CUSIP No. 366505 105
to whom any such Investor assigns this right) that, together with its affiliates, holds 10% or more of the outstanding Series A Preferred Stock and Common Stock collectively, shall be entitled to
nominate an independent director for election to the Board of Directors of New GMI, and (ii) any Investor or other Backstop Party that, together with its affiliates, holds 5% or more of the outstanding Series A Preferred Stock and Common Stock,
collectively, shall be entitled to appoint an observer to the Board of Directors of New GMI.
Under certain circumstances specified in
Section 8.3 of the Proposed Backstop Commitment Agreement, upon termination of the Proposed Backstop Commitment Agreement, the Issuer would be required to pay the Investors $30 million plus certain professional expenses that had not yet
been reimbursed. The Investors are entitled to reimbursement of professional fees capped at $20 million under the Proposed Backstop Commitment Agreement. If the proposed transaction is not consummated and the definitive Backstop Commitment
Agreement is terminated by the Investors, the Investors agree that the cash payment of an amount equal to the commitment fee noted above will be subordinated to the payment of allowed general unsecured creditor claims, including those claims held by
Honeywell.
The terms of the Amended Proposal are on the terms and subject to the conditions included therein, as well as negotiation
with, and approval by, the Issuer, and further subject to entry of the Confirmation Order of the Bankruptcy Court and approval of appropriate regulatory authorities. The obligations of the Investors to consummate the transactions contemplated by the
Amended Proposal will terminate if the closing of the proposed transaction does not occur on or prior to May 10, 2021. The termination date may be extended up to and including June 10, 2021, at the sole option and discretion of the Issuer, if
material regulatory approvals have not been received prior to May 10, 2021, and the termination date may be further extended upon the agreement of the Investors and the Issuer.
The foregoing description is qualified in its entirety by reference to the Revised Bid Letter to the Issuer attached hereto as Exhibit
1, the Further Revised Bid Letter to the Issuer attached hereto as Exhibit 2, and the Proposed Backstop Commitment Agreement, attached hereto as Exhibit 3, each of which are incorporated herein by reference; it being understood
that the Proposed Backstop Commitment Agreement will be revised to reflect the terms of the Amended Proposal.
Item 6. Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the Issuer.
The information included in Item 4 above is incorporated by
reference into this Item 6.
Item 7. Material to Be Filed as Exhibits
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Exhibit 1
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Revised Bid Letter submitted by Marathon Asset Management L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit Master Fund LP, Owl Creek Asset Management, L.P., and Cetus Capital VI, L.P., dated as
of January 4, 2021 (filed herewith).
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Exhibit 2
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Further Revised Bid Letter submitted by Marathon Asset Management L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit Master Fund LP, Owl Creek Asset Management, L.P., and Cetus Capital VI, L.P.,
dated as of January 5, 2021 (filed herewith).
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Exhibit 3
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Proposed Backstop Commitment Agreement dated December 20, 2020 (filed herewith).
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