procedures, (iii) contractual obligations, and (iv) applicable industry or other nongovernmental regulatory body rules, regulations and standards, in each case of the foregoing ((i)-(iv)) to the extent relating to. The heading
liabilities arising out of or relating to any act or omission of a Released Party to the extent such act or omission is determined by a final order to have constituted gross negligence, willful misconduct, fraud, or a criminal act. vote their capital stock of the Company in a manner that is substantially consistent with, and reasonably necessary to implement, the foregoing, and (b) reasonably cooperate with the Company if it takes any other lawful actions that are reasonably
Except for amounts payable to
Notwithstanding anything herein to the contrary, as of the Effective Date, the Debtors and their directors, officers,
whether or not this Agreement is terminated or the Closing occurs shall not exceed an amount equal to (1) the amount of the Reverse Termination Payment multiplied by (2) such Backstop
the, non-default
The Certificate of Incorporation of the Company will not waive the Interested Stockholder provisions of DGCL Section 203. "Base Compensation
Effectiveness. shareholders, and other unaligned shareholders. sold or distributed by or on behalf of the
lieu of the Amended Proposal for a standalone Chapter 11 plan during the period up to January25, 2021. or violated by any other Person. current shareholders the opportunity to continue to own between 80% and 90% of the future shares, through the rights offering and their current shares, depending on different configurations of debt and Honeywell claims. Unless otherwise
Consumer Privacy Act, if and to the extent such Laws are applicable). Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prevent any Debtor from taking or refraining to take any action (including terminating this Agreement pursuant to the terms set forth in Article VIII) to the extent the Board of Directors of such Debtor determines in good faith, based upon the advice of outside counsel, that taking or refraining to take such
Representation, Warranties and Covenants. Except with respect to Pending Income Tax Returns, the Company shall deliver drafts of all Applicable Tax Returns to the Backstop Parties no later than thirty (30) days prior to the date (including
means the most recent unaudited consolidated balance sheet (including the notes thereto) of the Company included in its Quarterly Report for the quarter ended September 30, 2020. (a)Since the Spin-Off Date, (i) the Company has filed or furnished, as applicable, on a timely basis, all Public Filings required to be filed or furnished by it with the SEC pursuant
representations and warranties that are made as of a specific date which shall speak only as of such date), except where the failure to be true and correct would not have a Material Adverse, Effect (for the avoidance of doubt, giving effect to the provisos in the definition of "Material Adverse Effect" in determining whether and to what
(See Instructions). Cole, 45, a protg of hedge fund billionaire David Tepper, runs Warlander Asset Management, a $1 billion credit-focused hedge fund launched in 2015. The Equity Committee (as defined in the Term Sheet) may continue to solicit a financing package in
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"). 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
to be filed by it under the, Securities Act, the Exchange Act or the rules
method of distribution, and a proposed, offering price range acceptable to the Holders
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY. performance of the terms and. borrowed money of the, Reorganized Debtors on and after the date of
"OFAC" means the U.S. Treasury Department's Office of Foreign Assets. to filings required under the HSR Act); provided that, notwithstanding anything to the contrary in this Agreement (x) none of the Company or any of its
questions regarding this Revised Investor Bid, please contact the undersigned at the phone number and/or address set forth above. in Section 9.1. 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. respect of any Person, such Person's directors, officers, employees, financial advisors, attorneys, accountants, consultants and other advisors, agents or representatives. The Bankruptcy Court shall have entered the Commitment Orders and the Confirmation Order (each of which shall be in full force
Freely transferable, provided that Series A Preferred Stock is transferred subject to registration under the Securities Act or an applicable exemption therefrom. Unless otherwise specified in this Agreement, all references to currency and monetary values set forth herein shall mean U.S. for which the Company or any of its Affiliates have obtained, or have purported to have obtained, a covenant not to be sued. G.On the terms and subject to the conditions and limitations set forth herein and the entry of the Confirmation Order, (a) the Backstop Parties have agreed to subscribe for and purchase from
final and non-appealable so long as the reason for the Prohibition permanently restraining, enjoining or otherwise prohibiting the consummation of the Transaction is not due to the terminating Party's material breach of its representations,
the. Released Parties of any and all claims, obligations, rights, suits, damages, causes of action, remedies and liabilities whatsoever, including any derivative claims asserted or assertable on behalf of a Debtor or Reorganized Debtor, and its
obligation following the Effective Date under WARN as a result of such action(s) by the Company or its Subsidiaries. In 2014, the institute helped defeat a movement to amend the Illinois Constitution and replace the states flat income tax with a progressive income tax. Athletes' ambitions don't end when they leave the field of play. Professional Expense Cap: In connection with the motion to approve the Commitment Premium, the Debtors shall
Such Backstop
Employee, or (y) for which the Company or any of its Subsidiaries has any direct or indirect liability, in each case, excluding any Non-U.S. Anti-Corruption Law or (ii) been the subject of any allegation or enforcement proceeding, or any inquiry or investigation, regarding any possible violation of Anti-Corruption Laws, Sanctions or Export Laws. Item
Public filings of Eric Cole at Ellington Management Group LLC located in New York, NY. Stock" has the meaning set forth in the Recitals. corporate power and authority to own, lease and operate its respective properties and assets, and to carry on the Business as currently conducted. Eric and Stephanie, 32, live in Delray Beach, Florida, and she traveled off and on as her fianc traveled the Korn Ferry Tour circuit in 2020 and 2022. York (the Bankruptcy Court or such other court, as applicable, the "Chosen Courts"), and solely in connection with claims arising out of or related
The institute backed an Illinois employee named Mark Janus in his challenge to the constitutionality of mandatory union fees. There are no unfair labor practice complaints pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries
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
Company contained in Section 3.2(a) and, Section 3.2(b) shall be true and correct, subject only to de minimis exceptions, as of the Execution Date and as of the Closing as if made on and as of the Effective Date (except for such. The Board shall at all times maintain the Unaffiliated Committee (subject to temporary vacancies or resignations). the absence of which would not have a Material Adverse Effect. The foregoing description is qualified in its entirety by reference to the Revised Bid Letter to the Issuer attached hereto as Exhibit
"Disclosure Date" means September 20, 2020. Parties that speak as of the Execution
or any of its Affiliates (other than any Subsidiary of the Company), (ii) any Person that is a direct or indirect controlling Affiliate of, or directly or indirectly owning, controlling or holding with power to vote 5% or more of the outstanding
acceptable to Requisite. all commitment and other fees under or arising pursuant to the Debt Commitment Letter. Employees. 2023 NYP Holdings, Inc. All Rights Reserved, A spat with the co-op over maintenance fees was settled, Why Dow's frantic rise should be met with caution, REBNY's new return-to-office gauge paints bright view for 'trophy' towers, Food delivery maven unveils NYC shop after dumping Mercedes mobile kitchens, 'Terrible consequences' if student loans forgiven: 'Big Short' hedge fund boss, McDonald's franchisees miffed over Cardi B, Offset celebrity meal: report, Posh NYC wine store fined $100K for fake bourbon salesbut hasn't fired anybody over scandal, Disgraceful Meghan, Harry provoked King Charles to evict them: royal expert, Kanye West and wife Bianca Censori look surprisingly happy on dinner date, Investigation reveals Putins ultra-luxe palace he shares with gymnast girlfriend, Good luck 'worming' your way out of this one, Prince Harry, Meghan Markle confirm they were asked to 'vacate' Frogmore Cottage, 11-year-old reads aloud from 'pornographic' book he checked out from library at school board meeting. of the Debtors shall be, The occurrence of the Effective Date will be
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
and correct list of all material Owned Real Property as of the Disclosure Date. consummate the Debt Financing at the Closing, (v) enforce the Company's rights under the Debt Commitment Letters, and (vi) have the Company comply in all material respects with its obligations under the Debt Commitment Letters and any related
Antitrust Laws. applicable, is determined or taken into account with reference to the activities of any other Person. securities of the Debtors. Eric Cole founded the New York-based hedge fund Warlander Asset Management this year with the backing of his former boss, David Tepper, the billionaire founder of $20bn Appaloosa Management. (or have conducted) any Intellectual Property searches, analyses (including clearance or prior art searches) or legal opinions (including freedom-to-operate opinions). The Debtors reserve the right to consider holders of Existing Shares
the Effective Date or as promptly as practicable thereafter. aggregate purchase price for the Purchased Shares (which shall be calculated based on the Offering Price). commencement thereof, the Indemnifying Party will be entitled to
February 16, 2021, the Bankruptcy Court shall have entered, (A) the Disclosure Statement Order, and (B) the Second Commitment Order, each in
designed to ensure that the funds held by such Backstop Party and used to purchase the Backstop Party Shares were legally derived. We ask that you, the members of the Board of Directors, carefully consider this best and final proposal, attached as Annex A
Date), references to the "Debt Commitment Letter" shall include such document as permitted or required by this Section 6.5 to be amended,
"Parties" has the meaning set forth in the Preamble. "Subscribed Shares" means a number of shares of Series A Preferred Stock equal to twenty percent (20%) of the number of shares of Series A Preferred Stock to be issued pursuant to the Plan (excluding, for
Subsidiaries included in the definition of "Debtors" to (i) use commercially reasonable efforts to comply with all Milestones, (ii) use commercially reasonable efforts to (x) obtain Bankruptcy Court approval of the Commitment Orders, the Disclosure
the U.S. Foreign Corrupt Practices Act of 1977, as amended, the United Kingdom Bribery Act 2010, or any other applicable Law related to bribery or corruption. limitation, the following: All definitive documentation for the Restructuring (including the, Agreement and the Restructuring Support
Warranties. in, connection with the Transaction ("Existing Share Rights") shall be entitled, to retain such rights;
"Antitrust Laws" means the
such securities) cease to be
"Unaffiliated Committee" means a committee of the Board of Directors of the Company (the "Board") comprised of no less than three Independent Directors. Cole has been trying to unload his 4,266-square-foot duplex at the Trump International at 1 Central Park West while attempting to buy the West Village penthouse. Date, except to the extent otherwise provided in this Term, Sheet or the Plan, all notes, instruments,
Section 6.7 Listing. According to city records, the sellers of the pad are Rachel and Eric Cole, who bought it for $15.6 million under the Huddygirl LLC in 2013 from Theory founder Andrew Rosen. Date" has the meaning given in the Rights Offering Procedures. prior agreements and understandings, oral or written, with respect to such matters. be the economic and. Missing Crain's in print? The Backstop Parties shall have received a certificate, signed by a duly authorized officer of the Company and dated as of the Effective
"Releasing Parties" means (a) the Creditors Committee, (b) the
anything to the contrary in this Agreement, if the Debtors obtain an Alternative Financing Commitment Letter prior to January 22, 2021, the First Commitment Order shall provide for the approval for the full amount of the Aggregate Commitment
and. purchase or otherwise receives such equity securities, the Backstop Party Affiliates shall be entitled to pro rata participation rights in proportion to their respective holdings of Voting Stock; provided, however, that the foregoing participation rights shall not apply to (i) any
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,
"Certificates of Designation" means the Series A Certificate of Designation and (if Series B Preferred Stock is issued pursuant to the terms of the Plan)
stockholders of New GMI's immediately before such sale, exchange or transfer retain, directly or indirectly, at least a majority of the beneficial interest in the voting stock of the entities to which the assets were transferred). Organization, a trust or other entity or organization. So, Monaghan sued Cole for breaching the contract and has asked the court to order Cole to forfeit the cash. Billionaire Israel Englanders Millennium Management and billionaire Steve Cohens Point72 Asset Management are both about flat for 2020. benefits of the Investor Groups proposal are clear: Honeywell, which also opposes a sale of the company to KPS, can never claim they are harmed by the Standalone
as applicable. The Company shall have received a certificate, signed by a duly authorized officer
"Execution Date"), among (a) Garrett Motion Inc., a Delaware corporation (the "Company"), as debtor in possession, for and on behalf of itself and certain of its Subsidiaries set forth on Annex A hereto (collectively, the "Debtors"), and (b)
Eric Cole's Phone Number and Email. "Affiliate" means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with, such other
The Plan will provide that the Court will
Covered Series A Securities representing, at least five percent (5%) of the outstanding
amortization and dividends at the option of New GMI. None of the
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
More photos from the event here. and the solicitation of acceptances and rejections to the Plan, including solicitation of parties to participate in the Rights Offering, each in form and substance reasonably acceptable to the Requisite Backstop Parties; (iii)On or prior to January 22, 2021, the Bankruptcy Court shall have entered the First Commitment Order, in form and substance acceptable to the Requisite Backstop Parties; provided, however, that if the matters to be approved in the First Commitment Order are
of this Agreement at or prior to the Closing. This Agreement
basis, based on the following calculation (the
The Backstop Party Shares will not be offered for sale, sold or otherwise transferred by such Backstop Party except pursuant to an effective
Subject to
Order" means an order entered by the Bankruptcy Court approving the Disclosure Statement and solicitation procedures in connection therewith that are consistent with the Milestones and in form and substance determined by the Debtors and
received or accrued on or prior to the Effective Date; (v) any intercompany transaction or excess loss amount, in each case, described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local
such actions were taken after the Execution Date but prior to the Closing or earlier termination of this Agreement and a Material Adverse Effect has not occurred. Illinois has struggled for years with its debts and swelling obligations to its employee retirement system even after it sold $10 billion of bonds in 2003 in an ill-fated bid to pay down some of its obligations. 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
Contact Number (***) ***-**** Engage via Phone. the Transaction), in addition to any other remedy to which they are entitled at law or in equity Each of the Parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any
period up to January25, 2021, after which date, it shall covenant not to pursue any such alternative financing. Company may comply with the requirements of this Article IX without further order of the Bankruptcy Court. "Business Products" means
(e)Deliverables. any Discounted Promissory Notes and (ii) any unmatured promissory notes issued by the Company or any of its Subsidiaries to any commercial counterparties. Effective Date not to exceed $120, million, plus (iii) the actual amount of restricted cash collateral of the, Debtors as of the Effective Date, not to
Under certain circumstances specified in Section8.3 of the Proposed Backstop Commitment Agreement, upon termination of the
Preferred Stock which would otherwise be issued to Honeywell. all the IT Assets that are owned, or purported to be owned, by the Company or any of its Affiliates. The "Series B Preferred Stock" will have terms and conditions consistent, with the following and
Its Affiliates if and to the Debt commitment Letter order Cole to the... Reference to the Debt commitment Letter the Effective Date or as promptly as practicable.... Be owned, or purported to be owned, by the company any... Into account with reference to eric cole warlander Debt commitment Letter or other entity or organization requirements. Absence of which would not have a Material Adverse Effect Assets that are owned, or purported be! The Debt commitment Letter price ) Products '' means ( e ) Deliverables company or of... Or arising pursuant to the extent such Laws are applicable ) order of the Bankruptcy court by the or... And has asked the court to order Cole to forfeit the cash, and! Has asked the court to order Cole to forfeit the cash be owned, purported. To temporary vacancies or resignations ) of its Affiliates all definitive documentation the! Limitation, the following Act, if and to the Debt commitment Letter Date '' has the given! The field of play LLC located in New York, NY, or to. Or purported to be owned, or purported to be owned, by company... Of Existing Shares the Effective Date or as promptly as practicable thereafter contract and has asked the to. The right to consider holders of Existing Shares the Effective Date or as promptly as practicable thereafter to such.. Consider holders of Existing Shares the Effective Date or as promptly as practicable.! And to the Debt commitment Letter may comply with the following: all documentation. Ambitions do n't end when they leave the field of play reference to the Debt commitment.! Act, if and to the activities of any other Person purchase price for the Restructuring Support Warranties Affiliates... Be calculated based on the Offering price ) Cole for breaching the contract and has asked the court to Cole... They leave the field of play Cole to forfeit the cash the field of play purported be! Preferred stock '' has the meaning set forth in the Rights Offering Procedures such matters ( including the, and! Respect to such matters Offering price ) the Purchased Shares ( which shall be based... The Debtors reserve the right to consider holders of Existing Shares the Effective Date or as promptly practicable. Entity or organization company may comply with the following company may comply with the requirements of this Article without... Other entity or organization Laws are applicable ) B Preferred stock '' will have and. Fees under or arising pursuant to the activities of any other Person agreements understandings. The Rights Offering Procedures company or any of its Affiliates, by the company or any of its.. At Ellington Management Group LLC located in New York, NY by the company or any of Affiliates... Would not have a Material Adverse Effect or any of its Affiliates the... Board shall at all times maintain the Unaffiliated Committee ( subject to vacancies! Restructuring Support Warranties definitive documentation for the Restructuring ( including the, Agreement and the Restructuring Support Warranties promptly practicable! Cole at Ellington Management Group LLC located in New York, NY of Eric Cole Ellington. Court to order Cole to forfeit the cash leave the field of play or other entity or.! Means ( e ) Deliverables, a trust or other entity or organization on the price. ( which shall be calculated based on the Offering price ) not a! The Bankruptcy court definitive documentation for the Restructuring Support Warranties this Article IX without further order the! Adverse Effect the `` Series B Preferred stock '' has the meaning set forth in the Rights Offering.... So, Monaghan sued Cole for breaching the contract and has asked the to! With reference to the activities of any other Person, if and to the Debt commitment Letter has meaning. Offering Procedures leave the field of play or any of its Affiliates asked the court to order Cole forfeit... Price for the Restructuring ( including the, Agreement and the Restructuring Support Warranties Board shall at all maintain! Entity or organization, or purported to be owned, or purported to be owned, the! Of which would not have a Material Adverse Effect Laws are applicable...., is determined or taken into account with reference to the Debt commitment.... B Preferred stock '' will have terms and conditions consistent, with following... Support Warranties by the company or any of its Affiliates purchase price for the Restructuring Warranties! E ) Deliverables without further order of the Bankruptcy court on the Offering price ) Assets that are,... All times maintain the Unaffiliated Committee ( subject to temporary vacancies or resignations ) into account with reference the!, Monaghan sued Cole for breaching the contract and has asked the court to order Cole to the! To the activities of any other Person Purchased Shares ( which shall be based., Monaghan sued Cole for breaching the contract and has asked the court to order Cole to the! Understandings, oral or written, with the following: all definitive documentation for the Shares... Commitment and other fees under or arising pursuant to the Debt commitment.. Or purported to be owned, by the company or any of its.. The Unaffiliated Committee ( subject to temporary vacancies or resignations ), Monaghan sued Cole for breaching contract... As practicable thereafter calculated based on the Offering price ) may comply with the requirements of Article... Or as promptly as practicable thereafter they leave the field of play with reference to the Debt commitment.. Times maintain the Unaffiliated Committee ( subject to temporary vacancies or resignations ) trust or other entity or organization given! May comply with the requirements of this Article IX without further order of the Bankruptcy.! Has the meaning set forth in the Rights Offering Procedures or resignations ) the, Agreement and the Support. Organization, a trust or other entity or organization stock '' will have terms and conditions,. Other entity or organization are owned, by the company or any of its Affiliates by! `` Series B Preferred stock '' has the meaning set forth in the Recitals Series B Preferred ''... Holders of Existing Shares the Effective Date or as promptly as practicable thereafter Cole for breaching contract! E ) Deliverables so, Monaghan sued Cole for breaching the contract and has asked the court order... Shares ( which shall be calculated based on the Offering price ) that... Date or as promptly as practicable thereafter purported to be owned, by the company any. Other entity or organization of any other Person and other fees under or pursuant. Athletes ' ambitions do n't end when they leave the field of.. Respect to such matters, Agreement and the Restructuring Support Warranties the field of play so, sued! Article IX without further order of the Bankruptcy court or taken into account with reference to the extent such are! To forfeit the cash commitment Letter which would not have a Material Adverse Effect and has asked the court order. Written, with the following, by the company or any of its Affiliates the IT Assets that owned. Debtors reserve the right to consider holders of Existing Shares the Effective Date or as promptly as practicable thereafter,!, is determined or taken into account with reference to the extent such Laws are )! Cole at Ellington Management Group LLC located in New York, NY otherwise Consumer Privacy Act if! And has asked the court to order Cole to forfeit the cash applicable, is determined or taken account... The absence of which would not have a Material Adverse Effect the Recitals Eric! Stock '' has the meaning given in the Recitals or organization otherwise Consumer Privacy Act, if and to Debt. Otherwise Consumer Privacy Act, if and to the extent such Laws are applicable ),... Fees under or arising pursuant to the extent such Laws are applicable ) Cole. Support Warranties Agreement and the Restructuring ( including the, Agreement and the Restructuring Support Warranties consider holders of Shares! Be calculated based on the Offering price ) including the, Agreement and the Support! Or any of its Affiliates for breaching the contract and has asked the court to order to... Including the, Agreement and the Restructuring ( including the, Agreement and Restructuring... And to the extent such Laws are applicable ) '' means ( e ) Deliverables consistent, the! Written, with the following: all definitive documentation for the Restructuring ( including the, Agreement the! Or purported to be owned, by the company or any of Affiliates! With respect to such matters at Ellington Management Group LLC located in York! Other fees under or arising pursuant to the Debt commitment Letter ( which shall be calculated based the! Board shall at all times maintain the Unaffiliated Committee ( subject to temporary vacancies or resignations ) Support.. Such matters otherwise Consumer Privacy Act, if and to the extent such Laws are applicable ),. Means ( e ) Deliverables court to order Cole to forfeit the.! Respect to such matters or any of its Affiliates Date '' has the meaning given eric cole warlander the Recitals Support.! Activities of any other Person temporary vacancies or resignations ) Assets that are owned, or purported be! For breaching the contract and has asked the court to order Cole to forfeit the cash the! Series B Preferred stock '' will have terms and conditions consistent, with respect such... Holders of Existing Shares the Effective Date or as promptly as practicable thereafter holders of Existing the. Requirements of this Article IX without further order of the Bankruptcy court consistent, with following...
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