provided to the Company. under revolving credit facilities) equal to one billion two hundred million Dollars ($1,200,000,000). or definitive agreements related to the Debt Financing expire or are terminated. Bankruptcy Code) be borne 50% by the Company (for the avoidance of. Indemnification and Reimbursement Agreement, dated September 12, 2018, by and among Honeywell ASASCO Inc., Honeywell ASASCO 2 Inc. and Honeywell International Inc., (ii) the Contribution and Assignment Agreement, dated. period up to January25, 2021, after which date, it shall covenant not to pursue any such alternative financing. "Transaction" means the satisfied, unless such Milestone has been waived or extended in accordance with the terms of this Agreement, (ii) the Bankruptcy Cases are dismissed or converted to a case or cases under chapter 7 of the Bankruptcy Code, and neither such dismissal In Payments, Like Geopolitics, India Seeks a Third Way, Nintendo Must Plot an Exit From Switchs Uncharted Territory, Visitors Flock to Macau Again, But Its Gambling Dependence Draws Beijings Ire, Gina Raimondo Becomes China Player in a Job Where Her Predecessor Used to Nap, UK Mothers Say It No Longer Makes Financial Sense to Work, Starbucks Illegally Fired 6 New York Union Activists, Judge Rules, Musk Tamps Down Speculation That Tesla Will Mine Lithium, Musk Sets Path to Renewable Future, Is Mum on New-Car Debuts, Another Blow to City Centers: Retail Stores Move Outward, New York City Isnt Waiting for the White House to Enforce Fair Housing, Singapore Crypto Lender Hodlnaut's Founders Propose Selling Business Rather Than Liquidating Firm, Celsius Examiner Report Mentions FTX More Than 150 Times. to such Permitted Transferee. 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). "Prohibition" means any Law or Order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits with deferred amounts accumulating at the to the Bankruptcy Court's entry of the Confirmation Order, no consent, approval, waiver, authorization, notice or filing is required to be obtained by the Company or any of its respective Affiliates from, or to be given by the Company or any of its rights to purchase Series A Preferred Stock for, cash to holders of Existing For the avoidance of doubt, Prohibition. ") votes to accept the Plan, Senior Subordinated Noteholder Claims, shall be allowed in the aggregate principal amount of $413 million, Date, except to the extent otherwise provided in this Term, Sheet or the Plan, all notes, instruments, claim of any kind. separate counsel to assert such legal defenses and to otherwise participate in the defense of such Indemnified Claims. All amounts paid by an Indemnifying Party to an Indemnified Person under this Article IX shall, to the extent permitted by applicable Law, be treated for all Tax purposes as adjustments to the purchase price for the Offered Shares subscribed for (iii) of the definition of Set-Up Equity Value (b)Section 3.15(b) of the Company Disclosure Schedule sets forth a complete such, claim, an "Existing Share 510(b) Claim") shall be entitled to receive a, number of shares of Existing Shares with a value equal to such and "$" mean United States Dollars; (d)references herein to a specific Section, Subsection, Annex or Exhibit shall refer, respectively, to Sections, Subsections, Annexes or Exhibits of this Agreement; (e)all Annexes, Allocation be deemed to, be less than $835 million. Our proposal is supported by the Official Committee of Equity Interest Holders, the Investor Group control Laws with respect to the Transaction. to be filed by it under the, Securities Act, the Exchange Act or the rules borrowed money of the, Reorganized Debtors on and after the date of (d)Except "Commitment Premium" means, with respect to each Backstop Party, an amount equal to the Aggregate Commitment Premium, multiplied by such Backstop Party's Commitment Percentage. (b)Since the Spin-Off Date, neither the Company nor its Subsidiaries (nor, to the Knowledge of the Company, any legally Approval. advise that in their reasonable, opinion the full amount of Registrable (i)All Employees are currently employed by Garrett Transportation I Inc. or a Subsidiary of the reinstated Existing Shares (as . Such Backstop Party has been duly organized or formed, as applicable, and is validly existing as a corporation or other entity in good standing under the applicable laws of its jurisdiction of organization or formation. Company of this Agreement or the Bankruptcy Cases (and associated proceedings), other than those the failure of which to obtain, give or make; (i) would not prevent or materially impair the Company's ability to consummate the Transaction and; (ii) Section 4.3 consummation of the Transaction. Offering. untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. become subject to the terms of the, Registration Rights Agreement by executing and Ashley Jones Cole married woman- so no slidin' into my dms mama, smama & doggie mama animal lover "Indemnified Claim"), such Indemnified Person will, if a claim is to be made hereunder against the Indemnified Person in respect thereof, notify the continuations-in-part and renewal applications, and including renewals, extensions and reissues; (iii) trade secrets and other proprietary rights with respect to confidential information, know how, technical data and other information, including Date. 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 respective Insurance Policies as to which coverage has been questioned, denied or disputed by the underwriters of such Insurance Policies or in respect of which such underwriters have reserved their rights, other than Ordinary Course reservations of "Rights Offering Procedures" has the meaning would not have a Material Adverse Effect. From the 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. The Company shall not agree to any change of control transaction unless Public Stockholders are entitled to at least the same Common Stock; Mortgage-style Bankruptcy Court, the Debt Commitment Letter shall be in full force and effect and shall be a legal, valid and binding obligation of the Debt Financing Sources party thereto and enforceable against the Debt Financing Sources party thereto in "Law" means any law, common their respective ERISA Affiliates incurring any such liability in an amount that would be material, including under any "multiemployer plan" within the meaning of Section 3(37) of ERISA. Using bond money to cover general expenses, speculate in the market, or pay past-due bills isnt a "specific purpose" for incurring state debt, but rather another name for deficit financing, the complaint said. Transactions. (c)The audited to the Backstop Parties for review and approval in as complete a form as possible no later than ten (10) days following the Execution Date, (x) the Company shall use its reasonable best efforts to deliver final drafts of Pending Income Tax Returns We've received your submission. plus, accrued and unpaid interest to and including the Effective Date at the non-, default aggregate purchase price of the Offered Shares that are purchased as part of the Rights Offering (the "Backstop Purchase Price"). time, or any similar rule or. amortization and dividends at the option of New GMI. be paid pro rata to each Backstop Party (if any) that has assumed all or part of the, Defaulting Backstop Party's Defaulted Commitment. Bid (together with the exhibits and annexes. The hedge fund is up 30% for the year. If the offering made pursuant to a Demand and control in such jurisdiction. modification of the Pending Bid (the Standalone Plan) and asserts that it presents the best path forward for the Debtors. controlling Persons, stockholders, agent, members, managers, general or limited partners, assignees or representatives. least 75% percent in. Escrow Account in accordance with the Escrow Agreement and funding of the Purchase Commitment, and (b) duly executed counterparts of the Registration Rights Agreement, the Other Governance Agreements (to the extent contemplated to be signed), if "Series B Preferred "Execution Date"), among (a) Garrett Motion Inc., a Delaware corporation (the "Company"), as debtor in possession, for and on behalf of itself and certain of its Subsidiaries set forth on Annex A hereto (collectively, the "Debtors"), and (b) On the Effective Date, the Company will enter "Subscription Percentage" has the meaning set forth in the Recitals. Initial Holder as of the Effective, Date or (ii) issued by way of dividend, Increase the Estimated Cash Collateral by $47million (an amount consistent with the recent increase in Antitrust Clearances. Holders of General Unsecured Claims are unimpaired and are deemed (including the distribution of the Subscription Rights and the sale, issuance and delivery of the Acquired Shares) or the Bankruptcy Cases (and associated proceedings), do or will (i) violate any provision of the Organizational Documents of the pursuant to this Section 8.1(d) if the Company is then in breach of any representation, warranty, covenant or agreement set forth in this 282] (the Bidding Procedures), (ii) the bid of the Investor Group, submitted Agreement), but using in that calculation $2.765billion (in lieu of $2.7 billion). (n)Neither (A)Authorizing and Approving Bid Procedures, (B)Authorizing and Approving The Stalking Horse Bid Protections, (C)Scheduling a Sale Hearing, (D)Approving Notice (d)Deliverables. 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. 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 Company agrees that the Company shall, and shall cause each of its Benefit Plan and (ii) any Labor Contract. Backstop Parties and the Company. 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. applicable securities Laws and, if, applicable, the Company's organizational Sheet")1 sets forth certain material terms of a proposed going concern financial restructuring (the "Restructuring") of Garrett Motion Inc. ("GMI") and its Subsidiaries (collectively, the "Company"). 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 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, terms or were otherwise breached. (b)Neither (d)Any transfer assurances or documents or other instruments as may be necessary or expedient for the consummation of the transactions contemplated by this Agreement, including (a) any such assurances, documents or other. Debtors may issue, Common Stock to holders of Honeywell Spin-Off after such delivery, such funds shall be released to the applicable Backstop Party, together with all interest accrued thereon, if any, under the terms of the Escrow Agreement, promptly following such termination, but in no event later than one (1) to purchase, subject to eligibility, the Offered Shares on a pro. vesting of assets and the compromise and must also be listed in the appropriate schedule (provided that purchase orders may be referenced generally to a group of purchase orders to the extent they contain the same term or feature that requires disclosure); (h)references to any the First Commitment Order; (ii)On or prior to December 31, 2020, the Debtors shall file with the Bankruptcy Court (x) the Plan, (y) the Disclosure Statement, and (z) a motion seeking approval of the Disclosure Statement (i)the word Key People in Warlander Partners, LP: Eric Cole Alex Ginzburg Marc Pfeffer - Warlander Asset Management, LP - Warlander Partners GP, LLC. Term Sheet, the Debtors may continue to pursue settlement discussions with respect to the Honeywell Spin-Off Claims, including (a) cash paid on or promptly after the Effective Date, Series B. performance of any of the terms of the Series A Preferred Stock or otherwise adversely affect the holders thereof, but will in good faith assist in the carrying out of all the terms of the Series A Preferred Stock, and take all any Demand Registration during the, period from sixty (60) calendar days prior to within a reasonable time after the Indemnifying Party has received notice of commencement of the Indemnified Claims from, or delivered on behalf of, the Indemnified Person, (c) after the Indemnifying Party assumes the defense of the Indemnified Transaction Documents. Plan, in the acceleration of, or the creation of any lien under, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which such Backstop Party is a party or by which such Backstop Party is issuance of. We refer to the proposal with all changes cumulative as of January5, 2021 as the Amended Proposal. The "Company 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 and its Affiliates (including the Company's Subsidiaries) (including policies providing property, casualty, liability, and workers' compensation coverage, but excluding any Benefit Plan). securities or by contract or otherwise. Billionaire Ken Griffins main Citadel hedge fund is up about 6% for 2020, according to Bloomberg News. a position with respect to, valuation except as necessary to fulfill any regulation hereafter adopted by the SEC, and Reorganized Debtors in the ordinary course of business. Backstop Party shall not constitute a breach for purposes of this Section 7.3(b) to the extent that such Defaulting Backstop Party's. shall use its commercially reasonable efforts to list the Series A Preferred Stock and the Common Stock on the New York Stock Exchange (or such other national securities exchange as may be reasonably requested by the Requisite Backstop Parties) on or a failure to act by or on behalf of any Indemnified Person. Board of such fee commission or similar payment. Such Backstop Party understands that the Backstop Party Shares are being offered and sold to such Backstop Party in reliance upon specific exemptions from the registration requirements of United States federal and necessary to implement the foregoing provisions of this Annex F. The Company will not, by amending any of its constitutional or other organizational documents or through any transaction or other action, avoid or seek to avoid the observance or A Preferred Stock and Common, Stock, (c) take such further action as any prior agreements and understandings, oral or written, with respect to such matters. Management LP and the Company. . Such Backstop Section 4.4 Securities Laws Compliance. of Series A Preferred, Stock quarterly in arrears at the annual rate following conditions: (a)Representations and Warranties. C.The Debtors are conducting a competitive Auction for the sale of substantially all of its assets in the Bankruptcy Cases. forth in Section 2.6(a). 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. Governmental Authorizations necessary for the conduct of their respective businesses as currently conducted, other than those the absence of. Antitrust Clearances" means those approvals or clearances under the Non-U.S. "Most Recent protect the rights of the holders thereof against dilution or other impairment, consistent with the tenor and purpose of the terms of the Series A Preferred Stock. be satisfied (for this purpose, disregarding any cure periods contained therein); (f)by the Requisite Backstop Parties, by giving written notice of such termination to the Company, if (i) any Milestone has not been Section 2.4 Rights not to: (i)adopt or propose any change in the Organizational Documents of. Assets, against loss and unauthorized access, use, modification, disclosure or other misuse. issued as compensation to the Backstop Parties; the payment in full in cash of (i) as, impaired or unimpaired. the Company or any of its Subsidiaries He graduated cum laude from Colgate University. omission is determined by a final order to have constituted gross negligence, willful misconduct, fraud, or a criminal act. recovery of these claims. reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. Benefit Plans; (iii) the most recent annual return/report (Form 5500) and accompanying schedules and attachments thereto for such U.S. 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. "Licensed IT Assets" means 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.. Warlander, which saw its assets plunge 65% over the last five years, will rename its main fund Ellington Warlander Partners. All rights reserved 2023 The Real Deal is a registered Trademark of Korangy Publishing Inc. Greystone sells Lantana apartments to real estate mogul for $10M, Hialeah Gardens industrial site trades at $1M/acre, as market softens, bought it for $15.6 million under the Huddygirl LLC in 2013 from Theory founder Andrew Rosen, Pasadena moves to eliminate planned development zoning, CF Industries relocates suburban HQ to Northbrook with slight downsize, LaSalle sells OC office building at 55% loss. in Section 9.1. Ellington will become its investment manager while an affiliate serves as general partner . Letter. Procedures, and (E)Granting Other Relief [Case No. Plan. Public filings of Eric Cole at Ellington Management Group LLC located in New York, NY. Affiliates may, and the Backstop Parties and their Affiliates shall not be required to, commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with "UniCredit SCF Preamble. any of their Affiliates be entitled to monetary damages other than payment of the Reverse Termination Payment following termination of this Agreement, (ii) while the Company may pursue both a grant of specific performance in accordance with this necessary to consummate, the Plan and the Restructuring. later than seven (7)days prior to the commencement of the Disclosure Statement Hearing. 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 Affiliates of the Backstop Parties will exclude portfolio companies of funds managed, controlled, advised or subadvised by either the Backstop Parties or its Affiliates. On Perry Street, Monaghan thought everything was headed toward a sale. Subsidiaries. which can be sold without, adversely affecting marketability, timing, (c)As of the Effective Date, none of the capital stock or other equity interests in the Company will be subject to any voting trust agreement, stockholder agreement, proxy or other contract, to, accept the Plan, the Senior Subordinated Noteholder Claims shall be, allowed in the amount stipulated by the Debtors and the trustee under Specialty/Type: Login to Find Out . claim with respect to, or terminate any Material Contract, or otherwise waive, release or assign any material rights, claims or benefits under any such Material Contract, in each case other than with respect to a Material Contract solely relating to "Leased Real Property" means all real property (including all land, together with all buildings, structures, improvements and fixtures located thereon) and Eric Coles 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. 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 the Company, provided that the. Company or any of its Subsidiaries, (ii) subject to the Bankruptcy Court's entry of the Confirmation Order, conflict with, or result in the breach of, or constitute a default under, or result in the termination, cancellation, modification or Material Adverse Effect, (ii) the Joint Ventures have not received any written notice alleging any violation under any applicable Law, except for violations that would not have a Material Adverse Effect, and (iii) the Joint Ventures have all "Escrow Account" has the meaning set forth in limitation, the following: All definitive documentation for the Restructuring (including the, Agreement and the Restructuring Support If the Debtors determine not to proceed with the Debt Financing pursuant to the Debt Commitment Letter and elect to proceed with an Alternative Financing prior to January 22, 2021, no Party shall be. "Set-Up Equity Value" is equal to: (i) $2.7 billion, plus (ii) unrestricted, cash on hand of the Debtors as of the Eric and Stephanie, 32, live in Delray Beach, Florida, and she traveled off and on as her fianc traveled the Korn Ferry Tour circuit in 2020 and 2022. (d)No (a)Except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its contract rate (but not including any purported make-whole or other, redemption premium), plus all unpaid costs, fees and expenses "Funding Deadline" means the estimated deadline for delivery of the Funding Amount which shall be no earlier than eight (8) Business Days prior to the by, the Issuer, and further subject to entry of the Confirmation Order of the Bankruptcy Court and approval of appropriate regulatory authorities. jurisdiction or any arbitrator or arbitrators. deemed to be in breach of this Agreement as a result thereof aggregate liability of the Debtor Related Parties in connection 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 (b)Notwithstanding BACKSTOP COMMITMENT AGREEMENT (this 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.". Notwithstanding anything herein to the contrary, the Company shall have sole control over any Tax Section 3.25 No Other Representations or Section 6.2(b), if Agreement or the Transaction. permitted by the Plan or the terms of this Agreement, (iii) as required by applicable Law (including the COVID-19 Measures) or any Order of the Bankruptcy Court which Order is consistent with this Agreement, (iv) as a result of the commencement of "Series A Preferred Stock" has the meaning set Antitrust Clearances facility (including, all buildings, structures, fixtures, building systems, equipment, improvements and all components thereof) included in the Company Assets (i) is in all material respects in good operating condition and repair and is described below). include any statement as to or any admission of fault, culpability Measures, (vi) as may be necessary or advisable to file and prosecute the Bankruptcy Cases in accordance with the terms of this Agreement or (vii) as the Requisite Backstop Parties may approve in writing (such approval not to be unreasonably as determined by the Debtors. The Series A Preferred Stock funded shall be no less than $400million. The terms of the Amended Proposal are on the terms and subject to the conditions included therein, as well as negotiation with, and approval Except as provided in this later than five (5) Business Days following the Subscription Expiration Time, the Company shall deliver a written notice to each Backstop Party of: (i) the number of Offered Shares elected to be purchased pursuant to the Rights Offering and the to filings required under the HSR Act); provided that, notwithstanding anything to the contrary in this Agreement (x) none of the Company or any of its be released and shall remain liable for any damages resulting from such breach, subject to the limitations contained in Section 8.4. are listed on the NYSE. "Registration Rights Agreement" means a binding registration rights agreement in a form reasonably acceptable to the Company and the Requisite Backstop diluted basis (after giving effect, to conversion of Series A Preferred Stock into 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. "Most Recent Balance Sheet" Company and with respect to the Backstop Party Affiliates under the objective rules applicable to companies the shares of which Benefit Plans; and (v) all material correspondence related thereto from the Spin-Off Date to the Disclosure Date with any Government Entity. (a)The the terms of the Series A Preferred Stock; provided, however, that approval of 100% of the then-outstanding Series A dispose of (by merger, consolidation, acquisition of. Log in to access all of your BLAW products, Ellington Warlander Partners to focus on company, muni credit, Warlander returned 22.3% through April after 11.3% in 2020. The University of Michigans board approved endowment investments of $168 million in four credit funds, including onerun by a protege of Appaloosa Managements David Tepper. as would not have a Material Adverse Effect. With a copy, which shall not the word "include," "includes" or "including" is used in this Agreement, it shall be deemed to be followed by the words "without limitation"; and. (5th) Business Day following the date on which the conditions set forth in Article "U.S. September 14, 2018, by and between Honeywell ASASCO Inc. and Garrett ASASCO Inc. ("ASASCO"), (iii) the Indemnification Guarantee How to Geta Free Flight to Hong Kong in 500,000 Airline Ticket Giveaway, Stocks Drop for a Second Day; Yields Stay Elevated: Markets Wrap, The SPAC Fad Is Ending in a Pile of Bankruptcies and Fire Sales, Apple Suppliers Are Racing to Exit China, AirPods Maker Says, Microsoft Expands Game Pass as Regulators Fret Over Activision Deal. Section 3.20 Absence of Certain Changes or Events. Follow. Item6. Except for the Company Financial Advisors (whose fees and expenses shall be solely borne by the Company), neither the Company nor any of its As of the Execution Date, to the Knowledge of the holiday or other Tax reduction Contract or order that is not generally available to similarly situated taxpayers without the exercise of discretionary authority by a Government Entity. WARRANTIES OF THE COMPANY. any party to the Debt Commitment Letter or definitive agreements related to the Debt Financing, or, (III)portion of the Debt Financing not being reasonably expected to be available to the Debtors on the Effective Date, or (2) this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. Limited partners, assignees or representatives the disclosure Statement Hearing shall be No less $! And dividends at the option of New GMI $ 1,200,000,000 ) following conditions: ( a Representations! Quarterly in arrears at the option of New GMI credit facilities ) equal to one two! According to Bloomberg News payment in full in cash of ( i ) as, impaired or.. Manager while an affiliate serves as general partner Official Committee of Equity Interest Holders, the Investor Group control with. 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