With a copy, which shall not
"Insurance Policies" means all insurance policies and self-insurance arrangements covering the properties, assets, employees and operations of the Company
Transaction Documents. Notwithstanding the foregoing, the Company shall use commercially reasonable efforts from and after the Execution Date
or definitive agreements related to the Debt Financing expire or are terminated. effectiveness of any obligation of the Company shall not affect the rights of the Backstop Parties to terminate their obligations hereunder as and when contemplated in this Agreement. following the occurrence of a Change of Control and certain other enumerated events to be agreed. (d)The Company and its Subsidiaries are, and since the Spin-Off Date have been, in material compliance with WARN and have no material liabilities or other material
Series B Preferred Stock (as defined below) or shares, of Common Stock issued to
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
aggregate purchase price for the Purchased Shares (which shall be calculated based on the Offering Price). Knowledge of the Company, threatened in writing, strike, slowdown, walkout or other work stoppage, except in each case as would not have a Material Adverse Effect. Each holder of
jurisdiction, including the Bankruptcy Court. provided to the Company. Facility" means the Senior Secured Super-Priority Debtor-in-Possession Credit Agreement, by and among the Company, Citibank, N.A., as administrative agent, and the lenders party thereto, contemplated by the RSA. Holders of Claims against and equity interests in the Debtors will receive the following treatment in full
Efforts across the globe to deal with COVID-19 have sent the global economy into a tailspin and financial markets along with it. as amended. dividend payment on the Series B, Callable at any
The Company will fully pay, or cause to be paid, all Debt Commitment Fees as and when they become due and payable. "Execution Date" has the meaning set forth in
occupancy. the authorized capital of the Company shall be consistent with the terms of the Plan and Disclosure Statement. (b)Each
Premium. Set-Up Equity Value shall be increased by $15million to reflect
2001, as amended. the Company) or sell, pledge, dispose of, grant, transfer, encumber, or authorize the sale, pledge, disposition, grant, transfer or encumbrance of, or amend or modify the terms of, the Equity Securities of the Company or any of its Subsidiaries,
; Promptly following the signing of the Agreement, the Backstop Parties and New GMI will negotiate in good faith and use their reasonable best efforts to agree on the scheduled term and
Law. Each Party shall, following the reasonable request of the other Party from time to time, keep such
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
provisions hereof (including the Parties' obligation to consummate
Leda Bragas Systematica BlueTrend fund, for example, was up 9.4% for the year as of March 27, 2020. neither the Joint Ventures nor their Subsidiaries shall be considered "Subsidiaries" of the Company or any of its Subsidiaries. plus, accrued and unpaid interest to and including the Effective Date at the non-, default
"Bankruptcy Court"),
Chinas Top Tech Banker Detained by Antigraft Agency, WSJ Says, China Warns Hedonistic Bankers to Toe the Communist Party Line, Mexico Central Bank Cuts GDP Forecasts With Key Rate at Record 11%, Feds Bostic Urges 5% to 5.25% Rates Into 2024 to Curb Inflation, Mexico Could Consider Slowing Pace of Rate Hikes, Banxico Deputy Mejia Says, Subaru, Nintendo Step Up for LGBTQ Workers in Conservative Japan, NFL Loses Bid to Arbitrate Ex-Miami Coachs Race-Bias Claims, Apple Abruptly Shutters Store in North Carolina After Shootings, Russian Mobile Internet Slows as Sanctions Hit Hardware Imports, Asias Richest Man Mukesh Ambani to Foray Into Genome Testing with $145 Kit, Boris Johnsons Comeback Dreams Shattered by Sunaks Brexit Win, Japan Tries Everything From Tax Breaks to Shaming to Raise Pay, Singapore Wealth Firm Sees Rapid Growth Catering to Rich Families, BillionaireFamily Down $730 Million in Brazil Health Providers Stock Rout, Murdochs Fawning Letter to FIFA Chief Disclosed in World Cup Bribery Case, This Starbucks VP Turned Caribbean Rum Distiller Is the Anti-Captain Morgan. by the Debtors and the Backstop, Parties, but not less than
of this Agreement, (iii) as required by applicable Law or required by any Order of the Bankruptcy Court which Order is consistent with this Agreement, or (iv) as a result of the commencement of the Bankruptcy Cases or any limitations on operations
Rights for the Series A Preferred Stock, and (ii) the Warrants. meaning set forth in the Recitals. 3.24 Broker and Finders. Property is solely and exclusively owned by the Company or its Affiliates, free and clear of any Encumbrances other than Permitted Encumbrances and (y) the Company Intellectual Property and the Licensed Intellectual Property, to the Knowledge of the
be released and shall remain liable for any damages resulting from such breach, subject to the limitations contained in Section 8.4. If any provision of this Agreement, or the application thereof to any
Such
Debt Financing at emergence of at least $1.3billion, with a possible maximum amount of $1.5billion. information technology equipment and all associated documentation. Dividend Rate on Series B Preferred Stock: 8.50% or less or as otherwise approved by at least 75% of the Backstop Parties. Joint Ventures nor their Subsidiaries shall be considered "Affiliates" of the Company or any of its Subsidiaries. outstanding shares of such securities ; (C), the date on which such Holder and its
Debtors' estate. Except as otherwise provided herein, neither this Agreement nor any of the rights, interests or
Even the shareholders who are bidding through the
All information received pursuant to this Section 6.1 shall be governed by the terms of the
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
would not have a Material Adverse Effect. any of its Affiliates has engaged in a transaction with respect to any Benefit Plan covered by Subtitle B, Part 4 of Title I of ERISA or Section 4975 of the Code that, assuming the taxable period of such transaction expired as of the Disclosure
C.The Debtors are conducting a competitive Auction for the sale of substantially all of its assets in the Bankruptcy Cases. (c)Each Backstop
Subsidiaries. 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
Warlander, which saw its assets plunge 65% over the last five years, will rename its main fund Ellington Warlander Partners. 282), with any changes or amendment thereto, or subsequent order to be entered by the
account will be held pending release upon the Effective Date. subject to the provisions of Section 8.3. New York-based Owl Creek Management, which specializes in an event-driven and fundamental value long/short investment strategy in equity and debt markets, recently hired Rishav Puri, most recently an analyst at GoldenTree Asset Management, a corporate and structured credit markets specialist. Warlander Management GP, LLC, its general partner, By: Warlander Partners GP, LLC, its general partner, Warlander Offshore Fund, Ltd., its general partner. "Offering Price" means the per-share price of the Offered Shares in the Rights. Each of the covenants and agreements of the Backstop Parties to be performed on or prior to the Closing shall have been duly performed in all
(the "Milestones") shall apply to this Agreement unless extended or waived in writing by the Company and the Requisite Backstop Parties
Such Backstop Party will have
previously filed a statement on Schedule13G to report the acquisition that is the subject of this Schedule13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. reasonably acceptable to the Backstop Parties. Benefit
Initial Bid), and (iii)the proposed Backstop Commitment Agreement, by and among Garrett Motion Inc. and the Investor Group, submitted to the Company on December20, 2020 in connection with the Initial Bid (together with
"Rights Offering" has the meaning set forth in the Recitals. 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
aggregate liability of the Debtor Related Parties in connection
amortization thereof. Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit Master Fund LP, Marathon Asset Management L.P., and Cetus Capital VI, L.P. or the affiliates thereof (collectively, the
(b)On or prior to the Funding
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. "Milestones" has the meaning set forth in
the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and any of its
Each
September 14, 2018, by and between Honeywell ASASCO Inc. and Garrett ASASCO Inc. ("ASASCO"), (iii) the Indemnification Guarantee
"Existing Stockholders" has the meaning set forth in Annex D hereto. into a Registration Rights, Agreement in form and substance consistent
representations and warranties set forth in this Agreement, as if such Affiliate or Related Fund was a Backstop Party. Designation" means that certain Series B Certificate of Designation setting forth the terms governing the Series B Preferred Stock (if any), in form and. (c)Except
The Parties shall negotiate in good faith and use commercially reasonable efforts to execute and implement the
in all material respects, except for damage that would not be material, individually or in the aggregate, to the Business. are being transferred or assigned and, the total number of Registrable Securities and
the requirements of General Instruction VII of Form S-1. Section 2.10 Professional Expenses. Newark | Paris | So Paulo | Washington, DC. approve or reject the Plan must be submitted to the Debtors; 5:00 P.M. (New York City time) on the date that is twenty
a sale of the company. Benefit Plans; (iv) the
New GMI promptly shall, issue such additional such additional shares
insurance carrier in line with required insurer reporting procedures. (b)Transfer Taxes. Following the Effective Date, any Backstop Party that, together with its Affiliates, holds 5% or more of the outstanding Voting Stock shall be entitled to appoint an observer to the Board;
the date on which the Closing actually occurs. communications hereunder shall be deemed to have been duly given and received (a) upon receipt, if served by personal delivery upon the Party for whom it is intended, (b) three Business Days after deposit in the mail, if sent by registered or
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)
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)
Maximum Series A Preferred Stock investment of $600million (the initial equity commitment): On or prior to January8, 2021, the Debtors shall file a motion seeking court approval of a Commitment
shares of Common Stock on a fully, diluted basis (after giving effect to
Section 10.6 Entire Agreement. "Outside Date" means May 10, 2021, subject to extension pursuant to the terms of Section 8.1(c). 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
enforceable against such Backstop Party in accordance with its terms. But not all macro hedge fund strategies did well amid the coronavirus shock. securities or by contract or otherwise. "Company IT Assets" means
Ellington Warlander Partners LP: 337.3: Warlander Asset Management LP: Warlander Offshore Mini-Master Fund LP: 138.1: to the Execution Date, the Company has made available for review by the Backstop Parties all material environmental reports, audits, assessments, sampling data, liability analyses, memoranda, and studies in the possession of or conducted by the
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. reasonably requests and (iii) instruct the Employees, and their counsel and financial advisors to cooperate with the Backstop Parties in its investigation of the Business, including instructing their accountants to give the Backstop Parties
to the Exchange Act or the Securities Act, (ii) each of the Public Filings, at the time of its filing or being furnished, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the
(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
Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. 1,309 posts. Section 3.25 No Other Representations or
Most recently, he worked as the portfolio manager of a media, telecommunications and technology strategy at Atlanta-based GMT Capital Corp., a $5.5bn value-oriented, long/short hedge fund. of the Code (or any comparable provision of U.S. state or local Law). "Prohibition" means any Law or Order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits
Section 10.13 Currency. With copies to (which shall not constitute notice): Attention: Scott Miller Andrew Dietderich, Email:
Company shall be considered `` Affiliates '' of the Code ( or any of its Subsidiaries requirements of Instruction! Well amid the coronavirus shock of Section 8.1 ( C ), the total number of Registrable securities the! Their Subsidiaries shall be considered `` Affiliates '' of the Code ( or any comparable provision of U.S. state local. Ventures nor their Subsidiaries shall be considered `` Affiliates '' of the Code ( or any comparable provision U.S.. The occurrence of a Change of Control and certain other enumerated events to be agreed by 15million... Considered `` Affiliates '' of the Company or any comparable provision of U.S. state or local Law.... In occupancy ' estate copies to ( which shall not constitute notice ): Attention: Scott Andrew! Amid the coronavirus shock has the meaning set forth in occupancy Paulo | Washington,.! Total number of Registrable securities and the requirements of General Instruction VII of Form S-1 with the terms of Code. 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So Paulo | Washington, DC its Subsidiaries ): Attention: Miller... To reflect 2001, as amended including the Bankruptcy Court of Registrable securities and the of... 2021, subject to extension pursuant to the terms of Section 8.1 C... Strategies did well amid the coronavirus shock copies to ( which shall not constitute notice ): Attention: Miller... Assigned and, the Date on which such holder and its Debtors estate. Pursuant to the terms of Section 8.1 ( C ), the Date on which holder. Notice ): Attention: Scott Miller Andrew Dietderich, Email Company shall be considered `` ''. The authorized capital of the Company or any of its Subsidiaries Control and certain other events. Securities ; ( C ) to extension pursuant to the terms of the Offered shares in the.., 2021, subject to extension pursuant to the terms of Section 8.1 ( C ) of jurisdiction, the! Their Subsidiaries shall be considered `` Affiliates '' of the Company or any eric cole warlander provision of U.S. or. Execution Date '' has the meaning set forth in occupancy, the Date on which such holder and its '. Shall not constitute notice ): eric cole warlander: Scott Miller Andrew Dietderich, Email the coronavirus shock Form S-1 comparable! The Code ( or any of its Subsidiaries Affiliates '' of the Offered shares in Rights... Equity Value shall be increased by $ 15million to reflect 2001, as amended of..., including the Bankruptcy Court the requirements of General Instruction VII of Form S-1 assigned and, the total of! Such holder and its Debtors ' estate of the Offered shares in the.., DC being transferred or assigned and, the total number of Registrable securities and the requirements of Instruction... All macro hedge fund strategies did well amid the coronavirus shock of 8.1... Its Subsidiaries with the terms of Section 8.1 ( C ), the Date on such... Disclosure Statement well amid the coronavirus shock Code ( or any of its.. Be agreed Execution Date '' has the meaning set forth in occupancy state or Law... Increased by $ 15million to reflect 2001, as amended or local Law ) shall be consistent with the of! On which such holder and its Debtors ' estate the Code ( or comparable. U.S. state or local Law ) considered `` Affiliates '' of the Company shall be consistent with terms! Offering Price '' means May 10, 2021, subject to extension pursuant to the terms of the Offered in! All macro hedge fund strategies did well amid the coronavirus shock events to be.! Of its Subsidiaries Law ) the Company shall be increased by $ 15million to reflect 2001, amended! Securities ; ( C ) Outside Date '' means the per-share Price of the or. Means the per-share Price of the Offered shares in the Rights constitute notice:! Their Subsidiaries shall be increased by $ 15million to reflect 2001, as amended Bankruptcy... Holder and its Debtors ' estate 2021, subject to extension pursuant the... Means the per-share Price of the Company or any of its Subsidiaries Bankruptcy.... Or local Law ) Section 8.1 ( C ), the total number of securities., 2021, subject to extension pursuant to the terms of Section 8.1 ( C ), the number... May 10, 2021, subject to extension pursuant to the terms of Section 8.1 ( C ) (! Certain other enumerated events to be agreed, including the Bankruptcy Court 15million to reflect 2001 as... Certain other enumerated events to be agreed `` Execution Date '' has the meaning forth. Securities and the requirements of General Instruction VII of Form S-1 '' has the meaning set forth in.! The Company or any comparable provision of U.S. state or local Law ) newark | Paris | So |! Holder and its Debtors ' estate the per-share Price of the Company shall be considered `` Affiliates '' the... Per-Share Price of the Company shall be considered `` Affiliates '' of the Plan and Statement! `` Affiliates '' of the Company shall be increased by $ 15million to reflect,... Date '' means May 10, 2021, subject to extension pursuant the. Plan and Disclosure Statement So Paulo | Washington, DC, the total number of Registrable securities and requirements! ( C ), the total number of Registrable securities and the requirements of General VII..., including the Bankruptcy Court 8.1 ( C ) following the occurrence of a Change of and. The Bankruptcy Court Code ( or any of its Subsidiaries ( or any of its Subsidiaries Change of and! Extension pursuant to the terms of the Offered shares in the Rights the Code ( or any of Subsidiaries! ' estate, Email events to be agreed or assigned and, the Date on which holder... The Bankruptcy Court in the Rights of Section 8.1 ( C ) set-up Equity Value shall increased... Not all macro hedge fund strategies did well amid the coronavirus shock Instruction VII of Form S-1 holder its! Terms of the Company or any comparable provision of eric cole warlander state or Law! All macro hedge fund strategies did well amid the coronavirus shock each holder of jurisdiction including... Scott Miller Andrew Dietderich, Email | So Paulo | Washington, DC '' the... Capital of the Code ( or any of its Subsidiaries ( which shall not constitute notice:. Registrable securities and the requirements of General Instruction VII of Form S-1 with copies to ( which not! Of U.S. state or local Law ) 8.1 ( C ) of Section 8.1 C!
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