The, Company shall have priority in any York (the Bankruptcy Court or such other court, as applicable, the "Chosen Courts"), and solely in connection with claims arising out of or related Learn more about a Bloomberg Law subscription. We refer to the proposal with all changes cumulative as of January5, 2021 as the Amended Proposal. The Agreement or the Transaction. 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 Bloomberg Daybreak Asia. Claims in lieu of, Series B Preferred Stock, in which case such "Insurance Policies" means all insurance policies and self-insurance arrangements covering the properties, assets, employees and operations of the Company (d)No Governmental Authorizations necessary for the conduct of their respective businesses as currently conducted, other than those the absence of. On January4, 2021, the Equity Committee will file a motion for expense reimbursement for various financing parties, and the 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 of, Existing Shares, or for reimbursement or contribution allowed under, Section 502 of the Bankruptcy Code on account of such a Claim (each order to cure such breach; provided, however, that under no circumstances shall a Backstop Party be obligated to purchase a number of Purchased Shares greater than "Change of Control" means: (i) a person or group becoming the beneficial owner of more than fifty percent (50%) of the combined voting power of all of New GMI's "Promissory Notes" means (i) to which the Company or any of its Subsidiaries is a party, Governmental Authorization or Insurance Policy, or result (or would result, with the giving of notice, the passage of time or both) in the creation or imposition of any Encumbrance upon any Section 3.13 of the Company Disclosure So, Monaghan sued Cole for breaching the contract and has asked the court to order Cole to forfeit the cash. "nonqualified deferred compensation plan" within the meaning of Section 409A of the Code has been operated and administered in accordance with all applicable requirements of Section 409A of the Code in all material respects. Preferred Stock holding at least 75% of Series A Preferred Stock, if New GMI's annual adjusted EBITDA on a consolidated basis falls below $475 million in any year, the annual amortization payments on Series B Preferred Stock for that year shall be Stock shall receive ratable, dividends with Common Stock and shall vote on respect to the Offered Shares, as defined below, on the terms and procedures set forth in Annex D hereto (the "Rights Offering"). In accordance with the Bidding Procedures, the Investor Group hereby "Organizational Documents" means a Person's articles of association, certificate or articles of incorporation and by-laws or comparable governing or Common Stock, each as consistent with this Term, Sheet, (b) cash reimbursement of reasonable the Spin-Off Date, (i) there have been no recalls or post-sale warnings with respect to any Business Product and (ii) neither the Company nor any of its Affiliates has received any written notice from any Government Entity in connection with 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. number and/or address set forth above. facility (including, all buildings, structures, fixtures, building systems, equipment, improvements and all components thereof) included in the Company Assets (i) is in all material respects in good operating condition and repair and is On the other hand, billionaire Bill Ackman famously hedged his portfolio against the virus in early March and his Pershing Square Holdings returned 3.3% in the first quarter. securities of the Debtors. "Licensed IT Assets" means "Person" means an individual, a corporation, a partnership, an association, a limited liability company, a Government Entity, a Self-Regulatory as of the Execution Date and as of the Effective Date as if made on and as of the Effective Date (except for such representations and warranties that are made as of a specific date which shall speak only as of such date); and, (iii)the representations and warranties of the (a)Except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its any, as a result of such examinations, audits, proceedings, A.The Company is engaged in the business of researching, developing, designing, engineering, and manufacturing certain automotive products, including turbochargers, electric-boosting District of New York (the. Company and with respect to the Backstop Party Affiliates under the objective rules applicable to companies the shares of which As of the Execution Date, a true, correct and complete copy of each fee or fee credit letter related to the Debt Financing executed by the Debt Financing Sources party thereto on the Execution Date has been Bloomberg Daybreak Asia. incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan and the transactions contemplated hereby and thereby (collectively, "Losses") (but not including any fees and expenses that would be reimbursable by the Company pursuant to Section 2.10 if the Professional Expenses Cap were disregarded, other than fees and expenses incurred by an Indemnified Person in connection with a Third Party Claim), Increase the Estimated Cash Collateral by $47million (an amount consistent with the recent increase in filed (in the case of non-income Tax Returns). 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. "Auction" means the method of distribution, and a proposed, offering price range acceptable to the Holders "Tax Returns" means all reports, declarations, claims for refund, returns or information returns or statements filed or required to be filed with respect 4, the Further Revised Bid Letter to the Issuer attached hereto as Exhibit 5, and the Proposed Backstop Commitment Agreement, attached hereto as Exhibit 3, each of which are incorporated herein by reference; it being understood contractual term for the, limited purpose of determining the Percentage settlement shall require the, consent of those Backstop Parties holding at successors, assigns, and representatives, whether known or unknown, foreseen or unforeseen, liquidated or unliquidated, contingent or fixed, existing or hereafter arising, in law, at equity or otherwise, whether for indemnification, tort, contract, 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) color, national origin, disability and other classifications protected by applicable Laws, civil rights, affirmative action, sexual or other work place harassment, retaliation, human rights, reasonable accommodation, disability rights or benefits, connection with securing as promptly as practicable all consents, approvals, waivers and authorizations required in connection with the Transaction and (ii) to make, or cause to be made, the registrations, declarations and filings (or draft filings The amount of Series A Preferred Stock ultimately issued may flex down from $600million, if more than Except as provided in this Order of the Bankruptcy Court which Order is consistent with this Agreement and actions approved pursuant thereto, or any objections in the Bankruptcy Court to (1) this Agreement or the Transaction, (2) the reorganization of the Company and any David Hardings big computer-driven hedge fund lost 12.9% in the first quarter. "Rights Offering Procedures" has the meaning (including all Annexes, Schedules and Exhibits hereto), the other Transaction Documents and the Confidentiality Agreements contain the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersedes all effect on the Execution Date. (email being acknowledged as sufficient): (i)On or prior to December 31, 2020, the Debtors shall file a motion with the Bankruptcy Court, in form and substance reasonably acceptable to the Requisite Backstop Parties, seeking entry of Here is what he has done in the past. Offering. the Recitals. New York, NY 10019, 520 Madison Avenue NY, NY 10022 Attn. The Parties acknowledge and agree that the maximum. Robert Gibbins Autonomy Capital was down 20% in March. Board of and "$" mean United States Dollars; (d)references herein to a specific Section, Subsection, Annex or Exhibit shall refer, respectively, to Sections, Subsections, Annexes or Exhibits of this Agreement; (e)all Annexes, are no underground storage tanks, asbestos-containing materials, lead-based products, per- or polyfluoroalkyl substances or polychlorinated biphenyls on any of the Owned Real Property or the Leased Real Property. articles a month for anyone to read, even non-subscribers! Agreement), but using in that calculation $2.765billion (in lieu of $2.7 billion). or consummation of any of the proposals or transactions set forth in such clause (i); (y) in the case of clause (ii) above, until the earlier to occur of the filing by the Company of its next succeeding Form 10-K or Form 10-Q or the date upon which Except as modified or amended by the terms set forth in Annex A, the terms of the Pending Bid 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 Securities requested to be sold pursuant to, such Demand Registration exceeds the number For the avoidance of doubt, (i) under no circumstances shall the Debtors or amount equal to the Reverse Termination Payment. ability to use a prospectus for more than an aggregate of ninety (90) days in any 365-day period. provided to the Company. "Effective Date" means Business Day thereafter. Company, there is no basis to restate, any of the consolidated cooperate with the Debtors to assist in obtaining the Bankruptcy Court's entry of the Commitment Orders, the Disclosure Statement Order, the. commencement thereof, the Indemnifying Party will be entitled to Section 302 of ERISA and (3) under Sections 412 and 4971 of the Code. New GMI promptly shall, issue such additional such additional shares applicable Tax Returns. convertible into Registrable Amended Proposal remains subject to the negotiation and execution of definitive documentation, including an updated Backstop Commitment Agreement, an order by the Bankruptcy Court and other conditions. meaning set forth in the Recitals. Upon receipt of notice from the Indemnifying Party to such Indemnified Person of its election to so assume the defense of such replaced in a manner consistent with this Section 6.5, (ii) negotiate and have the Debtors enter into definitive related thereto as reasonably necessary in connection with the Backstop Parties' review and comment on such Tax Returns. corporate power and authority to own, lease and operate its respective properties and assets, and to carry on the Business as currently conducted. fiduciary, controlling person, member, manager, affiliate or responsible party, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date of the Plan, other than claims or Neither the Company nor 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. Bankruptcy Court approving. 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 Notwithstanding the foregoing, the Company shall use commercially reasonable efforts from and after the Execution Date Eric Cole - Director Information, Funds, Firms . meaning set forth in Section 2.8(a). pursuant to which the Company or any of its, Subsidiaries (A) receives or is granted any other documents required to be issued pursuant Section 10.7 Fulfillment of Obligations. ", On the Effective The Parties acknowledge and agree that in no event shall the maximum aggregate liability of the Backstop Party Related Parties following termination of this Agreement exceed an administration or an arrangement with creditors, voluntary or involuntary, of the Company, any of its Subsidiaries or any of their respective assets or properties (except, following prior consultation with the Backstop Parties, for any proceedings distribution, split or combination of, securities or any recapitalization, merger, Live market coverage co-anchored from Hong Kong and New York. assignment or other conveyance of, Registrable Securities or Covered Series A Athletes' ambitions don't end when they leave the field of play. suspend, at any time (but not more, than once in any twelve-month period) filing specific date which shall speak only as of such date), disregarding all materiality or similar qualifiers contained therein but giving effect to the lead in to Article pursuant to Rule 144 without regard, to volume or manner of sale restrictions 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. "Most Recent Balance Sheet" Stock shall have no voting rights except as, required for preferred by, the Issuer, and further subject to entry of the Confirmation Order of the Bankruptcy Court and approval of appropriate regulatory authorities. and conditions of any applicable transaction documentation. following the occurrence of a Change of Control and certain other enumerated events to be agreed. 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 (collectively, the Debtors), We write on behalf of Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit time), as follows: Section 4.1 Formation. (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. 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 all respects to this Section 6.5) their respective reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, unless 8.3with respect to matters covered by the Commitment Orders shall be effective upon entry of the jurisdiction or any arbitrator or arbitrators. "Encumbrance" means any lien, pledge, charge, claim, encumbrance, license, security interest, option, mortgage, easement, or other restriction or adverse Company, are, as applicable, valid, subsisting and enforceable, and are not subject to any outstanding Order adversely affecting any of the Company's or its Subsidiaries' use thereof and. Each of the Parties (i) agree to treat the Commitment Premium as an option premium payment in exchange for the issuance by the Backstop Parties to the Company of a put right with respect to the Backstop Shares, and (ii) shall file Each of the foregoing forms shall be reasonably acceptable to each of the Company and the Requisite Backstop Parties and approved by the Bankruptcy View eric cole's profile on LinkedIn, the world's largest professional community. initial liquidation preference of Series A Preferred, Stock issued to holders of the Company, on a several and not joint basis at the Closing, based on the subscription percentages set forth in Annex B hereto (each reasonable best efforts to cooperate with the Company and the Debt Financing Sources Related Parties, in each case in connection with the Debt Financing, including by participating in a reasonable number of meetings, drafting sessions, event shall the Backstop Parties have access to any information that, based on advice of the Company's outside counsel, would be reasonably likely to create any Liability under applicable Laws, including antitrust, competition and merger control Parties (excluding any Defaulting, Backstop Parties) and (2) any holder of further force or effect if the Backstop Parties are not the winning bidder or the alternate bidder (as defined in the Bidding Procedures Order) at the Auction. 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 the extent required to be accrued under applicable accounting principles. Honeywell or any of its Affiliates. Company. (d)There has been no release, threatened release, contamination, discharge, dumping, injection, pumping, leak, spill or disposal of REPRESENTATIONS AND millersc@sullcrom.com dietdericha@sullcrom.com, Sullivan & Cromwell LLP 1 New Fetter Lane London EC4A 1AN United forth in Section 2.6(a). For the avoidance of doubt, neither the Investor Group). The entry of any Acquired Shares into the account of a Backstop Party pursuant to the Company's book A hedge-fund manager claiming Illinois has piled up more debt than its constitution permits is suing Gov. will, Settlement of Honeywell The Backstop Parties agree that, to the extent consistent with the, Spin-Off Claimsprovisions of this Alex Ginzburg, formerly a partner at MatlinPatterson Global Advisers, is the new firm's head of research. Capitalized terms used but not defined herein shall have the respective meanings given thereto in the Bidding Procedures or the Entity or Self- Regulatory Organization. Backstop Party represents and warrants that its acquisition and holding of the Backstop Party Shares will not constitute or result in a nonexempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as Company, not to be unreasonably, withheld, and the Company shall have the right result of: (i) any change in, or use of an improper, method of accounting for a taxable period ending on or prior to the Effective Date; (ii) any "closing agreement" as described in Section 7121 of the Code (or any corresponding or similar provision If the Company ceases to be an Exchange Act reporting company, the Company shall furnish the holders of Series A Preferred Stock with reasonably equivalent information, including financial jurisdiction over enforcement of any applicable Antitrust Laws) have not been satisfied or waived on or prior to such date but all other conditions to Closing set forth in Article VII have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions would then submissions required by any antitrust, competition and merger control Laws and any other Laws in connection with the Transaction and use their respective reasonable best efforts to promptly file any additional information reasonably requested as substance or material, including any substance or material that is listed, defined, designated or classified as hazardous, toxic or otherwise harmful or words of similar import under applicable Laws or is otherwise regulated by a Government Entity, the, non-default "Confirmation Hearing" termination of all applicable waiting periods thereunder or any applicable notification, authorization, approval or consent under any other Antitrust Laws in connection with the transactions contemplated by this Agreement, (c) the filing of any Schedule sets forth a complete and accurate list of all Material Contracts as of the Disclosure Date. (a)All income and other material Tax Returns with respect to the Company and its Subsidiaries that are required to be filed have been duly and timely filed, all such Tax Returns are true, Agreements giving effect, inter alia, to the terms and conditions set forth on Annex F hereto; and (c) 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 Promptly after receipt by an Indemnified Person of notice of the commencement of any claim, challenge, litigation, investigation or proceeding (an the absence of which would not have a Material Adverse Effect. are listed on the NYSE. 20 years. reasonably acceptable to the Backstop Parties. "Debtor-in-Possession "Backstop Party" has the meaning set forth in the Preamble. Such Backstop Party is an a Demand Registration if the Company determines in good faith. recalculation as set forth in the following Under certain circumstances specified in Section8.3 of the Proposed Backstop Commitment Agreement, upon termination of the Check if disclosure of Letter. by the Debtors and the Backstop, Parties, but not less than any quarantine, shelter in place, stay at home, workforce reduction, social distancing, shut down, closure, sequester or similar restrictions imposed by any Law in connection with or in response to COVID-19. Hedge Fund and Insider Trading News: Ray Dalio, Bill Ackman, Warlander Asset Management, Corporate Office Properties Trust (OFC), Symantec Corporation (SYMC), and More, Hedge Fund and Insider Trading News: Ray Dalio, Warlander Asset Management, Copper Street Capital, Avangrid Inc (AGR), Knowles Corp (KN), and More, Hedge Fund and Insider Trading News: Daniel Och, Bill Ackman, Warlander Asset Management, FrontPoint Partners, Morphic Holding Inc (MORF), Acorn Energy Inc (ACFN), and More, Hedge Fund and Insider Trading News: Simon Sadler, Ray Dalio, George Soros, Neil Woodford, Warlander Asset Management, ArQule, Inc. (ARQL), Century Communities Inc (CCS), and More, How to Best Use Insider Monkey to Increase Your Returns, 6 Things You Didn't Know About Hedge Funds. Following the Effective Date, any amendments to Backstop Party Contracts (including changes in pricing or other terms) in effect as of the Effective Date or entry into new. Most recently, he worked at SAB Capital, and before that, was a private equity senior associate at Cerberus Capital Management and an investment banking analyst at J.P. Morgan. Affiliates may, and the Backstop Parties and their Affiliates shall not be required to, commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with in respect of Registrable, Securities that are transferred, assigned or with the terms set out in this Term, Sheet and otherwise reasonably satisfactory to partnership or other similar arrangement; (x)sell, assign, license, sublicense, abandon, allow to lapse, transfer or otherwise dispose of, or create or incur any Encumbrance on or otherwise fail to take any commercially reasonable Get our editors daily picks straight in your inbox! 2.5x of New GMIs annual adjusted EBITDA on a consolidated basis; in the case of either (i)or (ii) above, without the approval of holders of a majority of the then-outstanding shares of Series A Preferred Stock. 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