The Cdn. Borrower and the U.S. Borrower, as borrowers (the "BORROWERS"), the Persons from time to time parties to such agreement as lenders (the "LENDERS"), the Administrative Agent, as administrative agent for the Lenders, Bankers Trust Company, as syndication agent, Canadian Imperial Bank of Commerce and Bankers Trust Company, as co-arrangers, and Dresdner Bank Canada and Dresdner Bank AG New York Branch, as documentation agents, are parties to a credit agreement dated as of August 11, 1997 as amended by amending agreements dated as of October 31, 1997, February 19, 1998, June 24, 1998 and October 20, 1998 (the "CREDIT AGREEMENT").
The Cdn. Loans made by each Cdn. Lender shall be evidenced by a promissory note payable in Cdn. Dollars, substantially in the form of Exhibit B, and a promissory note payable in U.S. Dollars, substantially in the form of Exhibit C, each payable to the order of such Lender (each as amended, supplemented or otherwise modified from time to time, a "Cdn. Note"), executed by the Cdn. Borrower and delivered to the Agent on the Closing Date. Each Cdn. Note of each Cdn. Lender shall be in a stated maximum principal amount equal to such Lender's Commitment.
The Cdn. Borrower shall pay to the Agent for the ratable benefit of the Cdn. Lenders on the first Business Day of each month, commencing with the month immediately following the Closing Date, and on the Expiration Date, in arrears, an unused line fee equal to three-eighths of one percent (.375%) per annum of the difference, if positive, between (i) US$7,000,000 and (ii) the average daily outstanding amount of the Cdn. Loans plus the average daily aggregate undrawn amount available for drawing under all Cdn. Letters of Credit during the immediately preceding month or portion thereof.
The Cdn. Borrower and the U.S. Borrower, as borrowers (the "BORROWERS"), the Persons from time to time parties to such agreement as lenders (the "LENDERS"), the Administrative Agent, as administrative agent for the Lenders, Bankers Trust Company, as syndication agent, Canadian Imperial Bank of Commerce and Bankers Trust Company, as co-arrangers, and Dresdner Bank Canada, Dresdner Bank AG New York Branch and Royal Bank of Canada, as documentation agents, are parties to a credit agreement dated as of August 11, 1997 as amended by an amending agreement dated as of October 31, 1997 (collectively the "CREDIT AGREEMENT").
The Cdn. Borrower agrees to accept each such Prime Rate Loan and irrevocably authorizes and directs the applicable Lender to apply the proceeds of each such Loan in payment of the liability of the Cdn. Borrower with respect to the related Bankers' Acceptance or BA Equivalent Note. Notwithstanding any other provision of this Agreement, all Prime Rate Loans made as contemplated by this subsection shall be payable on demand by the Administrative Agent or the applicable Lender.
The Cdn. Borrower undertakes at all times that any Accommodation is outstanding to it or any other amount is owed by it under any Credit Document to maintain at the Administrative Agent's Cdn. Payment Branch an account in Cdn. Dollars and an account in U.S. Dollars which the Administrative Agent shall be entitled to debit with such amounts as are from time to time required to be paid by such Borrower under the Credit Documents, as and when such amounts are due, and that each such account will contain sufficient funds for such purpose. All payments by the Cdn. Borrower under the Credit Documents (except for payments prior to the Maturity Date to the Cdn. Operating Lender under the Cdn. Operating Line which shall be made directly to the Cdn. Operating Lender in accordance with arrangements entered into between the Cdn. Borrower and the Cdn. Operating Lender from time to time), unless otherwise expressly provided in such Credit Document, shall be made to the Administrative Agent at the Administrative Agent's Cdn. Payment Branch for the Rateable account of the Lenders entitled to such payment not later than 12:00 noon for value on the date when due, and shall be made in immediately available funds without set-off or counterclaim. All payments by the U.S. Borrower under the Credit Documents (except for payments prior to the Maturity Date to a U.S. Operating Lender under a U.S. Operating Line which shall be made directly to such U.S. Operating Lender in accordance with arrangements entered into between the U.S. Borrower and such U.S. Operating Lender from time to time), unless otherwise expressly provided in such Credit Document, shall be made to the Administrative Agent at the Administrative Agent's U.S. Payment Branch for the Rateable account of the Lenders entitled to such payment not later than 12:00 noon for value on the date when due, and shall be made in immediately available funds without set-off or counterclaim. Unless the Administrative Agent shall have been notified by a Borrower not later than the Business Day prior to the date on which any payment to be made by such Borrower under a Credit Document is due that such Borrower does not intend to remit such payment, the Administrative Agent shall be entitled to assume that such Borrower has remitted or will remit such payment when so due and the Administrative Agent may (but shall not be obliged to), in reliance upon such assumption, make available to each applicable Lender on such payment date an amount equal t...
The Cdn. Borrower has furnished the Administrative Agent with its most recent annual and quarterly consolidated financial statements; all such financial statements have been prepared in accordance with GAAP, except as stated in such financial statements or in the notes to such financial statements; each balance sheet contained in such financial statements, when read with the deconsolidation and reconciliation accompanying such financial statements, presents fairly the Modified Consolidated financial position of the Cdn. Borrower as at the date of such balance sheet; and each statement of profit and loss contained in such 107 SECTION 7.01 financial statements when read with the deconsolidation and reconciliation accompanying such financial statements, presents fairly the Modified Consolidated results of the Cdn. Borrower's operations for the periods indicated; the Cdn. Borrower has also furnished the Administrative Agent with the Pro Forma Financial Statements and such Pro Forma Financial Statements have been, and on delivery of the same the June 30 Pro Forma Financial Statements will have been, prepared in accordance with GAAP, expressly state all of the underlying assumptions on which they have been prepared all of which assumptions are reasonable in the circumstances, and constitute a reasonably true and accurate description of the combined financial position and financial performance of the Restricted Parties (including all Acquisitions made on or prior July 31, 1997) as of the date of, and for the financial period ending on the date of, such Pro Forma Financial Statements;
The Cdn. Borrower and the U.S. Borrower, as borrowers (the "BORROWERS"), the Persons from time to time party to such agreement as lenders (the "LENDERS"), the Administrative Agent, as administrative agent for the Lenders, Bankers Trust Company, as syndication agent, Canadian Imperial Bank of Commerce and Bankers Trust Company, as co-arrangers, and Dresdner Bank Canada, Dresdner Bank AG New York Branch and Royal Bank of Canada, as documentation agents, are parties to a credit agreement dated as of August 11, 1997 (the "CREDIT AGREEMENT").
The Cdn. Dollar Amount of any Borrowing under the Revolving Commitments shall not exceed the Undisbursed Revolving Commitments on the date on which the applicable Notice of Borrowing is delivered to the Agent.
The Cdn. Dollar Amount of all outstanding Letters of Credit at any time will not exceed Cdn. $25,000,000. For the purpose of calculating such amount and the Undisbursed Revolving
