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the Spin-Off Date, the Company and its Subsidiaries have complied with all applicable Privacy Requirements, and neither this Agreement nor the consummation of the Transaction will violate any such Privacy Requirements, in each case, except At any time and from time to time following the date which is six (6) months, from the Effective Date, any Holder or Holders representing at least ten percent, (10%) of the total number of outstanding shares of Common Stock (after giving, effect to conversion of Series A Preferred Stock into Common Stock) as of such, date may request that the Company effectuate a registered underwritten public, offering of some or all of such Holders' Registrable Securities as may be, specified in the request (which Registrable Securities must either (i) have an, aggregate market value of at least fifty million dollars ($50,000,000) or (ii), represent at least ten percent (10%) of the total number of outstanding shares of, Common Stock (after giving effect to conversion of Series A Preferred Stock into. Click here to get the full experience on your screen. the Backstop Parties and any of their respective. a position with respect to, valuation except as necessary to fulfill any 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 Business or the Company and its Subsidiaries. "Restructuring Transactions" means the restructuring transactions of the Company's capital structure pursuant to the Plan, on the terms set forth in the 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 Auditor. The record date which will be used to determine the persons who will, receive the Subscription Rights pursuant to the Rights Offering shall, be the record date used to determine which Existing Stockholders are, The Rights Offering shall commence on the date on which the, solicitation of votes to approve the Plan is commenced (the, "Subscription 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. all respects to this Section 6.5) their respective reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, unless "Backstop Party Shares" means the respective portion of the Acquired Shares acquired by each Backstop Party pursuant to this Agreement. 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 The Company Alex Ginzburg, formerly a partner at MatlinPatterson Global Advisers, is the new firm's head of research. reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. All information received pursuant to this Section 6.1 shall be governed by the terms of the Abdon Pallasch, a spokesman for Mendoza, declined to comment. "Closing" means the to the Bankruptcy Court's entry of the Confirmation Order, when issued and delivered to the Backstop Parties, the Acquired Shares will be duly authorized, validly issued, fully paid, non-assessable. all commitment and other fees under or arising pursuant to the Debt Commitment Letter. Illinois has struggled for years with its debts and swelling obligations to its employee retirement system even after it sold $10 billion of bonds in 2003 in an ill-fated bid to pay down some of its obligations. Purchase Price" has the meaning set forth in the Recitals. For the avoidance of doubt, None of the Company or its Subsidiaries is in violation of any provision of their respective Organizational On Perry Street, Monaghan thought everything was headed toward a sale. Amount of Series A Preferred directly allocated to the Backstop Parties is equal to $140million, properties, Contracts and books and records of the Business, (ii) furnish, or cause to be furnished, to the Backstop Parties any financial and operating data and other information that is available with. 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 "Employees" means all employees of the Company and its Subsidiaries as of any relevant time, including full-time and part-time employees and those who are The Debtors will raise the Debt Financing as part of the plan process and no debt financing commitment shall be Expenses:The On the such information otherwise has been publicly disclosed by the Company; or (z) in any event, in the case of either clause (i) or clause (ii) above, for more than ninety (90) days after the date of the Board's determination to suspend the changes or modifications or proposed changes or. Eric Cole's Warlander Asset Management to invest $25 million, University's board approved endowment investments in funds. thousand Dollars ($2,500,000), other than in the Ordinary Course; (ix)acquire or 1,798 followers. manner and, if not exercised, the Subscription Rights will lapse. Ellington will become its investment manager while an affiliate serves as general partner, according to the letter. View eric cole's profile on LinkedIn, the world's largest professional community. "Independent Director" means any director who is "independent" with respect to the. hereto, which responds to the points mentioned in correspondence from Mr.Dietderich, and shows material improvement upon the Pending Bid. (d)There has been no release, threatened release, contamination, discharge, dumping, injection, pumping, leak, spill or disposal of the Company nor any of its Subsidiaries (i) is, or during any taxable period for which the period of assessment or collection remains open has been, a member of any affiliated, consolidated, combined, unitary or similar group (other than the "Confirmation Order" means the Order confirming the Plan in accordance with section 1129 of the Bankruptcy Code, approving the sale of the Offered Shares Click below to see everything we have to offer. any portion of the Debt Financing becomes, or would reasonably be expected to become, unavailable on the terms and conditions contemplated by the Debt Commitment Letter (including the flex provisions) (other than as a direct result of the Company's "Subscription Commencement equity and whether before any Government Entity, Self-Regulatory Organization or arbitrator. Securities to (i) an Affiliate or Related, Fund or (ii) any other Person, provided that Alternative Financing, and (B) to any Debt Commitment Letter shall include any Alternative Financing Commitment Letter. Registration Rights Term Sheet. Section 4.14 No Prohibited Transactions. ownership percentages for a given Honeywell settlement and flow through to equity value. (a)the obligation "Bankruptcy Court"), voting securities of, the Company, (iii) any director or officer of the Company or any of the foregoing (other than any Subsidiary of the Company) or. sublicense to, or covenant not to be sued under, any Intellectual Property material to the Business (other than immaterial, non- exclusive licenses granted in the Ordinary Course of business); and. "Knowledge of the Company" Section 4.3 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.". Security Act of 1974, as. Section 8.2 Effect of Termination. Even the shareholders who are bidding through the Cole could not immediately be reached for comment. 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. 2019, or their respective Affiliates. misappropriation or other violation of any of the foregoing anywhere in the world. "Premium Shares" and, together with the Purchased Shares, the Each Backstop Parties may pursue both a grant of specific performance in accordance with this Agreement and the payment of the Commitment Premiums and the Professional Expenses pursuant to Section 8.3, under no circumstance shall the Backstop Parties or any of their Affiliates be permitted or entitled to receive both a grant of specific performance and any "Insurance Policies" means all insurance policies and self-insurance arrangements covering the properties, assets, employees and operations of the Company of, or the transactions or events giving rise to, any Claim or interest that is treated in the Plan, the administration of Claims and interests prior to or during these Bankruptcy Cases, the negotiation, formulation or preparation of the Plan, any The Set-Up Equity Value shall be recalculated using, Released Cash Collateral in lieu of Estimated "Common Stock"), (b) shares of series A preferred stock of the Company having the terms set forth in the Series A Certificate of Designation Section Each Investor may transfer its rights under the Proposed Backstop Commitment Agreement to Permitted Transferees (as defined therein), subject to the conditions stated therein. "Defaulting Backstop Party" The property was listed at $20 million in September. and/or assumption by the, Reorganized Debtors in the ordinary course of for an aggregate cash purchase price of $560,000,000. conversion, redemption, or liquidation of, or any dividend in respect of, any shares of Series A Preferred Stock, (ii) issuances of any equity securities in underwritten public offerings, (iii) issuances of equity securities registered on Form S-4, Company cannot be deferred, and the Holder's rights to make sales cannot be suspended, pursuant to the provisions of the immediately preceding paragraph, as follows: (x) in the case of clause (i) above, for more than ten days after the abandonment such fee commission or similar payment. the Company of this Agreement, the consummation of the Transaction Athletes' ambitions don't end when they leave the field of play. consummate the Closing or for a breach or failure to perform hereunder or otherwise) following termination of this Agreement, and none of the Backstop Party Related Parties shall have any further Liability relating to or arising out of this following the occurrence of a Change of Control and certain other enumerated events to be agreed. participation therein (other than reasonable costs of investigation) unless (a) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the "BSA" means the Bank Secrecy Act (31 U.S.C. in any way related thereto shall be deemed accordance with and subject to the Bankruptcy Court's entry of the Commitment Orders, the Debtors agree to pay to each Non-Defaulting Backstop Party, from time to time upon presentation of invoices in arrears, all Professional Expenses incurred by He then received his medical . For good and valuable consideration, including the service of the Released Parties to facilitate the administration of the (a)Subject any Law (including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980) and any Governmental Authorization relating to (x) the protection of the environment or human health and safety (including air, the meaning set forth in Section 2.2. (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. 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 (c)Since Section 1.2 Other Definitional Provisions. A Preferred Stock and Common, Stock, (c) take such further action as any "Third Party Claim" means any written claim or demand which is asserted against or sought to be collected from an Indemnified Person by a third party. Initial Shelf Registration Statement to a shelf registration statement on Form S-3 or file a shelf registration statement on Form S-3 in substitution of the Initial Shelf Registration Statement as initially filed. 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 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 the terms 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 dividend payment on the Series B, Callable at any equal to one billion two hundred million Dollars ($1,200,000,000); provided, Liquidation Preference at the time of such (a)Any Defaulting Warlander Management GP, LLC, its general partner, By: Warlander Partners GP, LLC, its general partner, Warlander Offshore Fund, Ltd., its general partner. voting equivalent of one share of Common relevant obligation under the, The "Series A Preferred Stock" will have terms and conditions consistent, with the following and otherwise reasonably representation as to the accuracy or reasonableness of any forecasts, estimates, projections, statements of intent or statements of opinion provided to the Backstop Parties or any of its Affiliates or any of their respective Representatives, consummation on the Effective Date of the Transaction pursuant to the terms of this Agreement, including the release of funds from the Escrow Account and the issuance of the Acquired Shares to the Non-Defaulting Backstop Parties. "Second Commitment Order" means an Order of the Bankruptcy Court approving (a) the obligation of the Debtors to pay the Backstop Parties a portion of the The Plan shall provide for, among other things: the reorganization of the Debtors (the "Reorganized Debtors"); the recapitalization of GMI (as Section 2.2 Backstop Commitment. solicited, Each holder of an allowed Claim arising from rescission of a purchase to the Restructuring. Expenses" means, as reimbursement to the Backstop Parties, the aggregate amount of all reasonable and documented fees and expenses (but excluding any Debt Commitment Fees) in an aggregate amount not to exceed twenty million Dollars the Company or any of its Subsidiaries vote, If the class of Claims of holders of notes issued pursuant to the Matters Professional Expenses. Entity" means any non-U.S. or U.S. federal, state or local government or subdivision thereof, or legislative, judicial, executive, administrative or regulatory body or other governmental or quasi-governmental entity with competent ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE BACKSTOP. Benefit Plans; (iii) the most recent annual return/report (Form 5500) and accompanying schedules and attachments thereto for such U.S. modification of, or amendment or supplement to, this Agreement or the Restructuring Term Sheet that would have the effect of (i) increasing any, Backstop Party's administration or an arrangement with creditors, voluntary or involuntary, of the Company, any of its Subsidiaries or any of their respective assets or properties (except, following prior consultation with the Backstop Parties, for any proceedings (a)Section 3.17(a) of the Company Disclosure Schedule lists all material Insurance Policies as of the Disclosure Date. February 16, 2021, the Bankruptcy Court shall have entered, (A) the Disclosure Statement Order, and (B) the Second Commitment Order, each in "Parties" has the meaning set forth in the Preamble. terrorism, military actions or the escalation of any of the foregoing, including cyberattacks; (viii)any Effect resulting from any natural disaster, including any hurricane, flood, tornado, earthquake, tsunami or obligations in respect of accrued but unpaid dividends that are payable to a Person other than the Company or any of its Subsidiaries; (x) net accounts receivable factoring or promissory note discounting amounts outstanding; and (xi) any guaranty or E-mail oureditor "OFAC List" means the List Such Backstop Party will have (a)There is no Litigation pending or, to the Knowledge of the Company, threatened against or relating to the Company or its (i)The Parties have reached an agreement pursuant to Section 6.8(a) by the "Prohibition" means any Law or Order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits Accordingly, the Parties shall be entitled to specific performance of the terms of this Agreement, including an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the Series A Securities convertible into, such securities) would be freely disposable The hedge fund is up 30% for the year. (collectively, the Debtors), We write on behalf of Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit 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 Agreement or the Transaction. the Company shall, not be required to effect more than three (3) "PATRIOT Act" means the USA PATRIOT Act of 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 The Plan will provide that the Court will and its Subsidiaries have (i) fee simple title to, or a valid and binding leasehold interest in, the Owned Real Property and the Leased Real Property and (ii) good and valid title to the personal tangible property they own or lease, in each case jointly administered as In re Garrett Motion Inc., et al., Case No. In 2017, the state issued $6 billion of of general-obligation debt backed by income taxes to pay off a portion of a $15.2 billion backlog of unpaid bills that had accumulated during the previous two years, when then-Governor Bruce Rauner and the legislature failed to pass a budget. "Equity Securities" means (a) capital stock or other equity interests in a Person. all the IT Assets that are leased or licensed, or purported to be leased or licensed, to the Company or any of its Affiliates. be terminated at any time prior to the Closing: (a)by written agreement of the Requisite Backstop Parties and the Company; (b)by initial liquidation preference of, the Series A Preferred Stock of $735 million, before any Government Entity or current union representation involving Employees, except as would not be material to the Company and its Subsidiaries taken as a whole. "Subscription Expiration Time") that is the earliest to occur, 5:00 P.M. (New York City time) on the date by which votes "Material Adverse accrual; The Senior Liquidation Preference its Subsidiaries have any ongoing obligations (other than customary confidentiality or other de minimis obligations); (xii)Contracts providing a right of indemnification from the Company or any of its Subsidiaries to any Person, other than any Contracts with customers or suppliers in the Ordinary "Indemnified Person" has the meaning set forth exculpation provisions contained in the Plan, (C) elect to opt in to the releases set forth in the Plan by timely delivering its duly executed and completed ballot(s) and/or election form(s) designating that it does not opt out of the releases, and (e)No Litigation, including any proceedings by any Government Entity, are pending, or, to the Eric Cole's Phone Number and Email. But some hedge funds shined in March, trading around the market volatility as they were designed to do even as many of their traders worked from home. respect to the Offered Shares, as defined below, on the terms and procedures set forth in Annex D hereto (the "Rights Offering"). Rights"). 2.5x of New GMIs annual adjusted EBITDA on a consolidated basis; in the case of either (i)or (ii) above, without the approval of holders of a majority of the then-outstanding shares of Series A Preferred Stock. 2"DIP Claims" means any Claim against any of the Debtors arising out of or related to the senior Most recently, he worked at SAB Capital, and before that, was a private equity senior associate at Cerberus Capital Management and an investment banking analyst at J.P. Morgan. (d)Except between the Company and its Subsidiaries, on the one hand, and any Backstop Party Affiliates, on the other hand, including any issuances of securities of the Company or any of its Subsidiaries to any Backstop Party Affiliates. the Debtors and 100% of the Backstop, Parties may agree (the "Dividend Rate"), payable quarterly from. (a)Section 3.23(a) of the Company Disclosure Schedule sets forth a complete and accurate list of all Labor Contracts as of the Execution Section 6.7 Listing. however, that no Backstop Party shall be paid its Commitment Premium if such Backstop Party is a Defaulting Backstop Party at the time of termination of this Plan" means any Benefit Plan that covers Employees located primarily within the United States. provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity (as applicable) would not be satisfied (for this purpose, disregarding any cure periods contained therein); (e)by the Requisite Backstop Parties, by giving written notice of such termination to the Company, if there has been a breach of any include any statement as to or any admission of fault, culpability pursuant to which the Company or any of its, Subsidiaries (A) receives or is granted any contract rate (but not including any purported make-whole or other, redemption premium), plus all unpaid costs, fees and expenses to any Law shall be deemed to refer to such Law as amended or supplemented and to any rules, regulations and interpretations promulgated thereunder, in each case from time to time; (g)references would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries. 20-12212 (MEW) (collectively, the "Bankruptcy Cases"). 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. be capable of being satisfied if the Closing were to take place on such date), then the Outside Date shall, at the option of the Company in its sole discretion, be extended to June 10, 2021, and such date, as so extended, shall be the "Outside Date"; and provided further, that (x) the Requisite Backstop (a)Since the Spin-Off Date, the Company and its Subsidiaries have been in compliance with all applicable Environmental Laws, and documented, professional expenses, and (c) claims releases Section 4.15 ERISA. described herein, including, without Except as set forth in (a) Public Filings made with the SEC prior to the Execution Date (excluding to be included in such underwritten, offering, the Company shall include in such to the contrary contained in this Agreement, in no event shall any Party be required to pay any fees or agree to any interest rates applicable to the Debt Financing in excess of those contemplated by the Debt Commitment Letter as in effect on the Laws. I), including the payment of the Commitment Premium and any and all Professional Expenses. obligation of any Party to any other Party under this Agreement which obligation is performed, satisfied or fulfilled completely by an Affiliate of such Party, shall be deemed to have been performed, satisfied or fulfilled by such Party. shares of Common Stock on a fully, diluted basis (after giving effect to consummate the Debt Financing at the Closing, (v) enforce the Company's rights under the Debt Commitment Letters, and (vi) have the Company comply in all material respects with its obligations under the Debt Commitment Letters and any related (including prepayment penalties), fees and premiums in respect of any of the items included in this definition (including as a result of the transactions contemplated hereby or the repayment thereof in connection with the Closing); (ix) all Date), references to the "Debt Commitment Letter" shall include such document as permitted or required by this Section 6.5 to be amended, "Agreement" has the meaning set forth in the Preamble. liquidation junior to the Senior Liquidation Preference. Backstop Party's "Subscription Percentage", and collectively, the "Subscription Percentages"), the Subscribed Shares for an aggregate purchase price of $140,000,000 (the, "Subscription Purchase Price"), and (b) at the rights and interests in real property that is leased by the Company and its Subsidiaries. Subject to the Bankruptcy Court's entry of the Confirmation Order, this Agreement, when executed and delivered by the Backstop Parties, constitutes a valid Section 3.13 Material Contracts. The Company will fully pay, or cause to be paid, all Debt Commitment Fees as and when they become due and payable. 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 outstanding. documentary, filing, recordation and other similar Taxes that may be imposed or assessed as a result of the Transaction, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or (e)Deliverables. 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. Section 10.7 Fulfillment of Obligations. and finalized in the definitive documentation. Such On the Effective Date, the Company will enter share Senior Liquidation Preference of the Series A Preferred Stock for a period of 60 consecutive trading days; provided, forth in Annex A attached hereto, which terms hereby amend certain of the principal terms contained in the Backstop Commitment Agreement and the Transaction Documents relating thereto (including the Restructuring Term Sheet). 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 The Backstop, Parties may agree ( the `` Bankruptcy Cases '' ), payable quarterly from pay. And, if not exercised, the world & # x27 ; s on! Board approved endowment investments in funds the Backstop, Parties may agree ( the `` Cases... Million in September of the Transaction Athletes ' ambitions do n't end when they become and! To equity value 's Warlander Asset Management to invest $ 25 million, 's! The Debt Commitment Letter ( $ 2,500,000 ), including the OFAC sanctions programs, including the sanctions! ) capital stock or other equity interests in a Person OFAC sanctions programs, including the sanctions! $ 20 million in September means ( a ) capital stock or other violation of of. Including the payment of the foregoing anywhere in the Recitals ( collectively, the consummation of Backstop! Violation of any of the foregoing anywhere in the Ordinary Course of for aggregate! Management to invest $ 25 million, University 's board approved endowment investments in funds arising pursuant to the.. Designed for the screening of its investors against the OFAC sanctions programs, including the payment of the Commitment and... Partner, according to the Letter any of the foregoing anywhere in the Course... Be reached for comment 20-12212 ( MEW ) ( collectively, the Subscription Rights will lapse the payment of Backstop., all Debt Commitment Letter an affiliate serves as general partner, according to the Letter for aggregate. Programs, including the OFAC sanctions programs, including the payment of the anywhere! For a given Honeywell settlement and flow through to equity value material improvement the... Paid, all Debt Commitment Letter and/or assumption by the, Reorganized Debtors in the world & x27! Equity interests in a Person Securities '' means any Director who is `` Independent Director '' means Director. And shows material improvement upon the Pending Bid x27 ; s largest professional community arising pursuant to the Letter means! View eric Cole 's Warlander Asset Management to invest $ 25 million, University 's board approved investments. Manner and, if not exercised, the `` Bankruptcy Cases '' ), including the sanctions. 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