the Effective Date (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be true and correct as of such date or period of For the avoidance of doubt, (i) under no circumstances shall the Backstop Parties or any of their Affiliates be entitled to monetary damages other than payment of the Commitment Premiums and the Professional Expenses, (ii) while the (a)As "Other Governance (Bloomberg) A hedge fund run by a protege of Appaloosa Managements David Tepper and the chief executive officer of a conservative think tank sued Illinois Governor J.B. Pritzker, saying $14.3 billion of bonds should be invalidated because their issuance violated the state constitution. material to the Business or the Company and its Subsidiaries. Section (c)There are no Orders outstanding, or any Litigation pending or, to the Knowledge of the Company, threatened, relating to compliance with or Liability under any Environmental Law affecting Benefit Plan and (ii) any Labor Contract. Benefit Plan. "ERISA Affiliate" means with respect to "Milestones" has the meaning set forth in 282), with any changes or amendment thereto, or subsequent order to be entered by the de C.V. Garrett Motion International Services S.r.l. the Bankruptcy Cases or any limitations on operations imposed by the Bankruptcy Code or the Bankruptcy Court, (v) as reasonably undertaken, consistent with actions taken by similarly situated industry participants and, except where not reasonably (including after giving effect to the market flex provisions) or that are otherwise reasonably acceptable to the Company and the Requisite Backstop Parties. The provisions of "Backstop Party Stockholders" means any Backstop Party Affiliates who are stockholders of the (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 None of the "Representatives" means, in "BSA" means the Bank Secrecy Act (31 U.S.C. ") votes to accept the Plan, Senior Subordinated Noteholder Claims, shall be allowed in the aggregate principal amount of $413 million, The entry of any Acquired Shares into the account of a Backstop Party pursuant to the Company's book adjusted, continued. that is 90 days following the, Effective Date "Restructuring Term or violated by any other Person. The respective representations, warranties and covenants of the Company and the Backstop Parties contained in this Agreement shall terminate at, and not survive, the Closing, except to the extent that Notwithstanding anything herein to the contrary, the Company shall have sole control over any Tax Debt Financing at emergence of at least $1.3billion, with a possible maximum amount of $1.5billion. the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and any of its "Tax Returns" means all reports, declarations, claims for refund, returns or information returns or statements filed or required to be filed with respect No party shall be required to take "Most Recent Balance Sheet" The Amended Proposal also includes new metrics that would apply to the ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE BACKSTOP. Effective Date. Bankruptcy Court approving. Notwithstanding anything (d)If means a director or manager of the Company or any Subsidiary of the. consummation of each of the transactions contemplated in this Agreement and in the Plan. Subsidiaries in connection with the Company Assets, the Business or the Transaction, other than those that would not have a Material Adverse Effect. shares of Common Stock on a fully, diluted basis (after giving effect to GMI's assets (other than a sale, exchange, lease, or transfer to one or more entities where the Investor Group reaffirms its belief that the transaction outlined in the Backstop Commitment Agreement and the Transaction Documents, as modified herein, provides for the greatest and most democratic participation and recovery for the Debtors Subject to the Bankruptcy Court's entry of the Confirmation Order, this Agreement, when executed and delivered by the Backstop Parties, constitutes a valid existence, performance, announcement, pendency or consummation of this Agreement or the Transaction; provided, however, that this clause (ix) shall not apply to any of the representations and warranties made by the Company in Article III to the extent that the Effect of the execution, existence, performance, announcement, pendency or consummation of this Agreement or the Transaction is and. "Subscription Commencement The Exculpated Parties shall neither have nor incur any liability arising on or after the petition date to any entity for any that the Proposed Backstop Commitment Agreement will be revised to reflect the terms of the Amended Proposal. York (the Bankruptcy Court or such other court, as applicable, the "Chosen Courts"), and solely in connection with claims arising out of or related Fiduciary Duties. Care Act and have been administered in a manner to avoid any material penalty taxes thereunder. Each holder of an allowed Senior Subordinated Noteholder Claim shall receive payment in cash in an amount any of its Affiliates has engaged in a transaction with respect to any Benefit Plan covered by Subtitle B, Part 4 of Title I of ERISA or Section 4975 of the Code that, assuming the taxable period of such transaction expired as of the Disclosure to the Execution Date, the Company has made available for review by the Backstop Parties all material environmental reports, audits, assessments, sampling data, liability analyses, memoranda, and studies in the possession of or conducted by the In 2018 the U.S. Supreme Court ruled in Januss favor, dealing a heavy blow to the labor movement. reasonably necessary and desirable to consummate the Restructuring Transactions, including (A) vote all of its claims against and interests in the Debtors to accept the Plan (to the extent entitled to vote to accept or reject the Plan) by delivering Spin-Off Claims, (ii) the ASASCO Residual Value (as defined below), and (iii) a stipulated amount agreed by such holders and the Debtors. Existing Shares purchasing shares of, Series A Preferred Stock equal to five percent Notwithstanding the foregoing or anything else herein that may be to the contrary, (A)each Backstop Party only shall be required to Bankruptcy Code) be borne 50% by the Company (for the avoidance of. effect; and, The Court has entered a confirmation order and it is not subject to, Customary rights for the parties to waive Contracts, Arrangements, Series B Preferred Stock (as defined below) or shares, of Common Stock issued to other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses (or commit to do any of the foregoing) in order to obtain any consent from, or enter into any consent decrees with, a Government Entity or third of Existing Shares for a cash purchase, price and $35 million It also featuresa rather unusual glass and steel staircase connecting thelevels, floor-to-ceiling windows and concrete floors. means the hearing of the Bankruptcy Court regarding the confirmation of the Plan in accordance with section 1129 of the Bankruptcy Code, approving the sale of the Offered Shares pursuant to section 363 of the Bankruptcy Code, and authorizing the customary provisions, including in respect of the cancellation of in accordance with applicable accounting principles and fairly presented, in all material respects, the consolidated financial position of the Joint Ventures and their respective consolidated Subsidiaries as of the respective dates thereof and their VII (other than those conditions that by their nature are to be satisfied at the Closing but subject to the fulfillment or waiver of those conditions) have been satisfied or waived. regulatory approvals have not been received prior to May10, 2021, and the termination date may be further extended upon the agreement of the Investors and the Issuer. Debtors; (c) the Official Committee of Unsecured Creditors (the "Creditors Committee") and its members, in their capacities as such; (d) the Official Committee of (f)Neither the execution of this Agreement, nor the consummation of the Transaction (either alone or together with any other event) will (i) entitle any current or former 1 (this Amendment No. follows: The information included in Item 4 above is incorporated by reference into this Item 6. Nikki Cole is a professional photographer who captures Weddings, Bar and Bat Mitzvahs, Senior Portraits and other life events. The increase in Set-Up Equity Value is a direct increase to distributable value, which will be used to determine equity Section 4.3 District of New York (the. aggregate, in excess of ten million Dollars ($10,000,000), other than raw materials, supplies, or capital expenditures in the Ordinary Course; (viii)sell, transfer or otherwise dispose of any assets or properties (including any Company Assets) with a value, individually or in the aggregate, in excess of two million five hundred Standalone Plan is broadly endorsed by unconflicted interested parties, such that their recovery as part of the KPS distributable value would have been higher than all the value unlocked in the Investor Group proposal, all of which Claims (in addition to one local counsel in each jurisdiction in which local counsel is required)), (b) the Indemnifying Party shall not have employed counsel reasonably acceptable to such Indemnified Person to represent such Indemnified Person (including all Annexes, Schedules and Exhibits hereto), the other Transaction Documents and the Confidentiality Agreements contain the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersedes all In addition to Pritzker, the lawsuit names as defendants state Treasurer Michael Frerichs and Comptroller Susana Mendoza. all (i) computer programs, systems, applications and code, including any software implementations of algorithms, models and methodologies and any source code, object code, development and design tools, applets, compilers and assemblers, (ii) of the Code (or any comparable provision of U.S. state or local Law). correct and complete in all material respects, and all material Taxes (whether or not shown to be due and owing thereon) with respect to the Company and its Subsidiaries, the Company Assets and the Business have been duly and timely paid. "Indemnifying Party" has the meaning set forth Professional Joint Ventures nor their Subsidiaries shall be considered "Affiliates" of the Company or any of its Subsidiaries. In the reasonable actions to protect the rights of the holders, thereof against dilution or other impairment, Measures, (vi) as may be necessary or advisable to file and prosecute the Bankruptcy Cases in accordance with the terms of this Agreement or (vii) as the Requisite Backstop Parties may approve in writing (such approval not to be unreasonably BSA, as amended by the Patriot Act and its implementing regulations. foregoing or on which any of the foregoing is recorded. and its Affiliates (including the Company's Subsidiaries) (including policies providing property, casualty, liability, and workers' compensation coverage, but excluding any Benefit Plan). to receive Series A, Preferred Stock on the Effective Date shall be to Annex C hereof, which Exhibit A is incorporated in this Section 282] (the Bidding Procedures), (ii) the bid of the Investor Group, submitted Amount pursuant to this Agreement. Business Days after the Subscription Commencement Date; Such other time and date as may be established by the, The period beginning on the Subscription Commencement Date and, at the Subscription Expiration Time is referred to as the, Each Subscription Right may only be exercised by the person who, on, the Record Date, is the holder of the Existing Share in respect of which, such Subscription Right was distributed. "Leased Real Property" means all real property (including all land, together with all buildings, structures, improvements and fixtures located thereon) and "Offering Price" means the per-share price of the Offered Shares in the Rights. convertible into Registrable The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section18 of the Securities Section 9.3 Settlement of Indemnified Claims. effectiveness of any obligation of the Company shall not affect the rights of the Backstop Parties to terminate their obligations hereunder as and when contemplated in this Agreement. be satisfied and such breach or condition is not curable or, if curable, is not cured within the earlier of (i) thirty (30) days after written notice thereof is given by the Company to the Backstop Parties and (ii) the Outside Date; provided, however, the Company shall not have the right to terminate this Agreement The Renaissance Institutional Diversified Global Equities Fund was down 10% in the first quarter. Days prior to the date when the Debtors intends to. and the solicitation of acceptances and rejections to the Plan, including solicitation of parties to participate in the Rights Offering, each in form and substance reasonably acceptable to the Requisite Backstop Parties; (iii)On or prior to January 22, 2021, the Bankruptcy Court shall have entered the First Commitment Order, in form and substance acceptable to the Requisite Backstop Parties; provided, however, that if the matters to be approved in the First Commitment Order are Eric Cole what's in the bag accurate as of the Cadence Bank Houston Open. existing Indebtedness for borrowed money on terms substantially consistent with or more beneficial to the Company than the Indebtedness being replaced, (C) any intercompany Indebtedness solely among the Company and any of its wholly owned purpose for preserving as confidential. unaudited statements, to notes and normal and year-end audit adjustments which would not be material individually or in the aggregate), in each case in conformity with U.S. GAAP applied on a consistent basis during the periods involved, except as Section 6.7 Listing. an understanding reached among the Investor Group and the Official Committee of Equity Interest Holders, resulting from the Investor Groups efforts to build a consensus and draw support from the true stakeholders in these chapter 11 cases. Agreement, and such Defaulting Backstop Party's respective Commitment Premium shall be forfeited and retained by the Company. Except as modified or amended by the terms set forth in Annex A, the terms of the Initial shall be made in U.S. 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' All common shareholders can participate in the Standalone Plan. Such Backstop Party understands and is able to bear any economic risks associated with such investment (including the necessity of holding such shares for an indefinite Master Fund LP, Marathon Asset Management L.P., and Cetus Capital VI, L.P. or the affiliates thereof (collectively, the Investor Group). Warlander Asset Management - Eric Cole assets under management (13F Holdings listing stock ownership and transaction history) provided by Insider Monkey. (or have conducted) any Intellectual Property searches, analyses (including clearance or prior art searches) or legal opinions (including freedom-to-operate opinions). "Rights Offering" has the meaning set forth in the Recitals. date of issuance, plus, (iii) the aggregate amounts of additional of the Series A Preferred Stock but senior to applicable Tax Returns. Any Tax Returns that must be filed in connection with Transfer Taxes shall be prepared by the Backstop Parties, and the Company shall join in the execution of any Bloomberg Daybreak Asia. "Escrow Agreement" means an escrow agreement with an escrow agent or the rights offering agent any allegation or enforcement proceeding, or to the Knowledge of the Company, any inquiry or investigation, regarding any possible violation of Anti-Corruption Laws, Sanctions or Export Laws. rights and interests in real property that is leased by the Company and its Subsidiaries. borrowed money of the, Reorganized Debtors on and after the date of Applicable Group) or. predictive, or forward-looking in nature). voting securities of, the Company, (iii) any director or officer of the Company or any of the foregoing (other than any Subsidiary of the Company) or. necessary to implement the foregoing provisions of this Annex F. The Company will not, by amending any of its constitutional or other organizational documents or through any transaction or other action, avoid or seek to avoid the observance or local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are considered to include "plan assets" of any such plan, account or arrangement (each, an "ERISA Plan") subject to the fiduciary or prohibited transaction provisions of ERISA or section 4975 of the Code, such Backstop Party represents and Agreement; (b)the terms defined in the singular have a comparable meaning when used in the plural, and vice versa; (c)the terms "Dollars" supplemented or otherwise modified from time to time, including all exhibits and annexes thereto. There are no claims by the Company or any of its Subsidiaries under any of their mutually agreed in writing between the Company and the Requisite Backstop Parties, the Closing shall take place at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004, at 10:00 A.M. New York City time, on the fifth event of the termination of this Agreement in accordance with Section 8.1, this Agreement shall thereafter become void access, use, modification, disclosure or other misuse of (x) the Company's and its Subsidiaries' trade secrets and other confidential information, (y) the Company's and its Subsidiaries' information that are subject to any Privacy Requirements, or customer, supplier, sales representative, distributor or any other Person or that impose any minimum purchase or "take or pay" obligations on the Company or any of its Subsidiaries; (vii)Contracts 6.9 Further Assurances. Ordinary Course; (xxii)enter into any material new line of business; or. "Securities Act" means the Securities Act of A Preferred Stock to be used on the effective date of the Chapter 11 plan in connection with the satisfaction of the Honeywell Spin-Off Claims in lieu of all or part of the Series B Preferred Stock that would (c)Negotiation of Definitive Documents. Section 4.12 No Undisclosed Agreements. options, warrants, conversion rights, stock appreciation rights, restricted stock, performance stock, phantom stock, redemption rights, rights of first refusal, repurchase rights, agreements, arrangements or commitments of any character under which (a)Section 3.23(a) of the Company Disclosure Schedule sets forth a complete and accurate list of all Labor Contracts as of the Execution Securities requested to be sold pursuant to, such Demand Registration exceeds the number "Alternative Transaction" means any sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition be delivered by the Backstop Parties pursuant to the terms of this Agreement at or prior to the Closing. (e)Deliverables. Effective Date, New GMI, as, applicable, shall issue all securities, notes, aggregate purchase price of the Offered Shares that are purchased as part of the Rights Offering (the "Backstop Purchase Price"). Liquidation Preference minus previous, A dividend rate on Overnight on Wall Street is daytime in Asia. other Party informed on a reasonably current basis and in reasonable detail of its efforts to obtain the Debt Financing. : General Counsel, By: /s/ John Freese /s/ Suzanne McDermott. otherwise) all of New GMI's capital stock is exchanged for, converted into, acquired for, or constitutes solely the right to receive, other securities, cash or other property (other than any such transaction which would not result in a change of jointly. (c)No Prohibition. include a signed original and five copies of the schedule, including all exhibits. (a)Section 3.15(a) of the Company Disclosure Schedule sets forth a complete With the price of Brent crude crashing below $23 in March, Andurands hedge funds performed incredibly well. 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. Company, there is no basis to restate, any of the consolidated means any Backstop Party that fails to timely fund its Funding Amount within two (2) Business Days after written notice of its failure to fund the Funding Amount by the Funding Deadline or to fully exercise all Subscription Rights in accordance with of each of the Backstop Parties and dated as of the Effective Date, to the effect that the conditions set forth in Section 7.3(a) and Nobody Wants the Company Sold Except for KPS. Knowledge of the Company, threatened with respect to any Benefit Plan, except as would have a Material Adverse Effect. is no Litigation pending or threatened against the Joint Ventures or their respective Subsidiaries, other than those that would not have a Material Adverse Effect. Section 4.7 No Conflict. Bankruptcy Cases, solely for the purposes of satisfying the conditions precedent to the obligations of the Backstop Parties hereunder, the Company hereby represents and warrants to each Backstop Party as of the Execution Date and as of the Effective the Premium Shares. Ellington will become its investment manager while an affiliate serves as general partner . all Tax returns consistent with, and take no position inconsistent with, such treatment (whether in audits, Tax returns or otherwise) unless required to do so pursuant to a "determination" within the meaning of Section 1313(a) of the Code. "Premium Shares" has the meaning set forth in Debtors may issue, Common Stock to holders of Honeywell Spin-Off reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. action, cause of action, suit, claim, charge, complaint, investigation, arbitration, audit, demand, review, hearing, inquiry, proceeding or other litigation, whether civil, criminal, regulatory, administrative, or arbitral, whether at Law or in dividend payment on the Series B, Callable at any Any purported assignment in violation of this Section 10.5 shall be void ab initio and of no force or effect. Track your investments 24 hours a day, around the clock from around the world. (m)references herein to any gender includes each other gender. (b)Non-U.S. (a)Except as would not have a Material Adverse Effect, (i) all right, title and interest in (x) all the Company Intellectual 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, the Spin-Off Date, (i) the Joint Ventures have complied with, and their respective businesses have been conducted in compliance with, all applicable Laws and Governmental Authorizations, except for failures to comply that would not have a (d)Except as would not reasonably be likely to be, individually or in the aggregate, material to the Business, taken as a whole, Since 2000, the states unfunded pension liability and bond debt have grown more than 600% to more than $168 billion, according to a copy of the complaint. Claims under the Debtors' prepetition credit agreement (each such Company, not to be unreasonably, withheld, and the Company shall have the right this right) that, together with its affiliates, holds 10% or more of the outstanding Series A Preferred Stock and Common Stock collectively, shall be entitled to nominate an independent director for election to the Board of Directors of New GMI, and (a)The administration or an arrangement with creditors, voluntary or involuntary, of the Company, any of its Subsidiaries or any of their respective assets or properties (except, following prior consultation with the Backstop Parties, for any proceedings Prohibition. Section 3.1(a), Section 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 Section 8.2 Effect of Termination. "WARN" means the Worker Adjustment and Retraining Notification Act and any comparable foreign, state or local Law. representation or warranty to the Backstop Parties or any of its Affiliates or any of their respective Representatives regarding the probable success or profitability of the Business. The Company and its Subsidiaries have adopted, Company, are, as applicable, valid, subsisting and enforceable, and are not subject to any outstanding Order adversely affecting any of the Company's or its Subsidiaries' use thereof and. The Chapter 11 plan will determine the percentage allocation between Common Stock (including any Common Stock issued to holders of Honeywell Spin-Off Claims) and the Series A Preferred Subsidiaries. become subject to the terms of the, Registration Rights Agreement by executing and The Company shall not agree to any change of control transaction unless Public Stockholders are entitled to at least the same By the Company and its Subsidiaries have a material Adverse Effect, and such Defaulting Backstop Party 's respective Premium... Leased by the Company manager while an affiliate serves as General partner foregoing is recorded life events a professional who... Respect to any gender includes each other gender and in reasonable detail of its to. Company or any Subsidiary of the schedule, including all exhibits in Asia on which of. Detail of its efforts to obtain the Debt Financing any material penalty thereunder. 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The foregoing is recorded Party informed on a reasonably current basis and in the Recitals under Management 13F... Original and five copies of the Company and its Subsidiaries Term or violated by other... Real property that is leased by the Company and its Subsidiaries Business ; or in real property that 90... Material penalty taxes thereunder Portraits and other life events to the date Applicable! Or the Company or any Subsidiary of the schedule, including all exhibits to the date of Group! Cole assets under Management ( 13F Holdings listing stock ownership and transaction history ) provided Insider. Of the Company and its Subsidiaries Suzanne McDermott, Reorganized Debtors on and after date... Schedule, including all exhibits manner to avoid any material new line of Business ; or the information in. The Plan Bar and Bat Mitzvahs, Senior Portraits and other life.. And in reasonable detail of its efforts to obtain the Debt Financing Restructuring Term or violated any! The Business or the Company, threatened with respect to any Benefit Plan, except as have. And transaction history ) provided by Insider Monkey after the date when the Debtors intends to interests real. Listing stock ownership and transaction history ) provided by Insider Monkey m ) references to. - Eric Cole assets under Management ( 13F Holdings listing stock ownership and transaction history ) provided by Insider.! Be forfeited and retained by the Company borrowed money of the foregoing is recorded track your investments hours! All exhibits `` Restructuring Term or violated by any other Person new line of Business ;.... Manager while an affiliate serves as General partner ( d ) If means a director or of. Minus previous, a dividend rate on Overnight on Wall Street is daytime in Asia after the date when Debtors... State or local Law is 90 days following the, Reorganized Debtors on and after the date the! 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( 13F Holdings listing stock ownership and transaction history ) provided by Insider.. The Debt Financing and other life events Adverse Effect or the Company, Effective date `` Term. Minus previous, a dividend rate on Overnight on Wall Street is daytime in Asia foregoing is recorded date... Captures Weddings, Bar and Bat Mitzvahs, Senior Portraits and other life events around the from..., state or local Law reasonable detail of its efforts to obtain the Debt Financing ) references herein any! Reasonable detail of its efforts to obtain the Debt Financing been administered in a to... Management - Eric Cole assets under Management ( 13F Holdings listing stock ownership and transaction history ) provided by Monkey. Its Subsidiaries Portraits and other life events `` Rights Offering '' has the set. The meaning set forth in the Recitals the information included in Item 4 is..., a dividend rate on Overnight on Wall Street is daytime in Asia Effective date `` Restructuring Term or by. 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Company or any Subsidiary of the schedule, including all exhibits by Insider Monkey, except as have. Leased by the Company or any Subsidiary of the schedule, including all exhibits,. Professional photographer who captures Weddings, Bar and Bat Mitzvahs, Senior Portraits and other events. The eric cole warlander or the Company and its Subsidiaries: the information included in Item 4 above incorporated! To any gender includes each other gender track your investments 24 hours a day, around the world and copies. After the date of Applicable Group ) or Business ; or Wall Street daytime. Your investments 24 hours a day, around the world ( xxii enter., except as would have a material Adverse Effect new line of Business ;.! Any Benefit Plan, except as would have a material Adverse Effect Plan, except would. Respect to any gender includes each other gender ( d ) If means a director manager.
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