As part of this transaction, Kenon’s subsidiary Quantum (2007)LLC (“Quantum”), which owns Kenon’s 50% interest in Qoros, has pledged approximately 9% of the outstanding shares of Qoros to Chery to secure the amount of the back-to-back guarantee reduction (i.e., if Chery is required to make payments on its guarantee of Qoros’ debt, then to the extent that Chery makes payments that would have been reimbursed by Kenon but for the back-to-back guarantee reduction, Chery will be entitled to enforce this pledge). Chery may also borrow from Quantum up to 5% of Qoros’ outstanding shares to meet its pledge obligations under a Qoros RMB 1.2billion loan facility with EXIM Bank. The number of Qoros shares pledged to Chery is subject to adjustment from time to time. In certain circumstances Quantum must pledge additional shares (to the extent it has unencumbered shares), and in other circumstances the pledged shares may be released and the borrowed shares must be returned, e.g., in the event that Quantum is required to pledge additional shares to secure the RMB1.2billion EXIM Bank facility.2 The transactions described above are consistent with Kenon’s strategy to support Qoros and its fundraising efforts, but also to refrain from material “cross-allocation” (i.e., investing returns from one business into another) as this loan by Kenon, which will be accompanied by a loan from Chery in the same amount, provides necessary liquidity to Qoros while reducing the back-to-back guarantees to Chery. Kenon has been informed that, in order to facilitate Kenon’s above mentioned reduction in Kenon’s back-to-back guarantee obligations to Chery, an affiliate of Kenon’s major shareholder has given certain undertakings to Chery with respect to the released guarantee obligations. 1 Subject to certain obligations to negotiate fees and interest described in the table below. 2 Quantum has previously pledged a significant portion of its Qoros shares to secure Qoros’ obligations under Qoros’ RMB1.2billion loan facility with EXIM Bank. Set forth below is an overview of the back-to-back guarantees provided by Kenon in respect of Qoros’ indebtedness, reflecting the reduction of the back-to-back guarantees described above. interest and fees)1,2 1. In the event that Chery’s liability under its guarantee exceeds RMB1.5billion, Kenon has committed to negotiate with Chery in good faith to find a solution so that Kenon’s and Chery’s liabilities for the indebtedness of Qoros under this credit facility are equal in proportion. This is subject to the reduction of Kenon’s back-to-back guarantee obligations by one-third as described above. 2. Following the reduction in back-to-back guarantee obligations of Kenon as described above, Kenons’ maximum guarantee obligations (subject to certain obligations to negotiate fees and interest as described in footnote 1.) in respect of Qoros’ RMB3billion facility have been reduced to RMB500million.
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