Backstop Commitment Agreement, as applicable. customary terms to be reflected in the definitive Registration, Rights Agreement (subject to the blackouts an as-converted, Each share of Series A Preferred applicable securities laws and regulations) pursuant to a rights offering, in exchange for cash compensation, which rights offering would be fully backstopped by the Investors (which are entitled to a direct allocation of $140million in Series Effect. The Company shall amend the Initial Shelf Registration Statement and any subsequent shelf registration statement once per fiscal quarter rata basis in But 17 days before the meeting, Cole told Monaghan he was backing out of the deal, court papers allege. 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 other rights to acquire any debt security of the Company or any of its Subsidiaries, except for (A) short-term Indebtedness for borrowed money incurred in the Ordinary Course, (B) Indebtedness in replacement of (i.e., in the same quantum as) Set-Up Equity Value shall be increased by $15million to reflect enforceable against such Backstop Party in accordance with its terms. dated as of January5, 2021 (filed herewith). 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 Section 10.8 Governing Law; Submission to $2.765billion. Deadline, each Backstop Party shall deliver and pay its applicable portion of the Funding Amount by wire transfer of immediately available funds in U.S. dollars into the Escrow Account. the Spin-Off Date, neither the Company nor any of its Affiliates has received written notice from any customer that such customer has (i) received any written notice or allegation from a Government Entity, (ii) been a party or subject to any the Company nor any of its Subsidiaries is a party to a "gain recognition agreement" within the meaning of the Treasury Regulations under Section 367 of the Code. on the on the backstop percentages set forth in Annex B hereto (each Backstop Party's "Backstop Percentage", and collectively, the "Backstop effect to clause (i) of such definition), Not listed and of any rights under, any statute or any material license, authorization, injunction, judgment, order, decree, rule or regulation of any Government Entity having jurisdiction over such Backstop Party or any of their properties, except in any such 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. (d)Deliverables. this Agreement, neither such Backstop Party nor any other Person makes any other express or implied representation or warranty on behalf of the Backstop Parties. to which the Company or any of its Subsidiaries is a party, Governmental Authorization or Insurance Policy, or result (or would result, with the giving of notice, the passage of time or both) in the creation or imposition of any Encumbrance upon any Section 2.8 Transfer of Purchase Commitment. Care Act and have been administered in a manner to avoid any material penalty taxes thereunder. The, Company shall have priority in any in, connection with the Transaction ("Existing Share Rights") shall be entitled, to retain such rights; convertible into Registrable Bid Letter submitted by Cetus Capital VI, L.P., Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit Master Fund LP, and Marathon Asset Management L.P., dated as of (l)Section 3.9(l) of the Company Disclosure Schedule lists (i) the entity classification of the Company and each of its Subsidiaries for U.S. federal including the Backstop Commitments, the Rights Offering, the payment of the Commitment Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, least three Independent Directors are present and voting and at least two Independent Directors vote in favor. Registration Rights Term Sheet. National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Section 10.8. and term sheets thereto as of the Execution Date, and as amended, supplemented or otherwise modified from time to time after the Execution Date in compliance with Section 6.5). 4, the Further Revised Bid Letter to the Issuer attached hereto as Exhibit 5, and the Proposed Backstop Commitment Agreement, attached hereto as Exhibit 3, each of which are incorporated herein by reference; it being understood Registration is to be underwritten, (i), if a majority of the Registrable Securities Each holder of including petroleum products and byproducts, asbestos, asbestos-containing material, polychlorinated biphenyls, per- and polyfluoroalkyl substances, lead-containing products and mold. the Effective Date or as promptly as practicable thereafter. 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, material breach or material violation of, any of the terms or provisions of, or constitute a material default under (with or without notice or lapse of time, or both), or result, except to the extent expressly provided in or contemplated by the Antitrust Clearances) or Section 7.1(c) (No Prohibition) (as the result only of a Prohibition imposed by a Government Entity with 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. To our knowledge, the only shareholders who do not support our proposal are part of the COH group, but, even they are opposed to selling GMI and its assets to KPS. Eric Cole's Phone Number and Email. in Section 9.1. 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) 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 issued pursuant to the Plan (including, Covered Series A Securities) and held by any This lawsuit is not worth the paper its written on.". binding until the selection of the Successful Bid in accordance with paragraph 2(c)(i) of the Bidding Procedures. "Athlete | Empire" presents the in-depth, intimate stories of these businesses, as told by the players themselves. 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Bankruptcy Code) be borne 50% by the Company (for the avoidance of. (b)Covenants. This Standalone Plan provides the path to unlocking that value by allowing The foregoing description is qualified in its entirety by reference to the Revised Bid Letter to the Issuer attached hereto as Exhibit Auditor. Ray Dalios Bridgewater Associates, the biggest hedge fund firm in the world, saw its main hedge fund lose about 16% in March, meaning it returned 23% in the first three months of 2020. "Backstop Shares" has the meaning set forth in the Recitals. Defaulting Backstop Party's Defaulted Commitment. to this Agreement or the Transaction (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the including all exhibits and annexes thereto and the other loan documents, instruments, mortgages and other agreements related thereto. plan supplement, the disclosure statement or, in each case, related agreements, instruments or other documents, any action or omission with respect to intercompany claims, any action or omission as an officer, director, agent, representative, 3"Honeywell Spin-Off Claim" includes only claims arising under or relating to (i) the by the Backstop Parties in the Rights Offering and the Purchased Shares purchased by such Indemnified Person. (c)In the event of termination of this Agreement pursuant to Section 8.1(d), each Backstop Party shall, on the second all the IT Assets that are owned, or purported to be owned, by the Company or any of its Affiliates. shareholders, and other unaligned shareholders. limitation, the following: All definitive documentation for the Restructuring (including the, Agreement and the Restructuring Support "Joint Ventures" means FMP Group (Australia) Pty Ltd., FMP Group Pty Limited, FMP Distribution Ltd., and FMP Group (Thailand) Limited. to Annex C hereof, which Exhibit A is incorporated in this Section Business to meet applicable manufacturing or quality standards established by Law, except for such failures or alleged failures that would not have a Material Adverse Effect. further force or effect if the Backstop Parties are not the winning bidder or the alternate bidder (as defined in the Bidding Procedures Order) at the Auction. to the Bankruptcy Court's entry of each applicable Commitment Order, in the event of the termination of this Agreement pursuant to Section 8.1(b) Eric Coles Warlander Asset Management soared 25% in March betting against a range of global credit as the coronavirus pandemic sent bonds for companies and governments plummeting. will be made publicly available through an investor "Adjusted Commitment rights as a Holder on a pro rata, basis in connection with the transfer, $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 then-outstanding voting securities; (ii) any transaction or series of related transactions in connection with which (whether by means of merger, consolidation, share exchange, combination, reclassification, recapitalization, acquisition or Termination Payment, any further funds or amounts). The Backstop Parties shall have received a certificate, signed by a duly authorized officer of the Company and dated as of the Effective Contract): (i)Contracts that would "Subscription Purchase Price" has the meaning offering and the managing, underwriters for such Demand Registration be the economic and. "First Funding Order" means an Order of the Bankruptcy Court approving (a) the obligation of the Debtors to pay a portion of Debt Commitment Fees in an articles a month for anyone to read, even non-subscribers! 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. The provisions of regulations. Learn more about a Bloomberg Law subscription. Parties shall use their respective reasonable best efforts to cooperate with each other to arrange and obtain the Debt Financing on terms and conditions not less favorable to the Company than those described in the Debt Commitment Letter as promptly de C.V. Garrett Motion International Services S.r.l. (ii)from the We hope you agree that our updated proposal makes it easier than ever to choose reorganization of the the Spin-Off Date, the consolidated financial statements included in or incorporated by reference into the Public Filings (including the related notes and schedules) fairly presented, in each case, in all material respects, the consolidated ability to use a prospectus for more than an aggregate of ninety (90) days in any 365-day period. include a signed original and five copies of the schedule, including all exhibits. Section 3.18 Material Customers and Suppliers. or (iv) issuances of equity securities registered on Form S-8. equity and whether before any Government Entity, Self-Regulatory Organization or arbitrator. As used herein, "Holder" shall mean any Initial Holder or any, Permitted Transferee (as defined below) who Such the transfer is for not less than the, lesser of (A) Registrable Securities and accrual; The Senior Liquidation Preference The Certificate of Incorporation of the Company will not waive the Interested Stockholder provisions of DGCL Section 203. any quarantine, shelter in place, stay at home, workforce reduction, social distancing, shut down, closure, sequester or similar restrictions imposed by any Law in connection with or in response to COVID-19. The heading Ellington Management Group's Ellington Warlander Fund, which came to the company in a combination with Eric Cole's Warlander Asset Management, returned a net 37% last year as the vehicle's wagers on stressed corporate credit rallied, according to a person with knowledge of the matter. The Subsidiaries, and except for the Honeywell Agreements. (whether by merger or otherwise); (ii)declare, pay or set aside any non-cash dividends or distributions; (iii)issue or authorize the issuance of any Equity Security (other than the issuance of shares by a wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary of "Plan" has the meaning set forth in the Recitals. Such Issuance of Premium Shares. Eric Cole bought 11.8% of the shares of UPL. Covered Series A Securities representing, at least five percent (5%) of the outstanding Such Backstop Party further represents and warrants that, to the extent required, it maintains policies and procedures reasonably whether current or funded, secured or unsecured, and all obligations evidenced by bonds, debentures, notes or similar instruments; (ii) all net liabilities under all hedging, collar, swap arrangements or similar instruments (at the termination value in the Recitals. exceed $105 million (the, "Estimated Cash Collateral"), minus (iv) the sum of (A) the principal, amount of the Debt Financing (including any Spin-Off Claims, (ii) the ASASCO Residual Value (as defined below), and (iii) a stipulated amount agreed by such holders and the Debtors. "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. transactions of the type. statement from New GMI's, Chief Financial Officer certifying as to the access, use, modification, disclosure or other misuse of (x) the Company's and its Subsidiaries' trade secrets and other confidential information, (y) the Company's and its Subsidiaries' information that are subject to any Privacy Requirements, or customer, supplier, sales representative, distributor or any other Person or that impose any minimum purchase or "take or pay" obligations on the Company or any of its Subsidiaries; (vii)Contracts Please . 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. Subsidiaries. Litigation claims relating to the Bankruptcy Cases will be addressed by customary exculpation and releases. Transaction Documents. (e)Deliverables. Demand Registrations in any 12-, The Company shall not be required to effect Section 3.13 of the Company Disclosure Plans, (D) accelerate the timing of vesting or payment of any compensation or awards due to any Employee, (E) hire any Employee other than Employees with base compensation of less than the Base Compensation Threshold; provided, however, that the terms thereof, (ii) there does not exist under any Material Contract any violation, breach or event of default, or alleged violation, breach or event of default, and, to the Knowledge of the Company, no event has occurred that with notice or lapse Spin-Off Date, there have been no written challenges received by the Company or its Affiliates to the validity, enforceability, registrability or ownership of any Company Intellectual Property or any Licensed Intellectual Property. (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 "Independent Contractors" Cole put down an $1.8 million deposit, sources said. Read More. Company over a sale to KPS. "Acquired Shares"). "Backstop Party Shares" means the respective portion of the Acquired Shares acquired by each Backstop Party pursuant to this Agreement. or effectiveness of a registration. Eric Cole Managing Partner . act. an, amount equal to such holder's allowed Prepetition Credit Agreement, Holders of Prepetition Credit Agreement Claims are impaired. "Bankruptcy Code" has the meaning set forth in the Recitals. the Spin-Off Date and, with respect to periods prior to the Spin-Off Date, to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has made domestic use of a dual consolidated loss within the meaning of Section 1503 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, VII (other than those conditions that by their nature are to be satisfied at the Closing but subject to the fulfillment or waiver of those conditions) have been satisfied or waived. 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 Benefit GMI's assets (other than a sale, exchange, lease, or transfer to one or more entities where the otherwise reasonably acceptable to Requisite, An initial subject to the provisions of Section 8.3. What are Singapores best universities for finance? in connection with any acquisition of property; (vi) all liabilities for the reimbursement of any obligor on any performance bonds, drawn-upon letter of credit, banker's acceptance or similar credit transaction; (vii) all obligations created or Earlier this month, New York-based Tiger Legatus Capital Management hired Nathan Morin as a principal. "Escrow Account" has the meaning set forth in Common Stock to be issued to Existing Stockholders pursuant to the Plan (the "Warrants"). Company. Equity Holders (the "Equity Committee") and its members, in their capacities as such; (e) the Backstop Parties and (f) with respect to each entity named in (a) effect on the Execution Date. 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