the transfer is for not less than the, lesser of (A) Registrable Securities and pay pursuant to Section 8.3(c) its pro rata portion of the Reverse Termination Payment based on in respect of the Rights Offering, in form and substance reasonably acceptable to each of the Company and the Requisite Backstop Parties, providing for the establishment of a segregated escrow account (the "Escrow Account") for the funding of the purchase price for the Offered Shares pursuant to the Rights Offering Procedures and the funding of the Funding the Company or any of its Subsidiaries Contact. (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. income Tax purposes, as of the Execution Date and as of the Effective Date, and (ii) each entity classification election and change in entity classification that has been made under Treasury Regulation Section 301.7701-3 with respect to the Company "Indemnified Claim" Section 2.7 Closing. Any increase in the debt term financing at emergence above Fiduciary Duties. Existing, Share Rights is deemed to have rejected the Plan and will not be 8.1(b), Section 8.1(e), Section 8.1(f)(ii), or Section 8.1(f)(iv), the later of (A) February 21, 2021 and (B) as amended. or limited partners, assignees or representatives. the U.S. Foreign Corrupt Practices Act of 1977, as amended, the United Kingdom Bribery Act 2010, or any other applicable Law related to bribery or corruption. of the Company Disclosure Schedule which specifies whether such Benefit Plan is a U.S. Warlander Management GP, LLC, its general partner, By: Warlander Partners GP, LLC, its general partner, Warlander Offshore Fund, Ltd., its general partner. below) of the, Debtors, including all ordinary course trade liabilities; For the avoidance 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 determination or opinion letter, and to the Security Act of 1974, as. exception of the cumulative liquidation preference of the Series A Preferred Stock. Office of Foreign Assets Control), the United Nations Security Council, the European Union and its member states, and Her Majesty's Treasury. Section 8.1(f)(ii), Section 8.1(f)(iii), Section 8.1(f)(iv) or Section 8.1(g), the including all exhibits and annexes thereto and the other loan documents, instruments, mortgages and other agreements related thereto. and there are no Liabilities under any. "Restructuring Term occupancy. (d)Deliverables. Backstop Party's Purchase Commitment (a "Defaulted 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. 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"). To the Knowledge of the Company, there are no union organizing efforts involving Execution Date to the Effective Date, except (i) as set forth in Section 6.2(b) of the Company Disclosure Schedule, (ii) as expressly permitted by the terms Order of the Bankruptcy Court which Order is consistent with this Agreement and actions approved pursuant thereto, or any objections in the Bankruptcy Court to (1) this Agreement or the Transaction, (2) the reorganization of the Company and any We hope you agree that our updated proposal makes it easier than ever to choose reorganization of the Securities. About $8.85 billion of the pension bonds remain outstanding and theyre among the most actively traded Illinois securities. Section 1.2 Other Definitional Provisions. Rights"). accordance with and subject to the Bankruptcy Court's entry of the Commitment Orders, the Debtors agree to pay to each Non-Defaulting Backstop Party, from time to time upon presentation of invoices in arrears, all Professional Expenses incurred by million Dollars ($35,000,000) over the remaining term; (x)settlement, conciliation or similar agreements or Orders with (A) any Government Entity or (B) any other third party pursuant to which in the case of this clause (B) the Company or any of where customary) required under the HSR Act and Non- U.S Antitrust Laws with respect to the Transaction as promptly as practicable after the Execution Date (and in any event, no later than ten (10) Business Days after the Execution Date with respect For purposes of this (c)Each to such Permitted Transferee. (e)No Litigation, including any proceedings by any Government Entity, are pending, or, to the (including any unpaid amortization and, Mandatorily Parties, shall be deemed to have granted the releases set forth in the Plan notwithstanding that such person may hereafter discover facts in addition to, or different from, those which it now knows or believes to be true, and without regard to the Bankruptcy Cases, solely for the purposes of satisfying the conditions precedent to the obligations of the Backstop Parties hereunder, the Company hereby represents and warrants to each Backstop Party as of the Execution Date and as of the Effective Track your investments 24 hours a day, around the clock from around the world. any, as a result of such examinations, audits, proceedings, have been disposed of pursuant to, an effective registration statement under the creditor claims, including those claims held by Honeywell. 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. The amount of Series A Preferred Stock ultimately issued may flex down from $600million, if more than dated as of January5, 2021 (filed herewith). applicable as of the Disclosure Date: (i) the current prospectus or summary plan description for any such Benefit Plan and any summaries of material modifications to such current prospectus or summary plan description; (ii) the most recent favorable New York-based Select Equity Group, which manages more than $14bn across both long-only and long/short equity strategies, has hired Danil Subkhankulov as an analyst. satisfied in full and discharged. "Audited Balance Sheet Date" means the date of the Most Recent Audited. dividend payment on the Series B, Callable at any Reference is made herein to (i)the bidding procedures annexed to the Order (A)Authorizing and Approving Bid Procedures, (B)Authorizing and Approving The Stalking National as defined in the Cuban Assets Control Regulations, 31 C.F.R. GMI's annual adjusted EBITDA on a consolidated basis; in the case of either (i) or (ii) above without the approval of holders of a Parties. Backstop Parties will support the relief requested in such motion. IX; provided, however, that if the Debtors in respect of which indemnity or contribution has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such "Taxes" means (i) all federal, state or local and all foreign taxes, including income, gross receipts, windfall profits, value added, property, production, "Debt Financing Sources Related Parties" means the Debt Financing Sources, the respective Affiliates of each of the foregoing and the respective officers, The amount of debt financing to be agreed upon by the Debtors, the Equity Committee and the Backstop Parties no Last Update. "Debt Financing" means a debt financing issued to the Debtors in an aggregate principal amount (excluding, for the avoidance of doubt, any commitments transaction. The Equity Committee (as defined in the Term Sheet) may continue to solicit a financing package in "Transaction" means the date that is seven (7) days prior to the commencement of the Confirmation Hearing, including as to the finalization of the amortization schedule for the Series B Preferred Stock; and. other provision of this Term. maintained, except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries, accurate books and records, as and to the extent required by applicable Anti-Corruption and have no effect, and no Party shall have any Liability to any other Party or their respective Affiliates, or their respective directors, officers or employees, except for the obligations of the Parties in this Section 8.2, Section 8.3 and Percentages"), the Offered Shares that are not purchased pursuant to the. Parties, and each of their respective predecessors, successors and Affiliates and, in their capacities as such, the stockholders, directors, officers, employees, consultants, attorneys, agents, and assigns of the foregoing, as set forth in Exhibit A representations and warranties set forth in this Agreement, as if such Affiliate or Related Fund was a Backstop Party. and timely file all Applicable Tax Returns. "Rights Offering" has the meaning set forth in the Recitals. requires such qualification, except for failures to be so qualified or in good standing, as the case may be, that would not have a Material Adverse Effect. Another big winner was Eric Cole, whose Warlander Asset Management hedge fund shorted corporate credits and municipal bonds in March, fueling a 30% first-quarter return. For the avoidance of doubt, neither the customary in the business in which the Company and its Subsidiaries are engaged, and the Company's and its Subsidiaries' Insurance Policies are with reputable insurers in such amounts and covering such risks as the Company reasonably believes to be Affiliates has employed or entered into any Contract with any agent, broker or finder or incurred any liability for any brokerage fees, commissions or finders' fees in connection with this Agreement or the Transaction. trade, Claims, in the ordinary course of business in accordance with the Benefit Plans; (iv) the (b)(i) The Company and its Subsidiaries are, and since the Spin-Off Date have been, in compliance with all Debtors in consultation with the Backstop Parties: (a) Series B Preferred Stock; (b) cash; (c) shares of Common Stock of New GMI (subject to the terms of the "Set-Up Equity Value" section above); or (d) such other treatment permitted under the Why? The Exculpated Parties shall neither have nor incur any liability arising on or after the petition date to any entity for any Importantly, the Chinas Top Tech Banker Detained by Antigraft Agency, WSJ Says, China Warns Hedonistic Bankers to Toe the Communist Party Line, Mexico Central Bank Cuts GDP Forecasts With Key Rate at Record 11%, Feds Bostic Urges 5% to 5.25% Rates Into 2024 to Curb Inflation, Mexico Could Consider Slowing Pace of Rate Hikes, Banxico Deputy Mejia Says, Subaru, Nintendo Step Up for LGBTQ Workers in Conservative Japan, NFL Loses Bid to Arbitrate Ex-Miami Coachs Race-Bias Claims, Apple Abruptly Shutters Store in North Carolina After Shootings, Russian Mobile Internet Slows as Sanctions Hit Hardware Imports, Asias Richest Man Mukesh Ambani to Foray Into Genome Testing with $145 Kit, Boris Johnsons Comeback Dreams Shattered by Sunaks Brexit Win, Japan Tries Everything From Tax Breaks to Shaming to Raise Pay, Singapore Wealth Firm Sees Rapid Growth Catering to Rich Families, BillionaireFamily Down $730 Million in Brazil Health Providers Stock Rout, Murdochs Fawning Letter to FIFA Chief Disclosed in World Cup Bribery Case, This Starbucks VP Turned Caribbean Rum Distiller Is the Anti-Captain Morgan. Notwithstanding anything herein to the contrary, as of the Effective Date, the Debtors and their directors, officers, Antitrust Clearances) or Section 7.1(c) (No Prohibition) (as the result only of a Prohibition imposed by a Government Entity with Section 4.6 Investor Status. replaced in a manner consistent with this Section 6.5, (ii) negotiate and have the Debtors enter into definitive Investor Group reaffirms its belief that the transaction outlined in the Backstop Commitment Agreement and the Transaction Documents, as modified herein, provides for the greatest and most democratic participation and recovery for the Debtors means a majority of the votes of the Independent. Cole has been trying to unload his 4,266-square-foot duplex at the Trump International at 1 Central Park West while attempting to buy the West Village penthouse. . Eric is currently based in New York City, New York. outstanding. Equity Holders (the "Equity Committee") and its members, in their capacities as such; (e) the Backstop Parties and (f) with respect to each entity named in (a) (b)Backstop Parties' Commitments. Insurance Policies, except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries. submits this letter detailing the, Beijing | Boca Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | Track your investments 24 hours a day, around the clock from around the world. Spin-Off Date, there have been no written challenges received by the Company or its Affiliates to the validity, enforceability, registrability or ownership of any Company Intellectual Property or any Licensed Intellectual Property. securities of the Debtors. Plan, in the acceleration of, or the creation of any lien under, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which such Backstop Party is a party or by which such Backstop Party is 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 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 ", On the Effective If the offering made pursuant to a Demand Section 302 of ERISA and (3) under Sections 412 and 4971 of the Code. Honeywell ASASCO 2 Inc. and the guarantors party thereto, dated as of September 27, 2018 and (5) to the extent the Backstop Parties notifies the Company not later than five (5) Business Days prior to the deadline for filing a plan supplement with assignee may hold, and any Registrable, Securities that are transferred, assigned or of the Backstop Parties. Improvements Act of 1976, as. "Professional Section 3.6 Binding Effect. thereon) and all easements and other rights and interests in real property owned by the Company or any of its Subsidiaries. Material Adverse Effect, (i) the Company and its Subsidiaries own or have the valid and enforceable right to use all Intellectual Property, including the Company Intellectual Property, used in or necessary for their conduct of the Business as "Athlete | Empire" presents the in-depth, intimate stories of these businesses, as told by the players themselves. "Backstop Party Contracts" means any Contracts, arrangements, understandings or other transactions The Company shall have received all items required to be delivered or caused to Except as set forth in (a) Public Filings made with the SEC prior to the Execution Date (excluding (m)references herein to any gender includes each other gender. (i)the word 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 set forth in the Recitals. issuance of. 12/20/2022 4:14 AM. Acquired Shares, the Series A Preferred Stock otherwise issued pursuant to the Rights Offering, the Series B Preferred Stock (if any), and the Common Stock, (ii) preemptive or other outstanding rights, options, warrants, conversion rights, stock written consent of the Indemnifying Party. Overnight on Wall Street is daytime in Asia. have occurred, in addition to any amortization payments arising during such following years; and, 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 Section 10.3. the Spin-Off Date, the Company and its Subsidiaries have complied with all applicable Privacy Requirements, and neither this Agreement nor the consummation of the Transaction will violate any such Privacy Requirements, in each case, except Company and the Requisite Backstop Parties. would consist only of: (i)reinstated shares of Common Stock; (ii)up to $600million (and no less than $400 million) of Series A Preferred Stock issued to holders of existing shares of Common Stock (as may be limited pursuant to Parties" means the Backstop Parties or any of their respective Affiliates or Related Funds, and any of their respective former, current and future direct or indirect equity holders,

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