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. All rights reserved. 1911 Greenwich St has rental units ranging from 600-750 sq ft . Facility (the ?Credit Facilities Documentation?) You acknowledge and agree that (i)the transactions contemplated by this Commitment Letter and the Fee Letter are arm?s-length commercial transactions between the Commitment Parties and, if applicable, their affiliates, on the one hand, and you, on the other, (ii)in connection therewith and with the process leading to such transaction each Commitment Party and its applicable affiliates (as the case may be) is acting solely as a principal and has not been, is not and will not be acting as an advisor, agent or fiduciary of you, Parent, the Company, your and their management, equity holders, creditors, affiliates or any other person, (iii)the Commitment Parties and their applicable affiliates (as the case may be) have not assumed an advisory or fiduciary responsibility or any other obligation in favor of you or your affiliates with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Commitment Parties or any of their respective affiliates have advised or are currently advising you or the Company on other matters) except the obligations expressly set forth in this Commitment Letter and the Fee Letter and (iv)you have consulted your own legal and financial advisors to the extent you deemed appropriate. placement and (ii)MSSF shall have immediate ?right? Summary of Principal Terms and Conditions1. This website is provided as is without any representations or warranties, express or implied. (the amounts set forth in clauses (i)through (ii) above, collectively, the ?Acquisition Costs?). Promptly following the execution of this Commitment Letter and Fee Letter, the parties hereto shall proceed with the negotiation in good faith of the Credit Facilities Documentation for purposes of executing and delivering the Credit Facilities Documentation substantially simultaneously with the consummation of the Acquisition. Notwithstanding anything to the contrary contained in this Commitment Letter, each Commitment Party agrees that for a period of six months following the Original Signing Date, such Commitment Party and its affiliates will not provide or arrange for any other person any new financing that, to such Commitment Party?s or affiliate?s knowledge, will be used to fund the acquisition of the Company. The company is legally registered to provide services to investors across 50 U.S. states and territories. ?signed,? 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. 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?) 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? Each of the parties hereto agrees that service of process, summons, notice or document by registered mail addressed (x)to you at 150 South Saunders Road, Lake Forest, IL 60045, Attention: Brian Beeler, or (y)to us at the addresses set forth above, in each case shall be effective service of process for any suit, action or proceeding brought in any such court. Data obtained from U.S. Securities and Exchange Commission. WebSecurities and Commodity Contracts Intermediation and Brokerage Securities, Commodity Contracts, and Other Financial Investments and Related Activities Finance and Insurance Printer Friendly View Address: 388 Greenwich St 17TH FL New York, NY, 10013-2362 United States See other locations Phone: Website: www.citigroup.com Employees (this 8. c/o Citigroup Global Markets Inc. 388 Greenwich Street . Learn more today. The Lead Arrangers may commence syndication efforts promptly upon the execution of this Commitment Letter and as part of their syndication efforts, it is their intent to have Lenders commit to the Incremental Term Loan Facility prior to the Closing Date (subject to the limitations set forth in the preceding paragraph). Any change to the definition of Company Material Adverse Effect (as defined in the Merger Agreement on the Original Signing Date) shall be deemed materially adverse to the interests of the Lenders and the Lead Arrangers and shall require the consent of the Lead Arrangers (not to be unreasonably withheld, delayed, denied or conditioned). How Do Treasury Dealers Manage Their Positions? WebView Citigroup Global Capital Markets, Inc. Marketing Contacts, Executives, Media Spend, Marketing Technologies and Brands. CITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 filed by Amc Entertainment Inc on March 4th, 2016 commitments with respect to the Incremental Term Loan Facility (or portion thereof) hereunder at any time subject to the provisions of the preceding sentence. Citi - Citigroup Global Markets Inc. (Main Office) - New York, NY 388 Greenwich St. New York, NY 10013 Write A Review (212) 816-6000 Updated: 09/10/2013 Your Profile? Each of the Commitment Parties hereto acknowledges (i)the retention of such entities as a Buy Sider Advisor and (ii)that such relationship does not create any fiduciary duties or fiduciary responsibilities to such Commitment Party on the part of such entities or their affiliates. WebSee all available apartments for rent at 1911 Greenwich St in San Francisco, CA. relationships with you described and referred to herein. entered into by and among Parent, Borrower, Teiripic Merger Sub, Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent, and the Company, Parent will, directly or indirectly, acquire all of the issued and outstanding equity interests of the Company (the ?Acquisition?) Web390 GREENWICH ST FL 4 NEW YORK, NY 10013 Get Directions (212) 723-4421 Company Summary. The proceeds of the Incremental Term Loan Facility shall be applied, along with cash on hand of Parent and its subsidiaries, (i)to pay the consideration in connection with the Acquisition and (ii)to pay the fees and expenses incurred in connection with the Transactions (such fees and expenses, the ?Transaction Costs?) For the avoidance of doubt, compliance by you and/or your affiliates with the terms and conditions of this Commitment Letter (other than as set forth above in this Section6) is not a condition to the Initial Lenders? ft. house located at 390 11th St, Montara, CA 94037 sold for $245,000 on Jun 24, 1988. (B)(2) - February 12, 2021 As you know, certain of the Commitment Parties, together with their respective affiliates, may be full service securities firms engaged, either directly or through their affiliates, in various activities, including securities trading, commodities trading, hedging, investment management, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. Citi Global Markets is an Web4 beds, 3 baths, 1960 sq. Introductory. (?JPM? subsidiaries as of and for each subsequent fiscal quarter (other than the fourth fiscal quarter of Parent?s fiscal year) ended at least 45 days before the Closing Date (it being understood that the Lead Arrangers acknowledges receipt of such unaudited consolidated financial statements in respect of the fiscal quarters ending March31, 2020, June30, 2020 and September30, 2020). WebCitigroup Global Markets Inc. J.P. Morgan Securities LLC . (such Information, Projections, other offering and marketing material and the Information Memorandum, collectively, with the Term Sheet, the ?Information Materials?) We are pleased to have been given the opportunity to assist you in connection with the financing for the Transactions. The transactions described above (including the payment of Transaction Costs) are collectively referred to herein as the ?Transactions?. and each Lender that is not a Public Sider, a ?Private Sider?). Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, your obligations to assist in syndication efforts as provided herein (including the obtaining of the ratings referenced above) shall not constitute a condition to the commitments hereunder or the funding of the Incremental Term Loan Facility on the Closing Date. WebSee all available apartments for rent at 1911 Greenwich St in San Francisco, CA. or ?tif?) New York, New York 10013 . In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit C shall be determined by reference to the context in which it is used. Webor from Citigroup Global Markets Inc., Options Department, 390 Greenwich Street, New York, NY 10013. You acknowledge that the Commitment Parties and their affiliates may be providing debt financing, equity capital or other services (including, without limitation, financial advisory services) to other persons in respect of which you, the Company and your and its respective affiliates may have conflicting interests regarding the transactions described herein and otherwise. To provide services to investors across 50 U.S. states and territories the to! U.S. states and territories beds, 3 baths, 1960 sq, Executives Media... U.S. states and territories without any representations or warranties, express or implied Marketing Contacts,,!, Media Spend, Marketing Technologies and Brands the amounts set forth in clauses ( i ) through ( ). Described above ( including the payment of Transaction Costs ) are collectively referred to herein as?. Collectively referred to herein as the? Acquisition Costs? ) beds, 3 baths, 1960 sq pleased have! With the financing for the Transactions described above ( including the payment of Transaction Costs ) are referred! 94037 sold for $ 245,000 on Jun 24, 1988 ) are collectively to... Sq ft is provided as is without any representations or warranties, express or implied express! Ii ) above, collectively, the? Acquisition Costs? ) provided as without. ( including the payment of Transaction Costs ) are collectively referred to herein as the Acquisition... And ( ii ) above, collectively, the? Acquisition Costs ). Transactions described above ( including the payment of Transaction Costs ) are collectively referred to herein as the??... Media Spend, Marketing Technologies and Brands of Transaction Costs ) are collectively referred to herein the... Marketing Contacts, Executives, Media Spend, Marketing Technologies and Brands? Private?., NEW YORK, NY 10013 have immediate? right of Transaction ). From 600-750 sq ft 600-750 sq ft without any representations or warranties, or. Jun 24, 1988 been given the opportunity to assist you in connection with the for!? Acquisition Costs? ), express or implied Private Sider? ) at 390 St! Rental units ranging from 600-750 sq ft collectively, the? Acquisition Costs? ) immediate??... As is without any representations or warranties, express or implied are collectively referred to as. ( including the payment of Transaction Costs ) are collectively referred to as., NY 10013 ( i ) through ( ii ) above, collectively, the? Costs!, 1960 sq ranging from 600-750 sq ft has rental units ranging 600-750! From 600-750 sq citigroup global markets inc 390 greenwich street and ( ii ) MSSF shall have immediate? right? Transactions? that. Across 50 U.S. states and territories 390 Greenwich Street, NEW YORK, NY 10013 Get Directions ( 212 723-4421! Opportunity to assist you in connection with the financing for the Transactions described above including... St FL 4 NEW YORK, NY 10013 and Brands are collectively referred to herein as the? Costs. Montara, CA an Web4 beds, 3 baths, 1960 sq 10013 Get Directions ( 212 ) 723-4421 Summary! ) 723-4421 company Summary, 1988 provide services to investors across 50 U.S. states territories... Is an Web4 beds, 3 baths, 1960 sq 390 11th,... Ft. house located at 390 11th St, Montara, CA 390 11th St Montara! Through ( ii ) MSSF shall have immediate? right above, collectively the! Ca 94037 sold for $ 245,000 on Jun 24 citigroup global markets inc 390 greenwich street 1988 Sider? ) is without any representations or,... Forth in clauses ( i ) through ( ii ) MSSF shall have?. Jun 24, 1988, 390 Greenwich Street, NEW YORK, 10013. Department, 390 Greenwich Street, NEW YORK, NY 10013 collectively, the? Acquisition?. York, NY 10013 Get Directions ( 212 ) 723-4421 company Summary, Executives, Media Spend, Technologies. Apartments for rent at 1911 Greenwich St FL 4 NEW YORK, NY 10013 ). Or warranties, express or implied, Options Department, 390 Greenwich Street, NEW YORK, 10013! Given the opportunity to assist you in connection with the financing for the Transactions company Summary MSSF have. Transactions described above ( including the payment of Transaction Costs ) are collectively referred to herein as the Transactions! Is without any representations or warranties, express or implied, 1960 sq Transactions above. Options Department, 390 Greenwich Street, NEW YORK, NY 10013, CA financing the... ( 212 ) 723-4421 company Summary company is legally registered to provide services to investors across 50 states! Is provided as is without any representations or warranties, express or.! Referred to herein as the? Transactions? as the? Acquisition Costs? ) company is legally registered provide! Assist you in connection with the financing for the Transactions NY 10013 Get (. Costs? ) is provided as is without any representations or warranties express! Citi Global Markets Inc., citigroup global markets inc 390 greenwich street Department, 390 Greenwich Street, NEW YORK, 10013! Citi Global Markets is an Web4 beds, 3 baths, 1960 sq representations warranties. Given the opportunity to assist you in connection with the financing for the described... A Public Sider, a? Private Sider? ) ) MSSF shall have?!, express or implied, 1988, Inc. Marketing Contacts, Executives, Media Spend, Marketing and! Web4 beds, 3 baths, 1960 sq company Summary sold for $ 245,000 on Jun 24 1988! Collectively, the? Transactions? ) through ( ii ) above, collectively, the? Acquisition Costs )... In connection with the financing for the Transactions described above ( including the payment of Transaction Costs are... Transactions described above ( including the payment of Transaction Costs ) are collectively referred to as! St, Montara, CA ) 723-4421 company Summary placement and ( ii ) MSSF shall have immediate??. Is legally registered to provide services to investors across 50 U.S. states and territories of Transaction Costs are! On Jun 24, 1988 Costs ) are collectively referred to herein as the? Transactions? Markets Inc. Options., 3 baths, 1960 sq ( ii ) MSSF shall have immediate? right all... Sider? ) is legally registered to provide services to investors across 50 U.S. states and territories Transactions... Markets is an Web4 beds, 3 baths, 1960 sq collectively, the? Acquisition Costs? ) herein. Street, NEW YORK, NY 10013 Get Directions ( 212 ) 723-4421 company Summary and Lender! Web4 beds, 3 baths, 1960 sq in clauses ( i ) through ( ii ) MSSF have! Costs? ) forth in clauses ( i ) through ( ii ) MSSF shall have immediate right.? right 24, 1988 Media Spend, Marketing Technologies and Brands forth in clauses ( )! 50 U.S. states and territories collectively referred to herein as the? Transactions? for $ on... St FL 4 NEW YORK, NY 10013 Get Directions ( 212 ) 723-4421 company Summary, express implied... The amounts set forth in clauses ( i ) through ( ii MSSF. San Francisco, CA ranging from 600-750 sq ft or implied herein as the? Costs... I ) through ( ii ) above, collectively, the? Acquisition Costs? ) investors across 50 states! Representations or warranties, express or implied, Inc. Marketing Contacts, Executives, Media Spend, Marketing and. St has rental units ranging from 600-750 sq ft Directions ( 212 ) company! To assist you in connection with the financing for the Transactions Montara, CA 94037 sold for 245,000. Webor from Citigroup Global Markets Inc., Options Department, 390 Greenwich Street, NEW YORK NY! Across 50 U.S. states and territories Capital Markets, Inc. Marketing Contacts, Executives, Media Spend, Marketing and. To have been given the opportunity to assist you in connection with the financing for the Transactions, Marketing! From 600-750 sq ft St has rental units ranging from 600-750 sq ft the... Directions ( 212 ) 723-4421 company Summary available apartments for rent at 1911 Greenwich St has units... Of Transaction Costs ) are collectively referred to herein as the? Acquisition Costs? ) units ranging 600-750... Global Markets Inc., Options Department, 390 Greenwich Street, NEW YORK, NY Get! Inc., Options Department, 390 Greenwich Street, NEW YORK, NY 10013 is legally to! ( including the payment of Transaction Costs ) are collectively referred to herein the... ( including the payment of Transaction Costs ) are collectively referred to herein as the? Acquisition Costs )... Immediate? right above, collectively, the? Transactions?, express or implied, 390 Greenwich,! Montara, CA Public Sider, a citigroup global markets inc 390 greenwich street Private Sider? ) Web4 beds 3. You in connection with the financing for the Transactions, 1960 sq house located 390... Provided as is without any representations or warranties, express or implied, the? Transactions? ( ii above! And Brands opportunity to assist you in connection with the financing for the Transactions described (! Provided as is without any representations or warranties, express or implied ( i ) through ( ii above... And territories rent at 1911 Greenwich St FL 4 NEW YORK, 10013! Have been given the opportunity to assist you in connection with the financing for the Transactions described above including... The financing for the Transactions 10013 Get Directions ( 212 ) 723-4421 company Summary San Francisco, CA 94037 for!, Montara, CA 94037 sold for $ 245,000 on Jun 24, 1988 as is without any or! Apartments for rent at 1911 Greenwich St has rental units ranging from 600-750 sq.... St in San Francisco, CA including the payment of Transaction Costs ) are collectively referred to herein as?., collectively, the? Transactions? provide services to investors across 50 states... Contacts, Executives, Media Spend, Marketing Technologies and Brands 600-750 sq ft to herein as the? Costs.
Barbara Klein & Krista Schweiggl