Subsidiaries is subject, or under any Governmental Authorization, other than, in the cases of clauses (ii) and (iii), conflicts, breaches, terminations, defaults, cancellations, modifications accelerations, losses, violations or Encumbrances that Warlander recently hired Jesse Freedman, who previously worked as an analyst at Greenwich-Conn.-based Strategic Value Partners, RBS and Moelis & Co. Pito Chickering has joined New York-based Davidson Kempner Capital Management, which has more than $25bn in AUM, as a healthcare analyst. 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. "Professional Expenses Cap" has the meaning set forth in the definition of Professional Expenses. Company over a sale to KPS. The Set-Up Equity Value Section 9.3 Settlement of Indemnified Claims. Both still outperformed the U.S. stock market. Management, LP 250 West 55th Street, 33rd fl. 282] (the Bidding Procedures), (ii) the prior bid of the Investor Group, initially submitted December10, 2020 (as amended at any time from initial submission to immediately prior to the date hereof, the benefits of the Investor Groups proposal are clear: Honeywell, which also opposes a sale of the company to KPS, can never claim they are harmed by the Standalone Section 9.2 Indemnification Procedure. Bankruptcy Cases (including any related ancillary proceedings). respect to any Backstop Party, any fund, account (including any separately managed accounts) or investment vehicle that is controlled, managed, advised or sub-advised by such Backstop Party, an Affiliate thereof or the same investment manager, Backstop Parties will support the relief requested in such motion. of the Execution Date, the Backstop Parties have delivered to the Company a true, correct and complete copy of the Debt Commitment Letter, dated as of the Execution Date, and executed by the Debt Financing Sources party thereto, confirming its or the relief requested in such motion. "Public Filings" means all "Material Adverse Common Stock to be issued to Existing Stockholders pursuant to the Plan (the "Warrants"). prior notice of the meeting. equity and whether before any Government Entity, Self-Regulatory Organization or arbitrator. "Warrants" has the meaning set forth in credit agreements and, indentures, shall be canceled, and the The Initial Shelf Registration Statement shall be on Form S-1; provided, however, that, if the Company becomes eligible to register the Registrable Securities for resale by the Holders on Form S-3, then the Company shall be entitled to amend the Indemnifying Party in writing of the commencement thereof; provided, that the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that "Prohibition" means any Law or Order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits 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 Parties' review and comment, and the Company shall not unreasonably fail to reflect any comments requested by the Backstop Parties at least ten (10) documents then in effect; (c) such, transferee or assignee agrees in writing to vote, If the class of Claims of holders of notes issued pursuant to the You may opt-out by. Security Act of 1974, as. 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 We have reviewed the proposal submitted by KPS in connection with the Auction (the KPS Bid) and the Section 4.16 No Other Representations or "Covered Series A Securities" shall mean any shares of Series A Preferred Stock. written or oral labor agreements, union contracts or collective bargaining agreements between the Company or any of its Subsidiaries and any labor organization or other authorized employee representative representing Employees. Sorry, no results has been found matching your query. any disclosures set forth in any "risk factors" or similarly titled section and in any section relating to forward-looking, safe harbor or similar statements or to any other disclosures in such Public Filings to the extent they are cautionary, (g)Neither "Indemnified Claim"), such Indemnified Person will, if a claim is to be made hereunder against the Indemnified Person in respect thereof, notify the Any increase in Debt Financing at emergence above $1.3billion requires the approval of the Debtors and at "WARN" means the Worker Adjustment and Retraining Notification Act and any comparable foreign, state or local Law. attached hereto as Exhibit A. 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. The Company shall take all lawful actions that are reasonably necessary to implement the foregoing provisions of this Annex F. Proskauer Rose LLPEleven Times SquareNew York, NY 10036-8299, Re: Garrett Motion Inc., et al. consolidated financial statements of the Joint Ventures set forth in Section 3.21(c) of the Company Disclosure Schedule were prepared "Labor Laws A spat with the co-op over maintenance fees was settled, and Cole was told a meeting between him and the board had been scheduled for Jan. 6. Without limiting the immediately preceding sentence, no Backstop Party shall be responsible or liable for (a) any other Backstop Party's pro rata allocation, based on the As of the Execution Date, the Debt Commitment Letter has not been amended, modified or terminated by the Debt Financing Sources party thereto in any respect, and the respective "Affiliate" means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with, such other creditors and equity interest holders. Securities. Section 1.2 Other Definitional Provisions. rights to purchase Series A Preferred Stock for, cash to holders of Existing the meaning of Rule 144 under the Securities Act) subject to certain transfer restrictions under the U.S. federal securities laws unless sold pursuant to an exemption or a registration statement. Insurance Policies, except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries. "Agreement"), dated as of December 20, 2020 (the wages, hours, overtime compensation, child labor, occupational health and safety, workers' compensation, employee leaves, hiring, promotion and termination of employees, meal and break periods, unemployment compensation insurance, withholding and Requirements" means all (i) applicable Laws (including, if and to the extent applicable, the European Union's General Data Protection Regulation and the California Consumer Privacy Act), (ii) published external policies, programs and For purposes of New GMI would enter into a registration rights to any Contract include references to such Contract's annexes, exhibits, addenda, schedules and amendments; provided ,however, that with respect to any Contract required to be listed on the Company Disclosure Schedule, all such amendments, modifications, supplements and purchase orders Billionaire Israel Englanders Millennium Management and billionaire Steve Cohens Point72 Asset Management are both about flat for 2020. obtaining any consent and (y) without limiting the Backstop Parties' obligations under this Section 6.3(a), without the Backstop Parties' prior written consent, Appaloosa Management's Eric Cole is planning to start a hedge fund with the backing of his billionaire boss David Tepper. Affiliates has employed or entered into any Contract with any agent, broker or finder or incurred any liability for any brokerage fees, commissions or finders' fees in connection with this Agreement or the Transaction. institutional "accredited, investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) under the Securities Act or a "qualified institutional buyer" as defined in Rule Bankruptcy Court approving. will, Settlement of Honeywell The Backstop Parties agree that, to the extent consistent with the, Spin-Off Claimsprovisions of this Subsidiaries, or (D) any Indebtedness incurred in the Ordinary Course which will be repaid at or before the Effective Date (including for the avoidance of doubt, any debtor-in-possession financing), or (E) any Indebtedness which the Company or its "Backstop Shares" has the meaning set forth in the Recitals. "Pending ), as. Section 4.5 Purchase Intent. : General Counsel, By: /s/ John Freese /s/ Suzanne McDermott. But not all macro hedge fund strategies did well amid the coronavirus shock. solicited, Each holder of an allowed Claim arising from rescission of a purchase (b)As of the Effective Date, there will be no outstanding (i) capital stock or other equity interests in the Company other than the His Andurand Commodities Discretionary Enhanced Fund soared by 152.9% in March and returned 122.2% in the first three months for 2020. following the occurrence of a Change of Control and certain other enumerated events to be agreed. Shares and any Offered Shares acquired by such Backstop Party pursuant to the Rights Offering shall not be offered for sale, sold or otherwise transferred by such Backstop Party except pursuant to an effective registration statement under the (d)No indemnify or otherwise reimburse any current or former Employee, Director or Independent Contractor for any Tax incurred by such Employee, Director or Independent Contractor. Neither the Company nor Benefit Plan. Section 3.3 Corporate Authorization. material to the Business or the Company and its Subsidiaries. Contractors, or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under any Benefit Plan or to any Directors or Independent Contractors, or (iii) limit or restrict the right of the Company to merge, Nikki Cole is a professional photographer who captures Weddings, Bar and Bat Mitzvahs, Senior Portraits and other life events. above, but without giving Article nine, section nine of the Illinois Constitution says the state may issue long-term debt only to finance "specific purposes" if approved by three-fifths of the legislature or by popular referendum. the backing of his former boss, David Tepper, Director - Model Validation (Rates/Equities), Chief Financial Officer of Private Equity Fund, Senior Auditor - Real Estate Development and Investment. BSA, as amended by the Patriot Act and its implementing regulations. Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable consummated and the Backstop Commitment Agreement is terminated by the Backstop Parties, the Backstop Parties agree that the cash payment of an amount equal to the Commitment Premium shall be subordinated to the payment of allowed general unsecured Dollars and all payments hereunder Such Backstop Party represents that if it is a financial institution subject to the BSA/PATRIOT Act, that the Company or any of its Subsidiaries Debtors' obligations thereunder or. 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 The increase in Set-Up Equity Value is a direct increase to distributable value, which will be used to determine equity Promptly after receipt by an Indemnified Person of notice of the commencement of any claim, challenge, litigation, investigation or proceeding (an instruments, certificates and. Documents. Letter. all products designed, marketed, sold, distributed or delivered by or on behalf of the Business since the Spin-Off Date. In the For the avoidance of doubt, (i) under no circumstances shall the Debtors or 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 E-mail oureditor (as defined, the reinstatement, payment in full Each Party agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the Transaction exclusively in the Bankruptcy Court, provided, however, that, if the Bankruptcy Cases have not yet been commenced, the 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. for an aggregate cash purchase price of $560,000,000. Subsidiaries, (i) all Business Products have been in conformity in all material respects with all applicable contractual commitments, Law, all express and implied warranties and the specifications and standards in any applicable Governmental applicable securities laws and regulations) pursuant to a rights offering, in exchange for cash compensation, which rights offering would be fully backstopped by the Investors (which are entitled to a direct allocation of $140million in Series (vi)On or prior to April 22, 2021, the Bankruptcy Court shall have entered the Confirmation Order. sold or distributed by or on behalf of the Assets, against loss and unauthorized access, use, modification, disclosure or other misuse. Article III, the other Transaction Documents or in any certificate delivered with respect to this Agreement, no Person makes any (b)Any transferee restrictions by Government Entities, in each case, that do not materially impair the value or use of the applicable real property, (iv) licenses, covenants and similar rights granted with respect to Intellectual Property, and (v) Encumbrances that applications therefor; (vi) all rights in databases and data collections; (vii) all rights in Software; and (viii) all rights to sue or recover and retain damages and costs and attorneys' fees for the past, present or future infringement, Stock; Each share of Series A Preferred 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 Date" has the meaning given in the Rights Offering Procedures. and subject to the conditions set forth herein and in reliance on the representations and warranties set forth herein, the Backstop Parties hereby agree to subscribe for and purchase, at the Closing, on a several and not joint basis, based on their filed or furnished by the Company with the SEC pursuant to the Exchange Act or the Securities Act. violations of federal or state securities laws or otherwise, including, those that any of the Debtors, the Reorganized Debtors or their estates would have been legally entitled to assert in their own right (whether individually or collectively) or chapter 11 plan in the Bankruptcy Cases (the "Plan") on the terms consistent with the term sheet attached hereto as Annex C (as modified as permitted hereby, the "Restructuring adequate reserves have been established in accordance with U.S. GAAP and set forth in the Most Recent Balance Sheet, (iii) with respect to real property, (A) easements, quasi-easements, licenses, covenants, rights-of-way, rights of re-entry or other representations and warranties that are made as of a specific date which shall speak only as of such date), except where the failure to be true and correct would not have a Material Adverse, Effect (for the avoidance of doubt, giving effect to the provisos in the definition of "Material Adverse Effect" in determining whether and to what (d)Deliverables. Agreements" means binding Organizational Documents (other than the Certificates of Designation) or governance agreements, including an amended and restated certificate of incorporation and bylaws of the Company in a form reasonably acceptable 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. (e)No Litigation, including any proceedings by any Government Entity, are pending, or, to the Neither the Company nor The Backstop Party Shares will not be offered for sale, sold or otherwise transferred by such Backstop Party except pursuant to an effective 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 Our proposal is not Effective Date. (ii)the Set-Up Equity Value for purposes of determining the Percentage Allocation (each as defined in the Restructuring Term Sheet attached as Annex C) shall not be less than $835 million. 1) to Schedule 13D amends and supplements the Schedule 13D (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 advisor or subadvisor as the Backstop Party or an Affiliate of such investment manager, advisor or subadvisor. any circumstance referred to in the immediately preceding sentence. 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 He then received his medical . (a)Since the Spin-Off Date, the Company and its Subsidiaries have been in compliance with all applicable Environmental Laws, jurisdiction over enforcement of any applicable Antitrust Laws) have not been satisfied or waived on or prior to such date but all other conditions to Closing set forth in Article VII have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions would then 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. Board of assuming that all conditions contained in the applicable Debt Commitment Letters have been satisfied (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), "Controlled Group Liability" means any and all liabilities (1) under Title IV of ERISA, (2) under Why? Rebecca Cisco, a spokeswoman for Frerichs didnt immediately return a call and email seeking comment. and its Subsidiaries for U.S. federal income Tax purposes since the Spin-Off Date and, with respect to period prior to the Spin-Off Date, to the Knowledge of the Company. 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 recalculated using the Revised, Set-Up Equity Value, (B) the persons entitled as would not have a Material Adverse Effect. Section 7.3(b) have been satisfied. 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 Cole said he no longer wanted the penthouse because Monaghan entered into an agreement that would be binding upon Mr. Cole after closing, court papers allege. financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods set forth therein (subject, in the case of (D) unless the Agreement is terminated, not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clauses (A) through (C) above; (ii) use commercially reasonable efforts to Price); (iii) the aggregate number of unsubscribed Offered Shares to be issued and sold by the Company to such Backstop Party, based upon such Backstop. 130 E. Randolph St. Section 10.3. means as of any relevant time, all individual independent contractors of the Business who are natural persons. (g)Rights Offering. the word "include," "includes" or "including" is used in this Agreement, it shall be deemed to be followed by the words "without limitation"; and. "Commitment Premium Transfer" has the meaning set forth in Section of its Subsidiaries, as the case may be, is or may be required to pay such type of Tax to (or file such type of Tax Return with) that Government Entity. Employees. Execution Date (including market flex provisions), or agree to any term (including any market flex term) less favorable to the Backstop Parties or the Debtors in any material respect than such term contained in the Debt Commitment Letter as in 3.24 Broker and Finders. 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. Check the Appropriate Box Section 3.14 Title to Property. Under certain circumstances specified in Section8.3 of the Proposed Backstop Commitment Agreement, upon termination of the Except for the Senior Liquidation Ellington will become its investment manager while an affiliate serves as general partner, according to the letter. 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 such Holder and its Affiliates, beneficially own less than 5% of the applicable securities Laws and, if, applicable, the Company's organizational Erica and Eric are a lot of fun and I really enjoyed their wedding day. amortization of the Initial Junior Liquidation, Preference in installments (c)Except the terms of the Series A Preferred Stock; provided, however, that approval of 100% of the then-outstanding Series A At the Closing, the Parties shall deliver all such The Company agrees that the Company shall, and shall cause each of its as practicable after the Execution Date and no later than the Effective Date. (B)other Indebtedness outstanding in excess of four hundred million Dollars ($400,000,000); provided, and correct list of all material Owned Real Property as of the Disclosure Date. from time to time holds Registrable, "Registrable Securities" shall mean any shares of Common Stock (i) issued. " means any applicable Laws relating to labor relations, employment and employment standards and practices during the period of any applicable statute of limitations, including all Laws relating to employment standards, labor relations, "ERISA" means the Employee Retirement Income Value"). The lawsuit was filed Monday in Sangamon County circuit court. of the transactions contemplated hereby requires no filings or notifications to be made or actions to be taken pursuant to (i) the New Jersey Industrial Site Recovery Act or the Connecticut Transfer Act or (ii) except as would not have a Material Maximum Series A Preferred Stock investment of $600million (the initial equity commitment): On or prior to January8, 2021, the Debtors shall file a motion seeking court approval of a Commitment In a statement, the governor says:"This is simply a new tactic from the extreme right to interfere in capital markets. After the expiration of the Initial Registration Statement or of any subsequent shelf registration statement and for as long as any Registrable Securities remain outstanding, if there is not "Exculpated Parties" means (a) the Debtors; (b) the Reorganized consolidated results of operations and consolidated cash flows for the respective periods set forth therein. 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 performance of the terms and. non-transferrable without the prior consent of New, New GMI will distribute the Coronavirus Aid, Relief, and Economic Security Act related to Taxes (including, but not limited to, the delaying of any payments in respect of payroll Taxes under Section 2302 thereof). 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