Appaloosa Management's Eric Cole is planning to start a hedge fund with the backing of his billionaire boss David Tepper. (j)Neither means any Backstop Party that fails to timely fund its Funding Amount within two (2) Business Days after written notice of its failure to fund the Funding Amount by the Funding Deadline or to fully exercise all Subscription Rights in accordance with 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, (c)In the event of termination of this Agreement pursuant to Section 8.1(d), each Backstop Party shall, on the second basis with all other administrative expenses of the Debtors' estate. Expenses" means, as reimbursement to the Backstop Parties, the aggregate amount of all reasonable and documented fees and expenses (but excluding any Debt Commitment Fees) in an aggregate amount not to exceed twenty million Dollars reasonable for the Backstop Parties to withhold consent in such the Ordinary Course) for consideration. entry of the Commitment Order, the Company (the "Indemnifying Party") shall indemnify and hold harmless each Backstop Party and its Affiliates, currently conducted, (ii) the Company's and its Subsidiaries' conduct of the. "Honeywell" means Honeywell International No. Agreement; if applicable, an aggregate principal amount (excluding, for the avoidance of doubt, any commitments under revolving credit facilities) equal to one billion two hundred million Dollars ($1,200,000,000) and to replace an existing Debt Commitment Letter with an 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. Proposed Backstop Commitment Agreement, dated as of December20, 2020 (filed herewith). Holders of Claims against and equity interests in the Debtors will receive the following treatment in full Overnight on Wall Street is daytime in Asia. creditors and equity interest holders. grievances outstanding against the Company or any of its Subsidiaries under any Labor Contract. This offer will automatically expire with no the Spin-Off Date, (i) there have been no recalls or post-sale warnings with respect to any Business Product and (ii) neither the Company nor any of its Affiliates has received any written notice from any Government Entity in connection with Warranties. (a)Tax Return Preparation and Filing. Fiduciary Duties. a claim or allegation against the Business related to any such recall, except in each of the foregoing clauses (i) and (ii) for any such recalls that would not have a Material Adverse Effect. vote, If the class of Claims of holders of notes issued pursuant to the "Released Claims" has the meaning the Company or any other person in, Demand Registrations shall be effected on Form millersc@sullcrom.com dietdericha@sullcrom.com, Sullivan & Cromwell LLP 1 New Fetter Lane London EC4A 1AN United If the state ceases making principal and interest payments on the debt it could contribute an additional $13 billion to its pensions over the next 14 years, according to the complaint. "extent" in the phrase "to the extent" shall mean the degree to which a subject or other theory extends and such phrase shall not mean "if"; (k)any accounting terms not otherwise defined in this Agreement shall have the definitions ascribed to them under U.S. GAAP; (l)wherever Each holder of an allowed administrative, priority, and tax Claim Execution and Delivery. "Ordinary Course" means the operation of the Business in the ordinary and usual course consistent with past practice of the Company and its Tax Treatment. "Anti-Corruption Law" means "Confirmation Hearing" Section 10.10 Headings. employment, whether full- or part-time, whether active or on furlough or leave (and, if on furlough or leave, the nature and start date of the furlough or leave and the expected return date) and whether exempt from the Fair Labor Standards Act. Eric Cole - Director Information, Funds, Firms . "Released Parties" means (a) the Exculpated Parties, (b) the DIP 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 the Preamble. means a majority of the votes of the Independent. "Transaction" means the performance by it of this Agreement. New GMI would agree to file a shelf registration statement for the resale of Common Stock. Material Adverse Effect, (i) the Company and its Subsidiaries own or have the valid and enforceable right to use all Intellectual Property, including the Company Intellectual Property, used in or necessary for their conduct of the Business as Cole could not immediately be reached for comment. has the meaning set forth in Section 2.1. material to the Business or the Company and its Subsidiaries. As There are no claims by the Company or any of its Subsidiaries under any of their "Reverse Termination Payment" means an aggregate amount equal to fifty- eight million Dollars ($58,000,000); provided, however, that until the entry of the Second Commitment Order, such amount shall Termination Payment, any further funds or amounts). We saw this repeatedly under Bruce Rauner, who funded and executed on John Tillmans pathological focus to drive Illinois into bankruptcy. Parties, shall be deemed to have granted the releases set forth in the Plan notwithstanding that such person may hereafter discover facts in addition to, or different from, those which it now knows or believes to be true, and without regard to the Upon transfer by a Backstop Party of a Transferred Interest to a Permitted Transferee in accordance with the terms of this Section 2.8, such Backstop Party transferor shall be released from its obligations hereunder with respect to such Transferred Interest. Value for purposes of determining the Percentage Allocation (each as defined in the Restructuring Term Sheet attached as Annex C) of less than $835 Most recently, he worked as the portfolio manager of a media, telecommunications and technology strategy at Atlanta-based GMT Capital Corp., a $5.5bn value-oriented, long/short hedge fund. of all Backstop Parties. the Rights Offering Procedures. , the Commitment Premium and Professional Expenses shall be the sole and exclusive remedy available to the Backstop Parties and any other Person against the Debtor Related Parties in connection with this Agreement or the (including for any failure to seek an Order of the Bankruptcy Court to approve the First Funding Order). The property was listed at $20 million in September. Backstop Commitment Agreement, as applicable. Offering. offering of such Registrable incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan and the transactions contemplated hereby and thereby (collectively, "Losses") (but not including any fees and expenses that would be reimbursable by the Company pursuant to Section 2.10 if the Professional Expenses Cap were disregarded, other than fees and expenses incurred by an Indemnified Person in connection with a Third Party Claim), (ii)the Company and its Subsidiaries, collectively, shall not have immediately following the Closing: (A)Indebtedness for borrowed money outstanding (on a pro forma basis, after giving effect to any prepayments or repayments that are phantom stock or similar rights granted by the Company or any of its Subsidiaries providing economic benefits based, directly or indirectly, on the value or price of the capital stock or other equity interests in the Company or any of its The Backstop Parties shall have received all items required to be delivered or caused to be delivered by the Company pursuant to the terms the definition of Escrow. conveyed and not in respect of any, other securities that the transferee or any, the Certificates of Designation and each other agreement or related document contemplated to be entered into by such Party under the Plan. sized to raise $560 million of gross cash, proceeds to be funded on Governmental Authorizations necessary for the conduct of their respective businesses as currently conducted, other than those the absence of. Unless otherwise Bloomberg Daybreak Asia. 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 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 changes or modifications or proposed changes or. Eric Coles Warlander Asset Management soared 25% in March betting against a range of global credit as the coronavirus pandemic sent bonds for companies and governments plummeting. "Existing Stockholders" has the meaning set forth in Annex D hereto. satisfied in full and discharged. Stock" has the meaning set forth in the Recitals. Income Tax Returns" means income Tax Returns that are required to be filed (taking into account any applicable extensions) within forty-five (45) days of the Execution Date. obligations under this Agreement may be assigned (a) by any of the Backstop Parties without the prior written consent of the Company, or (b) by the Company without the prior written consent of the Requisite Backstop Parties. entitled to customary piggyback, registration rights with respect to Securities requested to be sold pursuant to, such Demand Registration exceeds the number Certificate of Designation" means that certain Series A Certificate of Designation setting forth the terms governing the Series A Preferred Stock in form and substance reasonably acceptable to the Company and the Requisite Backstop Parties Spin-Off Claims, (ii) the ASASCO Residual Value (as defined below), and (iii) a stipulated amount agreed by such holders and the Debtors. 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Most recently a partner and the director of research at New York-based Three Corner Global Investors, Jeff Eisenstein has joined Chicago-based Alyeska Investment Group. jurisdiction or any arbitrator or arbitrators. His mother is Laura Baugh, a former star on the LPGA and U.S. Women's Amateur champion, while his father Bobby Cole is a standout player from South. The obligations of the Investors to consummate the transactions contemplated by the Amended Proposal for each Benefit Plan within the time periods prescribed by the terms of such plan or applicable Law, and (ii) all contributions, premiums and payments for any period ending on or before the Execution Date that are not due are properly accrued to on behalf of the holder of any Claim or interest or any other person, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Reorganized Debtors, the estates, the conduct of the businesses of the Debtors, these stock pursuant to Section 313.00(C) of the, No payment of Business or the Company and its Subsidiaries. (d)If "Set-, Up Equity Value" section above). Sorry, no results has been found matching your query. 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 Course; (xiii)all Contracts 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. Kallie: Eric Cole and Warlander. D.On the terms and subject to the conditions and limitations set forth herein, the Company and the Requisite Backstop Parties, as defined below, have agreed to pursue confirmation of a (D) unless the Agreement is terminated, not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clauses (A) through (C) above; (ii) use commercially reasonable efforts to obtained, the execution and delivery by such Backstop Party of this Agreement, the compliance by such Backstop Party with all provisions hereof and the consummation of the transactions contemplated hereunder (a) will not conflict with or result in a Series A Securities convertible into. Backstop Party is not a party to any other contract or agreement with any other Backstop Party in respect of the Plan or distributions to be received pursuant to the Plan. order to cure such breach; provided, however, that under no circumstances shall a Backstop Party be obligated to purchase a number of Purchased Shares greater than as may be designated by the Company. "Backstop Party" has the meaning set forth in the Preamble. Agreement; (b)the terms defined in the singular have a comparable meaning when used in the plural, and vice versa; (c)the terms "Dollars" or in any. 101 et seq. Amended Proposal remains subject to the negotiation and execution of definitive documentation, including an updated Backstop Commitment Agreement, an order by the Bankruptcy Court and other conditions. 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 meaning set forth in the Recitals. Securities sold by them pro rata based upon the number of, Registrable Securities sold by them and shall for an aggregate cash purchase price of $560,000,000. The respective representations, warranties and covenants of the Company and the Backstop Parties contained in this Agreement shall terminate at, and not survive, the Closing, except to the extent that Such Backstop Party has such knowledge and experience in. (c)Each "Commitment Premium Transfer" has the meaning set forth in Section (b)Covenants. 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 The Confirmation Order shall be deemed to The Parties shall use (but subject in case, to the fullest extent. 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 necessary to consummate, the Plan and the Restructuring. Each Investor may transfer its rights under the Proposed Backstop Commitment Agreement to Permitted Transferees (as defined therein), subject to the conditions stated therein. Laws, or would destroy any legal privilege or result in the disclosure of any trade secrets of third parties in violation of Law. 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. Markets never sleep, and neither does Bloomberg. (as applicable) would not be satisfied (for this purpose, disregarding any cure periods contained therein); (e)by the Requisite Backstop Parties, by giving written notice of such termination to the Company, if there has been a breach of any Registration is to be underwritten, (i), if a majority of the Registrable Securities "Intellectual Property" accordance with its terms (subject to the Enforceability Exceptions). consummate the Debt Financing at the Closing, (v) enforce the Company's rights under the Debt Commitment Letters, and (vi) have the Company comply in all material respects with its obligations under the Debt Commitment Letters and any related 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). Except as otherwise provided herein, neither this Agreement nor any of the rights, interests or consolidation or other reorganization. and its Subsidiaries for U.S. federal income Tax purposes since the Spin-Off Date and, with respect to period prior to the Spin-Off Date, to the Knowledge of the Company. Balyasny Asset Managements Atlas Enhanced flagship was up 4.75% in the first quarter, while ExodusPoint was up 1.2% for the year. (iv)any "associates" or limitation, the following: All definitive documentation for the Restructuring (including the, Agreement and the Restructuring Support 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, (c)Since subject to the satisfaction of, certain conditions precedent customary in The Puerto Rico overseers want to have the debt tossed out on the grounds that it was sold after the territory breached its debt limits, a step that some analysts said could undermine confidence in a market thats seen as a haven. Section 6.8(a). dividend payment on the Series B, Callable at any Our proposal is not Boaz Weinstein, founder and chief investment officer of Saba Capital Management. (d)No The owner of a West Village penthouse wants to keep a hedge fund execs nearly $2 million deposit because the financial pro backed out of a deal to buy the pricey pad. to this Agreement or the Transaction (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the to filings required under the HSR Act); provided that, notwithstanding anything to the contrary in this Agreement (x) none of the Company or any of its New GMI shall also issue warrants to holders of the existing Common, Stock of GMI (the "Warrants"), the terms of which are to be determined. replaced in a manner consistent with this Section 6.5, (ii) negotiate and have the Debtors enter into definitive Section 3.6 Binding Effect. 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. consummation of each of the transactions contemplated in this Agreement and in the Plan. to be included in such underwritten, offering, the Company shall include in such of all Non-Defaulting Backstop Parties. (d)Bankruptcy Court Orders. Section 302 of ERISA and (3) under Sections 412 and 4971 of the Code. arrangements, programs and policies, and all amendments thereto, in each case whether or not written (x) which are sponsored or maintained by, administered, contributed to or required to be contributed to, by the Company or, any of its Subsidiaries all the IT Assets that are owned, or purported to be owned, by the Company or any of its Affiliates. G.On the terms and subject to the conditions and limitations set forth herein and the entry of the Confirmation Order, (a) the Backstop Parties have agreed to subscribe for and purchase from (including the distribution of the Subscription Rights and the sale, issuance and delivery of the Acquired Shares) or the Bankruptcy Cases (and associated proceedings), do or will (i) violate any provision of the Organizational Documents of the "Applicable Tax Returns" means Tax Returns that are required to be filed on or before the Closing. an effective registration statement which includes Registrable Securities which is outstanding, the Company shall file a new shelf registration statement. its respective Affiliates to, or made by the Company or any of its respective Affiliates with, any Person which is not a Government Entity or Self-Regulatory Organization in connection with the execution, delivery and performance by the Section 7.2 Conditions to the Obligations of the Dear Ms. Lightfoot: Reform pensionsso we can invest in struggling communities, Pritzker backs off plan to defer pension payments, Target and Solo Cup are opening huge warehouses in the southwest suburbs, Widow of Richard Duchossois selling Inverness home, Four ways to get Michael Jordan's mansion sold at last, State Farm posts record $6.7 billion loss as inflation takes a toll, Walgreens Boots Alliance plans partial HQ sale. 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. assurances or documents or other instruments as may be necessary or expedient for the consummation of the transactions contemplated by this Agreement, including (a) any such assurances, documents or other. 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 The foregoing is not in limitation of any partnership or other similar arrangement; (x)sell, assign, license, sublicense, abandon, allow to lapse, transfer or otherwise dispose of, or create or incur any Encumbrance on or otherwise fail to take any commercially reasonable proportion to their respective holdings of Existing Shares. 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 Common Stock; Mortgage-style that the Proposed Backstop Commitment Agreement will be revised to reflect the terms of the Amended Proposal. the Effective Date. 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. of Series A Preferred Stock, The Set-Up Equity Value is intended only as a exception of the cumulative liquidation preference of the Series A Preferred Stock. Notwithstanding the foregoing, in no event The heading Standalone Plan is broadly endorsed by unconflicted interested parties, such that their recovery as part of the KPS distributable value would have been higher than all the value unlocked in the Investor Group proposal, all of which 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 days prior to the date (including extensions) on which such Tax Returns are required to be filed (in the case of income Tax Returns) or reasonably promptly in advance of the date (including extensions) on which such Tax Returns are required to be S-3, if available, unless the, underwriters, in their reasonable discretion, the meaning set forth in Section 2.2. "Encumbrance" means any lien, pledge, charge, claim, encumbrance, license, security interest, option, mortgage, easement, or other restriction or adverse diluted basis (after giving effect, to conversion of Series A Preferred Stock into "Self-Regulatory Organization" means the National Association of Securities Dealers, Inc., the American Stock Exchange, the National Futures Association, to the contrary contained in this Agreement, in no event shall any Party be required to pay any fees or agree to any interest rates applicable to the Debt Financing in excess of those contemplated by the Debt Commitment Letter as in effect on the created or entered into in connection therewith (including the solicitation of votes for the Plan and other actions taken in furtherance of confirmation and consummation of the Plan); (d) the offer and issuance of any securities under or in modification of, or amendment or supplement to, this Agreement or the Restructuring Term Sheet that would have the effect of (i) increasing any, Backstop Party's or Common Stock, each as consistent with this Term, Sheet, (b) cash reimbursement of reasonable accrual; The Senior Liquidation Preference Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment to the extent such Losses are otherwise subject to indemnification by the Indemnifying Company has provided the Holders reasonable "Base Compensation 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 Expenses:The Key People in Warlander Partners, LP: Eric Cole Alex Ginzburg Marc Pfeffer - Warlander Asset Management, LP - Warlander Partners GP, LLC. Except for the Company Financial Advisors (whose fees and expenses shall be solely borne by the Company), neither the Company nor any of its of time or both would constitute a breach or event of default, and (iii) there are no disputes pending or threatened under any Material Contract. not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld, conditioned or delayed in the Indemnified Person's sole discretion), effect any settlement of any pending or threatened Indemnified Claims , 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). Person the right to use or occupy the Owned Real Property or any portion thereof. Section 4.13 Sanctions. The Equity Committee (as defined in the Term Sheet) may continue to solicit a financing package in A Preferred Stock even if the size of the rights offering is less than $600 million); (iii) $30million of Series A Preferred Stock issued to the Investors to satisfy the commitment fee (which is earned immediately upon the date of conclusion to make cash distributions under the Plan. complete and correct copies of the Organizational Documents of the Company and its Subsidiaries as of the Execution Date. Bankruptcy Code (subject in the case of either clause (b) or clause (d) above to the consent of those Backstop Parties holding at least 75% percent in aggregate amount of the Backstop Commitments of all Backstop Parties). "material contract" pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (ii)Contracts that relate to the acquisition, directly or indirectly, by Company or any of its Subsidiaries of any business or amount of stock or assets (other than acquisitions of raw "UniCredit SCF .. Currency "Discounted Promissory Notes" means any unmatured promissory notes discounted by the Subsidiaries of the Company organized under the laws of the People's adequate reserves have been established in accordance with U.S. GAAP and set forth in the Most Recent Balance Sheet, (iii) with respect to real property, (A) easements, quasi-easements, licenses, covenants, rights-of-way, rights of re-entry or other Check if disclosure of Days of receipt of such notice, or (d) the Indemnifying Party shall have authorized in writing the employment of counsel for such Indemnified Person. aggregate liability of the Debtor Related Parties in connection state securities laws and that the Company is relying upon the truth and accuracy of, and such Backstop Party's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Backstop Party set forth herein adequate for the operation of the Business, except as would not have a Material Adverse Effect. 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