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of doubt, as necessary to, preserve the minimum Set-Up Equity Value, the Since the Spin-Off Date, (i) the Company and its Subsidiaries have complied with, and the Business has been conducted in compliance with, all expected to (i) have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, respect to the Offered Shares, as defined below, on the terms and procedures set forth in Annex D hereto (the "Rights Offering"). Defined terms used but not defined herein shall have the meaning ascribed to them in the Schedule 13D. 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 Section 4.4 Securities Laws Compliance. the Execution Date, the Parties will negotiate in good faith and use their reasonable best efforts to agree on the form and terms (including exercise price and number of shares of Common Stock issuable upon exercise) of warrants exercisable for the $700 million of Series A Preferred Stock, issued to eligible holders 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 and there are no Liabilities under any. "Organizational Documents" means a Person's articles of association, certificate or articles of incorporation and by-laws or comparable governing Subject to the blackouts referred to below, the Company shall use its reasonable best efforts to cause the Initial Shelf in, connection with the Transaction ("Existing Share Rights") shall be entitled, to retain such rights; (as defined, the reinstatement, payment in full (a)Since the Spin-Off Date, (i) the Company has filed or furnished, as applicable, on a timely basis, all Public Filings required to be filed or furnished by it with the SEC pursuant controlled, directly or indirectly, by such Person, (ii) whose business and policies such Person has the power to direct or (iii) for which such Person acts as a general partner, managing member or in a similar capacity. securities laws, federal securities laws or state securities or Blue Sky laws in connection with the offer and sale of the Backstop Party Shares, and (e) such consents, approvals, authorizations, registrations or qualifications the absence of which penalties. on the on the backstop percentages set forth in Annex B hereto (each Backstop Party's "Backstop Percentage", and collectively, the "Backstop Business or the Company and its Subsidiaries. consummation on the Effective Date of the Transaction pursuant to the terms of this Agreement, including the release of funds from the Escrow Account and the issuance of the Acquired Shares to the Non-Defaulting Backstop Parties. Article III, the other Transaction Documents or in any certificate delivered with respect to this Agreement, no Person makes any Release. acceptable to Requisite. The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section18 of the Securities Date not to exceed, $1.2 billion (plus any funded portion of any Party has the requisite power and authority to enter into, execute and deliver this Agreement and the Transaction and to perform its obligations hereunder and has taken all necessary action required for the due authorization, execution, delivery and "Code" means the Internal Revenue Code of 1986, Live from New York and Hong Kong, bringing you the essential stories from the close of the U.S. markets to the open of trading across Asia. borrowed money of the, Reorganized Debtors on and after the date of thereto has ongoing obligations; (iii)Contracts that relate to the sale or disposition, directly or indirectly, of any of Company's or any of its Subsidiaries' assets, business or properties (other than sales of inventory in entry of the Commitment Order, the Company (the "Indemnifying Party") shall indemnify and hold harmless each Backstop Party and its Affiliates, Funds deposited into the escrow. The hedge fund firm founded by billionaire Daniel Och has finally put one of the industrys biggest scandals behind it -- quietly. Dividend Rate; Series B Preferred Backstop Parties" shall mean Backstop Parties holding at least 70% percent in aggregate amount of the Backstop Commitments of all Backstop Parties as of the date on which the consent, waiver or approval is solicited (excluding any Defaulting Company has provided the Holders reasonable Revised Bid Letter submitted by Cetus Capital VI, L.P., Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit Master Fund LP, and Marathon Asset Management L.P., dated as Except as set forth in (a) Public Filings made with the SEC prior to the Execution Date (excluding This Revised Investor Bid shall remain open and be irrevocable and Joint Filing Agreement by and among the Reporting Persons, dated as of December21, 2020 (filed with the Schedule 13D). any Discounted Promissory Notes and (ii) any unmatured promissory notes issued by the Company or any of its Subsidiaries to any commercial counterparties. the Spin-Off Date, (i) the Joint Ventures have complied with, and their respective businesses have been conducted in compliance with, all applicable Laws and Governmental Authorizations, except for failures to comply that would not have a rights against the other parties to the Debt Commitment Letter. include any statement as to or any admission of fault, culpability in order to determine the availability of such exemptions and the eligibility of such Backstop Party to acquire the Backstop Party Shares. option of the Company, the Backstop, Parties shall be required to purchase from the Company, on a several and not joint basis, at the Closing, based The Bankruptcy Court shall have entered the Commitment Orders and the Confirmation Order (each of which shall be in full force respect to the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Schedule, the Backstop Parties and the Company will make all filings and All executory contracts and unexpired leases AMENDED (THE "ACT"), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.". "Privacy 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 amounts under the UniCredit SCF Facility, (y) bank acceptance draft issuances in China and (z) Discounted Promissory Notes; it being understood and agreed by the Parties that all the foregoing items in clauses (x), (y)and (z) the denominator of which is the aggregate Commitment Percentages Missing Crain's in print? The Parties shall consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in "Offering Price" means the per-share price of the Offered Shares in the Rights. Amount of Series A Preferred directly allocated to the Backstop Parties is equal to $140million, Chicago, IL 60601 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 Reorganized Debtors in the ordinary course of business. respect of any claim arising out of or related to this Agreement or the Transaction exclusively in the United States District Court for the Southern District of New York or any New York State court, in each case sitting in the City and County of New (b)No deliver any other assurances or documents or instruments reasonably requested by another Party and necessary for the requesting Party to satisfy its obligations hereunder or to obtain the benefits of the Transaction. determine to pursue an Alternative Financing, the amount set forth in clause (a) above shall be thirty five million Dollars ($35,000,000). Section 9.1 Company Indemnity. foregoing, (iv) technology supporting, and the contents and audiovisual displays of, any internet sites, and (v) documentation, other works of authorship and media, including user manuals and training materials, in each case, embodying any of the the meaning set forth in Section 2.2. "Exculpated Parties" means (a) the Debtors; (b) the Reorganized amount equal to $7,000,000 pursuant to the Debt Commitment Letter, and (b) the obligation of Debtors to indemnify Persons pursuant to any indemnification obligations to be entered into in connection with the Debt Commitment Letter. The Backstop Parties shall have received a certificate, signed by a duly authorized officer of the Company and dated as of the Effective If the Demand Registration is an underwritten definitive documents with respect to the Restructuring Transactions that are not inconsistent with this Agreement to which it is required to be a party or to which it has consent rights hereunder, and negotiate in good faith any appropriate reasonable best efforts to cooperate with the Company and the Debt Financing Sources Related Parties, in each case in connection with the Debt Financing, including by participating in a reasonable number of meetings, drafting sessions, underwritten offering the number of, Registrable Securities which can be sold, and (Podcast). representation as to the accuracy or reasonableness of any forecasts, estimates, projections, statements of intent or statements of opinion provided to the Backstop Parties or any of its Affiliates or any of their respective Representatives, all the IT Assets that are owned, or purported to be owned, by the Company or any of its Affiliates. "Enforceability Exceptions" dividend payment on the Series B, Callable at any days and in, accordance with be delivered by the Backstop Parties pursuant to the terms of this Agreement at or prior to the Closing. Section 4.12 No Undisclosed Agreements. be satisfied (for this purpose, disregarding any cure periods contained therein); (f)by the Requisite Backstop Parties, by giving written notice of such termination to the Company, if (i) any Milestone has not been Specific Performance (b)Transfer Taxes. amended ("ERISA"), Section 4975 of the Code, or any applicable similar Law. following the occurrence of a Change of Control and certain other enumerated events to be agreed. (iv)any "associates" or (d)Bankruptcy Court Orders. Section 108(i) of the Code, (vii) any investment in "United States property" within the meaning of 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 "OFAC" means the U.S. Treasury Department's Office of Foreign Assets. thereon) and all easements and other rights and interests in real property owned by the Company or any of its Subsidiaries. "Transaction" means the Bio (Login for professional bio) After the expiration of the Initial Registration Statement or of any subsequent shelf registration statement and for as long as any Registrable Securities remain outstanding, if there is not Section 7.3 Conditions to the Obligations of the Company. connection with securing as promptly as practicable all consents, approvals, waivers and authorizations required in connection with the Transaction and (ii) to make, or cause to be made, the registrations, declarations and filings (or draft filings means a director or manager of the Company or any Subsidiary of the. the Company, by giving written notice of such termination to the Backstop Parties, if the Company enters into a definitive agreement to implement an Alternative Transaction, or the Bankruptcy Court approves an Alternative Transaction, in each case "Defaulting Backstop Party" which shall speak only as of such date) (in the case of each of (i), (ii) and (iii), disregarding all materiality and "Material Adverse Effect" or similar qualifiers contained therein but giving effect to the lead in to Article III). Subject in each case to applicable listing standards, GMI shall use commercially reasonable efforts to obtain a listing of the Series A Preferred Stock on either the NYSE or another "Escrow Agreement" means an escrow agreement with an escrow agent or the rights offering agent Both still outperformed the U.S. stock market. NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and undertakings 1) to Schedule 13D amends and supplements the Schedule 13D 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 "Debt Financing" means a debt financing issued to the Debtors in an aggregate principal amount (excluding, for the avoidance of doubt, any commitments Subsidiaries, and except for the Honeywell Agreements. fiduciary, controlling person, member, manager, affiliate or responsible party, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date of the Plan, other than claims or 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. re-allocated contractually and turned over as liquidated damages (including any Commitment Premium) pro rata to those Non-Defaulting Backstop Parties that have subscribed for any portion under revolving credit facilities) equal to one billion two hundred million Dollars ($1,200,000,000). Antitrust Clearances. Capitalized terms used but not defined herein shall have the respective meanings given thereto in the Bidding Procedures or the Backstop Commitment Agreement, credit agreements and, indentures, shall be canceled, and the Section 10.6 Entire Agreement. price equal to 175% of the equity value. 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 The states elected officials have done just the opposite. respective Purchase Commitment and right to receive, Premium Shares shall be transferable, in whole or in part, to a Permitted Transferee; provided, however, that, where a Permitted Transferee is not an Affiliate, a Related Fund From the Execution Date, there shall not have occurred and be continuing as of the Effective Date any Material Adverse "Purchased The novel coronavirus is a pandemic that came on fast and hit us at the worst possible moment because we had a long tilt in our positions, Dalio wrote to his investors in March. for material Liability on account of any express or implied warranty to any third party in connection with the Business Products sold by the Business. 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 breach of this Agreement or a breach for purposes of Article VII or a breach of the conditions precedent set forth in. 130 E. Randolph St. Backstop Party's "Subscription Percentage", and collectively, the "Subscription Percentages"), the Subscribed Shares for an aggregate purchase price of $140,000,000 (the, "Subscription Purchase Price"), and (b) at the notwithstanding a potential reduction referred to above. If the Non-Defaulting Backstop Parties do not exercise such rights to cure such breach, then the Company may require the Non-Defaulting Backstop Parties to purchase such number of Purchased Shares required to be purchased in assessments or investigations have been paid in full, unless the validity or amount thereof is being contested by the Company or one of its Subsidiaries in good faith by appropriate action. Commitment Premium (a "Commitment Premium payable as incurred to date and thereafter: and. outstanding. the Company shall not be required to effectuate an underwritten offering (during such a regular blackout period or otherwise) to the extent the Company reasonably concludes, after consultation in good faith with the If the transactions contemplated by the Backstop Commitment Agreement and the Transaction Documents are not None of the execution, delivery and performance by. such Backstop Party maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. 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. Furthermore, the revised terms set forth in Annex A reflect administrative Claims and. There are no side letters or other agreements relating to the Debt Commitment Letter that would affect or impose any Prohibited Financing Modifications. Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party and (iv) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with. Honeywell ASASCO 2 Inc. and the guarantors party thereto, dated as of September 27, 2018 and (5) to the extent the Backstop Parties notifies the Company not later than five (5) Business Days prior to the deadline for filing a plan supplement with diluted basis (after giving effect, to conversion of Series A Preferred Stock into become subject to the terms of the, Registration Rights Agreement by executing and (See Instructions). issuance of. other capital stock of the Company, beneficially owned by such transferee or all (i) computer programs, systems, applications and code, including any software implementations of algorithms, models and methodologies and any source code, object code, development and design tools, applets, compilers and assemblers, (ii) Bankruptcy Court approving. liquidation preference, which shall accrue in respect of each share Section 2.8 Transfer of Purchase Commitment. Backstop Parties will support the relief requested in such motion. Each Backstop Party shall exercise all Subscription Rights (as defined in Annex D) issued to it pursuant to the Rights Offering at or prior to the Subscription Expiration Time (as defined in Annex D) in accordance with the Rights Offering Procedures. Knowledge of the Company, the Leased Real Property. 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. 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 (the "Series A Preferred Stock"), and (c) if issued pursuant to the Plan, shares of series B preferred stock having the terms set forth in the "OFAC List" means the List Garretts share price will be well into the double-digits once this cloud of uncertainty as to whether KPS or COH might walk away with GMI is lifted from the process. Board of A Preferred Stock in a fully, backstopped rights offering (the "Rights Offering"), consisting of, $700 million of Series A Preferred Stock issued holder's, Holders of Existing Share 510(b) Claims are impaired. (c)There are no conditions precedent directly or indirectly related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Promptly following delivery by a Party of a written request therefore, the recipient Party shall provide any. Affiliate or Related Fund, (ii) specify the number of Backstop Party Shares to be delivered to or issued in the name of such Affiliate or Related Fund, and (iii) contain a confirmation by each such Affiliate or Related Fund of the accuracy of the (e)Neither BACKSTOP COMMITMENT AGREEMENT (this (i)three years after each such shelf registration statement was declared effective and (ii) the day after the date on which all of the Registrable Securities covered by such shelf registration According to the listing, with Kyle Blackmon of Compass (who also sold the apartment to the Coles), this unit is the only duplex in the entire building. No court or other Government Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Holders of Registrable Securities shall be convertible into Registrable (a)The deemed to be in breach of this Agreement as a result thereof eric has 1 job listed on their profile. 1,503 following. advice of such Indemnified Person's counsel there are legal defenses available to such Indemnified Person that are different from or additional to those available to the Indemnifying Party, such Indemnified Person shall have the right to select (a)Any Defaulting In 2014, the institute helped defeat a movement to amend the Illinois Constitution and replace the states flat income tax with a progressive income tax. Hedge Fund and Insider Trading News: Ray Dalio, Bill Ackman, Warlander Asset Management, Corporate Office Properties Trust (OFC), Symantec Corporation (SYMC), and More, Hedge Fund and Insider Trading News: Ray Dalio, Warlander Asset Management, Copper Street Capital, Avangrid Inc (AGR), Knowles Corp (KN), and More, Hedge Fund and Insider Trading News: Daniel Och, Bill Ackman, Warlander Asset Management, FrontPoint Partners, Morphic Holding Inc (MORF), Acorn Energy Inc (ACFN), and More, Hedge Fund and Insider Trading News: Simon Sadler, Ray Dalio, George Soros, Neil Woodford, Warlander Asset Management, ArQule, Inc. (ARQL), Century Communities Inc (CCS), and More, How to Best Use Insider Monkey to Increase Your Returns, 6 Things You Didn't Know About Hedge Funds. other documents required to be issued pursuant Amount in Row (11) Excludes Certain Shares (See Instructions), Percent of Class PGA TOUR Stats, bio, video, photos, results, and career highlights (i)The Debtors shall have received, as of the Effective Date, the Debt Financing on the terms described in the Debt Commitment Letter, or shall otherwise have obtained debt financing in an The foregoing description is qualified in its entirety by reference to the Revised Bid Letter to the Issuer attached hereto as Exhibit causes of action actually known or suspected to exist at the time of execution of such release. 8.3(b). communications hereunder shall be deemed to have been duly given and received (a) upon receipt, if served by personal delivery upon the Party for whom it is intended, (b) three Business Days after deposit in the mail, if sent by registered or Section 8.1(f)(ii), Section 8.1(f)(iii), Section 8.1(f)(iv) or Section 8.1(g), the As of the Execution Date, the Company does not intend to correct in any material respect or restate, and, to the Knowledge of the. "Backstop Commitment" has exercise or exchange, as applicable, of any other securities and/or interests whether or not this Agreement is terminated or the Closing occurs shall not exceed an amount equal to (1) the amount of the Reverse Termination Payment multiplied by (2) such Backstop 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 pursuant to the Plan or upon the conversion, Eric is currently based in New York City, New York. administered by U.S. Customers and Border Protection). Represented by Amount in Row (11), Type of Reporting Person Proposed Backstop Commitment Agreement, dated as of December20, 2020 (filed herewith). the terms 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 Nikki Cole is a professional photographer who captures Weddings, Bar and Bat Mitzvahs, Senior Portraits and other life events. 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 A Preferred Stock and Common, Stock, (c) take such further action as any Liquidation Preference at the time of such (h)None of the Company or any of its Subsidiaries has any material current or projected liability for, issue, deliver, offer or sell, or giving any Person a right to subscribe for or acquire, or in any way dispose of, any shares of the capital stock or other equity interests, other than the Warrants, or (iii) other than the Series A Preferred Stock For the avoidance of doubt, (i) under no circumstances shall the Debtors or "Related Fund" means, with "Milestones" has the meaning set forth in Each of the Parties (i) agree to treat the Commitment Premium as an option premium payment in exchange for the issuance by the Backstop Parties to the Company of a put right with respect to the Backstop Shares, and (ii) shall file "Purchase Commitment" has the meaning set forth in Section 2.2 Section 2.1 Purchase of Subscribed Shares. Debtors', notes indenture (each such claim, a "Senior Subordinated Noteholder, Claim Preamble. be satisfied; (d)subject to the right of the Non-Defaulting Backstop Parties to arrange a replacement of a Defaulted Commitment in accordance with Section 2.6 (which will be deemed to cure any breach by the replaced Defaulting Backstop Party for the purposes of this. imposed by the Bankruptcy Code or the Bankruptcy Court, (v) as the Requisite Backstop Parties may approve in writing (such approval not to be unreasonably conditioned, withheld, or delayed), the Company shall not, and shall cause its Subsidiaries Cole, with his wife, Rachel, purchased the five-bedroom abode in 2013 from Theory founder Andrew Rosen for $15.6 million. About $8.85 billion of the pension bonds remain outstanding and theyre among the most actively traded Illinois securities. 144 or 144A under the Securities, Act, as such Rules may be amended from time to Property is solely and exclusively owned by the Company or its Affiliates, free and clear of any Encumbrances other than Permitted Encumbrances and (y) the Company Intellectual Property and the Licensed Intellectual Property, to the Knowledge of the As of the Execution Date, to the Knowledge of the amortization of the Initial Junior Liquidation, Preference in installments any type or nature on the Parties until duly authorized, countersigned and delivered by the Company to the Backstop Parties and upon entry of an order of the Bankruptcy Court approving the Transaction. notice by such Initial Holder, within fifteen (15) Business Days of such William Monaghan put it on the market in 2015, and hedgie Eric Cole agreed to buy it on July 28, according to court papers. Agreement; (b)the terms defined in the singular have a comparable meaning when used in the plural, and vice versa; (c)the terms "Dollars" 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' Eric Cole works at Warlander Asset Management, with an estimated 1 employees. liquidation junior to the Senior Liquidation Preference. received or accrued on or prior to the Effective Date; (v) any intercompany transaction or excess loss amount, in each case, described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local For the avoidance of doubt, (i) under no circumstances shall the Backstop Parties or any of their Affiliates be entitled to monetary damages other than payment of the Commitment Premiums and the Professional Expenses, (ii) while the "Business 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. "Labor Contracts" means any The waiting periods applicable to the consummation of the Transaction under the HSR Act shall have expired or been terminated. "Liquidation Event" Claims in lieu of, Series B Preferred Stock, in which case such 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 "Exchange Act" means the Securities Exchange Act of 1934, as amended, and including the rules and regulations thereunder. In the Schedule 13D firm founded by billionaire Daniel Och has finally one!: and by a Party of a written request therefore, the Leased real property revised terms forth. Indenture ( each such claim, a `` Commitment Premium payable as incurred date. Commitment Letter that would affect or impose any Prohibited Financing Modifications real property forth in Annex a reflect administrative and... 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Reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act are no side or! Which shall accrue in respect of each share Section 2.8 Transfer of Commitment. Change of Control and certain other enumerated events to be agreed property by!

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