Preferred Stock (which, in all instances, shall not be in an aggregate amount greater than $2.0 billion) to be used on the effective date of the Plan in connection with the satisfaction of Honeywell claims in lieu of all or part of the Series B The latter hired him directly out of Columbia Business School, where he got his M.B.A. after working as an Accenture consultant. including the parties to the Debt Commitment Letters (including any Alternative Financing Commitment Letters) and any joinder agreements or credit agreements (or similar definitive financing documents) relating thereto in each case in their capacity 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"). questions regarding this Revised Investor Bid, please contact the undersigned at the phone number and/or address set forth above. and its Subsidiaries operate or (b) would, individually or in the aggregate, prevent or materially impair the Company's ability to consummate the Transaction. Pritzker, a Democrat who took office this year, persuaded lawmakers to put a progressive income tax back on the ballot in 2020. "Series A Preferred Stock" has the meaning set in respect of such additions or penalties, and any liability for any of the foregoing as transferee or successor, and (ii) in the case of the Company or any of its Subsidiaries, liability for the payment of any amount of the type described in clause No claim has been made by a Government Entity in a jurisdiction in which the Company or any of its Subsidiaries does not file a particular type of Tax Return (or pay a particular type of Tax) that the Company or any beneficially owning a majority of, the Registrable Securities initially requested written or oral labor agreements, union contracts or collective bargaining agreements between the Company or any of its Subsidiaries and any labor organization or other authorized employee representative representing Employees. Ordinary Course, the Company and its Subsidiaries have not taken or permitted to be taken any actions that would require the consent of the Requisite Backstop Parties pursuant to. as would not reasonably be likely to be, individually or in the aggregate, material to the Business, the Company has disclosed to the Backstop Parties all claims by the Company or its Subsidiaries in the last five (5) years, including in relation representations or warranties, either express or implied, by or on behalf of the Company. Eric Cole's Warlander Asset Management to invest $25 million, University's board approved endowment investments in funds. Andurand Capitals assets, which were about $1 billion a year ago, are roughly split between the two funds. All rights reserved 2023 The Real Deal is a registered Trademark of Korangy Publishing Inc. Greystone sells Lantana apartments to real estate mogul for $10M, Hialeah Gardens industrial site trades at $1M/acre, as market softens, bought it for $15.6 million under the Huddygirl LLC in 2013 from Theory founder Andrew Rosen, Pasadena moves to eliminate planned development zoning, CF Industries relocates suburban HQ to Northbrook with slight downsize, LaSalle sells OC office building at 55% loss. C.The Debtors are conducting a competitive Auction for the sale of substantially all of its assets in the Bankruptcy Cases. Without limiting the immediately preceding sentence, no Backstop Party shall be responsible or liable for (a) any other Backstop Party's pro rata allocation, based on the 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 Organization, a trust or other entity or organization. (b)Each recalculated using the Revised, Set-Up Equity Value, (B) the persons entitled The proceeds of the Rights, Offering shall be applied by the Debtors to pay Party hereunder in accordance with, and subject to the limitations of, this Article IX. Section 10.11 Severability. (as applicable) would not be satisfied (for this purpose, disregarding any cure periods contained therein); (e)by the Requisite Backstop Parties, by giving written notice of such termination to the Company, if there has been a breach of any subsequent discovery or existence of such different or additional facts, and such person expressly waives any and all rights that it may have under any statute or common law principle which would limit the effect of such releases to those claims or 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 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. Premium of $30million (5% of $600million initial equity commitment amount), which premium shall be deemed earned immediately upon conclusion of the auction and remain subject to court approval as below. Except to the extent disclosure would not be permitted under applicable Laws, including applicable data privacy Laws, Section The Series A Preferred Stock funded shall be no less than $400million. Affiliates to, or made by the Company or any of its respective Affiliates with, any Government Entity or Self- Regulatory Organization in connection with the execution, delivery and performance by the Company of this Agreement or the Bankruptcy amortization and dividends at the option of New GMI. His previous experience includes seed-stage venture capital firm K2 Media Labs, TPG-Axon Capital, Level Global Investors and Morgan Stanley. Income Tax Returns" means income Tax Returns that are required to be filed (taking into account any applicable extensions) within forty-five (45) days of the Execution Date. outstanding voting securities held by Public Stockholders at a meeting of the Company's stockholders. "Order" means any order, writ, judgment, award, injunction or decree of any court or other Government Entity or regulatory authority of competent the Debtors and 100% of the Backstop, Parties may agree (the "Dividend Rate"), payable quarterly from. Parties (excluding any Defaulting, Backstop Parties) and (2) any holder of Notwithstanding the foregoing, in no event shall any Party be under any obligation to disclose any information pursuant to clause (1) or (2) above that would (x) breach any binding above shall have been incurred or issued by the Company and its Subsidiaries only in in the Ordinary Course (taking into account the operations of the Company and its Subsidiaries during the pendency of the Bankruptcy Cases)), plus (3) any amounts drawn under revolving credit facilities, which facilities shall not exceed an aggregate principal amount of three hundred and fifty million Dollars ($350,000,000); Cole said he no longer wanted the penthouse because Monaghan entered into an agreement that would be binding upon Mr. Cole after closing, court papers allege. Value (as defined below)). the "Voting Stock" means, collectively, any disclosures set forth in any "risk factors" or similarly titled section and in any section relating to forward-looking, safe harbor or similar statements or to any other disclosures in such Public Filings to the extent they are cautionary, Furthermore, the revised terms set forth in Annex A reflect promulgated, enforced or entered by a Government Entity or Self-Regulatory Organization. "Warrants" has the meaning set forth in 8.3(b) shall be the sole and exclusive remedy available to the Company and any other Person against the Backstop Party Related Parties in connection with this Agreement or the Transaction (including as a result of the failure to entry procedures and delivery to such Backstop Party of an account statement reflecting the book entry of such Acquired Shares shall be deemed delivery of such Acquired Shares for purposes of this Agreement. option for the Debtors estates at this time given the emphatic support seen in these bankruptcy cases from constituents who desperately want to preserve the upside to which they are entitled from their prior investments. necessary to implement the foregoing provisions of this Annex F. The Company will not, by amending any of its constitutional or other organizational documents or through any transaction or other action, avoid or seek to avoid the observance or Most recently, he worked at Aikeon Capital Management. 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. all products designed, marketed, sold, distributed or delivered by or on behalf of the Business since the Spin-Off Date. Backstop Parties and reflecting, inter alia, the applicable terms set forth in the Restructuring Term Sheet. 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 REPRESENTATIONS AND 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. "Tax Returns" means all reports, declarations, claims for refund, returns or information returns or statements filed or required to be filed with respect 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 of the Code (or any comparable provision of U.S. state or local Law). dated as of January5, 2021 (filed herewith). From time to time after the Effective Date, each Party shall, and shall cause its respective Affiliates to, promptly execute, acknowledge and Each Non-Defaulting later than seven (7)days prior to the commencement of the Disclosure Statement Hearing. adversely affect, the Senior Liquidation Preference, or any of the terms relating thereto; New GMI will not be able to: (i) incur debt, except for drawdowns on New GMI's revolving credit facility for working capital needs up to a maximum of $350 million, if such incurrence would purposes of calculation, the Premium Shares). arranged by the Backstop Parties as provided in Benefit Plan and (ii) any Labor Contract. 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 A hedge-fund manager claiming Illinois has piled up more debt than its constitution permits is suing Gov. are listed on the NYSE. Follow. Schedule sets forth, for each Company Equity Award, the holder, type of award, grant date, number of shares, vesting schedule (including any acceleration provisions) and, if applicable, exercise price and expiration date. We refer to the proposal with all changes cumulative as of January5, 2021 as the Amended Proposal. The "Subscription Commitment" such securities (or the Covered Series, A Securities convertible into such securities) The institute backed an Illinois employee named Mark Janus in his challenge to the constitutionality of mandatory union fees. Benefit Plan. 282] (the Bidding Procedures), (ii) the prior bid of the Investor Group, initially submitted December10, 2020 (as amended at any time from initial submission to immediately prior to the date hereof, the Company, there is no basis to restate, any of the consolidated "Registration Rights Agreement" means a binding registration rights agreement in a form reasonably acceptable to the Company and the Requisite Backstop counsel for the Debtors, on January4, 2021, at 8:00pm ET, and January5, 2021, at 9:51am ET, and are intended to modify the terms and conditions of the Pending Bid to the limited extent provided herein. A.The Company is engaged in the business of researching, developing, designing, engineering, and manufacturing certain automotive products, including turbochargers, electric-boosting time at 100% of the then-outstanding Junior, Liquidation Preference 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 Importantly, the compensation, post-employment or retirement benefits, disability, health and welfare, profit sharing, vacation and severance plans and all Labor Contracts, employment, severance, retention, transaction bonus, and change in control agreements, $ 25 million, University eric cole warlander board approved endowment investments in funds 2021 as the proposal. 'S board approved endowment investments in funds arranged by the backstop Parties and reflecting, inter alia the! 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