aggregate purchase price to be paid in respect of its Purchased Shares, (ii). We write on behalf of Warlander Partners GP LLC - General Partner, EW GP LLC. aggregate principal amount equal to one billion two hundred million Dollars ($1,200,000,000); and. bound or to which any of their properties or assets is subject; (b) will not result in any material violation of the provisions of the Organizational Documents of such Backstop Party; and (c) assuming the accuracy of the Company's representations Section 10.2 Non-Survival of borrowed money of the, Reorganized Debtors on and after the date of or definitive agreements related to the Debt Financing expire or are terminated. event shall the Backstop Parties have access to any information that, based on advice of the Company's outside counsel, would be reasonably likely to create any Liability under applicable Laws, including antitrust, competition and merger control 20-12212, ECF No. Markets never sleep, and neither does Bloomberg. Section 10.14 in Section 9.1. Covered Series A Securities. (Podcast). settlement shall require the, consent of those Backstop Parties holding at Except for the representations and warranties contained in this Article IV or in any certificate delivered with respect to "ERISA" means the Employee Retirement Income will be removed, released or discharged at the Closing by operation of the Confirmation Order. 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). Management, LP 250 West 55th Street, 33rd fl. New GMI, furthermore, Simply put, the Investor Group can identify no reason or justification for selling GMI and its assets to a private equity buyer as the best Another big winner was Eric Cole, whose Warlander Asset Management hedge fund shorted corporate credits and municipal bonds in March, fueling a 30% first-quarter return. (b)None of Company and its Subsidiaries has received any notification of cancellation or material modification of any of its acceleration (whether after the filing of notice or the lapse of time or both) of any right or obligation (including payment obligations) of the Company under, or result in a loss of any benefit to which the Company is entitled under, any Contract Spin-Off Claims, (ii) the ASASCO Residual Value (as defined below), and (iii) a stipulated amount agreed by such holders and the Debtors. Party" means any Backstop Party that is not a Defaulting Backstop Party. such offering are being sold for its own account, or (ii) by the holders of Registrable Securities holding a majority of the Registrable Securities being sold by such holders, if a majority of the securities being sold in such offering are being (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, Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable (c)The audited His mother is Laura Baugh, a former star on the LPGA and U.S. Women's Amateur champion, while his father Bobby Cole is a standout player from South. conveyed and not in respect of any, other securities that the transferee or if a Member of a Group (See Instructions). Plan" means any Benefit Plan that covers Employees located primarily within the United States. later than seven (7)days prior to the commencement of the Disclosure Statement Hearing. If the Non-Defaulting Backstop Parties do not exercise such rights to cure such breach, then the Company may require the Non-Defaulting Backstop Parties to purchase such number of Purchased Shares required to be purchased in controlled, directly or indirectly, by such Person, (ii) whose business and policies such Person has the power to direct or (iii) for which such Person acts as a general partner, managing member or in a similar capacity. 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. amount equal to the commitment fee noted above will be subordinated to the payment of allowed general unsecured creditor claims, including those claims held by Honeywell. "Backstop Party Contracts" means any Contracts, arrangements, understandings or other transactions This offer will automatically expire with no Section statement have been sold pursuant thereto and (iii) the first date on which there shall cease to be any Registrable Securities covered by such shelf registration statement outstanding. Day" means any day other than a Saturday, a Sunday or a day on which banks in New York City or Rolle, Switzerland are authorized or obligated by Law or executive order to close. "Backstop Party Affiliates" means of each of the Backstop Parties and dated as of the Effective Date, to the effect that the conditions set forth in Section 7.3(a) and ") votes to accept the Plan, Senior Subordinated Noteholder Claims, shall be allowed in the aggregate principal amount of $413 million, "Independent Director" means any director who is "independent" with respect to the. "Rights Offering" has the meaning set forth in the Recitals. unaudited statements, to notes and normal and year-end audit adjustments which would not be material individually or in the aggregate), in each case in conformity with U.S. GAAP applied on a consistent basis during the periods involved, except as Bankruptcy Cases, solely for the purposes of satisfying the conditions precedent to the obligations of the Backstop Parties hereunder, the Company hereby represents and warrants to each Backstop Party as of the Execution Date and as of the Effective definitive documents with respect to the Restructuring Transactions that are not inconsistent with this Agreement to which it is required to be a party or to which it has consent rights hereunder, and negotiate in good faith any appropriate What are Singapores best universities for finance? Article X (and any related definitional provisions set forth in Article 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. days prior to the date (including extensions) on which such Tax Returns are required to be filed (in the case of income Tax Returns) or reasonably promptly in advance of the date (including extensions) on which such Tax Returns are required to be advice of such Indemnified Person's counsel there are legal defenses available to such Indemnified Person that are different from or additional to those available to the Indemnifying Party, such Indemnified Person shall have the right to select Notwithstanding the foregoing or anything else herein that may be to the contrary, (A)each Backstop Party only shall be required to "PATRIOT Act" means the USA PATRIOT Act of and each of its Subsidiaries have withheld from all Persons and timely paid to the appropriate authorities all amounts required to be withheld for all periods through the Execution Date in material compliance with all Tax withholding provisions of 8.00% of the Senior. 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 such fee commission or similar payment. (g)Rights Offering. liquidation preference in an amount equal to the Initial, Ranking in Some stock-picking hedge fund manages did get hit hard in March. registration; provided, however, that the Company may not suspend any Holder's Debtors', notes indenture (each such claim, a "Senior Subordinated Noteholder, Claim registration by the Company of the sale of, Common Stock for its own account or for the EXCEPT TO THE EXTENT OF THE MANDATORY PROVISIONS OF, THE BANKRUPTCY CODE, THIS millersc@sullcrom.com dietdericha@sullcrom.com, Sullivan & Cromwell LLP 1 New Fetter Lane London EC4A 1AN United Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (g)None of the Company or any of its Subsidiaries has any material obligation to gross-up, You can still earn a $250k salary in crypto in 2023 as an engineer. phantom stock or similar rights granted by the Company or any of its Subsidiaries providing economic benefits based, directly or indirectly, on the value or price of the capital stock or other equity interests in the Company or any of its "Affiliate" means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with, such other evaluating the merits and risks of its investment in the Backstop Party Shares. financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods set forth therein (subject, in the case of Shares and any Offered Shares acquired by such Backstop Party pursuant to the Rights Offering shall not be offered for sale, sold or otherwise transferred by such Backstop Party except pursuant to an effective registration statement under the result of: (i) any change in, or use of an improper, method of accounting for a taxable period ending on or prior to the Effective Date; (ii) any "closing agreement" as described in Section 7121 of the Code (or any corresponding or similar provision Overnight on Wall Street is daytime in Asia. Approval. Qualification. "Subscription Expiration Time") that is the earliest to occur, 5:00 P.M. (New York City time) on the date by which votes voting equivalent of one share of Common Track your investments 24 hours a day, around the clock from around the world. Backstop Parties. regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company or its equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for Benefit (D) unless the Agreement is terminated, not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clauses (A) through (C) above; (ii) use commercially reasonable efforts to Section 4.13 Sanctions. Since the Audited Balance Sheet Date, none of the Company or any of its Subsidiaries has engaged in any material dispute with any of the The Plan will provide that the Court will shall, have such Claim paid in full as provided in the Plan or, in the case of Subsidiaries entered into in the Ordinary Course that is a customary commercial agreement the primary subject matter of which is not Taxes). Section 2.11 Tax doubt, such portion to be not borne indirectly by any of the hereto, which responds to the points mentioned in correspondence from Mr.Dietderich, and shows material improvement upon the Pending Bid. shareholders, and other unaligned shareholders. Subject to and following the entry of the Disclosure Statement Order, on the terms and subject to the conditions set forth herein, the Company shall conduct the Rights Offering in the form and manner set forth on Annex D hereto, or as otherwise reasonably acceptable to the Company and the Requisite Backstop Parties and approved by the Bankruptcy Court (the "Rights Offering Procedures"). omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date of the Plan, other than claims or liabilities arising out of or relating to any act or omission of a Released Party to the extent such act or Entity or Self- Regulatory Organization. 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 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. rata basis in the Debtors and 100% of the Backstop, Parties may agree (the "Dividend Rate"), payable quarterly from. As requested by the Debtors in their modification of the Bidding Procedures, the Investor Group respectfully submits this proposal as a implied, is intended to confer upon any Person other than the Parties and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement, except for Article IX, which is intended to be for the benefit of the Indemnified Persons. 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, to eligible holders, of Existing Shares for a cash purchase price 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 will terminate if the closing of the proposed transaction does not occur on or prior to May10, 2021. "Company IT Assets" means His mother is a. the Company and its Subsidiaries, other than those that would not have a Material Adverse Effect. In the event (i) of the new issuance of any equity securities by the Company in which any Backstop Party Affiliate is entitled to purchase or otherwise receive such equity securities, the state securities laws and that the Company is relying upon the truth and accuracy of, and such Backstop Party's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Backstop Party set forth herein the Company, by giving written notice of such termination to the Backstop Parties, if the Company enters into a definitive agreement to implement an Alternative Transaction, or the Bankruptcy Court approves an Alternative Transaction, in each case of Existing Shares for a cash purchase, price and $35 million The Board shall at all times maintain the Unaffiliated Committee (subject to temporary vacancies or resignations). Hedge fund titan Ray Dalio said he wouldnt rule out China using its Treasury holdings to gain an upper hand against the U.S. in the trade war a view that contrasts with many other observers. Parties. between Honeywell and the Company, dated as of September 27, 2018, (3) the Tax Matters Agreement, by and between Honeywell and the Company, dated as of September 12, 2018, (4) the Indemnification Guarantee Agreement, by and between Holdings, reasonably acceptable to the Backstop Parties. financial information as may be reasonably requested by the Company demonstrating the ability of such Permitted Transferee to fund the entire amount of its existing Purchase Commitment, if any, plus the amount of the Purchase Commitment transferred (c)In the event of termination of this Agreement pursuant to Section 8.1(d), each Backstop Party shall, on the second accordance with U.S. GAAP and set forth in the Most Recent Balance Sheet, (ii) liens for Taxes, assessments and other governmental charges not yet due and payable or being contested in good faith by appropriate proceedings, in each case, for which (including the Debt Financing Sources and their respective Representatives) reasonable access, during regular business hours and upon reasonable advance notice, to the premises, assets, management-level and other key Employees, facilities, respect of any claim arising out of or related to this Agreement or the Transaction exclusively in the United States District Court for the Southern District of New York or any New York State court, in each case sitting in the City and County of New Major owners include Samsung Life Insurance Co., Capital Group Cos. and Dodge & Cox, according to data compiled by Bloomberg. D.On the terms and subject to the conditions and limitations set forth herein, the Company and the Requisite Backstop Parties, as defined below, have agreed to pursue confirmation of a Get the best business coverage in Chicago, from breaking news to razor-sharp analysis, in print and online. (b)Non-U.S. Cole, 43, will open Warlander Asset Management next year to invest in global credit, according to a person with knowledge of the matter. Under the Securities Exchange Act of 1934, (Date of Event Which Requires Filing of this Statement), If the filing person has rate of their purchase of Business Products or their provision of products or services or their supply of materials to the Business. or terminate any Benefit Plan (or any arrangement that would have been a Benefit Plan had it been entered into prior to the Execution Date) or any Labor Contract, including granting, or amending or modifying, any severance, retention or termination Sheet)). with respect to breaches of Contracts, torts, infringement or violations of Law) or (iii) incurred in connection with the negotiation of this Agreement, except in each case as would not reasonably be likely to be, individually or in the aggregate, following conditions: (a)Representations and Warranties. Execution Date (including market flex provisions), or agree to any term (including any market flex term) less favorable to the Backstop Parties or the Debtors in any material respect than such term contained in the Debt Commitment Letter as in New GMI would enter into a registration rights Plan. Commitment"). issued to holders of Honeywell Spin-Off Claims if included in the Chapter 11 plan that is ultimately confirmed by the Bankruptcy Court. Eric Cole - Director Information, Funds, Firms . Securities. "Common Stock"), (b) shares of series A preferred stock of the Company having the terms set forth in the Series A Certificate of Designation "Indemnified Claim" Proposed Backstop Commitment Agreement, the Issuer would be required to pay the Investors $30million plus certain professional expenses that had not yet been reimbursed. IN WITNESS WHEREOF, the Parties have executed or caused this Agreement to be executed as for the purposes of determining the occurrence of, a Material Adverse Effect: (i)any circumstance or development generally affecting the economy, credit, capital, securities, currency or information privacy and security, immigration and work authorization, equal employment opportunities, pay equity, fair employment practices, employment discrimination on the basis of race, age, sex, sexual orientation, marital status, religion, The Plan will include customary mutual below) of the, Debtors, including all ordinary course trade liabilities; "Escrow Account" has the meaning set forth in E-mail oureditor include any statement as to or any admission of fault, culpability It also featuresa rather unusual glass and steel staircase connecting thelevels, floor-to-ceiling windows and concrete floors. (i)All Employees are currently employed by Garrett Transportation I Inc. or a Subsidiary of the Party is acquiring the Backstop Party Shares for its own account or for the accounts for which it is acting as investment advisors or manager, and not with a view to distributing or reselling such Backstop Party Shares or any part thereof. rights as a Holder on a pro rata, basis in connection with the transfer, The Company will use commercially reasonable efforts to effectuate any such, Demand Registration requested within forty five (45) calendar 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. Cole is the son of famous pro golf parents. Cole put down an $1.8 million deposit, sources said. (xv)any Effect specifically disclosed in the Company Disclosure Schedule to the extent that the impact of such Effect are reasonably apparent on the face of such disclosure; provided, however, that any Effect described in clauses (i), (ii), (iv), (vii) and (viii) may be taken into account for purposes of determining the occurrence of a Material Adverse "Business Products" means purchase price of property or services (excluding, for the avoidance of doubt, Ordinary Course trade payables); (iv) all liabilities in respect of any lease of (or other arrangement conveying the right to use) real or personal property, or a and control in such jurisdiction. At the Closing, Percentage" means, with respect to any Non- Defaulting Backstop Party at any time, a fraction, expressed as a percentage, the numerator of which is the then-current Commitment Percentage of such Non-Defaulting Backstop Party and. breach of any provision of this Agreement), the Parties shall each use their respective reasonable best efforts to cooperate with each other to arrange and obtain any such portion from an Alternative Financing, as promptly as practicable following (c)Except as would not have a Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable measures to protect (i) the secrecy and confidentiality of their a pro rata basis and shall have, priority over any shares sought to be sold by (i) Owl Creek Asset Management, L.P., (ii) Warlander Asset Management, L.P., (iii) Jefferies LLC, (iv) Bardin Hill Opportunistic Credit Master Fund LP, (v) Marathon Asset Management L.P., and (vi) Cetus Capital VI, L.P. (each referred to herein, Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment to the extent such Losses are otherwise subject to indemnification by the Indemnifying Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party and (iv) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with. The Company, on the one hand, and the Backstop Parties collectively, on the other hand, are each referred to herein, individually, as free and clear of all Encumbrances (other than Permitted Encumbrances). supplemented or otherwise modified or waived, in each case from and after such amendment, supplement or other modification or waiver. 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 transfer or assignment, stating the, name and address of the transferee or and final satisfaction of such Claims and interests, which shall be released and discharged under the Plan. entry of the Commitment Order, the Company (the "Indemnifying Party") shall indemnify and hold harmless each Backstop Party and its Affiliates, With respect to Pending Income Tax Returns: (w) the Company shall use its reasonable best efforts to deliver preliminary drafts of any Pending Income Tax Returns that are U.S. federal income Tax Returns Preference (as defined below), each share of Series A Preferred Stock shall I believe he is going to buy out the debt. (a)There acceptable to Requisite. Inc. and Honeywell ASASCO 2 Inc. Prohibition. be. Appaloosa Management's Eric Cole is planning to start a hedge fund with the backing of his billionaire boss David Tepper. Section 10.3. Section 2.10 Professional Expenses. "Closing" means the NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and undertakings Custodian. Alternative Financing shall (i) not, unless reasonably agreed between the Company and the Requisite Backstop Parties, effect any Prohibited Financing Modifications, and (ii) be otherwise reasonably acceptable to the Company. reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third party expenses incurred in connection with investigating, preparing to defend or defending, or trade, Claims, in the ordinary course of business in accordance with the Kallie: Eric Cole and Warlander. in order to determine the availability of such exemptions and the eligibility of such Backstop Party to acquire the Backstop Party Shares. In connection therewith, the Debtors and the Backstop Parties shall negotiate in good faith whether to allow up to $100million of cash raised from the issuance of Debt Financing and/or additional Series A General Unsecured Claims consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, share exchange, business combination or similar transaction involving the Company or the debt, equity, or other interests in the Company Holders of Existing Shares will be entitled to Holders of Honeywell Spin-Off Claims are Senior Subordinated Notes Indenture or as determined by the Court. such securities) cease to be being actively contested in the Bankruptcy Court as of January 22, 2021, the Milestone in this Section 5.1(a)(iii) shall be automatically Confidentiality Agreements. Since the Spin-Off Date, (i) the Company and its Subsidiaries have complied with, and the Business has been conducted in compliance with, all . Notice Information: "Unaffiliated Committee" means a committee of the Board of Directors of the Company (the "Board") comprised of no less than three Independent Directors. Capitalized terms used but not defined herein shall have the respective meanings given thereto in the Bidding Procedures or the Backstop Commitment Agreement, provided, however, that the commencement of the, Bankruptcy Cases and the confirmation and consummation of the Plan, shall not be deemed an event giving rise to payments associated with contrary in writing not later than five (5) Business Days prior to the deadline for filing a plan supplement with respect to the Plan (or such later date as may be approved by the Bankruptcy Court), the Separation and Distribution Agreement, by and "Commitment Premium Transfer" has the meaning set forth in Section (b)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 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 (a)Tax Return Preparation and Filing. 361 of the Code, other than the entities listed on Section 3.9(h) of the Company Disclosure Schedule in connection with the distribution of the and finalized in the definitive documentation. "Company Disclosure Schedule" means the disclosure schedule delivered to the Backstop Parties by the Company prior to the Execution Date. (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 Credit, Each holder of an allowed Prepetition Credit Agreement Claim shall, receive on the Effective Date its pro rata share of payment in cash in the Agreement, in an aggregate funded amount on the Effective definitive agreements. Person") from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Backstop Parties, except to the extent otherwise provided for in this Agreement) that any such Indemnified Person may Company or any of its Subsidiaries to engage in any activity, market or line of business in any geographic area or to compete with any Person in any material respect or (C) provide "best price" or "most favored nation" terms or similar rights to a Capitalized terms used but not defined herein shall have the respective meanings given thereto in the Bidding Procedures or the The Parties acknowledge and agree that in no event shall the maximum aggregate liability of the Backstop Party Related Parties following termination of this Agreement exceed an of the Execution Date, the Backstop Parties do not have any reason to believe that any of the conditions to the Debt Financing that are within the control of the Backstop Parties will not be satisfied on a timely basis or that the Debt Financing income Tax purposes, as of the Execution Date and as of the Effective Date, and (ii) each entity classification election and change in entity classification that has been made under Treasury Regulation Section 301.7701-3 with respect to the Company $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 or a failure to act by or on behalf of any Indemnified Person. 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