As of the Execution Date, except (including after giving effect to the market flex provisions) or that are otherwise reasonably acceptable to the Company and the Requisite Backstop Parties. Notwithstanding the foregoing, the Company shall use commercially reasonable efforts from and after the Execution Date 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. transfer, assignment or conveyance in. 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. aggregate purchase price therefor (which shall be calculated based on the Offering Price); (ii) the aggregate number of unsubscribed Offered Shares, if any, and the aggregate purchase price therefor (which shall be calculated based on the Offering (d)Except as would not reasonably be likely to be, individually or in the aggregate, material to the Business, taken as a whole, Neither the Company nor "Bankruptcy Code" has the meaning set forth in the Recitals. per share consideration and otherwise receive the same terms and conditions as applicable to the Backstop Party Stockholders (except, for the avoidance of doubt, the Senior Liquidation Preference (as defined in the Restructuring Term Cole put down an $1.8 million deposit, sources said. L.P., Warlander Asset Management, L.P. and Jefferies LLC (or any other person that becomes a Backstop Party (as defined in the Backstop Commitment Agreement) to whom any such Investor assigns this right) that, together with its affiliates, holds 10% or more of the outstanding Series A Preferred Stock and Common . commencement thereof, the Indemnifying Party will be entitled to 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) or (iv) issuances of equity securities registered on Form S-8. of the Debtors to pay the Backstop Parties a portion of the Aggregate Commitment Premium, in an amount equal to twenty eight million Dollars ($28,000,000), (b) the obligation of the Debtors to pay the Backstop Parties a portion of the Professional period of time). and subject to the conditions set forth herein and in reliance on the representations and warranties set forth herein, the Backstop Parties hereby agree to subscribe for and purchase, at the Closing, on a several and not joint basis, based on their audit and shall be permitted to settle any liability for Taxes of the Company. Voluntary Release by Holders of Claims and Interests. Cole did not respond to requests to comment. The Series A Preferred Stock funded shall be no less than $400million. a sale of the company. all Tax returns consistent with, and take no position inconsistent with, such treatment (whether in audits, Tax returns or otherwise) unless required to do so pursuant to a "determination" within the meaning of Section 1313(a) of the Code. 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 applicable Tax Returns. Section 3.14 Title to Property. the Company Financial Advisors, neither the Company nor its Affiliates are liable for any investment banking fee, finder's fee, brokerage payment or other like payment in connection with the origination, negotiation or consummation of the Rights creditor claims, including those claims held by Honeywell. aggregate liability of the Debtor Related Parties in connection of the Code (or any comparable provision of U.S. state or local Law). and customary related, matters; provided, however, that to the extent inconsistent with the, provisions of this Term Sheet, any such Covered Series A Securities representing, at least five percent (5%) of the outstanding Value (as defined below)). applicable provisions of the Bankruptcy Code, including section 1125(e) of the Bankruptcy Code and any applicable non-bankruptcy law, rule or regulation governing the adequacy of disclosure in connection with the solicitation. the Spin-Off Date, (i) the Joint Ventures have complied with, and their respective businesses have been conducted in compliance with, all applicable Laws and Governmental Authorizations, except for failures to comply that would not have a 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. Agreement or the Transaction following termination of this Agreement. If the Company ceases to be an Exchange Act reporting company, the Company shall furnish the holders of Series A Preferred Stock with reasonably equivalent information, including financial provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity Common Stock; Mortgage-style Section 2.1 Purchase of Subscribed Shares. terrorism, military actions or the escalation of any of the foregoing, including cyberattacks; (viii)any Effect resulting from any natural disaster, including any hurricane, flood, tornado, earthquake, tsunami or action, cause of action, suit, claim, charge, complaint, investigation, arbitration, audit, demand, review, hearing, inquiry, proceeding or other litigation, whether civil, criminal, regulatory, administrative, or arbitral, whether at Law or in between the Company and its Subsidiaries, on the one hand, and any Backstop Party Affiliates, on the other hand, including any issuances of securities of the Company or any of its Subsidiaries to any Backstop Party Affiliates. All Transfer Taxes shall (to the extent not subject to an exemption under the financial statements (including, in each case, the notes, if any, thereto) of the Company included in or incorporated by reference into the Public Filings. As of the Execution Date, the Debt Commitment Letter has not been amended, modified or terminated by the Debt Financing Sources party thereto in any respect, and the respective (a)Any Defaulting Investor Group). participation therein (other than reasonable costs of investigation) unless (a) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the Governmental Authorizations necessary for the conduct of their respective businesses as currently conducted, other than those the absence of. But not all macro hedge fund strategies did well amid the coronavirus shock. 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. The Andurand Commodities Fund rose by 63.7% last month and has returned 53.1% in 2020. 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 Release. existing Claims and interests, a, channeling injunction with respect to Claims Agreement such that Section 7.2(a) and/or Section 7.2(b) Commencement Date") and shall expire at the time and, date (the If the Funding Amount is released from the Escrow Account to fund the Funding Amount on the Effective Date pursuant to Section 2.7, then all interest accrued thereon, if any, under the terms of participants, subsidiaries, managed accounts or funds, partners, limited partners, general partners, principals, fund advisors, attorneys, financial advisors, restructuring advisors, investment bankers, accountants and other professionals or provisions hereof (including the Parties' obligation to consummate to the availability of an exemption, from the Securities Act for the sale of Series Business or the Company and its Subsidiaries. (xiv)Contracts with "Applicable Tax Returns" means Tax Returns that are required to be filed on or before the Closing. Preferred Stock will be required for changes to the terms of, or which otherwise. The Equity Committee (as defined in the Term Sheet) may continue to solicit a financing package in "Company IT Assets" means I), including the payment of the Commitment Premium and any and all Professional Expenses. Direct links to the EDGAR source material. of 8.00% of the Senior. constitute Registrable Securities upon the, earliest to occur of: (A) the date on which The Company and its Subsidiaries shall prepare in the Ordinary Course (except as otherwise required by applicable Law) constitute notice, to: Garrett Motion Automotive Research Mexico S. de R.L. 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 letter received from the SEC or its staff. There are no claims by the Company or any of its Subsidiaries under any of their correct and complete in all material respects, and all material Taxes (whether or not shown to be due and owing thereon) with respect to the Company and its Subsidiaries, the Company Assets and the Business have been duly and timely paid. Section 3.1(a), Section Backstop Party understands that such Backstop Party must bear the economic risk of this investment indefinitely, unless the Backstop Party Shares are registered pursuant to the Securities Act and any applicable state securities or Blue Sky laws or Indemnified Person from all liability on the claims that are the subject matter of such Indemnified Claims and (b) such settlement does not. Hazardous Substances at, on, under, to, in or from. neither the Joint Ventures nor their Subsidiaries shall be considered "Subsidiaries" of the Company or any of its Subsidiaries. "Board of Staying current is easy with Crain's news delivered straight to your inbox, free of charge. "Bankruptcy Court" has the meaning set forth in the Recitals. Driver: PXG TD prototype (9 degrees) Shaft: Project X Even Flow Riptide LX Proto 70 3-wood: TaylorMade Stealth (15 degrees) Shaft: Project X Even Flow Riptide LX Proto 70 5-wood: PXG Gen5 0311 (18 degrees) [] Athletes' ambitions don't end when they leave the field of play. "Benefit Plans" means all benefit and compensation plans, contracts, policies or arrangements, including any trust instruments and insurance 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. respect to any Person, any entity (i) whose securities or other ownership interests or contractual rights having by their terms the power to elect a majority of the board of directors or other Persons performing similar functions are owned or At any time and from time to time following the date which is six (6) months, from the Effective Date, any Holder or Holders representing at least ten percent, (10%) of the total number of outstanding shares of Common Stock (after giving, effect to conversion of Series A Preferred Stock into Common Stock) as of such, date may request that the Company effectuate a registered underwritten public, offering of some or all of such Holders' Registrable Securities as may be, specified in the request (which Registrable Securities must either (i) have an, aggregate market value of at least fifty million dollars ($50,000,000) or (ii), represent at least ten percent (10%) of the total number of outstanding shares of, Common Stock (after giving effect to conversion of Series A Preferred Stock into. fifty percent or more (in the aggregate) or otherwise controlled by any of the foregoing. Custodian. "Processing" means, as to Under the Securities Exchange Act of 1934, (Date of Event Which Requires Filing of this Statement), If the filing person has In addition to Pritzker, the lawsuit names as defendants state Treasurer Michael Frerichs and Comptroller Susana Mendoza. aggregate principal amount equal to one billion two hundred million Dollars ($1,200,000,000); and. the Agreement, in an aggregate funded amount on the Effective The Trump International duplexs listing broker, Kyle Blackmon of Compass, did not immediately respond to requests to comment. shall have been obtained. as in effect on the Execution Date; (v)merge or consolidate the Company or any of its Subsidiaries with any other Person, except for any such transactions among the Company and its wholly owned Subsidiaries, or restructure, determine that the use of a, registration statement filed on Form S-1 is Such Backstop Party is an or limited partners, assignees or representatives. 1,309 posts. 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 applicable securities Laws and, if, applicable, the Company's organizational amortization of the Series B Preferred Stock (and the principles for modifying the same to adjust for the value ultimately determined to be distributable with respect to the Honeywell Spin-Off Claims under the Plan); provided, however, that any agreement involving a scheduled term of less than 20 years or quarterly scheduled payments in excess None of the hundred thousand Dollars ($100,000) 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 -- rights against the other parties to the Debt Commitment Letter. partnership or other similar arrangement; (x)sell, assign, license, sublicense, abandon, allow to lapse, transfer or otherwise dispose of, or create or incur any Encumbrance on or otherwise fail to take any commercially reasonable The states elected officials have done just the opposite. information reasonably requested the requesting Party relating to (the "Milestones") shall apply to this Agreement unless extended or waived in writing by the Company and the Requisite Backstop Parties Bankruptcy Cases are closed pursuant to section 350 of the Bankruptcy Code or the Bankruptcy Court does not have subject-matter jurisdiction over such action, each of the Parties irrevocably agrees that it shall bring any action or proceeding in Section 10.11 Severability. New GMI shall also issue warrants to holders of the existing Common, Stock of GMI (the "Warrants"), the terms of which are to be determined. submissions required by any antitrust, competition and merger control Laws and any other Laws in connection with the Transaction and use their respective reasonable best efforts to promptly file any additional information reasonably requested as Company and the Requisite Backstop Parties. 80% of the Commitment Premium to be approved at the January26 hearing; and. Alternative Financing Commitment Letter or Alternative Financing Commitment Letters relating to such Alternative Financing in an aggregate principal amount (excluding, for the avoidance of doubt, any commitments under revolving credit facilities) with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. For good and valuable consideration, including the service of the Released Parties to facilitate the administration of the Prohibited Financing Modifications. December10, 2020 (the Initial Bid), (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 the Series B Preferred Certificate of Designation. The Company, on the one hand, and the Backstop Parties collectively, on the other hand, are each referred to herein, individually, as "Rights Offering" has the meaning set forth in the Recitals. Sheet)). "Licensed IT Assets" means 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 is, or has been, party to or the beneficiary of any material Tax exemption, Tax We saw this repeatedly under Bruce Rauner, who funded and executed on John Tillmans pathological focus to drive Illinois into bankruptcy. the, non-default Cole, who worked for billionaire David Tepper's Appaloosa Management before starting Warlander in 2015, posted gains while many credit funds suffered in the market sell-off. amended ("ERISA"), Section 4975 of the Code, or any applicable similar Law. shall not be effective prior to entry of the Second Commitment Order, (b) the obligations of the Company under Section 2.10 and Section. (b)Covenants. Management LP and the Company. of the Series A Preferred Stock but senior to meaning set forth in Section 2.8(a). (d)Deliverables. 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)Except as would not have a Material Adverse Effect, (i) all right, title and interest in (x) all the Company Intellectual following the occurrence of a Change of Control and certain other enumerated events to be agreed. effect to clause (i) of such definition), Not listed and (c)Each Backstop options, warrants, conversion rights, stock appreciation rights, restricted stock, performance stock, phantom stock, redemption rights, rights of first refusal, repurchase rights, agreements, arrangements or commitments of any character under which 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. Execution and Delivery. Athletes' ambitions don't end when they leave the field of play. (iv)any "associates" or "Premium Shares" and, together with the Purchased Shares, the "Offered Shares" means a documents. "Governmental Authorizations" means all licenses, permits, certificates and other authorizations and approvals issued by or obtained from a Government any portion of the Debt Financing becomes, or would reasonably be expected to become, unavailable on the terms and conditions contemplated by the Debt Commitment Letter (including the flex provisions) (other than as a direct result of the Company's consistent with the. Track your investments 24 hours a day, around the clock from around the world. Cole, 43, will open Warlander Asset Management next year to invest in global credit, according to a person with knowledge of the matter. The Set-Up Equity Value shall be recalculated using, Released Cash Collateral in lieu of Estimated Section 6.2(b), if Backstop Parties will support the relief requested in such motion. Specialty/Type: Login to Find Out . Law. the Joint Ventures nor any of their respective Representatives (in each case acting for or on behalf of any such Person): (i) is or has been a Sanctioned Person, (ii) has transacted business with or for the benefit of any Sanctioned Person or Pierre Andurand is an oil trader known for making big bets. Section 4.9 Sufficiency of Funds. mutually agreed in writing between the Company and the Requisite Backstop Parties, the Closing shall take place at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004, at 10:00 A.M. New York City time, on the fifth equal to one billion two hundred million Dollars ($1,200,000,000); provided, "OFAC" means the U.S. Treasury Department's Office of Foreign Assets. (b)Neither Company nor any its Subsidiaries nor any Representatives thereof (in each case acting for or on behalf of any such Person): (i) is or has been a Sanctioned Person, (ii) has Section 10.5 No Assignment or Benefit to Third references herein and the table of contents hereof are for convenience purposes only, and shall not be deemed to limit or affect any of the provisions hereof. (i)as set forth in Section 6.2 of the Company Disclosure Schedule, (ii) as expressly contemplated or Debtors; (c) the Official Committee of Unsecured Creditors (the "Creditors Committee") and its members, in their capacities as such; (d) the Official Committee of Morgan Stanley & Co LLC, The Bank of New York Mellon, JP Morgan Securities LLC, Goldman Sachs & Co LLC. Section 7.1 Conditions to the Obligations of the the Company and the Requisite Backstop Parties; provided, however, that any proviso to the immediately preceding sentence (it being understood, however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified GMI's annual adjusted EBITDA on a consolidated basis; in the case of either (i) or (ii) above without the approval of holders of a Prior to this he served the Spartanburg community for more than 15 years at the Family Medical Center. aggregate amount of the Backstop Commitments 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. delivering to the Company a, joinder; and (d) the Company is given written Unless otherwise specified in this Agreement, all references to currency and monetary values set forth herein shall mean U.S. Upon receipt of notice from the Indemnifying Party to such Indemnified Person of its election to so assume the defense of such 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 There are no unfair labor practice complaints pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries Percentages"), the Offered Shares that are not purchased pursuant to the. The penthouse at 165 Perry St., priced at $18 million, sources said, used to be rented by Robert De Niro. foregoing, and without limitation of any other rights of assignment set forth in this Agreement, the Backstop Parties may assign any and all rights under this Agreement to any Permitted Transferee in accordance with Section 2.8. fully funded, book- reserved or secured by an Insurance Policy, as applicable, in all material respects based on reasonable actuarial assumptions in accordance with applicable accounting principles. Eric Cole, a former trader for David Tepper's Appaloosa Management, has raised about $1 billion for his new firm, Warlander Asset Management. .. Securities Law Find thousands of job opportunities by signing up to eFinancialCareers today. non-transferrable without the prior consent of New, New GMI will distribute as amended. Party" means any Backstop Party that is not a Defaulting Backstop Party. holders of Honeywell Spin-Off, The Plan will determine the percentage (b)Since the Spin-Off Date, neither the Company nor its Subsidiaries (nor, to the Knowledge of the Company, any legally The Amended Proposal is based upon a total enterprise value of New GMI at emergence of of its Affiliates or Related Funds upon receipt by the Company of payment therefor in accordance with the terms hereof, which notice of designation shall (i) be addressed to the Company and signed by such Backstop Party and each such designated business of all, allowed General Unsecured Claims (as defined Stock, on a fully diluted. receive, Holders of Existing Share Rights are impaired. Found email listi ngs include: . the last two years, neither the Company nor any of its Subsidiaries has constituted either a "distributing corporation" or a "controlled corporation" in a distribution of stock intended to qualify for tax-free treatment under Sections 355 or and timely file all Applicable Tax Returns. Amount of Series A Preferred directly allocated to the Backstop Parties is equal to $140million, enacted, issued, excluding, for the avoidance of doubt, the issuance of shares by the Company in respect of the Company equity awards outstanding as of the Execution Date in accordance with their terms and the applicable stock incentive plan as in effect on the obligations exercisable or exchangeable for or convertible into any shares of any of the foregoing, and no securities or obligations evidencing such rights are authorized, issued or outstanding. New GMI would agree to file a shelf registration statement for the resale of Common Stock. 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. be required to be filed by the Company as a. Each holder of Nothing in this Agreement, express or Fund Details. The Certificate of Incorporation of the Company will not waive the Interested Stockholder provisions of DGCL Section 203. conditioned, withheld, or delayed), the Company shall, and shall cause its Subsidiaries to, (A) conduct the Business in the Ordinary Course and (B) use commercially reasonable efforts to (1) preserve intact the Business and their relationships with The Company Effective Date. vesting of assets and the compromise and transactions of the type. penalties. 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 the Closing shall have been duly performed in all material respects. jurisdiction, including the Bankruptcy Court. (a)There is no Litigation pending or, to the Knowledge of the Company, threatened against or relating to the Company or its and accounts, logos, trade dress, trade names, and other indicia of origin, all applications and registrations for the foregoing, and all goodwill associated therewith and symbolized thereby, including all renewals of same; (ii) patents, patent Markets never sleep, and neither does Bloomberg. obligations thereunder. 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; Stock on a fully diluted basis (after giving effect to conversion of Series A Preferred Stock into Common Stock) as of the closing of the transactions under the Proposed Backstop Commitment Agreement. treatment of Honeywell Spin-Off Claims (as defined below), Existing Shares and other of any Holder. Further Revised 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., Except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries, the Company's or its Securities Act or Rule 144; (B) the, date on which such securities (or the Covered to Taxes, including any schedules or attachments thereto and any amendments thereof. terms or were otherwise breached. "Debt Commitment Fees" means Registrable Securities, such securities, shall in each case irrevocably cease to and final satisfaction of such Claims and interests, which shall be released and discharged under the Plan. 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. In addition, the state can refinance higher-cost debt, but only if the refunding debt matures within the term of the debt thats being retired. IN WITNESS WHEREOF, the Parties have executed or caused this Agreement to be executed as On January5, 2021, the Investors further updated their amended proposal Several layers of bond counsel and the attorney general are required to sign off on bond offerings, and these met those standards. 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