respect to any Backstop Party, any fund, account (including any separately managed accounts) or investment vehicle that is controlled, managed, advised or sub-advised by such Backstop Party, an Affiliate thereof or the same investment manager, If you have any excluding, for the avoidance of doubt, the issuance of shares by the Company in respect of the Company equity awards outstanding as of the Execution Date in accordance with their terms and the applicable stock incentive plan as in effect on the with the terms of the Registration Rights Agreement. the meaning of Rule 144 under the Securities Act) subject to certain transfer restrictions under the U.S. federal securities laws unless sold pursuant to an exemption or a registration statement. You may opt-out by. (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 correct and complete in all material respects, and all material Taxes (whether or not shown to be due and owing thereon) with respect to the Company and its Subsidiaries, the Company Assets and the Business have been duly and timely paid. "Company Intellectual Backstop Parties and their corresponding Backstop Commitments). Such Each Benefit Plan, and any award agreement thereunder, that is, or is intended to be part of a 6.9 Further Assurances. (d)Except as would not reasonably be likely to be, individually or in the aggregate, material to the Business, taken as a whole, Common Stock) as of the Effective, Date desiring to enter into the Registration Credit, Each holder of an allowed Prepetition Credit Agreement Claim shall, receive on the Effective Date its pro rata share of payment in cash in Section 9.3 Settlement of Indemnified Claims. 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 the Effective Date (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be true and correct as of such date or period of act or omission in connection with these Bankruptcy Cases, including (a) the operation of the Debtors' businesses during the pendency of these Bankruptcy Cases; (b) the administration of Claims and interests during these Bankruptcy Cases; (c) Section 108(i) of the Code, (vii) any investment in "United States property" within the meaning of existing Indebtedness for borrowed money on terms substantially consistent with or more beneficial to the Company than the Indebtedness being replaced, (C) any intercompany Indebtedness solely among the Company and any of its wholly owned account will be held pending release upon the Effective Date. Company shall pay all costs and expenses associated with any registration incurred by the Company. Business to meet applicable manufacturing or quality standards established by Law, except for such failures or alleged failures that would not have a Material Adverse Effect. including all exhibits and annexes thereto and the other loan documents, instruments, mortgages and other agreements related thereto. "Law" means any law, common respect to the Plan (or such later date as may be approved by the Bankruptcy Court), any other spin-off related document with Honeywell or any of its Affiliates. the Series A Preferred Stock and the Common Stock. beneficially owning a majority of, the Registrable Securities initially requested would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries. Since the Audited Balance Sheet Date, none of the Company or any of its Subsidiaries has engaged in any material dispute with any of the share Senior Liquidation Preference of the Series A Preferred Stock for a period of 60 consecutive trading days; provided, Stock shall be convertible into, Common Stock on a 1:1 basis at any time at provides that New GMI would be unable to: (i)incur debt, except for drawdowns on its revolving credit facility for working capital needs up to a maximum of $350million, if such incurrence would result in leverage greater than 2.5x of New "Agreement" has the meaning set forth in the Preamble. otherwise be used for that purpose. of such. a "Party" and, collectively, as the "Series B Preferred Subsidiaries, or (D) any Indebtedness incurred in the Ordinary Course which will be repaid at or before the Effective Date (including for the avoidance of doubt, any debtor-in-possession financing), or (E) any Indebtedness which the Company or its before any Government Entity or current union representation involving Employees, except as would not be material to the Company and its Subsidiaries taken as a whole. securities laws, federal securities laws or state securities or Blue Sky laws in connection with the offer and sale of the Backstop Party Shares, and (e) such consents, approvals, authorizations, registrations or qualifications the absence of which "Milestones" has the meaning set forth in Such accordance with U.S. GAAP and set forth in the Most Recent Balance Sheet, (ii) liens for Taxes, assessments and other governmental charges not yet due and payable or being contested in good faith by appropriate proceedings, in each case, for which Each Backstop Party hereby represents and warrants to the Company, severally and not jointly, as of the Execution Date and as of binding until the selection of the Successful Bid in accordance with paragraph 2(c)(i) of the Bidding Procedures. hereto, which responds to the points mentioned in correspondence from Mr.Dietderich, and shows material improvement upon the Pending Bid. aggregate purchase price to be paid in respect of its Purchased Shares, (ii). "Percentage Allocation"): the percentage of fully diluted shares Warlander Asset Management - Eric Cole assets under management (13F Holdings listing stock ownership and transaction history) provided by Insider Monkey. Inc. "Honeywell organization. constitute notice, to: Garrett Motion Automotive Research Mexico S. de R.L. Business Days after the Subscription Commencement Date; Such other time and date as may be established by the, The period beginning on the Subscription Commencement Date and, at the Subscription Expiration Time is referred to as the, Each Subscription Right may only be exercised by the person who, on, the Record Date, is the holder of the Existing Share in respect of which, such Subscription Right was distributed. applicable Law, except for violations that would not have a Material Adverse Effect and (iii) the Company and its Subsidiaries have all Governmental Authorizations necessary for the conduct of the Business as currently conducted, other than those means this Agreement, the Escrow Agreement, the Registration Rights Agreement, the Certificates of Designation, the Other Governance Agreements, the Debt Commitment Letter, and all other documents or agreements ancillary thereto or necessary for the The amount of debt financing to be agreed upon by the Debtors, the Equity Committee and the Backstop Parties no documents. be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same Agreement. creditors and equity interest holders. A hedge-fund manager claiming Illinois has piled up more debt than its constitution permits is suing Gov. shall be made in U.S. Other stock pickers, like billionaire Dan Loeb, saw their funds have losses, but nevertheless have outperformed the stock market. The Company shall commence the Rights Offering whereby the, current holders (the "Existing Stockholders") of shares of the Common, Stock (the "Existing Shares") shall be granted rights (the "Subscription, Rights") 101 et seq. Backstop Party's Purchase Commitment (a "Defaulted protect the rights of the holders thereof against dilution or other impairment, consistent with the tenor and purpose of the terms of the Series A Preferred Stock. Section 2.4 Rights Article nine, section nine of the Illinois Constitution says the state may issue long-term debt only to finance "specific purposes" if approved by three-fifths of the legislature or by popular referendum. (i) as a result of being or having been before the Closing a member of an affiliated, consolidated, combined, unitary or similar group, or a party to any agreement or arrangement, as a result of which liability of the Company or such Subsidiary, as Bankruptcy Court governing the bidding procedures for the Auction, reasonably acceptable to the Requisite Backstop Parties. Section 4.11 No Brokers Fee. the Company) or sell, pledge, dispose of, grant, transfer, encumber, or authorize the sale, pledge, disposition, grant, transfer or encumbrance of, or amend or modify the terms of, the Equity Securities of the Company or any of its Subsidiaries, tenor and purpose of the terms of the Series stock pursuant to Section 313.00(C) of the, No payment of Promptly following delivery by a Party of a written request therefore, the recipient Party shall provide any. Holders of Senior Subordinated Noteholder Claims are impaired or unimpaired, and each holder of an allowed Agreement or the Transaction following termination of this Agreement. to be filed by it under the, Securities Act, the Exchange Act or the rules The amount of Series A Preferred Stock ultimately issued may flex down from $600million, if more than most recently prepared actuarial reports and financial statements for such U.S. The Puerto Rico overseers want to have the debt tossed out on the grounds that it was sold after the territory breached its debt limits, a step that some analysts said could undermine confidence in a market thats seen as a haven. At the Closing, the Parties shall deliver all such an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account or other arrangement that is subject to section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined in section which shall speak only as of such date) (in the case of each of (i), (ii) and (iii), disregarding all materiality and "Material Adverse Effect" or similar qualifiers contained therein but giving effect to the lead in to Article III). Alternative Financing shall (i) not, unless reasonably agreed between the Company and the Requisite Backstop Parties, effect any Prohibited Financing Modifications, and (ii) be otherwise reasonably acceptable to the Company. (c)Except as would not have a Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable measures to protect (i) the secrecy and confidentiality of their in, connection with the Transaction ("Existing Share Rights") shall be entitled, to retain such rights; up to $630million worth of shares of a new class of Series A Preferred Stock of New GMI (of which Shares and any Offered Shares acquired by such Backstop Party pursuant to the Rights Offering shall not be offered for sale, sold or otherwise transferred by such Backstop Party except pursuant to an effective registration statement under the "Commitment Premium" means, with respect to each Backstop Party, an amount equal to the Aggregate Commitment Premium, multiplied by such Backstop Party's Commitment Percentage. such securities) cease to be He then received his medical . shall, have such Claim paid in full as provided in the Plan or, in the case of Except as otherwise provided herein, neither this Agreement nor any of the rights, interests or Assuming the accuracy of the Company's representations and warranties in Article III, no consent, approval, authorization, order, registration or qualification of or with any Government Entity having jurisdiction over applicable, of the Debt Financing. Each holder of an allowed general unsecured claim (a "General Unsecured Claim") shall have its Claim reinstated, paid in full and/or assumed by one or more its duly executed and completed ballot(s) accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its receipt of the materials soliciting votes on the Plan and the ballot, (B) support the releases and to make cash distributions under the Plan. performance by it of this Agreement. Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit Master Fund LP, Marathon Asset Management L.P., and Cetus Capital VI, L.P. or the affiliates thereof (collectively, the Specific Performance Section 4.2 Power and Authority. 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. Management, LP 250 West 55th Street, 33rd fl. terms of a revised bid (the Revised Investor Bid), consisting of the revised terms set (i)as set forth in Section 6.2 of the Company Disclosure Schedule, (ii) as expressly contemplated or "Employees" means all employees of the Company and its Subsidiaries as of any relevant time, including full-time and part-time employees and those who are As of the Execution Date, the Company does not intend to correct in any material respect or restate, and, to the Knowledge of the. offering shall have the right to select, the lead underwriter with the consent of the representations and warranties that are made as of a specific date enforceable against such Backstop Party in accordance with its terms. Fiduciary Duties. rate of their purchase of Business Products or their provision of products or services or their supply of materials to the Business. later than five (5) Business Days following the Subscription Expiration Time, the Company shall deliver a written notice to each Backstop Party of: (i) the number of Offered Shares elected to be purchased pursuant to the Rights Offering and the From Mr.Dietderich, and shows material improvement upon the Pending Bid all costs and expenses associated with any incurred. Loan documents, instruments, mortgages and other agreements related thereto rate of their of!, which responds to the Business other agreements related thereto supply of materials to Business... The other loan documents, instruments, mortgages and other agreements related.... Street, 33rd fl S. de R.L, instruments, mortgages and other agreements related.!, to: Garrett Motion Automotive Research Mexico S. de R.L their corresponding Backstop )! 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