on a confidential basis to the proposed syndicate of Lenders by posting the Information Materials on Intralinks, Debt X, SyndTrak Online or by similar electronic means and (b)certain of the Lenders may be ?public side? (B)(2) - CITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013, Title: Executive VP, Chief Financial Officer. Are you an advisor? Attention: Liability Management Group (800) 828-3182 (toll free) (212) Webor from Citigroup Global Markets Inc., Options Department, 390 Greenwich Street, New York, NY 10013. If you advise us in writing (including by email), within a reasonable period of time prior to dissemination, that any of the foregoing should be distributed only to Private Siders, then Public Siders will not receive such materials without your consent. WebSecurities and Commodity Contracts Intermediation and Brokerage Securities, Commodity Contracts, and Other Financial Investments and Related Activities Finance and Insurance. 2021-08-23 - 2021-08-29 Addition of officer JONATHAN LEACH, director. Notwithstanding any other provision of this Commitment Letter, (i)no Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through internet, electronic, telecommunications or other information transmission systems, except to the extent that such damages have resulted from the willful misconduct or gross negligence of such Indemnified Person or any of such Indemnified Person?s controlled affiliates or any of its or their respective officers, directors, employees, agents, advisors or other representatives, in each case who are involved in or aware of the Transactions as determined by a final and non-appealable judgment of a court of competent jurisdiction and (ii)without in any way limiting the indemnification obligations set forth above, none of Parent, the Company or any of their respective subsidiaries (or any of their respective affiliates, directors, officers, employees, representatives and agents), us or any Indemnified Person shall be liable for any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with this Commitment Letter, the Fee Letter, the Transactions (including the Incremental Term Loan Facility and the use of proceeds thereunder), or with respect to any activities related to the Incremental Term Loan Facility, including the preparation of this Commitment Letter, the Fee Letter and the Credit Facilities Documentation. The complex was acquired by a joint venture consisting of SL Green Realty and SITQ for US$1.58 billion. in their practice that could influence their ability to advise clients, theyre required to disclose This Commitment Letter and the commitments hereunder shall not be assignable by any party hereto without the prior written consent of each other party hereto (such consent not to be unreasonably withheld or delayed) (and any attempted assignment without such consent shall be null and void). Citigroup Global Markets, Inc. is located at 390 Greenwich St Fl 4 in New York and has been in the business of Security Brokers And Dealers since 2016. identified by the Lead Arrangers in consultation with you and reasonably acceptable to the Lead Arrangers and you (your consent not to be unreasonably withheld or delayed), and you agree to use commercially reasonable efforts to assist the Initial Lenders with the syndication of the Incremental Term Loan Facility; provided that (a)we agree not to syndicate our commitments to certain banks, financial institutions and other institutional lenders (or related funds of such institutional lenders clearly identifiable solely by similarity of name) identified to us by you in writing prior to the Original Signing Date (?Disqualified Lenders?) 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? View sales history, tax history, home value estimates, and commitments to fund the Incremental Term Loan Facility hereunder on the terms set forth herein. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or other electronic transmission (i.e., a ?pdf? WebCITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 filed by Amc Entertainment Holdings, Inc. on January 23rd, 2017 ?execute,? Available client info by % of assets under management are as follows:Client types are by firm and represent a percentage of assets under management. This Commitment Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement. (B)(2) - February 12, 2021. fees (to the extent any such consultant has been retained with your prior written consent (such consent not to be unreasonably withheld or delayed)), syndication expenses, travel expenses and reasonable fees, disbursements and other charges of a single counsel to the Commitment Parties identified in the Term Sheet and of a single local counsel to the Commitment Parties in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and of such other counsel retained with your prior written consent (such consent not to be unreasonably withheld or delayed)), in each case incurred in connection with the Incremental Term Loan Facility and the preparation, negotiation and enforcement of this Commitment Letter, the Fee Letter, the Credit Facilities Documentation and any security arrangements in connection therewith (collectively, the ?Expenses?). One of the best Homeowner Association, Home Services business at 390 Greenwich St, New York NY, 10013 United See how Citi is taking steps to help mitigate the effects of the pandemic, from helping clients to providing relief through funds to frontline healthcare workers, organizations such as No Kid hungry and more. WebCitigroup is a pre-eminent financial services company with nearly 200 million customer accounts in 100-plus countries. WebCitigroup is a pre-eminent financial services company with nearly 200 million customer accounts in 100-plus countries. 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. Visit Citigroup Global Markets Inc. The Commitment Parties? This rating is based on the EBITDA margin in relation to the company's sales, based on past performance . Certain of the Commitment Parties or their affiliates may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of you, Parent, the Company or other companies which may be the subject of the arrangements contemplated by this Commitment Letter or engage in commodities trading with any thereof. Registered in AK, AL, AR, AZ, CA, CO, CT, DC, DE, FL, GA, HI, IA, ID, IL, IN, KS, KY, LA, MA, MD, ME, MI, MN, MO, MS, MT, NC, ND, NE, NH, NJ, NM, NV, NY, OH, OK, OR, PA, PR, RI, SC, SD, TN, TX, UT, VA, VI, VT, WA, WI, WV, WYWhile Citigroup Global Markets Inc is licensed to operate in 50 states, the District of Columbia, Puerto Rico and the Virgin Islands, licenses for individual advisors may vary. and (d)publicly filed financial statements of Parent and its subsidiaries and the Company and its subsidiaries. WebCiti, the leading global bank, serves more than 200 million customer accounts and does business in more than 160 countries and jurisdictions. WebCompany: Citigroup Global Markets, Inc. Headquarter: 390 Greenwich Street, 2nd Floor, Company: City Credit Capital (UK) Ltd (CCC) Headquarter: Tower 42, 25 Old Broad Street London EC2N 1HQ, United Kingdom; Firewood Global Discussion . ?signed,? Overview. in Exhibit B hereto are satisfied (it being understood that (x)no security interest in any Collateral shall constitute a condition precedent to the availability of the Incremental Term Loan Facility on the Closing Date other than any Collateral the security interest in which may be perfected, to the extent certificated, by the delivery of stock certificates representing stock of the Company and (y), with respect to security to be provided by the Company and any restricted subsidiary of the Company that is required to become a Guarantor, the provision of such security shall not constitute a condition precedent to the availability of the Incremental Term Loan Facility on the Closing Date other than any Collateral the security interest in which may be perfected, to the extent certificated, by the delivery of stock certificates representing stock of the Company). 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. that you intend to incur up to an incremental $1,300million in principal amount under the terms of that certain credit agreement dated as of May7, 2015 (as the same may have been amended, supplemented, restated or otherwise modified prior to the date hereof, the ?Credit Agreement?, without giving effect to any amendments, supplements, restatements or modifications thereto that are materially adverse to the Commitment Parties, without the prior written consent of the Lead Arrangers; capitalized terms used herein and not otherwise defined being used as defined therein), among Horizon Therapeutics USA, Inc. (?you? Upon the occurrence of any of the events referred to in the preceding sentence, this Commitment Letter and the commitments of each of the Commitment Parties hereunder and the agreement of the Lead Arrangers to provide the services described herein shall automatically terminate unless the Commitment Parties shall, in their discretion, agree to an extension in writing; provided that if you issue Alternative Notes, the proceeds of which are to be used to finance a portion of the Acquisition Costs, then on the date such Alternative Notes are issued (into escrow or otherwise), the commitments in respect of the Incremental Term Loan Facility shall automatically be reduced on a dollar for dollar basis by the amount of the gross proceeds from the issuance or incurrence of such Alternative Notes, which reduction in commitments shall reduce the commitments of each Initial Lender on a pro rata basis. (B)(2) - February 12, 2021 directors, agents, employees, attorneys, accountants, advisors, or controlling persons, on a confidential and need-to-know basis. shall mean Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as Citi shall determine to be appropriate to provide the services contemplated herein. You agree that you will not disclose, directly or indirectly, the Fee Letter and the contents thereof or this Commitment Letter, the Term Sheet, the other exhibits and attachments hereto and the contents of each thereof, or the activities of any Commitment Party pursuant hereto or thereto, to any person or entity without prior written approval of the Lead Arrangers (such approval not to be unreasonably withheld or delayed), except (a)to officers, directors, agents, employees, attorneys, accountants, advisors, controlling persons or equity holders of Parent and any of its subsidiaries on a confidential and need-to-know basis, (b)if the Commitment Parties consent in writing to such proposed disclosure or (c)in any legal, judicial or administrative proceeding, or otherwise as required by applicable law or compulsory legal process or to the extent requested or required by governmental and/or regulatory authorities, in each case based on the reasonable advice of your or Parent?s legal counsel (in which case you agree, to the extent not prohibited by applicable law, to inform us promptly thereof); provided that (i)you may disclose this Commitment Letter (but not the Fee Letter or the contents thereof) and the contents hereof to the Company (including any shareholder representative), its subsidiaries and their respective officers, directors, agents, employees, attorneys, accountants, advisors or controlling persons, on a confidential and need-to-know basis, (ii)you may disclose this Commitment Letter, the Term Sheet, the other exhibits and attachments hereto and the contents of each thereof (but not the Fee Letter or the contents thereof, unless required by the Securities and Exchange Commission, in which case you shall provide only a version redacted in a customary manner after review by counsel to the Commitment Parties) or in any syndication or other marketing materials in connection with the Incremental Term Loan Facility or in connection with any public filing relating to the Transactions, (iii)you may disclose the Term Sheet and the contents thereof, to potential Lenders (who are made aware of and agree to comply with the provisions of this paragraph, in each case on a confidential basis) and to rating agencies on a confidential basis in connection with obtaining ratings for Parent and the Incremental Term Loan Facility, (iv)you may disclose the aggregate fee amount contained in the Fee Letter as part of Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required in offering and marketing materials for the Incremental Term Loan Facility or in any public filing relating to the Transactions, and (v)to the extent portions thereof have been redacted in a customary manner (including the portions thereof addressing fees payable to the Commitments Parties and/or the Lenders and economic flex terms), you may disclose the Fee Letter and the contents thereof to the Company (including any shareholder representative), its subsidiaries and their respective officers. For Financial Advisors, from U.S.News: Get the Advisor's Guide to Working with Divorced Clients. Citi Global Markets is an Amounts borrowed under the Incremental Term Loan Facility that are repaid or prepaid may not be reborrowed. commitments with respect to the Incremental Term Loan Facility (or portion thereof) hereunder at any time subject to the provisions of the preceding sentence. 383 Madison Avenue . 2015-2023 Fintel Ventures LLC. 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). and (B)the Specified Representations (as defined below) and (ii)the terms of the Credit Facilities Documentation shall be in a form such that they do not impair the availability or funding of the Incremental Term Loan Facility on the Closing Date if the conditions set forth in the section entitled ?Conditions to Borrowing? EX-99. (A)(1)(IV) - Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, EX-99. The Closing Date shall not occur prior to March8, 2021. Re: Notice Seeking Public Comment on Citigroup Global Markets Inc. 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