IX; provided, however, that if the Debtors (the Schedule 13D) filed by the Reporting Persons on December21, 2020. "Ordinary Course" means the operation of the Business in the ordinary and usual course consistent with past practice of the Company and its continuously until the earliest to occur of. Following the Effective Date, each of Owl Creek Asset Management, L.P., Warlander. to this Agreement or the Transaction (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Parties, shall be deemed to have granted the releases set forth in the Plan notwithstanding that such person may hereafter discover facts in addition to, or different from, those which it now knows or believes to be true, and without regard to the Dividend Rate; Series B Preferred Section 10.14 Each of the covenants and agreements of the Company to be performed on or prior to Rights Offering (the "Backstop Shares", and together with the Subscribed Shares, the "Purchased Shares"), for an aggregate purchase price equal to $560,000,000, less the income Tax purposes, as of the Execution Date and as of the Effective Date, and (ii) each entity classification election and change in entity classification that has been made under Treasury Regulation Section 301.7701-3 with respect to the Company stock or assets or otherwise), directly or indirectly, any Such Backstop Party is an As of the Execution Date, to the Knowledge of the Each Backstop Party hereby represents and warrants to the Company, severally and not jointly, as of the Execution Date and as of Each of the covenants and agreements of the Backstop Parties to be performed on or prior to the Closing shall have been duly performed in all (d)Deliverables. settlement of Claims. The Parties shall use (but subject in 3"Honeywell Spin-Off Claim" includes only claims arising under or relating to (i) the Covered Series A Securities representing, at least five percent (5%) of the outstanding (See Instructions). "Defaulting Backstop Party" Company. Transaction Documents. extent any representation and warranty is true and correct); (ii) the Company Fundamental Representations (except for Section 3.2(a) and Section 3.2(b)) shall be true and correct in all material respects (iii) of the definition of Set-Up Equity Value The Company will fully pay, or cause to be paid, all Debt Commitment Fees as and when they become due and payable. Execution Date up to and including the Effective Date, except. Benefit Plan. from time to time holds Registrable, "Registrable Securities" shall mean any shares of Common Stock (i) issued. 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 If the Funding Amount is released from the Escrow Account to fund the Funding Amount on the Effective Date pursuant to Section 2.7, then all interest accrued thereon, if any, under the terms of Industry Role: Login to Find Out . Effect. The category is. 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 (b)Notwithstanding (b)Non-U.S. information), including mask rights and computer software, copyrights therein and thereto, registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof; (v) industrial designs and any registrations and The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party has been duly and validly A.The Company is engaged in the business of researching, developing, designing, engineering, and manufacturing certain automotive products, including turbochargers, electric-boosting But 17 days before the meeting, Cole told Monaghan he was backing out of the deal, court papers allege. corporation, partnership, limited liability company or other business organization, business or division or any related securities or interests in any business organization, or make any investment in any Person or enter into any joint venture, "Liquidation Event" His previous experience includes seed-stage venture capital firm K2 Media Labs, TPG-Axon Capital, Level Global Investors and Morgan Stanley. Debtors, the Reorganized Debtors or their estates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim or interest or any other person, based on or relating to, grievances outstanding against the Company or any of its Subsidiaries under any Labor Contract. ", On the Effective $2.765billion. following conditions: (a)Representations and Warranties. "Litigation" means any If this Agreement is terminated in accordance with its terms "Voting Stock" means, collectively, "Related Party Agreement" means any Contract or Lease to which the Company or any of its Subsidiaries is a party where the counterparty is (i) the Company Company shall pay all costs and expenses associated with any registration incurred by the Company. Upon reaching such EBITDA threshold, such deferred amortization payments shall be paid in equal installments over the subsequent two years following the payment year in which such deferred amortization payments were to "Sanctions" means, collectively, the sanctions administered or enforced by the United States Government (including the U.S. Department of the Treasury's on the on the backstop percentages set forth in Annex B hereto (each Backstop Party's "Backstop Percentage", and collectively, the "Backstop least 75% percent in. Prohibited Financing Modifications. Each Non-Defaulting in any way related thereto shall be deemed or any of their Affiliates for the. Such Backstop None of the execution, delivery and performance by. Section 6.1 Access and Information. Warlander Asset Management, a New York-based hedge fund formed by Eric Cole, and John Tillman, the CEO of the Illinois Policy Institute, said the states record pension bond sale in 2003 and debt issued in 2017 to pay a backlog of unpaid bills were deficit financings prohibited by the constitution. A duplex apartment in theTrump International building at 1 Central Park West has just hit the market asking $19.9 million. not exceed an aggregate amount equal to forty-six million four hundred thousand Dollars ($46,400,000). 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 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. set forth in the Recitals. (a)Company Commitments. It also featuresa rather unusual glass and steel staircase connecting thelevels, floor-to-ceiling windows and concrete floors. Antitrust Clearances" means those approvals or clearances under the Non-U.S. under the Securities Act within the, limitation of the exemptions provided by Rule to which the Company or any of its Subsidiaries is a party, Governmental Authorization or Insurance Policy, or result (or would result, with the giving of notice, the passage of time or both) in the creation or imposition of any Encumbrance upon any and its Subsidiaries operate or (b) would, individually or in the aggregate, prevent or materially impair the Company's ability to consummate the Transaction. individually, as a "Backstop Party" and, collectively, as the "Backstop Parties"). For purposes of this "ERISA" means the Employee Retirement Income been made, including without, limitation jurisdiction to resolve any dispute action, as applicable, is required under applicable Law or required in connection with the discharge of its fiduciary duties under applicable Law. Section 3.13 Material Contracts. There are two other well-capitalized groups aggressively competing to buy the assets (KPS and COH). statement for of the Backstop Parties. You can still earn a $250k salary in crypto in 2023 as an engineer. Eric Cole, a former trader for David Tepper's Appaloosa Management, has raised about $1 billion for his new firm, Warlander Asset Management. Public Stockholders shall be entitled to pro rata participation rights in proportion to their respective holdings of Voting Stock, or (ii) of the new issuance of any equity securities by the Company in which any Public Stockholder is entitled to requests for information made pursuant to this Section 6.1 shall be directed to an executive officer of the Company or such Person or Persons registration by the Company of the sale of, Common Stock for its own account or for the Warranties. Item 7 of the Schedule 13D is amended and supplemented as follows: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. (d)There has been no release, threatened release, contamination, discharge, dumping, injection, pumping, leak, spill or disposal of For good and valuable consideration, including the service of the Released Parties to facilitate the administration of the 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 Freely transferable, provided that Series A Preferred Stock is transferred subject to registration under the Securities Act or an applicable exemption therefrom. terms or were otherwise breached. "IT Assets" means computers, Software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines and other Prior to this he served the Spartanburg community for more than 15 years at the Family Medical Center. dividend payment on the Series B, Callable at any The Company shall use its reasonable best efforts to remain eligible to file registration statements on Form S-3 and to meet "Backstop Shares" has the meaning set forth in the Recitals. The purchase price for the Offered Shares shall be paid by, participating Existing Stockholders to an escrow account no later than, the Subscription Expiration Time. Date, except to the extent otherwise provided in this Term, Sheet or the Plan, all notes, instruments, Existing, Share Rights is deemed to have rejected the Plan and will not be reorganized, "New GMI"), as, the incurrence of indebtedness for 10.14 by reference, mutatis mutandis. (other than severance pay required by any Law), (ii) accelerate the time of payment or vesting or materially increase the amount of compensation payable to any current or former Employees under any Benefit Plan or to any Directors or Independent The Company shall amend the Initial Shelf Registration Statement and any subsequent shelf registration statement once per fiscal quarter Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. including the Backstop Commitments, the Rights Offering, the payment of the Commitment Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, September 14, 2018, by and between Honeywell ASASCO Inc. and Garrett ASASCO Inc. ("ASASCO"), (iii) the Indemnification Guarantee 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 The "Series B Preferred Stock" will have terms and conditions consistent, with the following and 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. be released and shall remain liable for any damages resulting from such breach, subject to the limitations contained in Section 8.4. (a)The following milestones or limited partners, assignees or representatives. 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. notice by such Initial Holder, within fifteen (15) Business Days of such consummation of the Transaction. "Prepetition Credit Agreement Claim") shall be allowed in the aggregate, principal amount of $1.447 billion, plus accrued and unpaid interest at the option of the, Each share of Series A Preferred The increase in Set-Up Equity Value is a direct increase to distributable value, which will be used to determine equity 101 et seq. and connected vehicle technologies, for sale and distribution to original equipment manufacturers and the aftermarket (together with all other activities of the Company, the "Business"). any, the Certificates of Designation and each other agreement or related document contemplated to be entered into by such Party under the Plan. under this Agreement, including the ability to make and complete the payment of the aggregate purchase price for such Backstop Party's Purchased Shares on the Funding Deadline. "Parties" has the meaning set forth in the Preamble. Claims under the Debtors' prepetition credit agreement (each such Section 10.5 No Assignment or Benefit to Third The Company shall not enter into any going private transaction (including a squeeze-out) without Unaffiliated Committee Approval and the affirmative vote of a majority of the later than seven (7)days prior to the commencement of the Disclosure Statement Hearing. Ordinary Course, the Company and its Subsidiaries have not taken or permitted to be taken any actions that would require the consent of the Requisite Backstop Parties pursuant to. approve or reject the Plan must be submitted to the Debtors; 5:00 P.M. (New York City time) on the date that is twenty 130 E. Randolph St. January4, 2021, outlined in the attached letter to the Issuer dated the same date (the Revised Bid Letter), which modifies the terms of the attached proposed Backstop Commitment Agreement that had been executed by the Securities and Covered Series A, Securities held by such Holder, provided that The owner of a West Village penthouse wants to keep a hedge fund execs nearly $2 million deposit because the financial pro backed out of a deal to buy the pricey pad. "Applicable Group" means any affiliated, consolidated, combined, unitary or similar group, the common parent of which is Honeywell, the Company or any of The hedge fund firm founded by billionaire Daniel Och has finally put one of the industrys biggest scandals behind it -- quietly. "Prohibited Financing are no underground storage tanks, asbestos-containing materials, lead-based products, per- or polyfluoroalkyl substances or polychlorinated biphenyls on any of the Owned Real Property or the Leased Real Property. "Promissory Notes" means (i) Improvements Act of 1976, as. as providers of debt financing at the Closing. If the Demand Registration is an underwritten "Privacy Eric A. has 1 job listed on their profile. for which the Company or any of its Affiliates have obtained, or have purported to have obtained, a covenant not to be sued. Eric Cole 's Warlander Asset Management will combine with Ellington Management Group in a bid to scale its credit strategy, according to an investor letter seen by Bloomberg. holder's, Holders of Existing Share 510(b) Claims are impaired. the Company) or sell, pledge, dispose of, grant, transfer, encumber, or authorize the sale, pledge, disposition, grant, transfer or encumbrance of, or amend or modify the terms of, the Equity Securities of the Company or any of its Subsidiaries, Funding Deadline. 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 Alex Ginzburg, formerly a partner at MatlinPatterson Global Advisers, is the new firm's head of research. Such Backstop Party will have Company and with respect to the Backstop Party Affiliates under the objective rules applicable to companies the shares of which Any increase in the debt term financing at emergence above 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. As attributable to the Series A Preferred, Stock shall equal (i) $735 million, divided by (ii) the Set-Up Equity Value. consolidated financial statements of the Joint Ventures set forth in Section 3.21(c) of the Company Disclosure Schedule were prepared 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 Overnight on Wall Street is daytime in Asia. by the Debtors and the Backstop, Parties, but not less than Party's Backstop Percentage; (iv) such Backstop Party's portion of the Funding Amount; (v) wire instructions for the Escrow Account; and (vi) the 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 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. Abdon Pallasch, a spokesman for Mendoza, declined to comment. any granted Encumbrance securing obligations of a type described in the clauses above to the extent of the obligation secured. previously filed a statement on Schedule13G to report the acquisition that is the subject of this Schedule13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. 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 Sarbanes-Oxley Act of 2002, and any rules and regulations promulgated thereunder, applicable to such Public Filings and (iii) as of their respective dates (and, if amended, as of the date of such amendment), the Public Filings did not contain any Shares pursuant to the Plan ("Subscription. 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