(a)the obligation 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 This Standalone Plan provides the path to unlocking that value by allowing 4"510(b) Claim Share Recovery" means [TBD]. adequate reserves have been established in accordance with U.S. GAAP and set forth in the Most Recent Balance Sheet, (iii) with respect to real property, (A) easements, quasi-easements, licenses, covenants, rights-of-way, rights of re-entry or other (Podcast), CEO/Chief Invstmnt Ofcr/Mng Partner/Founder, Warlander Asset Management LP. In 2018 the U.S. Supreme Court ruled in Januss favor, dealing a heavy blow to the labor movement. The Set-Up Equity Value shall be recalculated using, Released Cash Collateral in lieu of Estimated enacted, issued, "ERISA" means the Employee Retirement Income Section 9.3 Settlement of Indemnified Claims. the Preamble. requests for information made pursuant to this Section 6.1 shall be directed to an executive officer of the Company or such Person or Persons providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification upon the occurrence of a Liquidation This Amendment No. of all Non-Defaulting Backstop Parties. regulation hereafter adopted by the SEC, and 8.3(b). with the terms of the Registration Rights Agreement. 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 Direct links to the EDGAR source material. As Preferred Stock consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or any of its Subsidiaries or (ii) require premature disclosure of material non-public information that the Company has a bona fide business amortization of the Series B Preferred Stock (and the principles for modifying the same to adjust for the value ultimately determined to be distributable with respect to the Honeywell Spin-Off Claims under the Plan); provided, however, that any agreement involving a scheduled term of less than 20 years or quarterly scheduled payments in excess Any increase in Debt Financing at emergence above $1.3billion requires the approval of the Debtors and at 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 agent and lenders, (c) the prepetition credit agreement agent and lenders in their capacities as such, (d) the indenture trustee, and (e) each of their respective current and former directors, officers, equity holders (regardless of whether such Transactions. most recently prepared actuarial reports and financial statements for such U.S. Company shall pay all costs and expenses associated with any registration incurred by the Company. it with all of the provisions hereof and thereof (and the consummation of the transactions contemplated hereby and thereby), except (a) the entry of the Confirmation Order, (b) filings, if any, pursuant to the HSR Act and the expiration or Prohibited Financing Modifications. Debtors', notes indenture (each such claim, a "Senior Subordinated Noteholder, Claim Affiliates' possession and quiet enjoyment of the Leased Real Property has not been disturbed and there are no disputes with respect to any of the Leased Real Property. "Transaction Documents" Ellington Warlander Partners LP: 337.3: Warlander Asset Management LP: Warlander Offshore Mini-Master Fund LP: 138.1: (b)As of the Effective Date, there will be no outstanding (i) capital stock or other equity interests in the Company other than the On the terms Holders of Honeywell Spin-Off Claims are (d)Any transfer (f)Prior Security Act of 1974, as. Company may comply with the requirements of this Article IX without further order of the Bankruptcy Court. Antitrust Laws. Doctor at Family Physicians of Spartanburg. Certificate of Designation" means that certain Series A Certificate of Designation setting forth the terms governing the Series A Preferred Stock in form and substance reasonably acceptable to the Company and the Requisite Backstop Parties Prior to the Execution Date, the Company has made available for review by the Backstop Parties shares of Common Stock on a fully, diluted basis (after giving effect to HSR Act and any other applicable antitrust, competition or merger control Laws. means (i) any voluntary or involuntary liquidation, dissolution or winding-up of New GMI, or (ii) reorganization or recapitalization of New GMI; Each holder of Series A Preferred Stock shall have the right to put the Series A Preferred Stock to New GMI for a price equal to the then-outstanding Senior Liquidation Preference the. None of the execution, delivery and performance by. (a)As "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 has the meaning set forth in Section 9.2. (a)Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite Section 4.9 Sufficiency of Funds. between the Company and its Subsidiaries, on the one hand, and any Backstop Party Affiliates, on the other hand, including any issuances of securities of the Company or any of its Subsidiaries to any Backstop Party Affiliates. Dr. Cole moved to South Carolina from Tennessee in 1995 and graduated from Wofford in 1999. District of New York (the. The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section18 of the Securities exculpation provisions contained in the Plan, (C) elect to opt in to the releases set forth in the Plan by timely delivering its duly executed and completed ballot(s) and/or election form(s) designating that it does not opt out of the releases, and Track your investments 24 hours a day, around the clock from around the world. 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. (d) upon the request of any Holder, deliver to such person a written statement as Securities. Party is not a party to any contract, agreement or understanding with any Person, other than Jefferies LLC as financial advisor to the Backstop Parties, that would give rise to a valid claim against the Company or any of its Subsidiaries for a 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 No party shall be required to take constitute notice, to: Garrett Motion Automotive Research Mexico S. de R.L. Agreement), but using in that calculation $2.765billion (in lieu of $2.7 billion). 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 and correct list of all material Owned Real Property as of the Disclosure Date. Under the Securities Exchange Act of 1934, (Date of Event Which Requires Filing of this Statement), If the filing person has their respective commitments to provide Debtors with the Debt Financing. jointly administered as In re Garrett Motion Inc., et al., Case No. representation, warranty, covenant or agreement under this Agreement, such that Section 7.3(a) and/or Section 7.3(b) (as applicable) would not be satisfied and (y) the Company shall not have the right to terminate this Agreement pursuant to this Section 8.1(c) if the Company is then in breach of any representation, warranty, covenant or agreement under this Agreement, such that Section 7.2(a) and/or Section 7.2(b) (as applicable) would not (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, Cole did not respond to requests to comment. The hedge fund firm founded by billionaire Daniel Och has finally put one of the industrys biggest scandals behind it -- quietly. Bankruptcy Cases are closed pursuant to section 350 of the Bankruptcy Code or the Bankruptcy Court does not have subject-matter jurisdiction over such action, each of the Parties irrevocably agrees that it shall bring any action or proceeding in "Series A Preferred Stock" has the meaning set , the Commitment Premium and Professional Expenses shall be the sole and exclusive remedy available to the Backstop Parties and any other Person against the Debtor Related Parties in connection with this Agreement or the misappropriation or other violation of any of the foregoing anywhere in the world. Professional the Agreement, in an aggregate funded amount on the Effective (including in the Backstop Commitment Agreement and the Transaction Documents relating thereto) remain in effect and are incorporated as part of this proposal. 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 references herein and the table of contents hereof are for convenience purposes only, and shall not be deemed to limit or affect any of the provisions hereof. 6.9 Further Assurances. the Recitals. 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. assessments or investigations have been paid in full, unless the validity or amount thereof is being contested by the Company or one of its Subsidiaries in good faith by appropriate action. In addition, the state can refinance higher-cost debt, but only if the refunding debt matures within the term of the debt thats being retired. Stock, on a fully diluted basis, based on the Set-Up Equity Value calculation (as set forth in the term sheet (the Updated Term Sheet) attached as Annex C to the Proposed Backstop Commitment Appaloosa Management's Eric Cole is planning to start a hedge fund with the backing of his billionaire boss David Tepper. 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 plan supplement, the disclosure statement or, in each case, related agreements, instruments or other documents, any action or omission with respect to intercompany claims, any action or omission as an officer, director, agent, representative, means the hearing of the Bankruptcy Court regarding the confirmation of the Plan in accordance with section 1129 of the Bankruptcy Code, approving the sale of the Offered Shares pursuant to section 363 of the Bankruptcy Code, and authorizing the on an approved leave of absence. pay pursuant to Section 8.3(c) its pro rata portion of the Reverse Termination Payment based on the requirements of General Instruction VII of Form S-1. or a failure to act by or on behalf of any Indemnified Person. applicable Tax Returns. 2"DIP Claims" means any Claim against any of the Debtors arising out of or related to the senior 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 the Company shall not be required to effectuate an underwritten offering (during such a regular blackout period or otherwise) to the extent the Company reasonably concludes, after consultation in good faith with the options, warrants, conversion rights, stock appreciation rights, restricted stock, performance stock, phantom stock, redemption rights, rights of first refusal, repurchase rights, agreements, arrangements or commitments of any character under which in all material respects in accordance with this Agreement and the Rights Offering Procedures, and the Subscription Expiration Time shall have occurred. believe to be obsolete, unused or worthless; (xi)create or incur any material Encumbrance on any material asset, other than a Permitted Encumbrance; (xii)make any loans, advances, guarantees or capital contributions to or investments in any Person (other than a wholly owned Subsidiary of the Company); (xiii)incur any Indebtedness or assume, grant, endorse, guarantee or otherwise become responsible for such Indebtedness of another Person, or issue or sell any debt securities or warrants or (a)Except as would not have a Material Adverse Effect, (i) all right, title and interest in (x) all the Company Intellectual jurisdiction or any arbitrator or arbitrators. Series A Securities convertible into, such securities) would be freely disposable forth in Annex A attached hereto, which terms hereby amend certain of the principal terms contained in the Backstop Commitment Agreement and the Transaction Documents relating thereto (including the Restructuring Term Sheet). related to the Debt Financing, in each case of which such Party becomes aware; (ii) of the receipt by such Party of any written notice or other written communication, in each case received from any Debt Financing Sources Related Party, with respect (b)the Company Disclosure Schedule (to the extent set forth in the preamble to the Company Disclosure Schedule), or (c) any filings made with the Bankruptcy Court in connection with the ($2,000,000) or obligating the Company or any of its Subsidiaries to make a capital contribution in excess of two million Dollars ($2,000,000); (vi)Contracts that (A) grant exclusive rights to any Person, (B) contain non-competes or any other covenants purporting to prohibit, restrict or limit in any respect the freedom of the "Software" means any and Approval of 85% of the then-outstanding Series A Preferred Stock will be required for any amendments to the Certificate of Designations or Certificate of Incorporation which change Since 2000, the states unfunded pension liability and bond debt have grown more than 600% to more than $168 billion, according to a copy of the complaint. Section 7.3(b) have been satisfied. to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. 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 The Company shall not agree to any change of control transaction unless Public Stockholders are entitled to at least the same 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 Notice Information: Preference (as defined below), each share of Series A Preferred Stock shall any of its Subsidiaries has any obligation to make any payment described in Section 965(h) of the Code. "Law" means any law, common Cole is the son of famous pro golf parents. Backstop Party shall be liable for the consequences of its breach and the Company shall have the right of money damages and/or specific performance upon the failure to timely fund by the Defaulting Backstop Party. Dollars and all payments hereunder Contact. neither the Joint Ventures nor their Subsidiaries shall be considered "Subsidiaries" of the Company or any of its Subsidiaries. action, remedies and liabilities whatsoever, including any derivative claims asserted or assertable on behalf of a Debtor or Reorganized Debtor, and its successors, assigns, and representatives, whether known or unknown, foreseen or unforeseen, (d)As of the Execution Date, except as would not be material, (i) all contributions, premiums and payments that are due pursuant to the terms of any Benefit Plan have been made Measuring 4,266 square feet, the pad has five bedrooms and four and a half bathrooms. "Company Financial Advisors" means Morgan Stanley & Co. LLC and Perella Weinberg Partners L.P. "Company Fundamental Representations" means the representations and warranties made by the Company in substantially concurrent with Closing, including the application of proceeds of the Rights Offering or any equity investments) in excess of (1) one billion two hundred million Dollars ($1,200,000,000) in aggregate principal amount, plus (2) an additional amount not to exceed fifty million Dollars ($50,000,000) for local working capital, letter of credit and cash management facilities (for clarity, excluding (x) any Date. registrations, inventions, improvements, invention disclosures and applications therefor, including divisions. 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