Learn more about how to better serve divorced clients and their financial needs. ), directly or indirectly, an entity previously identified to the Commitment Parties by you as ?Venus? In connection with the Transactions, (i)Citi is pleased to advise you of its several but not joint commitment to provide 40% principal amount of the Incremental Term Loan Facility, (ii)MSSF is pleased to advise you of its several but not joint commitment to provide 40% principal amount of the Incremental Term Loan Facility and (iii)JPM is pleased to advise you of its several but not joint commitment to provide 20% principal amount of the Incremental Term Loan Facility, in each case, subject only to the satisfaction of the conditions set forth in Section6 below. WebCitigroup Global Markets Inc may attempt to influence state statutes and administrative rules related to all areas of state finance, including financing of pension and Notwithstanding anything in this Commitment Letter (including each of the exhibits attached hereto), the Fee Letter, the Credit Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i)the only representations the accuracy of which shall be a condition to the availability and funding of the Incremental Term Loan Facility on the Closing Date shall be (A)such of the representations made by the Company in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that you have the right to terminate its obligations under the Merger Agreement or to decline to consummate the Acquisition as a result of a breach of such representations in the Merger Agreement (to such extent, the ?Specified Merger Agreement Representations?) respect of the Incremental Term Loan Facility until the initial funding of the Incremental Term Loan Facility and (iii)unless you otherwise agree in writing, each Initial Lender shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Incremental Term Loan Facility, including all rights with respect to consents, modifications, supplements, waivers and amendments, until after the Closing Date has occurred. We agree to hold our commitment available for you until the earliest of (i)prior to the consummation of the Transactions, the termination of the Merger Agreement in accordance with its terms, (ii)the consummation of the Acquisition without the funding of the Incremental Term Loan Facility, and (iii) 11:59 p.m., New York City time, on July30, 2021 (such earliest time, the ?Expiration Date?). The commitments of the Initial Lenders hereunder to fund the Incremental Term Loan Facility on the Closing Date and the agreements of the Lead Arrangers to perform the services described herein are subject solely to the conditions set forth in the section entitled ?Conditions to Borrowing? New York, New This Commitment Letter amends, restates and supersedes in its entirety that certain commitment letter, dated as of January31, 2021 (such date, the ?Original Signing Date? The agent name of this company is: C T CORPORATION SYSTEM , and company's status is listed 390 GREENWICH STREET, NEW YORK, NY 10013 shall not be deemed to be a competing offer, placement, issuance or arrangement of the Incremental Term Loan Facility). Once paid, such fees shall not be refundable except as otherwise agreed in writing. and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and the Beneficial Ownership Regulation. Citigroup, however, maintained their primary presence in the complex through a 15-year The complex was acquired by a joint venture consisting of SL Green Realty and SITQ for US$1.58 billion. Registered Address. Attention: Liability Management Group (800) 828-3182 (toll free) (212) The Commitment Parties and their respective affiliates may have economic interests that conflict with those of Parent, the Company and their respective affiliates and may be engaged in a broad range of transactions that involve interests that differ from yours and those of your affiliates and the Commitment Parties have no obligation to disclose any of such interests to you or your affiliates. The Administrative Agents and the Lead Arrangers shall have received at least three (3)business days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10)business days prior to the Closing Date by the Administrative Agents or the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable ?know your customer? Citigroup. It is a systemically important financial institution and is on the list of systemically important banks that are too big to fail. It is one of the nine global investment banks in the Bulge Bracket . 2015-2023 Fintel Ventures LLC. The Federal Reserve's Commercial Paper Funding Facility, Periodic Report: Update on Outstanding Lending Facilities Authorized by the Board Under Section 13(3) of the Federal Reserve Act May 23, 2020, 1992 Joint Report on the Government Securities Market, The Relevance of Primary Dealers for Public Bond Issues Wolfgang Breuer CFS Working Paper No, Term Sheet for Primary Dealer Credit Facility (PDCF), The G-Spread Suggests Federal Reserve Restored Calm to Treasury Markets by Karlye Dilts Stedman, The U.S. Treasury Floating Rate Note Puzzle: Is There A, European Primary Dealers Handbook Updated Q3 2017, Who Buys Treasury Securities at Auction? agree (x)to indemnify and hold harmless each Commitment Party, their respective affiliates and the respective officers, directors, employees, agents, advisors and other representatives and the successors and assigns of each of the foregoing (each, an ?Indemnified Person? This Commitment Letter and the commitments hereunder are intended to be solely for the benefit of the parties hereto (and Indemnified Persons) and are not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons to the extent expressly set forth herein). Other major brand names under Citigroup's trademark red WebSecurities and Commodity Contracts Intermediation and BrokerageSecurities, Commodity Contracts, and Other Financial Investments and Related ActivitiesFinance and Insurance ), directly or indirectly, of all of the capital stock of an entity previously identified to us by you as ?Venus? You acknowledge and agree that the following documents, without limitation, may be distributed to both Private Siders and Public Siders, unless you advise the Lead Arrangers in writing (including by email) within a reasonable time prior to their intended distribution that such materials should only be distributed to Private Siders: (a)administrative materials prepared by the Lead Arrangers for prospective Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing memoranda), (b) term sheets and notification of changes in the terms of the Incremental Term Loan Facility, (c)drafts and final versions of the definitive documentation for the Incremental Term Loan. Compensation types are listed for Citigroup Global Markets Inc. The company s history dates back to the founding of Citibank in 1812, Bank Handlowy in 1870, Smith Barney in 1873, Banamex in 1884 and Salomon Brothers in 1910. Such assistance shall include, without limitation, (a)your using commercially reasonable efforts to ensure that any syndication efforts benefit materially from your existing lending and investment banking relationships, (b)direct contact between senior management, certain representatives and certain advisors of you, on the one hand, and the proposed Lenders, on the other hand (and using your commercially reasonable efforts to ensure such contact between senior management, certain representatives and certain advisors of the Company, on the one hand, and the proposed Lenders, on the other hand), in all such cases at times mutually agreed upon, (c)your assistance in the preparation of the Information Materials (as defined below), (d) the hosting, with the Lead Arrangers, of a meeting of prospective Lenders at a time and location to be mutually agreed upon, (e)your using commercially reasonable efforts to provide customary forecasts of financial statements of Parent for the remaining quarter of Parent?s 2020 fiscal year and for the five fiscal years thereafter commencing with Parent?s 2021 fiscal year (collectively, the ?Projections?) The Borrower will obtain senior secured first lien incremental term loans on the terms described on Exhibit B to the Commitment Letter (the ?Incremental Term Loan Facility? directors, agents, employees, attorneys, accountants, advisors, or controlling persons, on a confidential and need-to-know basis. Broker Details Market Specialization Real Estate OTC Metals Interest Rates Foreign Exchange WebSecurities and Commodity Contracts Intermediation and Brokerage Securities, Commodity Contracts, and Other Financial Investments and Related Activities Finance and Insurance. (c) Limitation of Liability. VERIFIED Status: UNVERIFIED. File Number of Issuing Entity) (IRS Employer CITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 filed by Amc Entertainment Inc on March 4th, 2016 Our innovative technology includes the POLYGON search tool that allows users to define their own search areas on a map and a Plan Commute feature You shall not be liable for any settlement of any Proceeding effected without your written consent (which consent shall not be unreasonably withheld or delayed), but if settled with your written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction in any such Proceeding, you agree to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the other provisions of this Section7. Without limiting your obligations to assist with syndication efforts as set forth herein, it is understood that the Initial Lenders? Citibank, N.A. You further acknowledge and agree that (a)you are responsible for making your own independent judgment with respect to such transactions and the process leading thereto, (b)you are capable of evaluating and understand and accept the terms, risks and conditions of the transactions contemplated hereby, and (c)we have provided no legal, accounting, regulatory or tax advice and you contacted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate. Contact the advisor for individual fee structure details. As Representatives of the several Underwriters named in Schedule I hereto, 787 Seventh Avenue . Citigroup Global Markets Inc. (Citi or Firm) appreciates the opportunity to provide its views on structural changes in the U.S. Treasury market and their The Borrower and the Guarantors shall have executed definitive Credit Facilities Documentation relating to the Incremental Term Loan Facility, including without limitation, the Incremental Amendment (as defined in the Credit Agreement), guarantees, security agreements, pledge agreements, and other related definitive documents, which shall be consistent with the terms set forth in this Commitment Letter (as may be modified by the market flex provisions of the Fee Letter) and the Credit Agreement and subject to the Certain Funds Provisions and otherwise reasonably satisfactory to the Commitment Parties and the Borrower. WebCITIGROUP GLOBAL MARKETS INC. was registered on Sep 25, 1998 as a stock type company located at 388 GREENWICH STREET, NEW YORK, NY 10013 . WebCITIGROUP GLOBAL MARKETS INC. branch. Visit Citigroup Global Markets Inc. As set forth in Exhibit A to the Commitment Letter. will continue to act as sole administrative agent and sole collateral agent, in each case, with respect to the Senior Secured Credit Facilities (the financial institution appointed in such capacity, the ? None of the Commitment Parties or their affiliates will use confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or their other relationships with you in connection with the. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Transaction Description or the Summary of Principal Terms and Conditions attached hereto as Exhibit B (the ?Term Sheet? Date and the Syndication Date and (b)confidentiality of the Fee Letter and the contents thereof) shall automatically terminate and be superseded by the provisions of the Credit Facilities Documentation upon the initial funding of the Incremental Term Loan Facility, and you shall automatically be released from all liability in connection therewith at such time. All fees required to be paid on the Closing Date pursuant to the Fee Letter and reasonable and documented out-of-pocket expenses required to be paid on the Closing Date pursuant to the Commitment Letter, solely with respect to expenses to the extent invoiced at least three (3)business days prior to the Closing Date, shall, upon the initial borrowing under the Incremental Term Loan Facility, have been paid (which amounts may be offset against the proceeds of the Incremental Term Loan Facility).
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