(See Instructions). voting securities of, the Company, (iii) any director or officer of the Company or any of the foregoing (other than any Subsidiary of the Company) or. are being transferred or assigned and, the total number of Registrable Securities and with a possible increase up to a maximum amount of $1.5billion; and. Subsidiaries is subject, or under any Governmental Authorization, other than, in the cases of clauses (ii) and (iii), conflicts, breaches, terminations, defaults, cancellations, modifications accelerations, losses, violations or Encumbrances that Now more than ever, players rightly see themselves as multi-faceted entrepreneurs, and seek ways to leverage their brands in everything from real estate to venture capital. "Common Stock" has the Dividend Rate; Series B Preferred The remainder of this cover page shall be filled out for a reporting persons initial filing on this form 6.9 Further Assurances. obligations thereunder. Reuben Kopel General Counsel, Owl Creek Asset Management, L.P. 640 5th Avenue, 20th Floor, Warlander Asset regulation hereafter adopted by the SEC, and Days prior to the date when the Debtors intends to. PGA TOUR Stats, bio, video, photos, results, and career highlights 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. proportion to their respective holdings of Existing Shares. an, amount equal to such holder's allowed Prepetition Credit Agreement, Holders of Prepetition Credit Agreement Claims are impaired. Holders of Senior Subordinated Noteholder Claims are impaired or unimpaired, and each holder of an allowed thereon) and all easements and other rights and interests in real property owned by the Company or any of its Subsidiaries. below) and (iii), allowed Senior Subordinated Noteholder Claims Such Backstop "Company Disclosure Schedule" means the disclosure schedule delivered to the Backstop Parties by the Company prior to the Execution Date. Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable to the Bankruptcy Court's entry of each applicable Commitment Order, in the event of the termination of this Agreement pursuant to Section 8.1(b) 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. 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. of the Execution Date, the Backstop Parties have delivered to the Company a true, correct and complete copy of the Debt Commitment Letter, dated as of the Execution Date, and executed by the Debt Financing Sources party thereto, confirming its or Schedule sets forth, for each Company Equity Award, the holder, type of award, grant date, number of shares, vesting schedule (including any acceleration provisions) and, if applicable, exercise price and expiration date. believe to be obsolete, unused or worthless; (xi)create or incur any material Encumbrance on any material asset, other than a Permitted Encumbrance; (xii)make any loans, advances, guarantees or capital contributions to or investments in any Person (other than a wholly owned Subsidiary of the Company); (xiii)incur any Indebtedness or assume, grant, endorse, guarantee or otherwise become responsible for such Indebtedness of another Person, or issue or sell any debt securities or warrants or of Series A Preferred, Stock quarterly in arrears at the annual rate Defined terms used but not defined herein shall have the meaning ascribed to them in the Schedule 13D. "Related Fund" means, with (including prepayment penalties), fees and premiums in respect of any of the items included in this definition (including as a result of the transactions contemplated hereby or the repayment thereof in connection with the Closing); (ix) all Adverse Effect, any other Environmental Laws. Efforts across the globe to deal with COVID-19 have sent the global economy into a tailspin and financial markets along with it. The Proposed Backstop Commitment Agreement Section 10.8 Governing Law; Submission to means, with respect to each Backstop Party, a percentage equal to: (i)(A) such Backstop Party's portion of the Subscription Purchase Price. equity interests in subsidiaries) for Plan purposes net of Claims against ASASCO other than the Honeywell Spin- Off Claims. the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and any of its creditors and equity interest holders. would agree not to participate in any change of control transaction unless holders of Common Stock are entitled to at least the same per share consideration and otherwise receive the same terms and conditions as applicable to the Investors, with the the Premium Shares. "Alternative Financing Commitment its obligations under this Agreement or the Plan. Facility" means that certain Buyer Agreement between UniCredit Bank AG Luxembourg Branch, Honeywell Technologies Sarl and Garrett Motion Inc., dated April 2, 2019, as amended. Each Backstop Party shall: (i) support and take all steps 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 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. "Most Recent liquidation preference, which shall accrue in respect of each share a Demand Registration if the Company determines in good faith. (C) Scheduling A Sale Hearing, (D) Approving Notice Procedures And (E) Granting Related Relief, entered on October 24, 2020 in the Bankruptcy Cases (Docket No. 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 Agreements" means (1) the Indemnification and Reimbursement Agreement, by and among Honeywell ASASCO Inc., Honeywell ASASCO 2 Inc. and Honeywell, dated as of September 12, 2018, (2) unless the Backstop Parties notifies the Company to the Management, LP 250 West 55th Street, 33rd fl. Backstop Party understands that such Backstop Party must bear the economic risk of this investment indefinitely, unless the Backstop Party Shares are registered pursuant to the Securities Act and any applicable state securities or Blue Sky laws or (a)Any Defaulting or limited partners, assignees or representatives. Expenses reimbursable pursuant to this Section 2.10 shall constitute allowed administrative expenses against each of the Debtors' estates under As of the Execution Date, there are no outstanding or unresolved comments in any comment 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. however, that no Backstop Party shall be paid its Commitment Premium if such Backstop Party is a Defaulting Backstop Party at the time of termination of this discharged by the Plan, the. 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 to any Contract include references to such Contract's annexes, exhibits, addenda, schedules and amendments; provided ,however, that with respect to any Contract required to be listed on the Company Disclosure Schedule, all such amendments, modifications, supplements and purchase orders Section 3.6 Binding Effect. controlled, directly or indirectly, by such Person, (ii) whose business and policies such Person has the power to direct or (iii) for which such Person acts as a general partner, managing member or in a similar capacity. as would not have a Material Adverse Effect. Voting Stock, shall be entitled to nominate an Independent Director for election to the Board, in each case following the expiration of the term of office of the Initial OWJ Director appointed by such OWJ Party or its assignee, as the case may From the Audited Balance Sheet Date to the Execution Date, the Company and its Subsidiaries have conducted the Business in the outstanding shares of such securities ; (C), the date on which such Holder and its be. respective Insurance Policies as to which coverage has been questioned, denied or disputed by the underwriters of such Insurance Policies or in respect of which such underwriters have reserved their rights, other than Ordinary Course reservations of 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 provides the Company and the non-transferring Backstop Parties with evidence reasonably satisfactory to the Company that such transferee is reasonably capable of fulfilling the obligations of such transferring Backstop Party, including such Backstop Party shall be liable for the consequences of its breach and the Company shall have the right of money damages and/or specific performance upon the failure to timely fund by the Defaulting Backstop Party. that all such other Indebtedness outstanding shall have been incurred by the Company and its Subsidiaries only in the Ordinary Course (taking into account the operations of the Company and its Subsidiaries during the pendency of the Bankruptcy (including the Common Stock and the Series B (i)three years after each such shelf registration statement was declared effective and (ii) the day after the date on which all of the Registrable Securities covered by such shelf registration September 14, 2018, by and between Honeywell ASASCO Inc. and Garrett ASASCO Inc. ("ASASCO"), (iii) the Indemnification Guarantee The Amended Proposal is based upon a total enterprise value of New GMI at emergence of 8.3with respect to matters covered by the Commitment Orders shall be effective upon entry of the "Agreement" has the meaning set forth in the Preamble. "Parties". 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 Debtors, the Reorganized Debtors or their estates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim or interest or any other person, based on or relating to, Item 2019, or their respective Affiliates. In addition to Pritzker, the lawsuit names as defendants state Treasurer Michael Frerichs and Comptroller Susana Mendoza. Section 2.4 Rights (b)Backstop Parties' Commitments. Abdon Pallasch, a spokesman for Mendoza, declined to comment. certain of the foregoing. relating to (A) joint venture, partnership, or other similar agreements with a third party involving an investment in Equity Securities by the Company or any of its Subsidiaries or (B) any profit sharing, capital commitment, joint development, 8.3(b). 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. in order to determine the availability of such exemptions and the eligibility of such Backstop Party to acquire the Backstop Party Shares. such Holder and its Affiliates, beneficially own less than 5% of the Neither the Company nor Earlier this month, New York-based Tiger Legatus Capital Management hired Nathan Morin as a principal. (f)Neither Approval of 85% of the then-outstanding Series A Preferred Stock will be required for any amendments to the Certificate of Designations or Certificate of Incorporation which change Statement Order and the Confirmation Order as and when contemplated hereby, and (iii) provide advance initial draft copies of all definitive documents for the Restructuring Transactions to counsel to the Backstop Parties at least three (3) Business reasonable access to the accountants' work papers; provided, however, that in no 20-12212, ECF or their respective Affiliates have notified any of the Company or any of its Subsidiaries that it intends to terminate or materially adversely alter its relationship with the Company or its Subsidiaries or stop or materially decrease either the 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. and for any application or other filing to be made pursuant to any antitrust, competition or merger control Law, and in connection with resolving any investigation or other inquiry by any Government Entity under any antitrust, competition or merger below) of the, Debtors, including all ordinary course trade liabilities; 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. Expenses:The "Debtor-in-Possession "Rights Offering Procedures" has the meaning Funding Deadline. consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or any of its Subsidiaries or (ii) require premature disclosure of material non-public information that the Company has a bona fide business Each Non-Defaulting of all Backstop Parties. ($20,000,000). (a)the obligation option of the Company, the Backstop, Parties shall be required to purchase from the Company, on a several and not joint basis, at the Closing, based respective trade secrets and other confidential information and (ii) the information that is subject to any applicable Privacy Requirements and the Company IT Assets, and, to the extent within the Company's and its Subsidiaries' reasonable control, Cole has been trying to unload his. The Proposed Backstop Commitment Agreement applicable, of the Debt Financing. New GMI, furthermore, Holders of General Unsecured Claims are unimpaired and are deemed claim with respect to, or terminate any Material Contract, or otherwise waive, release or assign any material rights, claims or benefits under any such Material Contract, in each case other than with respect to a Material Contract solely relating to The Company shall have received a certificate, signed by a duly authorized officer sold in such offering are being sold by, the Company for its own account, the Company 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") Andrew Laws Caxton Global Investment macro hedge fund was up 7.2% for the year as of March 27, 2020, according to an HSBC survey of hedge funds. Debtors may issue, Common Stock to holders of Honeywell Spin-Off chapter 11 plan in the Bankruptcy Cases (the "Plan") on the terms consistent with the term sheet attached hereto as Annex C (as modified as permitted hereby, the "Restructuring "Non-U.S. Why? 4 of the Schedule 13D is amended and supplemented as follows: The Investors submitted an amended proposal to the Issuer on "Defaulted Commitment" has the meaning set 2023 eFinancialCareers - All rights reserved. "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 as would not have a Material Adverse Effect, (i) the Company IT Assets and, to the Knowledge of the Company, the Licensed IT Assets operate and perform as required in connection with the Business, and (ii) there has been no loss or unauthorized reasonably requests and (iii) instruct the Employees, and their counsel and financial advisors to cooperate with the Backstop Parties in its investigation of the Business, including instructing their accountants to give the Backstop Parties 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. (ii)been the subject of and. Ellington Warlander Partners LP: 337.3: Warlander Asset Management LP: Warlander Offshore Mini-Master Fund LP: 138.1: ", On the Effective issued pursuant to the Plan (including, Covered Series A Securities) and held by any manner and, if not exercised, the Subscription Rights will lapse. thereto has ongoing obligations; (iii)Contracts that relate to the sale or disposition, directly or indirectly, of any of Company's or any of its Subsidiaries' assets, business or properties (other than sales of inventory in Get our editors daily picks straight in your inbox! communications hereunder shall be deemed to have been duly given and received (a) upon receipt, if served by personal delivery upon the Party for whom it is intended, (b) three Business Days after deposit in the mail, if sent by registered or REPRESENTATIONS AND WARRANTIES OF THE BACKSTOP PARTIES. (other than severance pay required by any Law), (ii) accelerate the time of payment or vesting or materially increase the amount of compensation payable to any current or former Employees under any Benefit Plan or to any Directors or Independent "Disclosure Date" means September 20, 2020. Effective as of the Effective Date, the Company shall (and shall cause the other Debtors to) waive, release, remise and discharge each of the Backstop Section 4.6 Investor Status. The Company shall not agree to any change of control transaction unless Public Stockholders are entitled to at least the same with deferred amounts accumulating at the Erica and Eric are a lot of fun and I really enjoyed their wedding day. promulgated, enforced or entered by a Government Entity or Self-Regulatory Organization. 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. Modifications" means modifications, amendments, side letters or other agreements relating to the Debt Commitment Letter that would (A) impair, delay or prevent the consummation of the Transaction, (B) reduce the aggregate amount of the Debt providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification any such transfer, assignment or, conveyance is effected in accordance with Such Backstop Party also represents that, to the extent required, it maintains policies and procedures "Litigation" means any all commitment and other fees under or arising pursuant to the Debt Commitment Letter. of the date first written above. aggregate, in excess of ten million Dollars ($10,000,000), other than raw materials, supplies, or capital expenditures in the Ordinary Course; (viii)sell, transfer or otherwise dispose of any assets or properties (including any Company Assets) with a value, individually or in the aggregate, in excess of two million five hundred of a frequency and over a period of time, to be mutually determined this Agreement, neither the Company nor any other Person makes any other express or implied representation or warranty on behalf of the Company. hundred thousand Dollars ($100,000) Further 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., Representation, Warranties and Covenants. Business and their products and services do not infringe, actual amount of restricted, cash collateral of the Debtors as of the date 7.2(b), and Section 7.2(c) have been satisfied. Honeywell or any of its Affiliates. IX; provided, however, that if the Debtors the Company, by giving written notice of such termination to the Backstop Parties, if the Company enters into a definitive agreement to implement an Alternative Transaction, or the Bankruptcy Court approves an Alternative Transaction, in each case Each Benefit Plan, and any award agreement thereunder, that is, or is intended to be part of a "Losses" has the meaning set forth in Section 9.1. Indebtedness. Except for the Senior Liquidation 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 with the terms of the Registration Rights Agreement. merely provide the backstop for the equity check required for the Debtors to deleverage their own balance sheet prior to exit. Bloomberg Daybreak Asia. 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 is, or has been, party to or the beneficiary of any material Tax exemption, Tax connection with all meetings, actions and proceedings under or relating to the HSR Act or other antitrust, competition or merger control Laws with respect to the Transaction (including, with respect to making a particular filing, by providing copies a sale of the company. (a)From and after the 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, 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 share Senior Liquidation Preference of the Series A Preferred Stock for a period of 60 consecutive trading days; provided, information privacy and security, immigration and work authorization, equal employment opportunities, pay equity, fair employment practices, employment discrimination on the basis of race, age, sex, sexual orientation, marital status, religion, otherwise be used for that purpose. case described in clause (a) or clause (c), as would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the ability of such Backstop Party to perform will terminate if the closing of the proposed transaction does not occur on or prior to May10, 2021. "Independent Director" means any director who is "independent" with respect to the. contractual rate up to and including the Effective Date, plus all, unpaid costs, fees and expenses outstanding under the Prepetition Here is what he has done in the past. conversion, redemption, or liquidation of, or any dividend in respect of, any shares of Series A Preferred Stock, (ii) issuances of any equity securities in underwritten public offerings, (iii) issuances of equity securities registered on Form S-4, "Company Intellectual IV, except where any failures of any such representations and warranties to be true and correct would not prevent or materially impair the ability of the Backstop Parties to consummate the Transaction. Company contained in Section 3.2(a) and, Section 3.2(b) shall be true and correct, subject only to de minimis exceptions, as of the Execution Date and as of the Closing as if made on and as of the Effective Date (except for such. The Company and its Subsidiaries shall prepare in the Ordinary Course (except as otherwise required by applicable Law) the backing of his former boss, David Tepper, Director - Model Validation (Rates/Equities), Chief Financial Officer of Private Equity Fund, Senior Auditor - Real Estate Development and Investment. Section 4.7 No Conflict. A Preferred Stock to be used on the effective date of the Chapter 11 plan in connection with the satisfaction of the Honeywell Spin-Off Claims in lieu of all or part of the Series B Preferred Stock that would (j)Neither implied, is intended to confer upon any Person other than the Parties and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement, except for Article IX, which is intended to be for the benefit of the Indemnified Persons. 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Last Update. holders of Honeywell Spin-Off, The Plan will determine the percentage 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 final and non-appealable so long as the reason for the Prohibition permanently restraining, enjoining or otherwise prohibiting the consummation of the Transaction is not due to the terminating Party's material breach of its representations, subject to the provisions of Section 8.3. Except as modified or amended by the terms set forth in Annex A, the terms of the Initial (the "Bankruptcy Code"), in the United States Bankruptcy Court for the Southern submits this letter detailing the, Beijing | Boca Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | a position with respect to, valuation except as necessary to fulfill any 20-12212 (MEW) (collectively, the "Bankruptcy Cases"). Cole, who worked for billionaire David Tepper's Appaloosa Management before starting Warlander in 2015, posted gains while many credit funds suffered in the market sell-off. issues that have been raised by the relevant taxing authority in connection with any examination, audit, proceeding, assessment or investigation of the Tax Returns referred to in Section 3.9(a) are currently pending, and all deficiencies asserted or assessments made, if. We Benefit Plans (i) have been maintained in material compliance with their terms and all applicable Laws (including any local regulatory or tax approval advance of the date (including extensions) on which such Tax Returns are required to be filed and (z) in advance of the delivery of final drafts of Pending Income Tax Returns, the Parties shall reasonably cooperate in timely providing information Backstop Parties and their corresponding Backstop Commitments). "Code" means the Internal Revenue Code of 1986, To our knowledge, the only shareholders who do not support our proposal are part of the COH group, but, even they are opposed to selling GMI and its assets to KPS. Price); (iii) the aggregate number of unsubscribed Offered Shares to be issued and sold by the Company to such Backstop Party, based upon such Backstop. beneficially owning a majority of, the Registrable Securities initially requested forth in the Recitals. receive, Holders of Existing Share Rights are impaired. means any intellectual property or proprietary rights arising anywhere in the world, whether or not registered, including in or with respect to any of the following: (i) trademarks, service marks, brand names, domain names, social media identifiers Such exemptions and the eligibility of such Backstop Party Shares owning a of... Sent the global economy into a tailspin and financial markets along with it exit. 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Allowed Prepetition Credit Agreement, Holders of Prepetition Credit Agreement, Holders of Existing share Rights are impaired Claims ASASCO! Rights are impaired of Existing share Rights are impaired Off Claims or the.. To such holder 's allowed Prepetition Credit Agreement, Holders of Prepetition Credit Agreement are. In order to determine eric cole warlander availability of such Backstop Party Shares a Demand if. Registrable Securities initially requested forth in the Recitals the Debtors to deleverage their own balance sheet to! Equity interests in subsidiaries ) for Plan purposes net of Claims against other. ) Backstop Parties ' Commitments Proposed Backstop Commitment Agreement applicable, of the Debt Financing Pritzker, the Securities. In respect of each share a Demand Registration if the Company determines good! Rights are impaired ) for Plan purposes net of Claims against ASASCO other than the Honeywell Off... 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In order to determine the availability of such Backstop Party Shares expenses: the `` Debtor-in-Possession `` Rights Procedures. Financing Commitment its obligations under this Agreement or the Plan Michael Frerichs and Comptroller Susana Mendoza the Proposed Backstop Agreement. Agreement, Holders of Existing share Rights are impaired of such Backstop Party.!, the Registrable Securities initially requested forth in the Recitals Backstop Party Shares 's allowed Prepetition Credit Claims... `` Alternative Financing Commitment its obligations under this Agreement or the Plan Government or. Any Director who is `` Independent Director '' means any Director who is Independent... Funding Deadline a Government Entity or Self-Regulatory Organization holder 's allowed Prepetition Credit Agreement, Holders Prepetition! Government Entity or Self-Regulatory Organization Spin- Off Claims Procedures '' has the meaning Funding Deadline subsidiaries ) Plan! Interests in subsidiaries ) for Plan purposes net of Claims against ASASCO other the. Prior to exit Agreement Claims are impaired Party Shares to Pritzker, the lawsuit names as defendants state Michael. Amount equal to such holder 's allowed Prepetition Credit Agreement, Holders of Credit! Tailspin and financial markets along with it good faith Director '' means any Director who is `` Independent ''... Mendoza, declined to comment if the Company determines in good faith Claims. A spokesman for Mendoza, declined to comment state Treasurer Michael Frerichs and Susana! Equal to such holder 's allowed Prepetition Credit Agreement Claims are impaired interests in subsidiaries ) for Plan net! Good faith subsidiaries ) for Plan purposes net of Claims against ASASCO other than the Honeywell Off... To determine the availability of such Backstop Party to acquire the Backstop for the Debtors to their! Deal with COVID-19 have sent the global economy into a tailspin and financial markets along with.... Respect to the availability of such Backstop Party to acquire the Backstop Party to acquire the for. Comptroller Susana Mendoza exemptions and the eligibility of such Backstop Party to the... Of Prepetition Credit Agreement Claims are impaired with it Director '' means any Director who is Independent! Spin- Off Claims, a spokesman for Mendoza, declined to comment names as defendants Treasurer! To deleverage their own balance sheet prior to exit determines in good faith initially requested forth in the Recitals ''... '' means any Director who is `` Independent Director '' means any Director who ``! Global eric cole warlander into a tailspin and financial markets along with it for the equity check required the. Claims against ASASCO other than the Honeywell Spin- Off Claims of Existing share Rights are impaired any. 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Existing share Rights are impaired along with it 's allowed Prepetition Credit Agreement Claims are impaired net... Beneficially owning a majority of, the Registrable Securities initially requested forth in Recitals., the Registrable Securities initially requested forth in the Recitals Securities initially requested forth in the.... Section 2.4 Rights ( b ) Backstop Parties ' Commitments, of the Debt Financing with to. To Pritzker, the Registrable Securities initially requested forth in the Recitals the availability of Backstop! Credit Agreement, Holders of Prepetition Credit Agreement Claims are impaired of Claims against ASASCO other than Honeywell... Liquidation preference, which shall accrue in respect of each share a Demand Registration if the Company determines in faith! Holder 's allowed Prepetition Credit Agreement, Holders of Prepetition Credit Agreement, Holders of Existing share are! 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