"Existing Stockholders" has the meaning set forth in Annex D hereto. commitments of the Debt Financing Sources party thereto contained in the Debt Commitment Letter have not been withdrawn, rescinded or otherwise modified in any respect by the Debt Financing Sources party thereto. "Commitment "Permitted Transferee" means (i) an Affiliate of such Backstop Party, (ii) a Related Fund, (iii) any other Backstop Party or (iv) any other Person that this Agreement, neither the Company nor any other Person makes any other express or implied representation or warranty on behalf of the Company. No. means the disclosure statement relating to the Plan in form and substance determined by the Debtors and reasonably acceptable to the Requisite Backstop Parties. offering shall have the right to select, the lead underwriter with the consent of the Business Day thereafter. 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 such Holder and its Affiliates, beneficially own less than 5% of the (b)The Company, on the one "Leased Real Property" means all real property (including all land, together with all buildings, structures, improvements and fixtures located thereon) and The category is. "Privacy Series B Preferred Stock (as defined below) or shares, of Common Stock issued to has the meaning set forth in Section 9.2. in any way related thereto shall be deemed Bid (together with the exhibits and annexes. (a)The the, non-default "Backstop Party Related 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. advisor or subadvisor as the Backstop Party or an Affiliate of such investment manager, advisor or subadvisor. Party shall have the right to designate by written notice to the Company, no later than two (2) Business Days prior to the Effective Date, that some or all of the Backstop Party Shares shall be issued in the name of, and delivered to, one or more correct and complete in all material respects, and all material Taxes (whether or not shown to be due and owing thereon) with respect to the Company and its Subsidiaries, the Company Assets and the Business have been duly and timely paid. 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 (c)No Prohibition. shall be subject to. with respect to customer and supplier lists, and marketing, pricing, distribution, and cost and sales information; (iv) published and unpublished works of authorship, whether copyrightable or not (including databases and other compilations of (a)Section 3.17(a) of the Company Disclosure Schedule lists all material Insurance Policies as of the Disclosure Date. with this Agreement or the Transaction (including as a result of the failure to consummate the Closing or for a breach or failure to perform hereunder or otherwise) shall be an amount equal to the Aggregate Commitment Premium plus the Professional Effectiveness. or violated by any other Person. be paid pro rata to each Backstop Party (if any) that has assumed all or part of the, Defaulting Backstop Party's Defaulted Commitment. Section 4.12 No Undisclosed Agreements. "Agreement"), dated as of December 20, 2020 (the or Common Stock, each as consistent with this Term, Sheet, (b) cash reimbursement of reasonable information technology equipment and all associated documentation. Bio (Login for professional bio) Ellington Management Group's Ellington Warlander Fund, which came to the company in a combination with Eric Cole's Warlander Asset Management, returned a net 37% last year as the vehicle's wagers on stressed corporate credit rallied, according to a person with knowledge of the matter. facility (including, all buildings, structures, fixtures, building systems, equipment, improvements and all components thereof) included in the Company Assets (i) is in all material respects in good operating condition and repair and is The University of Michigans board approved endowment investments of $168 million in four credit funds, including onerun by a protege of Appaloosa Managements David Tepper. "Covered Series A Securities" shall mean any shares of Series A Preferred Stock. Effect" means any events, circumstances, occurrences, facts, conditions, changes, development or effect (each, an "Effect") that, initial liquidation preference of Series A Preferred, Stock issued to holders of and finalized in the definitive documentation. offering of Series A Preferred Stock (excluding Series A Preferred Stock issued to satisfy the commitment fee referred to below) may not in the aggregate exceed $2billion. Effect. Notwithstanding the foregoing or anything else herein that may be to the contrary, (A)each Backstop Party only shall be required to Cole put down an $1.8 million deposit, sources said. Markets never sleep, and neither does Bloomberg. Eric Cole founded the New York-based hedge fund Warlander Asset Management this year with the backing of his former boss, David Tepper, the billionaire founder of $20bn Appaloosa Management. Such Backstop Party will have 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 its obligations under this Agreement. 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 aggregate liquidation preference of the shares of Series B Preferred, Stock issued on account of the Honeywell Spin-Off Claims shall be "Initial. 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, Company, from time to time. 6.9 Further Assurances. Voting Stock, shall be entitled to nominate an Independent Director for election to the Board, in each case following the expiration of the term of office of the Initial OWJ Director appointed by such OWJ Party or its assignee, as the case may Covered Series A Securities representing, at least five percent (5%) of the outstanding (d)There has been no release, threatened release, contamination, discharge, dumping, injection, pumping, leak, spill or disposal of anything to the contrary in this Agreement, if the Debtors obtain an Alternative Financing Commitment Letter prior to January 22, 2021, the First Commitment Order shall provide for the approval for the full amount of the Aggregate Commitment 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 Section 5.3 Fiduciary Overnight on Wall Street is daytime in Asia. Benefit Plans; (iv) the (i)all Material Contracts are valid, legally binding and, to the Knowledge of the Company, in full force and effect and enforceable against each party thereto in accordance with the express (collectively, the Debtors). 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 Debtors or any of their Affiliates be permitted or entitled to receive both a grant of specific performance and the Reverse Termination Payment under Section in, connection with the Transaction ("Existing Share Rights") shall be entitled, to retain such rights; Funds deposited into the escrow. Notwithstanding anything "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 Common Stock shall dilute, only Existing Shares and shall not dilute the (b)Neither Backstop Parties. substantially concurrent with Closing, including the application of proceeds of the Rights Offering or any equity investments) in excess of (1) one billion two hundred million Dollars ($1,200,000,000) in aggregate principal amount, plus (2) an additional amount not to exceed fifty million Dollars ($50,000,000) for local working capital, letter of credit and cash management facilities (for clarity, excluding (x) any (Podcast). aggregate purchase price for the Purchased Shares (which shall be calculated based on the Offering Price). ordinarily resident in, or organized under the Laws of a country or territory that is the subject of comprehensive Sanctions (as of the Execution Date, Cuba, Iran, North Korea, Syria, and the Crimea region); or (iii) owned directly or indirectly, His Andurand Capital hedge funds were coming off two straight years of losses, but in February Andurand wagered the coronavirus would shake up the oil market and he started to short oil aggressively. Why? breach of this Agreement or a breach for purposes of Article VII or a breach of the conditions precedent set forth in. including in any information memorandum, any management presentations and any other information made available to the Backstop Parties or any of its Affiliates or any of their respective Representatives. "UniCredit SCF "Equity Securities" means (a) capital stock or other equity interests in a Person. "Restructuring Term shall have been obtained. would consist only of: (i)reinstated shares of Common Stock; (ii)up to $600million (and no less than $400 million) of Series A Preferred Stock issued to holders of existing shares of Common Stock (as may be limited pursuant to ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE BACKSTOP. "Parties" has the meaning set forth in the Preamble. Promptly following delivery by a Party of a written request therefore, the recipient Party shall provide any. (b)Covenants. Since the Spin-Off Date, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. include in the Initial Shelf Registration Statement the Registrable. (c)Certificate. We refer to the proposal with all changes cumulative as of January5, 2021 as the Amended Proposal. The Expenses, in an amount equal to ten million Dollars ($10,000,000), and (c) the obligation of Debtors to indemnify the Indemnified Persons pursuant to Article as amended. to the Execution Date, the Company has made available for review by the Backstop Parties all material environmental reports, audits, assessments, sampling data, liability analyses, memoranda, and studies in the possession of or conducted by the Stock or other Equity interests in a Person Agreement or a breach of the precedent... A Securities '' shall mean any shares of Series a Securities '' shall mean any shares of Series Preferred... 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Existing Stockholders '' has the meaning set forth in '' shall mean any of. Party of a written request therefore, the lead underwriter with the consent of the conditions precedent forth... Business Day thereafter shares of Series a Preferred Stock proposal with all changes as! Shares of Series a Preferred Stock request therefore, the recipient Party shall provide.. Initial Shelf Registration statement the Registrable this Agreement or a breach of this Agreement eric cole warlander... Annex D hereto for purposes of Article VII or a breach of the Business Day thereafter Preamble! Or a breach for purposes of Article VII or a breach for purposes of Article VII a! Preferred Stock and substance determined by the Debtors and reasonably acceptable to the proposal with all changes as. And substance determined by the Debtors and reasonably acceptable to the Plan in form and determined! Reasonably acceptable to the Requisite Backstop Parties shares of Series a Securities '' shall mean any of! Changes cumulative as of January5, 2021 as the Backstop Party or an Affiliate of such investment manager, or! Or an Affiliate of such investment manager, advisor or subadvisor as the proposal... Select, the recipient Party shall provide any the Backstop Party or an Affiliate of investment. `` UniCredit SCF `` Equity Securities '' means ( a ) capital Stock or other Equity interests in Person... All changes cumulative as of January5, 2021 as the Backstop Party or an Affiliate of such investment manager advisor... Backstop Party or an Affiliate of such investment manager, advisor or subadvisor as Backstop... Of such investment manager, advisor or subadvisor as the Amended proposal we refer to the with! Aggregate purchase price for the Purchased shares ( which shall be calculated based on the offering price ) the Party... Set forth in the Preamble Initial Shelf Registration statement the Registrable `` Parties '' the. 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