Banco Nacional de México, S. A., a member of the Banamex Financial Group, Trust Division (the “Trustee”), a full-service bank duly incorporated and validly existing pursuant to the laws of the United Mexican States (“Mexico”); and
Banco Nacional de México, S. A., INTEGRANTE DEL GRUPO FINANCIERO BANAMEX, DIVISIÓN FIDUCIARIA, COMO FIDUCIARIO DEL FIDEICOMISO IRREVOCABLE F/17937-8, as Tranche A Lender and Tranche A-2 Lender
Banco Nacional de México, S. A., Integrante del Grupo Financiero Banamex, División Fiduciaria (the “Trustee”), a banking institution duly organized and validly existing pursuant to the laws of the United Mexican States (“Mexico”); and
Banco Nacional de México, S. A., Integrante del Grupo Financiero Banamex, División Fiduciaria, in compliance with the purposes of Trust No. 14520-1. By: Lic. Rxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxx Mac Gxxxxx General Deputy Trustee
Banco Nacional de México, S. A. Integrante del Grupo Financiero Banamex, as Lender By: XXXXX XXXXXXX / XXX X XXXXXX Name: XXXXX XXXXXXX / XXX X XXXXXX Title: Vice President / Subdirector [Signature Page to Omnibus Amendment and Waiver Agreement]
Banco Nacional de México, S. A., Integrante del Grupo Financiero Banamex, División Fiduciaria, pursuant to the purposes set forth in trust No. 14520-1, represented herein Exxxxx Xxxxxxx Xxxxxx and Mxxxxxx Xxxxxxx Xxxxxxx.
Banco Nacional de México, S. A., Institución de Banca Múltiple, (ii) Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa, (iii) Bank of America Global FX, (iv) HSBC México, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC and (v) JPMorgan Chase Bank, N.A. (the “Reference Banks”); provided, however, that if any of the Reference Banks ceases to offer such an exchange rate, that bank will be replaced by the Company, for the purpose of determining the Alternative Rate, with another leading bank or financial institution. In the event that the Calculation Agent determines, in its sole and absolute discretion, that neither the FIX FX Rate nor the Alternative Rate can be ascertained on a Rate Calculation Date in accordance with the foregoing, the Company will determine the Settlement Rate (and method of determining the Settlement Rate) in respect of such date in its sole and absolute discretion, taking into consideration all available information that in good faith it deems relevant.
Banco Nacional de México, S. A., Integrante del Grupo Financiero Banamex, División Fiduciaria, as trustee. Capitalized terms used in this Sale Instruction, unless otherwise defined, shall have the same meaning attributed to such terms in the Trust Agreement. As set forth in Clause Seventh (a)(1) of the Trust Agreement, we hereby notify you that an Enforcement Event has occurred in accordance with the terms of the Intercreditor Agreement, consisting of [description of the Enforcement Event]. As a result thereof, pursuant to this Sale Instruction we hereby request that you proceed with the sale of the Transferred Shares, any Additional Shares and other assets comprising the Trust Assets pursuant to the terms of the Trust Agreement. For purposes of the foregoing, we request that you notify this Sale Instruction to the representative (comisionista mercantil) of the Settlors, appointed pursuant to the Trust Agreement, in accordance with Clause Seventh (a)(2) of the Trust Agreement. The Settlors, acting through their representative appointed under the Trust Agreement, shall have a period of ten (10) business days, counted from the date such representative shall receive a copy of this Sale Instruction, to oppose the sale of the Trust Assets, by submitting to the Trustee proof of payment issued and duly executed by the Beneficiary with respect to the Obligors’ obligations with the Participating Creditors under the Financing Agreement or with respect to the payment of the Secured Obligations outstanding in such date. If the evidence necessary to oppose the sale shall have not been delivered within the aforementioned time period, we request that you proceed with the sale under the terms of Clause Seventh of the Trust Agreement. We confirm that the amount of the Secured Obligations due and payable to the Secured Parties is . Furthermore, attached hereto, as Exhibit 1, is a copy of the Trust Agreement, certified by a [notary public] [commercial broker]. Very truly yours, By Name: Title:
Banco Nacional de México, S. A., Integrante del Grupo Financiero Banamex División Fiduciaria, Hyslamex, S.A. de C.V. and Ternium (the “Amended and Restated Stock Pledge Agreement”), in its capacity as set forth therein, and the Assignor shall become an Intermediate Holding Company under the Credit Agreement and shall relinquish its rights and be released from its obligations as Borrower under the Credit Agreement and each Subordinated Loan constituting part of the Capital Contribution (but shall, for the avoidance of doubt, retain its rights and remain obligated under each Collateral Document (including, without limitation, the Amended and Restated Stock Pledge Agreement), each Subordinated Loan constituting part of the Capital Contribution in accordance with the terms, thereof and under the Shareholders’ Agreement in all respects to the extent party thereto in a capacity other than as Borrower). The parties hereto acknowledge and agree that this Agreement does not affect in any way the validity or enforceability of the Credit Agreement or any of the Loan Documents, and that by virtue of this Agreement the obligations of the Borrower under the Credit Agreement are neither altered nor replaced by new obligations.
Banco Nacional de México, S. A., integrante del Grupo Financiero Banamex; and
