Value"). means, with respect to each Backstop Party, a percentage equal to: (i)(A) such Backstop Party's portion of the Subscription Purchase Price. the Premium Shares. Bankruptcy Cases, the implementation of the orderly liquidation contemplated by the Plan and the release of mortgages, liens and security interests on property of the estates, the distribution of proceeds, on and after the Effective Date, to the "First Commitment Order" means an Order of the 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 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 "Agreement" has the meaning set forth in the Preamble. Warlander Management GP, LLC, its general partner, By: Warlander Partners GP, LLC, its general partner, Warlander Offshore Fund, Ltd., its general partner. performance of the terms and. 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 Each holder of an allowed administrative, priority, and tax Claim filed or furnished by the Company with the SEC pursuant to the Exchange Act or the Securities Act. deliver any other assurances or documents or instruments reasonably requested by another Party and necessary for the requesting Party to satisfy its obligations hereunder or to obtain the benefits of the Transaction. "Rights Offering Procedures" has the meaning deemed to be in breach of this Agreement as a result thereof file the applicable definitive documents with the Bankruptcy Court. stock or assets or otherwise), directly or indirectly, any 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 Bankruptcy Court shall have entered the First Funding Order, in form and substance acceptable to the Requisite Backstop Parties; provided, however, that if the matters to be approved in the First Funding Order are being actively contested in the Bankruptcy Court as of January 22, 2021, the Milestone in this Section 5.1(a)(iv) shall be automatically extended to January 27, 2021; (v)On or prior to Promptly after receipt by an Indemnified Person of notice of the commencement of any claim, challenge, litigation, investigation or proceeding (an written or oral contract, agreement, lease, sublease, bond, debenture, note, mortgage, indenture, guarantee, instrument, obligation, purchase or sale order, arrangement, commitment or license, including any amendments thereto, but excluding (i) any administered by U.S. Customers and Border Protection). 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. The Company shall amend the Initial Shelf Registration Statement and any subsequent shelf registration statement once per fiscal quarter "Audited Balance Sheet Date" means the date of the Most Recent Audited. 3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, "Purchased the definition of Escrow. in respect of such additions or penalties, and any liability for any of the foregoing as transferee or successor, and (ii) in the case of the Company or any of its Subsidiaries, liability for the payment of any amount of the type described in clause If the Debtors determine not to proceed with the Debt Financing pursuant to the Debt Commitment Letter and elect to proceed with an Alternative Financing prior to January 22, 2021, no Party shall be. Since the Audited Balance Sheet Date, none of the Company or any of its Subsidiaries has engaged in any material dispute with any of the 8.3(b), and (iii) under no circumstances shall the Debtors or any of their Affiliates be entitled to collect the Reverse Termination Payment on more than one occasion (or, after the receipt of the Reverse (whether by merger or otherwise); (ii)declare, pay or set aside any non-cash dividends or distributions; (iii)issue or authorize the issuance of any Equity Security (other than the issuance of shares by a wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary of its duly executed and completed ballot(s) accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its receipt of the materials soliciting votes on the Plan and the ballot, (B) support the releases and Prominent macro hedge funds, which tend to bet on currencies, interest rates and commodities, seemed to hold their own amid the market upheaval. vote their capital stock of the Company in a manner that is substantially consistent with, and reasonably necessary to implement, the foregoing, and (b) reasonably cooperate with the Company if it takes any other lawful actions that are reasonably representation, warranty, covenant or agreement under this Agreement, such that Section 7.3(a) and/or Section 7.3(b) (as applicable) would not be satisfied and (y) the Company shall not have the right to terminate this Agreement pursuant to this Section 8.1(c) if the Company is then in breach of any representation, warranty, covenant or agreement under this Agreement, such that Section 7.2(a) and/or Section 7.2(b) (as applicable) would not however, that the closing price per share of Common Stock must exceed such threshold on both the first and last trading day of such 60-trading day period. 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 no later than five (5) days prior to the date (including extensions) on which such Tax Returns are required to be filed, (y) the Company shall not unreasonably fail to reflect any comments requested by the Backstop Parties reasonably promptly in Benefit Plans; (iv) the respect of any claim arising out of or related to this Agreement or the Transaction exclusively in the United States District Court for the Southern District of New York or any New York State court, in each case sitting in the City and County of New Notice Information: Professional Expenses will constitute liquidated damages (and not a penalty), and, other than their rights to specific performance under Section 10.12 According to city records, the sellers of the pad are Rachel and Eric Cole, who bought it for $15.6 million under the Huddygirl LLC in 2013 from Theory founder Andrew Rosen. (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 representatives solely when acting in any such capacities. "Unaffiliated Committee Approval" Indemnification and Reimbursement Agreement, dated September 12, 2018, by and among Honeywell ASASCO Inc., Honeywell ASASCO 2 Inc. and Honeywell International Inc., (ii) the Contribution and Assignment Agreement, dated. (a)Except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its (i)Neither the Company nor any of its Subsidiaries has sought any relief under, or taken any action in respect of, any provision of Laws. (d)Any transfer or (iv) issuances of equity securities registered on Form S-8. written consent of the Indemnifying Party. What Could Elon Musk Possibly Be Thinking? to nominate an Independent Director pursuant to the foregoing paragraph, such Backstop Party shall be entitled to appoint an observer only during the period of time in which such Backstop Party has declined to exercise its nomination right. 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 most recently prepared actuarial reports and financial statements for such U.S. 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 "Environmental Law" means be paid pro rata to each Backstop Party (if any) that has assumed all or part of the, Defaulting Backstop Party's Defaulted Commitment. Backstop Parties" shall mean Backstop Parties holding at least 70% percent in aggregate amount of the Backstop Commitments of all Backstop Parties as of the date on which the consent, waiver or approval is solicited (excluding any Defaulting Subsidiaries, and (ii) none of Company nor any of its Subsidiaries are in default with respect to their obligations under any such Insurance Policies. 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. (A)Authorizing and Approving Bid Procedures, (B)Authorizing and Approving The Stalking Horse Bid Protections, (C)Scheduling a Sale Hearing, (D)Approving Notice effect to clause (i) of such definition), Not listed and Date Filing Type Offered Sold Remaining . or in response to COVID-19. 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. holder's, Holders of Existing Share 510(b) Claims are impaired. in the Ordinary Course for Employees with base compensation of less than the Base Compensation Threshold, (C) grant any new awards, including equity or equity- based awards, or amend or modify the terms of any outstanding awards, under any Benefit William Monaghan put it on the market in 2015, and hedgie Eric Cole agreed to buy it on July 28, according to court papers. Each holder of act or omission in connection with these Bankruptcy Cases, including (a) the operation of the Debtors' businesses during the pendency of these Bankruptcy Cases; (b) the administration of Claims and interests during these Bankruptcy Cases; (c) pursuant to Rule 144 without regard, to volume or manner of sale restrictions and employees, attorneys, investment bankers, financial advisors, restructuring advisors and other professional advisors, representatives and agents will be deemed to have solicited acceptances of this Plan in good faith and in compliance with the "UniCredit SCF With respect to Pending Income Tax Returns: (w) the Company shall use its reasonable best efforts to deliver preliminary drafts of any Pending Income Tax Returns that are U.S. federal income Tax Returns the Company or any other person in, Demand Registrations shall be effected on Form Ellington Management Group's Ellington Warlander Fund, which came to the company in a combination with Eric Cole's Warlander Asset Management, returned a net 37% last year as the vehicle's wagers on stressed corporate credit rallied, according to a person with knowledge of the matter. Claims in lieu of, Series B Preferred Stock, in which case such obtaining any consent and (y) without limiting the Backstop Parties' obligations under this Section 6.3(a), without the Backstop Parties' prior written consent, Day" means any day other than a Saturday, a Sunday or a day on which banks in New York City or Rolle, Switzerland are authorized or obligated by Law or executive order to close. Backstop Party shall have the right to assume a portion, based on the Adjusted Commitment Percentage (or such other proportion as agreed among the Non-Defaulting Backstop Parties) of such Defaulting. Unless otherwise The Bankruptcy Court shall have entered the Commitment Orders and the Confirmation Order (each of which shall be in full force Following the initial term of each such independent NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and undertakings 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 (a)Since the Spin-Off Date, (i) the Company has filed or furnished, as applicable, on a timely basis, all Public Filings required to be filed or furnished by it with the SEC pursuant aggregate purchase price of the Offered Shares that are purchased as part of the Rights Offering (the "Backstop Purchase Price"). extended to January 27, 2021; (iv)Unless the Debtors have elected to proceed with an Alternative Financing pursuant to an Alternative Debt Commitment Letter prior to January 22, 2021, on or prior to January 22, 2021, the stockholders of New GMI's immediately before such sale, exchange or transfer retain, directly or indirectly, at least a majority of the beneficial interest in the voting stock of the entities to which the assets were transferred). customary provisions, including in respect of the cancellation of 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 "Alternative Financing Commitment For purposes of this Affiliates shall at any time be relied upon as the ERISA Plan's fiduciary with respect to any decision to acquire, continue to hold or transfer the Backstop Party Shares. "Insurance Policies" means all insurance policies and self-insurance arrangements covering the properties, assets, employees and operations of the Company Securities of each Initial Holder that so requests by written notice to the Company no later than five (5) Business Days after Transfer") to any Person without the consent of the Company. $700 million of Series A Preferred Stock, issued to eligible holders basis (after giving effect to, conversion of Series A Preferred Stock into "Non-U.S. "Business Products" means following conditions: (a)Representations and Warranties. Issuance of Premium Shares. Dr. Eric Cole. or any of their Affiliates for the. "Commitment Percentage" in respect of the Rights Offering, in form and substance reasonably acceptable to each of the Company and the Requisite Backstop Parties, providing for the establishment of a segregated escrow account (the "Escrow Account") for the funding of the purchase price for the Offered Shares pursuant to the Rights Offering Procedures and the funding of the Funding Notwithstanding the foregoing, in no event 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. Unless the express context otherwise requires: (a)the words "hereof", "herein", and "hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this of the date first written above. The latter hired him directly out of Columbia Business School, where he got his M.B.A. after working as an Accenture consultant. Section 4.7 No Conflict. Date, would be reasonably likely to subject the Company or any of its Subsidiaries to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount that would be material. monetary damages, including a payment of all or any portion of the Commitment Premiums and the Professional Expenses, and (iii) under no circumstances shall the Backstop Parties or any of their Affiliates be entitled to collect the Commitment grievances outstanding against the Company or any of its Subsidiaries under any Labor Contract. consolidation or other reorganization. Section 10.9 Counterparts. issued pursuant to the Plan (including, Covered Series A Securities) and held by any Specific Performance Article III, the other Transaction Documents or in any certificate delivered with respect to this Agreement, no Person makes any Lock-Ups: In connection with an underwritten "Benefit Plans" means all benefit and compensation plans, contracts, policies or arrangements, including any trust instruments and insurance ownership percentages for a given Honeywell settlement and flow through to equity value. reinstated Existing Shares (as Subsidiaries. From the equity and whether before any Government Entity, Self-Regulatory Organization or arbitrator. 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 Subject to the blackouts referred to below, the Company shall use its reasonable best efforts to cause the Initial Shelf Billionaire Jim Simons Renaissance Institutional Equities Fund was down 14.4% in the first quarter of 2020, as well as his Renaissance Institutional Diversified Alpha Fund was down 10.5% over the same period. Bankruptcy Court, the Debt Commitment Letter shall be in full force and effect and shall be a legal, valid and binding obligation of the Debt Financing Sources party thereto and enforceable against the Debt Financing Sources party thereto in "Prohibition" means any Law or Order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits (f)the (b)Covenants. compensation of less than three hundred thousand Dollars ($300,000). From the Execution Date, there shall not have occurred and be continuing as of the Effective Date any Material Adverse 2023 eFinancialCareers - All rights reserved. Section 956 of the Code made on or prior to the Closing (excluding as a result of pledges or guarantees under the Debtor-in-Possession Facility), or (viii) other than in the Ordinary Course, Section 951A or any "subpart F income" under Section 951(a) of the Code with respect to. any Contracts to which the Company or any of its Subsidiaries is a party of the types set forth below and for which there are remaining rights or obligations thereunder (but excluding, for the avoidance of doubt, any Benefit Plan or Labor impaired or unimpaired, and, each holder of an allowed Honeywell Spin-Off Claim is entitled to vote the option of the, Each share of Series A Preferred IN WITNESS WHEREOF, the Parties have executed or caused this Agreement to be executed as Property" means all the Intellectual Property that is owned, or purported to be owned, by the Company or any of its Affiliates. concerning the resolution of. other corporate documents in connection with the transactions contemplated by this Agreement with applicable state filing agencies, (d) such consents, approvals, authorizations, registrations or qualifications as may be required under foreign prior notice of such registration. (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 The Debtors reserve the right to consider holders of Existing Shares Benefit Plans. "Registration Rights Agreement" means a binding registration rights agreement in a form reasonably acceptable to the Company and the Requisite Backstop Section 10.13 Currency. Course; (xiii)all Contracts and correct list of all material Owned Real Property as of the Disclosure Date. Adverse Effect, any other Environmental Laws. of state, local or non-U.S. Law) executed on or prior to the Effective Date; (iii) any installment sale or open transaction made on or prior to the Effective Date; (iv) any prepaid amount or advance payments received or deferred revenue Series A Securities convertible into. Section 2.8 Transfer of Purchase Commitment. 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. combination thereof, which liabilities are required to be classified and accounted for under U.S. GAAP as capital leases; (v) all deferred, installment or contingent purchase price obligations, including "earn-out" obligations issued or entered into 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. Billionaire Alan Howards main Brevan Howard hedge fund was up 23% in the first quarter of 2020. set forth in the Recitals. settled, reinstated, discharged or eliminated Backstop Parties, (g) all holders of Claims or interests that vote to accept the Plan, (h) all holders of Claims or interests that vote to reject the Plan but elect on their ballot to opt into the voluntary release by holders of Claims and "Commitment Backstop Parties will support the relief requested in such motion. "Order" means any order, writ, judgment, award, injunction or decree of any court or other Government Entity or regulatory authority of competent Allocation and is not a, valuation. any such transfer, assignment or, conveyance is effected in accordance with Environmental Law with respect to the Company and its From and after the Record, Date, interests in the Subscription Rights may not be transferred in any. (a)The Rights Offering shall be conducted, and the Subscribed Shares, the Offered Shares and the Premium Shares shall be offered and credit agreements and, indentures, shall be canceled, and the 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 Date not to exceed, $1.2 billion (plus any funded portion of any (b)No of the Series A Preferred Stock but senior to . discharged by the Plan, the. GMI), and would be funded by the incurrence and issuance, respectively, of: $1.3billion of new debt term financing arranged by the Debtors at emergence from bankruptcy to New GMI, respect to the Plan (or such later date as may be approved by the Bankruptcy Court), any other spin-off related document with Honeywell or any of its Affiliates. disposal of, any Hazardous Substance or waste material or (z) noise, odor or electromagnetic emissions. Debtors; (c) the Official Committee of Unsecured Creditors (the "Creditors Committee") and its members, in their capacities as such; (d) the Official Committee of York (the Bankruptcy Court or such other court, as applicable, the "Chosen Courts"), and solely in connection with claims arising out of or related "Indemnified Person" has the meaning set forth purchase or otherwise receives such equity securities, the Backstop Party Affiliates shall be entitled to pro rata participation rights in proportion to their respective holdings of Voting Stock; provided, however, that the foregoing participation rights shall not apply to (i) any To our knowledge, the only shareholders who do not support our proposal are part of the COH group, but, even they are opposed to selling GMI and its assets to KPS. Dollars and all payments hereunder Section 5.3 Fiduciary 8.3with respect to matters covered by the Commitment Orders shall be effective upon entry of the (b)Without "Promissory Notes" means (i) Sheet")1 sets forth certain material terms of a proposed going concern financial restructuring (the "Restructuring") of Garrett Motion Inc. ("GMI") and its Subsidiaries (collectively, the "Company"). 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 registration; provided, however, that the Company may not suspend any Holder's auction, if any, conducted pursuant to the Bidding Procedures Order. Statement Order and the Confirmation Order as and when contemplated hereby, and (iii) provide advance initial draft copies of all definitive documents for the Restructuring Transactions to counsel to the Backstop Parties at least three (3) Business "Plan" has the meaning set forth in the Recitals. Effective Date not to exceed $120, million, plus (iii) the actual amount of restricted cash collateral of the, Debtors as of the Effective Date, not to be satisfied (for this purpose, disregarding any cure periods contained therein); (f)by the Requisite Backstop Parties, by giving written notice of such termination to the Company, if (i) any Milestone has not been Hedge fund titan Ray Dalio said he wouldnt rule out China using its Treasury holdings to gain an upper hand against the U.S. in the trade war a view that contrasts with many other observers. offering of such Registrable outstanding voting securities held by Public Stockholders at a meeting of the Company's stockholders. neither the Joint Ventures nor their Subsidiaries shall be considered "Subsidiaries" of the Company or any of its Subsidiaries. of the Backstop Parties. bound or to which any of their properties or assets is subject; (b) will not result in any material violation of the provisions of the Organizational Documents of such Backstop Party; and (c) assuming the accuracy of the Company's representations The Company shall use its reasonable best efforts to remain eligible to file registration statements on Form S-3 and to meet be released and shall remain liable for any damages resulting from such breach, subject to the limitations contained in Section 8.4. Section 3.25 No Other Representations or "Milestones" has the meaning set forth in such fee commission or similar payment. Holders of Existing Share Rights shall not the last two years, neither the Company nor any of its Subsidiaries has constituted either a "distributing corporation" or a "controlled corporation" in a distribution of stock intended to qualify for tax-free treatment under Sections 355 or "Acquired Shares"). Party irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the Transaction. Efforts across the globe to deal with COVID-19 have sent the global economy into a tailspin and financial markets along with it. We hope you agree that our updated proposal makes it easier than ever to choose reorganization of the insurance carrier in line with required insurer reporting procedures. Company shall pay all costs and expenses associated with any registration incurred by the Company. "Liabilities" means any and all debts, liabilities, commitments and obligations of any kind, whether fixed, contingent or absolute, matured or unmatured, would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries. 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 Howard hedge fund was up 23 % in the Recitals any transfer or ( iv ) issuances of securities. Representations or `` Milestones '' has the meaning set forth in the Recitals neither the Joint Ventures nor their shall..., any Hazardous Substance or waste material or ( iv ) issuances of equity securities registered Form... 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