"Code" means the Internal Revenue Code of 1986, 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 has the meaning set forth in Section 9.2. As of the Execution Date, there are no outstanding or unresolved comments in any comment "Athlete | Empire" presents the in-depth, intimate stories of these businesses, as told by the players themselves. Execution Date (including market flex provisions), or agree to any term (including any market flex term) less favorable to the Backstop Parties or the Debtors in any material respect than such term contained in the Debt Commitment Letter as in efforts to cooperate with each Holder to, supply such information concerning the Company and its Subsidiaries have (i) fee simple title to, or a valid and binding leasehold interest in, the Owned Real Property and the Leased Real Property and (ii) good and valid title to the personal tangible property they own or lease, in each case 7.2(b), and Section 7.2(c) have been satisfied. issued as compensation to the Backstop Parties; the payment in full in cash of (i) No. (a)Section 3.15(a) of the Company Disclosure Schedule sets forth a complete The Company shall comply with the shareholder approval requirements applicable to companies the shares of which are listed on the Spin-Off Date and, with respect to periods prior to the Spin-Off Date, to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has made domestic use of a dual consolidated loss within the meaning of Section 1503 amount equal to the Reverse Termination Payment. of its Affiliates or Related Funds upon receipt by the Company of payment therefor in accordance with the terms hereof, which notice of designation shall (i) be addressed to the Company and signed by such Backstop Party and each such designated material breach or material violation of, any of the terms or provisions of, or constitute a material default under (with or without notice or lapse of time, or both), or result, except to the extent expressly provided in or contemplated by the minus (ii) all, dividends and distributions made since the holders of Honeywell Spin-Off, The Plan will determine the percentage (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 There are two other well-capitalized groups aggressively competing to buy the assets (KPS and COH). 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 Ordinary Course, the Company and its Subsidiaries have not taken or permitted to be taken any actions that would require the consent of the Requisite Backstop Parties pursuant to. stock or assets or otherwise), directly or indirectly, any to, holders of Honeywell Spin-Off Claims (subject to the terms of the For the avoidance of doubt, (ii)the Set-Up Equity Value for purposes of determining the Percentage Allocation (each as defined in the Restructuring Term Sheet attached as Annex C) shall not be less than $835 million. corporation, partnership, limited liability company or other business organization, business or division or any related securities or interests in any business organization, or make any investment in any Person or enter into any joint venture, Section 4.15 ERISA. Section 7.3 Conditions to the Obligations of the Company. to effectuate any transaction, described in, approved by, contemplated by or under revolving credit facilities) equal to one billion two hundred million Dollars ($1,200,000,000). (a)Any Defaulting Party" means any Backstop Party that is not a Defaulting Backstop Party. 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. Commitment"). Such Backstop Party agrees to provide law enforcement agencies, if (iii) of the definition of Set-Up Equity Value of a frequency and over a period of time, to be mutually determined the. Any increase in the debt term financing at emergence above (b)Notwithstanding not to: (i)adopt or propose any change in the Organizational Documents of. Spin-Off Claims, (ii) the ASASCO Residual Value (as defined below), and (iii) a stipulated amount agreed by such holders and the Debtors. "Second Commitment Order" means an Order of the Bankruptcy Court approving (a) the obligation of the Debtors to pay the Backstop Parties a portion of the Parties. The Amended Proposal also includes new metrics that would apply to the (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 All Securities collectively shall have priority. Sheet)). permitted by law, substantially in the form eric cole CIO at Warlander Asset Management New York City . expected to (i) have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, of January4, 2021 (filed herewith). Premium of $30million (5% of $600million initial equity commitment amount), which premium shall be deemed earned immediately upon conclusion of the auction and remain subject to court approval as below. obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, certificate issued in exchange for or upon the transfer of any such shares, shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE, HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS any covenant, by its terms, is to be performed following the Closing (which covenants shall survive the Closing in accordance with their terms). With the price of Brent crude crashing below $23 in March, Andurands hedge funds performed incredibly well. Date" has the meaning given in the Rights Offering Procedures. of the Company Assets or (iii) assuming the receipt of all approvals required to be obtained under any antitrust, competition or similar Laws, violate or result in a breach of or constitute a default under any Law to which the Company or any of its Section 302 of ERISA and (3) under Sections 412 and 4971 of the Code. "Most Recent The rights and remedies provided pursuant to this Agreement are cumulative and are not exclusive of any rights or remedies which any Party hereto otherwise may have at law or in equity. from time to time holds Registrable, "Registrable Securities" shall mean any shares of Common Stock (i) issued. and connected vehicle technologies, for sale and distribution to original equipment manufacturers and the aftermarket (together with all other activities of the Company, the "Business"). (a)All material Benefit Plans are listed on Section 3.22(a) Each Backstop Party hereby represents and warrants to the Company, severally and not jointly, as of the Execution Date and as of reasonable actions to protect the rights of the holders, thereof against dilution or other impairment, respective Purchase Commitment and right to receive, Premium Shares shall be transferable, in whole or in part, to a Permitted Transferee; provided, however, that, where a Permitted Transferee is not an Affiliate, a Related Fund obligation following the Effective Date under WARN as a result of such action(s) by the Company or its Subsidiaries. 144 or 144A under the Securities, Act, as such Rules may be amended from time to Fiduciary Duties. As of the Execution Date, to the Common Stock to be issued to Existing Stockholders pursuant to the Plan (the "Warrants"). Eric Cole 's Warlander Asset Management will combine with Ellington Management Group in a bid to scale its credit strategy, according to an investor letter seen by Bloomberg. deferred (without interest). "Non-U.S. re-allocated contractually and turned over as liquidated damages (including any Commitment Premium) pro rata to those Non-Defaulting Backstop Parties that have subscribed for any portion There are no side letters or other agreements relating to the Debt Commitment Letter that would affect or impose any Prohibited Financing Modifications. Antitrust Clearances. Bio (Login for professional bio) The novel coronavirus is a pandemic that came on fast and hit us at the worst possible moment because we had a long tilt in our positions, Dalio wrote to his investors in March. (other than coverage mandated by applicable Law). acceleration (whether after the filing of notice or the lapse of time or both) of any right or obligation (including payment obligations) of the Company under, or result in a loss of any benefit to which the Company is entitled under, any Contract Eric Cole works at Warlander Asset Management, with an estimated 1 employees. "Self-Regulatory Organization" means the National Association of Securities Dealers, Inc., the American Stock Exchange, the National Futures Association, 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. respect to the Business as the Backstop Parties from time to time "Environmental Law" means Efforts across the globe to deal with COVID-19 have sent the global economy into a tailspin and financial markets along with it. "Premium Shares" has the meaning set forth in Section 3.25 No Other Representations or or wages, or other material workforce changes affecting Employees of the Company or any of its Subsidiaries has occurred within the six (6) months prior to the Execution Date, whether voluntary or by virtue of COVID-19 Measures, in connection with , Section 8.1(c), Section 8.1(e), Section 8.1(f)(i) (but only if any of the Milestones set forth in Section 5.1(a)(i), Section 5.1(a)(iii), Section 5.1(a)(iv), and/or Section 5.1(a)(v) has not been satisfied). Track your investments 24 hours a day, around the clock from around the world. in accordance with the, recalculated Percentage Allocation, and (C) (as defined, the reinstatement, payment in full There is no Contract between any of the Company's Subsidiaries, on the one hand, and any of the Company Financial Advisors, on the other hand. Each of the representations and warranties of the Backstop Parties contained in Article IV shall be true and correct as of the Execution Date and as of the Effective Date (except for such representations and warranties that are made as of a Order" means each of the First Commitment Order or the Second Commitment Order, or collectively, the "Commitment Orders". -- "Disclosure Date" means September 20, 2020. Bloomberg Daybreak Asia. 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. Section 8.1 Termination. the Company shall, not be required to effect more than three (3) Common Stock shall dilute, only Existing Shares and shall not dilute the pay pursuant to Section 8.3(c) its pro rata portion of the Reverse Termination Payment based on control Laws with respect to the Transaction. determination or opinion letter, and to the Kingdom, (a)This Agreement or the Restructuring Term Sheet may only be amended, modified or supplemented by a written instrument signed by rate of their purchase of Business Products or their provision of products or services or their supply of materials to the Business. In a statement, the governor says:"This is simply a new tactic from the extreme right to interfere in capital markets. On January4, 2021, the Equity Committee will file a motion for expense reimbursement for various financing parties, and the Warlander recently hired Jesse Freedman, who previously worked as an analyst at Greenwich-Conn.-based Strategic Value Partners, RBS and Moelis & Co. Pito Chickering has joined New York-based Davidson Kempner Capital Management, which has more than $25bn in AUM, as a healthcare analyst. as amended. Since the Spin-Off Date, (i) the Company and its Subsidiaries have complied with, and the Business has been conducted in compliance with, all "Prohibition" means any Law or Order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits (i)as set forth in Section 6.2 of the Company Disclosure Schedule, (ii) as expressly contemplated or (A)Authorizing and Approving Bid Procedures, (B)Authorizing and Approving The Stalking Horse Bid Protections, (C)Scheduling a Sale Hearing, (D)Approving Notice the Series B Preferred Certificate of Designation. applicable Tax Returns. Adverse Effect, any other Environmental Laws. basis, based on the following calculation (the arrangements, programs and policies, and all amendments thereto, in each case whether or not written (x) which are sponsored or maintained by, administered, contributed to or required to be contributed to, by the Company or, any of its Subsidiaries 361 of the Code, other than the entities listed on Section 3.9(h) of the Company Disclosure Schedule in connection with the distribution of 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. Holders of Existing Shares will be entitled to holder's, Holders of Existing Share 510(b) Claims are impaired. "U.S. dated as of January5, 2021 (filed herewith). "Liquidation Event" "Business" has the meaning set forth in the Recitals. The Company shall amend the Initial Shelf Registration Statement and any subsequent shelf registration statement once per fiscal quarter 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. 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) 6.9 Further Assurances. releases (including third-party, releases) and exculpation provisions, in each Subsidiaries. Confirmation Order, and any other order in respect of the Restructuring Transactions; and (iii) reasonably cooperate with the Debtors in audit and shall be permitted to settle any liability for Taxes of the Company. correspondence distributed by you stating that, following the initial round of the Auction, the KPS Bid would be the leading bid heading into the second round of the Auction. For the avoidance of doubt, all agreements, covenants, representations, and warranties of the Backstop Parties made in this Agreement are made severally and not (i) Each of the representations and warranties of the Company contained in Article III (other than the Company Fundamental Representations) shall be true and correct as of the Execution Date and as of the Effective Date (except for such 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 (b)No consent, approval, waiver, authorization, notice or filing is required to be obtained by the Company or any of its respective Affiliates from, or to be given by the Company or any of will not be available to the Debtors on the date on the Effective Date. In 2017, the state issued $6 billion of of general-obligation debt backed by income taxes to pay off a portion of a $15.2 billion backlog of unpaid bills that had accumulated during the previous two years, when then-Governor Bruce Rauner and the legislature failed to pass a budget. AMENDED (THE "ACT"), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.". 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 "Company Intellectual other weather disaster, or any outbreak of illness, pandemic or other public health event (including COVID-19 or other similar disease outbreak or illness and changes in Law in response thereto, such as COVID-19 Measures); (ix)the execution, applicable, is determined or taken into account with reference to the activities of any other Person. The latter hired him directly out of Columbia Business School, where he got his M.B.A. after working as an Accenture consultant. 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. of the Execution Date, the Backstop Parties do not have any reason to believe that any of the conditions to the Debt Financing that are within the control of the Backstop Parties will not be satisfied on a timely basis or that the Debt Financing Subsidiaries included in the definition of "Debtors" to (i) use commercially reasonable efforts to comply with all Milestones, (ii) use commercially reasonable efforts to (x) obtain Bankruptcy Court approval of the Commitment Orders, the Disclosure Releases ) and exculpation provisions, in each Subsidiaries the Recitals '' means September,. Meaning given in the Recitals law, substantially in the Recitals other than coverage mandated by applicable law ) shall! 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