MAKE A BA EQUIVALENT LOAN BY WAY OF DISCOUNT NOTE IN AN
AMOUNT EQUAL TO THE NON-ACCEPTANCE LENDER'S PRO RATA PERCENTAGE OF THE BA LOAN.
ALL TERMS OF THIS AGREEMENT APPLICABLE TO BANKERS' ACCEPTANCES AND DRAFTS SHALL
APPLY EQUALLY TO DISCOUNT NOTES EVIDENCING BA EQUIVALENT LOANS WITH SUCH CHANGES
AS MAY IN THE CONTEXT BE NECESSARY.
FOR GREATER CERTAINTY:
(I)
THE TERM OF A DISCOUNT NOTE SHALL BE THE SAME AS THE
CONTRACT PERIOD FOR BANKERS' ACCEPTANCES ACCEPTED ON THE SAME DATE OF THE
BORROWING IN RESPECT OF THE SAME BA LOAN;
(II)
AN ACCEPTANCE FEE WILL BE PAYABLE IN RESPECT OF A DISCOUNT
NOTE AND SHALL BE CALCULATED AT THE SAME RATE AND IN THE SAME MANNER AS THE
ACCEPTANCE FEE IN RESPECT OF A BANKERS' ACCEPTANCE; AND
(III)
THE PROCEEDS FROM A BA EQUIVALENT LOAN SHALL BE EQUAL TO THE
BA DISCOUNT PROCEEDS OF THE DISCOUNT NOTE.
(J)
IN THE EVENT THAT THE CANADIAN ADMINISTRATIVE AGENT SHALL HAVE REASONABLY
DETERMINED (WHICH DETERMINATION SHALL, ABSENT CLEARLY DEMONSTRABLE ERROR, BE
FINAL AND CONCLUSIVE AND BINDING UPON ALL PARTIES HERETO) THAT THERE DOES NOT
EXIST A NORMAL MARKET IN CANADA FOR THE PURCHASE AND SALE OF BANKERS'
ACCEPTANCES, THEN, AND IN ANY SUCH EVENT, THE CANADIAN ADMINISTRATIVE AGENT
SHALL WITHIN A REASONABLE TIME THEREAFTER GIVE NOTICE (IF BY TELEPHONE CONFIRMED
IN WRITING) TO THE CANADIAN BORROWERS AND EACH OF THE CANADIAN LENDERS OF SUCH
DETERMINATION.
THEREAFTER BA LOANS SHALL NO LONGER BE AVAILABLE UNTIL SUCH TIME
AS THE CANADIAN ADMINISTRATIVE AGENT NOTIFIES THE CANADIAN BORROWERS AND THE
CANADIAN LENDERS THAT THE CIRCUMSTANCES GIVING RISE TO SUCH NOTICE BY THE
CANADIAN ADMINISTRATIVE AGENT NO LONGER EXIST (WHICH NOTICE THE CANADIAN
ADMINISTRATIVE AGENT AGREES TO GIVE AT SUCH TIME WHEN SUCH CIRCUMSTANCES NO
LONGER EXIST), AND ANY NOTICE OF BORROWING GIVEN BY A CANADIAN BORROWER WITH
RESPECT TO BA LOANS THAT HAVE NOT YET BEEN INCURRED SHALL BE DEEMED RESCINDED BY
SUCH CANADIAN BORROWER.
ANY MATURING BA LOANS SHALL THEREAFTER, AND UNTIL
CONTRARY NOTICE IS PROVIDED BY THE CANADIAN ADMINISTRATIVE AGENT, BE CONTINUED
AS A CANADIAN PRIME LOAN.
6.20.
PESO COMMITMENTS.
(A)
FOLLOWING (I) THE ACCESSION TO THIS AGREEMENT BY
THE MEXICAN BORROWER AND (II) THE APPOINTMENT BY THE COMPANY OF A MEXICAN
ADMINISTRATIVE AGENT WHO AGREES TO ACT AS SUCH AND TO BECOME A PARTY TO THIS
AGREEMENT AS SUCH, THE COMPANY MAY, BY WRITTEN NOTICE TO THE GENERAL
ADMINISTRATIVE AGENT AND THE MEXICAN ADMINISTRATIVE AGENT, REQUEST THAT THE PESO
COMMITMENT BE INCREASED AND THE US/UK COMMITMENTS BE DECREASED IN A
CORRESPONDING AMOUNT;
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PROVIDED THAT THAT AGGREGATE AMOUNT OF SUCH INCREASE (AND CORRESPONDING
DECREASE) SHALL NOT EXCEED $25,000,000.
SUCH NOTICE SHALL SET FORTH THE AMOUNT
OF THE REQUESTED INCREASE IN THE PESO COMMITMENTS (WHICH SHALL BE IN MINIMUM
INCREMENTS OF $1,000,000) AND THE DATE ON WHICH SUCH INCREASE IS REQUESTED TO
BECOME EFFECTIVE (WHICH SHALL BE NOT LESS THAN 10 BUSINESS DAYS NOR MORE THAN 60
DAYS AFTER THE DATE OF SUCH NOTICE AND WHICH, IN ANY EVENT, MUST BE