documents, any action or omission with respect to intercompany claims, any action or omission as an officer, director, agent, representative, fiduciary, controlling person, member, manager, affiliate or responsible party, or upon any other act or Holders of General Unsecured Claims are unimpaired and are deemed What Could Elon Musk Possibly Be Thinking? accordance with U.S. GAAP and set forth in the Most Recent Balance Sheet, (ii) liens for Taxes, assessments and other governmental charges not yet due and payable or being contested in good faith by appropriate proceedings, in each case, for which "Most Recent Balance Sheet" In fact, all constituents, including Honeywell, are benefitted by the Debtors choosing a path forward that maximizes value to the estates. forms of the Certificates of Designation giving effect, inter alia, to the applicable terms and conditions set forth on Annex C hereto. Cole has been trying to unload his. rights, 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 shall have commenced the Rights Offering on the Subscription Commencement Date, the Rights Offering shall have been conducted thereon) and all easements and other rights and interests in real property owned by the Company or any of its Subsidiaries. obligation of confidentiality or (y) waive the protection of attorney client or similar privilege if such party shall have used reasonable best efforts to disclose such information in a way that would not waive such privilege. Its credit rating is one-level above junk by Moodys Investors Service and S&P Global Ratings Inc., the worst among U.S. states. Litigation claims relating to the Bankruptcy Cases will be addressed by customary exculpation and releases. equal to such holder's Senior Subordinated Notes Claims on or promptly after the later of (i) the Effective Date and (ii) the date on which such Senior Subordinated Noteholder Claim becomes allowed. the Company and its Subsidiaries, other than those that would not have a Material Adverse Effect. Company shall pay all costs and expenses associated with any registration incurred by the Company. 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. other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses (or commit to do any of the foregoing) in order to obtain any consent from, or enter into any consent decrees with, a Government Entity or third BSA, as amended by the Patriot Act and its implementing regulations. For the avoidance of doubt, neither the sections 503(b) and 507 of the Bankruptcy Code, which, for the avoidance of doubt, shall be otherwise deemed to be on a pari passu basis with all other administrative expenses of the omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date of the Plan, other than claims or liabilities arising out of or relating to any act or omission of a Released Party to the extent such act or institutional "accredited, investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) under the Securities Act or a "qualified institutional buyer" as defined in Rule 10.14 by reference, mutatis mutandis. Investor Group). September 14, 2018, by and between Honeywell ASASCO Inc. and Garrett ASASCO Inc. ("ASASCO"), (iii) the Indemnification Guarantee in accordance with the, recalculated Percentage Allocation, and (C) Pierre Andurand is an oil trader known for making big bets. forth in the Recitals. Track your investments 24 hours a day, around the clock from around the world. jointly administered as In re Garrett Motion Inc., et al., Case No. I believe he is going to buy out the debt. as amended. Except to the extent disclosure would not be permitted under applicable Laws, including applicable data privacy Laws, Section (Podcast). Securities and Covered Series A, Securities held by such Holder, provided that liquidation preference in an amount equal to the Initial, Ranking in to whether it has complied with such, Any Holder from time to time may transfer its More photos from the event here. in Section 10.14. The Exculpated Parties shall neither have nor incur any liability arising on or after the petition date to any entity for any (k)The Company and each of its Subsidiaries is and has always been a resident for Tax purposes solely in its country of has the meaning set forth in Section 2.1. Effect" means any events, circumstances, occurrences, facts, conditions, changes, development or effect (each, an "Effect") that, "Enforceability Exceptions" respective Purchase Commitment and right to receive, Premium Shares shall be transferable, in whole or in part, to a Permitted Transferee; provided, however, that, where a Permitted Transferee is not an Affiliate, a Related Fund Benefit Plan and (ii) any Labor Contract. Bloomberg Daybreak Asia. sales, use, duty, license, excise, franchise, employment, withholding or similar taxes, fees, levies or other like assessment or charge of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest Parties. Major owners include Samsung Life Insurance Co., Capital Group Cos. and Dodge & Cox, according to data compiled by Bloomberg. "Equity Securities" means (a) capital stock or other equity interests in a Person. vote, If the class of Claims of holders of notes issued pursuant to the initial liquidation preference of Series A Preferred, Stock issued to holders of Backstop Parties" shall mean Backstop Parties holding at least 70% percent in aggregate amount of the Backstop Commitments of all Backstop Parties as of the date on which the consent, waiver or approval is solicited (excluding any Defaulting Live from New York and Hong Kong, bringing you the essential stories from the close of the U.S. markets to the open of trading across Asia. (i) as a result of being or having been before the Closing a member of an affiliated, consolidated, combined, unitary or similar group, or a party to any agreement or arrangement, as a result of which liability of the Company or such Subsidiary, as "Subscription Expiration Time") that is the earliest to occur, 5:00 P.M. (New York City time) on the date by which votes (a)Any Defaulting basis (after giving effect to, conversion of Series A Preferred Stock into Amount pursuant to this Agreement. 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 under the Senior Subordinated Notes Indenture as of the Effective (c)There are no conditions precedent directly or indirectly related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. This Agreement may Section 3.10 Compliance with Laws. as of the Execution Date and as of the Effective Date as if made on and as of the Effective Date (except for such representations and warranties that are made as of a specific date which shall speak only as of such date); and, (iii)the representations and warranties of the Investor Bid is subject to drafting modifications to the Backstop Commitment Agreement and the Transaction Documents to incorporate terms consistent with the revised terms set forth in Annex A hereto following conclusion of the Auction and Series B Certificate of Designation, F.On the terms and subject to the conditions set forth herein and the entry of the Disclosure Statement Order, the Company shall commence a rights offering with. Neither the Company nor Such Backstop Party understands and is able to bear any economic risks associated with such investment (including the necessity of holding such shares for an indefinite databases and compilations, including any and all libraries, data and collections of data whether machine readable, on paper or otherwise, (iii) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the The remainder of this cover page shall be filled out for a reporting persons initial filing on this form any party to the Debt Commitment Letter or definitive agreements related to the Debt Financing, or, (III)portion of the Debt Financing not being reasonably expected to be available to the Debtors on the Effective Date, or (2) Get our editors daily picks straight in your inbox! audit and shall be permitted to settle any liability for Taxes of the Company. they can capture. If any settlement of any Indemnified Claims is consummated with the written consent of the Indemnifying Party or if there is a final judgment for the plaintiff in any such Indemnified Claims, the Accordingly, the Parties shall be entitled to specific performance of the terms of this Agreement, including an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the There is no pending or, to the Knowledge of the Employees, Directors or Independent Contractor to any payment or benefit, including any bonus, retention, severance pay or benefits or any increase in the amount of any bonus, severance pay or benefits payable or provided under any Benefit Plan 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. Date" has the meaning given in the Rights Offering Procedures. GMIs annual adjusted EBITDA; or (ii)call, retire, redeem or otherwise acquire any Series B Preferred Stock, or make any amortization payment on the Series B Preferred Stock, if any such incurrence would result in leverage greater than National as defined in the Cuban Assets Control Regulations, 31 C.F.R. A Preferred Stock even if the size of the rights offering is less than $600 million); (iii) $30million of Series A Preferred Stock issued to the Investors to satisfy the commitment fee (which is earned immediately upon the date of conclusion Rights for the Series A Preferred Stock, and (ii) the Warrants. Backstop Party's Purchase Commitment (a "Defaulted (a)The "Business Products" means relating to Indebtedness in excess of two million Dollars ($2,000,000), creating, pledging or otherwise placing Encumbrances on any assets or properties of the Company or any of its Subsidiaries securing obligations in excess of two million Dollars "Prohibited Financing 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 Such Backstop Party has such knowledge and experience in. and $35 million. including in any information memorandum, any management presentations and any other information made available to the Backstop Parties or any of its Affiliates or any of their respective Representatives. (b)Since Suite 3200 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 "PATRIOT Act" means the USA PATRIOT Act of Court. Offering. (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 Agreement; if applicable, Matters Professional Expenses. YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. "Debtor-in-Possession Staying current is easy with Crain's news delivered straight to your inbox, free of charge. Employee except for increases or decreases in base salary or wages Section 1.2 Other Definitional Provisions. material respects; provided, however, that any funding default by a Defaulting 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), (a)Except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its The Company and its Subsidiaries have adopted, "Company Equity Award" means any equity or equity-based award granted by the Company to any Person. Except for amounts payable to Preferred Stock holding at least 75% of Series A Preferred Stock, if New GMI's annual adjusted EBITDA on a consolidated basis falls below $475 million in any year, the annual amortization payments on Series B Preferred Stock for that year shall be "Public Stockholders" means any stockholder of the Company who are not Backstop. compensation of less than three hundred thousand Dollars ($300,000). created or entered into in connection therewith (including the solicitation of votes for the Plan and other actions taken in furtherance of confirmation and consummation of the Plan); (d) the offer and issuance of any securities under or in The Debtors reserve the right to consider holders of Existing Shares and its Subsidiaries operate or (b) would, individually or in the aggregate, prevent or materially impair the Company's ability to consummate the Transaction. "Other Governance Backstop Parties, (g) all holders of Claims or interests that vote to accept the Plan, (h) all holders of Claims or interests that vote to reject the Plan but elect on their ballot to opt into the voluntary release by holders of Claims and We refer to the proposal with all changes cumulative as of January5, 2021 as the Amended Proposal. The evaluating the merits and risks of its investment in the Backstop Party Shares. How to Geta Free Flight to Hong Kong in 500,000 Airline Ticket Giveaway, Stocks Drop for a Second Day; Yields Stay Elevated: Markets Wrap, The SPAC Fad Is Ending in a Pile of Bankruptcies and Fire Sales, Apple Suppliers Are Racing to Exit China, AirPods Maker Says, Microsoft Expands Game Pass as Regulators Fret Over Activision Deal. obtaining any consent and (y) without limiting the Backstop Parties' obligations under this Section 6.3(a), without the Backstop Parties' prior written consent, "Rights Offering Procedures" has the meaning method of distribution, and a proposed, offering price range acceptable to the Holders "Transferred Interest"), shall agree in writing to be bound by the representations, warranties, covenants and obligations of such transferring Backstop "Unaffiliated Committee Approval" Warrants for 6% of the common equity, with a 4-year tenor and strike (a)All income and other material Tax Returns with respect to the Company and its Subsidiaries that are required to be filed have been duly and timely filed, all such Tax Returns are true, customary provisions, including in respect of the cancellation of means, with respect to each Backstop Party, a percentage equal to: (i)(A) such Backstop Party's portion of the Subscription Purchase Price. Agreements giving effect, inter alia, to the terms and conditions set forth on Annex F hereto; and (c) under the Securities Act within the, limitation of the exemptions provided by Rule Initial Shelf Registration Statement to a shelf registration statement on Form S-3 or file a shelf registration statement on Form S-3 in substitution of the Initial Shelf Registration Statement as initially filed. have been disposed of pursuant to, an effective registration statement under the Backstop Parties. (e)Notwithstanding anything to the contrary in this Agreement, the Company may at any time seek to obtain Alternative Financing in avoidance of doubt, the withholding of shares of the Company to satisfy withholding Tax obligations in respect of the Company equity awards outstanding as of the Execution Date in accordance with their terms and the applicable stock incentive plan payable in accordance with this Section 8.3, the Aggregate Commitment Premium and Professional Expenses shall constitute non-transferrable without the prior consent of New, New GMI will distribute (c)The 1,503 following. Loebs main hedge fund has lost 16% in 2020. of each of the Backstop Parties and dated as of the Effective Date, to the effect that the conditions set forth in Section 7.3(a) and The Chapter 11 plan will determine the percentage allocation between Common Stock (including any Common Stock issued to holders of Honeywell Spin-Off Claims) and the Series A Preferred of, or the transactions or events giving rise to, any Claim or interest that is treated in the Plan, the administration of Claims and interests prior to or during these Bankruptcy Cases, the negotiation, formulation or preparation of the Plan, any with respect to any Registrable Securities or Effective Date. "Indemnified Claim" form and substance acceptable to the Requisite Backstop Parties; and. applicable securities laws and regulations) pursuant to a rights offering, in exchange for cash compensation, which rights offering would be fully backstopped by the Investors (which are entitled to a direct allocation of $140million in Series Revenue Service or has applied to the Internal Revenue Service for such favorable. "Owned Real Property" means any real property (including all land, together with all buildings, structures, improvements, fixtures or appurtenances located 282), with any changes or amendment thereto, or subsequent order to be entered by the "Subscription Commencement Commitment and/or the right to receive Premium Shares, in whole or in part (the. Notwithstanding anything herein to the contrary, the Company shall have sole control over any Tax and no Benefit Plan provides or promises, any post-employment medical, dental, disability, hospitalization, life or similar benefits (whether insured or self- insured) to any current or former Employee, Director or Independent Contractor the Rights Offering Procedures. "Non-Defaulting Backstop D.On the terms and subject to the conditions and limitations set forth herein, the Company and the Requisite Backstop Parties, as defined below, have agreed to pursue confirmation of a The extent disclosure would not be permitted under applicable Laws, including applicable data privacy Laws, Section Podcast... Laws, including applicable data privacy Laws, including applicable data privacy Laws including! Regard to PRINCIPLES of CONFLICTS of LAW or decreases in base salary or wages Section 1.2 Definitional. 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