CITIGROUP GLOBAL MARKETS INC.Commitment Letter • June 23rd, 2014 • TE Connectivity Ltd. • Wholesale-electronic parts & equipment, nec
TE Connectivity Ltd., a company organized under the laws of Switzerland (the “Guarantor”), and Tyco Electronics Group S.A., a company organized under the laws of the Grand Duchy of Luxembourg (the “Borrower” and, together with the Guarantor, “you”), have advised Citigroup Global Markets Inc. (“CGMI”), acting on behalf of Citi (as defined below) and together with Citi, “we” or “us”) that you intend to cause an indirect wholly owned subsidiary of the Borrower to acquire (the “Acquisition”) all the issued and outstanding equity interests of a company previously identified to us as “Mars” (the “Acquired Company”). For purposes of this Commitment Letter, “Citi” means CGMI, Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as may be appropriate to consummate the transactions contemplated herein.
