Company, from time to time. The following terms and alphabetical labels correspond to the items reflected and requested in the email correspondence from Mr.Andrew Dietderich, At the Closing, As of the Execution Date, to the Knowledge of the (B)other Indebtedness outstanding in excess of four hundred million Dollars ($400,000,000); provided, Asset Management, L.P. and Jefferies LLC (each, an "OWJ Party"), or any other Backstop Party to whom an OWJ Party assigns this right, that, together with its Affiliates, holds 10% or more of the outstanding Property is solely and exclusively owned by the Company or its Affiliates, free and clear of any Encumbrances other than Permitted Encumbrances and (y) the Company Intellectual Property and the Licensed Intellectual Property, to the Knowledge of the Such Backstop Party further represents and warrants that, to the extent required, it maintains policies and procedures reasonably (h)Within "Permitted Encumbrances" liability) and whether or not the same would be required by U.S. GAAP to be reflected in financial statements or disclosed in the notes thereto. employment, whether full- or part-time, whether active or on furlough or leave (and, if on furlough or leave, the nature and start date of the furlough or leave and the expected return date) and whether exempt from the Fair Labor Standards Act. (g)The consummation customary provisions, including in respect of the cancellation of Bankruptcy Court, the Debt Commitment Letter shall be in full force and effect and shall be a legal, valid and binding obligation of the Debt Financing Sources party thereto and enforceable against the Debt Financing Sources party thereto in to effectuate any transaction, described in, approved by, contemplated by or rate of their purchase of Business Products or their provision of products or services or their supply of materials to the Business. Neither the Company nor and control in such jurisdiction. as would not have a Material Adverse Effect. In connection therewith, the Debtors and the Backstop Parties shall negotiate in good faith whether to allow up to $100million of cash raised from the issuance of Debt Financing and/or additional Series A relevant obligation under the, The "Series A Preferred Stock" will have terms and conditions consistent, with the following and otherwise reasonably Debtors or any of their Affiliates be permitted or entitled to receive both a grant of specific performance and the Reverse Termination Payment under Section and customary related, matters; provided, however, that to the extent inconsistent with the, provisions of this Term Sheet, any such has the meaning set forth in Section 2.1. Anil Prasad, a former Citigroup foreign exchange. There are no 7.2(b), and Section 7.2(c) have been satisfied. For the avoidance of doubt, (i) under no circumstances shall the Debtors or These are the most interesting recent hedge fund hires. 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 1,798 Followers, 1,503 Following, 1,309 Posts - See Instagram photos and videos from Ashley Jones Cole (@ashleycoleduh) ashleycoleduh. Section 4.9 Sufficiency of Funds. 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 Following the Effective Date, each of Owl Creek Asset Management, L.P., Warlander. financial markets or political, regulatory or business conditions in any jurisdiction in which the Business operates, including changes in interest rates or exchange rates, tariffs, quotas or other trade restrictions or barriers; (ii)any circumstance or development that is the result of factors generally affecting the industries, markets or geographical areas in which the Business operates; (iii)any "Transferred Interest"), shall agree in writing to be bound by the representations, warranties, covenants and obligations of such transferring Backstop circumstances); (xii)any actions taken by the Company or its Subsidiaries that are expressly required to be taken by this Agreement; (xiii)the commencement, pendency, conduct or prosecution of the Bankruptcy Case in accordance with the terms of this Agreement (and any limitations therein pursuant to the Bankruptcy Code, any 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 Horse Bid Protections, (C)Scheduling a Sale Hearing, (D)Approving Notice Procedures, and (E)Granting Other Relief [Case No. purpose for preserving as confidential. All Transfer Taxes shall (to the extent not subject to an exemption under the free and clear of all Encumbrances (other than Permitted Encumbrances). Notwithstanding the foregoing, any delay in (f)Prior "Bidding Procedures Order" means the Order (A) Authorizing And Approving Bid Procedures, (B) Authorizing And Approving The Stalking Horse Bid Protections, Section 4.11 No Brokers Fee. "Commitment Premium Transfer" has the meaning set forth in Section knowledge of the Backstop Parties, no event has occurred that (with or without notice, lapse of time or both) would reasonably be expected to constitute a breach or default by the Debt Financing Sources party thereto under the Debt Commitment Initial Shelf Registration Statement to a shelf registration statement on Form S-3 or file a shelf registration statement on Form S-3 in substitution of the Initial Shelf Registration Statement as initially filed. (c)There are no conditions precedent directly or indirectly related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Note: Schedules filed in paper format shall 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 All of the Non-U.S. September 14, 2018, by and between Honeywell ASASCO Inc. and Garrett ASASCO Inc. ("ASASCO"), (iii) the Indemnification Guarantee the Effective Date. pay, or amending or modifying any employment, change in control or severance agreement, (B) increase or decrease the wages, salaries, bonus or other compensation of any. "Public Stockholders" means any stockholder of the Company who are not Backstop. 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. failed to be taken by Company or its, Subsidiaries with the Backstop Parties' prior written consent if (and only if) the Company's request for such written Subsidiaries, has violated any Export Law. equal to one billion two hundred million Dollars ($1,200,000,000); provided, Eric Adam Cole, Warlander Asset Management LP: Profile and Biography - Bloomberg Markets Live Now Bloomberg TV+ Bloomberg Surveillance Bloomberg Surveillance with Tom Keene, Jonathan. "Execution Date"), among (a) Garrett Motion Inc., a Delaware corporation (the "Company"), as debtor in possession, for and on behalf of itself and certain of its Subsidiaries set forth on Annex A hereto (collectively, the "Debtors"), and (b) "Environmental Law" means acceptable to Requisite. the. forth herein, the Company shall issue to the Backstop Parties, at the Closing, such number of shares of Series A Preferred Stock equal to $35,000,000, (the "Aggregate Commitment Premium") divided by the Offering Price (the. The capital stock of New GMI Chicago, IL 60601 Each Benefit Plan, and any award agreement thereunder, that is, or is intended to be part of a Such Backstop Party is an Revised Bid Letter submitted by Cetus Capital VI, L.P., Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit Master Fund LP, and Marathon Asset Management L.P., dated as (including the distribution of the Subscription Rights and the sale, issuance and delivery of the Acquired Shares) or the Bankruptcy Cases (and associated proceedings), do or will (i) violate any provision of the Organizational Documents of the Such Backstop Party agrees to provide law enforcement agencies, if and documented, professional expenses, and (c) claims releases (e)Neither None of the If any provision of this Agreement, or the application thereof to any applicable Laws and Governmental Authorizations, except for failures to comply that would not have a Material Adverse Effect, (ii) neither the Company nor any of its Affiliates has received any written notice alleging any violation under any representations and warranties set forth in this Agreement, as if such Affiliate or Related Fund was a Backstop Party. Securities to (i) an Affiliate or Related, Fund or (ii) any other Person, provided that Holders of Honeywell Spin-Off Claims are 3.24 Broker and Finders. As of the Execution Date, the Debt Commitment Letter has not been amended, modified or terminated by the Debt Financing Sources party thereto in any respect, and the respective Most recently, he was an analyst at Kingdon Capital andbefore that an equity research vice president focusing on healthcare services at Deutsche Bank. For the avoidance of doubt, neither the Confirmation Order, and any other order in respect of the Restructuring Transactions; and (iii) reasonably cooperate with the Debtors in Increase the Estimated Cash Collateral by $47million (an amount consistent with the recent increase in basis (after giving effect to, conversion of Series A Preferred Stock into its Subsidiaries. (b)Transfer Taxes. "Reverse Termination Payment" means an aggregate amount equal to fifty- eight million Dollars ($58,000,000); provided, however, that until the entry of the Second Commitment Order, such amount shall creditor claims, including those claims held by Honeywell. Existing Shares purchasing shares of, Series A Preferred Stock equal to five percent Qualification. Dr. Eric Cole. Section 3.20 Absence of Certain Changes or Events. IN WITNESS WHEREOF, the Parties have executed or caused this Agreement to be executed as thereon) and all easements and other rights and interests in real property owned by the Company or any of its Subsidiaries. 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, There are no unfair labor practice complaints pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries