TRANSITION SERVICES AGREEMENT by and between HONEYWELL INTERNATIONAL INC. and GARRETT TRANSPORTATION I INC. Dated as of September 27, 2018Transition Services Agreement • October 1st, 2018 • Garrett Motion Inc. • Motor vehicle parts & accessories • New York
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of September 27, 2018, by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“Honeywell”), and GARRETT TRANSPORTATION I INC., a Delaware corporation (“TS Subsidiary”).
OF GARRETT MOTION INC. AND ITS AFFILIATES FORM OF RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • October 1st, 2018 • Garrett Motion Inc. • Motor vehicle parts & accessories • Delaware
RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) as of the [DAY] day of [MONTH, YEAR] (the “Award Date”) between Garrett Motion Inc. (the “Company”) and the Participant.
SEPARATION AND DISTRIBUTION AGREEMENT by and between HONEYWELL INTERNATIONAL INC. and GARRETT MOTION INC. Dated as of September 27, 2018Separation and Distribution Agreement • October 1st, 2018 • Garrett Motion Inc. • Motor vehicle parts & accessories • New York
SEPARATION AND DISTRIBUTION AGREEMENT, dated as of September 27, 2018, by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“Honeywell”), and GARRETT MOTION INC., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
ContractTax Matters Agreement • September 14th, 2018 • Garrett Motion Inc. • Motor vehicle parts & accessories • New York
TAX MATTERS AGREEMENT (this “Agreement”), dated as of September 12, 2018, by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“HII”), GARRETT MOTION INC., a Delaware corporation (“SpinCo”) and, solely for purposes of Sections 3.02(g), 5.05 and 6.13(b), HONEYWELL ASASCO INC., a Delaware corporation (“ASASCO”) and HONEYWELL ASASCO 2 INC., a Delaware corporation (“ASASCO 2” and, together with HII, SpinCo and ASASCO, the “Parties”).
EMPLOYEE MATTERS AGREEMENT By and Between HONEYWELL INTERNATIONAL INC. and GARRETT MOTION INC. Dated as of September 27, 2018Employee Matters Agreement • October 1st, 2018 • Garrett Motion Inc. • Motor vehicle parts & accessories
EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of September 27, 2018, by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“Honeywell”), and GARRETT MOTION INC., a Delaware corporation (“SpinCo” and, together with Honeywell, the “Parties”).
SECOND AMENDED AND RESTATED PLAN SUPPORT AGREEMENTPlan Support Agreement • March 10th, 2021 • Garrett Motion Inc. • Motor vehicle parts & accessories • New York
This Second Amended and Restated Plan Support Agreement, dated as of March 9, 2021 (including all exhibits and schedules attached hereto and in accordance with Section 2, this “Agreement”), amends and restates in its entirety that certain Amended and Restated Plan Support Agreement, dated February 15, 2021 (the “A&R Plan Support Agreement”), and is entered into by and among the following parties (each of the foregoing described in sub-clauses (1) through (7), and any person or entity that becomes a party hereto in accordance with the terms hereof, a “Party” and, collectively, the “Parties”):
INDEMNIFICATION AND REIMBURSEMENT AGREEMENT BY AND AMONG HONEYWELL ASASCO, INC., HONEYWELL ASASCO 2, INC., AND HONEYWELL INTERNATIONAL INC. Dated as of [•], 2018Indemnification and Reimbursement Agreement • September 5th, 2018 • Garrett Motion Inc. • Motor vehicle parts & accessories • New York
This INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated [•], 2018, by and among (i) Honeywell ASASCO, Inc., a corporation organized under the Laws of the State of Delaware (“Payor”), (ii) Honeywell ASASCO 2, Inc., a corporation organized under the Laws of the State of Delaware (“Payee”), and (iii) Honeywell International Inc., a corporation organized under the Laws of the State of Delaware (“Honeywell” or the “Claim Manager” and, together with Payee and Payor, the “Parties” and each, a “Party”).
NON-EMPLOYEE DIRECTORS OF GARRETT MOTION INC. FORM OF RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • October 1st, 2018 • Garrett Motion Inc. • Motor vehicle parts & accessories • Delaware
RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) as of the [DAY] day of [MONTH, YEAR] (the “Award Date”) between Garrett Motion Inc. (the “Company”) and [DIRECTOR NAME].
TRADEMARK LICENSE AGREEMENT by and between HONEYWELL INTERNATIONAL INC. and GARRETT MOTION INC. Dated as of September 27, 2018Trademark License Agreement • October 1st, 2018 • Garrett Motion Inc. • Motor vehicle parts & accessories • New York
TRADEMARK LICENSE AGREEMENT, dated as of September 27, 2018 (this “Agreement”), by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“Licensor”), and GARRETT MOTION INC., a Delaware corporation (“Licensee”).
INTELLECTUAL PROPERTY AGREEMENT by and between HONEYWELL INTERNATIONAL INC. and GARRETT MOTION INC. Dated as of September 27, 2018Intellectual Property Agreement • October 1st, 2018 • Garrett Motion Inc. • Motor vehicle parts & accessories • New York
INTELLECTUAL PROPERTY AGREEMENT, dated as of September 27, 2018 (this “Agreement”), by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“Honeywell”), and GARRETT MOTION INC., a Delaware corporation (“SpinCo”).
GARRETT LX I S.À R.L., as Issuer, GARRETT BORROWING LLC as Co-Issuer, GARRETT MOTION INC., as Parent, THE GUARANTORS NAMED HEREIN, DEUTSCHE TRUSTEE COMPANY LIMITED, as Trustee, DEUTSCHE BANK AG, LONDON BRANCH, as Security Agent and Paying Agent, and...Supplemental Indenture • October 1st, 2018 • Garrett Motion Inc. • Motor vehicle parts & accessories • New York
INDENTURE dated as of September 27, 2018 (this “Indenture”), among GARRETT L X I S.À R.L., a société à responsabilité limitée incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 19, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register under number B225642 (the “Issuer”), GARRETT BORROWING LLC, a Delaware limited liability company (the “Co-Issuer,” and together with the Issuer, the “Issuers”), GARRETT MOTION INC., a Delaware corporation (“Parent”), the Guarantors (as defined herein) listed on the signature pages hereto, DEUTSCHE TRUSTEE COMPANY LIMITED, as Trustee (the “Trustee”), DEUTSCHE BANK AG, LONDON BRANCH, as Security Agent and Paying Agent (the “Security Agent” and the “Paying Agent”) and DEUTSCHE BANK LUXEMBOURG S.A., as Registrar and Transfer Agent (the “Registrar” and “Transfer Agent,” respectively).
GARRETT MOTION INC. 2021 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 28th, 2021 • Garrett Motion Inc. • Motor vehicle parts & accessories • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) is made as of the [___] day of [_____], 20[___] (the “Grant Date”) between Garrett Motion, Inc. (the “Company”), and [_____] (the “Participant”), and is made pursuant to the terms of the Company’s 2021 Long-Term Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.
FIRST AMENDMENT, dated as of June 12, 2020, to the Credit Agreement dated as of September 27, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among GARRETT MOTION INC., a Delaware corporation...Credit Agreement • June 12th, 2020 • Garrett Motion Inc. • Motor vehicle parts & accessories • New York
CREDIT AGREEMENT dated as of September 27, 2018 (this “Agreement”), among GARRETT MOTION INC., a Delaware corporation (“Holdings”), GARRETT LX I S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg with registered office at 19, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register under number B225642 (“LuxCo 1”), GARRETT LX II S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg with registered office at 19, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register under number B225679 (“LuxCo 2”), GARRETT LX III S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand
FIRST AMENDMENT TO INDEMNIFICATION AND REIMBURSEMENT AGREEMENTIndemnification and Reimbursement Agreement • June 12th, 2020 • Garrett Motion Inc. • Motor vehicle parts & accessories
This FIRST AMENDMENT TO INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (this “Amendment”), dated as of June 12, 2020, by and among (i) Honeywell Holdings International Inc. (“Payee”), (ii) Honeywell International Inc. (“Honeywell”), and (iii) Garrett ASASCO Inc. (“Payor”), amends that certain Indemnification and Reimbursement Agreement, dated September 12, 2018, by and among (i) Honeywell ASASCO 2 Inc. (predecessor in interest to Payee), (ii) Honeywell and (iii) Honeywell ASASCO Inc. (predecessor in interest to Payor) (as amended, the “Indemnification and Reimbursement Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Indemnification and Reimbursement Agreement or, if not defined therein, in the Current Credit Agreement (as amended by an amendment of the Current Credit Agreement, dated as of the date hereof (the “First Amendment to the Credit Agreement”)).
OF GARRETT MOTION INC. AND ITS AFFILIATES FORM OF STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • October 1st, 2018 • Garrett Motion Inc. • Motor vehicle parts & accessories • Delaware
STOCK OPTION AWARD AGREEMENT (this “Agreement”) made as of the [DAY] day of [MONTH, YEAR] (the “Grant Date”), between Garrett Motion Inc. (the “Company”) and [EMPLOYEE NAME] (“Participant”).
TRANSACTION AGREEMENTTransaction Agreement • April 14th, 2023 • Garrett Motion Inc. • Motor vehicle parts & accessories • Delaware
This TRANSACTION AGREEMENT (this “Agreement”) is entered into as of April 12, 2023 by and among Garrett Motion Inc., a Delaware corporation (the “Company”) and the stockholders of the Company listed on Schedule 1 (collectively, the “Investors,” and each, an “Investor”). The Company and the Investors are each individually referred to herein as a “Party” and are collectively referred to herein as the “Parties”.
FOR NON-EMPLOYEE DIRECTORS OF GARRETT MOTION INC. FORM OF STOCK OPTION AWARD AGREEMENT2018 Stock Plan • October 1st, 2018 • Garrett Motion Inc. • Motor vehicle parts & accessories • Delaware
STOCK OPTION AWARD AGREEMENT (this “Agreement”) made as of the [DAY] day of [MONTH, YEAR] (the “Date of Grant”) between Garrett Motion Inc. (the “Company”) and [DIRECTOR NAME] (the “Director”).
EMPLOYMENT CONTRACTEmployment Contract • July 30th, 2020 • Garrett Motion Inc. • Motor vehicle parts & accessories
GARRETT MOTION INC. SERIES A INVESTOR RIGHTS AGREEMENT Dated as of April 30, 2021Investor Rights Agreement • April 30th, 2021 • Garrett Motion Inc. • Motor vehicle parts & accessories • Delaware
This SERIES A INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of April 30, 2021, by and among Garrett Motion Inc., a Delaware corporation (together with its successors and assigns, the “Company”), Centerbridge Credit Partners Master, L.P., Centerbridge Special Credit Partners III-Flex, L.P., (together, the “Centerbridge Investors”), OCM Opps GTM Holdings, LLC, Oaktree Value Opportunities Fund Holdings, L.P., Oaktree Phoenix Investment Fund, L.P., and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. (collectively, the “Oaktree Investors”) and the other signatories hereto (the “Additional Investors” and, together with the Centerbridge Investors and the Oaktree Investors, the “Investors”).
EMPLOYMENT CONTRACT between Garrett Motion Sàrl, headquartered at Z.A. La Pièce 16, 1180 Rolle, Switzerland (The “Company”); and Joanne Lau of Avenue Winston Churchill 123/8, 1180 Brussels, BelgiumGarrett Motion Inc. • October 6th, 2021 • Motor vehicle parts & accessories
AMP Intermediate B.V. c/o KPS Capital Partners, LPGarrett Motion Inc. • October 13th, 2020 • Motor vehicle parts & accessories
SHARE AND ASSET PURCHASE AGREEMENT by and among GARRETT MOTION INC., GARRETT MOTION HOLDINGS INC., GARRETT ASASCO INC., and GARRETT MOTION HOLDINGS II INC., as Sellers, AMP INTERMEDIATE B.V., as Buyer, and AMP U.S. HOLDINGS, LLC, as Buyer Assignee...Share and Asset Purchase Agreement • September 21st, 2020 • Garrett Motion Inc. • Motor vehicle parts & accessories • New York
This SHARE AND ASSET PURCHASE AGREEMENT (as it may be amended from time to time in accordance with its terms, this “Agreement”), dated as of September 20, 2020 (the “Execution Date”), by and among Garrett Motion Inc., a Delaware corporation (“Seller Parent”), Garrett Motion Holdings Inc., a Delaware corporation (“U.S. Seller Parent”), Garrett Motion Holdings II Inc., a Delaware corporation (“U.S. Share Seller”), Garrett ASASCO Inc., a Delaware corporation (“Non-U.S. Share Seller”, and together with U.S. Share Seller, “Share Sellers”, and Share Sellers together with Seller Parent and U.S. Seller Parent, “Sellers”), AMP Intermediate B.V., a private limited liability company organized under the laws of the Netherlands (“Buyer”), and AMP U.S. Holdings, LLC, a limited liability company organized under the laws of Delaware (“Buyer Designee”, and together with Buyer and Sellers, the “Parties”).
GARRETT MOTION Form of Continuity Award AgreementContinuity Award Agreement • June 19th, 2020 • Garrett Motion Inc. • Motor vehicle parts & accessories
In light of your importance to the continued success of Garrett Motion (the “Company”) and to provide you with an incentive to remain with the Company [during the coming year] [until [date]], your Garrett employing entity will provide you with a cash incentive payment of $[●] (your “Continuity Award”), less applicable withholdings and deductions, on [date] (the “Effective Date”), subject to the terms and conditions of this Continuity Award Agreement (this “Agreement”).
GARRETT MOTION INC. 2021 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 28th, 2021 • Garrett Motion Inc. • Motor vehicle parts & accessories • Delaware
This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is made as of the [___] day of [_____] (the “Grant Date”) between Garrett Motion Inc., a Delaware corporation (the “Company”), and [_________] (the “Participant”), and is made pursuant to the terms of the Company’s 2021 Long-Term Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.
EQUITY BACKSTOP COMMITMENT AGREEMENT AMONG GARRETT MOTION, INC., THE OTHER DEBTORS PARTY HERETO AND THE EQUITY BACKSTOP PARTIES PARTY HERETO Dated as of January 22, 2021Equity Backstop Commitment Agreement • January 25th, 2021 • Garrett Motion Inc. • Motor vehicle parts & accessories • New York
THIS EQUITY BACKSTOP COMMITMENT AGREEMENT (this “Agreement”), dated as of January 22, 2021, is made by and among Garrett Motion Inc. ((including as debtor in possession and a reorganized debtor, as applicable) the “Company”) and the other Debtors (as defined below), on the one hand, and each Equity Backstop Party (as defined below), on the other hand. Capitalized terms that are used but not otherwise defined in this Agreement shall have the meanings given to them in Section 1.1 hereof or, if not defined therein, shall have the meanings given to them in the Plan Support Agreement (as defined below) (including the Restructuring Term Sheet (as defined below)), as applicable.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG GARRETT MOTION INC., CENTERBRIDGE CREDIT PARTNERS MASTER, L.P., CENTERBRIDGE SPECIAL CREDIT PARTNERS III-FLEX, L.P., OCM OPPS GTM HOLDINGS, LLC, OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P., OAKTREE...Registration Rights Agreement • April 30th, 2021 • Garrett Motion Inc. • Motor vehicle parts & accessories • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 30, 2021, by and among Garrett Motion Inc., a Delaware corporation (the “Issuer”), Centerbridge Credit Partners Master, L.P., Centerbridge Special Credit Partners III-Flex, L.P., (together, the “Centerbridge Investors”), OCM Opps GTM Holdings, LLC, Oaktree Value Opportunities Fund Holdings, L.P., Oaktree Phoenix Investment Fund, L.P., and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. (collectively, the “Oaktree Investors”), the Additional Investors (as defined below) and the Accredited Investor Parties (as defined below).
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • September 21st, 2020 • Garrett Motion Inc. • Motor vehicle parts & accessories • New York
This RESTRUCTURING SUPPORT AGREEMENT (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of September 20, 2020, is entered into by and among:
AGREEMENTAgreement • November 8th, 2019 • Garrett Motion Inc. • Motor vehicle parts & accessories
OF GARRETT MOTION INC. AND ITS AFFILIATES FORM OF PERFORMANCE STOCK UNIT AGREEMENT2018 Stock Incentive Plan • October 1st, 2018 • Garrett Motion Inc. • Motor vehicle parts & accessories • Delaware
PERFORMANCE STOCK UNIT AGREEMENT (this “Agreement”) as of the [DAY] day of [MONTH, YEAR] (the “Award Date”) between Garrett Motion Inc. (the “Company”) and [EMPLOYEE NAME] (the “Participant”).
CREDIT AGREEMENT dated as of September 27, 2018, among GARRETT MOTION INC., as Holdings, The Intermediate Holdcos Party Hereto, GARRETT LX III S.À R.L., as Lux Borrower, GARRETT BORROWING LLC, as U.S. Co-Borrower, HONEYWELL TECHNOLOGIES SÀRL, as Swiss...Credit Agreement • October 1st, 2018 • Garrett Motion Inc. • Motor vehicle parts & accessories • New York
CREDIT AGREEMENT dated as of September 27, 2018 (this “Agreement”), among GARRETT MOTION INC., a Delaware corporation (“Holdings”), GARRETT LX I S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg with registered office at 19, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register under number B225642 (“LuxCo 1”), GARRETT LX II S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg with registered office at 19, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register under number B225679 (“LuxCo 2”), GARRETT LX III S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand
INTERCREDITOR AGREEMENT among Garrett Motion Inc. as Holdings, Garrett LX I S.à r.l as Lux Notes Issuer, Garrett LX II S.à r.l as LuxCo 2, Garrett LX III S.à r.l as Lux Borrower, Honeywell Technologies Sàrl as Swiss Borrower, Garrett Borrowing LLC as...Intercreditor Agreement • October 1st, 2018 • Garrett Motion Inc. • Motor vehicle parts & accessories • New York
AMENDMENT NO. 1 TO RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • January 8th, 2021 • Garrett Motion Inc. • Motor vehicle parts & accessories • New York
This AMENDMENT NO. 1 TO RESTRUCTURING SUPPORT AGREEMENT, dated as of January 6, 2021 (this “Amendment”), is entered into by and among (i) the undersigned Company Parties and (ii) the undersigned Consenting Lenders comprising Requisite Consenting Lenders (each, a “Party” and collectively, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Restructuring Support Agreement (as defined below).
ContractGarrett Motion Inc. • June 4th, 2021 • Motor vehicle parts & accessories
CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED BECAUSE ITS DISCLOSURE WOULD CONSTITUTE AN UNWARRANTED INVASION OF PERSONAL PRIVACY. INFORMATION THAT HAS BEEN OMITTED ON THAT BASIS IS DENOTED IN THIS DOCUMENT AS “[###].”
INDEMNIFICATION AND REIMBURSEMENT AGREEMENT BY AND AMONG ALLIEDSIGNAL AEROSPACE SERVICE CORP., HONEYWELL ASIA PACIFIC INC., AND HONEYWELL INTERNATIONAL INC. Dated as of [•], 2018Indemnification and Reimbursement Agreement • June 8th, 2018 • Garrett Transportation Systems Inc. • Motor vehicle parts & accessories • New York
This INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated [•], 2018, by and among (i) AlliedSignal Aerospace Service Corp., a corporation organized under the Laws of the State of Delaware (“Indemnitor”), (ii) Honeywell Asia Pacific Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitee”), and (iii) Honeywell International Inc., a corporation organized under the Laws of the State of Delaware (“Honeywell” or the “Claim Manager” and, together with Indemnitee and Indemnitor, the “Parties” and each, a “Party”).
REPLACEMENT EQUITY BACKSTOP COMMITMENT AGREEMENT AMONGReplacement Equity Backstop Commitment Agreement • March 10th, 2021 • Garrett Motion Inc. • Motor vehicle parts & accessories • New York
THIS REPLACEMENT EQUITY BACKSTOP COMMITMENT AGREEMENT (this “Agreement”), dated as of March 9, 2021, replaces in its entirety that certain Equity Backstop Commitment Agreement dated as of January 22, 2021 (“Original BCA”), and is made by and among Garrett Motion Inc. ((including as debtor in possession and a reorganized debtor, as applicable) the “Company”) and the other Debtors (as defined below), on the one hand, and each Equity Backstop Party (as defined below), on the other hand. Capitalized terms that are used but not otherwise defined in this Agreement shall have the meanings given to them in Section 1.1 hereof or, if not defined therein, shall have the meanings given to them in the Plan Support Agreement (as defined below) (including the Restructuring Term Sheet (as defined below)), as applicable.
