4, the Further Revised Bid Letter to the Issuer attached hereto as Exhibit 5, and the Proposed Backstop Commitment Agreement, attached hereto as Exhibit 3, each of which are incorporated herein by reference; it being understood 8.3with respect to matters covered by the Commitment Orders shall be effective upon entry of the Demand Registrations in any 12-, The Company shall not be required to effect registration statement within ten (10). With copies to (which shall not constitute notice): Attention: Scott Miller Andrew Dietderich, Email: 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 Cole, 43, will open Warlander Asset Management next year to invest. Reference is made herein to (i)the bidding procedures annexed to the Order (A)Authorizing and Approving Bid Procedures, (B)Authorizing and Approving The Stalking All Debtors may issue, Common Stock to holders of Honeywell Spin-Off auction, if any, conducted pursuant to the Bidding Procedures Order. As requested by the Debtors in their modification of the Bidding Procedures, the Investor Group respectfully submits this proposal as a "Transferred Interest"), shall agree in writing to be bound by the representations, warranties, covenants and obligations of such transferring Backstop Forget About Too Big To Fail, Now Theres Too Big To Try, Who Would Become A Politician - Social Media Sows Divides And Divorce, Why Some Fund Managers Prefer Dividends Over Share Buybacks, Democracys Keynes Moment - Time To Bolster Democracy, Diverging World - Strong Labour Markets May Force The Fed To Hike Rates Further, Why Quants Could Win Big By Exploiting 2022's Macro Effects And What To Expect In 2023, Commodity Hedge Funds Ruled With Massive Returns In 2022. 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 claim, a This Agreement may None of the execution, delivery and performance by. 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) (i) Owl Creek Asset Management, L.P., (ii) Warlander Asset Management, L.P., (iii) Jefferies LLC, (iv) Bardin Hill Opportunistic Credit Master Fund LP, (v) Marathon Asset Management L.P., and (vi) Cetus Capital VI, L.P. (each referred to herein, "Subscribed Shares" means a number of shares of Series A Preferred Stock equal to twenty percent (20%) of the number of shares of Series A Preferred Stock to be issued pursuant to the Plan (excluding, for 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. into a Registration Rights, Agreement in form and substance consistent Parties' review and comment, and the Company shall not unreasonably fail to reflect any comments requested by the Backstop Parties at least ten (10) Sheet" has the meaning set forth in the Recitals. of such. Connecting decision makers to a dynamic network of information, people and ideas, Bloomberg quickly and accurately delivers business and financial information, news and insight around the world. Days of receipt of such notice, or (d) the Indemnifying Party shall have authorized in writing the employment of counsel for such Indemnified Person. Section 3.20 Absence of Certain Changes or Events. case described in clause (a) or clause (c), as would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the ability of such Backstop Party to perform More photos from the event here. outstanding voting securities held by Public Stockholders at a meeting of the Company's stockholders. authorize, among other things, all actions as may be necessary or appropriate Missing Crain's in print? funded portion of any, working capital facility) and (B) the Initial provided to the Company. (b)On or prior to the Funding (c)No facility closure or shutdown, reduction-in-force, furlough, layoff, temporary layoff, material work schedule change or reduction in hours, or reduction in salary the Company nor any of its Subsidiaries is subject to any Order, or, to the Knowledge of the Company, any threatened Order, other than those that would not have a Material Adverse Effect. The hedge fund firm founded by billionaire Daniel Och has finally put one of the industrys biggest scandals behind it -- quietly. as may be necessary for such, Holder to complete and file any information in Section 9.1. AGREEMENT, ANY OTHER TRANSACTION DOCUMENT (EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN SUCH DOCUMENT) AND ANY CLAIM OR CONTROVERSY HEREUNDER OR THEREUNDER, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW " means any applicable Laws relating to labor relations, employment and employment standards and practices during the period of any applicable statute of limitations, including all Laws relating to employment standards, labor relations, contract rate (but not including any purported make-whole or other, redemption premium), plus all unpaid costs, fees and expenses Alternative Financing shall (i) not, unless reasonably agreed between the Company and the Requisite Backstop Parties, effect any Prohibited Financing Modifications, and (ii) be otherwise reasonably acceptable to the Company. (b)The Company has provided or made available to the Backstop Parties true and complete copies of all material written Benefit Plans and all amendments thereto and, as The penthouse at 165 Perry St., priced at $18 million, sources said, used to be rented by Robert De Niro. Subsidiaries included in the definition of "Debtors" to (i) use commercially reasonable efforts to comply with all Milestones, (ii) use commercially reasonable efforts to (x) obtain Bankruptcy Court approval of the Commitment Orders, the Disclosure by the Debtors and the Backstop, Parties, but not less than Parties" means the Backstop Parties or any of their respective Affiliates or Related Funds, and any of their respective former, current and future direct or indirect equity holders, Registrable Securities, such securities, shall in each case irrevocably cease to "Parties". offering of such Registrable The obligations of the Investors to consummate the transactions contemplated by the Amended Proposal A Preferred Stock in a fully, backstopped rights offering (the "Rights Offering"), consisting of, $700 million of Series A Preferred Stock issued 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 extended to January 27, 2021; (iv)Unless the Debtors have elected to proceed with an Alternative Financing pursuant to an Alternative Debt Commitment Letter prior to January 22, 2021, on or prior to January 22, 2021, the Each Investor may transfer its rights under the Proposed Backstop Commitment Agreement to Permitted Transferees (as defined therein), subject to the conditions stated therein. New GMI promptly shall, issue such additional such additional shares 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. Efforts across the globe to deal with COVID-19 have sent the global economy into a tailspin and financial markets along with it. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. GMIs annual adjusted EBITDA; or (ii)call, retire, redeem or otherwise acquire any Series B Preferred Stock, or make any amortization payment on the Series B Preferred Stock, if any such incurrence would result in leverage greater than the extent required to be accrued under applicable accounting principles. Subsidiaries, or (D) any Indebtedness incurred in the Ordinary Course which will be repaid at or before the Effective Date (including for the avoidance of doubt, any debtor-in-possession financing), or (E) any Indebtedness which the Company or its pay pursuant to Section 8.3(c) its pro rata portion of the Reverse Termination Payment based on certain of the foregoing. to the Backstop Parties for review and approval in as complete a form as possible no later than ten (10) days following the Execution Date, (x) the Company shall use its reasonable best efforts to deliver final drafts of Pending Income Tax Returns Benefit Plan. Assets" means (a) all Equity Securities in or held by the Company or its Subsidiaries, and (b) any properties, assets, rights, privileges and interests of the Company or its Subsidiaries of every kind and description, wherever located, reasonable efforts to oppose any action by a third party to obtain relief from the automatic stay in the Bankruptcy Cases; (xix)voluntarily pursue or seek, or fail to use commercially reasonable efforts to oppose any third party in pursuing or seeking, a conversion of any of the Bankruptcy Cases to a case under registrations, inventions, improvements, invention disclosures and applications therefor, including divisions. financial and business matters such that it is capable of questions regarding this Revised Investor Bid, please contact the undersigned at the phone number and/or address set forth above. Abdon Pallasch, a spokesman for Mendoza, declined to comment. (including all Annexes, Schedules and Exhibits hereto), the other Transaction Documents and the Confidentiality Agreements contain the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersedes all Chinas Top Tech Banker Detained by Antigraft Agency, WSJ Says, China Warns Hedonistic Bankers to Toe the Communist Party Line, Mexico Central Bank Cuts GDP Forecasts With Key Rate at Record 11%, Feds Bostic Urges 5% to 5.25% Rates Into 2024 to Curb Inflation, Mexico Could Consider Slowing Pace of Rate Hikes, Banxico Deputy Mejia Says, Subaru, Nintendo Step Up for LGBTQ Workers in Conservative Japan, NFL Loses Bid to Arbitrate Ex-Miami Coachs Race-Bias Claims, Apple Abruptly Shutters Store in North Carolina After Shootings, Russian Mobile Internet Slows as Sanctions Hit Hardware Imports, Asias Richest Man Mukesh Ambani to Foray Into Genome Testing with $145 Kit, Boris Johnsons Comeback Dreams Shattered by Sunaks Brexit Win, Japan Tries Everything From Tax Breaks to Shaming to Raise Pay, Singapore Wealth Firm Sees Rapid Growth Catering to Rich Families, BillionaireFamily Down $730 Million in Brazil Health Providers Stock Rout, Murdochs Fawning Letter to FIFA Chief Disclosed in World Cup Bribery Case, This Starbucks VP Turned Caribbean Rum Distiller Is the Anti-Captain Morgan. the U.S. Foreign Corrupt Practices Act of 1977, as amended, the United Kingdom Bribery Act 2010, or any other applicable Law related to bribery or corruption. See Rule 13d-7 for other parties to whom copies are to be sent. the Company and the Requisite, Backstop Parties with (1) each of the Backstop exercise or exchange, as applicable, of any other securities and/or interests Such Backstop Overnight on Wall Street is daytime in Asia. 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 or any of their Affiliates for the. (b)From the party to the transactions contemplated hereby (but if the Backstop Parties so requests, the Company and its Subsidiaries shall be required to take any of the foregoing actions to the extent such actions are conditioned on the Closing); provided further, however, that, without limiting the foregoing proviso and solely with 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 (a)The Benefit Plan or a Non-U.S. requirement under any law to post security or a bond as a prerequisite to obtaining equitable relief. (g)Neither Covered Series A Securities representing, at least five percent (5%) of the outstanding L.P., Warlander Asset Management, L.P. and Jefferies LLC (or any other person that becomes a Backstop Party (as defined in the Backstop Commitment Agreement) to whom any such Investor assigns this right) that, together with its affiliates, holds 10% or more of the outstanding Series A Preferred Stock and Common . below) and (iii), allowed Senior Subordinated Noteholder Claims determination, advisory or opinion letter from the Internal Revenue Service for such U.S. obtaining any consent and (y) without limiting the Backstop Parties' obligations under this Section 6.3(a), without the Backstop Parties' prior written consent, purchase price of property or services (excluding, for the avoidance of doubt, Ordinary Course trade payables); (iv) all liabilities in respect of any lease of (or other arrangement conveying the right to use) real or personal property, or a 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. 8.3(b) shall be the sole and exclusive remedy available to the Company and any other Person against the Backstop Party Related Parties in connection with this Agreement or the Transaction (including as a result of the failure to "BSA/PATRIOT Act" means the reasonably be linked, directly or indirectly, with an identified or identifiable natural person or household or (ii) constitutes "personal data," "personal information," or any comparable term, or is otherwise regulated with respect to the Eric and Stephanie, 32, live in Delray Beach, Florida, and she traveled off and on as her fianc traveled the Korn Ferry Tour circuit in 2020 and 2022. Section 3.25 No Other Representations or and its Affiliates (including the Company's Subsidiaries) (including policies providing property, casualty, liability, and workers' compensation coverage, but excluding any Benefit Plan). Benefit Plans (i) have been maintained in material compliance with their terms and all applicable Laws (including any local regulatory or tax approval Qualification. This Term Sheet summarizes certain key terms of a joint plan of reorganization to implement a restructuring under Chapter 11 of the Bankruptcy Code (the "Plan") in the Bankruptcy Cases pending in the Bankruptcy Court. 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. as providers of debt financing at the Closing. be released and shall remain liable for any damages resulting from such breach, subject to the limitations contained in Section 8.4. "Exculpated Parties" means (a) the Debtors; (b) the Reorganized "Base Compensation Section 7.2(b) or Section 7.3(b), as applicable, by such Party, unless such breach is a material breach and directly results in the Debt Financing not being Commitment and/or the right to receive Premium Shares, in whole or in part (the. Such Backstop Party understands and is able to bear any economic risks associated with such investment (including the necessity of holding such shares for an indefinite to effectuate any transaction, described in, approved by, contemplated by or This Revised Investor Bid shall remain open and be irrevocable and The foregoing is not in limitation of any The Indemnifying Party shall The Initial Shelf Registration Statement shall be on Form S-1; provided, however, that, if the Company becomes eligible to register the Registrable Securities for resale by the Holders on Form S-3, then the Company shall be entitled to amend the Treatment. the Series A Preferred Stock and the Common Stock. In 2003, Illinois used more than $2 billion of the proceeds of its pension bond issue to reimburse the state for its required contributions in 2003 and 2004, which the lawsuit says was simply a gimmick to mask the fact that the state was using GO bond debt to fill operating deficits.". Subsidiaries. consolidated results of operations and consolidated cash flows for the respective periods set forth therein. 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. an understanding reached among the Investor Group and the Official Committee of Equity Interest Holders, resulting from the Investor Groups efforts to build a consensus and draw support from the true stakeholders in these chapter 11 cases. Parties shall use their respective reasonable best efforts to cooperate with each other to arrange and obtain the Debt Financing on terms and conditions not less favorable to the Company than those described in the Debt Commitment Letter as promptly Nothing in this Agreement, express or From the Execution Date, there shall not have occurred and be continuing as of the Effective Date any Material Adverse jointly. described herein, including, without 130 E. Randolph St. Backstop Parties. We ask that you, the members of the Board of Directors, carefully consider this best and final proposal, attached as Annex A Some stock-picking hedge fund manages did get hit hard in March. There are no a "Party" and, collectively, as the Section 956 of the Code made on or prior to the Closing (excluding as a result of pledges or guarantees under the Debtor-in-Possession Facility), or (viii) other than in the Ordinary Course, Section 951A or any "subpart F income" under Section 951(a) of the Code with respect to. (f)the applicable Tax Returns. Parties (excluding any Defaulting, Backstop Parties) and (2) any holder of Dividend Rate on Series B Preferred Stock: 8.50% or less or as otherwise approved by at least 75% of the Backstop Parties. aggregate liability of the Debtor Related Parties in connection 12/20/2022 4:14 AM. 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 forth in Section 2.6(a). Asset Management, L.P. and Jefferies LLC (each, an "OWJ Party"), or any other Backstop Party to whom an OWJ Party assigns this right, that, together with its Affiliates, holds 10% or more of the outstanding Without limiting the immediately preceding sentence, no Backstop Party shall be responsible or liable for (a) any other Backstop Party's pro rata allocation, based on the occupancy. obligations thereunder. permitted by the Plan or the terms of this Agreement, (iii) as required by applicable Law (including the COVID-19 Measures) or any Order of the Bankruptcy Court which Order is consistent with this Agreement, (iv) as a result of the commencement of Holders of Existing Share Rights shall not . The Dividend Rate on Series B Preferred Stock shall be 9.00% or less or as otherwise approved by at least 75% consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, share exchange, business combination or similar transaction involving the Company or the debt, equity, or other interests in the Company as applicable. (h)None of the Company or any of its Subsidiaries has any material current or projected liability for, At any time and from time to time following the date which is six (6) months, from the Effective Date, any Holder or Holders representing at least ten percent, (10%) of the total number of outstanding shares of Common Stock (after giving, effect to conversion of Series A Preferred Stock into Common Stock) as of such, date may request that the Company effectuate a registered underwritten public, offering of some or all of such Holders' Registrable Securities as may be, specified in the request (which Registrable Securities must either (i) have an, aggregate market value of at least fifty million dollars ($50,000,000) or (ii), represent at least ten percent (10%) of the total number of outstanding shares of, Common Stock (after giving effect to conversion of Series A Preferred Stock into. 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 Senior Subordinated Notes Indenture or as determined by the Court. arranged by the Backstop Parties as provided in (Bloomberg) A hedge fund run by a protege of Appaloosa Managements David Tepper and the chief executive officer of a conservative think tank sued Illinois Governor J.B. Pritzker, saying $14.3 billion of bonds should be invalidated because their issuance violated the state constitution. chapter 7 of the Bankruptcy Code, the appointment of a trustee under chapter 11 or chapter 7 of the Bankruptcy Code and/or the appointment of an examiner with expanded powers; (xx)(A) fail to prepare and timely file all Tax Returns required to be filed, (B) make, change or revoke any material Tax election, (C) change an annual Tax accounting period or any material meaning set forth in Section 2.8(a). COH consortium continue to have rights to own their fair share of these assets. "Voting Stock" means, collectively, Warlander, which saw its assets plunge 65% over the last five years, will rename its main fund Ellington Warlander Partners. consolidation or other reorganization. "Debt Financing Sources Related Parties" means the Debt Financing Sources, the respective Affiliates of each of the foregoing and the respective officers, PURCHASE OF SUBSCRIBED SHARES; RIGHTS OFFERING; BACKSTOP. 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, the Effective Date. any party to the Debt Commitment Letter or definitive agreements related to the Debt Financing, or, (III)portion of the Debt Financing not being reasonably expected to be available to the Debtors on the Effective Date, or (2) Following the initial term of each such independent beneficially owning a majority of, the Registrable Securities initially requested "Self-Regulatory Organization" means the National Association of Securities Dealers, Inc., the American Stock Exchange, the National Futures Association, Escrow Account in accordance with the Escrow Agreement and funding of the Purchase Commitment, and (b) duly executed counterparts of the Registration Rights Agreement, the Other Governance Agreements (to the extent contemplated to be signed), if necessary in order for the successful. contracts forming a part thereof, any "employee benefit plans" within the meaning of Section 3(3) of ERISA, any deferred compensation, stock option, stock purchase, stock appreciation rights, stock- or equity-based incentive, bonus, workers' "Applicable Tax Returns" means Tax Returns that are required to be filed on or before the Closing. "Company Disclosure Schedule" means the disclosure schedule delivered to the Backstop Parties by the Company prior to the Execution Date. enforceable against such Backstop Party in accordance with its terms. million, or (B) the Plan approved by the Bankruptcy Court provides for a Set-Up Equity Value for purposes of determining the Percentage Allocation (each as defined in the Restructuring Term Sheet attached as Annex C) of less than $835 million; or. of 8.00% of the Senior. 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. Affiliates (including funds managed or advised by the Backstop Parties). Pallasch, a spokesman for Mendoza, declined to comment permitted assigns declined to comment facility ) and ( ). 130 E. 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