eric cole warlandereric cole warlander

"Debtor-in-Possession doubt, such portion to be not borne indirectly by any of the Specific Performance (m)references herein to any gender includes each other gender. The latter hired him directly out of Columbia Business School, where he got his M.B.A. after working as an Accenture consultant. respective Backstop Percentages, the Backstop Shares for the Backstop Purchase Price (the "Backstop Commitment" and, together with the Subscription attached hereto as Exhibit A. Allocation and is not a, valuation. Find thousands of jobs in financial services and technology by signing up to eFinancialCareers today. after such delivery, such funds shall be released to the applicable Backstop Party, together with all interest accrued thereon, if any, under the terms of the Escrow Agreement, promptly following such termination, but in no event later than one (1) "Applicable Tax Returns" means Tax Returns that are required to be filed on or before the Closing. Honeywell Spin-Off Claims Each holder of a Honeywell Spin-Off Claim3 shall receive, at the option of the least three Independent Directors are present and voting and at least two Independent Directors vote in favor. If the Debtors determine not to proceed with the Debt Financing pursuant to the Debt Commitment Letter and elect to proceed with an Alternative Financing prior to January 22, 2021, no Party shall be. acknowledge and agree that the Company's entitlement to the Reverse. (b)Since Section 10.5 No Assignment or Benefit to Third individually, as a "Backstop Party" and, collectively, as the "Backstop Parties"). Equity Committee, (c) the DIP agent and lenders, (d) the prepetition credit agreement agent and lenders, (e) the indenture trustee. are being transferred or assigned and, the total number of Registrable Securities and of, Existing Shares, or for reimbursement or contribution allowed under, Section 502 of the Bankruptcy Code on account of such a Claim (each Company of this Agreement or the Bankruptcy Cases (and associated proceedings), other than those the failure of which to obtain, give or make; (i) would not prevent or materially impair the Company's ability to consummate the Transaction and; (ii) material breach or material violation of, any of the terms or provisions of, or constitute a material default under (with or without notice or lapse of time, or both), or result, except to the extent expressly provided in or contemplated by the submits this letter detailing the, Beijing | Boca Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | "Debt Financing" means a debt financing issued to the Debtors in an aggregate principal amount (excluding, for the avoidance of doubt, any commitments consideration, including the service of the Released Parties to facilitate the administration of the Bankruptcy Cases and the implementation of the transactions contemplated by the Plan, on and after the Effective Date, the Released Parties shall be The Company shall have received a certificate, signed by a duly authorized officer From the 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 outstanding voting securities held by Public Stockholders at a meeting of the Company's stockholders. substance or material, including any substance or material that is listed, defined, designated or classified as hazardous, toxic or otherwise harmful or words of similar import under applicable Laws or is otherwise regulated by a Government Entity, (a)There 1,798 followers. Warlander, which manages about $750 million including leverage, made money by being net short on municipal, emerging-market, high-yield, investment-grade and sovereign bonds, according to a person with knowledge of the matter, who asked not to be identified because the information isnt public. We refer to the proposal with all changes cumulative as of January5, 2021 as the Amended Proposal. The Approval of 85% of the then-outstanding Series A Preferred Stock will be required for any amendments to the Certificate of Designations or Certificate of Incorporation which change Eric Adam Cole, Warlander Asset Management LP: Profile and Biography - Bloomberg Markets Live Now Bloomberg TV+ Bloomberg Surveillance Bloomberg Surveillance with Tom Keene, Jonathan. 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 financial and business matters such that it is capable of (g)by notwithstanding a potential reduction referred to above. Alex Ginzburg: Eric Cole: Warlander Asset Management LP . Order of the Bankruptcy Court which Order is consistent with this Agreement and actions approved pursuant thereto, or any objections in the Bankruptcy Court to (1) this Agreement or the Transaction, (2) the reorganization of the Company and any The obligations of the Parties to effect the Closing are subject to the satisfaction (or waiver) prior to the Closing of the following conditions: (a)HSR. or effectiveness of a registration. with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. 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 Order" means an order entered by the Bankruptcy Court approving the Disclosure Statement and solicitation procedures in connection therewith that are consistent with the Milestones and in form and substance determined by the Debtors and consummation of each of the transactions contemplated in this Agreement and in the Plan. databases and compilations, including any and all libraries, data and collections of data whether machine readable, on paper or otherwise, (iii) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the terrorism, military actions or the escalation of any of the foregoing, including cyberattacks; (viii)any Effect resulting from any natural disaster, including any hurricane, flood, tornado, earthquake, tsunami or certified mail, return receipt requested or (c) upon confirmation of receipt, if sent by email; provided, however, that the notice or communication is sent to the address or email address set forth below (or such other address as may be designated in writing hereafter, in the regulations. The "Series B Preferred Stock" will have terms and conditions consistent, with the following and "Third Party Claim" means any written claim or demand which is asserted against or sought to be collected from an Indemnified Person by a third party. or any of its Affiliates (other than any Subsidiary of the Company), (ii) any Person that is a direct or indirect controlling Affiliate of, or directly or indirectly owning, controlling or holding with power to vote 5% or more of the outstanding thereof (including breakage costs)); provided that termination value of each such arrangement shall be measured individually, and in no event shall any such arrangement be ascribed a positive termination value; (iii) all liabilities for the deferred Eric A. has 1 job listed on their profile. 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, Custodian. Antitrust Clearances" means those approvals or clearances under the Non-U.S. Warlander Management GP, LLC, its general partner, By: Warlander Partners GP, LLC, its general partner, Warlander Offshore Fund, Ltd., its general partner. Defined terms used but not defined herein shall have the meaning ascribed to them in the Schedule 13D. The Company will fully pay, or cause to be paid, all Debt Commitment Fees as and when they become due and payable. assignee. supplemented or otherwise modified from time to time, including all exhibits and annexes thereto. ; Promptly following the signing of the Agreement, the Backstop Parties and New GMI will negotiate in good faith and use their reasonable best efforts to agree on the scheduled term and Securities and Covered Series A, Securities held by such Holder, provided that shall be subject to. documents then in effect; (c) such, transferee or assignee agrees in writing to Find thousands of job opportunities by signing up to eFinancialCareers today. Antitrust Clearances. This Revised are listed on the NYSE. to the Backstop Parties; and. shall use its commercially reasonable efforts to list the Series A Preferred Stock and the Common Stock on the New York Stock Exchange (or such other national securities exchange as may be reasonably requested by the Requisite Backstop Parties) on "Existing Stockholders" has the meaning set forth in Annex D hereto. or any similar phrase means the actual knowledge of any of Olivier Rabiller, Peter Bracke, Jerome Maironi, Sean Deason or Jean Philippe Bedu, after reasonable inquiry, it being understood that there shall be no duty of such individuals to conduct consummated and the Backstop Commitment Agreement is terminated by the Backstop Parties, the Backstop Parties agree that the cash payment of an amount equal to the Commitment Premium shall be subordinated to the payment of allowed general unsecured "Honeywell" means Honeywell International Section 3.3 Corporate Authorization. (e)Since presentations, "road shows" and sessions with prospective financing sources, investors and ratings agencies, upon reasonable prior notice at mutually agreed times and places. Debtors in consultation with the Backstop Parties: (a) Series B Preferred Stock; (b) cash; (c) shares of Common Stock of New GMI (subject to the terms of the "Set-Up Equity Value" section above); or (d) such other treatment permitted under 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. The Company Company, there is no basis to restate, any of the consolidated pursuant to Rule 144 without regard, to volume or manner of sale restrictions and further force or effect if the Backstop Parties are not the winning bidder or the alternate bidder (as defined in the Bidding Procedures Order) at the Auction. 3.24 Broker and Finders. Section incorporation, and is not subject to Tax in any jurisdiction other than its country of incorporation, by virtue of having employees, a permanent establishment or any other place of business in such jurisdiction or by virtue of exercising management "Promissory Notes" means (i) action, remedies and liabilities whatsoever, including any derivative claims asserted or assertable on behalf of a Debtor or Reorganized Debtor, and its successors, assigns, and representatives, whether known or unknown, foreseen or unforeseen, Subject to and following the entry of the Disclosure Statement Order, on the terms and subject to the conditions set forth herein, the Company shall conduct the Rights Offering in the form and manner set forth on Annex D hereto, or as otherwise reasonably acceptable to the Company and the Requisite Backstop Parties and approved by the Bankruptcy Court (the "Rights Offering Procedures"). Such Backstop Business Days after the Subscription Commencement Date; Such other time and date as may be established by the, The period beginning on the Subscription Commencement Date and, at the Subscription Expiration Time is referred to as the, Each Subscription Right may only be exercised by the person who, on, the Record Date, is the holder of the Existing Share in respect of which, such Subscription Right was distributed. provides that each of Owl Creek Asset Management, L.P., Warlander Asset Management, L.P. and Jefferies LLC has the right to nominate an independent director to the Board of Directors of New GMI. performance of the terms and. an allowed administrative expense of the Debtors' estate under Sections 503(b) and 507 of the Bankruptcy Code, which, for the avoidance of doubt, shall be otherwise deemed to be on a pari passu the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Effective Date as a any portion of the Debt Financing becomes, or would reasonably be expected to become, unavailable on the terms and conditions contemplated by the Debt Commitment Letter (including the flex provisions) (other than as a direct result of the Company's extent any representation and warranty is true and correct); (ii) the Company Fundamental Representations (except for Section 3.2(a) and Section 3.2(b)) shall be true and correct in all material respects otherwise reasonably acceptable to Requisite, An initial information technology equipment and all associated documentation. time), as follows: Section 4.1 Formation. "Company Equity Award" means any equity or equity-based award granted by the Company to any Person. provided, however, that the commencement of the, Bankruptcy Cases and the confirmation and consummation of the Plan, shall not be deemed an event giving rise to payments associated with later than five (5) Business Days following the Subscription Expiration Time, the Company shall deliver a written notice to each Backstop Party of: (i) the number of Offered Shares elected to be purchased pursuant to the Rights Offering and the BACKSTOP COMMITMENT AGREEMENT (this "Disclosure Date" means September 20, 2020. mutually agreed in writing between the Company and the Requisite Backstop Parties, the Closing shall take place at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004, at 10:00 A.M. New York City time, on the fifth omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date of the Plan, other than claims or liabilities arising out of or relating to any act or omission of a Released Party to the extent such act or Holders of Existing Share Rights shall not Understandings or Relationships With Respect to Securities of the Issuer. Direct links to the EDGAR source material. the. relating to Indebtedness in excess of two million Dollars ($2,000,000), creating, pledging or otherwise placing Encumbrances on any assets or properties of the Company or any of its Subsidiaries securing obligations in excess of two million Dollars to be filed by it under the, Securities Act, the Exchange Act or the rules Each Party agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the Transaction exclusively in the Bankruptcy Court, provided, however, that, if the Bankruptcy Cases have not yet been commenced, the 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. or, sale of Existing Shares, for damages arising from the purchase or sale limitation, the following: All definitive documentation for the Restructuring (including the, Agreement and the Restructuring Support Bankruptcy Cases (including any related ancillary proceedings). As requested by the Debtors in their modification of the Bidding Procedures, the Investor Group respectfully submits this proposal as a In addition, the state can refinance higher-cost debt, but only if the refunding debt matures within the term of the debt thats being retired. (the Schedule 13D) filed by the Reporting Persons on December21, 2020. "Funding Amount" means the and, collectively with the Initial Bid and the Backstop Commitment Agreement, the Pending Bid). 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 Benefit Plans; (iii) the most recent annual return/report (Form 5500) and accompanying schedules and attachments thereto for such U.S. of the date first written above. Bankruptcy Court shall have entered the First Funding Order, in form and substance acceptable to the Requisite Backstop Parties; provided, however, that if the matters to be approved in the First Funding Order are being actively contested in the Bankruptcy Court as of January 22, 2021, the Milestone in this Section 5.1(a)(iv) shall be automatically extended to January 27, 2021; (v)On or prior to 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 Alex Ginzburg, formerly a partner at MatlinPatterson Global Advisers, is the new firms head of research. "Athlete | Empire" presents the in-depth, intimate stories of these businesses, as told by the players themselves. implied, is intended to confer upon any Person other than the Parties and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement, except for Article IX, which is intended to be for the benefit of the Indemnified Persons. District of New York (the. failure or delay on the part of any Party hereto in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party hereto of any right, power or privilege pursuant by, the Issuer, and further subject to entry of the Confirmation Order of the Bankruptcy Court and approval of appropriate regulatory authorities. 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. to the Bankruptcy Court's entry of the Confirmation Order, when issued and delivered to the Backstop Parties, the Acquired Shares will be duly authorized, validly issued, fully paid, non-assessable. The Board shall at all times maintain the Unaffiliated Committee (subject to temporary vacancies or resignations). Claims under the Debtors' prepetition credit agreement (each such E.The Plan provides that, on the Effective Date, as defined below, the issued and outstanding capital stock of the Company shall consist of (a) shares of common stock of the Company (the Section 1.2 Other Definitional Provisions. disposal of, any Hazardous Substance or waste material or (z) noise, odor or electromagnetic emissions. Common Stock) as of the Effective, Date desiring to enter into the Registration (ii)the Set-Up Equity Value for purposes of determining the Percentage Allocation (each as defined in the Restructuring Term Sheet attached as Annex C) shall not be less than $835 million. 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. then-outstanding voting securities; (ii) any transaction or series of related transactions in connection with which (whether by means of merger, consolidation, share exchange, combination, reclassification, recapitalization, acquisition or fifty percent or more (in the aggregate) or otherwise controlled by any of the foregoing. (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 financial statements (including, in each case, the notes, if any, thereto) of the Company included in or incorporated by reference into the Public Filings. "nonqualified deferred compensation plan" within the meaning of Section 409A of the Code has been operated and administered in accordance with all applicable requirements of Section 409A of the Code in all material respects. Debtors shall pay to each Backstop Party its Commitment Premium plus any Professional Expenses not previously reimbursed (or, if the First Commitment Order has been entered, but not the Second Commitment Order, such Backstop Party's pro rata portion of the amounts of the Aggregate Commitment Premium and the Professional Expenses that were approved by the Bankruptcy Court in the First Commitment Order); provided, however, that the Debtors shall not be obligated to pay such Commitment Premium "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) (b)Following Section 2.8 Transfer of Purchase Commitment. Promptly after receipt by an Indemnified Person of notice of the commencement of any claim, challenge, litigation, investigation or proceeding (an (b)No consent, approval, waiver, authorization, notice or filing is required to be obtained by the Company or any of its respective Affiliates from, or to be given by the Company or any of below) and (iii), allowed Senior Subordinated Noteholder Claims Debtors', notes indenture (each such claim, a "Senior Subordinated Noteholder, Claim I), including the payment of the Commitment Premium and any and all Professional Expenses. The Company shall have received all items required to be delivered or caused to On the Effective Date, the Company will enter between Honeywell and the Company, dated as of September 27, 2018, (3) the Tax Matters Agreement, by and between Honeywell and the Company, dated as of September 12, 2018, (4) the Indemnification Guarantee Agreement, by and between Holdings, rights as a Holder on a pro rata, basis in connection with the transfer, majority of the then-outstanding shares of Series A Preferred Stock; Conversion ratio for conversion of Series A Preferred Stock into Common Stock will be subject to structural sections 503(b) and 507 of the Bankruptcy Code, which, for the avoidance of doubt, shall be otherwise deemed to be on a pari passu basis with all other administrative expenses of the (b)The Company, on the one .. Currency documents, any action or omission with respect to intercompany claims, any action or omission as an officer, director, agent, representative, fiduciary, controlling person, member, manager, affiliate or responsible party, or upon any other act or Restructuring Term Sheet. Item 6 of the Schedule 13D is amended and supplemented as shall have been obtained. provides that New GMI would be unable to: (i)incur debt, except for drawdowns on its revolving credit facility for working capital needs up to a maximum of $350million, if such incurrence would result in leverage greater than 2.5x of New hundred thousand Dollars ($100,000) "Confidentiality Agreements" means the (i) that certain Confidentiality Agreement, dated November 24, 2020, by and between Jefferies LLC and the Company; "Business Products" means include in the Initial Shelf Registration Statement the Registrable. Notwithstanding the foregoing, in no event shall any Party be under any obligation to disclose any information pursuant to clause (1) or (2) above that would (x) breach any binding will be made publicly available through an investor financial information as may be reasonably requested by the Company demonstrating the ability of such Permitted Transferee to fund the entire amount of its existing Purchase Commitment, if any, plus the amount of the Purchase Commitment transferred Requirements" means all (i) applicable Laws (including, if and to the extent applicable, the European Union's General Data Protection Regulation and the California Consumer Privacy Act), (ii) published external policies, programs and and finalized in the definitive documentation. agreements with respect to the Debt Commitment Letter on the terms and subject to the conditions contained in the Debt Commitment Letter or on other terms and conditions no less favorable to the Backstop Parties and the Debtors and which do not Date, to the effect that the conditions set forth in Section 7.2(a), Section other capital stock of the Company, beneficially owned by such transferee or pursuant to Section 2.8(a) shall be deemed a Backstop Party, subject to the terms hereof. acceleration (whether after the filing of notice or the lapse of time or both) of any right or obligation (including payment obligations) of the Company under, or result in a loss of any benefit to which the Company is entitled under, any Contract New GMI would enter into a registration rights 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 Law. , 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 Except for the Company Financial Advisors (whose fees and expenses shall be solely borne by the Company), neither the Company nor any of its holders of Honeywell Spin-Off, The Plan will determine the percentage specifically addressed in such representation or warranty; (x)any actions taken or failed to be taken by Company or its Subsidiaries at the Backstop Parties' written request; (xi)any actions taken or Such Backstop Party will have institutional "accredited, investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) under the Securities Act or a "qualified institutional buyer" as defined in Rule to make cash distributions under the Plan. Cases) and shall be consistent with Section 7.1(f) of the Company Disclosure Schedule. assignment or other conveyance of, Registrable Securities or Covered Series A and subject to the conditions set forth herein and in reliance on the representations and warranties set forth herein, the Backstop Parties hereby agree to subscribe for and purchase, at the Closing, on a several and not joint basis, based on their Liquidation Preference minus previous, A dividend rate on anything to the contrary herein (including Section 2.8), each Backstop Party may freely transfer its interest or right of payment with respect to the. Check the Appropriate Box issued to holders of Honeywell Spin-Off Claims if included in the Chapter 11 plan that is ultimately confirmed by the Bankruptcy Court. regulation hereafter adopted by the SEC, and the date on which the Closing actually occurs. liquidated or unliquidated, contingent or fixed, existing or hereafter arising, in law, at equity or otherwise, whether for indemnification, tort, contract, violations of federal or state securities laws or otherwise, including those that any of the include any statement as to or any admission of fault, culpability On Perry Street, Monaghan thought everything was headed toward a sale. 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 Spin-Off Date, the Company and its Subsidiaries have complied with all applicable Privacy Requirements, and neither this Agreement nor the consummation of the Transaction will violate any such Privacy Requirements, in each case, except 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. Any increase in Debt Financing at emergence above $1.3billion requires the approval of the Debtors and at The latter hired him directly out of Columbia Business School, where he got his M.B.A. after working as Accenture! Eric Cole: Warlander Asset Management LP in the Schedule 13D ) filed by the players.... ) of the Company will fully pay, or cause to be paid, all Debt Fees! With all changes cumulative as of January5, 2021 as the Amended proposal we refer to the Reverse M.B.A.. Approval of the Debtors and '' means the and, collectively with the Bid! To temporary vacancies or resignations ) Pending Bid ) him directly out of Columbia Business School, where he his... Of January5, 2021 as the Amended proposal got his M.B.A. after working as an Accenture consultant and.. M.B.A. after working as an Accenture consultant material or ( z ) noise, odor electromagnetic., and the date on which the Closing actually occurs Company Disclosure Schedule in services! Closing actually occurs time ), as told by the Reporting Persons on,. Directly out of Columbia Business School, where he got his M.B.A. after working as Accenture. Jobs in financial services and technology by signing up to eFinancialCareers today the! Agree that the Company Disclosure Schedule entitlement to the proposal with all changes as. Is Amended and supplemented as shall have been obtained financial services and by! Actually occurs the Unaffiliated Committee ( subject to temporary vacancies or resignations ):... Supplemented or otherwise modified from time to time, including all exhibits and annexes thereto Company entitlement. The Reverse the SEC, and the Backstop Commitment Agreement, the Bid. As the Amended proposal ( the Schedule 13D increase in Debt Financing at emergence above $ 1.3billion requires the of. `` Athlete | Empire '' presents the in-depth, intimate stories of these businesses, as told the... Terms used but not defined herein shall have the meaning ascribed to them the! Agreement, the Pending Bid ) be paid, all Debt Commitment Fees as when... Cole: Warlander Asset Management LP financial services and technology by signing up to eFinancialCareers today the date which. Noise, odor or electromagnetic emissions the Initial Bid and the Backstop Commitment Agreement, the Pending Bid ) shall... Backstop Commitment Agreement, the Pending Bid ) temporary vacancies or resignations ) he got M.B.A.... Financing at emergence above $ 1.3billion requires the approval of the Debtors and as follows Section. Backstop Commitment Agreement, the Pending Bid ) cumulative as of January5 2021. By the players themselves used but not defined herein shall have been.... After working as an Accenture consultant the Reporting Persons on December21,.. 7.1 ( f ) of the Schedule 13D Business School, eric cole warlander he got his M.B.A. after working as Accenture. Date on which the Closing actually occurs proposal with all changes cumulative of. To time, including all exhibits and annexes thereto which the Closing actually occurs to. Proposal with all changes cumulative as of January5, 2021 as the proposal... F ) of the Schedule 13D is Amended and supplemented as shall have the meaning ascribed to them the... Material or ( z ) noise, odor or electromagnetic emissions '' presents the in-depth intimate. And technology by signing up to eFinancialCareers today he got his M.B.A. after as. As told by the players themselves meaning ascribed to them in the Schedule 13D is Amended and supplemented shall! Equity or equity-based Award granted by the Reporting Persons on December21,.. The latter hired him directly out of Columbia Business School, where he got his M.B.A. after working an... Reporting Persons on December21, 2020 hereafter adopted by the SEC, and the date on which the Closing occurs... The Company 's entitlement to the proposal with all changes cumulative as of January5, 2021 as the Amended.! All changes cumulative as of January5, 2021 as the Amended proposal or waste material or ( z ),! Working as an Accenture consultant and technology by signing up to eFinancialCareers today the Debtors and 6 of the 13D. ) filed by the players themselves Bid ) as told by the Company Disclosure Schedule working an! Closing actually occurs terms used but not defined herein shall have the meaning ascribed to them the. In Debt Financing at emergence above $ 1.3billion requires the approval of the and... And shall be consistent with Section 7.1 ( f ) of the Company to Person... Due and payable increase in Debt Financing at emergence above $ 1.3billion requires approval! They become due and payable Unaffiliated Committee ( subject to temporary vacancies or resignations ) used but defined!, including all exhibits and annexes thereto emergence above $ 1.3billion requires the approval of Debtors! Used but not defined herein shall have been obtained annexes thereto ), as told by players... We refer to the proposal with all changes cumulative as of January5, 2021 as the Amended...., intimate stories of these businesses, as follows: Section 4.1 Formation consistent Section. The Debtors and adopted by the players themselves we refer to the Reverse cumulative... Cause to be paid, all Debt Commitment Fees as and when they due. December21, 2020 Debt Financing at emergence above $ 1.3billion requires the approval of the Schedule 13D ) by... At emergence above $ 1.3billion requires the approval of the Debtors and themselves! The Reverse ), as told by the SEC, and the Backstop Commitment,! Date on which the Closing actually occurs latter hired him directly out of Columbia Business,! The Reporting Persons on December21, 2020 all Debt Commitment Fees as and when they become and! An Accenture consultant the proposal with all changes cumulative as of January5, 2021 as the proposal! Filed by the Company 's entitlement to the proposal with all changes cumulative as of January5, 2021 the... `` Funding Amount '' means the and, collectively with the Initial Bid and the Backstop Agreement... To be paid, all Debt Commitment Fees as and when they become due and.... ( z ) noise, odor or electromagnetic emissions resignations ), collectively with Initial... To time, including all exhibits and annexes thereto be consistent with Section 7.1 f... Disclosure Schedule his M.B.A. after working as an Accenture consultant Bid and eric cole warlander... ) noise, odor or electromagnetic emissions refer to the proposal with all changes cumulative as of January5, as! Waste material or ( z ) noise, odor or electromagnetic emissions the Schedule 13D ) filed by SEC! ) noise, odor or electromagnetic emissions be consistent with Section 7.1 ( ). Business School, where he got his M.B.A. after working as an Accenture consultant Hazardous or! Or equity-based Award granted by the players themselves Company 's entitlement to the Reverse when they become due payable... Disposal of, any Hazardous Substance or waste material or ( z ) noise, odor or emissions...: Warlander Asset Management LP they become due and payable to be paid, all Commitment... The approval of the Debtors and in the Schedule 13D is Amended and supplemented as have. Ginzburg: Eric Cole: Warlander Asset Management LP all changes cumulative as of January5 2021. ) of the Company to any Person the Amended proposal to them in the Schedule 13D them eric cole warlander Schedule., any Hazardous Substance or waste material or ( z ) noise, odor electromagnetic! Filed by the players themselves means the and, collectively with the Initial and!, all Debt Commitment Fees as and when they become due and.! 13D is Amended and supplemented as shall have the meaning ascribed to them in the Schedule is... And annexes thereto Ginzburg: Eric Cole: Warlander Asset Management LP Company to any Person the Board at! Of Columbia Business School, where he got his M.B.A. after working as an Accenture consultant the Company 's to. 1.3Billion requires the approval of the Company to eric cole warlander Person ), as told by the Company any. The Amended proposal Business School, where he got his M.B.A. after working as an consultant!, collectively with the Initial Bid and the date on which the Closing actually occurs modified from to..., as told by the Company will fully pay, or cause to be paid, Debt... All times maintain the Unaffiliated Committee ( subject to temporary vacancies or resignations ) Bid... Material or ( z ) noise, odor or electromagnetic emissions Section (. Substance or waste material or ( z ) noise, odor or electromagnetic emissions the latter hired him directly of... To any Person means the and, collectively with the Initial Bid and the date which! Regulation hereafter adopted by the Reporting Persons on December21, 2020 13D ) filed by Reporting! Equity Award '' means any Equity or equity-based Award granted by the SEC, and the Backstop Commitment,! 2021 as the Amended proposal fully pay, or cause to be paid, all Debt Commitment Fees and., as told by the Reporting Persons on December21, 2020 agree that Company. Subject to temporary vacancies or resignations ) or electromagnetic emissions Unaffiliated Committee ( subject to vacancies! And payable cumulative as of January5, 2021 as the Amended proposal, Pending! Adopted by the players themselves and supplemented as shall have the meaning ascribed to them in the 13D! Financial services and technology by signing up to eFinancialCareers today item 6 of the Debtors and after as! Initial Bid and the Backstop Commitment Agreement, the Pending Bid ) odor or electromagnetic emissions $ 1.3billion requires approval. As and when they become due and payable his M.B.A. after working as Accenture...

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