Chrysler Canada Ltd. Regulations, 1982 (SOR/82-926)

Short Title

1 These Regulations may be cited as the Chrysler Canada Ltd. Regulations, 1982.

Interpretation

2 In these Regulations,

Chrysler Canada Ltd.

Chrysler Canada Ltd. means a company incorporated under that name under the laws of Canada and having its registered office in the City of Windsor in the Province of Ontario; (Chrysler Canada Ltée)

Chrysler Corporation

Chrysler Corporation means a company incorporated under that name under the laws of the State of Delaware in the United States of America and having its head office in the City of Highland Park in the State of Michigan; (Chrysler Corporation)

DCI Diesel Canada Inc.

DCI Diesel Canada Inc. means a company incorporated under that name under the laws of Canada and in which the initial equity interest of Chrysler Canada Ltd. is 97% and of Perkins Engines Canada Ltd. is 3%; (DCI Diesel Canada Inc.)

Minister

Minister means the Minister of Industry, Trade and Commerce; (ministre)

private lender

private lender means any lender approved by the Minister other than

• (a) the Government of Canada,

• (b) the government of any province of Canada,

• (c) an agency of any government referred to in paragraph (a) or (b) or any company that, in the opinion of the Minister, is effectively controlled by any such government or any agency thereof, or

• (d) a municipal corporation. (prêteur privé)

Insurance

• 3 (1) Subject to sections 4 and 5, the Minister may, pursuant to Industry, Trade and Commerce Vote 1a of Appropriation Act No. 1, 1980-81, provide insurance of any loans, not exceeding two hundred million dollars in the aggregate, made by a private lender to Chrysler Canada Ltd.

• (2) Any agreement to insure between Her Majesty in right of Canada and Chrysler Corporation, Chrysler Canada Ltd. and DCI Diesel Canada Inc. shall be in form and content satisfactory to the Minister and shall include the following conditions:

  • (a) that the private lender pays Her Majesty an insurance fee of one per cent per annum based on the amount of insurance in effect from time to time;

  • (b) that the insured loan is used

    • (i) to the extent of $150 million maximum to provide for the conversion and retooling of the Windsor Assembly Plant into a van/wagon plant in the years 1983 and 1984 so as to produce a van/wagon for sale to the public in the autumn of 1983, and

    • (ii) to the extent of $50 million maximum to finance the conversion, retooling and re-equipping of the Windsor Engine Plant into a diesel engine plant capable of producing 240,000 engines per year at straight time by December 31, 1985;

  • (c) that any loan insurance agreement between Her Majesty and a private lender shall be entered into on or after January 1, 1983 but not later than September 1, 1984;

  • (d) that the insured loan be repaid over a period of not more than five years commencing

    • (i) in respect of the insured loan referred to in subparagraph (b)(i), on April 30, 1986, and

    • (ii) in respect of the insured loan referred to in subparagraph (b)(ii), on December 31, 1986;

  • (e) that Chrysler Canada Ltd. conducts its business in accordance with an Operating and Financing Plan approved by the Minister;

  • (f) that the employment level of Chrysler Canada Ltd. and DCI Diesel Canada Inc. shall be,

    • (i) nine per cent during the calendar years 1980 and 1981,

    • (ii) at least 11 per cent during each calendar year commencing in the year 1982 and ending in the year 1986, and

    • (iii) an average of at least 11 per cent for the calendar years 1987 and 1988 and in no case shall the employment be less than nine per cent in the calendar year 1987 or 1988,

    of the employment level of Chrysler Corporation in the United States for the same periods;

  • (g) that the employment in the diesel engine plant located in the Windsor Engine Plant referred to in subparagraph (b)(ii) shall, subject to demonstrated productivity improvements and market factors, reach a level of 1,000 persons in 1988 and that such level shall be maintained until the later of 1990 and the repayment of the insured loan referred to in subparagraph (b)(ii);

  • (h) that during the years 1980, 1981, 1982, 1983, 1984, 1985 and 1986, Chrysler Canada Ltd. shall invest a total of $821 million in the Windsor Assembly Plant, the Windsor Engine Plant referred to in paragraph (g) and its other Canadian operations;

  • (i) that Chrysler Canada Ltd. reaches an agreement with its bankers on a restructuring of any loans outstanding and such restructuring shall provide that

    • (i) any repayment of the principal outstanding is postponed until September 30, 1986 and is repayable in equal quarterly instalments over a period of five years commencing on that date,

    • (ii) the principal outstanding referred to in subparagraph (i) does not accrue interest at more than 12.5 per cent per annum, and

    • (iii) seven per cent of the interest referred to in subparagraph (ii) is deferred until the fourth anniversary of the date of the restructuring;

  • (j) that Chrysler Canada Ltd. and DCI Diesel Canada Inc. enter into a trust indenture with The Canada Trust Company and a security sharing agreement with the private lenders, The Canada Trust Company, the Minister, Her Majesty in Right of Ontario and the Ontario Development Corporation, the combined effects of which will be

    • (i) to secure, by way of a first charge on all the fixed and the non-fixed assets of Chrysler Canada Ltd. and DCI Diesel Canada Inc.,

      • (A) the restructured loans referred to in paragraph (i),

      • (B) the insured loans referred to in paragraph (b),

      • (C) the loans guaranteed by the Ontario Development Corporation in the amount of $33 million,

      • (D) the repayable contributions made by the Ontario Development Corporation in the amount of $10 million, and

      • (E) the repayable contributions made by Her Majesty in Right of Canada in the amount of $12 million, and

    • (ii) to distribute the proceeds from the realization of

      • (A) the fixed assets contained in the Pillette Road Plant in the following manner:

        • (I) firstly, that the proceeds be used to reduce the insured loans to the extent of $50 million,

        • (II) secondly, any of the proceeds be used to retire pari passu the restructured loans referred to in paragraph (i) and the insured loans referred to in paragraph (b), and

        • (III) thirdly, any proceeds remaining be used to retire the debt guaranteed by the Ontario Development Corporation referred to in clause (i)(C) and the repayable contributions referred to in clauses (i)(D) and (E),

      • (B) the fixed assets of Chrysler Canada Ltd., other than those referred to in clause (A), and of DCI Diesel Canada Inc. in the following manner:

        • (I) firstly, that the proceeds be used to retire pari passu the restructured loans referred to in paragraph (i) and the insured loans referred to in paragraph (b), and

        • (II) secondly, any remainder of the proceeds be used to retire the loans guaranteed by the Ontario Development Corporation referred to in clause (i)(C) and the repayable contributions referred to in clauses (i)(D) and (E), and

      • (C) the non-fixed assets of Chrysler Canada Ltd. and DCI Diesel Canada Inc. in the following manner:

        • (I) firstly, that the proceeds be used to retire pari passu the restructured loans referred to in paragraph (i), and

        • (II) secondly, that any of the proceeds be used to retire the insured loans referred to in paragraph (b), the loans guaranteed by the Ontario Development Corporation referred to in clause (i)(C) and the repayable contributions referred to in clauses (i)(D) and (E);

  • (k) that Chrysler Corporation grants Chrysler Canada Ltd.

    • (i) an exclusive world-wide licence to produce the T115 van/wagons, such van/wagons to be manufactured in Canada, and

    • (ii) an exclusive licence to market such van/wagons in Canada;

  • (l) that Chrysler Corporation grants to DCI Diesel Canada Inc. an exclusive licence to manufacture, use and sell, commencing on January 1, 1983 and until the later of January 1, 1994 and the date of the repayment of the loan described in subparagraph (b)(ii), the diesel engines described in the schedule;

  • (m) that Chrysler Corporation delivers to Her Majesty warrants to acquire 2,034,000 shares of Chrysler Corporation common stock of a par value of $6.25 U.S. per share at any time up to and including December 31, 1990 at $13.00 U.S. per share;

  • (n) that the government of the United States has made a commitment to guarantee the payment of up to $1.5 billion U.S. in loans to Chrysler Corporation and Chrysler Corporation has drawn down loans in the amount of at least $1.2 billion U.S. pursuant to such commitment before the loan insurance agreement referred to in paragraph (c) comes into effect;

  • (o) that Chrysler Canada Ltd. shall carry out its obligations with respect to the conversion, retooling and re-equipping of the Windsor Engine Plant referred to in subparagraph 3(2)(b)(ii) through DCI Diesel Canada Inc.; and

  • (p) that Perkins Engines Canada Ltd., with the consent of Massey-Ferguson Ltd., Massey-Ferguson-Perkins Limited and Perkins Engines Ltd., enter into an agreement with the Minister to the effect that Perkins Engines Canada Ltd. will not use its shareholdings in DCI Diesel Canada Inc. to prevent DCI Diesel Canada Inc. from fulfilling the terms of any agreement between the Minister, Chrysler Corporation, Chrysler Canada Ltd. and DCI Diesel Canada Inc.

Application for Insurance

• 4 (1) No insurance shall be provided to a private lender pursuant to section 3 unless that private lender has made an application for the insurance to the Minister.

• (2) Where a private lender makes an application referred to in subsection (1), he shall furnish the Minister with such information relating to the application as the Minister may require.

Payment of Insurance

5 Where a private lender demands, prior to the maturity of a loan referred to in section 3 in respect of which the Minister has provided insurance pursuant to that section, repayment of the loan and the borrower does not repay the loan, the amount of such insurance payable to the private lender shall not exceed the lesser of

• (a) the amount of insurance in effect on the date of such demand, and

• (b) 100 per cent of the loss incurred by the private lender,

after compliance with the terms and conditions of the loan insurance agreements including the provisions respecting security for the loan.