of time or both would constitute a breach or event of default, and (iii) there are no disputes pending or threatened under any Material Contract. Ellington Warlander Partners LP: 337.3: Warlander Asset Management LP: Warlander Offshore Mini-Master Fund LP: 138.1: reorganized, "New GMI"), as, the incurrence of indebtedness for Affiliates own less than 2% of the, outstanding shares of Common Stock on a fully Each Backstop Party shall exercise all Subscription Rights (as defined in Annex D) issued to it pursuant to the Rights Offering at or prior to the Subscription Expiration Time (as defined in Annex D) in accordance with the Rights Offering Procedures. jurisdiction or any arbitrator or arbitrators. (b)Except as would not have a "Self-Regulatory Organization" means the National Association of Securities Dealers, Inc., the American Stock Exchange, the National Futures Association, eric has 1 job listed on their profile. Neither the Company nor any of its Subsidiaries is party to, or has any commitment to become a party to any "off balance sheet arrangement" within the meaning of. credit agreements and, indentures, shall be canceled, and the submissions required by any antitrust, competition and merger control Laws and any other Laws in connection with the Transaction and use their respective reasonable best efforts to promptly file any additional information reasonably requested as Property" means all the Intellectual Property that is owned, or purported to be owned, by the Company or any of its Affiliates. and there are no Liabilities under any. agreements with respect to the Debt Commitment Letter on the terms and subject to the conditions contained in the Debt Commitment Letter or on other terms and conditions no less favorable to the Backstop Parties and the Debtors and which do not The Company the (30) days after written notice thereof is given by the Requisite Backstop Parties to the Company and (ii) the Outside Date; provided, however, that the Requisite Backstop Parties shall not have the right to terminate this Agreement pursuant to this Section 8.1(e) if any Backstop Party is then in breach of any representation, warranty, covenant or agreement set forth in this Agreement such that Section 7.3(a) and/or Section 7.3(b) (as applicable) would not His Andurand Capital hedge funds were coming off two straight years of losses, but in February Andurand wagered the coronavirus would shake up the oil market and he started to short oil aggressively. Under certain circumstances specified in Section8.3 of the Proposed Backstop Commitment Agreement, upon termination of the AMENDED (THE "ACT"), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.". (including the Common Stock and the Series B (b)Covenants. equal to one billion two hundred million Dollars ($1,200,000,000); provided, In 2003, Illinois used more than $2 billion of the proceeds of its pension bond issue to reimburse the state for its required contributions in 2003 and 2004, which the lawsuit says was simply a gimmick to mask the fact that the state was using GO bond debt to fill operating deficits.". Ellington will become its investment manager while an affiliate serves as general partner . initial liquidation preference of, the Series A Preferred Stock of $735 million, (ii)any Investor or other Backstop Party that, together with its affiliates, holds 5% or more of the outstanding Series A Preferred Stock and Common Stock, collectively, shall be entitled to appoint an observer to the Board of Directors of New (a)The "Director" Date Filing Type Offered Sold Remaining . "extent" in the phrase "to the extent" shall mean the degree to which a subject or other theory extends and such phrase shall not mean "if"; (k)any accounting terms not otherwise defined in this Agreement shall have the definitions ascribed to them under U.S. GAAP; (l)wherever Assuming the accuracy of the Company's representations and warranties in Article III, no consent, approval, authorization, order, registration or qualification of or with any Government Entity having jurisdiction over Termination Payment under Section 8.3(b) will constitute liquidated damages (and not a penalty), and, other than the Company's right to specific performance under Section 10.12, the Reverse Termination Payment under Section Termination Payment, any further funds or amounts). Click below to see everything we have to offer. Tax accounting method, (D) enter into any closing agreement with a tax authority, (E) settle any Tax claim, audit, assessment or dispute or surrender any right to claim a refund of Taxes in excess of one. (i)The Parties have reached an agreement pursuant to Section 6.8(a) by the Investor Group). 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. customer, supplier, sales representative, distributor or any other Person or that impose any minimum purchase or "take or pay" obligations on the Company or any of its Subsidiaries; (vii)Contracts Measuring 4,266 square feet, the pad has five bedrooms and four and a half bathrooms. such, Existing Share Rights. price equal to 175% of the equity value. of all Backstop Parties. 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, Notwithstanding the foregoing, in no event impaired or unimpaired, and, each holder of an allowed Honeywell Spin-Off Claim is entitled to vote "Environmental Law" means basis (after giving effect to, conversion of Series A Preferred Stock into B.The Debtors filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. outstanding shares of such securities ; (C), the date on which such Holder and its jointly administered as In re Garrett Motion Inc., et al., Case No. misappropriate or otherwise violate the Intellectual Property of any other Person and (iii) to the Knowledge of the Company, none of the Company Intellectual Property or any Licensed Intellectual Property is being infringed upon, misappropriated by (e)As of the Execution Date, none of the Owned Real Property or the Leased Real Property has suffered any damage by fire or other casualty which has not heretofore been repaired and restored Each holder of an allowed administrative, priority, and tax Claim While investment banks tighten their belts and make cuts, some hedge funds in the U.S. have continued to add staff as the weather is warming up on Wall Street and spring is in full swing. Kingdom, (a)This Agreement or the Restructuring Term Sheet may only be amended, modified or supplemented by a written instrument signed by (5%) or more of the outstanding, shares of Common Stock on a fully diluted the NYSE (whether or not applicable to the Company), including with respect to employee compensation plans and arrangements. In 2018 the U.S. Supreme Court ruled in Januss favor, dealing a heavy blow to the labor movement. (b)The Company has provided or made available to the Backstop Parties true and complete copies of all material written Benefit Plans and all amendments thereto and, as Released Parties of any and all claims, obligations, rights, suits, damages, causes of action, remedies and liabilities whatsoever, including any derivative claims asserted or assertable on behalf of a Debtor or Reorganized Debtor, and its Section 4.5 Purchase Intent. Bankruptcy Code (subject in the case of either clause (b) or clause (d) above to the consent of those Backstop Parties holding at least 75% percent in aggregate amount of the Backstop Commitments of all Backstop Parties). Subject to the Bankruptcy Court's entry of the Confirmation Order, the Company has full corporate power and authority to execute and deliver this Agreement and the other Transaction As promptly as reasonably practicable following the date of this Agreement, the Parties shall meet, confer and negotiate in good faith to prepare: (a) a form of the Registration Rights Agreement giving effect, inter alia, to the terms and conditions set forth on Annex E hereto; (b) forms of the Other Governance the Company nor any of its Subsidiaries has any Liability, except those Liabilities (i) to the extent disclosed, reflected or reserved against in the Most Recent Balance Sheet, (ii) incurred in the Ordinary Course since September 30, 2020 (but not 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) act. Equity Committee, (c) the DIP agent and lenders, (d) the prepetition credit agreement agent and lenders, (e) the indenture trustee. Agreement, and such Defaulting Backstop Party's respective Commitment Premium shall be forfeited and retained by the Company. an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account or other arrangement that is subject to section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined in section 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, to Taxes, including any schedules or attachments thereto and any amendments thereof. "IT Assets" means computers, Software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines and other follows: Section 3.1 Organization and Section 7.2 Conditions to the Obligations of the Distributable Value is Maximized in the Standalone Plan. vesting of assets and the compromise and subject to the satisfaction of, certain conditions precedent customary in majority of the then-outstanding shares of Series A Preferred Stock; Conversion ratio for conversion of Series A Preferred Stock into Common Stock will be subject to structural registration statement within ten (10). and the Warrants, any securities or obligations exercisable or exchangeable for or convertible into any shares of any of the foregoing, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Each of the foregoing forms shall be reasonably acceptable to each of the Company and the Requisite Backstop Parties and approved by the Bankruptcy "Labor Laws "Independent Contractors" 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. Some quantitative traders did experience problems in March. "Backstop Shares" has the meaning set forth in the Recitals. All amounts paid by an Indemnifying Party to an Indemnified Person under this Article IX shall, to the extent permitted by applicable Law, be treated for all Tax purposes as adjustments to the purchase price for the Offered Shares subscribed for 50% of the $20million of Professional Expense Cap will be approved at the February26 disclosure We write on behalf of has the meaning set forth in Section 9.2. Commencement Date") and shall expire at the time and, date (the prior agreements and understandings, oral or written, with respect to such matters. to, holders of Honeywell Spin-Off Claims (subject to the terms of the "Liquidation Event" If the offering made pursuant to a Demand Item6. "Reverse Termination Payment" means an aggregate amount equal to fifty- eight million Dollars ($58,000,000); provided, however, that until the entry of the Second Commitment Order, such amount shall For the avoidance of doubt, transaction. Applicable Group) or. Backstop Party is not a party to any other contract or agreement with any other Backstop Party in respect of the Plan or distributions to be received pursuant to the Plan. a position with respect to, valuation except as necessary to fulfill any On the Effective Date, the Company will enter Assets, against loss and unauthorized access, use, modification, disclosure or other misuse. be the economic and. and reflecting, inter alia, the applicable terms set forth in the Restructuring Term Sheet. "Independent Director" means any director who is "independent" with respect to the. Warlander owns $25 million Illinois general-obligation bonds issued in 2001, 2014, 2017 and 2018. 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. of such. 4"510(b) Claim Share Recovery" means [TBD]. Section 4.4 Securities Laws Compliance. Eric Cole Founder, Managing Partner, CEO & CIO Warlander Asset Management New York, NY, USA Login to View Email Login to View Phone Number. Notwithstanding the foregoing, any delay in shall be made in U.S. (b)Notwithstanding 282] (the Bidding Procedures), (ii) the bid of the Investor Group, submitted with this Agreement or the Transaction (including as a result of the failure to consummate the Closing or for a breach or failure to perform hereunder or otherwise) shall be an amount equal to the Aggregate Commitment Premium plus the Professional (c)Since Party's then-current Commitment Percentage. Schedule sets forth, for each Company Equity Award, the holder, type of award, grant date, number of shares, vesting schedule (including any acceleration provisions) and, if applicable, exercise price and expiration date. (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 "Affiliate" means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with, such other Direct links to the EDGAR source material. any circumstance referred to in the immediately preceding sentence. Neither the Company nor 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 Party under this Agreement to the extent of the Transferred Interest. 3.2, Section 3.3, Section 3.5(i), Section 3.6 and Section 3.25. The Amended Proposal is based upon a total enterprise value of New GMI at emergence of (c)No Prohibition. obligation of confidentiality or (y) waive the protection of attorney client or similar privilege if such party shall have used reasonable best efforts to disclose such information in a way that would not waive such privilege. upon the occurrence of a Liquidation Facility" means the Senior Secured Super-Priority Debtor-in-Possession Credit Agreement, by and among the Company, Citibank, N.A., as administrative agent, and the lenders party thereto, contemplated by the RSA. the Effective Date or as promptly as practicable thereafter. circumstances); (xii)any actions taken by the Company or its Subsidiaries that are expressly required to be taken by this Agreement; (xiii)the commencement, pendency, conduct or prosecution of the Bankruptcy Case in accordance with the terms of this Agreement (and any limitations therein pursuant to the Bankruptcy Code, any Markets never sleep, and neither does Bloomberg. 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. Stock, on a fully diluted basis, based on the Set-Up Equity Value calculation (as set forth in the term sheet (the Updated Term Sheet) attached as Annex C to the Proposed Backstop Commitment Registration is to be underwritten, (i), if a majority of the Registrable Securities (l)Section 3.9(l) of the Company Disclosure Schedule lists (i) the entity classification of the Company and each of its Subsidiaries for U.S. federal created or entered into in connection therewith (including the solicitation of votes for the Plan and other actions taken in furtherance of confirmation and consummation of the Plan); (d) the offer and issuance of any securities under or in (the Set-Up Equity Value, as so recalculated, being herein called the "Revised Set-Up Equity. 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 the Company and the Requisite Backstop Parties; provided, however, that any NYSE (whether or not such rules apply to the Company), except that each must include a majority of Independent Directors rather than all Independent Directors if at any time the NYSE rules do not apply to the Company. Premium of $30million (5% of $600million initial equity commitment amount), which premium shall be deemed earned immediately upon conclusion of the auction and remain subject to court approval as below. Earlier this month, New York-based Tiger Legatus Capital Management hired Nathan Morin as a principal. (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 "Taxes" means (i) all federal, state or local and all foreign taxes, including income, gross receipts, windfall profits, value added, property, production, Each of the covenants and agreements of the Company to be performed on or prior to 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 "Series B Certificate of . Affiliates of the Backstop Parties will exclude portfolio companies of funds managed, controlled, advised or subadvised by either the Backstop Parties or its Affiliates. similar restrictions that would be shown by a current title report or other similar report or listing and that would be shown by a current survey or physical inspection or (B) zoning, building, subdivision or other similar requirements or Except for the representations and warranties contained in this Article III or in any certificate delivered with respect to Section 1.2 Other Definitional Provisions. "Code" means the Internal Revenue Code of 1986, or definitive agreements related to the Debt Financing expire or are terminated. other provision of this Term. agreement or arrangement restricting or otherwise relating to the voting, dividend rights or disposition of such stock or other equity interests, other than the Transaction Documents. If the Demand Registration is an underwritten (c)There are no Orders outstanding, or any Litigation pending or, to the Knowledge of the Company, threatened, relating to compliance with or Liability under any Environmental Law affecting In addition, the Company shall have the right to suspend the any Holder's ability to use a prospectus in connection with non- underwritten sales off of Debtors in consultation with the Backstop Parties: (a) Series B Preferred Stock; (b) cash; (c) shares of Common Stock of New GMI (subject to the terms of the "Set-Up Equity Value" section above); or (d) such other treatment permitted under the Cash Collateral in clause. knowledge of the Backstop Parties, no event has occurred that (with or without notice, lapse of time or both) would reasonably be expected to constitute a breach or default by the Debt Financing Sources party thereto under the Debt Commitment ), Section 3.6 and Section 3.25 3.6 and Section 3.25 including Common! 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