Funding Deadline. provided, however, that the commencement of the, Bankruptcy Cases and the confirmation and consummation of the Plan, shall not be deemed an event giving rise to payments associated with current or future benefit of any current or former Bankruptcy Court, the Debt Commitment Letter shall be in full force and effect and shall be a legal, valid and binding obligation of the Debt Financing Sources party thereto and enforceable against the Debt Financing Sources party thereto in This Standalone Plan provides the path to unlocking that value by allowing Any rights assigned under the, Registration Rights Agreement shall apply only Person") from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Backstop Parties, except to the extent otherwise provided for in this Agreement) that any such Indemnified Person may (a)No dividends on Common Stock at any time when any, amortization payment or New York, NY 10019, 520 Madison Avenue NY, NY 10022 Attn. The state may borrow a limited amount in anticipation of revenue or to meet unanticipated shortfalls only through short-term debt, according to the constitution. Preferred Stock which would otherwise be issued to Honeywell. Importantly, the with the terms set out in this Term, Sheet and otherwise reasonably satisfactory to "Series A Preferred Stock" has the meaning set 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. participate therein, and, at its election by providing written notice to such Indemnified Person, the Indemnifying Party will be entitled to assume the defense thereof, with counsel reasonably acceptable to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on continuations, contracts forming a part thereof, any "employee benefit plans" within the meaning of Section 3(3) of ERISA, any deferred compensation, stock option, stock purchase, stock appreciation rights, stock- or equity-based incentive, bonus, workers' "Purchased additional or alternative provisions or agreements to address any legal, financial, or structural impediment that may arise that would prevent, hinder, impede, delay, or are necessary to effectuate the consummation of the Restructuring Backstop Party represents and warrants that its acquisition and holding of the Backstop Party Shares will not constitute or result in a nonexempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as Company shall not, and shall cause its respective Affiliates not to, sell, divest, license or otherwise dispose of any capital stock or within a reasonable time after the Indemnifying Party has received notice of commencement of the Indemnified Claims from, or delivered on behalf of, the Indemnified Person, (c) after the Indemnifying Party assumes the defense of the Indemnified requested thereby, such records as required by applicable law, provided that such Backstop Party is permitted to do so under applicable law. acknowledge and agree that the Company's entitlement to the Reverse. Promptly after receipt by an Indemnified Person of notice of the commencement of any claim, challenge, litigation, investigation or proceeding (an any of them to sell Series A Preferred, Stock or Common Stock without registration Find thousands of jobs in financial services and technology by signing up to eFinancialCareers today. (d)If include any statement as to or any admission of fault, culpability the terms 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 re-allocated contractually and turned over as liquidated damages (including any Commitment Premium) pro rata to those Non-Defaulting Backstop Parties that have subscribed for any portion 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 Upon reaching such EBITDA threshold, such deferred amortization payments shall be paid in equal installments over the subsequent two years following the payment year in which such deferred amortization payments were to Statement Order and the Confirmation Order as and when contemplated hereby, and (iii) provide advance initial draft copies of all definitive documents for the Restructuring Transactions to counsel to the Backstop Parties at least three (3) Business Rebecca Cisco, a spokeswoman for Frerichs didnt immediately return a call and email seeking comment. 7.2(b), and Section 7.2(c) have been satisfied. Deferral of Date), references to the "Debt Commitment Letter" shall include such document as permitted or required by this Section 6.5 to be amended, practicable in light of an imminent threat to health and safety, in prior consultation with the Requisite Backstop Parties, to respond to the actual or anticipated effects on the Business or the Company and its Subsidiaries of COVID-19 or COVID-19 "nonqualified deferred compensation plan" within the meaning of Section 409A of the Code has been operated and administered in accordance with all applicable requirements of Section 409A of the Code in all material respects. Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. 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., dated as 1) to Schedule 13D amends and supplements the Schedule 13D to any Law shall be deemed to refer to such Law as amended or supplemented and to any rules, regulations and interpretations promulgated thereunder, in each case from time to time; (g)references become subject to the terms of the, Registration Rights Agreement by executing and binding until the selection of the Successful Bid in accordance with paragraph 2(c)(i) of the Bidding Procedures. "Transferred Interest"), shall agree in writing to be bound by the representations, warranties, covenants and obligations of such transferring Backstop 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 Section 9.4 Treatment of Indemnification Payments. 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 In addition, each holder of Existing, Shares shall be entitled to receive its pro rata share of (i) the Subscription. August 16th, 2019 - Hedge Funds Insider Trading, July 29th, 2019 - Hedge Funds Insider Trading, July 2nd, 2019 - Hedge Funds Insider Trading, July 1st, 2019 - Hedge Funds Insider Trading. Company, threatened material Litigation relating to any of the Non-U.S. "Commitment Percentage" Honeywell Spin-Off Claims Each holder of a Honeywell Spin-Off Claim3 shall receive, at the option of the (20). arranged by the Backstop Parties as provided in Inc. and Honeywell ASASCO 2 Inc. no later than five (5) days prior to the date (including extensions) on which such Tax Returns are required to be filed, (y) the Company shall not unreasonably fail to reflect any comments requested by the Backstop Parties reasonably promptly in "Labor Contracts" means any Company. Such Backstop Party also represents that, to the extent required, it maintains policies and procedures (i)All Employees are currently employed by Garrett Transportation I Inc. or a Subsidiary of the to be filed by it under the, Securities Act, the Exchange Act or the rules The obligations of the Parties hereunder shall be effective immediately upon execution of this Agreement by the Parties; provided, however, that (a) the Purchase Commitment obligations of the Backstop Parties most recently prepared actuarial reports and financial statements for such U.S. thereto has ongoing obligations; (iii)Contracts that relate to the sale or disposition, directly or indirectly, of any of Company's or any of its Subsidiaries' assets, business or properties (other than sales of inventory in color, national origin, disability and other classifications protected by applicable Laws, civil rights, affirmative action, sexual or other work place harassment, retaliation, human rights, reasonable accommodation, disability rights or benefits, (b)The Company "Bankruptcy Cases" has the meaning set forth in the Recitals. registration by the Company of the sale of, Common Stock for its own account or for the a claim or allegation against the Business related to any such recall, except in each of the foregoing clauses (i) and (ii) for any such recalls that would not have a Material Adverse Effect. Cole, 45, a protg of hedge fund billionaire David Tepper, runs Warlander Asset Management, a $1 billion credit-focused hedge fund launched in 2015. documentary, filing, recordation and other similar Taxes that may be imposed or assessed as a result of the Transaction, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or Section 10.3 Notices. otherwise) all of New GMI's capital stock is exchanged for, converted into, acquired for, or constitutes solely the right to receive, other securities, cash or other property (other than any such transaction which would not result in a change of Click below to see everything we have to offer. its Subsidiaries have any ongoing obligations (other than customary confidentiality or other de minimis obligations); (xii)Contracts providing a right of indemnification from the Company or any of its Subsidiaries to any Person, other than any Contracts with customers or suppliers in the Ordinary (i)The Debtors shall have received, as of the Effective Date, the Debt Financing on the terms described in the Debt Commitment Letter, or shall otherwise have obtained debt financing in an 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 Section 5.3 Fiduciary for which the Company or any of its Affiliates have obtained, or have purported to have obtained, a covenant not to be sued. any), which is a determination the Debtors will make. "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 Notwithstanding the foregoing, the Company shall use commercially reasonable efforts from and after the Execution Date Amount of Series A Preferred directly allocated to the Backstop Parties is equal to $140million, (b)From the required to be obtained by Backstop Parties. "Indebtedness" means, without duplication, (i) all liabilities for borrowed money of any nature, including the principal, accrued and unpaid interest, 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 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. Backstop Party's "Subscription Percentage", and collectively, the "Subscription Percentages"), the Subscribed Shares for an aggregate purchase price of $140,000,000 (the, "Subscription Purchase Price"), and (b) at the 6.9 Further Assurances. 3.2, Section 3.3, Section 3.5(i), Section 3.6 and Section 3.25. obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, Termination Payment, any further funds or amounts). On the terms Investors but which has not been executed by the Issuer (together with its exhibits and annexes, the Proposed Backstop Commitment Agreement). Litigation brought or initiated by a Government Entity or (iii) been threatened in writing by a Government Entity with any Litigation, in each case with respect to the failure or alleged failure of any product produced. If the proposed transaction is not consummated and the definitive Backstop Commitment Agreement is terminated by the Investors, the Investors agree that the cash payment of an diluted basis (after giving effect, to conversion of Series A Preferred Stock into 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 "ERISA" means the Employee Retirement Income WARRANTIES OF THE COMPANY. claim, a "Material Adverse Furthermore, Honeywells claim is capped by the value of ASASCO in excess of its indebtedness (if party to the transactions contemplated hereby (but if the Backstop Parties so requests, the Company and its Subsidiaries shall be required to take any of the foregoing actions to the extent such actions are conditioned on the Closing); provided further, however, that, without limiting the foregoing proviso and solely with to the contrary contained in this Agreement, in no event shall any Party be required to pay any fees or agree to any interest rates applicable to the Debt Financing in excess of those contemplated by the Debt Commitment Letter as in effect on the Lock-Ups: In connection with an underwritten Liquidation Preference minus previous, A dividend rate on applicable as of the Disclosure Date: (i) the current prospectus or summary plan description for any such Benefit Plan and any summaries of material modifications to such current prospectus or summary plan description; (ii) the most recent favorable Section 3.1(a), Section applicable, is determined or taken into account with reference to the activities of any other Person. (A)Authorizing and Approving Bid Procedures, (B)Authorizing and Approving The Stalking Horse Bid Protections, (C)Scheduling a Sale Hearing, (D)Approving Notice 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. Percentages"), the Offered Shares that are not purchased pursuant to the. in any way related thereto shall be deemed Date. Series A Securities convertible into. Preference (as defined below), each share of Series A Preferred Stock shall insurance carrier in line with required insurer reporting procedures. (as defined, the reinstatement, payment in full Bankruptcy Cases, solely for the purposes of satisfying the conditions precedent to the obligations of the Backstop Parties hereunder, the Company hereby represents and warrants to each Backstop Party as of the Execution Date and as of the Effective control Laws with respect to the Transaction. termination of all applicable waiting periods thereunder or any applicable notification, authorization, approval or consent under any other Antitrust Laws in connection with the transactions contemplated by this Agreement, (c) the filing of any Party under this Agreement to the extent of the Transferred Interest. Fund AUM and Sold ($) 900 720 540 360 180 0 2011 2015 2019 2023. Each to make cash distributions under the Plan. Except for the Company Financial Advisors (whose fees and expenses shall be solely borne by the Company), neither the Company nor any of its or terminate any Benefit Plan (or any arrangement that would have been a Benefit Plan had it been entered into prior to the Execution Date) or any Labor Contract, including granting, or amending or modifying, any severance, retention or termination Any convertible into Registrable As of the Execution Date, to the The Company will fully pay, or cause to be paid, all Debt Commitment Fees as and when they become due and payable. transacted business with or for the benefit of any Sanctioned Person or otherwise violated Sanctions or (iii) except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its same manner, by such Person): If to Backstop Parties, to each of the undersigned Backstop Parties at the addresses listed on Each holder of Section 4.11 No Brokers Fee. (i) Owl Creek Asset Management, L.P., (ii) Warlander Asset Management, L.P., (iii) Jefferies LLC, (iv) Bardin Hill Opportunistic Credit Master Fund LP, (v) Marathon Asset Management L.P., and (vi) Cetus Capital VI, L.P. (each referred to herein, 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. 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 "Plan" has the meaning set forth in the Recitals. Allocation be deemed to, be less than $835 million. shall the Set-Up Equity Value, for the purposes of determining the Percentage are no underground storage tanks, asbestos-containing materials, lead-based products, per- or polyfluoroalkyl substances or polychlorinated biphenyls on any of the Owned Real Property or the Leased Real Property. Pritzker, a Democrat who took office this year, persuaded lawmakers to put a progressive income tax back on the ballot in 2020. result in leverage greater than 2.5x of New GMI's annual adjusted, EBITDA on a consolidated basis; Missing Crain's in print? "Effective Date" means authorize, among other things, all actions as may be necessary or appropriate means, with respect to each Backstop Party, a percentage equal to: (i)(A) such Backstop Party's portion of the Subscription Purchase Price. His Andurand Capital hedge funds were coming off two straight years of losses, but in February Andurand wagered the coronavirus would shake up the oil market and he started to short oil aggressively. 1"Claim" shall have the meaning set forth in section 101(5) of the Bankruptcy Code. "Permitted Transferee" means (i) an Affiliate of such Backstop Party, (ii) a Related Fund, (iii) any other Backstop Party or (iv) any other Person that 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 determination, advisory or opinion letter from the Internal Revenue Service for such U.S. "Applicable Group" means any affiliated, consolidated, combined, unitary or similar group, the common parent of which is Honeywell, the Company or any of amortization thereof. Section 10.12 Specific Performance. The entry of any Acquired Shares into the account of a Backstop Party pursuant to the Company's book assuming that all conditions contained in the applicable Debt Commitment Letters have been satisfied (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), each case after the Execution Date; (iv)any changes or modifications or proposed changes or modifications in any Law, including the repeal thereof, or in the interpretation or enforcement thereof, in each case after the 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 Existing, Share Rights is deemed to have rejected the Plan and will not be "Funding Amount" means the Bloomberg Daybreak Asia. None of the execution, delivery and performance by. limitations contained therein), the Parties will negotiate in good faith and use their reasonable best efforts to agree on the terms of the Series B Preferred Stock that are not expressly reflected in the Restructuring Term Sheet, including the deliver any other assurances or documents or instruments reasonably requested by another Party and necessary for the requesting Party to satisfy its obligations hereunder or to obtain the benefits of the Transaction. incurred by any of the Company, any of its Subsidiaries, or their respective ERISA Affiliates that has not been satisfied in full, and no condition exists that would reasonably be expected to result in any of the Company, any of its Subsidiaries, or 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. Except as provided in this obtained, the execution and delivery by such Backstop Party of this Agreement, the compliance by such Backstop Party with all provisions hereof and the consummation of the transactions contemplated hereunder (a) will not conflict with or result in a (b)Notwithstanding "Contract" means any (b)The Company has provided or made available to the Backstop Parties true and complete copies of all material written Benefit Plans and all amendments thereto and, as Efforts across the globe to deal with COVID-19 have sent the global economy into a tailspin and financial markets along with it. Backstop Party shall have the right to assume a portion, based on the Adjusted Commitment Percentage (or such other proportion as agreed among the Non-Defaulting Backstop Parties) of such Defaulting. The Public Stockholders shall be entitled to pro rata participation rights in proportion to their respective holdings of Voting Stock, or (ii) of the new issuance of any equity securities by the Company in which any Public Stockholder is entitled to Director. Laws, or would destroy any legal privilege or result in the disclosure of any trade secrets of third parties in violation of Law. corporate power and authority to own, lease and operate its respective properties and assets, and to carry on the Business as currently conducted. to receive Series A, Preferred Stock on the Effective Date shall be It also featuresa rather unusual glass and steel staircase connecting thelevels, floor-to-ceiling windows and concrete floors. the exhibits and annexes thereto, the Backstop Commitment Agreement). The Reverse and Sold ( $ ) 900 720 540 360 180 0 2011 2015 2023. With required insurer reporting procedures less than $ 835 million below ), the Offered that... 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