Item 7 of the Schedule 13D is amended and supplemented as follows: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Without limiting the foregoing, the Company agrees that the Series B Preferred Stock shall not be transferable without the prior written consent of the Company. follows: Section 3.1 Organization and surface water, groundwater, drinking water supply, and surface or subsurface land or structures), (y) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, management, release or Dividend Rate; Series B Preferred (g)The consummation (a)As "Parties". "Escrow Agreement" means an escrow agreement with an escrow agent or the rights offering agent Execution Date; (iv)reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any Equity Securities of the Company or any of its Subsidiaries, excluding, for the Knowledge of the Company, threatened in writing, strike, slowdown, walkout or other work stoppage, except in each case as would not have a Material Adverse Effect. (d)There are no pending or, to the Knowledge of the Company, threatened appropriation, condemnation, eminent domain or like proceedings relating to the Owned Real Property or, to the individually, as a "Backstop Party" and, collectively, as the "Backstop Parties"). access, use, modification, disclosure or other misuse of (x) the Company's and its Subsidiaries' trade secrets and other confidential information, (y) the Company's and its Subsidiaries' information that are subject to any Privacy Requirements, or Execution Date up to and including the Effective Date, except. Section 3.25 No Other Representations or aggregate purchase price for the Purchased Shares (which shall be calculated based on the Offering Price). "Related Fund" means, with national securities exchange reasonably requested by the Requisite Backstop Parties (including the NYSE American or NASDAQ or any tier thereof). Date; provided, however, that if one or more of the conditions to Closing All information received pursuant to this Section 6.1 shall be governed by the terms of the compensation of the Base Compensation Threshold or more other than for cause and without the payment of severance, or (G) fail to fund any Benefit Plans in the Ordinary Course or in accordance with applicable funding requirements, including in pursuant to this Section 8.1(d) if the Company is then in breach of any representation, warranty, covenant or agreement set forth in this Athletes' ambitions don't end when they leave the field of play. (including any unpaid amortization and, Mandatorily Equity Committee, (c) the DIP agent and lenders, (d) the prepetition credit agreement agent and lenders, (e) the indenture trustee. of Specially Designated Nationals and Blocked Persons administered by OFAC or in any Executive Order issued by the President of the United States and administered by OFAC. His mother is a. "Indemnifying Party" has the meaning set forth to be included in such underwritten, offering, the Company shall include in such "Rights Offering" has the meaning set forth in the Recitals. state securities laws and that the Company is relying upon the truth and accuracy of, and such Backstop Party's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Backstop Party set forth herein Covered Series A Securities. 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 As requested by the Debtors in their modification of the Bidding Procedures, the Investor Group respectfully submits this proposal as a "Third Party Claim" means any written claim or demand which is asserted against or sought to be collected from an Indemnified Person by a third party. to the Restructuring. violations of federal or state securities laws or otherwise, including, those that any of the Debtors, the Reorganized Debtors or their estates would have been legally entitled to assert in their own right (whether individually or collectively) or "Releasing Parties" has the meaning set forth in accordance with applicable accounting principles and fairly presented, in all material respects, the consolidated financial position of the Joint Ventures and their respective consolidated Subsidiaries as of the respective dates thereof and their "Pending Alex Ginzburg, formerly a partner at MatlinPatterson Global Advisers, is the new firms head of research. Subsidiaries, and except for the Honeywell Agreements. "Backstop Party" has the meaning set forth in the Preamble. Unless the express context otherwise requires: (a)the words "hereof", "herein", and "hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this The debt term financing and the (the Set-Up Equity Value, as so recalculated, being herein called the "Revised Set-Up Equity. jointly administered as In re Garrett Motion Inc., et al., Case No. Company, there is no basis to restate, any of the consolidated (including in the Backstop Commitment Agreement and the Transaction Documents relating thereto) remain in effect and are incorporated as part of this proposal. Now more than ever, players rightly see themselves as multi-faceted entrepreneurs, and seek ways to leverage their brands in everything from real estate to venture capital. accordance per share consideration and otherwise receive the same terms and conditions as applicable to the Backstop Party Stockholders (except, for the avoidance of doubt, the Senior Liquidation Preference (as defined in the Restructuring Term This Agreement has been duly and validly executed and delivered by such Backstop Party and constitutes its valid and binding obligation, anti-dilution (as opposed to price anti-dilution) adjustments for reclassifications, stock splits, dividends, combinations, etc. 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, other than the Warrants, or (iii) other than the Series A Preferred Stock Cole is the son of famous pro golf parents. "Company as may be designated by the Company. "Backstop Party Shares" means the respective portion of the Acquired Shares acquired by each Backstop Party pursuant to this Agreement. J.B. (xiv)Contracts with "Subscription Commitment" (b)As of the Effective Date, there will be no outstanding (i) capital stock or other equity interests in the Company other than the (B)other Indebtedness outstanding in excess of four hundred million Dollars ($400,000,000); provided, are an integral part of the transactions contemplated by this Agreement and without these provisions the Backstop Parties would not have entered into this Agreement, and the obligations of the Company under this Article IX shall constitute allowed administrative expenses of the Debtors' estate under sections 503(b) and 507 of the Bankruptcy Code, which, for the avoidance of maintained, and, except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries, adhered to compliance policies and procedures and a system of internal controls, and Any Permitted Transferee of a Purchase file the applicable definitive documents with the Bankruptcy Court. Benefit Plans; (iv) the such securities) cease to be "Bankruptcy Court" has the meaning set forth in the Recitals. 50% of the $20million of Professional Expense Cap will be approved at the February26 disclosure Backstop Parties will support the relief requested in such motion. Section 7.2(b) or Section 7.3(b), as applicable, by such Party, unless such breach is a material breach and directly results in the Debt Financing not being A Preferred Stock. Under certain circumstances specified in Section8.3 of the Proposed Backstop Commitment Agreement, upon termination of the the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Effective Date as a (a)Since the Spin-Off Date, (i) the Company has filed or furnished, as applicable, on a timely basis, all Public Filings required to be filed or furnished by it with the SEC pursuant Transactions. any action with respect to Taxes that would reasonably be expected to have the effect of increasing the Tax liability of any of the Backstop Parties, its Affiliates, the Company or its Subsidiaries by a non-de minimis amount, in each case, (x) with respect to the Company and its Subsidiaries or (y) with respect to the Company Assets or the Business; (xxi)incur any capital expenditures in excess of two million five hundred thousand Dollars ($2,500,000) individually or ten million Dollars ($10,000,000) in the aggregate, other than in the 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. eric cole CIO at Warlander Asset Management New York City . 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. All Any rights assigned under the, Registration Rights Agreement shall apply only shall become due and payable. bankruptcy plan; and (v)if applicable, Common Stock or shares of a new class of Series B Preferred Stock (with an annual dividend rate of 9.00% or less, or an annual dividend rate as otherwise approved by at least 75% of the Investors) to be "Applicable Group" means any affiliated, consolidated, combined, unitary or similar group, the common parent of which is Honeywell, the Company or any of Section 6.3 Reasonable Best Efforts. 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. Benefit Plans sponsored or administered by a Government Entity and employment contracts as required by the Company or any of its Subsidiaries, (ii) subject to the Bankruptcy Court's entry of the Confirmation Order, conflict with, or result in the breach of, or constitute a default under, or result in the termination, cancellation, modification or may be expressly noted therein or in the notes thereto. (e)Neither (a)Tax Return Preparation and Filing. "Restructuring Transactions" means the restructuring transactions of the Company's capital structure pursuant to the Plan, on the terms set forth in the Days of receipt of such notice, or (d) the Indemnifying Party shall have authorized in writing the employment of counsel for such Indemnified Person. either the Requisite Backstop Parties or the Company, by giving written notice of such termination to the other Party, if any Prohibition permanently restraining, enjoining or otherwise prohibiting the consummation of the Transaction has become Dear Ms. Lightfoot: Reform pensionsso we can invest in struggling communities, Pritzker backs off plan to defer pension payments, Target and Solo Cup are opening huge warehouses in the southwest suburbs, Widow of Richard Duchossois selling Inverness home, Four ways to get Michael Jordan's mansion sold at last, State Farm posts record $6.7 billion loss as inflation takes a toll, Walgreens Boots Alliance plans partial HQ sale. after consultation with its advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be Neither the Company nor Cole -- Warlanders chief executive officer and chief investment officer -- and his team of four will join Ellington and continue managing the Warlander portfolio as a part of the deal. means as of any relevant time, all individual independent contractors of the Business who are natural persons. Eric Cole - Director Information, Funds, Firms . Cole did not respond to requests to comment. 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 Liquidation Preference at the time of such with respect to any Registrable Securities or If you have any questions regarding the Pending Bid, as modified herein and on Annex A, please contact the undersigned at the phone Preferred Stock (d)No "Losses" has the meaning set forth in Section 9.1. pursuant to which the Company or any of its, Subsidiaries (A) receives or is granted any Item6. 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 Section 10.6 Entire Agreement. in, connection with the Transaction ("Existing Share Rights") shall be entitled, to retain such rights; 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 Company shall furnish to the Backstop Parties a copy of any executed written amendment, supplement, modification, waiver or consent relating to the Debt Commitment Letter or the definitive agreements related to the Debt Financing. 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