GMI. Effect" means any events, circumstances, occurrences, facts, conditions, changes, development or effect (each, an "Effect") that,
a Material Contract solely as a result of clauses (viii) or (ix) of the definition of "Material Contracts" or (B) reject any Material Contract or seek Bankruptcy Court approval to do so; (xvii)take any action in breach of the Bidding Procedures Order or the Confirmation Order; (xviii)with respect to any material asset of the Company or its Subsidiaries, (A) agree to allow any form of relief from the automatic stay in the Bankruptcy Cases or (B) fail to use commercially
amount equal to the commitment fee noted above will be subordinated to the payment of allowed general unsecured creditor claims, including those claims held by Honeywell. "Enforceability Exceptions"
"Permitted Encumbrances"
business of all, allowed General Unsecured Claims (as defined
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Section 2.10 Professional Expenses. Company and with respect to the Backstop Party Affiliates under the objective rules applicable to companies the shares of which
(d) upon the request of any Holder, deliver to such person a written statement as
Holders of Registrable Securities shall be
in Section 10.14. Eric is currently based in New York City, New York. Jurisdiction; Selection of Forum; Waiver of Trial by Jury. or non-U.S. Law), (vi) any election under. any such transfer, assignment or, conveyance is effected in accordance with
such securities) cease to be
Billionaire Alan Howards main Brevan Howard hedge fund was up 23% in the first quarter of 2020. claim of any kind. modifying any Backstop Party's pro rata share of the Backstop Percentage, Subscription Percentage, Commitment Premium or the Reverse Termination Payment, relative to the other Backstop Parties' pro rata share of the same, (iii) otherwise disproportionately and materially adversely affect any Backstop Party, or (v) modifying Section 8.4(b) or this Section 10.4, shall
of any rights under, any statute or any material license, authorization, injunction, judgment, order, decree, rule or regulation of any Government Entity having jurisdiction over such Backstop Party or any of their properties, except in any such
Each holder of an allowed Senior Subordinated Noteholder Claim shall receive payment in cash in an amount
(d)There are no pending or, to the Knowledge of the Company, threatened appropriation, condemnation, eminent domain or like proceedings relating to the Owned Real Property or, to the
acceleration (whether after the filing of notice or the lapse of time or both) of any right or obligation (including payment obligations) of the Company under, or result in a loss of any benefit to which the Company is entitled under, any Contract
such actions were taken after the Execution Date but prior to the Closing or earlier termination of this Agreement and a Material Adverse Effect has not occurred. legal proceedings is required pursuant to Items 2(d) or 2(e): Aggregate Amount Beneficially Owned by Each Reporting Person, Check if the Aggregate
regulations. (x)data privacy,
Laws" means all applicable Laws relating to export, re-export, transfer or import controls (including the Export Administration Regulations administered by the U.S. Department of Commerce, and customs and import Laws and regulations
(i) as a result of being or having been before the Closing a member of an affiliated, consolidated, combined, unitary or similar group, or a party to any agreement or arrangement, as a result of which liability of the Company or such Subsidiary, as
"Personal Information" means any information or data that (i) identifies, relates to, describes, is reasonably capable of being associated with, or could
would consist only of: (i)reinstated shares of Common Stock; (ii)up to $600million (and no less than $400 million) of Series A Preferred Stock issued to holders of existing shares of Common Stock (as may be limited pursuant to
or their respective Affiliates have notified any of the Company or any of its Subsidiaries that it intends to terminate or materially adversely alter its relationship with the Company or its Subsidiaries or stop or materially decrease either the
Since the Spin-Off Date, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. 8.3(b) shall be the sole and exclusive remedy available to the Company and any other Person against the Backstop Party Related Parties in connection with this Agreement or the Transaction (including as a result of the failure to
Section 10.2 Non-Survival of
Liquidation Preference minus previous, A dividend rate on
current or future benefit of any current or former
"Plan" has the meaning set forth in the Recitals. Section 2.2 Backstop Commitment. Another big winner was Eric Cole, whose Warlander Asset Management hedge fund shorted corporate credits and municipal bonds in March, fueling a 30% first-quarter return. allowed DIP Claims,2 (ii) allowed, Prepetition Credit Agreement Claims (as defined
submissions required by any antitrust, competition and merger control Laws and any other Laws in connection with the Transaction and use their respective reasonable best efforts to promptly file any additional information reasonably requested as
Except to the extent disclosure would not be permitted under applicable Laws, including applicable data privacy Laws, Section
(i)all Material Contracts are valid, legally binding and, to the Knowledge of the Company, in full force and effect and enforceable against each party thereto in accordance with the express
be terminated at any time prior to the Closing: (a)by written agreement of the Requisite Backstop Parties and the Company; (b)by
obtaining any consent and (y) without limiting the Backstop Parties' obligations under this Section 6.3(a), without the Backstop Parties' prior written consent,
partnership or other similar arrangement; (x)sell, assign, license, sublicense, abandon, allow to lapse, transfer or otherwise dispose of, or create or incur any Encumbrance on or otherwise fail to take any commercially reasonable
With a copy, which shall not
Directors of Garrett Motion, Inc. Re: Garrett Motion Inc., et al. Section 4.13 Sanctions. In
liquidation junior to the Senior Liquidation Preference. Company over a sale to KPS. "Commitment Premium" means, with respect to each Backstop Party, an amount equal to the Aggregate Commitment Premium, multiplied by such Backstop Party's Commitment Percentage. consummate the Debt Financing at the Closing, (v) enforce the Company's rights under the Debt Commitment Letters, and (vi) have the Company comply in all material respects with its obligations under the Debt Commitment Letters and any related
"Non-Defaulting Backstop
Prior to the Execution Date, the Company has made available to the Backstop Parties true and complete copies of all written Labor Contracts (or a written description of material terms if a material Labor Contract is not written). the P-Notes per the Companys DIP Budget, subject to confirmation with the Company), which provides for a commensurate increase in value distributable to equity. January4, 2021, outlined in the attached letter to the Issuer dated the same date (the Revised Bid Letter), which modifies the terms of the attached proposed Backstop Commitment Agreement that had been executed by the
"Second Commitment Order" means an Order of the Bankruptcy Court approving (a) the obligation of the Debtors to pay the Backstop Parties a portion of the
in respect of Registrable, Securities that are transferred, assigned or
Section 8.1(f)(ii), Section 8.1(f)(iii), Section 8.1(f)(iv) or Section 8.1(g), the
Confidentiality Agreements. If any provision of this Agreement, or the application thereof to any
"Disclosure Statement
Debtors may issue, Common Stock to holders of Honeywell Spin-Off
Warlander Management GP, LLC, its general partner, By: Warlander Partners GP, LLC, its general partner, Warlander Offshore Fund, Ltd., its general partner. the Chicago Board of Trade, the NYSE, any national securities exchange (as defined in the Exchange Act), any other securities exchange, futures exchange, contract market, any other exchange or corporation or similar self-regulatory body or
contracts forming a part thereof, any "employee benefit plans" within the meaning of Section 3(3) of ERISA, any deferred compensation, stock option, stock purchase, stock appreciation rights, stock- or equity-based incentive, bonus, workers'
determination or opinion letter, and to the
(d)The Company and its Subsidiaries are, and since the Spin-Off Date have been, in material compliance with WARN and have no material liabilities or other material
Such Backstop Party has been duly organized or formed, as applicable, and is validly existing as a corporation or other entity in good standing under the applicable laws of its jurisdiction of organization or formation. definitive agreements. For good and valuable consideration, including the service of the Released Parties to facilitate the administration of the
the terms of the Series A Preferred Stock; provided, however, that approval of 100% of the then-outstanding Series A
transactions of the type. Contract): (i)Contracts that would
Execution Date to the Effective Date, except (i) as set forth in Section 6.2(b) of the Company Disclosure Schedule, (ii) as expressly permitted by the terms
Section 4.4 Securities Laws Compliance. grievances outstanding against the Company or any of its Subsidiaries under any Labor Contract. Find thousands of jobs in financial services and technology by signing up to eFinancialCareers today. The Parties shall use (but subject in
(i)any property or facility now or previously owned, leased or operated by, or (ii) any property or facility to which any Hazardous Substance has been transported for disposal, recycling or
to include the Registrable Securities of additional Holders upon their request. meaning set forth in the Recitals. condition for any period, whether such projections, forecasts, estimates or predictions were made by the Company or any of its Affiliates or by independent third parties (provided, however, that the underlying cause of such failure to meet such projections,
GMIs annual adjusted EBITDA; or (ii)call, retire, redeem or otherwise acquire any Series B Preferred Stock, or make any amortization payment on the Series B Preferred Stock, if any such incurrence would result in leverage greater than
articles a month for anyone to read, even non-subscribers! Alex Ginzburg, formerly a partner at MatlinPatterson Global Advisers, is the new firms head of research. "OFAC" means the U.S. Treasury Department's Office of Foreign Assets. dividend payment on the Series B, Callable at any
Agreements giving effect, inter alia, to the terms and conditions set forth on Annex F hereto; and (c)
or a failure to act by or on behalf of any Indemnified Person. Reference is made herein to (i)the bidding procedures annexed to the Order
Such Backstop Party agrees to provide law enforcement agencies, if
Efforts across the globe to deal with COVID-19 have sent the global economy into a tailspin and financial markets along with it. Laws of any applicable local jurisdiction outside of the United States. Driver: PXG TD prototype (9 degrees) Shaft: Project X Even Flow Riptide LX Proto 70 3-wood: TaylorMade Stealth (15 degrees) Shaft: Project X Even Flow Riptide LX Proto 70 5-wood: PXG Gen5 0311 (18 degrees) [] Claims, the Indemnified Person determines in good faith that the Indemnifying Party has failed or is failing to defend such claim and provides written notice of such determination, and such failure is not reasonably cured within ten (10) Business
reporting forms currently or, hereafter required by the SEC as a condition
certificate evidencing Series A Preferred Stock, Series B Preferred Stock (if any), or Common Stock issued to any Person pursuant to this Agreement or in connection with the Rights Offering or the transactions contemplated hereby, and each
excluding, for the avoidance of doubt, the issuance of shares by the Company in respect of the Company equity awards outstanding as of the Execution Date in accordance with their terms and the applicable stock incentive plan as in effect on the
Section 7.3(b) have been satisfied. In Payments, Like Geopolitics, India Seeks a Third Way, Nintendo Must Plot an Exit From Switchs Uncharted Territory, Visitors Flock to Macau Again, But Its Gambling Dependence Draws Beijings Ire, Gina Raimondo Becomes China Player in a Job Where Her Predecessor Used to Nap, UK Mothers Say It No Longer Makes Financial Sense to Work, Starbucks Illegally Fired 6 New York Union Activists, Judge Rules, Musk Tamps Down Speculation That Tesla Will Mine Lithium, Musk Sets Path to Renewable Future, Is Mum on New-Car Debuts, Another Blow to City Centers: Retail Stores Move Outward, New York City Isnt Waiting for the White House to Enforce Fair Housing, Singapore Crypto Lender Hodlnaut's Founders Propose Selling Business Rather Than Liquidating Firm, Celsius Examiner Report Mentions FTX More Than 150 Times. (including the Common Stock and the Series B
to the Bankruptcy Court's entry of the Confirmation Order, no consent, approval, waiver, authorization, notice or filing is required to be obtained by the Company or any of its respective Affiliates from, or to be given by the Company or any of its
Notwithstanding the foregoing, the Company shall use commercially reasonable efforts from and after the Execution Date
Alternative Financing shall (i) not, unless reasonably agreed between the Company and the Requisite Backstop Parties, effect any Prohibited Financing Modifications, and (ii) be otherwise reasonably acceptable to the Company. Section 3.14 Title to Property. "UniCredit SCF
Warranties. and sixty (60) calendar days after, the effectiveness of any registration made by
forth in Section 2.6(a). "Order" means any order, writ, judgment, award, injunction or decree of any court or other Government Entity or regulatory authority of competent
Eric Cole 's Warlander Asset Management will combine with Ellington Management Group in a bid to scale its credit strategy, according to an investor letter seen by Bloomberg.. Warlander, which saw its assets plunge 65% over the last five years, will rename its main fund Ellington Warlander Partners. "Parties" has the meaning set forth in the Preamble. In addition to Pritzker, the lawsuit names as defendants state Treasurer Michael Frerichs and Comptroller Susana Mendoza. the. Check the Appropriate Box
You may opt-out by. Series B Preferred Stock (as defined below) or shares, of Common Stock issued to
Rights"). below) of the, Debtors, including all ordinary course trade liabilities;
"Agreement" has the meaning set forth in the Preamble. (b)Following
3.5 Non-Contravention. "Purchased
reasonable best efforts to cooperate with the Company and the Debt Financing Sources Related Parties, in each case in connection with the Debt Financing, including by participating in a reasonable number of meetings, drafting sessions,
to the availability of an exemption, from the Securities Act for the sale of Series
"Independent Director" means any director who is "independent" with respect to the. approve or reject the Plan must be submitted to the Debtors; 5:00 P.M. (New York City time) on the date that is twenty
order to cure such breach; provided, however, that under no circumstances shall a Backstop Party be obligated to purchase a number of Purchased Shares greater than
Some quantitative traders did experience problems in March. The record date which will be used to determine the persons who will, receive the Subscription Rights pursuant to the Rights Offering shall, be the record date used to determine which Existing Stockholders are, The Rights Offering shall commence on the date on which the, solicitation of votes to approve the Plan is commenced (the, "Subscription
aggregate purchase price therefor (which shall be calculated based on the Offering Price); (ii) the aggregate number of unsubscribed Offered Shares, if any, and the aggregate purchase price therefor (which shall be calculated based on the Offering
Modifications" means modifications, amendments, side letters or other agreements relating to the Debt Commitment Letter that would (A) impair, delay or prevent the consummation of the Transaction, (B) reduce the aggregate amount of the Debt
Such
Cole, with his wife, Rachel, purchased the five-bedroom abode in 2013 from Theory founder Andrew Rosen for $15.6 million. requests for information made pursuant to this Section 6.1 shall be directed to an executive officer of the Company or such Person or Persons
Backstop Party shall be liable for the consequences of its breach and the Company shall have the right of money damages and/or specific performance upon the failure to timely fund by the Defaulting Backstop Party. least 75% of the Backstop Parties. responsible predecessor in interest) has received from any Person any notice, demand, claim, letter or request for information, relating to any material violation or alleged material violation of, or any material Liability under, any Environmental
Transaction (including as a result of the failure to consummate the Closing or for a breach or failure to perform hereunder or otherwise), and none of the Debtor Related Parties shall have any further Liability relating to or arising out of this
(iii) of the definition of Set-Up Equity Value
The terms of the Amended Proposal are on the terms and subject to the conditions included therein, as well as negotiation with, and approval
respect to the Business as the Backstop Parties from time to time
other documents required to be issued pursuant
maintained, except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries, accurate books and records, as and to the extent required by applicable Anti-Corruption
"Confidentiality Agreements" means the (i) that certain Confidentiality Agreement, dated November 24, 2020, by and between Jefferies LLC and the Company;
Any rights assigned under the, Registration Rights Agreement shall apply only
$700 million of Series A Preferred Stock, issued to eligible holders
"Affiliate" means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with, such other
which can be sold without, adversely affecting marketability, timing,
Investor Bid is subject to drafting modifications to the Backstop Commitment Agreement and the Transaction Documents to incorporate terms consistent with the revised terms set forth in Annex A hereto following conclusion of the Auction and
in all material respects in accordance with this Agreement and the Rights Offering Procedures, and the Subscription Expiration Time shall have occurred. terms. under the Securities Act within the, limitation of the exemptions provided by Rule
"Person" means an individual, a corporation, a partnership, an association, a limited liability company, a Government Entity, a Self-Regulatory
"Company IT Assets" means
As of the Execution Date, except
The Amended Proposal is based upon a total enterprise value of New GMI at emergence of
million, or (B) the Plan approved by the Bankruptcy Court provides for a Set-Up Equity Value for purposes of determining the Percentage Allocation (each as defined in the Restructuring Term Sheet attached as Annex C) of less than $835 million; or. payable as incurred to date and thereafter: and. replaced in a manner consistent with this Section 6.5, (ii) negotiate and have the Debtors enter into definitive
Schedule sets forth, for each Company Equity Award, the holder, type of award, grant date, number of shares, vesting schedule (including any acceleration provisions) and, if applicable, exercise price and expiration date. Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Subsidiaries in connection with the Company Assets, the Business or the Transaction, other than those that would not have a Material Adverse Effect. applicable Law, except for violations that would not have a Material Adverse Effect and (iii) the Company and its Subsidiaries have all Governmental Authorizations necessary for the conduct of the Business as currently conducted, other than those
(c)The
This Revised
But some hedge funds shined in March, trading around the market volatility as they were designed to do even as many of their traders worked from home. (f)Neither
Stock also shall have a, cumulative liquidation preference (the "Senior Liquidation, Preference"), which shall initially be an aggregate amount equal, to $735 million, over all other equity
(d)Deliverables. Hedge Fund and Insider Trading News: Ray Dalio, Bill Ackman, Warlander Asset Management, Corporate Office Properties Trust (OFC), Symantec Corporation (SYMC), and More, Hedge Fund and Insider Trading News: Ray Dalio, Warlander Asset Management, Copper Street Capital, Avangrid Inc (AGR), Knowles Corp (KN), and More, Hedge Fund and Insider Trading News: Daniel Och, Bill Ackman, Warlander Asset Management, FrontPoint Partners, Morphic Holding Inc (MORF), Acorn Energy Inc (ACFN), and More, Hedge Fund and Insider Trading News: Simon Sadler, Ray Dalio, George Soros, Neil Woodford, Warlander Asset Management, ArQule, Inc. (ARQL), Century Communities Inc (CCS), and More, How to Best Use Insider Monkey to Increase Your Returns, 6 Things You Didn't Know About Hedge Funds. Financing or (C) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt of the Debt Financing or adversely impact the ability of the Company or the applicable Backstop Parties to enforce their
Effect to the extent any such Effect has a disproportionate adverse effect on the Business or the Company and its Subsidiaries (taken as a whole) relative to the other participants in the industries and markets in which the Business and the Company
Directors at a meeting of the Unaffiliated Committee; provided that at
Debtors shall pay to each Backstop Party its Commitment Premium plus any Professional Expenses not previously reimbursed (or, if the First Commitment Order has been entered, but not the Second Commitment Order, such Backstop Party's pro rata portion of the amounts of the Aggregate Commitment Premium and the Professional Expenses that were approved by the Bankruptcy Court in the First Commitment Order); provided, however, that the Debtors shall not be obligated to pay such Commitment Premium
Except for amounts payable to
satisfied, unless such Milestone has been waived or extended in accordance with the terms of this Agreement, (ii) the Bankruptcy Cases are dismissed or converted to a case or cases under chapter 7 of the Bankruptcy Code, and neither such dismissal
Office of Foreign Assets Control), the United Nations Security Council, the European Union and its member states, and Her Majesty's Treasury. in Section 9.1. The hedge fund firm founded by billionaire Daniel Och has finally put one of the industrys biggest scandals behind it -- quietly. efforts to cause their respective Representatives to use their reasonable best efforts to, provide cooperation in connection with the arrangement of the Debt Financing as may be customary and reasonably requested by the Company, including using
"Transaction Documents"
Neither the Company, on the one hand nor the Backstop Parties, on the other hand shall participate in any meeting with any Government Entity in respect of any such filings, investigation or other inquiry without giving the each other
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