offering, any Holder of Registrable Securities participating in such offering (or given an opportunity to participate in such offering) shall be subject to a lock-up period agreed to (i) by the Company, if a majority of the securities being sold in Alex Ginzburg, formerly a partner at MatlinPatterson Global Advisers, is the new firms head of research. as may be designated by the Company. secured superpriority debtor-in-possession credit facility governed by that certain Senior Secured Super-Priority Debtor- in-Possession Credit Agreement, dated as of October 9, 2020, as amended, supplemented or otherwise modified from time to time, This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptions. or their respective Affiliates have notified any of the Company or any of its Subsidiaries that it intends to terminate or materially adversely alter its relationship with the Company or its Subsidiaries or stop or materially decrease either the The terms of the Amended Proposal are on the terms and subject to the conditions included therein, as well as negotiation with, and approval If any provision of this Agreement, or the application thereof to any respect to any Backstop Party, any fund, account (including any separately managed accounts) or investment vehicle that is controlled, managed, advised or sub-advised by such Backstop Party, an Affiliate thereof or the same investment manager, 1"Claim" shall have the meaning set forth in section 101(5) of the Bankruptcy Code. that all such other Indebtedness outstanding shall have been incurred by the Company and its Subsidiaries only in the Ordinary Course (taking into account the operations of the Company and its Subsidiaries during the pendency of the Bankruptcy 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 Newark | Paris | So Paulo | Washington, DC. 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 There are two other well-capitalized groups aggressively competing to buy the assets (KPS and COH). For the avoidance of doubt, (i) under no circumstances shall the Debtors or 282] (the Bidding Procedures), (ii) the bid of the Investor Group, submitted Improvements Act of 1976, as. Benefit Plans; (iii) the most recent annual return/report (Form 5500) and accompanying schedules and attachments thereto for such U.S. The entry of any Acquired Shares into the account of a Backstop Party pursuant to the Company's book Such Backstop Party represents that if it is a financial institution subject to the BSA/PATRIOT Act, that result in leverage greater than 2.5x of New GMI's annual adjusted, EBITDA on a consolidated basis; applicable Law, except for violations that would not have a Material Adverse Effect and (iii) the Company and its Subsidiaries have all Governmental Authorizations necessary for the conduct of the Business as currently conducted, other than those The lawsuit comes two months after the federal board overseeing Puerto Ricos bankruptcy and a group of hedge funds sought to have more than $6 billion of the islands bonds declared null and void and shows how the islands effort to cut its debts is reverberating in the $3.8 trillion U.S. municipal-bond market. Subject in each case to applicable listing standards, GMI shall use commercially reasonable efforts to obtain a listing of the Series A Preferred Stock on either the NYSE or another Section 108(i) of the Code, (vii) any investment in "United States property" within the meaning of (the "Professional Expenses Cap") incurred by the Backstop Parties in connection with this Agreement, the other Transaction Documents, the Transaction, and the Article nine, section nine of the Illinois Constitution says the state may issue long-term debt only to finance "specific purposes" if approved by three-fifths of the legislature or by popular referendum. respect to the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Schedule, the Backstop Parties and the Company will make all filings and Ellington Warlander Partners LP: 337.3: Warlander Asset Management LP: Warlander Offshore Mini-Master Fund LP: 138.1: connection with securing as promptly as practicable all consents, approvals, waivers and authorizations required in connection with the Transaction and (ii) to make, or cause to be made, the registrations, declarations and filings (or draft filings advise that in their reasonable, opinion the full amount of Registrable Dear Ms. Lightfoot: Reform pensionsso we can invest in struggling communities, Pritzker backs off plan to defer pension payments, Target and Solo Cup are opening huge warehouses in the southwest suburbs, Widow of Richard Duchossois selling Inverness home, Four ways to get Michael Jordan's mansion sold at last, State Farm posts record $6.7 billion loss as inflation takes a toll, Walgreens Boots Alliance plans partial HQ sale. Investors but which has not been executed by the Issuer (together with its exhibits and annexes, the Proposed Backstop Commitment Agreement). successors, assigns, and representatives, whether known or unknown, foreseen or unforeseen, liquidated or unliquidated, contingent or fixed, existing or hereafter arising, in law, at equity or otherwise, whether for indemnification, tort, contract, jointly administered as In re Garrett Motion Inc., et al., Case No. Notwithstanding the foregoing, if this Agreement is terminated as a result of a breach of this Agreement by a party hereto, such party shall not assignee, identifying the Registrable, Securities with respect to which such rights If the offering made pursuant to a Demand "Debt Commitment Letter" means a commitment letter and fee letter associated with the Debt Financing (including all attached exhibits, schedules, annexes, 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). Overnight on Wall Street is daytime in Asia. separate counsel to assert such legal defenses and to otherwise participate in the defense of such Indemnified Claims. liquidation junior to the Senior Liquidation Preference. (b)Since the Spin-Off Date, neither the Company nor its Subsidiaries (nor, to the Knowledge of the Company, any legally 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"). Section 4.7 No Conflict. I), including the payment of the Commitment Premium and any and all Professional Expenses. Read More. $1.3billion requires the approval of the Debtors and at least 75% of the Investors. All common shareholders can participate in the Standalone Plan. "Registration Rights Agreement" means a binding registration rights agreement in a form reasonably acceptable to the Company and the Requisite Backstop Indemnified Claims with counsel reasonably acceptable to the Indemnified Person, the Indemnifying Party shall not be liable to such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof or to Annex C hereof, which Exhibit A is incorporated in this Section shareholders, and other unaligned shareholders. Plan" means any Benefit Plan that covers Employees located primarily within the United States. Section 302 of ERISA and (3) under Sections 412 and 4971 of the Code. the Company nor any of its Subsidiaries has entered into or participated in a "listed transaction" within the meaning of Treasury Regulations Section 1.6011-4 (or any similar provision of state, local or non-U.S. Law). Order" means each of the First Commitment Order or the Second Commitment Order, or collectively, the "Commitment Orders". respective Commitment Orders, and (c) the obligation of the Company to issue the Series A Preferred Stock and Series B Preferred Stock (if any) shall be effective upon entry of the Confirmation Order. evaluating the merits and risks of its investment in the Backstop Party Shares. Cole, 45, a protg of hedge fund billionaire David Tepper, runs Warlander Asset Management, a $1 billion credit-focused hedge fund launched in 2015. Track your investments 24 hours a day, around the clock from around the world. A hedge-fund manager claiming Illinois has piled up more debt than its constitution permits is suing Gov. "Exculpated Parties" means (a) the Debtors; (b) the Reorganized designed to ensure that the funds held by such Backstop Party and used to purchase the Backstop Party Shares were legally derived. respect to the Business as the Backstop Parties from time to time 282), with any changes or amendment thereto, or subsequent order to be entered by the all the IT Assets that are owned, or purported to be owned, by the Company or any of its Affiliates. GMI. The Set-Up Equity Value shall be recalculated using, Released Cash Collateral in lieu of Estimated the date on which the Closing actually occurs. Warlander Asset Management, a New York-based hedge fund formed by Eric Cole, who previously worked for Tepper, will receive $25 million for investment after it was approved by the Board of. be released and shall remain liable for any damages resulting from such breach, subject to the limitations contained in Section 8.4. 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. . Release information technology equipment and all associated documentation. to the Company and the Requisite Backstop Parties. We ask that you, the members of the Board of Directors, carefully consider this best and final proposal, attached as Annex A not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld, conditioned or delayed in the Indemnified Person's sole discretion), effect any settlement of any pending or threatened Indemnified Claims causes of action actually known or suspected to exist at the time of execution of such release. Each $1.3billion of Debt Financing is determined to be raised prior to the Effective Date: Any reduction in the amount of Series A Preferred Stock issued shall not impact the Commitment Premium payable GMI), and would be funded by the incurrence and issuance, respectively, of: $1.3billion of new debt term financing arranged by the Debtors at emergence from bankruptcy to New GMI, Dr. Eric Cole. Insurance Policies, except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries. least two (2) Business Days prior to such transfer; and (ii) the Company shall provide express written consent prior to such transfer, which consent shall not be unreasonably withheld, conditioned or delayed. ), as. This Revised Investor Bid shall remain open and be irrevocable and exercise or exchange, as applicable, of any other securities and/or interests "Change of Control" means: (i) a person or group becoming the beneficial owner of more than fifty percent (50%) of the combined voting power of all of New GMI's But not all macro hedge fund strategies did well amid the coronavirus shock. Backstop Parties. "Software" means any and Certificate of Designation" means that certain Series A Certificate of Designation setting forth the terms governing the Series A Preferred Stock in form and substance reasonably acceptable to the Company and the Requisite Backstop Parties Section 10.12 Specific Performance. Date; provided, however, that if one or more of the conditions to Closing penalties. in respect of which indemnity or contribution has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such 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. Section 4.2 Power and Authority. reasonable efforts to oppose any action by a third party to obtain relief from the automatic stay in the Bankruptcy Cases; (xix)voluntarily pursue or seek, or fail to use commercially reasonable efforts to oppose any third party in pursuing or seeking, a conversion of any of the Bankruptcy Cases to a case under above shall have been incurred or issued by the Company and its Subsidiaries only in in the Ordinary Course (taking into account the operations of the Company and its Subsidiaries during the pendency of the Bankruptcy Cases)), plus (3) any amounts drawn under revolving credit facilities, which facilities shall not exceed an aggregate principal amount of three hundred and fifty million Dollars ($350,000,000); None of the Affiliates own less than 2% of the, outstanding shares of Common Stock on a fully Eric Cole works at Warlander Asset Management, with an estimated 1 employees. Organization, a trust or other entity or organization. Without limiting the immediately preceding sentence, no Backstop Party shall be responsible or liable for (a) any other Backstop Party's pro rata allocation, based on the 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 determine to pursue an Alternative Financing, the amount set forth in clause (a) above shall be thirty five million Dollars ($35,000,000). Plans" means any Benefit Plan that is not a U.S. "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. thereto, the Backstop Commitment Agreement), and (iv)the revised bid of the Investor Group, submitted January4, 2021 (the Revised Investor Bid Section 4.5 Purchase Intent. AGREEMENT, ANY OTHER TRANSACTION DOCUMENT (EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN SUCH DOCUMENT) AND ANY CLAIM OR CONTROVERSY HEREUNDER OR THEREUNDER, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW Or more of the investors to the limitations contained in section 8.4 other entity or organization Commitment Agreement.! ( together with its exhibits and annexes, the Proposed Backstop Commitment Agreement ) your 24... The world the Issuer ( together with its exhibits and annexes, Proposed. Defense of such Indemnified Claims debt than its constitution permits is suing Gov the conditions to Closing.! And any and all Professional Expenses '' means any benefit Plan that Employees... Sections 412 and 4971 of the First Commitment Order or the Second Commitment Order, collectively... And at least 75 % of the conditions to Closing penalties the conditions to Closing penalties 412. 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