(such merger, the “TGE Merger”), (ii) the letter dated the date hereof (as amended, amended and restated, supplemented or otherwise modified, the “Term Facility Commitment Letter” and, together with the Bridge Facility Commitment Letter, the “Commitment Letters”), among the Banks and the Buyer, providing a commitment by the Banks to provide a term facility financing in an aggregate principal amount of up to $575 million to one or more parent companies of the Buyer to fund a portion of the Merger Consideration, (iii) the letter dated the date hereof (as amended, amended and restated, supplemented or otherwise modified, the “Bridge Facility Fee Letter”), among the Banks and the Buyer setting forth the fees to be paid by the Buyer upon consummation of the transactions contemplated by the Bridge Facility Commitment Letter, (iv) the letter dated the date hereof (as amended, amended and restated, supplemented or otherwise modified, the “Engagement Letter” and, together with the Bridge Facility Commitment Letter, the Bridge Facility Fee Letter and any side letters or other agreements related thereto (other than this letter), collectively, the “Bridge Letters”) among each Bank or one or more of its affiliates and Buyer, providing for the engagement by Buyer of such Bank and/or its affiliates to manage, as underwriter, placement agent, and /or initial purchaser in one or more offerings of high yield debt securities in lieu of all or a portion of the financing contemplated under the Bridge Facility Commitment Letter and (v) the letter dated the date hereof (as amended, amended and restated, supplemented or otherwise modified, the “Term Facility Fee Letter” and, together with the Term Facility Commitment Letter and any side letters or other agreements related thereto (other than this letter), collectively, the “Term Facility Letters”)), among the Banks and the Buyer setting forth the fees to be paid by the Buyer upon consummation of the transactions contemplated by the Term Facility Commitment Letter.
For purposes of this Amended and Restated Side Letter (this “Side Letter”), “Citi” means CGMI, 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. It is understood and agreed that CGMI is entering into this Side Letter for and on behalf of Citi.
Each Bank and the Buyer agree that the Banks will only be required to provide financing pursuant to the Bridge Facility Commitment Letter or the Term Facility Commitment Letter (but not both) in accordance with, and subject to, their respective terms and conditions; provided that the Buyer shall elect (the “Financing Election”) whether to pursue the financing contemplated by the Bridge Facility Commitment Letter (the “Bridge Financing”) or the financing contemplated by the Term Facility Commitment Letter (the “Term Facility Financing”) in a written notice delivered to CS on or prior to January 31, 2020; provided, further, that if the Buyer does not make a Buyer Financing Election on or prior to January 31, 2020, the Banks holding a majority of the commitments under the Bridge Facility Commitment Letter or the Term Facility Commitment Letter, as applicable shall promptly elect (the “Bank Financing Election”) whether to provide the Bridge Financing or the Term Facility Financing (but not both) in accordance with, and subject to, their respective terms and conditions and shall deliver prompt written notice of such election to the Buyer. Each Bank and the Buyer further agree that, notwithstanding anything to the contrary in the Bridge Facility Commitment Letter or the Term Facility Commitment Letter, the 12 consecutive business day periods referred to in paragraph 10 of Exhibit C of the Bridge Facility Commitment Letter and in paragraph 13 of Exhibit C of the Term Facility Commitment Letter, in each case, will not commence unless a Buyer Financing Election or Bank Financing Election has occurred.
Each Bank and the Buyer further agree that if the Buyer Financing Election or the Bank Financing Election has occurred, notwithstanding anything to the contrary set forth in any of the Bridge Letters or Term Facility Letters (including pursuant to Section 13 of the Bridge Facility Commitment Letter, Section 5 of the Engagement Letter and Section 13 of the Term Facility Commitment Letter, as applicable), (i) in the event that the result of such election is pursuit of the Bridge Financing, (x) the Term Facility Letters shall automatically terminate in full and be of no further force and effect, (y) fees, expenses and indemnities will be payable or reimbursed, as applicable, solely in accordance with the terms of the Bridge Letters and (z) for the avoidance of doubt, no fees (including any “deal away” fees) shall be payable under
