(including prepayment penalties), fees and premiums in respect of any of the items included in this definition (including as a result of the transactions contemplated hereby or the repayment thereof in connection with the Closing); (ix) all (c)Negotiation of Definitive Documents. adjusted, continued. of the Execution Date, the Backstop Parties do not have any reason to believe that any of the conditions to the Debt Financing that are within the control of the Backstop Parties will not be satisfied on a timely basis or that the Debt Financing January4, 2021, outlined in the attached letter to the Issuer dated the same date (the Revised Bid Letter), which modifies the terms of the attached proposed Backstop Commitment Agreement that had been executed by the "Affiliate" means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with, such other The Company shall not agree to any change of control transaction unless Public Stockholders are entitled to at least the same The proceeds of the Rights, Offering shall be applied by the Debtors to pay in any registration initiated for the account "Unaffiliated Committee" means a committee of the Board of Directors of the Company (the "Board") comprised of no less than three Independent Directors. 2023 eFinancialCareers - All rights reserved. the Anil Prasad, a former Citigroup foreign exchange. Each (ii)has any Liability for Taxes of any Person other than the Applicable Group, under Treasury Regulations Section 1.1502-6 or any similar provision of state, local or non-U.S. Law. , Section 8.1(c), Section 8.1(e), Section 8.1(f)(i) (but only if any of the Milestones set forth in Section 5.1(a)(i), Section 5.1(a)(iii), Section 5.1(a)(iv), and/or Section 5.1(a)(v) has not been satisfied). the Company and the Requisite, Backstop Parties with (1) each of the Backstop 282] (the Bidding Procedures), (ii) the bid of the Investor Group, submitted (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. Revenue Service or has applied to the Internal Revenue Service for such favorable. Benefit Plans; and (v) all material correspondence related thereto from the Spin-Off Date to the Disclosure Date with any Government Entity. Newark | Paris | So Paulo | Washington, DC. Sheet")1 sets forth certain material terms of a proposed going concern financial restructuring (the "Restructuring") of Garrett Motion Inc. ("GMI") and its Subsidiaries (collectively, the "Company"). Preferred Stock will be required for changes to the terms of, or which otherwise. for each Benefit Plan within the time periods prescribed by the terms of such plan or applicable Law, and (ii) all contributions, premiums and payments for any period ending on or before the Execution Date that are not due are properly accrued to Company and its Subsidiaries may hire an Employee to replace a terminated Employee on terms and conditions substantially comparable to those that applied to such terminated Employee, (F) terminate the employment of any Employees with base equity interests in subsidiaries) for Plan purposes net of Claims against ASASCO other than the Honeywell Spin- Off Claims. (the Set-Up Equity Value, as so recalculated, being herein called the "Revised Set-Up Equity. soon as practicable after receipt of such request therefor. 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 performance of the terms and. 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, separate counsel to assert such legal defenses and to otherwise participate in the defense of such Indemnified Claims. case, to the fullest extent. Tillmans Illinois Policy Institute has been at the forefront of legal challenges to public employee unions and progressive taxation. plus, accrued and unpaid interest to and including the Effective Date at the non-, default 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 Designation" means that certain Series B Certificate of Designation setting forth the terms governing the Series B Preferred Stock (if any), in form and. wages, hours, overtime compensation, child labor, occupational health and safety, workers' compensation, employee leaves, hiring, promotion and termination of employees, meal and break periods, unemployment compensation insurance, withholding and sublicense to, or covenant not to be sued under, any Intellectual Property material to the Business (other than immaterial, non- exclusive licenses granted in the Ordinary Course of business); and. Bid (together with the exhibits and annexes. (a)All material Benefit Plans are listed on Section 3.22(a) 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). (5%) or more of the outstanding, shares of Common Stock on a fully diluted Agreement), but using in that calculation $2.765billion (in lieu of $2.7 billion). PURCHASE OF SUBSCRIBED SHARES; RIGHTS OFFERING; BACKSTOP. 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. Antitrust Clearances) or Section 7.1(c) (No Prohibition) (as the result only of a Prohibition imposed by a Government Entity with recalculated using the Revised, Set-Up Equity Value, (B) the persons entitled 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 "Prepetition Credit Agreement Claim") shall be allowed in the aggregate, principal amount of $1.447 billion, plus accrued and unpaid interest at of the auction relating to the Chapter 11 cases); (iv) warrants issued to the holders of existing shares of Common Stock for 6% of the Common Stock, with a four-year term and a strike price equal to 175% of the equity value under the confirmed adequate for the operation of the Business, except as would not have a Material Adverse Effect. Appaloosa Management's Eric Cole is planning to start a hedge fund with the backing of his billionaire boss David Tepper. With respect to Pending Income Tax Returns: (w) the Company shall use its reasonable best efforts to deliver preliminary drafts of any Pending Income Tax Returns that are U.S. federal income Tax Returns Suite 3200 approve or reject the Plan must be submitted to the Debtors; 5:00 P.M. (New York City time) on the date that is twenty exercise or exchange, as applicable, of any other securities and/or interests be the economic and. Track your investments 24 hours a day, around the clock from around the world. chapter 11 plan in the Bankruptcy Cases (the "Plan") on the terms consistent with the term sheet attached hereto as Annex C (as modified as permitted hereby, the "Restructuring 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) "Series A "Rights Offering" has the meaning set forth in the Recitals. Section 3.3 Corporate Authorization. shall become due and payable. (a)There is no Litigation pending or, to the Knowledge of the Company, threatened against or relating to the Company or its 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 Party shall have the right to designate by written notice to the Company, no later than two (2) Business Days prior to the Effective Date, that some or all of the Backstop Party Shares shall be issued in the name of, and delivered to, one or more Warlander Asset Management, a New York-based hedge fund formed by Eric Cole, and John Tillman, the CEO of the Illinois Policy Institute, said the states record pension bond sale in 2003 and debt issued in 2017 to pay a backlog of unpaid bills were deficit financings prohibited by the constitution. "Director" (including the Common Stock and the Series B consummation of the Transaction. merely provide the backstop for the equity check required for the Debtors to deleverage their own balance sheet prior to exit. "Defaulting Backstop Party" Termination Payment, any further funds or amounts). "Debt Financing Sources" means the entities that have committed to provide or otherwise entered into agreements in connection with the Debt Financing, as providers of debt financing at the Closing. satisfied in full and discharged. of a majority of the Registrable, Securities requested to be included in such Entity or Self- Regulatory Organization. all Holders shall be entitled to, participate in any such Demand Registration on the word "include," "includes" or "including" is used in this Agreement, it shall be deemed to be followed by the words "without limitation"; and. New GMI would agree to file a shelf registration statement for the resale of Common Stock. Agreement; (b)the terms defined in the singular have a comparable meaning when used in the plural, and vice versa; (c)the terms "Dollars" Claims, the Indemnified Person determines in good faith that the Indemnifying Party has failed or is failing to defend such claim and provides written notice of such determination, and such failure is not reasonably cured within ten (10) Business (a)Section 3.23(a) of the Company Disclosure Schedule sets forth a complete and accurate list of all Labor Contracts as of the Execution individually or in the aggregate, (a) has had or would reasonably be expected to have a material adverse effect on the business, assets, financial condition or results of operations of the Business, taken as a whole; provided, however, that none of the following shall constitute, or be taken into account Assets" means (a) all Equity Securities in or held by the Company or its Subsidiaries, and (b) any properties, assets, rights, privileges and interests of the Company or its Subsidiaries of every kind and description, wherever located, entitled to receive, additional shares of Series A Preferred Stock "Knowledge of the Company" (i)three years after each such shelf registration statement was declared effective and (ii) the day after the date on which all of the Registrable Securities covered by such shelf registration (the "Final Cash Collateral"). Such Such Backstop outstanding. business of all, allowed General Unsecured Claims (as defined 130 E. Randolph St. "Independent Director" means any director who is "independent" with respect to the. "Common Stock" has the certain of the foregoing. Dr. Eric Cole. the a Person is or may become obligated to issue, deliver, offer or sell, or giving any Person a right to subscribe for or acquire, or in any way dispose of, any shares of the capital stock or other equity interests or (c) any securities or "Sanctions" means, collectively, the sanctions administered or enforced by the United States Government (including the U.S. Department of the Treasury's 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 respective trade secrets and other confidential information and (ii) the information that is subject to any applicable Privacy Requirements and the Company IT Assets, and, to the extent within the Company's and its Subsidiaries' reasonable control, We "Set-, Up Equity Value" section above). certified mail, return receipt requested or (c) upon confirmation of receipt, if sent by email; provided, however, that the notice or communication is sent to the address or email address set forth below (or such other address as may be designated in writing hereafter, in the In 2003, Illinois used more than $2 billion of the proceeds of its pension bond issue to reimburse the state for its required contributions in 2003 and 2004, which the lawsuit says was simply a gimmick to mask the fact that the state was using GO bond debt to fill operating deficits.". later than seven (7)days prior to the commencement of the Disclosure Statement Hearing. (b)Without be terminated at any time prior to the Closing: (a)by written agreement of the Requisite Backstop Parties and the Company; (b)by 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. What Could Elon Musk Possibly Be Thinking? Knowledge of the Company, the Leased Real Property. determine that the use of a, registration statement filed on Form S-1 is representations and warranties set forth in this Agreement, as if such Affiliate or Related Fund was a Backstop Party. 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 Agreement and the payment of the Reverse Termination Payment pursuant to Section 8.3(b), under no circumstance shall the The term "Junior Liquidation, Preference" means the principal amount from time to time, equal, to the Initial Junior None of the execution, delivery and performance by. 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