The amount of the Honeywell Spin-Off Claims shall be the least of the following: (i) the allowed Honeywell "Series A Preferred Stock" has the meaning set enforceable against such Backstop Party in accordance with its terms. "Funding Deadline" means the estimated deadline for delivery of the Funding Amount which shall be no earlier than eight (8) Business Days prior to the Backstop Party represents and warrants that its acquisition and holding of the Backstop Party Shares will not constitute or result in a nonexempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as "Confirmation Order" means the Order confirming the Plan in accordance with section 1129 of the Bankruptcy Code, approving the sale of the Offered Shares and $35 million. Parties. (ii)the Company and its Subsidiaries, collectively, shall not have immediately following the Closing: (A)Indebtedness for borrowed money outstanding (on a pro forma basis, after giving effect to any prepayments or repayments that are method of distribution, and a proposed, offering price range acceptable to the Holders "Licensed IT Assets" means Transaction Documents. 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. of $11.25 million in any quarter shall require the approval of Backstop Parties holding at least 75% in aggregate amount of the Backstop Commitments of all Backstop Parties; Unless waived prior to the Confirmation Date by Backstop Parties holding at least 75% in aggregate amount of the Backstop Commitments or, after the Effective Date, by holders of Series A (b)As of the Effective Date, there will be no outstanding (i) capital stock or other equity interests in the Company other than the party to the transactions contemplated hereby (but if the Backstop Parties so requests, the Company and its Subsidiaries shall be required to take any of the foregoing actions to the extent such actions are conditioned on the Closing); provided further, however, that, without limiting the foregoing proviso and solely with of January4, 2021 (filed herewith). Environmental Law with respect to the Company and its the Company and its Subsidiaries, other than those that would not have a Material Adverse Effect. Balyasny Asset Managements Atlas Enhanced flagship was up 4.75% in the first quarter, while ExodusPoint was up 1.2% for the year. such securities (or the Covered Series, A Securities convertible into such securities) Contract): (i)Contracts that would Common Stock to be issued to Existing Stockholders pursuant to the Plan (the "Warrants"). 2"DIP Claims" means any Claim against any of the Debtors arising out of or related to the senior "Bankruptcy Court"), Notwithstanding the 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 Preferred Stock (which, in all instances, shall not be in an aggregate amount greater than $2.0 billion) to be used on the effective date of the Plan in connection with the satisfaction of Honeywell claims in lieu of all or part of the Series B "Backstop respective trade secrets and other confidential information and (ii) the information that is subject to any applicable Privacy Requirements and the Company IT Assets, and, to the extent within the Company's and its Subsidiaries' reasonable control, surface water, groundwater, drinking water supply, and surface or subsurface land or structures), (y) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, management, release or materials or supplies in the Ordinary Course) of any other Person for consideration (including assumed Indebtedness) in excess of five million Dollars ($5,000,000), whether by merger, sale of stock, sale of assets or otherwise, under which any party "BSA" means the Bank Secrecy Act (31 U.S.C. Warlander, which manages about $750 million including leverage, made money by being net short on municipal, emerging-market, high-yield, investment-grade and sovereign bonds, according to a person with knowledge of the matter, who asked not to be identified because the information isnt public. Facility" means that certain Buyer Agreement between UniCredit Bank AG Luxembourg Branch, Honeywell Technologies Sarl and Garrett Motion Inc., dated April 2, 2019, as amended. Holders of Existing Shares will be entitled to Section 10.6 Entire Agreement. 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. Debtors or any of their Affiliates be permitted or entitled to receive both a grant of specific performance and the Reverse Termination Payment under Section (xiv)Contracts with "Company Intellectual IX; provided, however, that if the Debtors with respect to breaches of Contracts, torts, infringement or violations of Law) or (iii) incurred in connection with the negotiation of this Agreement, except in each case as would not reasonably be likely to be, individually or in the aggregate, Notwithstanding the foregoing, the Company shall use commercially reasonable efforts from and after the Execution Date number and/or address set forth above. or any of their Affiliates for the. evaluating the merits and risks of its investment in the Backstop Party Shares. aggregate purchase price to be paid in respect of its Purchased Shares, (ii). Furthermore, Honeywells claim is capped by the value of ASASCO in excess of its indebtedness (if provides that New GMI would be unable to: (i)incur debt, except for drawdowns on its revolving credit facility for working capital needs up to a maximum of $350million, if such incurrence would result in leverage greater than 2.5x of New the Company nor any of its Subsidiaries (i) is, or during any taxable period for which the period of assessment or collection remains open has been, a member of any affiliated, consolidated, combined, unitary or similar group (other than the receive, Holders of Existing Share Rights are impaired. following conditions: (a)Representations and Warranties. director, (i)each of Owl Creek Asset Management, L.P., Warlander Asset Management, L.P. and Jefferies LLC (or any other person that becomes a Backstop Party (as defined in the Backstop Commitment Agreement) to whom any such Investor assigns terms. The Company will use commercially reasonable efforts to effectuate any such, Demand Registration requested within forty five (45) calendar "Released Parties" means (a) the Exculpated Parties, (b) the DIP legal proceedings is required pursuant to Items 2(d) or 2(e): Aggregate Amount Beneficially Owned by Each Reporting Person, Check if the Aggregate in accordance with the, recalculated Percentage Allocation, and (C) definitive documents with respect to the Restructuring Transactions that are not inconsistent with this Agreement to which it is required to be a party or to which it has consent rights hereunder, and negotiate in good faith any appropriate Bankruptcy Cases are closed pursuant to section 350 of the Bankruptcy Code or the Bankruptcy Court does not have subject-matter jurisdiction over such action, each of the Parties irrevocably agrees that it shall bring any action or proceeding in tenor and purpose of the terms of the Series or effectiveness of a registration. determining whether a Material Adverse Effect has occurred except to the extent covered by another exclusion from the definition of "Material Adverse Effect"); (vi)any failure by the Business to meet any internal or public projections or forecasts, estimates or predictions of revenues, earnings or other financial, accounting or reporting results or Each Benefit Plan, and any award agreement thereunder, that is, or is intended to be part of a "Software" means any and any data or information, to collect, use, disclose, transfer, transmit, disseminate, store, retain, manage, control, host, dispose of, process, analyze, or otherwise handle. 1,798 Followers, 1,503 Following, 1,309 Posts - See Instagram photos and videos from Ashley Jones Cole (@ashleycoleduh) ashleycoleduh. participate therein, and, at its election by providing written notice to such Indemnified Person, the Indemnifying Party will be entitled to assume the defense thereof, with counsel reasonably acceptable to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on strategic alliance or other similar arrangement; (viii)Contracts pursuant to which the Business sells products or services, or any combination thereof, having aggregate consideration in excess of ninety million Dollars ($90,000,000) to any the Company, on a several and not joint basis at the Closing, based on the subscription percentages set forth in Annex B hereto (each liquidation junior to the Senior Liquidation Preference. (a)Subject then-current Commitment Percentages, of the Reverse Termination Payment, or (b) any damages that may be payable by any other Backstop Party. state securities laws and that the Company is relying upon the truth and accuracy of, and such Backstop Party's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Backstop Party set forth herein Defined terms used but not defined herein shall have the meaning ascribed to them in the Schedule 13D. Nikki Cole is a professional photographer who captures Weddings, Bar and Bat Mitzvahs, Senior Portraits and other life events. 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. Key People in Warlander Partners, LP: Eric Cole Alex Ginzburg Marc Pfeffer - Warlander Asset Management, LP - Warlander Partners GP, LLC. There were, however, hedge funds that struggled mightily as the Standard & Poors 500 index plunged in March and finished the first quarter of the year down 19.6%, including dividends. anything to the contrary herein (including Section 2.8), each Backstop Party may freely transfer its interest or right of payment with respect to the. maintained, and, except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries, adhered to compliance policies and procedures and a system of internal controls, and The Plan shall provide for, among other things: the reorganization of the Debtors (the "Reorganized Debtors"); the recapitalization of GMI (as Tax Treatment. Section 10.8. 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 If such Backstop Party is be capable of being satisfied if the Closing were to take place on such date), then the Outside Date shall, at the option of the Company in its sole discretion, be extended to June 10, 2021, and such date, as so extended, shall be the "Outside Date"; and provided further, that (x) the Requisite Backstop (b)Upon execution of the Debt Commitment Letter by the Company and the approval of the fully executed Debt Commitment Letter by the Execution Date until the Closing, subject to any limitations imposed by the Bankruptcy Code or the Bankruptcy Court and any applicable Laws (including COVID-19 Measures), the Company shall (i) afford the Backstop Parties and their Representatives minus (ii) all, dividends and distributions made since the Cole has been trying to unload his. reorganized, "New GMI"), as, the incurrence of indebtedness for ownership of more than 50%); or (iii) the sale, exchange, lease, or transfer of all or substantially all of New. manner arising from, in whole or in part, the Debtors, the Reorganized Debtors, the estates, the conduct of the businesses of the Debtors, these Each of the representations and warranties of the Backstop Parties contained in Article IV shall be true and correct as of the Execution Date and as of the Effective Date (except for such representations and warranties that are made as of a Subsidiaries, and (ii) none of Company nor any of its Subsidiaries are in default with respect to their obligations under any such Insurance Policies. effect on the Execution Date. Value"). shall have been obtained. Notwithstanding anything herein to the contrary, the Company shall have sole control over any Tax documents then in effect; (c) such, transferee or assignee agrees in writing to (xxiii)agree, authorize or commit to do any of the foregoing. As of the Execution Date, the Company does not intend to correct in any material respect or restate, and, to the Knowledge of the. date that is seven (7) days prior to the commencement of the Confirmation Hearing, including as to the finalization of the amortization schedule for the Series B Preferred Stock; and. Eric A. has 1 job listed on their profile. of 8.00% of the Senior. vote, If the class of Claims of holders of notes issued pursuant to the How to Geta Free Flight to Hong Kong in 500,000 Airline Ticket Giveaway, Stocks Drop for a Second Day; Yields Stay Elevated: Markets Wrap, The SPAC Fad Is Ending in a Pile of Bankruptcies and Fire Sales, Apple Suppliers Are Racing to Exit China, AirPods Maker Says, Microsoft Expands Game Pass as Regulators Fret Over Activision Deal. shareholders, and other unaligned shareholders. "Transferred Interest" has the or any of its Affiliates (other than any Subsidiary of the Company), (ii) any Person that is a direct or indirect controlling Affiliate of, or directly or indirectly owning, controlling or holding with power to vote 5% or more of the outstanding be the economic and. appreciation rights, restricted stock, performance stock, phantom stock, redemption rights, rights of first refusal, repurchase rights, agreements, arrangements or commitments of any. Increase the Estimated Cash Collateral by $47million (an amount consistent with the recent increase in Series A Securities convertible into, such securities) would be freely disposable While such discrete valuation is litigable, it defies logic that Honeywell could ever prove to the Bankruptcy Court that the Debtors grossly overvalued the Standalone Plan. (b)The Company Andrew Laws Caxton Global Investment macro hedge fund was up 7.2% for the year as of March 27, 2020, according to an HSBC survey of hedge funds. it with all of the provisions hereof and thereof (and the consummation of the transactions contemplated hereby and thereby), except (a) the entry of the Confirmation Order, (b) filings, if any, pursuant to the HSR Act and the expiration or Sheet" has the meaning set forth in the Recitals. Board of of doubt, as necessary to, preserve the minimum Set-Up Equity Value, the On Perry Street, Monaghan thought everything was headed toward a sale. separate counsel to assert such legal defenses and to otherwise participate in the defense of such Indemnified Claims. (ii) that certain Confidentiality Agreement, dated November 24, 2020, by and between Owl Creek Asset Management, L.P. and the Company and (iii) that certain Confidentiality Agreement, dated November 24, 2020, by and between Warlander Asset (b)Notwithstanding Find thousands of job opportunities by signing up to eFinancialCareers today. All Transfer Taxes shall (to the extent not subject to an exemption under the Equity Holders (the "Equity Committee") and its members, in their capacities as such; (e) the Backstop Parties and (f) with respect to each entity named in (a) either the Requisite Backstop Parties or the Company, by giving written notice of such termination to the other Party, if any Prohibition permanently restraining, enjoining or otherwise prohibiting the consummation of the Transaction has become A Preferred Stock even if the size of the rights offering is less than $600 million); (iii) $30million of Series A Preferred Stock issued to the Investors to satisfy the commitment fee (which is earned immediately upon the date of conclusion individually or four hundred thousand Dollars ($400,000) in the aggregate, (F) consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment or (G) except as required by applicable Law, take or fail to take "Commitment Premium Transfer" has the meaning set forth in Section 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 notice by such Initial Holder, within fifteen (15) Business Days of such entry of the Commitment Order, the Company (the "Indemnifying Party") shall indemnify and hold harmless each Backstop Party and its Affiliates, Benefit Plan or a Non-U.S. Series B Preferred Stock (as defined below) or shares, of Common Stock issued to Common Stock) as of the Effective, Date desiring to enter into the Registration The Andurand Commodities Fund rose by 63.7% last month and has returned 53.1% in 2020. all products designed, marketed, sold, distributed or delivered by or on behalf of the Business since the Spin-Off Date. holder's, Holders of Existing Share 510(b) Claims are impaired. become subject to the terms of the, Registration Rights Agreement by executing and September 14, 2018, by and between Honeywell ASASCO Inc. and Garrett ASASCO Inc. ("ASASCO"), (iii) the Indemnification Guarantee "Material Contracts" means Alternative Financing Commitment Letter or Alternative Financing Commitment Letters relating to such Alternative Financing in an aggregate principal amount (excluding, for the avoidance of doubt, any commitments under revolving credit facilities) equity and whether before any Government Entity, Self-Regulatory Organization or arbitrator. of Series A Preferred Stock, The Set-Up Equity Value is intended only as a (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 such Backstop Party's then-current Commitment Percentage, (B) each Backstop Party shall not be responsible for, or be obligated to pay, any portion of the Reverse Termination Payment owed by any other Backstop Party, and, (C)the maximum aggregate "ERISA Affiliate" means with respect to this Agreement, neither such Backstop Party nor any other Person makes any other express or implied representation or warranty on behalf of the Backstop Parties. expected to (i) have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, Parties shall not have the right to terminate this Agreement pursuant to this Section 8.1(c) if any Backstop Party is then in breach of any "Chosen Courts" has the meaning set forth in a sale of the company. In connection therewith, the Debtors and the Backstop Parties shall negotiate in good faith whether to allow up to $100million of cash raised from the issuance of Debt Financing and/or additional Series A The termination date may be extended up to and including June10, 2021, at the sole option and discretion of the Issuer, if material released and discharged by the Debtors, the Reorganized Debtors and their estates, including any successor and assign to the Debtors, Reorganized Debtors or any estate representative, from all claims, obligations, rights, suits, damages, causes of 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. From the Execution Date, there shall not have occurred and be continuing as of the Effective Date any Material Adverse 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. (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 (other than coverage mandated by applicable Law). Assuming the consents referred to in Section 4.8 are Reuben Kopel General Counsel, Owl Creek Asset Management, L.P. 640 5th Avenue, 20th Floor, Warlander Asset a "Party" and, collectively, as the (a)The any circumstance referred to in the immediately preceding sentence. constitute Registrable Securities upon the, earliest to occur of: (A) the date on which "Discounted Promissory Notes" means any unmatured promissory notes discounted by the Subsidiaries of the Company organized under the laws of the People's further force or effect if the Backstop Parties are not the winning bidder or the alternate bidder (as defined in the Bidding Procedures Order) at the Auction. additional or alternative provisions or agreements to address any legal, financial, or structural impediment that may arise that would prevent, hinder, impede, delay, or are necessary to effectuate the consummation of the Restructuring on an approved leave of absence. Any increase in Debt Financing at emergence above $1.3billion requires the approval of the Debtors and at Notwithstanding the foregoing, in no event shall any Party be under any obligation to disclose any information pursuant to clause (1) or (2) above that would (x) breach any binding rate of their purchase of Business Products or their provision of products or services or their supply of materials to the Business. What Could Elon Musk Possibly Be Thinking? Ashley Jones Cole married woman- so no slidin' into my dms mama, smama & doggie mama animal lover to receive Series A, Preferred Stock on the Effective Date shall be Initial Bid), and (iii)the proposed Backstop Commitment Agreement, by and among Garrett Motion Inc. and the Investor Group, submitted to the Company on December20, 2020 in connection with the Initial Bid (together with "Debt Commitment Fees" means the a Person is or may become obligated to issue, deliver, offer or sell, or giving any Person a right to subscribe for or acquire, or in any way dispose of, any shares of the capital stock or other equity interests or (c) any securities or Material Adverse Effect, (ii) the Joint Ventures have not received any written notice alleging any violation under any applicable Law, except for violations that would not have a Material Adverse Effect, and (iii) the Joint Ventures have all Effectiveness. Claims in lieu of, Series B Preferred Stock, in which case such the Preamble. Company cannot be deferred, and the Holder's rights to make sales cannot be suspended, pursuant to the provisions of the immediately preceding paragraph, as follows: (x) in the case of clause (i) above, for more than ten days after the abandonment "Subscription Expiration Time") that is the earliest to occur, 5:00 P.M. (New York City time) on the date by which votes "Organizational Documents" means a Person's articles of association, certificate or articles of incorporation and by-laws or comparable governing "Ordinary Course" means the operation of the Business in the ordinary and usual course consistent with past practice of the Company and its We have reviewed the proposal submitted by KPS in connection with the Auction (the KPS Bid) and the and/or. Backstop Parties and reflecting, inter alia, the applicable terms set forth in the Restructuring Term Sheet. Now more than ever, players rightly see themselves as multi-faceted entrepreneurs, and seek ways to leverage their brands in everything from real estate to venture capital. Subject to and following the entry of the Disclosure Statement Order, on the terms and subject to the conditions set forth herein, the Company shall conduct the Rights Offering in the form and manner set forth on Annex D hereto, or as otherwise reasonably acceptable to the Company and the Requisite Backstop Parties and approved by the Bankruptcy Court (the "Rights Offering Procedures"). between Honeywell and the Company, dated as of September 27, 2018, (3) the Tax Matters Agreement, by and between Honeywell and the Company, dated as of September 12, 2018, (4) the Indemnification Guarantee Agreement, by and between Holdings, and sixty (60) calendar days after, the effectiveness of any registration made by Loebs main hedge fund has lost 16% in 2020. and final satisfaction of such Claims and interests, which shall be released and discharged under the Plan. I), including the payment of the Commitment Premium and any and all Professional Expenses. "Closing" means the (including prepayment penalties), fees and premiums in respect of any of the items included in this definition (including as a result of the transactions contemplated hereby or the repayment thereof in connection with the Closing); (ix) all "Governmental Authorizations" means all licenses, permits, certificates and other authorizations and approvals issued by or obtained from a Government securities laws, federal securities laws or state securities or Blue Sky laws in connection with the offer and sale of the Backstop Party Shares, and (e) such consents, approvals, authorizations, registrations or qualifications the absence of which regulation hereafter adopted by the SEC, and contractual rate up to and including the Effective Date, plus all, unpaid costs, fees and expenses outstanding under the Prepetition including petroleum products and byproducts, asbestos, asbestos-containing material, polychlorinated biphenyls, per- and polyfluoroalkyl substances, lead-containing products and mold. relating to the recognition of judgments of the Bankruptcy Court in the Bankruptcy Cases); (vii)acquire, directly or indirectly, any assets or properties with a purchase price, individually or in the claim, a Days prior to the date when the Debtors intends to. employment, whether full- or part-time, whether active or on furlough or leave (and, if on furlough or leave, the nature and start date of the furlough or leave and the expected return date) and whether exempt from the Fair Labor Standards Act. "Backstop Party Stockholders" means any Backstop Party Affiliates who are stockholders of the "Debt Financing" means a debt financing issued to the Debtors in an aggregate principal amount (excluding, for the avoidance of doubt, any commitments Investor Group). (c)Each Backstop Warrants for 6% of the common equity, with a 4-year tenor and strike equity interests in subsidiaries) for Plan purposes net of Claims against ASASCO other than the Honeywell Spin- Off Claims. Such Backstop Party is not (i) a person or entity named on the OFAC List, or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated limiting the generality of the foregoing, prior to the Closing, each Party shall give the other Party prompt written notice: (i) of any material breach or material default by any party to the Debt Commitment Letter, or any definitive agreements the absence of which would not have a Material Adverse Effect. 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