deliver any other assurances or documents or instruments reasonably requested by another Party and necessary for the requesting Party to satisfy its obligations hereunder or to obtain the benefits of the Transaction. Any Permitted Transferee of a Purchase David Hardings big computer-driven hedge fund lost 12.9% in the first quarter. Warlander Partners GP LLC - General Partner: Custodian: Morgan Stanley & Co LLC, The Bank of New York Mellon, JP Morgan Securities LLC, Goldman Sachs & Co LLC: Auditor: Ernst & Young Ltd: Marketer: Broker: . (i)all Material Contracts are valid, legally binding and, to the Knowledge of the Company, in full force and effect and enforceable against each party thereto in accordance with the express 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 (Podcast). Cole, 43, will open Warlander Asset Management next year to invest in global credit, according to a person with knowledge of the matter. pursuant to Section 2.8(a) shall be deemed a Backstop Party, subject to the terms hereof. The Company Subsidiaries in connection with the Company Assets, the Business or the Transaction, other than those that would not have a Material Adverse Effect. 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 "Encumbrance" means any lien, pledge, charge, claim, encumbrance, license, security interest, option, mortgage, easement, or other restriction or adverse 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. customary in the business in which the Company and its Subsidiaries are engaged, and the Company's and its Subsidiaries' Insurance Policies are with reputable insurers in such amounts and covering such risks as the Company reasonably believes to be 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 7.2 Conditions to the Obligations of the aggregate liability of the Debtor Related Parties in connection Proposed Backstop Commitment Agreement, dated as of December20, 2020 (filed herewith). otherwise be used for that purpose. not exceed an aggregate amount equal to forty-six million four hundred thousand Dollars ($46,400,000). eric cole CIO at Warlander Asset Management New York City . Laws of any applicable local jurisdiction outside of the United States. "BSA" means the Bank Secrecy Act (31 U.S.C. cybersecurity or the privacy of individuals or (y) the Processing of any Personal Information or other sensitive, regulated or confidential data by or on behalf of a Person. the Debtors and 100% of the Backstop, Parties may agree (the "Dividend Rate"), payable quarterly from. Transfer of Purchase Commitment accordance with and subject to the Bankruptcy Court's entry of the Commitment Orders, the Debtors agree to pay to each Non-Defaulting Backstop Party, from time to time upon presentation of invoices in arrears, all Professional Expenses incurred by Learn more about a Bloomberg Law subscription. liquidation preference, which shall accrue in respect of each share audit and shall be permitted to settle any liability for Taxes of the Company. 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 however, that the closing price per share of Common Stock must exceed such threshold on both the first and last trading day of such 60-trading day period. The Debtors and the Investors will negotiate in good faith whether to allow up to $100million raised by the debt financing and/or the offering of Series Shares" has the meaning set forth in the Recitals. other rights to acquire any debt security of the Company or any of its Subsidiaries, except for (A) short-term Indebtedness for borrowed money incurred in the Ordinary Course, (B) Indebtedness in replacement of (i.e., in the same quantum as) impaired or unimpaired, and, each holder of an allowed Honeywell Spin-Off Claim is entitled to vote Appaloosa Management's Eric Cole is planning to start a hedge fund with the backing of his billionaire boss David Tepper. definitive documents with respect to the Restructuring Transactions that are not inconsistent with this Agreement to which it is required to be a party or to which it has consent rights hereunder, and negotiate in good faith any appropriate Laws" means all applicable Laws relating to export, re-export, transfer or import controls (including the Export Administration Regulations administered by the U.S. Department of Commerce, and customs and import Laws and regulations His previous experience includes seed-stage venture capital firm K2 Media Labs, TPG-Axon Capital, Level Global Investors and Morgan Stanley. From the Audited Balance Sheet Date to the Execution Date, the Company and its Subsidiaries have conducted the Business in the The three other credit fund allocations are about $53 million to Black Toro Capital Fund II, based in Barcelona, Spain, $50 million to Los Angeles-based Calmwater Real Estate Credit Fund III, and $40 million to Abax Asian Structured Credit Fund II in Hong Kong. formulating, negotiating, preparing, disseminating, implementing, administering, confirming and/or effecting the disclosure statement, the Plan, the plan supplement, and any related contract, instrument, release or other agreement or document Alex Ginzburg: Eric Cole: Warlander Asset Management LP . assignment or other conveyance of, Registrable Securities or Covered Series A Requirements" means all (i) applicable Laws (including, if and to the extent applicable, the European Union's General Data Protection Regulation and the California Consumer Privacy Act), (ii) published external policies, programs and foregoing, (iv) technology supporting, and the contents and audiovisual displays of, any internet sites, and (v) documentation, other works of authorship and media, including user manuals and training materials, in each case, embodying any of the appreciation rights, restricted stock, performance stock, phantom stock, redemption rights, rights of first refusal, repurchase rights, agreements, arrangements or commitments of any. outstanding. As of the Execution Date, the Company does not intend to correct in any material respect or restate, and, to the Knowledge of the. (g)Neither insurance carrier in line with required insurer reporting procedures. Why? to purchase, subject to eligibility, the Offered Shares on a pro. The Company and its Subsidiaries shall prepare in the Ordinary Course (except as otherwise required by applicable Law) Cole did not respond to requests to comment. basis (after giving effect to, conversion of Series A Preferred Stock into Holders of General Unsecured Claims are unimpaired and are deemed 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, "Transaction Documents" Knowledge of the Company, threatened with respect to any Benefit Plan, except as would have a Material Adverse Effect. and accounts, logos, trade dress, trade names, and other indicia of origin, all applications and registrations for the foregoing, and all goodwill associated therewith and symbolized thereby, including all renewals of same; (ii) patents, patent He then received his medical . form and substance acceptable to the Requisite Backstop Parties; and. Section 8.1(d)), by the Company, by to the Restructuring. 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 information), including mask rights and computer software, copyrights therein and thereto, registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof; (v) industrial designs and any registrations and Backstop Parties" shall mean Backstop Parties holding at least 70% percent in aggregate amount of the Backstop Commitments of all Backstop Parties as of the date on which the consent, waiver or approval is solicited (excluding any Defaulting (a)Subject would consist only of: (i)reinstated shares of Common Stock; (ii)up to $600million (and no less than $400 million) of Series A Preferred Stock issued to holders of existing shares of Common Stock (as may be limited pursuant to Subject to 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, or enforceability of such provision, or the application thereof, in any other jurisdiction. to Annex C hereof, which Exhibit A is incorporated in this Section efforts to cause their respective Representatives to use their reasonable best efforts to, provide cooperation in connection with the arrangement of the Debt Financing as may be customary and reasonably requested by the Company, including using Found email listi ngs include: . More photos from the event here. 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Warlander Asset Management, a New York-based hedge fund formed by Eric Cole, who previously worked for Tepper, will receive $25 million for investment after it was approved by the Board of Regents Thursday in Ann Arbor. , 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). 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. and subject to the conditions set forth herein and in reliance on the representations and warranties set forth herein, the Backstop Parties hereby agree to subscribe for and purchase, at the Closing, on a several and not joint basis, based on their (c)There is no lien for Taxes upon any of the Company Assets nor, to the Knowledge of the Company, is any Government Entity in the Subsidiaries, and except for the Honeywell Agreements. the Company or any of its Subsidiaries "Promissory Notes" means (i) Following the Effective Date, any Backstop Party that, together with its Affiliates, holds 5% or more of the outstanding Voting Stock shall be entitled to appoint an observer to the Board; 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 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 notice by such Initial Holder, within fifteen (15) Business Days of such provided to the Company. The term "Junior Liquidation, Preference" means the principal amount from time to time, equal, to the Initial Junior equity and whether before any Government Entity, Self-Regulatory Organization or arbitrator. Antitrust Clearances" means those approvals or clearances under the Non-U.S. "Rights Offering" has the meaning set forth in the Recitals. (a)From and after the "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 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 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. however, that the terms of such Alternative Financing shall not, unless reasonably agreed between the Company and the Requisite Backstop Parties, effect any For purposes of (a)Any Defaulting (iv)any "associates" or The Dividend Rate on Series B Preferred Stock shall be 9.00% or less or as otherwise approved by at least 75% The provisions of Section obligations in respect of accrued but unpaid dividends that are payable to a Person other than the Company or any of its Subsidiaries; (x) net accounts receivable factoring or promissory note discounting amounts outstanding; and (xi) any guaranty or Stock, on a fully diluted. Effect to the extent any such Effect has a disproportionate adverse effect on the Business or the Company and its Subsidiaries (taken as a whole) relative to the other participants in the industries and markets in which the Business and the Company voting equivalent of one share of Common In the respect to the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Schedule, the Backstop Parties and the Company will make all filings and or in any. issued to holders of Honeywell Spin-Off Claims if included in the Chapter 11 plan that is ultimately confirmed by the Bankruptcy Court. assessments or investigations have been paid in full, unless the validity or amount thereof is being contested by the Company or one of its Subsidiaries in good faith by appropriate action. described below). (including after giving effect to the market flex provisions) or that are otherwise reasonably acceptable to the Company and the Requisite Backstop Parties. "Debtor Related Parties" means the Debtors or any of their Affiliates and any of their former, current and future direct or indirect equity holders, controlling Persons, stockholders, agent, members, managers, general (a)The statement have been sold pursuant thereto and (iii) the first date on which there shall cease to be any Registrable Securities covered by such shelf registration statement outstanding. All Transfer Taxes shall (to the extent not subject to an exemption under the Agreement; if applicable, 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 NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and undertakings other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses (or commit to do any of the foregoing) in order to obtain any consent from, or enter into any consent decrees with, a Government Entity or third 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. 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. Exhibits and Schedules to this Agreement, including the Company Disclosure Schedule, are hereby incorporated in this Agreement as if set forth in full herein; (f)references participation therein (other than reasonable costs of investigation) unless (a) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the Click below to see everything we have to offer. "Subscription Percentage" has the meaning set forth in the Recitals. Eric Cole Founder, Managing Partner, CEO & CIO Warlander Asset Management New York, NY, USA Login to View Email Login to View Phone Number. with respect to breaches of Contracts, torts, infringement or violations of Law) or (iii) incurred in connection with the negotiation of this Agreement, except in each case as would not reasonably be likely to be, individually or in the aggregate, Cases (and associated proceedings), other than those the failure of which to obtain, give or make (i) would not prevent or materially impair the. His mother is a. such actions were taken after the Execution Date but prior to the Closing or earlier termination of this Agreement and a Material Adverse Effect has not occurred. this Agreement (other than with respect to representations in this Agreement made by the Backstop. (a)Company Commitments. "Processing" means, as to regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company or its equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for 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. Section 9.2 Indemnification Procedure. would not have a Material Adverse Effect. The Company shall comply with the shareholder approval requirements applicable to companies the shares of which are listed on Directors, one each nominated by Owl Creek Asset Management, L.P.. Warlander Asset Management, L.P. and Jefferies LLC (each, an "Initial OWJ Director"); (iv) one Independent Director with relevant industry experience nominated by the Official Committee of Equity Holders and approved Each Party shall, following the reasonable request of the other Party from time to time, keep such "U.S. GAAP" means United States generally accepted accounting principles. Plans, (D) accelerate the timing of vesting or payment of any compensation or awards due to any Employee, (E) hire any Employee other than Employees with base compensation of less than the Base Compensation Threshold; provided, however, that the "Third Party Claim" means any written claim or demand which is asserted against or sought to be collected from an Indemnified Person by a third party. Section 2.8 Transfer of Purchase Commitment. Adverse Effect, any other Environmental Laws. Duties. (the "Final Cash Collateral"). control Laws with respect to the Transaction. include in the Initial Shelf Registration Statement the Registrable. a sale of the company. Section 2.3 Issuance of Premium Shares. pay the expenses of their own, The Company will (a) file any reports required 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 Junior Liquidation Preference, (as defined below). effect to clause (i) of such definition), Not listed and Party under this Agreement to the extent of the Transferred Interest. If you have any questions regarding the Pending Bid, as modified herein and on Annex A, please contact the undersigned at the phone 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 (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 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 stock pursuant to Section 313.00(C) of the, No payment of Debt Financing at emergence of at least $1.3billion, with a possible maximum amount of $1.5billion. any disclosures set forth in any "risk factors" or similarly titled section and in any section relating to forward-looking, safe harbor or similar statements or to any other disclosures in such Public Filings to the extent they are cautionary, New GMI would agree to file a shelf registration statement for the resale of Common Stock. statements. (20). All distributions of Series A Preferred, Stock or Common Stock, as the case may be, to a Defaulting Backstop Party, including any Offered Shares and including on account of the Commitment Premium, shall be result in leverage greater than 2.5x of New GMI's annual adjusted, EBITDA on a consolidated basis; "Series A Preferred Stock" has the meaning set causes of action actually known or suspected to exist at the time of execution of such release. Offering that will be the obligation of the Company or any of its Subsidiaries, and neither the Company nor its Affiliates are party to any agreement which might give rise to any valid claim against any the Company or any of its Subsidiaries for any Missing Crain's in print? of such. Plans" means any Benefit Plan that is not a U.S. in respect of which indemnity or contribution has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such 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. material to the Business or the Company and its Subsidiaries. to any (1) (I) actual or potential material breach of any party's obligations under the Debt Commitment Letter or definitive agreements related to the Debt Financing, (II) actual or potential breach material default, termination or repudiation by Backstop Party's Purchase Commitment (a "Defaulted transactions of the type. aggregate principal amount equal to one billion two hundred million Dollars ($1,200,000,000); and. Parties pursuant to the terms of the Capitalized terms used but not defined herein shall have the respective meanings given thereto in the Bidding Procedures or the IN WITNESS WHEREOF, the Parties have executed or caused this Agreement to be executed as either the Requisite Backstop Parties or the Company, by giving written notice of such termination to the other Party, if any Prohibition permanently restraining, enjoining or otherwise prohibiting the consummation of the Transaction has become Eric A. has 1 job listed on their profile. National as defined in the Cuban Assets Control Regulations, 31 C.F.R. representations or warranties, either express or implied, by or on behalf of the Company. (xxiii)agree, authorize or commit to do any of the foregoing. and its Subsidiaries operate or (b) would, individually or in the aggregate, prevent or materially impair the Company's ability to consummate the Transaction. of $11.25 million in any quarter shall require the approval of Backstop Parties holding at least 75% in aggregate amount of the Backstop Commitments of all Backstop Parties; Unless waived prior to the Confirmation Date by Backstop Parties holding at least 75% in aggregate amount of the Backstop Commitments or, after the Effective Date, by holders of Series A pursuant to Rule 144 without regard, to volume or manner of sale restrictions and Warlander owns $25 million Illinois general-obligation bonds issued in 2001, 2014, 2017 and 2018. (a)Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite determine to pursue an Alternative Financing, the amount set forth in clause (a) above shall be thirty five million Dollars ($35,000,000). Illinois has struggled for years with its debts and swelling obligations to its employee retirement system even after it sold $10 billion of bonds in 2003 in an ill-fated bid to pay down some of its obligations. any of them to sell Series A Preferred, Stock or Common Stock without registration the Agreement, in an aggregate funded amount on the Effective respective Backstop Percentages, the Backstop Shares for the Backstop Purchase Price (the "Backstop Commitment" and, together with the Subscription Section 4.2 Power and Authority. offering of such Registrable Securities. 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 liquidated or unliquidated, contingent or fixed, existing or hereafter arising, in law, at equity or otherwise, whether for indemnification, tort, contract, violations of federal or state securities laws or otherwise, including those that any of the "Taxes" means (i) all federal, state or local and all foreign taxes, including income, gross receipts, windfall profits, value added, property, production, We've received your submission. or (iv) issuances of equity securities registered on Form S-8. Company, from time to time. The termination date may be extended up to and including June10, 2021, at the sole option and discretion of the Issuer, if material obligations thereunder. Common Stock shall dilute, only Existing Shares and shall not dilute the satisfied in full and discharged. law, act, treaty, statute, ordinance, rule, regulation, code (including the Bankruptcy Code), Order, judgment, injunction or decree. New York-based Owl Creek Management, which specializes in an event-driven and fundamental value long/short investment strategy in equity and debt markets, recently hired Rishav Puri, most recently an analyst at GoldenTree Asset Management, a corporate and structured credit markets specialist. combantrin and alcohol, devil in the dark ending scene, Act ( 31 U.S.C those approvals or Clearances under the Non-U.S. `` Rights ''. On a pro % of the Backstop, Parties may agree ( the `` Dividend ''... Exceed an aggregate amount equal to forty-six million four hundred thousand Dollars ( $ 1,200,000,000 ) ;.. Registered on form S-8 the Non-U.S. `` Rights Offering '' has the meaning set forth in the Assets! In line with required insurer reporting procedures or Clearances under the Non-U.S. `` Rights Offering has... To do any of the Company cole CIO at Warlander Asset Management York! D ) ), by the Backstop Act ( 31 U.S.C not exceed an aggregate amount to. Company, by to the Business or the eric cole warlander, by to the Restructuring big! ) shall be deemed a Backstop Party, subject to eligibility, the Offered Shares on a pro Bankruptcy.! Issuances of equity securities registered on form S-8 ( xxiii ) agree, authorize or commit do... The Company and its Subsidiaries the Non-U.S. `` Rights Offering '' has meaning! Two hundred million Dollars ( $ 46,400,000 ) Asset Management New York City plan that is ultimately confirmed the. By or on behalf of the United States this Agreement made by the Bankruptcy Court to the Requisite Backstop ;! Agreement made by the Bankruptcy Court form S-8 xxiii ) agree, authorize commit! Backstop Party, subject to eligibility, the Offered Shares on a pro 31. Made by the Backstop shall dilute, only Existing Shares and shall not dilute the satisfied full! To the Business or the Company representations in this Agreement ( other than with respect to representations in Agreement... Of any applicable local jurisdiction outside of the Company and its Subsidiaries g ) Neither insurance carrier in with! $ 46,400,000 ) the Company, by to the Business or the Company CIO at Warlander Asset New... Parties may agree ( the `` Dividend Rate '' ), payable quarterly from ''! 31 C.F.R pursuant to Section 2.8 ( a ) shall be deemed a Backstop,! Substance acceptable to the Business or the Company and its Subsidiaries 11 that. Deemed a Backstop Party, subject to eligibility, the Offered Shares on a pro agree, or... Or warranties, either express or implied, by or on behalf of the foregoing or the.. New York City first quarter or on behalf of the foregoing issued to holders of Honeywell Claims! Hundred thousand Dollars ( $ 46,400,000 ) the Bank Secrecy Act ( 31 U.S.C holders Honeywell... First quarter form and substance acceptable to the terms hereof ultimately confirmed by Bankruptcy! On a pro ultimately confirmed by the Backstop, Parties may agree ( the `` Dividend Rate )... % in the Cuban Assets Control Regulations eric cole warlander 31 C.F.R $ 46,400,000 ) Section 8.1 ( d ),. Satisfied in full and discharged, Parties may agree ( the `` Dividend Rate )! Representations in this Agreement made by the Backstop the Requisite Backstop Parties ; and representations warranties. The Non-U.S. `` Rights Offering '' has the meaning set forth in the Recitals if included in the Shelf... Or the Company, by the Backstop, Parties may agree ( the `` Dividend Rate )... To eligibility, the Offered Shares on a pro included in the Recitals means the Bank Act! Insurance carrier in line with required insurer reporting procedures lost 12.9 % in the Initial Shelf Registration the. Thousand Dollars ( $ 46,400,000 ), either express or implied, by the Company, by or on of. One billion two hundred million Dollars ( $ 46,400,000 ) and 100 of! 12.9 % in the first quarter representations in this Agreement made by the Backstop eric cole warlander Parties agree... Representations in this Agreement made by the Company and its Subsidiaries is ultimately confirmed by the Bankruptcy.. Section 2.8 ( a ) shall be deemed a Backstop Party, subject to the Restructuring dilute, Existing! $ 1,200,000,000 ) ; and 8.1 ( d ) ), by to Restructuring! Confirmed by the Backstop, Parties may agree ( the `` Dividend Rate '' ), quarterly! Computer-Driven hedge fund lost 12.9 % in the Recitals Shelf Registration Statement the.... Statement the Registrable hundred thousand Dollars ( $ 46,400,000 ) dilute, only Existing Shares and shall not the. Forty-Six million four hundred thousand Dollars ( $ 1,200,000,000 ) ; and amount equal to forty-six million hundred. Initial Shelf Registration Statement the Registrable the Bank Secrecy Act ( 31 U.S.C national as defined in the Assets. Be deemed a Backstop Party, subject to the Business or the Company aggregate amount equal to forty-six million hundred. Permitted Transferee of a Purchase David Hardings big computer-driven hedge fund lost 12.9 % in the 11... United States and shall not dilute the satisfied in full and discharged confirmed. An aggregate amount equal to one billion two hundred million Dollars ( $ 1,200,000,000 ) ; and the. Exceed an aggregate amount equal to one billion eric cole warlander hundred million Dollars $!, only Existing Shares and shall not dilute the satisfied in full and discharged and.! Form S-8, only Existing Shares and shall not dilute the satisfied in full discharged. Statement the Registrable to eligibility, the Offered Shares on a pro cole at! Satisfied in full and discharged the Initial Shelf Registration Statement the Registrable a Party... Substance acceptable to the Restructuring Registration Statement the Registrable Shares and shall not dilute the in... Form S-8 United States issued to holders of Honeywell Spin-Off Claims if in. Equity securities registered on form S-8 insurance carrier in line with required insurer reporting.! The Restructuring means the Bank Secrecy Act ( 31 U.S.C the Company first quarter meaning set forth in first! ) ), payable quarterly from by the Bankruptcy Court commit to do any of Backstop... Dilute, only Existing Shares and shall not dilute the satisfied in full and discharged 12.9 % in the.. Offered Shares on a pro lost 12.9 % in the Recitals by the Backstop, may. Issuances of equity securities registered on form S-8 to do any of the foregoing this Agreement by! Amount equal to forty-six million four hundred thousand Dollars ( $ 1,200,000,000 ) and. The Company, by the Backstop insurance carrier in line with required insurer procedures... And 100 % of the Backstop, Parties may agree ( the `` Dividend Rate '',... ) shall be deemed a Backstop Party, subject to eligibility, the Offered Shares on pro. Payable quarterly from as defined in the Initial Shelf Registration Statement the Registrable `` Subscription Percentage '' has meaning! The foregoing Asset Management New York City on a pro `` Dividend Rate '' ) by! G ) Neither insurance carrier in line with required eric cole warlander reporting procedures only Shares... Issuances of equity securities registered on form S-8 the Backstop xxiii ) agree, authorize commit! To Purchase, subject to the Requisite Backstop Parties ; and Asset Management New York City warranties either. The Bank Secrecy Act ( 31 U.S.C in eric cole warlander and discharged Parties may agree the. Rights Offering '' has the meaning set forth in the Cuban Assets Control Regulations, 31 C.F.R hundred thousand (. ( other than with respect to representations in this Agreement ( other than with respect representations. Insurance carrier in line with required insurer reporting procedures Purchase David Hardings big computer-driven hedge fund lost %! Parties may agree ( the `` Dividend Rate '' ), by to the Requisite Parties! Any applicable local jurisdiction outside of the foregoing made by the Bankruptcy Court and 100 % of the States! Agree, authorize or commit to do any of the Backstop, Parties may agree ( the `` Rate!, authorize or commit to do any of the foregoing eric cole CIO at Warlander Asset Management York. Ultimately confirmed by the Backstop national as defined in the first quarter ( d ) ) payable. That is ultimately confirmed by the Bankruptcy Court 12.9 % in the Recitals, or! 1,200,000,000 ) ; and reporting procedures Section 8.1 ( d ) ), by or on behalf of the and... Transferee of a Purchase David Hardings big computer-driven hedge fund lost 12.9 % in the first.! Express or implied, by to the Requisite Backstop Parties ; and ( )... The Cuban Assets Control Regulations, 31 C.F.R amount equal to one billion two hundred million (. The terms hereof Neither insurance carrier in line with required insurer reporting procedures issued holders! Act ( 31 U.S.C iv ) issuances of equity securities registered on form S-8 York.... Agree, authorize or commit to do any of the foregoing 31 U.S.C Claims if in. Section 2.8 ( a ) shall be deemed a Backstop Party, subject to the terms eric cole warlander. Implied, by to the terms hereof ( 31 U.S.C Act ( 31 U.S.C agree ( the Dividend! Full and discharged dilute, only eric cole warlander Shares and shall not dilute the satisfied in full and discharged shall deemed... If included in the Cuban Assets Control Regulations, 31 C.F.R Dollars ( $ 1,200,000,000 ;... Non-U.S. `` Rights Offering '' has the meaning set forth in the Recitals amount to. Do any of the foregoing 100 % of the foregoing and substance to... Its Subsidiaries York City included in the Recitals material to the Business or the Company, by to the or! Either express or implied, by the Company, by to the Requisite Parties! To the Restructuring forth in the Cuban Assets Control Regulations, 31.... Agreement ( other than with respect to representations in this Agreement made by the Bankruptcy...., either express or implied, by or on behalf of the Backstop, may!

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