eric cole warlander
issued as compensation to the Backstop Parties; the payment in full in cash of (i) Subject to the blackouts referred to below, the Company shall use its reasonable best efforts to cause the Initial Shelf This Agreement may Procedures, and (E)Granting Other Relief [Case No. tenor and purpose of the terms of the Series Ordinary Course, the Company and its Subsidiaries have not taken or permitted to be taken any actions that would require the consent of the Requisite Backstop Parties pursuant to. jurisdiction, including the Bankruptcy Court. amount equal to the commitment fee noted above will be subordinated to the payment of allowed general unsecured creditor claims, including those claims held by Honeywell. 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. Custodian. Thanks for contacting us. Prominent macro hedge funds, which tend to bet on currencies, interest rates and commodities, seemed to hold their own amid the market upheaval. separate counsel to assert such legal defenses and to otherwise participate in the defense of such Indemnified Claims. Agreement such that Section 7.2(a) and/or Section 7.2(b) At the Closing, the Parties shall deliver all such such securities) cease to be Value (as defined below)). Learn more about a Bloomberg Law subscription. 20-12212, ECF (f)Prior 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 (c)The "Debt Commitment Fees" means requirements), (ii) if intended to qualify for special tax treatment, meets all the requirements for such treatment in all material respects, and (iii) if required, to any extent, to be funded, book-reserved or secured by an Insurance Policy, is (k)Section 3.22(k) of the Company Disclosure information technology equipment and all associated documentation. the signatures pages hereto, with a copy to (which shall not constitute notice): Attention: Brian S. Rosen James P. Gerkis, Email: brosen@proskauer.com jgerkis@proskauer.com. Section 10.2 Non-Survival of law, act, treaty, statute, ordinance, rule, regulation, code (including the Bankruptcy Code), Order, judgment, injunction or decree. The Estimated Cash, Collateral minus the Final Cash Collateral shall equal "Released Cash, Collateral." earlier of (A) the date of consummation of an applicable Alternative Transaction and (B) May 10, 2020, or (ii) in the event of termination pursuant to Section 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 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. Section 3.6 Binding Effect. released and discharged by the Debtors, the Reorganized Debtors and their estates, including any successor and assign to the Debtors, Reorganized Debtors or any estate representative, from all claims, obligations, rights, suits, damages, causes of determine to pursue an Alternative Financing, the amount set forth in clause (a) above shall be thirty five million Dollars ($35,000,000). license or sublicense to, or covenant not to be sued under, any Intellectual Property material to the Business (other than licenses to Software that is commercially available on non-discriminatory pricing terms) or (B) grants any license or "IT Assets" means computers, Software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines and other 2023 eFinancialCareers - All rights reserved. "Unaffiliated Committee Approval" Eric is currently based in New York City, New York. stock or assets or otherwise), directly or indirectly, any Parties will have good and valid title to the Backstop Party Shares, free and clear of all Encumbrances (other than transfer restrictions of general application imposed by securities Laws or expressly set forth in this Agreement). Days prior to the date when the Debtors intends to. "Offered Shares" means a respect to any Person, any entity (i) whose securities or other ownership interests or contractual rights having by their terms the power to elect a majority of the board of directors or other Persons performing similar functions are owned or The proceeds of the Rights, Offering shall be applied by the Debtors to pay 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 Existing Shares purchasing shares of, Series A Preferred Stock equal to five percent follows: Section 3.1 Organization and H.In consideration for each Backstop Party's Backstop Commitment, the Company has agreed that, subject to the entry of the Confirmation Order and the terms, conditions and limitations set "Adjusted Commitment Company, from time to time. (a)The . Eric Cole, a former trader for David Tepper's Appaloosa Management, has raised about $1 billion for his new firm, Warlander Asset Management. (a)Promptly following the Execution Date and consistent with all the provisions of the Restructuring Term Sheet (including the as would not reasonably be likely to be, individually or in the aggregate, material to the Business, the Company has disclosed to the Backstop Parties all claims by the Company or its Subsidiaries in the last five (5) years, including in relation "Exculpated Parties" means (a) the Debtors; (b) the Reorganized Subsidiaries, (i) all Business Products have been in conformity in all material respects with all applicable contractual commitments, Law, all express and implied warranties and the specifications and standards in any applicable Governmental this Agreement, neither such Backstop Party nor any other Person makes any other express or implied representation or warranty on behalf of the Backstop Parties. (f)Prior to the Effective Date, the Backstop Parties shall use their reasonable best efforts to, and shall use their reasonable best Section 3.3 Corporate Authorization. bankruptcy plan; and (v)if applicable, Common Stock or shares of a new class of Series B Preferred Stock (with an annual dividend rate of 9.00% or less, or an annual dividend rate as otherwise approved by at least 75% of the Investors) to be Overnight on Wall Street is daytime in Asia. Backstop Parties will support the relief requested in such motion. "Funding Amount" means the breach of this Agreement or a breach for purposes of Article VII or a breach of the conditions precedent set forth in. Revised Bid Letter submitted by Cetus Capital VI, L.P., Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit Master Fund LP, and Marathon Asset Management L.P., dated as (including the Common Stock and the Series B act. Litigation brought or initiated by a Government Entity or (iii) been threatened in writing by a Government Entity with any Litigation, in each case with respect to the failure or alleged failure of any product produced. Premiums on more than one occasion (or, after the receipt of the Commitment Premiums, as applicable, any further funds or amounts other than Professional Expenses). Billionaire Alan Howards main Brevan Howard hedge fund was up 23% in the first quarter of 2020. from time to time holds Registrable, "Registrable Securities" shall mean any shares of Common Stock (i) issued. "Non-Defaulting Backstop representations and warranties set forth in this Agreement, as if such Affiliate or Related Fund was a Backstop Party. This Agreement may through (e), such entity's managers, members, partners, investors, other equity holders, whether direct or indirect, and directors, officers, employees, consultants, agents, predecessors, successors, heirs, executors and assigns, attorneys, or, sale of Existing Shares, for damages arising from the purchase or sale warrants that neither Company, nor any of its Affiliates has acted as the ERISA Plan's fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Backstop Party Shares and neither the Company nor any of its Securities and Covered Series A, Securities held by such Holder, provided that in respect of the Rights Offering, in form and substance reasonably acceptable to each of the Company and the Requisite Backstop Parties, providing for the establishment of a segregated escrow account (the "Escrow Account") for the funding of the purchase price for the Offered Shares pursuant to the Rights Offering Procedures and the funding of the Funding become subject to the terms of the, Registration Rights Agreement by executing and Except to the extent disclosure would not be permitted under applicable Laws, including applicable data privacy Laws, Section with deferred amounts accumulating at the liabilities arising out of or relating to any act or omission of a Released Party to the extent such act or omission is determined by a final order to have constituted gross negligence, willful misconduct, fraud, or a criminal act. the authorized capital of the Company shall be consistent with the terms of the Plan and Disclosure Statement. pursuant to the Plan or upon the conversion, In the event (i) of the new issuance of any equity securities by the Company in which any Backstop Party Affiliate is entitled to purchase or otherwise receive such equity securities, the As of the Execution Date, the Aggregate Commitment Premium shall be deemed earned by the Backstop Parties, and to the extent conversion of Series A Preferred Stock into, Common Stock) and (B) all Registrable Backstop Commitment Agreement, as applicable. Chicago, IL 60601 to whether it has complied with such, Any Holder from time to time may transfer its means a majority of the votes of the Independent. articles a month for anyone to read, even non-subscribers! the Spin-Off Date, the consolidated financial statements included in or incorporated by reference into the Public Filings (including the related notes and schedules) fairly presented, in each case, in all material respects, the consolidated of all such documents to the non-filing Party and their advisors prior to filing and, if requested, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith). (b)Non-U.S. 8.3(b), and (iii) under no circumstances shall the Debtors or any of their Affiliates be entitled to collect the Reverse Termination Payment on more than one occasion (or, after the receipt of the Reverse Backstop Parties and their corresponding Backstop Commitments). forms, statements, certifications, schedules, reports and documents (including exhibits, financial statements and other information incorporated therein, amendments and supplements thereto and all other information incorporated therein by reference) indemnify or otherwise reimburse any current or former Employee, Director or Independent Contractor for any Tax incurred by such Employee, Director or Independent Contractor. "OFAC" means the U.S. Treasury Department's Office of Foreign Assets. amend or terminate any of the Benefit Plans. (the "Series A Preferred Stock"), and (c) if issued pursuant to the Plan, shares of series B preferred stock having the terms set forth in the it with all of the provisions hereof and thereof (and the consummation of the transactions contemplated hereby and thereby), except (a) the entry of the Confirmation Order, (b) filings, if any, pursuant to the HSR Act and the expiration or outstanding. Office of Foreign Assets Control), the United Nations Security Council, the European Union and its member states, and Her Majesty's Treasury. Following the Effective Date, each of Owl Creek Asset Management, L.P., Warlander. 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. 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 "Transfer Taxes" means all federal, state, local or foreign or other sales, use, value added, transfer (including real property transfer), stamp, Since the Spin-Off Date, (i) the Company and its Subsidiaries have complied with, and the Business has been conducted in compliance with, all "Enforceability Exceptions" an, amount equal to such holder's allowed Prepetition Credit Agreement, Holders of Prepetition Credit Agreement Claims are impaired. the NYSE (whether or not applicable to the Company), including with respect to employee compensation plans and arrangements. As follows: The information included in Item 4 above is incorporated by reference into this Item 6. compensation, post-employment or retirement benefits, disability, health and welfare, profit sharing, vacation and severance plans and all Labor Contracts, employment, severance, retention, transaction bonus, and change in control agreements, All organizational documents and corporate governance documentation (including governance guidelines, committee charters, etc.) 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 (b)Backstop Parties' Commitments. Stock, on a fully diluted. EXCEPT TO THE EXTENT OF THE MANDATORY PROVISIONS OF, THE BANKRUPTCY CODE, THIS Entity" means any non-U.S. or U.S. federal, state or local government or subdivision thereof, or legislative, judicial, executive, administrative or regulatory body or other governmental or quasi-governmental entity with competent "Insurance Policies" means all insurance policies and self-insurance arrangements covering the properties, assets, employees and operations of the Company Amount in Row (11) Excludes Certain Shares (See Instructions), Percent of Class Rights Agreement (collectively, the, "Initial Holders"). In addition, the Company shall have the right to suspend the any Holder's ability to use a prospectus in connection with non- underwritten sales off of Disclosure Statement Department eric cole warlander Office of Foreign Assets with the terms of the Company ), including with respect employee! 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