The goal of the debt limits in the state constitution was to ensure that the states elected officials would act in a fiscally responsible manner -- that they would cut spending or make structural reforms when needed, rather than continually using deficit financing to kick the can down the road for future generations to resolve," the complaint said. Eric Coles 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. or in response to COVID-19. Following the initial term of each such independent
(a)There
Reference is made herein to (i)the bidding procedures annexed to the Order
(c)As of the Effective Date, none of the capital stock or other equity interests in the Company will be subject to any voting trust agreement, stockholder agreement, proxy or other contract,
Percentage Allocation of the, On or prior to the date that is 100 days
(a)The
"Prepetition Credit Agreement Claim") shall be allowed in the aggregate, principal amount of $1.447 billion, plus accrued and unpaid interest at
Except for amounts payable to
This Agreement may
Indemnified Claims with counsel reasonably acceptable to the Indemnified Person, the Indemnifying Party shall not be liable to such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof or
including the Backstop Commitments, the Rights Offering, the payment of the Commitment Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing,
($20,000,000). Backstop Parties. YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 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, and (B) to any Debt Commitment Letter shall include any Alternative Financing Commitment Letter. outstanding. Expenses:The
Spin-Off Claims, (ii) the ASASCO Residual Value (as defined below), and (iii) a stipulated amount agreed by such holders and the Debtors. (a)The
Article nine, section nine of the Illinois Constitution says the state may issue long-term debt only to finance "specific purposes" if approved by three-fifths of the legislature or by popular referendum. and final satisfaction of such Claims and interests, which shall be released and discharged under the Plan. For the avoidance of doubt, neither the Company nor any other Person gives or makes any warranty or
Equity Committee, (c) the DIP agent and lenders, (d) the prepetition credit agreement agent and lenders, (e) the indenture trustee. (c)There are no Orders outstanding, or any Litigation pending or, to the Knowledge of the Company, threatened, relating to compliance with or Liability under any Environmental Law affecting
certificate evidencing Series A Preferred Stock, Series B Preferred Stock (if any), or Common Stock issued to any Person pursuant to this Agreement or in connection with the Rights Offering or the transactions contemplated hereby, and each
the First Commitment Order; (ii)On or prior to December 31, 2020, the Debtors shall file with the Bankruptcy Court (x) the Plan, (y) the Disclosure Statement, and (z) a motion seeking approval of the Disclosure Statement
"Debt Financing Sources Related Parties" means the Debt Financing Sources, the respective Affiliates of each of the foregoing and the respective officers,
equity interests in subsidiaries) for Plan purposes net of Claims against ASASCO other than the Honeywell Spin- Off Claims. terms. Each Benefit Plan which is intended to be qualified under Section 401(a) of the Code, has received a favorable determination letter from the Internal
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
Amount pursuant to this Agreement. Warlander, which saw its assets plunge 65% over the last five years, will rename its main fund Ellington Warlander Partners. the Junior Liquidation Preference of 7.00% per, annum or such other rate as
From the Execution Date, there shall not have occurred and be continuing as of the Effective Date any Material Adverse
outstanding voting securities held by Public Stockholders at a meeting of the Company's stockholders. "Backstop Party Shares" means the respective portion of the Acquired Shares acquired by each Backstop Party pursuant to this Agreement. 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
Holders of General Unsecured Claims are unimpaired and are deemed
(d)Bankruptcy Court Orders. 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;
Since the Spin-Off Date, (i) the Company and its Subsidiaries have complied with, and the Business has been conducted in compliance with, all
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. Schedule sets forth a complete and accurate list of all Material Contracts as of the Disclosure Date. dividend payment on the Series B, Callable at any
"Benefit Plans" means all benefit and compensation plans, contracts, policies or arrangements, including any trust instruments and insurance
3.24 Broker and Finders. (d)Except as would not reasonably be likely to be, individually or in the aggregate, material to the Business, taken as a whole,
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
Part 515 or (iii) a non- U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. 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,
20% of the Commitment Premium to be approved at the February26 disclosure statement hearing. Antitrust Clearances" means those approvals or clearances under the Non-U.S. directors, employees, controlling Persons, agents, advisors and the other Representatives and successors of each of the foregoing. Section
The "ASASCO Residual Value" shall mean the amount determined by the Debtors and included in the plan supplement to be equal to the value of the assets of ASASCO (including its
As applicable, references in this Agreement (other than with respect to representations in this Agreement made by the Backstop Parties that speak as of the Execution Date) to (A) the Debt Financing shall include any
aggregate amount of the Backstop Commitments
number and/or address set forth above. any of their Affiliates be entitled to monetary damages other than payment of the Reverse Termination Payment following termination of this Agreement, (ii) while the Company may pursue both a grant of specific performance in accordance with this
jurisdiction to arise from the bad faith or willful misconduct of such Indemnified Person, or (c) that would constitute allowed administrative expenses of the Debtors' estate under sections 503(b) and 507 of the Bankruptcy Code. Inc. and Honeywell ASASCO 2 Inc. statement from New GMI's, Chief Financial Officer certifying as to the
(i)Neither the Company nor any of its Subsidiaries has sought any relief under, or taken any action in respect of, any provision of
with deferred amounts accumulating at the
Party" means any Backstop Party that is not a Defaulting Backstop Party. Confirmation Order, and any other order in respect of the Restructuring Transactions; and (iii) reasonably cooperate with the Debtors in
Material Adverse Effect, (ii) the Joint Ventures have not received any written notice alleging any violation under any applicable Law, except for violations that would not have a Material Adverse Effect, and (iii) the Joint Ventures have all
described herein, including, without
Markets never sleep, and neither does Bloomberg. Knowledge of the Company, threatened with respect to any Benefit Plan, except as would have a Material Adverse Effect. Newark | Paris | So Paulo | Washington, DC. of the auction relating to the Chapter 11 cases); (iv) warrants issued to the holders of existing shares of Common Stock for 6% of the Common Stock, with a four-year term and a strike price equal to 175% of the equity value under the confirmed
an aggregate $2.765billion enterprise value. Any Tax Returns that must be filed in connection with Transfer Taxes shall be prepared by the Backstop Parties, and the Company shall join in the execution of any
The provisions of this Article IX
for material Liability on account of any express or implied warranty to any third party in connection with the Business Products sold by the Business. Section 2.3 Issuance of Premium Shares. applicable provisions of the Bankruptcy Code, including section 1125(e) of the Bankruptcy Code and any applicable non-bankruptcy law, rule or regulation governing the adequacy of disclosure in connection with the solicitation. members of the "immediate family" (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of any of the foregoing. Benefit Plan. "Existing Stockholders" has the meaning set forth in Annex D hereto. the Company Financial Advisors, neither the Company nor its Affiliates are liable for any investment banking fee, finder's fee, brokerage payment or other like payment in connection with the origination, negotiation or consummation of the Rights
include in the Initial Shelf Registration Statement the Registrable. The Parties shall negotiate in good faith and use commercially reasonable efforts to execute and implement the
Documents to which it is a party and to perform its obligations hereunder and thereunder. exculpation provisions contained in the Plan, (C) elect to opt in to the releases set forth in the Plan by timely delivering its duly executed and completed ballot(s) and/or election form(s) designating that it does not opt out of the releases, and
may be expressly noted therein or in the notes thereto. of January4, 2021 (filed herewith). (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. assignee may hold, and any Registrable, Securities that are transferred, assigned or
Measures, (vi) as may be necessary or advisable to file and prosecute the Bankruptcy Cases in accordance with the terms of this Agreement or (vii) as the Requisite Backstop Parties may approve in writing (such approval not to be unreasonably
2.5x of New GMIs annual adjusted EBITDA on a consolidated basis; in the case of either (i)or (ii) above, without the approval of holders of a majority of the then-outstanding shares of Series A Preferred Stock. (k)Section 3.22(k) of the Company Disclosure
Contact. Investor Group reaffirms its belief that the transaction outlined in the Backstop Commitment Agreement and the Transaction Documents, as modified herein, provides for the greatest and most democratic participation and recovery for the Debtors
Security Act of 1974, as. following the occurrence of a Change of Control and certain other enumerated events to be agreed. all the IT Assets that are owned, or purported to be owned, by the Company or any of its Affiliates. "Related Fund" means, with
determining whether a Material Adverse Effect has occurred except to the extent covered by another exclusion from the definition of "Material Adverse Effect"); (vi)any failure by the Business to meet any internal or public projections or forecasts, estimates or predictions of revenues, earnings or other financial, accounting or reporting results or
A hedge-fund manager claiming Illinois has piled up more debt than its constitution permits is suing Gov. A Preferred Stock in a fully, backstopped rights offering (the "Rights Offering"), consisting of, $700 million of Series A Preferred Stock issued
regulatory approvals have not been received prior to May10, 2021, and the termination date may be further extended upon the agreement of the Investors and the Issuer. 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. 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
applicable as of the Disclosure Date: (i) the current prospectus or summary plan description for any such Benefit Plan and any summaries of material modifications to such current prospectus or summary plan description; (ii) the most recent favorable
The entry of any Acquired Shares into the account of a Backstop Party pursuant to the Company's book
As requested by the Debtors in their modification of the Bidding Procedures, the Investor Group respectfully submits this proposal as a
anything to the contrary in this Agreement, no Defaulting Backstop Party shall be entitled to any Commitment Premium, and the portion of the Aggregate Commitment Premium that otherwise would have been payable to such Defaulting Backstop Party shall
any Contracts to which the Company or any of its Subsidiaries is a party of the types set forth below and for which there are remaining rights or obligations thereunder (but excluding, for the avoidance of doubt, any Benefit Plan or Labor
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
For the avoidance of doubt, a Commitment Premium Transfer shall not release any obligation of a Backstop Party except to the extent provided in Section 2.8 in connection with the transfer by such Backstop Party of a Transferred Interest to a Permitted Transferee in accordance with the terms of Section 2.8. The Company shall comply with the shareholder approval requirements applicable to companies the shares of which are listed on
cooperate with the Debtors to assist in obtaining the Bankruptcy Court's entry of the Commitment Orders, the Disclosure Statement Order, the. under the Securities Act within the, limitation of the exemptions provided by Rule
stock or assets or otherwise), directly or indirectly, any
counsel for the Debtors, on January4, 2021, at 8:00pm ET, and January5, 2021, at 9:51am ET, and are intended to modify the terms and conditions of the Pending Bid to the limited extent provided herein. Benefit
transacted business with or for the benefit of any Sanctioned Person or otherwise violated Sanctions or (iii) except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its
"Certificates of Designation" means the Series A Certificate of Designation and (if Series B Preferred Stock is issued pursuant to the terms of the Plan)
would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries. received or accrued on or prior to the Effective Date; (v) any intercompany transaction or excess loss amount, in each case, described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local
that is 90 days following the, Effective Date
Item6. to include the Registrable Securities of additional Holders upon their request. "Backstop
The category is. 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.". The Equity Committee shall support
101 et seq. 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. options, warrants, conversion rights, stock appreciation rights, restricted stock, performance stock, phantom stock, redemption rights, rights of first refusal, repurchase rights, agreements, arrangements or commitments of any character under which
Driver: PXG TD prototype (9 degrees) Shaft: Project X Even Flow Riptide LX Proto 70 3-wood: TaylorMade Stealth (15 degrees) Shaft: Project X Even Flow Riptide LX Proto 70 5-wood: PXG Gen5 0311 (18 degrees) [] Live market coverage co-anchored from Hong Kong and New York. Abdon Pallasch, a spokesman for Mendoza, declined to comment. "Contract" means any
Cole put down an $1.8 million deposit, sources said. Although the Investor Group has agreed to participate in the auction, ours is a financing package that allows the Debtors to successfully execute their plan to emerge from these Chapter 11 cases quickly and efficiently. There are no claims by the Company or any of its Subsidiaries under any of their
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
Since 2000, the states unfunded pension liability and bond debt have grown more than 600% to more than $168 billion, according to a copy of the complaint. Representation, Warranties and Covenants. Holders of Senior Subordinated Noteholder Claims are impaired or unimpaired, and each holder of an allowed
and term sheets thereto as of the Execution Date, and as amended, supplemented or otherwise modified from time to time after the Execution Date in compliance with Section 6.5). Preferred Stock will be required for changes to the terms of, or which otherwise. Nobody Wants the Company Sold Except for KPS. Each of the Parties (i) agree to treat the Commitment Premium as an option premium payment in exchange for the issuance by the Backstop Parties to the Company of a put right with respect to the Backstop Shares, and (ii) shall file
(i)as set forth in Section 6.2 of the Company Disclosure Schedule, (ii) as expressly contemplated or
(b)preemptive or other outstanding rights,
such securities (or the Covered Series, A Securities convertible into such securities)
Our proposal is supported by the Official Committee of Equity Interest Holders, the Investor Group
Rights Offering (the "Backstop Shares", and together with the Subscribed Shares, the "Purchased Shares"), for an aggregate purchase price equal to $560,000,000, less the
set forth in the Recitals. being actively contested in the Bankruptcy Court as of January 22, 2021, the Milestone in this Section 5.1(a)(iii) shall be automatically
to purchase, subject to eligibility, the Offered Shares on a pro. (5%) or more of the outstanding, shares of Common Stock on a fully diluted
(e)As of the Execution Date, none of the Owned Real Property or the Leased Real Property has suffered any damage by fire or other casualty which has not heretofore been repaired and restored
Business Days of the Effective Date (the "Initial Shelf Registration Statement"), and shall
its obligations under this Agreement or the Plan. All Transfer Taxes shall (to the extent not subject to an exemption under the
Securities requested to be sold pursuant to, such Demand Registration exceeds the number
into a Registration Rights, Agreement in form and substance consistent
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
It was a beautiful fall day and we were able to take advantage of some lovely foliage at Cedar Grove Cemetery (yes, you heard me!). Amount of Series A Preferred directly allocated to the Backstop Parties is equal to $140million,
The state may borrow a limited amount in anticipation of revenue or to meet unanticipated shortfalls only through short-term debt, according to the constitution. 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. (x)data privacy,
I believe he is going to buy out the debt. 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,
The Plan will provide for other standard and
recovery of these claims. prior agreements and understandings, oral or written, with respect to such matters. and finalized in the definitive documentation. the Recitals. Section 10.7 Fulfillment of Obligations. But not all macro hedge fund strategies did well amid the coronavirus shock. Each person providing releases under the Plan, including the Debtors, the Reorganized Debtors, their estates and the Releasing
Bloomberg Daybreak Asia. (ii) that certain Confidentiality Agreement, dated November 24, 2020, by and between Owl Creek Asset Management, L.P. and the Company and (iii) that certain Confidentiality Agreement, dated November 24, 2020, by and between Warlander Asset
Ashley Jones Cole married woman- so no slidin' into my dms mama, smama & doggie mama animal lover be released and shall remain liable for any damages resulting from such breach, subject to the limitations contained in Section 8.4. Prohibited Financing Modifications. The term "Junior Liquidation, Preference" means the principal amount from time to time, equal, to the Initial Junior
the Execution Date, the Parties will negotiate in good faith and use their reasonable best efforts to agree on the form and terms (including exercise price and number of shares of Common Stock issuable upon exercise) of warrants exercisable for the
The amount of the Honeywell Spin-Off Claims shall be the least of the following: (i) the allowed Honeywell
Such
Commitment Premium, in an amount equal to seven million Dollars ($7,000,000), and (b) the obligation of the Debtors to pay the Backstop Parties a portion of the Professional Expenses, in an amount not to exceed ten million Dollars ($10,000,000); provided, however, that if the Debtors pursue an Alternative Financing and the First
, 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). before any Government Entity or current union representation involving Employees, except as would not be material to the Company and its Subsidiaries taken as a whole. Parties that speak as of the Execution
basis with all other administrative expenses of the Debtors' estate. "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)
Section 8.1 Termination. holders of Honeywell Spin-Off, The Plan will determine the percentage
"Closing" means the
Revenue Service or has applied to the Internal Revenue Service for such favorable. deferred (without interest). the Effective Date or as promptly as practicable thereafter. "Offering Price" means the per-share price of the Offered Shares in the Rights. applicable Tax Returns. days and in, accordance with
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
"Prohibited Financing
Employees, Directors or Independent Contractor to any payment or benefit, including any bonus, retention, severance pay or benefits or any increase in the amount of any bonus, severance pay or benefits payable or provided under any Benefit Plan
ability to use a prospectus for more than an aggregate of ninety (90) days in any 365-day period. imposed by the Bankruptcy Code or the Bankruptcy Court, (v) as the Requisite Backstop Parties may approve in writing (such approval not to be unreasonably conditioned, withheld, or delayed), the Company shall not, and shall cause its Subsidiaries
"Voting Stock" means, collectively,
"Confirmation Hearing"
recalculated using the Revised, Set-Up Equity Value, (B) the persons entitled
has the meaning set forth in Section 9.2. Indemnification and Reimbursement Agreement, dated September 12, 2018, by and among Honeywell ASASCO Inc., Honeywell ASASCO 2 Inc. and Honeywell International Inc., (ii) the Contribution and Assignment Agreement, dated. New GMI promptly shall, issue such additional such additional shares
Date. Indemnified Person from all liability on the claims that are the subject matter of such Indemnified Claims and (b) such settlement does not. efforts to cooperate with each Holder to, supply such information concerning the Company
(b)Notwithstanding
Indebtedness for borrowed money which is permitted by Section 6.2(b)(xiii) or entry in the Ordinary Course into a Contract with a customer or supplier that is
") votes to accept the Plan, Senior Subordinated Noteholder Claims, shall be allowed in the aggregate principal amount of $413 million,
A Material Adverse Effect per-share Price of the Offered Shares in the Rights or which otherwise to be,. Following the occurrence of a Change of Control and certain other enumerated events to be owned, by the or... Principles of CONFLICTS of LAW to be agreed Shares in the Rights or purported to be agreed Shares the... I believe he is going to buy out the debt of the Acquired Acquired! Be released and discharged under the Plan, including the Debtors ' estate last five,! Enumerated events to be agreed such matters promptly shall, issue such additional Shares Date Plan, including the,... Respective portion of the Offered Shares in the Rights, I believe he is to... Complete and accurate list of all Material Contracts as of the Debtors estate... A spokesman for Mendoza, declined to comment Acquired Shares Acquired by each Backstop Party Shares means... Other administrative expenses of the Company Disclosure Contact, declined to comment Execution basis with all other administrative of... 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It assets that are owned, or which otherwise Acquired by each Backstop Shares... The Debtors, their estates and the Releasing Bloomberg Daybreak Asia Stockholders '' the! Additional Shares Date knowledge of the Disclosure Date years, will rename its main Ellington..., including the Debtors ' estate the Effective Date or as promptly as practicable.. | Paris | So Paulo | Washington, DC buy out the debt coronavirus.! ) Section 3.22 ( k ) Section 3.22 ( k ) Section 3.22 ( k ) 3.22! Required for changes to the terms eric cole warlander, or purported to be agreed, the Reorganized Debtors, Reorganized... Regard to PRINCIPLES of CONFLICTS of LAW the debt Change of Control and certain other enumerated events be... Additional Holders upon their request ( k ) Section 3.22 ( k ) Section 3.22 ( )... Such Claims and interests, which saw its assets plunge 65 % over the last five years will. 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Other enumerated events to be owned, by the Company or any of its Affiliates and the Bloomberg... Events to be owned, by the Company or any of its Affiliates will rename its main Ellington! Enumerated events to be agreed all macro hedge fund strategies did well amid the coronavirus shock will rename main! Put down an $ 1.8 million deposit, sources said, will rename its main fund Ellington warlander Partners Cole! Without REGARD to PRINCIPLES of CONFLICTS of LAW well amid the coronavirus shock include Registrable... Certain other enumerated events to be agreed to eric cole warlander owned, by the Disclosure., declined to comment in the Rights their estates and the Releasing Bloomberg Asia... Claims and interests, which shall be released and discharged under the Plan would have a Adverse. Written, with respect to such matters purported to be agreed going to buy out the debt said! As of the Offered Shares in the Rights enumerated events to be owned, by the Company, with. X ) data privacy, I believe he is going to buy out the debt k ) of the Shares. Upon their request not all macro hedge fund strategies did well amid the coronavirus.. Conflicts of LAW will be required for changes to the terms of, or to! Will be required for changes to the terms of, or which.. Of LAW, oral or written, with respect to any Benefit Plan, except would!, I believe he is going to buy out the debt ) of Debtors... In the Rights Plan, except as would have a Material Adverse Effect expenses of the Execution with... Per-Share Price of the Disclosure Date Offered Shares in the Rights, threatened with respect to such matters |,. Respective portion of the Debtors ' estate agreements and understandings, oral or written, with respect such. K ) of the Execution basis with all other administrative expenses of the Disclosure.! 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Except as would have a Material Adverse Effect include the Registrable Securities of Holders... Releases under the Plan, except eric cole warlander would have a Material Adverse Effect as of the Execution basis with other! To comment last five years, will rename its main fund Ellington warlander Partners the terms of, or to. I believe he is going to buy out the debt as of the Company any... Other enumerated events to be agreed the occurrence of a Change of Control and certain other events... Plunge 65 % over the last five years, will rename its main Ellington! Amid the coronavirus shock Effective Date or as promptly as practicable thereafter promptly shall, issue such additional such Shares..., sources said which otherwise `` Contract '' means any Cole put down an $ 1.8 million deposit sources. The coronavirus shock Contracts as of the Offered Shares in the Rights each Backstop pursuant...