Edgar Filing: MAGNA INTERNATIONAL INC

Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under The Securities Exchange Act of 1934

MAGNA INTERNATIONAL INC.

(Name of Issuer)

CLASS A SUBORDINATE VOTING SHARES

(Title of Class of Securities)

559222 401

(CUSIP Number)

Frank Stronach, Stronach Trust, 445327 Ontario Limited,

446 Holdings Inc. and 447 Holdings Inc.

c/o Miller Thomson LLP

40 King Street West

Suite 5800

Toronto, Ontario

Canada M5H 3S1

Attn.: John Campbell

(416) 595-8695

With a copy to:

Kenneth G. Alberstadt

Akerman Senterfitt LLP

335 Madison Avenue, Suite 2600

New York, New York 10017

(212) 880-3817

Company Bazovy Element LLC, OJSC Russian Machines, Veleron Holding B.V.

c/o OJSC Russian Machines

Registration #1047701003778

3 Kapranov Lane

123242 Moscow

Russia

Attn.: Mark Borghesani

+7-495-933-8328

With a copy to:

Richard Hall, Esq.

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, New York 10019

(212) 474-1000

M Unicar Inc., 2143453 Ontario Inc. and 2143455 Ontario Inc.

c/o Magna International Inc.

337 Magna Drive

Aurora, Ontario L4G 7K1

(905) 726-2462

DW Holdco Inc., SW Holdco Inc., VG Holdco Inc., PK Holdco Inc. and JOP Holdco Inc.

c/o Magna International Inc.

337 Magna Drive

Aurora, Ontario L4G 7K1

(905) 726-2462

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 20, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 559222 401


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). FRANK STRONACH	None
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization Austria


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0
		8. Shared Voting Power 21,331,829
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 21,331,829


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 21,331,829
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
13.		Percent of Class Represented by Amount in Row (11) 18%
14.		Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

CUSIP No. 559222 401


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). STRONACH TRUST	None
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization Ontario, Canada


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0
		8. Shared Voting Power 21,331,829
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 21,331,829


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 21,331,829
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
13.		Percent of Class Represented by Amount in Row (11) 18%
14.		Type of Reporting Person (See Instructions) OO

SCHEDULE 13D

CUSIP No. 559222 401


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). 445327 ONTARIO LIMITED	None
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization Ontario, Canada


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0
		8. Shared Voting Power 21,331,829
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 21,331,829


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 21,331,829
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
13.		Percent of Class Represented by Amount in Row (11) 18%
14.		Type of Reporting Person (See Instructions) CO

SCHEDULE 13D

CUSIP No. 559222 401


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). 446 HOLDINGS INC.	None
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization Ontario, Canada


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0
		8. Shared Voting Power 21,331,829
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 21,331,829


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 21,331,829
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
13.		Percent of Class Represented by Amount in Row (11) 18%
14.		Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

CUSIP No. 559222 401


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). COMPANY BAZOVY ELEMENT LLC	None
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) BK, AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization Russia


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0
		8. Shared Voting Power 21,331,829
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 21,331,829


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 21,331,829
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
13.		Percent of Class Represented by Amount in Row (11) 18%
14.		Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

CUSIP No. 559222 401


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). OJSC RUSSIAN MACHINES	None
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) BK, AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization Russia


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0
		8. Shared Voting Power 21,331,829
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 21,331,829


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 21,331,829
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
13.		Percent of Class Represented by Amount in Row (11) 18%
14.		Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

CUSIP No. 559222 401


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). VELERON HOLDING B.V.	None
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) BK, AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization The Netherlands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0
		8. Shared Voting Power 21,331,829
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 21,331,829


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 21,331,829
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
13.		Percent of Class Represented by Amount in Row (11) 18%
14.		Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

CUSIP No. 559222 401


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). M UNICAR INC.	None
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization Ontario, Canada


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0
		8. Shared Voting Power 21,331,829
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 21,331,829


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 21,331,829
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
13.		Percent of Class Represented by Amount in Row (11) 18%
14.		Type of Reporting Person (See Instructions) CO

SCHEDULE 13D

CUSIP No. 559222 401


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). 2143453 ONTARIO INC.	None
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization Ontario, Canada


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0
		8. Shared Voting Power 20,605,000
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 20,605,000


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 20,605,000
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
13.		Percent of Class Represented by Amount in Row (11) 17.5%
14.		Type of Reporting Person (See Instructions) CO

SCHEDULE 13D

CUSIP No. 559222 401


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). 2143455 ONTARIO INC.	None
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization Ontario, Canada


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0
		8. Shared Voting Power 20,000,000
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 20,000,000


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 20,000,000
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
13.		Percent of Class Represented by Amount in Row (11) 17%
14.		Type of Reporting Person (See Instructions) CO

SCHEDULE 13D

CUSIP No. 559222 401


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). 447 HOLDINGS INC.	None
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization Ontario, Canada


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 726,829
		8. Shared Voting Power 0
		9. Sole Dispositive Power 726,829
		10. Shared Dispositive Power 0


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 726,829
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
13.		Percent of Class Represented by Amount in Row (11) 0.6%
14.		Type of Reporting Person (See Instructions) CO

SCHEDULE 13D

CUSIP No. 559222 401


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). DW HOLDCO INC.	None
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization Ontario, Canada


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0
		8. Shared Voting Power 250,000
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 250,000


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 250,000
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
13.		Percent of Class Represented by Amount in Row (11) 0.2%
14.		Type of Reporting Person (See Instructions) CO

SCHEDULE 13D

CUSIP No. 559222 401


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). SW HOLDCO INC.	None
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization Ontario, Canada


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0
		8. Shared Voting Power 250,000
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 250,000


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 250,000
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
13.		Percent of Class Represented by Amount in Row (11) 0.2%
14.		Type of Reporting Person (See Instructions) CO

SCHEDULE 13D

CUSIP No. 559222 401


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). VG HOLDCO INC.	None
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization Ontario, Canada


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0
		8. Shared Voting Power 35,000
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 35,000


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 35,000
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
13.		Percent of Class Represented by Amount in Row (11) 0.03%
14.		Type of Reporting Person (See Instructions) CO

SCHEDULE 13D

CUSIP No. 559222 401


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). PK HOLDCO INC.	None
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization Ontario, Canada


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0
		8. Shared Voting Power 35,000
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 35,000


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 35,000
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
13.		Percent of Class Represented by Amount in Row (11) 0.03%
14.		Type of Reporting Person (See Instructions) CO

SCHEDULE 13D

CUSIP No. 559222 401


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). JOP HOLDCO INC.	None
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.	Citizenship or Place of Organization Ontario, Canada


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0
		8. Shared Voting Power 35,000
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 35,000


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 35,000
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
13.		Percent of Class Represented by Amount in Row (11) 0.03%
14.		Type of Reporting Person (See Instructions) CO

This Statement on Schedule 13D is being filed to report the consummation, on September 20, 2007, of the transactions (the “Transactions”) contemplated by the Transaction Agreement, dated May 10, 2007, among Magna International Inc. (the “Company”), OJSC Russian Machines (“RM”), Veleron Holding B.V. (“RM Sub”), 445327 Ontario Limited (“445”), 446 Holdings Inc. (“446”), the Stronach Trust, and each of Donald J. Walker, Siegfried Wolf, Vincent J. Galifi, Jeffrey O. Palmer and Peter Koob (together, the “Principals”). This Statement supersedes the Statement on Schedule 13D filed by Frank Stronach on September 5, 2003, as previously amended, with respect to the Class A Subordinate Voting shares of the Company.

Item 1. Security and Issuer

This Statement on Schedule 13D relates to the Class A Subordinate Voting shares of the Company. The principal executive offices of the Company are located at 337 Magna Drive, Aurora, Ontario, Canada, L4G 7K1.

Item 2. Identity and Background

This Statement is being filed by Frank Stronach (“Mr. Stronach”), the Stronach Trust, 445, 446, Company Bazovy Element LLC (“BE”), RM, RM Sub, M Unicar Inc. (“Newco”), 2143453 Ontario Inc. (“Newco I.5”), 2143455 Ontario Inc. (“Newco II”), 447 Holdings Inc. (“447”), DW Holdco Inc. (“Walker Holdco”), SW Holdco Inc. (“Wolf Holdco”), VG Holdco Inc. (“Galifi Holdco”), PK Holdco Inc. (“Koob Holdco”) and JOP Holdco Inc. (“Palmer Holdco”; Palmer Holdco, together with Mr. Stronach, 445, 446, 447, BE, RM, RM Sub, Newco, Newco I.5, Newco II, Walker Holdco, Wolf Holdco, Koob Holdco and PK Holdco, the “Reporting Persons”).

Mr. Stronach is a citizen of Austria. He is a partner of Stronach & Co, an entity that provides consulting services to certain subsidiaries of the Company. In addition, he is the Chairman of the Company, the Chairman of MI Developments Inc. and the Chairman of Magna Entertainment Corp. His business address is: in care of Magna International Europe, Magna-Strasse 1, A-2522 Oberwaltersdorf, Austria.

The Stronach Trust is a trust existing under the laws of Ontario. Its main business is to serve as an estate planning vehicle for the Stronach family. Mr. Stronach acts as one of four trustees of the Stronach Trust. Mr. Stronach is entitled to appoint additional trustees and to remove trustees. Determinations by the Stronach Trust are made by a majority of the trustees, which majority must include Mr. Stronach. The address of the Stronach Trust’s principal offices is: 14875 Bayview Avenue, Aurora, Ontario, Canada L4G 3G8. The trustees of the Stronach Trust are listed in Schedule A attached hereto.

445 is a company incorporated under the laws of Ontario, Canada. Its main business is to act as a holding company of all of the outstanding equity interests in 446. The address of 445’s principal offices is: 14875 Bayview Avenue, Aurora, Ontario, Canada L4G 3G8. More than 99.9% of the outstanding voting securities of 445 are held by the Stronach Trust. The executive officers and directors of 445 are listed in Schedule A attached hereto.

446 is a company incorporated under the laws of Ontario, Canada. Its sole business is to fulfill the obligations and exercise the rights deriving from the agreements related to the Transactions to which it is a party. The address of 446’s principal offices is: 14875 Bayview Avenue, Aurora, Ontario, Canada L4G 3G8. 446 is a wholly owned subsidiary of 445. The executive officers and directors of 446 are listed in Schedule A attached hereto.

Newco is a company incorporated under the laws of Ontario, Canada. Its sole business is to fulfill the obligations and exercise the rights deriving from the agreements related to the Transactions to which it is a party. The address of Newco’s principal offices is: Magna International Inc., 337 Magna Drive, Aurora, Ontario, Canada, L4G 7K1. 446 holds approximately 53% of the voting rights and 49% of the dividend rights of the outstanding Newco shares; RM Sub holds approximately 35% of the voting rights and 49% of the dividend rights of the outstanding Newco shares and MPMAG Holdings Inc. (“Principals Holdco”) holds approximately 12% of the voting rights and approximately 2% of the dividend rights of the outstanding Newco shares. The executive officers and directors of Newco are listed in Schedule A attached hereto.

Newco I.5 is a company incorporated under the laws of Ontario, Canada. Its sole business is to fulfill the obligations and exercise the rights deriving from the agreements related to the Transactions to which it is a party. The address of Newco I.5’s principal offices is: Magna International Inc., 337 Magna Drive, Aurora, Ontario, Canada, L4G 7K1. Newco holds 100% of the voting rights and approximately 85% of the dividend rights of the outstanding Newco I.5 shares and Principals Holdco holds approximately 15% of the dividend rights of the outstanding Newco I.5 shares. The executive officers and directors of Newco I.5 are listed in Schedule A attached hereto.

Newco II is a company incorporated under the laws of Ontario, Canada. Its sole business is to fulfill the obligations and exercise the rights deriving from the agreements related to the Transactions to which it is a party. The address of Newco II’s principal offices is: Magna International Inc., 337 Magna Drive, Aurora, Ontario, Canada, L4G 7K1. Newco I.5 holds approximately 89% of the voting rights and 100% of the dividend rights of the outstanding Newco II shares and RM Sub holds approximately 11% of the voting rights of the outstanding Newco II shares. The executive officers and directors of Newco II are listed in Schedule A attached hereto.

447 is a company incorporated under the laws of Ontario, Canada. Its sole business is to fulfill the obligations and exercise the rights deriving from the agreements related to the Transactions to which it is a party. The address of 447’s principal offices is: Magna International Inc., 337 Magna Drive, Aurora, Ontario, Canada, L4G 7K1. 447 is a wholly owned subsidiary of Newco. The executive officers and directors of 447 are listed in Schedule A attached hereto.

BE is a limited liability company formed under the laws of Russia. The address of BE’s principal offices is 30 Rochdelskaya Street, Moscow, Russia 123022. BE acts as the investment advisor to the Basic Element group of companies. BE is controlled, through family-owned entities, by Oleg Deripaska (“Mr. Deripaska”). The executive officers and directors of BE are listed in Schedule A attached hereto.

RM is a joint stock company incorporated under the laws of Russia. The address of RM’s principal offices is 3 Kapranov Lane, 123242 Moscow, Russia. RM is a member of the Basic Element group of companies and is engaged in the automotive industry. RM is controlled, through family-owned entities, by Mr. Deripaska. The executive officers and directors of RM are listed in Schedule A attached hereto.

RM Sub is a company incorporated under the laws of The Netherlands. The address of RM Sub’s principal offices is Haaksbergweg 31 Suite 4, 1101BP Amsterdam. RM Sub is the vehicle through which RM holds its investment in the Company but does not carry any other business or operations. RM Sub is a wholly owned subsidiary of RM. The executive officers and directors of RM Sub are listed in Schedule A attached hereto.

Walker Holdco is a company incorporated under the laws of Ontario, Canada. Its sole business is to fulfill the obligations and exercise the rights deriving from the agreements related to the Transactions

to which it is a party. The address of Walker Holdco’s principal offices is: Magna International Inc., 337 Magna Drive, Aurora, Ontario, Canada, L4G 7K1. The executive officers and directors of Walker Holdco are listed in Schedule A attached hereto.

Wolf Holdco is a company incorporated under the laws of Ontario, Canada. Its sole business is to fulfill the obligations and exercise the rights deriving from the agreements related to the Transactions to which it is a party. The address of Wolf Holdco’s principal offices is: Magna International Inc., 337 Magna Drive, Aurora, Ontario, Canada, L4G 7K1. The executive officers and directors of Wolf Holdco are listed in Schedule A attached hereto.

Galifi Holdco is a company incorporated under the laws of Ontario, Canada. Its sole business is to fulfill the obligations and exercise the rights deriving from the agreements related to the Transactions to which it is a party. The address of Galifi Holdco’s principal offices is: Magna International Inc., 337 Magna Drive, Aurora, Ontario, Canada, L4G 7K1. The executive officers and directors of Galifi Holdco are listed in Schedule A attached hereto.

Koob Holdco is a company incorporated under the laws of Ontario, Canada. Its sole business is to fulfill the obligations and exercise the rights deriving from the agreements related to the Transactions to which it is a party. The address of Koob Holdco’s principal offices is: Magna International Inc., 337 Magna Drive, Aurora, Ontario, Canada, L4G 7K1. The executive officers and directors of Koob Holdco are listed in Schedule A attached hereto.

Palmer Holdco is a company incorporated under the laws of Ontario, Canada. Its sole business is to fulfill the obligations and exercise the rights deriving from the agreements related to the Transactions to which it is a party. The address of Palmer Holdco’s principal offices is: Magna International Inc., 337 Magna Drive, Aurora, Ontario, Canada, L4G 7K1. The executive officers and directors of Palmer Holdco are listed in Schedule A attached hereto.

During the last five years, none of the Reporting Persons, and, to the knowledge of the Reporting Persons, none of the persons listed in Schedule A, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Funds for the purchase by Newco II of the 20,000,000 Class A Subordinate Voting shares of the Company were derived in part from a loan (the “RM Loan”) granted to RM Sub by BNP Paribas SA (“RM’s Lender”) and the balance from an intercompany loan to RM Sub from Mallow Capital Corp., a member of the Basic Element group of companies.

On September 20, 2007, RM Sub entered into the Credit Agreement (the “Credit Agreement”), attached hereto as Exhibit B, with BNP Paribas SA and the other financial institutions from time to time party thereto (collectively, the “Lenders”). Under the Credit Agreement, the Lenders agreed, subject to the terms and conditions of the Credit Agreement, to make available to RM Sub an aggregate principal amount of up to $1,229,127,200 and on September 20, 2007, extended an initial loan in the aggregate principal amount of $877,948,000. Subject to the terms and conditions of the Credit Agreement, RM Sub expects that the remaining $351,179,200 will be advanced to RM Sub four months from the initial loan date. The Credit Agreement includes representations and warranties, covenants and events of default customary for this type of facility. The RM Loan will mature on September 20, 2009.

RM Sub advanced US$1,459,770,000 to Newco II, used to finance in part the purchase by Newco II of 20,000,000 Class A Subordinate Voting shares of the Company, pursuant to the Newco II Loan Note described in Item 6 below. The balance of US$76,830,000, used by Newco II to purchase the 20,000,000 Class A Subordinate Voting shares, was contributed by RM Sub to Newco and then transferred by Newco to Newco II by way of capital contribution through Newco I.5.

445 contributed, though a series of transactions, 726,829 Class B shares of the Company to 447.

The Principals contributed, though a series of transactions, an aggregate 605,000 Class A Subordinate Voting shares of the Company to Walker Holdco, Wolf Holdco, Galifi Holdco, Koob Holdco and Palmer Holdco.

Item 4. Purpose of the Transactions

The Transactions were completed to enable both the Company and RM to accelerate their strategic efforts to capitalize on the significant growth opportunities in the growing Russian automotive market. The combined holdings of the Reporting Persons will be voted so as to elect directors of the Company, as follows:

(i)

six nominees of 446, including the chairman of the Company’s board of directors, provided that at least four such nominees are “independent”;

(ii)

six nominees of RM Sub, provided that at least four such nominees are “independent”; and

(iii)

subject to certain exceptions, Messrs. Donald J. Walker and Siegfried Wolf, the Company’s current co-CEOs.

Except for the fact that RM Sub still needs to nominate one director of the Company, none of the Reporting Persons currently has other plans or proposals that relate to or would result in any of the consequences listed in paragraphs (a) through (j) of Item 4 of the Special Instructions for Complying with Schedule 13D except as set forth herein or such as would occur upon completion of the actions discussed above. Each of the Reporting Persons intends to evaluate on an ongoing basis their investment in the Company and their options with respect to such investment. As a result of such evaluation, one or more of the Reporting Persons, may make suggestions or adopt positions with respect to one or more of the transactions specified in clauses (a) through (j) of Item 4 of the Special Instructions for Complying with Schedule 13D. Furthermore, Mr. Stronach may, in his capacity as Chairman of the Company, communicate with the Company’s management, directors, shareholders and other parties with respect to such transactions.

Item 5. Interest in Securities of the Issuer.

(a) The aggregate number of the Class A Subordinate Voting shares outstanding as of September 27, 2007 is 117,820,222, based upon the information provided by Computershare Trust Company of Canada, acting as transfer agent of the Company. As of the close of business on September 27, 2007, the Reporting Persons beneficially owned, through Newco, 21,331,829 Class A Subordinate Voting shares, as follows:

(i)

Newco II holds 20,000,000 Class A Subordinate Voting shares of the Company;

(ii)

447 holds 726,829 Class B shares of the Company (each of which is convertible at any time into one Class A Subordinate Voting share of the Company);

(iii)

each of Walker Holdco and Wolf Holdco holds 250,000 Class A Subordinate Voting shares of the Company; and

(iv)

each of Galifi Holdco, Koob Holdco and Palmer Holdco holds 35,000 Class A Subordinate Voting shares of the Company.

The Reporting Persons disclaim beneficial ownership of the Class A Subordinate Voting shares held by the Company’s U.S. and Canadian profit sharing plans (5,504,255 shares as of September 27, 2007) and the 91,740 Class A Subordinate Voting shares held by 865714 Ontario Inc, an entity that was incorporated to provide a continuing separate vehicle for the acquisition of capital stock of the Company and the sale thereof to members of Company management. In addition to the above, the Reporting Persons disclaim beneficial ownership of the shares of the Company held indirectly by Newco for purposes other than U.S. securities law purposes.

By virtue of the Investors Agreement (attached hereto as Exhibit C), the Newco II Shareholders Agreement (attached hereto as Exhibit D) and the Exit Agreement (attached hereto as Exhibit E), one or more of the Reporting Persons may be considered a group which, by virtue of the Principals Agreement (attached hereto as Exhibit H), may be considered to include the Principals and Principals Holdco. Independent of shares of the Company, held directly or indirectly, by Newco, the Principals beneficially own the following Class A Subordinate Voting shares, which are excluded from the shares reflected on the cover pages to this Statement:

(i)

Mr. Walker is the beneficial owner of 558,938 Class A Subordinate Voting shares of the Company, comprised of 15,437 Class A Shares, 548 Class A Subordinate Voting shares of the Company issuable upon conversion of CDN$50,000 of the Company’s 6.5% Convertible Subordinated Debentures (the “Debentures”) and 542,953 options to acquire Class A Subordinate Voting shares of the Company, all of which are currently exercisable;

(ii)

Mr. Wolf is the beneficial owner of 284,500 Class A Subordinate Voting shares of the Company, comprised of 54,199 Class A Subordinate Voting shares of the Company, 79,248 restricted Class A Subordinate Voting shares of the Company and 151,053 options to acquire Class A Subordinate Voting shares of the Company, all of which are currently exercisable;

(iii)

Mr. Galifi is the beneficial owner of 288,707 Class A Subordinate Voting shares of the Company, comprised of 5,273 Class A Subordinate Voting shares of the Company, 2,193 Class A Subordinate Voting shares of the Company issuable upon conversion of CDN$200,000 of the Debentures, 223,900 options to acquire Class A Subordinate Voting shares of the Company, all of which are currently exercisable, an aggregate of 481 Class A Subordinate Voting shares of the Company held in the name of family members sharing the same residence, and 31,971 restricted Class A Subordinate Voting shares of the Company and 24,889 Class A Subordinate Voting shares of the Company, both of which are held by an investment holding company which is controlled by Mr. Galifi;

(iv)

Mr. Koob is the beneficial owner of 171,720 Class A Subordinate Voting shares of the Company, comprised of 11,020 Class A Subordinate Voting shares of the Company and 160,700 options to acquire Class A Shares, all of which are currently exercisable; and

(v)

Mr. Palmer is the beneficial owner of 154,063 Class A Subordinate Voting shares of the Company, comprised of 18,625 Class A Subordinate Voting shares of the Company, 438

Class A Shares issuable upon conversion of CDN$40,000 of the Debentures and 135,000 options to acquire Class A Subordinate Voting shares of the Company, all of which are currently exercisable.

(b) The Investors Agreement and the Newco II Shareholders Agreement contain provisions concerning the power to vote and to dispose of the shares of the Company held indirectly by Newco. For a summary of such agreements, see Item 6 below.

(c) Schedule B hereto lists all transactions in the Company’s shares by the Reporting Persons, or, to the knowledge of the Reporting Persons, by the persons listed in Schedule A, in the period beginning sixty days prior to October 1, 2007.

(d) Except as described in Item 6 below, no person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Class A Subordinate Voting shares of the Company reflected on the cover pages to this Statement.

(e) - (j) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The following is a summary of certain of the material terms of the agreements entered into in connection with the Transactions, complete copies of which are filed as exhibits hereto.

Capitalized terms used but not otherwise defined shall have the meanings ascribed to them in the respective agreements being referred to.

Investors Agreement

The Investors Agreement (attached hereto as Exhibit C) was entered into by 446 and RM Sub on September 20, 2007 and provides for, among other things, the business and management of Newco, the composition of the board of directors of Newco and the voting of the Class B shares and the Class A Subordinate Voting shares of the Company held indirectly by Newco to effect the agreed composition of the Company’s board of directors.

The board of directors of Newco will consist of six directors: (a) two nominees of 446, one of whom will be appointed chairman of the board of directors of Newco, (b) two nominees of RM Sub and (c) subject to certain limitations, Messrs. Walker and Wolf, the co-chief executive officers of Magna.

Pursuant to the Investors Agreement, 446 and RM Sub will cause Newco to vote the Class A Subordinate Voting shares and Class B shares held indirectly by it to ensure that the board of directors of the Company consists of: (a) six nominees of 446, one of whom will be appointed Chairman of the Board, provided that at least four of such nominees are “independent”, (b) six nominees of RM Sub, provided that at least four of such nominees are “independent”, and (c) subject to certain limitations, Messrs. Walker and Wolf.

Pursuant to the Investors Agreement, in the event that the employment of either Mr. Walker or Mr. Wolf as an executive officer of Magna is terminated by Magna, or either is requested by Magna to resign as an executive officer of Magna, unless both 446 and RM Sub agree in writing, 446 and RM Sub will cause Newco to vote the Class A Subordinate Voting shares and Class B shares over which it has control to remove either Mr. Walker or Mr. Wolf, as the case may be, as a director of Magna.

The Investors Agreement prohibits 446 and RM Sub (and certain of their respective affiliates, associates and joint actors) from acquiring additional Class A Subordinate Voting shares or Class B

shares of the Company, except in certain circumstances, including pursuant to the exercise of options or with the prior approval of the directors of Newco.

Newco II Shareholders Agreement

The Newco II Shareholders Agreement (attached hereto as Exhibit D) was entered into on September 20, 2007 among 446, RM Sub, Principals Holdco, Newco, Newco I.5 and Newco II and provides for, among other things, the business and management of Newco I.5 and Newco II, the composition of their respective boards of directors and the voting of the Class A Subordinate Voting shares of the Company held, directly and indirectly, by Newco I.5 and Newco II.

The board of directors of Newco I.5 will consist of six directors, who will be the same individuals as the directors of Newco. The board of directors for Newco II will also consist of six directors, who will be the same individuals as the directors of Newco. If the number of directors of Newco changes, the number of directors on the boards of Newco I.5 and Newco II will be adjusted so that all three boards of directors will have the same directors.

The Newco II Shareholders Agreement provides that Newco I.5 and Newco II will vote the Class A Subordinate Voting shares held, directly or indirectly, by them to cause the Company’s Board to consist of those directors listed in the summary of the Investors Agreement. Newco I.5 and Newco II will vote the Class A Subordinate Voting shares held, directly or indirectly, by them also to cause the Company to adopt governance guidelines, which will form part of the procedure of the Board, to the effect that:

(i)

each director of the Company must declare his interest and abstain from voting on all matters where there is an actual or perceived conflict of interest involving him, including in the case of directors who are direct or indirect shareholders of Principals Holdco;

(ii)

the appointment of directors of the Company to committees of the Board;

(iii)

with respect to any matter where any of 446’s or RM Sub’s nominees to the Board who is not “independent” has declared an interest and is abstaining from voting; and

(iv)

the approval of any Out of the Ordinary Course Transaction will require the approval of at least two-thirds of the directors of the Company.

In addition, Newco I.5 and Newco II will vote the Class A Subordinate Voting shares of the Company held, directly or indirectly, by them against any resolution that would have the effect of detracting from the culture, business philosophies and operating principles that have been the cornerstone of the Company’s success, including in particular the Company’s Corporate Constitution, the employee profit sharing principles contained therein and the Employee Charter and in favour of any resolution that may be required to reaffirm or otherwise maintain in force such culture, philosophies and principles in all fundamental respects.

The Newco II Shareholders Agreement prohibits the transfer of any shares of Newco I.5 or Newco II, except in limited circumstances.

Exit Agreement

The Exit Agreement (attached hereto as Exhibit E) was entered into on September 20, 2007 among 446, RM Sub, RM, 445327, Newco I.5 and Newco II and provides for, among other things, the

exit of RM Sub from its investment in Newco and Newco II under certain circumstances. The Exit Agreement also provides RM Sub with the right to pledge the 20 million Class A Subordinate Voting shares owned by Newco II to secure the RM Loan.

The Exit Agreement provides three ways for RM Sub to exit from its investment in Newco, Newco I.5 and Newco II, subject to various conditions: (a) at the election of RM Sub after September 20, 2009 (or earlier in certain circumstances), (b) at the election of 446 after September 20, 2010 (or earlier in certain circumstances) (an exit in the case of (a) or (b), a “Sale Transaction”) or (c) upon an enforcement of the Newco II Loan Note (a “Realization Sale”).

In the case of a Sale Transaction, either RM Sub or 446 may elect to effect “tuck transactions” whereby through a series of transactions the outstanding shares of Newco II will be exchanged for 20 million newly-issued Class A Subordinate Voting shares of the Company and the 20 million Class A Subordinate Voting shares of the Company held by Newco II will be cancelled (the “Tuck Transactions”). RM’s Lender, under the RM Loan (“RM’s Lender”), may also elect to effect Tuck Transactions in connection with a Realization Sale. The Tuck Transactions are intended to facilitate an efficient exit by RM Sub from its investment in Newco and Newco II.

Exchange Agreement

The Exchange Agreement (attached hereto as Exhibit F) was entered into on September 20, 2007 among the Company, 446, RM Sub, RM, 445327, Newco I.5 and Newco II and provides for the Tuck Transactions to be effected pursuant to the Exit Agreement.

The Tuck Transactions are a series of transactions whereby outstanding shares of Newco II held by Newco I.5 and RM Sub will be exchanged for 20 million newly-issued Class A Subordinate Voting shares and the 20 million Class A Subordinate Voting shares held by Newco II will be cancelled. In particular, if RM Sub gives the Company notice of a RM Sub exit or the occurrence of a Realization Event, or if 446 gives notice of a 446 Exit, and the exit or realization includes the Tuck Transactions, the following steps will occur:

(i)

the Newco II Loan will be converted into special shares of Newco II, which will then be held by RM Sub;

(ii)

RM Sub will sell to the Company all of its shares of Newco II;

(iii)

in consideration for RM Sub’s shares of Newco II, the Company will issue to RM Sub or its designee a certain number of Class A Subordinate Voting shares of the Company;

(iv)

Newco I.5 will sell to the Company all of its shares of Newco II;

(v)

in consideration for Newco I.5’s shares of Newco II, the Company will issue to Newco I.5 or its designee a certain number of Class A Subordinate Voting shares of the Company; and

(vi)

Newco II will be wound up into the Company.

Registration Rights Agreement

The Registration Rights Agreement (attached hereto as Exhibit G) was entered into on September 20, 2007, among the Company, RM Sub, Newco I.5, Newco II and RM’s Lender. It provides that any

holder of the 20 million Class A Subordinate Voting shares acquired by Newco II or the Class A Subordinate Voting shares issued by the Company in the Tuck Transactions (the “Registrable Securities”) may request that the Company:

(a)

register under the U.S. Securities Act, provided that either (i) at the time of the request, the Class A Subordinate Voting shares are registered with the SEC under the Exchange Act or the Company is otherwise subject to reporting requirements under the Exchange Act or (ii) the Company is otherwise required to register under the U.S. Securities Act in order for the Company to effect a distribution in Canada;

(b)

file and obtain a receipt for a preliminary Canadian prospectus in such provinces and territories of Canada as the holder making the request specifies; or

(c)

register under the U.S. Securities Act as described in clause (a) above and file a prospectus as described in clause (b) above,

in respect of all or any portion of the Registrable Securities held by such holder. RM’s Lender may submit a notice for registration after the occurrence of a Realization Event or when it has a bona fide anticipation that a Realization Event may occur within 40 days after submitting the notice. Other holders may submit a notice for registration only after an Exit Notice has been delivered in accordance with the Exit Agreement.

On September 20, 2007, the Company filed a final base shelf prospectus with the Ontario Securities Commission to qualify the distribution of all the Registrable Securities in Ontario and filed with the SEC a shelf registration statement containing the base shelf prospectus on a form eligible for such use under MJDS to register offers and sales of the Registrable Securities under the U.S. Securities Act. The Company will be permitted to withdraw the base shelf prospectus and the shelf registration statement at any time after September 20, 2009.

Principals Agreement

The Principals Agreement (attached hereto as Exhibit H) was entered into on September 20, 2007 among each of the Principals, their individual and common holding companies, Principals Holdco, Newco I.5 and Newco and provides for, among other things, restrictions on transfer, acquisition of additional Class A Subordinate Voting shares, the exit of a Principal from his indirect relationship with Newco, 446 and RM Sub under certain circumstances and a reduction in dividend entitlement in certain circumstances.

In the event that a Principal is no longer employed by the Company or an affiliate of the Company (including as a result of death or permanent disability), the Principal or his estate or legal representative will have the right to cause the disposition of that portion of the Class A Subordinate Voting shares of the Company contributed by the Principal indirectly to Newco. The Principals Agreement provides certain mechanisms for facilitating the exit of a Principal. In the event that the Tuck Transactions occur pursuant to the Exchange Agreement, the parties to the Principals Agreement will complete the transactions contemplated by the Principals Exchange Agreement.

If, prior to September 20, 2013, a Principal resigns from his employment with the Company or an affiliate of the Company, but has not exited as described above, the portion of the dividends to which he would have otherwise been entitled in each of the six years following September 20, 2007 which exceeds the dividends received directly or indirectly by Newco and Newco I.5 from that portion of the Class A

Subordinated Voting shares of the Company contributed by the Principal indirectly to Newco will be reduced in accordance with a formula set out in the Principals Agreement.

The Principals Agreement restricts each Principal from transferring directly or indirectly his shares in Newco. Each Principal is also prohibited from acquiring additional Class A Subordinate Voting shares except in certain circumstances, including pursuant to an employee, officer or director equity compensation arrangement of the Company.

Newco II Loan Note

The Newco II Loan Note (attached hereto as Exhibit I) was issued on September 20, 2007, by Newco II in favour of RM Sub, as evidence of the loan of CDN$1,481,228,619, granted by RM Sub to Newco II. The Newco II Loan is a twenty year non-interest bearing loan. Any event of default under the RM Loan or any demand for payment of the principal under the RM Loan will be deemed a demand for payment under the Newco II Loan Note. The Newco II Loan is secured by a pledge by Newco II of the 20,000,000 Class A Subordinate Voting shares of the Company owned by Newco II.

446 Call Option Agreement

The 446 Call Option Agreement (attached hereto as Exhibit J) was entered into on September 20, 2007 among 446, 447 and Newco. This agreement provides 446 with an option, exercisable in certain circumstances, to purchase all of the Class B shares of the Company held by 447. The obligations of 447 to 446 under the agreement are secured by a pledge of its Class B Shares. The agreement also provides for customary representations, warranties and covenants of the parties.

446 shall have the right to purchase from 447 all of the 726,829 Class B Shares held by 447, in exchange for the 42,000 Class B shares in the capital of Newco held by 446, on the occurrence of any of the following (each a “Triggering Event”):

(i)

the delivery of an Exit Notice by 446 pursuant to a 446 Voluntary Exit;

(ii)

the delivery of an Exit Notice by RM Sub pursuant to a 446 Insolvency Event or a 446 Material Breach;

(iii)

the delivery of an Exit Notice by 446 pursuant to an RM Insolvency Event or an RM Material Breach;

(iv)

any demand for repayment of the Newco II Loan; or

(v)

the closing of the sale by RM Sub to Newco Purchaser pursuant to an RM Voluntary Exit.

Shareholders Agreement

The Shareholders Agreement (attached hereto as Exhibit K) was entered into on September 20, 2007 among Mr. Stronach, the Stronach Trust, Mr. Deripaska and Basic Element Ltd. The parties have entered into this agreement to ensure compliance, by all members of the 446 group of companies and of the Basic Element group of companies, of the provisions of the Investors Agreement providing for restrictions on:

(i)

acquisitions of shares of the Company, in addition to the shares currently indirectly held by Newco; and

(ii)

transfers of the shares of Newco held by 446 and RM Sub.

Item 7. Material to be Filed as Exhibits.


Schedule A		List of executive officers and directors of the Reporting Persons;

Schedule B		Transactions in the Company’s shares by the Reporting Persons and their executive officers and directors;

Exhibit A		Joint Filing Agreement, among the Reporting Persons, dated October 1, 2007;

Exhibit B		Credit Agreement between RM’s Lender, the other lenders party thereto from time to time, and RM Sub, as borrower, dated September 20, 2007;

Exhibit C		Investors Agreement, between 446 and RM Sub, dated September 20, 2007;

Exhibit D		Newco II Unanimous Shareholders Agreement, among 446, RM Sub, MPMAG Holdings Inc., Newco, Newco I.5 and Newco II (acknowledged and agreed by RM’s Lender), dated September 20, 2007;

Exhibit E		Exit Agreement, among the Company, RM, RM Sub, 445, 446, Newco I.5 and Newco II, dated September 20, 2007;

Exhibit F		Exchange Agreement, among the Company, RM, RM Sub, 445, 446, Newco I.5 and Newco II, dated September 20, 2007;

Exhibit G		Registration Rights Agreement, among the Company, RM Sub, Newco I.5, Newco II and RM’s Lender, dated September 20, 2007;

Exhibit H		Principals Agreement, among the Company, Newco, Newco I.5, MPMAG Holdings Inc., VGMAG Inc., Makrist Beteiligungen GmbH, JPMAG Inc., DWMAG Inc., WSA Beteiligungs GmbH, GKP Holdings Inc., SW CDN Holdings Inc., Walker Holdco, Wolf Holdco, Galifi Holdco, Koob Holdco, Palmer Holdco, Donald J. Walker, Siegfried Wolf, Vincent J. Galifi, Peter Koob and Jeffrey O. Palmer, dated September 20, 2007;

Exhibit I		Newco II Loan Note, issued by Newco II in favor of RM Sub (acknowledged and agreed by RM’s Lender), dated September 20, 2007;

Exhibit J		Magna Class B Share Option Agreement, among 447, 446 and Newco, dated September 20, 2007; and

Exhibit K		Agreement, among Mr. Stronach, Mr. Deripaska and Basic Element Ltd., dated September 20, 2007.

Exhibit L		Powers of Attorney

SIGNATURES

After due inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: October 1, 2007


FRANK STRONACH

/s/ Frank Stronach


THE STRONACH TRUST

By:		/s/ Belinda Stronach
		Authorized Signing Officer


445327 ONTARIO LIMITED

By:		/s/ Belinda Stronach
		Authorized Signing Officer


446 HOLDINGS INC.

By:		/s/ Belinda Stronach
		Authorized Signing Officer


COMPANY BAZOVY ELEMENT LLC

By:		/s/ Mikhail Gurfinkel
		Authorized Signing Officer


OPEN JOINT STOCK COMPANY RUSSIAN MACHINES

By:		/s/ Mikhail Gurfinkel
		Authorized Signing Officer


VELERON HOLDING B.V.

By:		/s/ Mikhail Gurfinkel
		Authorized Signing Officer


447 HOLDINGS INC.

By:		/s/ Vincent J. Galifi
		Authorized Signing Officer


M UNICAR INC

By:		/s/ Jeffrey O. Palmer
		Authorized Signing Officer


2143453 ONTARIO INC.

By:		/s/ Jeffrey O. Palmer
		Authorized Signing Officer


2143455 ONTARIO INC.

By:		/s/ Jeffrey O. Palmer
		Authorized Signing Officer


DW HOLDCO INC.

By:		/s/ Donald J. Walker
		Authorized Signing Officer


SW HOLDCO INC.

By:		/s/ Vincent J. Galifi
		Authorized Signing Officer


VG HOLDCO INC.

By:		/s/ Jeffrey O. Palmer
		Authorized Signing Officer


PK HOLDCO INC.

By:		/s/ Vincent J. Galifi
		Authorized Signing Officer


JOP HOLDCO INC.

By:		/s/ Jeffrey O. Palmer
		Authorized Signing Officer

SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS OF REPORTING PERSONS

Executive Officers and Directors of Company Bazovy Element LLC

The following table sets forth the name, business address and present principal occupation of each director and executive officer of Company Bazovy Element LLC. Each individual listed below is a citizen of Russia.


Name	Principal Occupation	Business Address

Oleg V. Deripaska	Chairman of the Supervisory Board of Company Bazovy Element LLC	Company Bazovy Element LLC 30 Rochdelskaya Street 123022 Moscow, Russia

Gulzhan T. Moldazhanova	General Director of Company Bazovy Element LLC	Company Bazovy Element LLC 30 Rochdelskaya Street 123022 Moscow, Russia

Georgy S. Oganov	Advisor to Chairman of Supervisory Board of Company Bazovy Element LLC	Company Bazovy Element LLC 30 Rochdelskaya Street 123022 Moscow, Russia

Elena V. Divilkovskaya	Chief Accountant of Company Bazovy Element LLC	Company Bazovy Element LLC 30 Rochdelskaya Street 123022 Moscow, Russia

Executive Officers and Directors of OJSC Russian Machines

The following table sets forth the name, business address and present principal occupation of each director and executive officer of OJSC Russian Machines. Each individual listed below is a citizen of Russia.


Name	Principal Occupation	Business Address

Oleg V. Deripaska	Chairman of the Supervisory Board of Company Bazovy Element LLC	Company Bazovy Element LLC 30 Rochdelskaya Street 123022 Moscow, Russia

Alexey G. Barantsev	Director for Development of Operating Activities, First Deputy President of the Board of Group GAZ Managing Company LLC	Group GAZ Managing Company LLC 88 Lenin Avenue 603004 Nizhny Novgorod, Russia

Valery G. Lukin	General Director of OJSC Russian Machines	OJSC Russian Machines 3 Kapranov Lane 123242 Moscow, Russia


Alla V. Osadchaya	Deputy Director, Investment Department, of Company Bazovy Element LLC	Company Bazovy Element LLC 30 Rochdelskaya Street 123022 Moscow, Russia

Andrey B. Yaschenko	Deputy Director, Financial Department, of Company Bazovy Element LLC	Company Bazovy Element LLC 30 Rochdelskaya Street 123022 Moscow, Russia

Petr S. Zolotarev	General Director of OJSC Amtel Vredestein	OJSC Amtel Vredestein 11 Sharikopodshipnikovskaya Street 115088 Moscow, Russia

Nadezhda A. Boriuk	Chief Accountant of OJSC Russian Machines	OJSC Russian Machines 3 Kapranov Lane 123242 Moscow, Russia

Executive Officers and Directors of Veleron Holdings B.V.

The following table sets forth the name, business address, and present principal business of C-Corp the sole director of Veleron Holdings B.V. C-Corp B.V. is incorporated in the Netherlands.


Name	Principal Occupation	Business Address

C-Corp B.V.	Member of the Board of Directors of Veleron Holdings B.V.	C-Corp B.V. Haaksbergweg 31, Suite 4 1101 BP Amsterdam, Netherlands

Trustees of the Stronach Trust

The following table sets forth the name, business address and present principal occupation of each trustee of the Stronach Trust. Except as set out below, each individual listed below is a citizen of Canada.


Name	Principal Occupation	Business Address

Frank Stronach (citizen of Austria)	Partner, Stronach & Co. (Consultant)	in care of Magna International Europe Magna-Strasse 1 A-2522 Oberwaltersdorf, Austria

Belinda Stronach	Executive Vice-Chairman of Magna International Inc.	Magna International Inc. 337 Magna Drive Aurora, Ontario, Canada L4G 7K1

Andrew Stronach	President of The Alpen House ULC	The Alpen House ULC 14875 Bayview Avenue RR#2 Aurora, Ontario, Canada L4G 3C8

Elfriede Stronach

Secretary and Treasurer of The Alpen House ULC

The Alpen House ULC

14875 Bayview Avenue RR#2

Aurora, Ontario, Canada

L4G 3C8

Executive Officers and Directors of 445327 Ontario Limited

The following table sets forth the name, business address and present principal occupation of each director and executive officer of 445327 Ontario Limited. Each individual listed below is a citizen of Canada.


Name	Principal Occupation	Business Address

Belinda Stronach	Executive Vice-Chairman of Magna International Inc.	Magna International Inc. 337 Magna Drive Aurora, Ontario, Canada L4G 7K1

Elfriede Stronach	Secretary and Treasurer of The Alpen House ULC	The Alpen House ULC 14875 Bayview Avenue RR#2 Aurora, Ontario, Canada L4G 3C8

Executive Officers and Directors of 446 Holdings Inc.

The following table sets forth the name, business address and present principal occupation of each director and executive officer of 446 Holdings Inc. Belinda Stronach is a citizen of Canada.


Name	Principal Occupation	Business Address

Belinda Stronach	Executive Vice-Chairman of Magna International Inc.	Magna International Inc. 337 Magna Drive Aurora, Ontario, Canada L4G 7K1

Executive Officers and Directors of 447 Holdings Inc.

The following table sets forth the name, business address and present principal occupation of each director and executive officer of 447 Holdings Inc. Except as set out below, each individual listed below is a citizen of Canada.


Name	Principal Occupation	Business Address

Frank Stronach (citizen of Austria)	Partner, Stronach & Co. (Consultant)	in care of Magna International Europe Magna-Strasse 1 A-2522 Oberwaltersdorf, Austria

Belinda Stronach	Executive Vice-Chairman of Magna International Inc.	Magna International Inc. 337 Magna Drive Aurora, Ontario, Canada L4G 7K1

Vincent J. Galifi	Executive Vice-President and Chief Financial Officer of Magna International Inc.	Magna International Inc. 337 Magna Drive Aurora, Ontario, Canada L4G 7K1

Jeffrey O. Palmer	Executive Vice-President of Magna International Inc.	Magna International Inc. 337 Magna Drive Aurora, Ontario, Canada L4G 7K1

Executive Officers and Directors of M Unicar Inc.

The following table sets forth the name, business address and present principal occupation of each director and executive officer of M Unicar Inc. Except as set out below, each individual listed below is a citizen of Canada.


Name	Principal Occupation	Business Address

Frank Stronach (citizen of Austria)	Partner, Stronach & Co. (Consultant)	in care of Magna International Europe Magna-Strasse 1 A-2522 Oberwaltersdorf, Austria

Oleg V. Deripaska (citizen of Russia)	Chairman of the Supervisory Board of Company Bazovy Element LLC	Company Bazovy Element LLC 30 Rochdelskaya Street 123022 Moscow, Russia

Gulzhan T. Moldazhanova (citizen of Russia)	General Director of Company Bazovy Element LLC	Company Bazovy Element LLC 30 Rochdelskaya Street 123022 Moscow, Russia

Belinda Stronach	Executive Vice-Chairman of Magna International Inc.	Magna International Inc. 337 Magna Drive Aurora, Ontario, Canada L4G 7K1


Donald Walker	Co-Chief Executive Officer of Magna International Inc.	Magna International Inc. 337 Magna Drive Aurora, Ontario, Canada L4G 7K1

Siegfried Wolf (citizen of Austria)	Co-Chief Executive Officer of Magna International Inc.	Magna International Europe Magna-Strasse 1 A-2522 Oberwaltersdorf, Austria

Vincent J. Galifi	Executive Vice-President and Chief Financial Officer of Magna International Inc.	Magna International Inc. 337 Magna Drive Aurora, Ontario, Canada L4G 7K1

Jeffrey O. Palmer	Executive Vice-President of Magna International Inc.	Magna International Inc. 337 Magna Drive Aurora, Ontario, Canada L4G 7K1

Executive Officers and Directors of 2143453 Ontario Inc.

The following table sets forth the name, business address and present principal occupation of each director and executive officer of 2143453 Ontario Inc. Except as set out below, each individual listed below is a citizen of Canada.


Name	Principal Occupation	Business Address

Frank Stronach (citizen of Austria)	Partner, Stronach & Co. (Consultant)	in care of Magna International Europe Magna-Strasse 1 A-2522 Oberwaltersdorf, Austria

Oleg V. Deripaska (citizen of Russia)	Chairman of the Supervisory Board of Company Bazovy Element LLC	Company Bazovy Element LLC 30 Rochdelskaya Street 123022 Moscow, Russia

Gulzhan T. Moldazhanova (citizen of Russia)	General Director of Company Bazovy Element LLC	Company Bazovy Element LLC 30 Rochdelskaya Street 123022 Moscow, Russia

Belinda Stronach	Executive Vice-Chairman of Magna International Inc.	Magna International Inc. 337 Magna Drive Aurora, Ontario, Canada L4G 7K1

Donald Walker	Co-Chief Executive Officer of Magna International Inc.	Magna International Inc. 337 Magna Drive Aurora, Ontario, Canada L4G 7K1

Siegfried Wolf (citizen of Austria)	Co-Chief Executive Officer of Magna International Inc.	Magna International Europe Magna-Strasse 1 A-2522 Oberwaltersdorf, Austria


Vincent J. Galifi	Executive Vice-President and Chief Financial Officer of Magna International Inc.	Magna International Inc. 337 Magna Drive Aurora, Ontario, Canada L4G 7K1

Jeffrey O. Palmer	Executive Vice-President of Magna International Inc.	Magna International Inc. 337 Magna Drive Aurora, Ontario, Canada L4G 7K1

Executive Officers and Directors of 2143455 Ontario Inc.

The following table sets forth the name, business address and present principal occupation of each director and executive officer of 2143455 Ontario Inc. Except as set out below, each individual listed below is a citizen of Canada.


Name	Principal Occupation	Business Address

Frank Stronach (citizen of Austria)	Partner, Stronach & Co. (Consultant)	in care of Magna International Europe Magna-Strasse 1 A-2522 Oberwaltersdorf, Austria

Oleg V. Deripaska (citizen of Russia)	Chairman of the Supervisory Board of Company Bazovy Element LLC	Company Bazovy Element LLC 30 Rochdelskaya Street 123022 Moscow, Russia

Gulzhan T. Moldazhanova (citizen of Russia)	General Director of Company Bazovy Element LLC	Company Bazovy Element LLC 30 Rochdelskaya Street 123022 Moscow, Russia

Belinda Stronach	Executive Vice-Chairman of Magna International Inc.	Magna International Inc. 337 Magna Drive Aurora, Ontario, Canada L4G 7K1

Donald Walker	Co-Chief Executive Officer of Magna International Inc.	Magna International Inc. 337 Magna Drive Aurora, Ontario, Canada L4G 7K1

Siegfried Wolf (citizen of Austria)	Co-Chief Executive Officer of Magna International Inc.	Magna International Europe Magna-Strasse 1 A-2522 Oberwaltersdorf, Austria


Vincent J. Galifi	Executive Vice-President and Chief Financial Officer of Magna International Inc.	Magna International Inc. 337 Magna Drive Aurora, Ontario, Canada L4G 7K1

Jeffrey O. Palmer	Executive Vice-President of Magna International Inc.	Magna International Inc. 337 Magna Drive Aurora, Ontario, Canada L4G 7K1

Executive Officers and Directors of DW Holdco Inc.

The following table sets forth the name, business address and present principal occupation of each director and executive officer of DW Holdco Inc. Each individual listed below is a citizen of Canada.


Name	Principal Occupation	Business Address

Donald Walker	Co-Chief Executive Officer of Magna International Inc.	Magna International Inc. 337 Magna Drive Aurora, Ontario, Canada L4G 7K1

Vincent J. Galifi	Executive Vice-President and Chief Financial Officer of Magna International Inc.	Magna International Inc. 337 Magna Drive Aurora, Ontario, Canada L4G 7K1

Executive Officers and Directors of SW Holdco Inc.

The following table sets forth the name, business address and present principal occupation of each director and executive officer of SW Holdco Inc. Except as set out below, each individual listed below is a citizen of Canada.


Name	Principal Occupation	Business Address

Siegfried Wolf (citizen of Austria)	Co-Chief Executive Officer of Magna International Inc.	Magna International Europe Magna-Strasse 1 A-2522 Oberwaltersdorf, Austria

Vincent J. Galifi	Executive Vice-President and Chief Financial Officer of Magna International Inc.	Magna International Inc. 337 Magna Drive Aurora, Ontario, Canada L4G 7K1

Executive Officers and Directors of VG Holdco Inc.

The following table sets forth the name, business address and present principal occupation of each director and executive officer of VG Holdco Inc. Each individual listed below is a citizen of Canada.


Name	Principal Occupation	Business Address

Vincent J. Galifi	Executive Vice-President and Chief Financial Officer of Magna International Inc.	Magna International Inc. 337 Magna Drive Aurora, Ontario, Canada L4G 7K1

Jeffrey O. Palmer	Executive Vice-President of Magna International Inc.	Magna International Inc. 337 Magna Drive Aurora, Ontario, Canada L4G 7K1

Executive Officers and Directors of PK Holdco Inc.

The following table sets forth the name, business address and present principal occupation of each director and executive officer of PK Holdco Inc. Except as set out below, each individual listed below is a citizen of Canada.


Name	Principal Occupation	Business Address

Peter Koob (citizen of Germany)	Executive Vice-President - Corporate Development of Magna International Inc.	Magna International Europe Magna-Strasse 1 A-2522 Oberwaltersdorf, Austria

Vincent J. Galifi	Executive Vice-President and Chief Financial Officer of Magna International Inc.	Magna International Inc. 337 Magna Drive Aurora, Ontario, Canada L4G 7K1

Executive Officers and Directors of JOP Holdco Inc.

The following table sets forth the name, business address and present principal occupation of each director and executive officer of JOP Holdco Inc. Each individual listed below is a citizen of Canada.


Name	Principal Occupation	Business Address

Jeffrey O. Palmer	Executive Vice-President of Magna International Inc.	Magna International Inc. 337 Magna Drive Aurora, Ontario, Canada L4G 7K1

Vincent J. Galifi	Executive Vice-President and Chief Financial Officer of Magna International Inc.	Magna International Inc. 337 Magna Drive Aurora, Ontario, Canada L4G 7K1

SCHEDULE B

TRANSACTIONS IN THE PAST SIXTY DAYS


Name	Date of Transaction	Number of Shares	Type of Transaction	Price per Share
Galifi, Vincent J.	Sept 27, 2007	40,000	Exercise of stock options	US $35.10

	Sept 27, 2007	40,000	Open market sale of Class A Subordinate Voting shares	Cdn $97.0207

Koob, Peter	Aug 30, 2007	13,472	Award of restricted Class A Subordinate Voting shares	Cdn $50.18

	Aug 30, 2007	10,764	Award of restricted Class A Subordinate Voting shares	Cdn $48.32

	Aug 30, 2007	5,630	Award of restricted Class A Subordinate Voting shares	Cdn $47.39

	Sept 19, 2007	5,134	Award of restricted Class A Subordinate Voting shares	Cdn $47.84

Palmer, Jeffrey O.	Aug 17, 2007	10,764	Award of restricted Class A Subordinate Voting shares	Cdn $46.696

	Aug 17, 2007	5,630	Award of restricted Class A Subordinate Voting shares	Cdn $47.798

	Sept 19, 2007	5,134	Award of restricted Class A Subordinate Voting shares	Cdn $47.84

Stronach & Co.	Sept 25, 2007	72,600	Open market sale of Class A Subordinate Voting shares	Cdn $95.20

	Sept 26, 2007	96,300	Open market sale of Class A Subordinate Voting shares	Cdn $96.54

	Sept 27, 2007	79,126	Open market sale of Class A Subordinate Voting shares	Cdn $96.99

Stronach, Andrew	Sept 20, 2007	75	Issuer repurchase of Class B shares	Cdn $114


Stronach, Frank	Sept 24, 2007	19,100	Open market sale of Class A Subordinate Voting shares	Cdn $97.11

	Sept 25, 2007	34,238	Open market sale of Class A Subordinate Voting shares	Cdn $95.49

Walker, Donald J.	Sept 11, 2007	4,400	Exercise of stock options	Cdn $59.10

	Sept 11, 2007	25,000	Exercise of stock options	US $42.35

	Sept 20, 2007	10,000	Issuer repurchase of Class B shares	Cdn $114.00

Wolf, Siegfried	Sept 26, 2007	68,000	Exercise of stock options	US $35.10

	Sept 26, 2007	8,000	Exercise of stock options	US $51.85

	Sept 26, 2007	76,000	Open market sale of Class A Subordinate Voting shares	Cdn $95.9452

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A Subordinate Voting shares of Magna International Inc., a corporation existing under laws of the Province of Ontario, Canada, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.

Dated: October 1, 2007


FRANK STRONACH

/s/ Frank Stronach


THE STRONACH TRUST

By:		/s/ Belinda Stronach
		Authorized Signing Officer


445327 ONTARIO LIMITED

By:		/s/ Belinda Stronach
		Authorized Signing Officer

-1-


446 HOLDINGS INC.

By:		/s/ Belinda Stronach
		Authorized Signing Officer


COMPANY BAZOVY ELEMENT LLC

By:		/s/ Mikhail Gurfinkel
		Authorized Signing Officer


OPEN JOINT STOCK COMPANY RUSSIAN MACHINES

By:		/s/ Mikhail Gurfinkel
		Authorized Signing Officer


VELERON HOLDING B.V.

By:		/s/ Mikhail Gurfinkel
		Authorized Signing Officer

-2-


446 HOLDINGS INC.

By:		/s/ Vincent J. Galifi
		Authorized Signing Officer


M UNICAR INC.

By:		/s/ Jeffrey O. Palmer
		Authorized Signing Officer


2143453 ONTARIO INC.

By:		/s/ Jeffrey O. Palmer
		Authorized Signing Officer


2143455 ONTARIO INC.

By:		/s/ Jeffrey O. Palmer
		Authorized Signing Officer


DW HOLDCO INC.

By:		/s/ Donald J. Walker
		Authorized Signing Officer


SW HOLDCO INC.

By:		/s/ Vincent J. Galifi
		Authorized Signing Officer


VG HOLDCO INC.

By:		/s/ Jeffrey O. Palmer
		Authorized Signing Officer

-3-


PK HOLDCO INC.

By:		/s/ Vincent J. Galifi
		Authorized Signing Officer


JOP HOLDCO INC.

By:		/s/ Jeffrey O. Palmer
		Authorized Signing Officer

-4-

EXHIBIT B

CREDIT AGREEMENT

Made as of September 20, 2007

Between

VELERON HOLDING B.V.

as Borrower

and

EACH OF THE FINANCIAL

INSTITUTIONS AND OTHER ENTITIES FROM

TIME TO TIME PARTIES HERETO

as Lenders

and

BNP PARIBAS SA

as Agent

MCMILLAN BINCH MENDELSOHN LLP

TABLE OF CONTENTS


SECTION 1 – INTERPRETATION		1
1.1	Certain Defined Terms	1
1.2	Business Day	16
1.3	Conflict	16
1.4	Currency	16
1.5	Time	16
1.6	Headings and Table of Contents	16
1.7	Number and Gender	16
1.8	References	16
1.9	Statutory References	17
1.10	Time of Day	17
1.11	Governing Law	17
1.12	Entire Agreement	17
1.13	Severability	17
1.14	Schedules	17

SECTION 2 – REPRESENTATIONS AND WARRANTIES		18
2.1	Representations and Warranties	18
2.2	Deemed Repetition	20

SECTION 3 – THE CREDIT FACILITY		20
3.1	Establishment of Credit Facility	20
3.2	Obligations of the Lenders and the Agent	21
3.3	Availability of Credit Facility	21
3.4	Purpose	21
3.5	Deposit of Proceeds of Loans and Discount Proceeds	21
3.6	Evidence of Obligations	22

SECTION 4 – INTEREST, FEES AND EXPENSES		22
4.1	Interest on the Credit Facility	22
4.2	Fees	23
4.3	Interest on Overdue Amounts	23
4.4	Interest Act	23
4.5	Limit on Rate of Interest	23
4.6	Change in Circumstances	24
4.7	Payment of Portion; Replacement of Lenders under Certain Circumstances	25
4.8	Illegality	26
4.9	Substitute Basis of Advance	27
4.10	Mitigation Obligations	28
4.11	Indemnity	28

SECTION 5 – REDUCTION AND REPAYMENT		28
5.1	Term and Maturity	28
5.2	Repayment	29

(i)


5.3	Mandatory Repayment	29
5.4	Voluntary Prepayment	29

SECTION 6 – PAYMENTS AND TAXES		30
6.1	Payments Generally	30
6.2	Taxes	30
6.3	No Set-Off	31
6.4	Application of Payments After Exercise of Rights Under Section 10.2	31

SECTION 7 – SECURITY AND MARGINING REQUIREMENTS		32
7.1	Maximum Amount Secured	32
7.2	Security Documents	32
7.3	Collateral	32
7.4	Initial Obligation to Deliver Share Collateral to Satisfy Required Margin	33
7.5	Obligation to Maintain Required Margin	33
7.6	Accelerated Margin Call Event	34
7.7	Transfer of Title	34
7.8	No Security Interest	34
7.9	Borrowing to Meet Margin Call	34
7.10	Returned Cash Margin	34
7.11	Newco II Pledge Agreement	34

SECTION 8 – CONDITIONS PRECEDENT		35
8.1	Conditions Precedent to Disbursements of Advances	35
8.2	Waiver of a Condition Precedent	38

SECTION 9 – COVENANTS		38
9.1	Affirmative Covenants of the Borrower	38
9.2	Negative Covenants of the Borrower	39
9.3	Information	40

SECTION 10 – DEFAULT AND ENFORCEMENT		40
10.1	Events of Default	40
10.2	Rights upon Default and Event of Default	44
10.3	Waiver of Default	45

SECTION 11 – REMEDIES		45
11.1	Remedies Cumulative	45
11.2	Sharing of Information	45
11.3	Remedies Not Limited	46
11.4	Sharing of Proceeds Among the Lenders	46
11.5	Set-Off, etc.	46
11.6	Agent or Lender May Perform Covenants	46
11.7	Decision to Enforce Security Documents	46

SECTION 12 – THE AGENT AND THE LENDERS		47
12.1	Authorization of Agent	47
12.2	Action by Agent	47
12.3	Arrangements for Advances	48

(ii)


12.4	Arrangements for Repayment of Advances	48
12.5	Lenders Bound by Decision to Exercise Remedies	48
12.6	Deemed Repayment and Funding	48
12.7	Responsibility of Agent	49
12.8	Acknowledgement of Lenders	49
12.9	Successor Agent	50
12.10	Replacement of Agent	50
12.11	Notices between the Lenders and the Agent	50
12.12	Reliance by Agent	51
12.13	Reimbursement of Agent’s Expenses and Indemnity	51
12.14	Borrower’s Right to Rely on Agent	51
12.15	Agent’s Duty to Deliver Documents	51
12.16	No Partnership	52
12.17	Adjustments Among Lenders	52
12.18	Agent May Deal With Collateral	52
12.19	Indemnity of Agent	53
12.20	Agent May Debit Accounts	53
12.21	Agent May Advance Undertaking	53

SECTION 13 – ASSIGNS AND PARTICIPANTS		53
13.1	Assignment and Participation	53
13.2	Eligible Institutions	55

SECTION 14 – MISCELLANEOUS		55
14.1	Amendments, Waivers, etc.	55
14.2	Waivers Effective in Specific Instance	56
14.3	No Deemed Subordination	56
14.4	Notice	57
14.5	Further Assurances	57
14.6	Judgment Currency	57
14.7	Exercise of Rights, etc.	58
14.8	Reimbursement of Expenses	58
14.9	Submission to Jurisdiction	58
14.10	Counterparts	58
14.11	Delivery by Fax	58
14.12	Confidentiality	58

Schedule 1.1(21) – Branches of Account

Schedule 1.1(30) – Commitments

Schedule 13.1(3)(b) – Assignment and Assumption Agreement

Exhibit A – Basic Element Limited Indemnity

Exhibit B – Pledge and Security Agreement

Exhibit C-1 – Canadian Counsel to Borrower Opinion

(iii)

Exhibit C-2 – Dutch Counsel to Borrower Opinion

Exhibit D – Counsel to Newco II Opinion

Exhibit E – Counsel to Magna Opinion

(iv)

CREDIT AGREEMENT

This Agreement is made as of September 20, 2007, between

VELERON HOLDING B.V.

as Borrower

and

EACH OF THE FINANCIAL INSTITUTIONS AND OTHER ENTITIES FROM TIME TO TIME PARTIES HERETO

as Lenders

and

BNP PARIBAS SA

as Agent

RECITALS

A. The Borrower has requested that the Lenders make the Credit Facility available.

B. Each Lender is prepared to make its Commitment available to the Borrower, subject to Applicable Law and the terms and conditions of this Agreement.

FOR VALUE RECEIVED, the parties agree as follows:

SECTION 1 – INTERPRETATION

1.1

Certain Defined Terms

In this Agreement:

(1) Acquisition means the acquisition of 20 million Shares by Newco II funded by the Newco II Loan Note as contemplated by the Exit Agreement.

(2) Additional Compensation has the meaning given to it in Section 4.6(3).

(3) Advance means an extension of credit under the Credit Facility by a Lender to the Borrower. Any reference to the amount of any Advance shall refer to the principal amount thereof.

(4) Affected Borrowing has the meaning given to it in Section 4.7.

(5) Affiliate has the meaning given to it in the Business Corporations Act (Ontario), except that all references therein to a “body corporate” shall be deemed to be a reference to a Person.

(6) Agent means BNP Paribas SA when acting as agent hereunder and any successor agent appointed under Section 12.9.

(7) Agent’s Account for Payments means for all payments for and by the Borrower and all Transfers of Cash Margin by the Borrower, the following account maintained by the Agent at its Dublin branch, to which payments and Transfers are to be effected as follows:


Bank:		BNP Paribas (New York)
ABA:		026-007-689
SWIFT:		BNPAUS3N
Account:		BNP Paribas (Dublin)
Account No:		0200 1927 5900 110

or any other account of the Agent as the Agent may from time to time advise the Borrower and the Lenders in writing.

(8) Agent’s Branch of Account means the office of the Agent located at 5 George’s Dock, IFSC, Dublin 1, Ireland or such other office or branch of the Agent as the Agent may from time to time advise the Borrower and the Lenders in writing.

(9) Agreed Currency has the meaning given to it in Section 14.6.

(10) Agreement means this agreement, including the Schedules hereto, as amended, varied, supplemented, restated or renewed at any time and from time to time.

(11) Applicable Law means, in respect of any Person, property, transaction or event, all present and future laws, statutes and regulations, applicable to that Person, property, transaction or event and all applicable treaties, judgments, decrees, requirements, requests, official directives, consents, approvals, authorizations, guidelines, rules, orders and policies (whether or not having the force of law, with respect to regulatory guidelines issued by financial institutions regulator having or purporting to have authority over any Lender and in all other cases having the force of law) of any Governmental Authority having or purporting to have authority over that Person, property, transaction or event.

(12) Assignee has the meaning given to it in Section 13.1(3)(b).

(13) Assigning Lender has the meaning given to it in Section 13.1(3)(b).

(14) Assignment Agreement means the agreement dated as of September 20, 2007 among the Borrower, Dankenbore Limited, Stronach & Co. and Styria Management Limited assigning the Borrower’s rights and obligations under a European transaction agreement dated May 10, 2007 between Stronach & Co. and Styria Management Limited.

(15) Associate has the meaning given to it in the Business Corporations Act (Ontario).

- 2 -

(16) Basic Element means Basic Element Limited, a company existing under the laws of Jersey and its successors.

(17) Basic Element Limited Indemnity means the limited indemnity dated as of the Closing Date between Basic Element and the Agent consisting of the Disclosure Delay Indemnity, the Resale Restriction Indemnity and the Realization Cost Indemnity substantially in the form of Exhibit A.

(18) Blackout Period has the meaning given to such term in the Registration Rights Agreement.

(19) Borrower means Veleron Holding B.V., a company existing under the laws of The Netherlands and its successors and Permitted Transferees.

(20) Borrower’s Account means an account the particulars of which the Borrower has advised the Agent in writing.

(21) Borrower Documents means the Newco II Loan Note, the Exit Agreement, the Exchange Agreement, the Investors Agreement, the Registration Rights Agreement and all related transaction documents provided to the Agent.

(22) Branch of Account means, with respect to each Lender, the branch of the Lender at the address set out opposite the Lender’s name on Schedule 1.1(21) or other branch as the Lender may advise the Borrower and the Agent in writing.

(23) Business Day means any day of the year other than a Saturday, Sunday or day observed as a statutory holiday in Toronto, Ontario, New York, New York or London, United Kingdom.

(24) Canadian Margin Loan Regulation means any margin requirements prescribed by any Canadian federal or provincial regulatory authority or self regulatory organization in respect of stock or other equity interests.

(25) Capital Lease means, with respect to a Person, any lease or other arrangement for the use of property or assets that would be required to be accounted for as a capital lease on a balance sheet of that Person in accordance with Dutch generally accepted accounting principles then currently in effect. The amount of any Capital Lease at any date shall be the amount of the obligation in respect thereof required to be included on the balance sheet of the Person.

(26) Cash Margin means an amount of cash (a) Transferred by the Borrower to the Agent pursuant to Section 7.5(1) and Section 7.6 or (b) paid by the Agent to the Borrower pursuant to Section 7.5(2).

(27) Cash Margin Balance means an amount equal to (a) the aggregate of all Cash Margin Transferred by the Borrower to the Agent pursuant to Section 7.5(1) and Section 7.6 less (b) the aggregate of all amounts paid by the Agent to the Borrower pursuant to Section 7.5(2).

(28) Closing Date means the closing date of the Acquisition.

- 3 -

(29) Collateral means collectively: (I) the Borrower’s right, title and interest in and to (a) Share Collateral; (b) the Newco Class C Common Shares; (c) the Newco II Class A Common Shares; (d) the Newco II Loan Note; (e) the Special Shares of Newco II issued to the Borrower on the conversion of the Newco II Loan Note; and (II) the rights of the Borrower under the Exit Agreement and the Exchange Agreement, all of which may at any time be or become subject to a Lien in favour of the Agent on behalf of the Lenders to secure any or all of the Obligations pursuant to the Pledge and Security Agreement.

(30) Commitment means, with respect to any Lender, the principal amount set out opposite the Lender’s name in Schedule 1.1(30), as such amount may be reduced or cancelled in accordance with this Agreement.

(31) Commitment Letter means a commitment letter dated July 19, 2007 from the Agent to the Borrower setting out the terms on which the Lenders are willing to establish the Credit Facility.

(32) Coverage Ratio means, on any Business Day, the quotient of (i) 20,000,000 multiplied by the Spot Price on such Business Day; and (ii) the Outstanding Loan Amount on such Business Day less the value of Cash Margin on such Business Day.

(33) Credit Facility has the meaning given to it in Section 3.1.

(34) Debt means, in respect of any Person:

(a)

all debts of the Person for borrowed money;

(b)

all Financial Assistance granted by the Person;

(c)

any obligation, contingent or other, which is required to be classified in accordance with Dutch generally accepted accounting principles then currently in effect upon the Person’s balance sheet as indebtedness;

(d)

any debt or liability secured by any Lien existing on property owned or acquired by the Person subject to the Lien whether or not the obligation secured thereby shall have been assumed;

(e)

any debt or liability of the Person representing the deferred acquisition cost of property or assets created or arising under any conditional sale agreement or other title retention agreement even though the rights and remedies of the seller under that agreement in the event of default are limited to repossession or sale of property or assets covered thereby;

(f)

any liabilities, contingent, unmatured or other, under indemnities or reimbursement agreements of the Person given in respect of any bankers’ acceptance, letter of credit, or letter of guarantee;

- 4 -

(g)

the amount of any Capital Lease in respect of which the Person is liable as lessee; and

(h)

all Hedging Liabilities of the Person;

but “Debt” does not include deferred taxes.

(35) Default means an event, circumstance or omission which constitutes an Event of Default or which, with the giving of notice, lapse of time, or both, would constitute an Event of Default.

(36) Disclosure Delay Indemnity means a limited indemnity of the losses to the Agent and the Lenders arising from the Borrower’s failure to promptly disclose the occurrence of Blackout Period or Suspension Period when requested to do so by the Agent made by Basic Element in favour of the Agent for the benefit of the Lenders.

(37) Distribution means any payment, loan, contribution or other transfer of funds or property to the beneficial holder of any security issued by the Borrower (where security has the meaning assigned in the Securities Act (Ontario)), including preference shares, or to any Associate or Affiliate of that holder, either directly or indirectly, and includes management, consulting or servicing fees, bonuses, dividends, repayment of any loans or the redemption, retraction or purchase of any of those securities.

(38) Documents means this Agreement, the Security Documents, and all certificates, instruments, agreements and other documents delivered, or to be delivered, to the Agent and the Lenders under this Agreement or any other Document and, when used in relation to any Person, the term Documents means the Documents executed and delivered by the Person.

(39) Drawdown Date means a Business Day on which an Advance is made or is deemed to be made.

(40) Eligible Institution means a financial institution or other legal entity that is (i) organized or constituted under the laws of a jurisdiction other than the United States of America or any subdivision or territory thereof and (ii) is not subject to regulation under the US Margin Regulation or under the Canadian Margin Loan Regulation.

(41) Equivalent Amount in one currency on any day means the amount of that currency into which a specified amount of another currency can be converted at the Bank of Canada’s noon spot rate for that day (or at any other rate to which the parties agree) and if that day is not a Business Day, on the immediately preceding Business Day.

(42) Event of Default means any of the events or circumstances specified in Section 10.1.

(43) Exchange has the meaning given to such term in the Exchange Agreement.

(44) Exchange Agreement means the agreement of such name dated as of the Closing Date among Magna, RM, the Borrower, 446 Holdings Inc., 445327 Ontario Limited, Newco I.5 and Newco II.

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(45) Excluded Taxes has the meaning given to such term in Section 6.2(4).

(46) Exit Agreement means the agreement of such name dated as of the Closing Date among 446 Holdings Inc., the Borrower, Newco, RM, 445327 Ontario Limited, Newco I.5 and Newco II.

(47) Federal Funds Rate means, for any day, the rate per annum (rounded upward, if necessary, to the nearest 1/100^th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System of the United States, arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to the nearest 1/100^th of 1%) quoted to the Agent on such day on such transactions as reasonably determined by the Agent.

(48) Fee Letter means a fee letter dated as of July 5, 2006 from the Agent to the Borrower.

(49) Financial Assistance means, with respect to any Person and without duplication, any loan to or Investment in or other form of direct or indirect financial support of any other Person or any obligation (contingent or other) intended to enable another Person to incur or pay any Debt or to comply with agreements relating thereto or otherwise to assure or protect creditors of the other Person against loss in respect of Debt of the other Person and includes any guarantee of the Debt of the other Person and any absolute or contingent obligation entered into for such purpose:

(a)

to advance or supply funds for the payment or purchase of any Debt of any other Person;

(b)

to purchase, sell or lease (as lessee or lessor) any property, assets, goods, services, materials or supplies primarily for the purpose of enabling any Person to make payment of Debt or to assure the holder thereof against loss;

(c)

to indemnify or hold harmless any creditor of any other Person from or against any losses, liabilities or damages in respect of any Debt of such Person;

(d)

to make a payment to another for goods, property or services regardless of the non-delivery or non-furnishing thereof; or

(e)

to make an Investment in or to maintain the capital, working capital, solvency or general financial condition of another Person.

The amount of any Financial Assistance is the amount of any loan or Investment or direct or indirect financial support, without duplication, made or given, or all Debt of the obligor to which the Financial Assistance relates, unless the Financial Assistance is limited to a determinable amount, in which case the amount of the Financial Assistance is the determinable amount.

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(50) Fiscal Year means the fiscal year of the Borrower, which currently ends on December 31.

(51) Foreign Currency Hedging Agreement means a Hedge Contract between the Borrower and an Affiliate of the Borrower entered into solely for the purpose of mitigating Dutch corporate tax liabilities in connection with foreign currency risk.

(52) Government Approvals means, with respect to any Person, all licences, permits, consents, authorizations and approvals from any and all Governmental Authorities required by Applicable Law for the conduct of that Person’s business as presently conducted.

(53) Governmental Authority means any domestic or foreign government including any federal, provincial, state, territorial or municipal government and any government agency, tribunal, commission or other authority exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, government.

(54) Granting Lender has the meaning given to it in Section 13.1(3)(a).

(55) Hedge Contract means a contract for the purchase of any currency with any other currency at an agreed rate of exchange on a specified date, an interest rate or currency swap or any other interest or exchange rate exposure management arrangements.

(56) Hedging Liabilities means, with respect to a Person, at any date of calculation, an amount equal to the aggregate of all amounts which would be owing to the Person by the Borrower under all Hedge Contracts if those agreements were terminated on the date of calculation. Unless netting or setting off is not permitted as a result of the operation of law or judicial authority, Hedging Liabilities shall equal the amount so determined after netting or setting off any amounts which might be owing under the Hedge Contracts by the Person to the Borrower on that date. If netting or setting off is not permitted as a result of the operation of law or judicial authority, Hedging Liabilities shall equal the amount owing by the Borrower to the Person under all Hedge Contracts without netting or setting off any amounts which might be owing under the Hedge Contracts by the Person to the Borrower on that date.

(57) including means including without limitation and includes means includes without limitation.

(58) Initial Loan Amount means the lesser of (i) the product of (x) 10,000,000 and (y) the Initial Price; and (ii) $1,229,000,000.

(59) Initial Loan Date means the date hereof.

(60) Initial Loan Period means the period commencing on and including the Closing Date and ending on and including the day before the commencement of the Remaining Loan Period.

(61) Initial Price means $87.7948.

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(62) Interest Determination Date means the date which is two (2) Business Days before the first day of the three (3) month period for which LIBOR is to be determined.

(63) Interest Payment Date means each of September 20, 2007; October 22, 2007; November 20, 2007; December 20, 2007; January 22, 2008; April 21, 2008; July 21, 2008; October 20, 2008; January 20, 2009; April 20, 2009; and July 20, 2009.

(64) Investment means, for any Person, the acquisition (whether for cash, property, services, securities or otherwise) of shares, bonds, notes, debentures, partnership or other ownership interests or other securities of any other Person or any binding agreement to make that acquisition.

(65) Investment Documents mean the Borrower Documents, the Newco II Agreements, the Newco II Unanimous Shareholders Agreement, the Foreign Currency Hedging Agreement and the Assignment Agreement.

(66) Investors Agreement means the investors agreement relating to Newco between 446 Holdings Inc. and the Borrower.

(67) Judgment Currency has the meaning given to it in Section 14.6.

(68) Lenders means all of the banks and other financial institutions named on the signature pages of this Agreement, and their permitted successors and assigns, and “Lender” means any one of them.

(69) LIBOR means any of One Month LIBOR, Two Month LIBOR or Three Month LIBOR.

(70) Lien means any mortgage, charge, lien, hypothec or encumbrance, whether fixed or floating on, or any security interest in, any property, whether real, personal or mixed, tangible or intangible, any pledge or hypothecation of any property, any conditional sale agreement, other title retention agreement or other arrangement of any kind intended to create or grant security.

(71) Loan means the Advances under the Credit Facility.

(72) Loan Amount means (i) during the Initial Loan Period, the Initial Loan Amount; and (ii) during the Remaining Loan Period, the sum of the Initial Loan Amount and the Remaining Loan Amount.

(73) Magna means Magna International Inc., a corporation existing under the Business Corporations Act (Ontario) and its successors.

(74) Majority Lenders means any group of Lenders from whom, in the aggregate, at least a majority of the outstanding Advances have been made available.

(75) Material Adverse Effect means a material adverse effect on (a) the activities of the Borrower which, in the opinion of a reasonable person, would significantly increase the likelihood of an imminent insolvency of the Borrower or significantly impair the ability of the Borrower to discharge its obligations under this Agreement as they come due, (b) the Agent’s or the Lenders’ Liens

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on the Collateral or the priority of those Liens, or (c) the Agent’s or the Lenders’ rights or remedies under this Agreement or any of the other Documents (subject to the limitations set forth in the Exit Agreement) and, where used in relation to any other entity, has a similar meaning.

(76) Maturity Date means September 20, 2009 (or if such date is not a Business Day, the first Business Day immediately thereafter).

(77) Newco means M Unicar Inc., a corporation existing under the Business Corporations Act (Ontario) and its successors.

(78) Newco Class C Common Shares means the Class C Common Shares of Newco owned by the Borrower, appropriately adjusted for stock splits, stock dividends, reverse stock splits, stock consolidations and similar events, and includes: (i) any securities into which such shares may be converted, reclassified, redesignated, subdivided or consolidated or otherwise changed, (ii) any securities received by the Borrower as a result of any merger, amalgamation, reorganization or other similar transaction involving Newco, (iii) any securities of Newco which are received by the Borrower as a stock dividend or distribution on or in respect of such shares; and (iv) any security, other instrument or right that is exercisable, exchangeable or convertible into, or evidences the rights to acquire, any Class C Common Shares of Newco or any of the above securities.

(79) Newco I.5 means 2143453 Ontario Inc., a corporation existing under the Business Corporations Act (Ontario) and its successors.

(80) Newco II means 2143455 Ontario Inc., a corporation existing under the Business Corporations Act (Ontario) and its successors.

(81) Newco II Agreements means the Newco II Loan Note, the Exit Agreement, the Exchange Agreement and the Registration Rights Agreement.

(82) Newco II Class A Common Shares means the Class A Common Shares of Newco II owned by the Borrower, appropriately adjusted for stock splits, stock dividends, reverse stock splits, stock consolidations and similar events, and includes: (i) any securities into which such shares may be converted, reclassified, redesignated, subdivided or consolidated or otherwise changed, (ii) any securities received by the Borrower as a result of any merger, amalgamation, reorganization or other similar transaction involving Newco II, (iii) any securities of Newco II which are received by the Borrower as a stock dividend or distribution on or in respect of such shares; and (iv) any security, other instrument or right that is exercisable, exchangeable or convertible into, or evidences the rights to acquire, any Class A Common Shares of Newco II or any of the above securities.

(83) Newco II Loan Note means the promissory note dated as of the Closing Date issued to the Borrower by Newco II to evidence the loan provided by the Borrower to Newco II on the Closing Date, including the pledge agreement between the Borrower and Newco II securing Newco II’s obligations under such promissory note and all other documents relating to the security therefor.

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(84) Newco II Unanimous Shareholders Agreement means the Newco II unanimous shareholders agreement dated as of the Closing Date among 446 Holdings Inc., MPMAG Holdings Inc., the Borrower, Newco, Newco I.5 and Newco II.

(85) NYSE means the New York Stock Exchange.

(86) NYSE Trading Date means any day on which the NYSE is open for trading during its regular trading session, notwithstanding the NYSE closing prior to its scheduled closing time.

(87) Obligations means all loans, advances, debts, liabilities and obligations for the payment of monetary amounts (whether or not performance is then required or contingent, or those amounts are liquidated or determinable) or obligations to deliver Cash Margin or Collateral set out in Section 7 owing by the Borrower to the Agent or any Lender under any or all of the Documents, of any kind or nature, present or future, owing under any or all of the Documents including all obligations owed by the Borrower to the Lenders under the Credit Facility.

(88) One Month LIBOR means:

(a)

the rate per annum equal to the rate determined by the Agent to be the offered rate that appears on the Reuters Screen LIBOR 01 Page (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in US Dollars of approximately the same amount as the Loan Amount with a term of one (1) month, determined as of approximately 11:00 a.m. (London time) on the Interest Determination Date;

(b)

if the rate referenced in the preceding subsection (a) does not appear on such page or service or such page or service shall cease to be available, the rate per annum equal to the rate determined by the Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in US Dollars of approximately the same amount as the Loan Amount with a term of one (1) month, determined as of approximately 11:00 a.m. (London time) on the Interest Determination Date; or

(c)

if the rates referenced in the preceding subsections (a) and (b) are not available, the rate per annum determined by the Agent as the rate of interest (rounded upward to the next 1/100th of 1%) at which deposits in US Dollars of approximately the same amount as the Loan Amount with a term of one (1) month would be offered by the Agent’s London branch to major banks in the offshore US Dollar market at their request at approximately 11:00 a.m. (London time) on the Interest Determination Date.

(89) Option Agreements means one or more agreements between the Borrower and any Affiliate of Basic Element, granting the right and option to purchase newly issued shares of the Borrower.

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(90) Outstanding Loan Amount means the Loan Amount less any amounts paid by the Borrower pursuant to Sections 5.3 and 5.4.

(91) Participant has the meaning given to it in Section 13.1(3)(a).

(92) Permitted Liens means:

(a)

any Lien for Taxes not due or being contested in good faith by appropriate proceedings diligently pursued as to which reserves have been established on the Borrower’s books and records to the extent required by Dutch generally accepted accounting principles then currently in effect

(b)

the rights reserved to or vested in any Person by the terms of any lease, licence, franchise, grant or permit held by the Borrower or by any statutory provision, to terminate any such lease, licence, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(c)

the Liens in the Share Collateral granted by Newco II in favour of the Borrower; and

(d)

the Liens created by the Security Documents and the Borrower Documents.

(93) Permitted Transferees has the meaning specified in the Investors Agreement.

(94) Person means any natural person, sole proprietorship, partnership, syndicate, trust, joint venture, Governmental Authority or any incorporated or unincorporated entity or association of any nature.

(95) Pledge and Security Agreement means the pledge and security agreement between the Borrower and the Agent pledging and creating a security interest in favour of the Agent for the benefit of the Lenders in the Collateral, substantially in the form of Exhibit B.

(96) Prepayment Fee has the meaning specified in the Fee Letter.

(97) Rateable Portion, with respect to a Lender, means the fraction of the Loan Amount represented by that Lender’s Commitment. If the Agent has made a declaration under Section 10.2, Rateable Portion means the fraction of all Advances outstanding owing to the Lender.

(98) Realization Cost Indemnity means a limited indemnity of the Borrower’s obligations to pay the reasonable out-of-pocket costs and expenses of any realization by the Agent against the Borrower made by Basic Element in favour of the Agent for the benefit of the Lenders.

(99) Realization Event means any demand for repayment of the Newco II Loan Note by the Borrower, as lender under such note, that is made prior to September 20, 2027 and in connection with or following a declaration by the Agent in accordance with Section 10.2(1)(b) that all amounts required to be paid by the Borrower hereunder are immediately due and payable, or any event that occurs prior to September 20, 2027 that is deemed by the terms of the Newco II Loan Note to be such a demand by the Borrower, as lender under the Newco II Loan Note.

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(100) Reasonable Selling Expenses means all reasonable underwriting fees and selling commissions actually paid by the Agent to arm’s length third parties in connection with the disposition of the Share Collateral by the Agent following a Realization Event, to a maximum of 3% of the gross proceeds of such dispositions, but only to the extent that reasonable supporting documentation for such fees and commissions have been provided to 446 Holdings Inc.

(101) Registration Rights Agreement means the registration rights agreement dated as of the Closing Date among Magna, the Borrower, the Agent, Newco I.5 and Newco II.

(102) Remaining Loan Amount means the greater of (i) zero; and (ii) the lesser of (1) $1,229,280,000 and (2) (X) the product of 14,000,000 and the Initial Price less (Y) the Initial Loan Amount.

(103) Remaining Loan Date means the date four months following the Closing Date (or if such date is not a Business Day, the first Business Day immediately thereafter) or if the obligation of the Lenders to make any further Advances is suspended at such time pursuant to Section 10.2(1) as the result of a continuance of a Default, the third Business Day after such suspension terminates.

(104) Remaining Loan Period means the period commencing on and including the Remaining Loan Date and ending on and including the Maturity Date.

(105) Remedy Notification has the meaning specified in Section 10.2(1).

(106) Required Coverage Ratio means (i) from the Initial Loan Date to the Remaining Loan Date, 2.0; and (ii) from the Remaining Loan Date to the Maturity Date, 1.4285.

(107) Resale Restriction Indemnity means a limited indemnity of the obligations of the Borrower in circumstances where realization upon the Share Collateral by the Agent is restricted due to a hold period under Applicable Law made by Basic Element in favour of the Agent for the benefit of the Lenders.

(108) Responsible Officer means the director of the Borrower appointed by RM.

(109) RM means Open Joint Stock Company Russian Machines, a company existing under the laws of the Russian Federation and its successors.

(110) RM Investment Amount means $1,536,600,000.

(111) Schedules means the schedules attached to and forming part of this Agreement, as particularized in Section 1.15.

(112) Security Documents means the Pledge and Security Agreement and all other Documents creating Liens on the assets of the Borrower in favour of the Agent on behalf of itself and the Lenders, and all other instruments, agreements and documents which have been or may hereafter from time to time be executed in connection therewith, including the Documents set out in Section 7.2.

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(113) Secured Obligations has the meaning given to such term in Section 7.1.

(114) Share means a class A subordinate voting share in the capital of Magna appropriately adjusted for stock splits, stock dividends, reverse stock splits, stock consolidations and similar events, and includes: (i) any securities into which such shares may be converted, reclassified, redesignated, subdivided or consolidated or otherwise changed, (ii) any securities received by the holder of such shares as a result of any merger, amalgamation, reorganization or other similar transaction involving Magna, (iii) any securities of Magna which are received by any one or more persons as a stock dividend or distribution on or in respect of such shares; and (iv) any security, other instrument or right that is exercisable, exchangeable or convertible into, or evidences the rights to acquire, any class A subordinate voting shares of Magna or any of the above securities.

(115) Share Collateral means 20 million Shares owned by Newco II which are pledged to the Borrower as security for the Newco II Loan Note or any other Shares otherwise receivable by the Borrower pursuant to the terms of the Exit Agreement or the Exchange Agreement.

(116) Specified Event of Default means an Event of Default pursuant to any of Section 10.1(1), 10.1(2), 10.1(9) only to the extent such invalidity negatively affects the perfection of the Lenders’ Liens in respect of the Share Collateral, 10.1(11) or 10.1(12).

(117) Spot Price means: (i) for the purpose of making the calculations in Section 7.5, the lesser of (a) the closing price per Share on the NYSE in USD and (b) the USD Equivalent closing price per Share on the Toronto Stock Exchange; and (ii) for the purpose of making the calculations in Section 7.6, the lowest price per Share on the NYSE in USD at any time during the trading session. Following the declaration of a cash dividend by Magna payable to holders of record of the Shares until the date the Shares have commenced trading ex-dividend in respect of such cash dividend, the Spot Price will be the relevant price in paragraph (i) or (ii) above less, in each case, 100% of the gross cash dividend per Share declared by Magna.

(118) Spread means 200 basis points.

(119) Subordinated Note means one or more subordinated notes made by the Borrower in favour of Mallow Capital B.V.I. or any of its Affiliates, as it may be assigned to Mallow Capital B.V.I. or any of its Affiliates, and as the principal amount thereof may be increased or decreased from time to time (i) pursuant to Section 7 or (ii) to pay the initial fee under the Foreign Currency Hedging Agreement.

(120) Subsidiary of a Person means (a) any corporation of which the Person and/or any one of its Affiliates holds, directly or beneficially, other than by way of security only, securities to which are attached more than 50% of the votes that may be cast to elect directors of such corporation, (b) any corporation of which the Person and/or any one of its Affiliates has, through operation of law

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or otherwise, the ability to elect or cause the election of a majority of the directors of such corporation and (c) any partnership, limited or unlimited liability company or joint venture in which such Person and/or one or more Subsidiaries of such Person shall have, directly or indirectly, more than 50% of the votes that may be cast to elect the governing body of such entity.

(121) Sufficient Copies means, in respect of documents required to be delivered under this Agreement, the number of copies of each document equal to the number of Lenders plus the Agent at the time the document is delivered, unless the Borrower is otherwise notified by the Agent.

(122) Suspension Period has the meaning given to such term in the Registration Rights Agreement.

(123) Taxes means all present and future taxes, surtaxes, duties, levies, imposts, rates, fees, assessments, withholdings, dues and other charges of any nature imposed by any Governmental Authority (including income, capital (including large corporations), withholding, consumption, sales, use, transfer, goods and services or other value-added, excise, customs, anti-dumping, countervail, net worth, stamp, registration, franchise, payroll, employment, health, education, business, school, property, local improvement, development, education development and occupation taxes, surtaxes, duties, levies, imposts, rates, fees, assessments, withholdings, dues and charges) together with all fines, interest, penalties on or in respect of, or in lieu of or for non-collection of, those taxes, surtaxes, duties, levies, imposts, rates, fees, assessments, withholdings, dues and other charges.

(124) Three Month LIBOR means:

(a)

the rate per annum equal to the rate determined by the Agent to be the offered rate that appears on the Reuters Screen LIBOR 01 Page (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in US Dollars of approximately the same amount as the Loan Amount with a term of three (3) months, determined as of approximately 11:00 a.m. (London time) on the Interest Determination Date;

(b)

if the rate referenced in the preceding subsection (a) does not appear on such page or service or such page or service shall cease to be available, the rate per annum equal to the rate determined by the Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in US Dollars of approximately the same amount as the Loan Amount with a term of three (3) months, determined as of approximately 11:00 a.m. (London time) on the Interest Determination Date; or

(c)

if the rates referenced in the preceding subsections (a) and (b) are not available, the rate per annum determined by the Agent as the rate of interest (rounded upward to the next 1/100th of 1%) at which deposits in US Dollars of approximately the same amount as the Loan Amount with a term of three (3) months would be offered by the Agent’s London branch to major banks in the offshore US Dollar market at their request at approximately 11:00 a.m. (London time) on the Interest Determination Date.

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(125) Trade Date means the date which is five (5) NYSE Trading Days before the Closing Date.

(126) Transfer means with respect to any Cash Margin and in accordance with the instructions of the Agent irrevocable payment or delivery by wire transfer into one or more bank accounts specified by the Agent.

(127) Two Month LIBOR means:

(a)

the rate per annum equal to the rate determined by the Agent to be the offered rate that appears on the Reuters Screen LIBOR 01 Page (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in US Dollars of approximately the same amount as the Loan Amount with a term of two (2) months, determined as of approximately 11:00 a.m. (London time) on the Interest Determination Date;

(b)

if the rate referenced in the preceding subsection (a) does not appear on such page or service or such page or service shall cease to be available, the rate per annum equal to the rate determined by the Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in US Dollars of approximately the same amount as the Loan Amount with a term of two (2) months, determined as of approximately 11:00 a.m. (London time) on the Interest Determination Date; or

(c)

if the rates referenced in the preceding subsections (a) and (b) are not available, the rate per annum determined by the Agent as the rate of interest (rounded upward to the next 1/100th of 1%) at which deposits in US Dollars of approximately the same amount as the Loan Amount with a term of two (2) months would be offered by the Agent’s London branch to major banks in the offshore US Dollar market at their request at approximately 11:00 a.m. (London time) on the Interest Determination Date.

(128) US Dollars and the symbol “USD” each means lawful money of the United States of America.

(129) US Margin Regulations means Regulation U and T (or any successor regulation regulating or limiting margin loans) of the Board of Governors of the Federal Reserve System (or any successor regulator) of the United States of America.

(130) US Prime Rate means the arithmetic mean of rates of interest publicly announced by five major banks in New York City, selected by the Agent acting reasonably, as their US prime rate or base lending rate as in effect for a specific Business Day.

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(131) USD Equivalent on any day means the amount of US Dollars into which a specified amount of another currency can be converted at the Bank of Canada’s noon spot rate for that day (or at any other rate selected by the Agent acting in a commercially reasonable matter) and if that day is not a Business Day, on the immediately preceding Business Day.

(132) Written or in writing includes printing, typewriting, or any electronic means of communication capable of being legibly reproduced at the point of reception.

1.2

Business Day

If under this Agreement any payment or calculation is to be made, or any other action is to be taken, on or as of a day which is not a Business Day, that payment or calculation is to be made, and that other action is to be taken, as applicable, on or as of the next day that is a Business Day.

1.3

Conflict

If there is a conflict between any provision of this Agreement and any provision of another document contemplated by or delivered under or in connection with this Agreement, the relevant provision of this Agreement is to prevail. If there is any conflict between any provisions of this Agreement and the Exit Agreement, the Exit Agreement is to prevail.

1.4

Currency

Unless otherwise specified, all amounts are stated in US Dollars.

1.5

Time

Time shall be of the essence in all provisions of this Agreement.

1.6

Headings and Table of Contents

The division of this Agreement into sections, the insertion of headings and the provision of a table of contents are for convenience of reference only and are not to affect the construction or interpretation of this Agreement.

1.7

Number and Gender

Unless otherwise specified, words importing the singular include the plural and vice versa and words importing gender include all genders.

1.8

References

Unless otherwise specified, references in this Agreement to Sections and Schedules are to sections of, and schedules to, this Agreement. The terms “this Agreement”, “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular section hereof. Any definition of or reference to any agreement, instrument or other document herein shall be construed as

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referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein).

1.9

Statutory References

Unless otherwise specified, each reference to an enactment is deemed to be a reference to that enactment, and to the regulations made under that enactment, as amended or re-enacted from time to time.

1.10

Time of Day

Unless otherwise specified, references to time of day or date mean the local time or date in Toronto, Ontario.

1.11

Governing Law

This Agreement and each of the Documents are governed by, and are to be construed and interpreted in accordance with, the laws of the Province of Ontario and the laws of Canada applicable in the Province of Ontario, but without prejudice to or limitation of any other rights or remedies available under the laws of any jurisdiction where property or assets of the Borrower may be found.

1.12

Entire Agreement

This Agreement and all Documents constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, negotiations, discussions, undertakings, representations, warranties and understandings, whether written or oral including the Commitment Letter.

1.13

Severability

If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability of that provision will not affect:

(a)

the legality, validity or enforceability of the remaining provisions of this Agreement; or

(b)

the legality, validity or enforceability of that provision in any other jurisdiction.

1.14

Schedules

The following Schedules are attached to and form part of this Agreement:


Schedule		Description
1.1(21)	-	Branches of Account
1.1(30)	-	Commitments
13.1(3)(b)	-	Assignment and Assumption Agreement

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SECTION 2 – REPRESENTATIONS AND WARRANTIES

2.1

Representations and Warranties

The Borrower makes the following representations and warranties to the Agent and each Lender as of the Initial Loan Date and the Remaining Loan Date, all of which shall survive the execution and delivery of this Agreement:

(1) Existence, Power and Qualification. The Borrower (a) is duly incorporated or otherwise formed, organized and validly existing under the laws of its jurisdiction of incorporation, formation, or organization, (b) is up to date in all filings required under those laws except to the extent that failure to make a filing could not reasonably be expected to have a Material Adverse Effect, (c) has the requisite corporate power and authority to own, operate and lease its properties and assets and to conduct the businesses in which it is presently engaged except to the extent that failure to have such power or authority could not reasonably be expected to have a Material Adverse Effect, and (d) is duly qualified under the laws of each jurisdiction where its ownership, lease or operation of properties or assets or the conduct of its business requires qualification except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.

(2) Power and Authority. The execution, delivery and performance by the Borrower of this Agreement, the Security Documents and the other Documents to which it is a party (a) are within its corporate powers, (b) have been duly authorized by all necessary or proper corporate, shareholder or other action, (c) do not conflict with, result in a breach or violation of, or constitute a default under, its constitutional documents, any unanimous shareholders’ agreement, any Applicable Law or any other document to which it is a party or by which it is bound, and (d) do not and will not result in the creation of any Lien, except as set out in the Security Documents and Borrower Documents, upon any of its assets or properties under any agreement or other document, and except in respect of clause (c) above with respect to any Applicable Law or any other document, to the extent a breach, violation, default or creation of any Lien could not reasonably be expected to have a Material Adverse Effect.

(3) Authorization, Execution, Delivery and Binding Effect. Each of this Agreement, the Security Documents and the other Documents executed by the Borrower has been or will be duly authorized, executed and delivered and constitutes or will constitute a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to (a) applicable bankruptcy (in Dutch: faillissement), (provisional) suspension of payments (in Dutch: (voorlopige) surseance van betaling), insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally, (b) the fact that specific performance and injunctive relief may only be given at the discretion of the courts, and (c) the equitable or statutory powers of the courts to stay proceedings before them and to stay the execution of judgments.

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(4) No Approvals Required. (a) The Borrower has obtained all Governmental Approvals which are necessary for the conduct of its business as presently conducted, each of which is in full force and effect, is a good, valid and subsisting approval which has not been surrendered, forfeited or become void or voidable and is unamended, except for those Governmental Approvals which if not obtained or are not in full force and effect could not reasonably be expected to have a Material Adverse Effect, (b) there is no default under any Governmental Approval, nor are there any proceedings in progress, pending or threatened which may result in the revocation, suspension or material adverse modification of the Governmental Approval, except for such defaults or proceedings which could not reasonably be expected to cause a Material Adverse Effect, and (c) no further registration, order, permit, filing, consent, authorization, licence, decree or approval of, from or with any Person (including any Governmental Authority) is necessary or advisable in order to ensure the legality, validity, binding effect and enforceability of this Agreement, the Security Documents, or any other Document or the execution, delivery or performance of the Borrower’s Obligations except for those registrations, orders, permits, filings, consents, authorizations, licences, decrees or approvals necessary to perfect or maintain the perfection of Liens on the Collateral granted pursuant to the Documents, or required in connection with exercise rights or remedies in respect of the Collateral.

(5) Contingent Liabilities and Debt. The Borrower has no contingent liabilities which are not disclosed to the Agent in writing which would have a Material Adverse Effect, nor has the Borrower incurred any Debt which would have a Material Adverse Effect which is not disclosed to the Agent in writing, in each case excluding liabilities or Debt pursuant to the Documents and the Borrower Documents.

(6) Title to Collateral and Liens. The Borrower’s rights in the Collateral are free and clear of any Liens, other than Permitted Liens.

(7) Security Documents. The Security Documents create valid and enforceable Liens upon the Collateral on the terms set out therein, subject only to the terms of this Agreement and the Exit Agreement.

(8) Places of Business. The Borrower’s registered and chief executive offices are in the Netherlands.

(9) No Default or Event of Default. There exists no Default or Event of Default.

(10) Compliance. The Borrower is in compliance with its constitutional documents and is in compliance in all material respects with the Borrower Documents and with all Applicable Laws.

(11) Litigation. No litigation, investigation or proceeding of or before any Governmental Authority, arbitrator, court or administrative agency is pending or, to its knowledge, threatened against it or against its properties, assets or revenues, including the Collateral, which, could reasonably be expected to have a Material Adverse Effect.

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(12) Full Disclosure. No information (other than projections) with respect to the Borrower, the Acquisition and the other transactions contemplated hereby, provided by the Borrower or any of its representatives to the Agent prior to the date hereof, when taken as a whole, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements were or are made.

(13) Tax Returns. The Borrower has filed, or caused to be filed, all material tax returns, the contents of which are true and correct in all material respects, which are required to have been filed and has paid all Taxes shown to be due and payable on those returns or on any assessments made against it and all other Taxes, fees or other charges imposed on it by any Governmental Authority, other than those the amount or validity of which is currently being contested in good faith by appropriate proceedings being diligently pursued, and with respect to which adequate reserves in conformity with Dutch generally accepted accounting principles in effect as of the date hereof have been provided in its books. No Liens for Taxes (other than Permitted Liens) have been filed and, to its knowledge, no material claims are being asserted in writing with respect to any Taxes.

(14) Labour Matters. The Borrower has no employees.

(15) Contracts. The Borrower is not a party to any agreements other than the Agreement, the Security Documents, the Documents, the Investment Documents, the Subordinated Note and the Option Agreements.

(16) Corporate Organization. Other than Newco and Newco II, the Borrower has no Subsidiaries.

2.2

Deemed Repetition

The representations and warranties made in Section 2.1 shall survive the making of the Advances, but shall terminate upon payment and performance of all the Obligations. The representations and warranties made in Section 2.1 shall repeat and be true and correct on the Remaining Loan Date as if made on that date, except to the extent of any such representations and warranties relates to a specific date, in which case such representation and warranty shall be made as of the date to which it relates.

SECTION 3 – THE CREDIT FACILITY

3.1

Establishment of Credit Facility

(1) Subject to the terms and conditions of this Agreement, the Lenders hereby establish in favour of the Borrower a non-revolving term credit facility (the “Credit Facility”) in the maximum principal amount of the Loan Amount.

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(2) The Credit Facility will consist of two Advances. On the Closing Date, the Lenders will advance the Initial Loan Amount to the Borrower. On the Remaining Loan Date, the Lenders will advance the Remaining Loan Amount to the Borrower.

(3) The Credit Facility is non-revolving and any amounts that are repaid may not be reborrowed.

3.2

Obligations of the Lenders and the Agent

(1) Rateable Portion. Subject to the provisions of this Agreement, each Lender agrees to make available its Rateable Portion of each Advance to the Borrower. No Lender shall be responsible for a Commitment of any other Lender. The failure of a Lender to make available an Advance in accordance with its obligations under this Agreement shall not release any other Lender from its obligations. Notwithstanding anything to the contrary in this Agreement, no Lender shall be obligated to make Advances available to the Borrower in excess of its Commitment.

(2) To the extent any Lender fails to make an Advance on the Remaining Loan Date, BNP Paribas SA, as Lender, confirms its commitment to advance the entire Remaining Loan Amount on the Remaining Loan Date.

(3) Separate Obligation. The obligation of each Lender to make its Commitment available to the Borrower is a separate obligation between each Lender and the Borrower, and that obligation is not the several or joint and several obligation of any other Lender.

3.3

Availability of Credit Facility

Notwithstanding any other provision of this Agreement the Borrower may borrow only up to the amount of the Loan Amount.

3.4

Purpose

The proceeds of the Advance of the Initial Loan Amount made under the Credit Facility shall be used solely to finance the extension of credit by the Borrower to Newco II pursuant to the Newco II Loan Note. The proceeds of the Advance of the Remaining Loan Amount made under the Credit Facility shall be used to prepay the extension of credit by Mallow Capital B.V.I. to the Borrower pursuant to the Subordinated Note.

3.5

Deposit of Proceeds of Loans and Discount Proceeds

The Agent shall credit the Initial Loan Amount to the Borrower’s Account on the Initial Loan Date and shall credit the Remaining Loan Amount to the Borrower’s Account on the Remaining Loan Date.

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3.6

Evidence of Obligations

The Agent shall open and maintain at its Branch of Account, accounts and records evidencing the Obligations of the Borrower to each Lender with respect to Advances made available by that Lender. The Agent shall record in those accounts by appropriate entries all amounts on account of those Obligations and all payments on account thereof. Those accounts and records will constitute, in the absence of manifest error, prima facie evidence of those Obligations from time to time, the date each Advance was made and the amounts that the Borrower has paid from time to time on account of those Obligations.

SECTION 4 – INTEREST, FEES AND EXPENSES

4.1

Interest on the Credit Facility

(1)	*Rate.*

(a)

From the Closing Date until the Interest Payment Date immediately prior to the Remaining Loan Date, the Borrower shall pay to the Agent on behalf of the Lenders interest on the outstanding Advances at the Agent’s Account for Payments at an annual rate of interest equal to One Month LIBOR plus the Spread.

(b)

Following the Interest Payment Date immediately prior to the Remaining Loan Date until, but not including, the Interest Payment Date immediately prior to the Maturity Date, the Borrower shall pay to the Agent on behalf of the Lenders interest on the outstanding Advances at the Agent’s Account for Payments at an annual rate of interest equal to Three Month LIBOR plus the Spread.

(c)

On the Interest Payment Date immediately prior to the Maturity Date, the Borrower shall pay to the Agent on behalf of the Lenders interest on the outstanding Advances at the Agent’s Account for Payments at an annual rate of interest equal to Two Month LIBOR plus the Spread.

(2) Change in Rate. Without limiting Section 4.1(4), each change in the fluctuating interest rate applicable to the Credit Facility will take place simultaneously with the corresponding change in LIBOR without the necessity for any notice to the Borrower.

(3) Calculation. The present value of interest on the outstanding Advances shall be payable in advance on the Closing Date and every Interest Payment Date and for the period from and including the Closing Date or the preceding Interest Payment Date, as applicable, to but excluding the first-mentioned Interest Payment Date and shall be calculated on a daily basis on the Loan Amount remaining unpaid on the basis of the actual number of days elapsed in a year of 360 days. The present value shall be calculated by discounting the interest on the outstanding Advances by (i) from the Closing Date until the Interest Payment Date immediately prior to the Remaining Loan Date, One Month LIBOR; (ii) following the Interest Payment Date immediately prior to the Remaining Loan Date until, but not including, the Interest Payment Date immediately prior to the Maturity Date, Three Month LIBOR and (iii) On the

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Interest Payment Date immediately prior to the Maturity Date, Two Month LIBOR. Interest so paid in advance by the Borrower shall be held by the Agent and distributed to the Lenders on the following Interest Payment Date or, in respect of the final interest payment, on the Maturity Date.

(4) Determination by Agent. Each determination by the Agent of the rate of interest applicable to the Loan shall, in the absence of manifest error, be final, conclusive and binding upon the Borrower and the Lenders. Upon determination of the rate of interest applicable on the Interest Determination Date, the Agent shall notify the Borrower and each Lender of that rate.

4.2

Fees

The Borrower shall pay all fees to the Agent as set out in the Fee Letter.

4.3

Interest on Overdue Amounts

The Borrower shall pay to the Agent on behalf of the Lenders interest on overdue amounts both before and after demand, default and judgment at a rate per annum equal to the aggregate of LIBOR, the Spread and 2% per annum, in each case calculated on a daily basis on the actual number of days elapsed in a 360 day year computed from the date the amount becomes due for so long as the amount remains overdue. Such interest shall be payable upon demand made by the Agent and shall be compounded on each Interest Payment Date.

4.4

Interest Act

For purposes of the Interest Act (Canada), where in this Agreement a rate of interest is to be calculated on the basis of a year of 360, 365 or 366 days, the yearly rate of interest to which the rate is equivalent is the rate multiplied by the number of days in the year for which the calculation is made and divided by 360, 365 or 366, as applicable.

4.5

Limit on Rate of Interest

(1) Adjustment. If any provision of this Agreement or any of the other Documents would obligate the Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Lender of interest at a criminal rate (as construed under the Criminal Code (Canada)), then notwithstanding that provision, that amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or result in a receipt by that Lender of interest at a criminal rate, the adjustment to be effected, to the extent necessary, as follows:

(a)

firstly, by reducing the amount or rate of interest required to be paid to the affected Lender under this Section 4; and

(b)

thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of Section 347 of the Criminal Code (Canada).

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(2) Reimbursement. Notwithstanding Section 4.5(1), and after giving effect to all adjustments contemplated thereby, if any Lender shall have received an amount in excess of the maximum permitted by the Criminal Code (Canada), then the Borrower shall be entitled, by notice in writing to the affected Lender, to obtain reimbursement from that Lender in an amount equal to the excess, and pending reimbursement, the amount of the excess shall be deemed to be an amount payable by that Lender to the Borrower.

(3) Actuarial Principles. Any amount or rate of interest referred to in this Section 4.5 shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Advance remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of interest (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Agent shall be conclusive for the purposes of that determination.

4.6

Change in Circumstances

(1) Reduction in Rate of Return. If at any time any Lender determines, acting reasonably, that any change in any Applicable Law or any interpretation thereof after the date of this Agreement, or compliance by the Lender with any direction, requirement, guidelines or policies or request from any regulatory authority given after the date of this Agreement, whether or not having the force of law, has or would have, as a consequence of a Lender’s obligation under this Agreement, and taking into consideration the Lender’s policies with respect to capital adequacy, the effect of reducing the rate of return on the Lender’s capital to a level below that which the Lender would have achieved but for the change or compliance, then from time to time, upon demand of the Lender, the Borrower shall pay the Lender such additional amounts as will compensate the Lender for the reduction.

(2) Reserves, Capital Adequacy, etc. If, after the date of this Agreement, the introduction of any Applicable Law or any change or introduction of a change in any Applicable Law or in the interpretation or application thereof by any court or by any Governmental Authority, central bank or other authority or entity charged with the administration thereof, or any change in the compliance of any Lender therewith now or hereafter:

(a)

imposes, modifies or deems applicable any reserve, special deposit, deposit insurance or similar requirement against assets held by, or deposits in or for the account of, or loans by or any other acquisition of funds by, an office of any Lender in respect of any Advance or any other condition with respect to this Agreement; or

(b)

imposes on a Lender or expects there to be maintained by a Lender any additional capital in respect of the Credit Facility;

and the result of any of the foregoing, in the sole determination of the Lender acting reasonably, shall be to increase the cost to, or reduce the amount received or receivable by the Lender or its effective rate of return in respect of making, maintaining or funding an Advance hereunder, the Lender shall, acting reasonably, determine that amount of money which shall compensate the Lender for the increase in cost or reduction in income.

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(3) Payment of Additional Compensation. Upon a Lender having determined that it is entitled to compensation in accordance with the provisions of this Section 4.6 (“Additional Compensation”), the Lender shall promptly so notify the Borrower and the Agent and shall provide to the Borrower and the Agent a photocopy of the relevant Applicable Law or request, as applicable, a certificate of an officer of the Lender setting forth the Additional Compensation and the basis of calculation thereof, which shall be conclusive evidence of the Additional Compensation in the absence of manifest error. The Borrower shall pay to the Lender within 30 Business Days of the giving of notice the Additional Compensation for the account of the Lender accruing from the date of the notification. The Lender shall be entitled to be paid Additional Compensation from time to time to the extent that the provisions of this Section 4.6 are then applicable notwithstanding that the Lender has previously been paid Additional Compensation. Notwithstanding the foregoing, the Borrower shall not be required to compensate a Lender pursuant to this Section 4.6 for any Additional Compensation incurred more than 90 days prior to the date that such Lender notifies the Borrower of the change giving rise to such Additional Compensation and of such Lender’s intention to claim Additional Compensation therefor; provided further that if the change giving rise to such Additional Compensation is retroactive, then the 90 day period referred to above shall be extended to include the period of retroactive effect thereof.

(4) Commercially Reasonable. If it is commercially reasonable in the opinion of a Lender receiving Additional Compensation under this Section 4.6, the Lender shall make reasonable efforts to limit the incidence of that Additional Compensation, including seeking recovery for the account of the Borrower following the Borrower’s request and at the Borrower’s expense, if the Lender, in its sole determination, would suffer no appreciable economic, legal, regulatory or other disadvantage as a result.

(5) Coordination. This Section 4.6 does not apply to Tax matters, which are exclusively addressed in Section 6.2.

4.7

Payment of Portion; Replacement of Lenders under Certain Circumstances

(1) Notwithstanding any other term or condition of this Agreement, if a Lender gives the notice provided for in Section 4.6 with respect to any Advance (an “Affected Borrowing”), the Borrower may, at its option, upon fifteen (15) Business Days notice to that Lender (which notice shall be irrevocable), repay to the Lender in full the Affected Borrowing outstanding together with accrued and unpaid interest (which shall be paid by the Agent to the extent the Borrower has prepaid interest in accordance with Section 4.1(3)) on the principal amount so repaid up to the date of repayment, together with such Additional Compensation as may be applicable to the date of payment.

(2) The Borrower shall be permitted to replace any Lender (a) that requests Additional Compensation pursuant to Section 4.6(2), (b) that is affected by changes in Applicable Law as set out in Section 4.8, (c) that defaults in its obligation to make Advances

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hereunder, or (d) that fails to approve any amendment which, pursuant to Section 14.1, requires the approval of each Lender, provided, that such amendment is approved by at least the Majority Lenders, with a replacement financial institution or other entity; provided that (i) such replacement does not conflict with any Applicable Law, (ii) the replacement financial institution or other entity shall purchase, at par, all Advances and other amounts owing to such replaced Lender on or prior to the date of replacement, (iii) the replacement financial institution or other entity, if not already a Lender, shall be reasonably satisfactory to the Agent and otherwise an Eligible Institution, (iv) the replaced Lender and replacement Lender shall be obligated to make such replacement in accordance with the provisions of Section 13 (including, without limitation, obtaining the consents provided for therein), (v) the Borrower shall pay all Additional Compensation (if any) required pursuant to Section 4.6(2), as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Agent or any other Lender shall have against the replaced Lender.

4.8

Illegality

(1) If after the date a Lender becomes party to this Agreement, any change in Applicable Law or in the interpretation or application thereof by any court or by any Governmental Authority or central bank or comparable agency or any other entity charged with the interpretation or administration thereof, or compliance by such Lender with any request or direction (whether or not having the force of law) of any Governmental Authority, central bank or comparable agency or other entity, now or hereafter makes it unlawful or impossible for such Lender to make, fund or maintain an Advance or to perform its obligations under or by virtue of this Agreement (an “Illegality”),

(a)

such Lender will promptly provide notice of the Illegality to the Borrower and the Agent;

(b)

such Lender shall, as a condition to exercising any rights available under Section 4.8(1)(c) ,use all commercially reasonable efforts to resolve the Illegality by transferring such Advance to (i) another of its branches or Affiliates which qualifies as an Eligible Institution; (ii) another Lender; or (iii) to any Eligible Institution. Without limiting the Borrower’s rights under Section 4.7, in the event such Lender is able to find an Eligible Institution to accept the transfer of such Advance, the Borrower may (i) agree to compensate such Lender for any loss, cost or expense suffered or incurred by such Lender by virtue of a transfer to such Eligible Institution, not including loss of profit; (ii) if such loss, cost or expense is more than incidental administrative costs, require such Lender to continue to transfer such Advance in the period specified in Section 4.8(1)(c); or (iii) if such loss, cost or expense is only incidental administrative costs, pay forthwith (or at the end of such longer period as such Lender in its discretion has agreed) the principal amount of the Advance together with accrued interest (which shall be paid by the Agent to the extent the Borrower has prepaid interest in accordance with Section 4.1(3)) without penalty or bonus and such Additional Compensation as may be applicable to the date of payment and all other outstanding Obligations to such Lender; and

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(c)

if, after 20 days, such Lender, is unsuccessful in transferring such Advance (including as a result of the Borrower refusing to pay such Lender’s loss, cost or expense pursuant to Section 4.8(1)(b)), such Lender may terminate its obligation to make further Advances and require the Borrower to pay forthwith (or at the end of such longer period as such Lender in its discretion has agreed) the principal amount of the Advance together with accrued interest (which shall be paid by the Agent to the extent the Borrower has prepaid interest in accordance with Section 4.1(3)) without penalty or bonus and such Additional Compensation as may be applicable to the date of payment and all other outstanding Obligations to such Lender.

(2) Notwithstanding anything in Section 4.8(1), if any change in Applicable Law or in the interpretation or application thereof by any court or by any Governmental Authority or central bank or comparable agency or any other entity charged with the interpretation or administration thereof, or compliance by any Lender with any request or direction (whether or not having the force of law) of any Governmental Authority, central bank or comparable agency or other entity, now or hereafter has the sole effect of making it unlawful or impossible for a Lender to make an Advance for which the rate of interest is determined with reference to LIBOR, the Agent shall promptly, upon becoming aware of such change, notify the Borrower and the Borrower hereby instructs the Agent to substitute the US Prime Rate for LIBOR in calculating the rate of interest applicable to the Credit Facility.

4.9

Substitute Basis of Advance

If, at any time during the term of this Agreement, the Agent acting in good faith determines (which determination shall be final, conclusive and binding upon the Borrower) that:

(a)

adequate and fair means do not exist for ascertaining LIBOR, or

(b)

the making, funding or maintaining of the Credit Facility or a portion thereof by a Lender has become impracticable by reason of circumstances which materially and adversely affect the London interbank market, or

(c)

deposits in US Dollars are not available to a Lender in the London interbank market in sufficient amounts in the ordinary course of business to make, fund or maintain the Credit Facility,

the Agent shall promptly notify the Borrower setting forth the basis of that determination and the Borrower hereby instructs the Agent to substitute the US Prime Rate for LIBOR in calculating the rate of interest applicable to the Credit Facility.

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4.10

Mitigation Obligations

If any Lender makes any claim with respect to the foregoing provisions, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Advances hereunder or to assign its rights and obligations hereunder in accordance with Section 13 to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous in any material respect to such Lender.

4.11

Indemnity

(1) General. The Borrower shall indemnify the Agent and each Lender and their respective directors, officers, employees, attorneys and agents (each, an “Indemnified Person”) against all suits, actions, proceedings, claims, losses (other than loss of profits), damages and liabilities, and related reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) (each, a “Claim”) that the Agent or the Lender may sustain or incur as a consequence of (a) any default by the Borrower under this Agreement or any other Document, or (b) any misrepresentation by the Borrower contained in any writing delivered to the Agent or any Lender in connection with this Agreement, or (c) the Agent or the Lender entering into this Agreement, or (d) the use of proceeds of the Credit Facility by the Borrower, or (e) the operations of the Borrower, except that no Indemnified Person will be indemnified for any Claim to the extent resulting from its own gross negligence or wilful misconduct.

(2) Certificate. A certificate of the Agent or the affected Lender, as the case may be, setting out the basis for the determination of the amount necessary to indemnify the Agent or the Lender pursuant to this Section 4.11 shall be conclusive evidence, absent manifest error, of the correctness of that determination.

(3) Survival. It is the intention of the Borrower, the Agent and each Lender that this Section 4.11 shall supersede any other provisions in this Agreement which in any way limit the liability of the Borrower and that the Borrower shall be liable for any obligations arising this Section 4.11 even if the amount of the liability incurred exceeds the amount of the other Obligations. The obligations of the Borrower under these Sections are absolute and unconditional and shall not be affected by any act, omission or circumstance whatsoever, whether or not occasioned by the fault of the Agent or a Lender, except in respect of gross negligence or wilful misconduct by it. The obligations of the Borrower under this Section 4.11 shall survive the repayment of the other Obligations and the termination of the Credit Facility.

SECTION 5 – REDUCTION AND REPAYMENT

5.1

Term and Maturity

The term of the Credit Facility shall commence on the Closing Date and, subject to the provisions of Sections 5.3 and 5.4, end on the Maturity Date.

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5.2

Repayment

All Advances and other amounts outstanding under the Credit Facility including unpaid principal, interest and fees shall be paid in accordance with the terms of this Agreement and the Fee Letter, and the Credit Facility shall be cancelled, on the Maturity Date.

5.3

Mandatory Repayment

(1) If the closing price per Share on the NYSE in USD on any NYSE Trading Day, is less than the lesser of (x) 50% of the Initial Price and (y) $50.00 (in each case subject to adjustment by the Agent to account for stock splits, stock dividends, reverse stock splits, stock consolidations and similar events) then the Agent has the right within the ten (10) following NYSE Trading Days to immediately require the Borrower to forthwith repay the Outstanding Loan Amount and all accrued interest (which shall be paid by the Agent to the extent the Borrower has prepaid interest in accordance with Section 4.1(3)) and to cancel the Credit Facility.

(2) The Borrower shall reimburse each Lender for and hold each Lender harmless against any loss, cost or expense suffered or incurred by the Lender by virtue of the necessity to resort to Section 5.3(1) including any expenses which the Lender incurs by reason of the liquidation or re-deployment of deposits or other funds acquired by the Lender to maintain its obligations under this Agreement and any interest or other charges payable to lenders of funds borrowed by the Lender in order to maintain the obligations of the Lender under this Agreement, but not including loss of profit.

5.4

Voluntary Prepayment

(1) From time to time, prior to the Maturity Date, the Borrower may permanently repay, in whole or in part, the Advances provided that (a) all accrued interest with respect to the amount to be repaid shall have been paid (or shall be paid by the Agent to the extent the Borrower has prepaid interest in accordance with Section 4.1(3)); and (b) if such repayment is prior to the first anniversary of the date hereof, the Borrower shall pay the Prepayment Fee to the Agent as set out in the Fee Letter. The Borrower shall give to the Agent at least three (3) Business Days’ prior written notice (or one (1) Business Day’s prior written notice at any time following delivery of a Remedy Notification) indicating its intention to make any permanent repayment, the amount of the permanent repayment and the date of the permanent repayment, provided that the written notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, transactions or borrowings in general, in which case such notice may be revoked on or before the stated date of prepayment by the Borrower. Each such prepayment shall be in the minimum aggregate amounts of $50,000,000, respectively or whole multiples of $10,000,000 in excess thereof. The Loan Amount shall be permanently reduced by the amount of such prepayment.

(2) The Borrower shall reimburse each Lender for and hold each Lender harmless against any loss, cost or expense suffered or incurred by the Lender by virtue of the Borrower resorting to Section 5.4(1) including any expenses which the Lender incurs by reason of the liquidation or re-deployment of deposits or other funds acquired by the Lender to maintain its obligations under this

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Agreement and any interest or other charges payable to lenders of funds borrowed by the Lender in order to maintain the obligations of the Lender under this Agreement, but not including loss of profit.

SECTION 6 – PAYMENTS AND TAXES

6.1

Payments Generally

All amounts owing in respect of the Credit Facility, whether on account of principal, interest, margin or fees or otherwise, shall be paid in US Dollars. Each payment under this Agreement shall be made for value on the day the payment is due, provided that if that day is not a Business Day, the payment shall be due on the Business Day next following the day, unless the Business Day next following the day is in the next following month, in which event the payment shall be made on the immediately preceding Business Day. All interest and other fees shall continue to accrue until payment has been received by the Agent. Each payment shall be made, and each payment made hereunder shall be credited for same day value if received, at the Agent’s Account for Payments at or before 1:00 p.m. on the day the payment is due. Receipt by the Agent from the Borrower of funds under this Agreement, as principal, interest, fees or otherwise, shall be deemed to be receipt of those funds by the Lenders.

6.2

Taxes

(1) Payments. All payments to be made by or on behalf of the Borrower under or with respect to this Agreement are to be made free and clear of and without deduction or withholding for, or on account of, any present or future Taxes, unless such deduction or withholding is required by Applicable Law. If the Borrower is required to deduct or withhold any Taxes from any amount payable to the Agent or any Lender, (a) the amount payable shall be increased as may be necessary so that, after making all required deductions or withholdings (including deductions and withholdings applicable to, and taking into account all Taxes on, or arising by reason of the payment of, additional amounts under this Section 6.2(1), the Agent or the Lender, as the case may be, receives and retains an amount equal to the amount that it would have received had no such deductions or withholdings been required, (b) the Borrower shall make such deductions or withholdings, and (c) the Borrower shall remit the full amount deducted or withheld to the relevant taxing authority in accordance with Applicable Laws. Notwithstanding the foregoing or any other provision in this Agreement, the Borrower shall not be required to pay additional amounts in respect of Excluded Taxes.

(2) Indemnity. The Borrower shall indemnify the Agent and the Lenders for the full amount of any Taxes (other than Excluded Taxes) imposed by any jurisdiction on amounts payable by the Borrower under this Agreement and paid by the Agent or any Lender and any liability (including penalties, interest and reasonable expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally asserted, and any Taxes levied or imposed with respect to any indemnity payment made under this Section 6.2. The Borrower shall also indemnify the Agent and the Lenders for any Taxes (other than Excluded Taxes) that may arise as a consequence of the execution, sale, transfer, delivery or registration of, or otherwise with respect to this Agreement or any other Document. The indemnifications contained in this Section 6.2(2) shall be made within 30 days after the date the Agent makes written demand therefor.

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(3) Evidence of Payment. Within 30 days after the date of any payment of Taxes by the Borrower, the Borrower shall furnish to the Agent, to the extent available, the original or a certified copy of a receipt evidencing payment by the Borrower of any Taxes with respect to any amount payable to the Agent and the Lenders hereunder.

(4) Excluded Taxes. For the purpose of this Section 6.2, “Excluded Taxes” means, in relation to the Agent or any Lender, (a) any net income, capital or similar Taxes imposed on the net income or capital of the Agent or the Lender by a Governmental Authority as a result of the Agent or such Lender (i) carrying on a trade or business or having a permanent establishment in the jurisdiction of the Governmental Authority imposing such Taxes or a political subdivision thereof, (ii) being organized under the laws of such jurisdiction of the Governmental Authority imposing such Taxes or a political subdivision thereof, or (iii) being or being deemed to be resident in such jurisdiction of the Governmental Authority imposing such Taxes or a political subdivision thereof; (b) any “branch profits” or similar Taxes; (c) any withholding Taxes that are in effect and would apply to amounts payable to the Agent or such Lender at the time the Agent or such Lender becomes a party to this Agreement (or designates a new lending office) (except to the extent that the Agent or such Lender (or its assignee, if any) was entitled, immediately prior to the designation of a new lending office (or an assignment) to receive additional amounts with respect to such withholding Taxes pursuant to this Section 6.2); and (d) any withholding Taxes imposed on the Agent or such Lender as a result of the Agent’s or such Lender’s failure to comply with the covenant of Section 6.2(6).

(5) Survival. The Borrower’s obligations under this Section 6.2 shall survive the termination of this Agreement and the payment of all amounts payable under or with respect to this Agreement.

(6) Tax Documentation. If and to the extent applicable, the Agent and each Lender agrees to comply with any Tax documentation requirement in order to eliminate or reduce any withholding Taxes on any amounts payable to the Agent or such Lender.

6.3

No Set-Off

All payments to be made by the Borrower shall be made without set-off or counterclaim and without any deduction of any kind.

6.4

Application of Payments After Exercise of Rights Under Section 10.2

All payments made by or on behalf of the Borrower after the exercise of any rights arising under Section 10.2 shall be paid to the Agent and distributed among the Lenders in accordance with their respective Rateable Portions (or, as the case may be, to or among the Agent, the Lender or the Lenders to whom those payments are owing) in each instance in the following order:

(a)

firstly, in payment of all applicable fees owing to the Agent pursuant to the Fee Letter;

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(b)

secondly, to the payment of the principal amount of any Obligations outstanding under this Agreement and then to the payment of accrued and unpaid interest thereunder;

(c)

thirdly, to Obligations representing the reasonable out-of-pocket costs and expenses of any realization against the Borrower or of its property and assets, including the reasonable out-of-pocket expenses of the Agent and the reasonable fees and out-of-pocket expenses of counsel, consultants and other advisers employed in connection therewith and in payment of all reasonable out-of-pocket costs and expenses incurred by the Agent in connection with the administration and enforcement of this Agreement or the other Documents, to the extent that those funds, costs and expenses shall not have been reimbursed to the Agent; and

(d)

fourthly, in payment of the balance, if any, to the Borrower or such other person or persons who may be entitled at law or, in each case, their respective successors or assigns, or as a court of competent jurisdiction may otherwise direct.

SECTION 7 – SECURITY AND MARGINING REQUIREMENTS

7.1

Maximum Amount Secured

On any Business Day during the term of this Agreement, the total amount of Obligations secured by the Collateral shall be such amount of the Obligations (the “Secured Obligations”) as shall not exceed the sum of (i) the product of 0.80 and the RM Investment Amount and (ii) all Reasonable Selling Expenses.

7.2

Security Documents

(1) The Borrower shall cause the Pledge and Security Agreement to be executed and delivered to the Agent on behalf of the Lenders to secure the Obligations, in a form and substance reasonably satisfactory to the Agent.

(2) Immediately following the execution and delivery of the Pledge and Security Agreement and in any case no later than five (5) Business Days after the date of the Pledge and Security Agreement, the Borrower shall take all necessary steps to register the Pledge and Security Agreement with the relevant tax authorities in the Netherlands and provide, when available, a copy of the date stamped confirmation of receipt and of the registered Pledge and Security Agreement to the Agent without delay.

7.3

Collateral

(1) The Collateral shall be held by CIBC Mellon Trust Company or a financial institution qualified to conduct business as a bank or trust company under the Applicable Laws of Canada or the United States of America and having (together with its controlling

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shareholder, provided that such controlling shareholder is also a bank, bank holding company or trust company under the Applicable Laws of Canada or the United States) total assets of at least $5,000,000,000.

(2) Other than to the extent required to realize on any of the Collateral in a manner that complies with the Exit Agreement, the Agent and the Lenders shall not have any claim against Newco, Newco I.5, Newco II or any of their assets and under no circumstances shall the Agent or the Lenders be entitled to exercise any rights of the Borrower under the Investors Agreement or the Newco II Unanimous Shareholders Agreement.

7.4

Initial Obligation to Deliver Share Collateral to Satisfy Required Margin

(1) On the Initial Loan Date, as continuing collateral for the repayment and the performance of all the Secured Obligations, the Borrower shall deliver to the Agent the share certificates representing the Share Collateral. Such share certificates shall be endorsed in favour of the Agent or in blank or accompanied by share transfer powers of attorney satisfactory to the Agent.

(2) The Share Collateral shall be certificated and remain registered in the name of Newco II until the occurrence of a Realization Event.

(3) Prior to the occurrence of a Realization Event:

(a)

Newco II shall be entitled to receive all cash dividends or other cash distributions on, or in respect of, the Share Collateral free of any Liens created by the Security Documents;

(b)

Newco II shall be entitled to vote the Share Collateral; and

(c)

The Borrower shall send to Newco and Newco II any notices of default received from the Agent under this Agreement, promptly after receipt of any such notices and keep Newco and Newco II updated, on a timely basis, on further developments related to such defaults and the consequences thereof; provided that the Agent shall not send the Borrower any notice of an Event of Default or any other action that would cause a Realization Event except in accordance with Section 10.2.

7.5

Obligation to Maintain Required Margin

(1) If on any Business Day after the Initial Loan Date, the Coverage Ratio is less than the product of 0.925 and the Required Coverage Ratio, then, no later than two (2) Business Days following receipt by the Borrower of a written demand by the Agent, the Borrower shall Transfer to the Agent’s Account for Payments an amount of Cash Margin such that the Coverage Ratio is equal to the appropriate Required Coverage Ratio.

(2) If on any Business Day, the Coverage Ratio is greater than the product of 1.081 and the Required Coverage Ratio and provided that no Event of Default shall have occurred and is continuing, and no other event has occurred and is continuing which, with the giving of notice or the lapse of time or both, would constitute an Event of Default, the Agent will Transfer, no later than two

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Business Days following such Business Day, to the Borrower’s Account Cash Margin in an amount equal to the lesser of (i) the amount required such that after such Transfer the Coverage Ratio will be equal to the Required Coverage Ratio and (ii) the amount of the Cash Margin.

(3) The Agent shall pay interest to the Borrower at the Federal Funds Rate on the Cash Margin Balance.

7.6

Accelerated Margin Call Event

If at any time on any Business Day, the Coverage Ratio is less than the product of 0.875 and the Required Coverage Ratio, then no later than the Business Day following receipt by the Borrower of a written demand by the Agent, the Borrower shall Transfer to the Agent’s Account for Payments an amount of Cash Margin such that the Coverage Ratio is equal to the appropriate Required Coverage Ratio.

7.7

Transfer of Title

Each party agrees that all right, title and interest in and to any Cash Margin which it transfers to the other party under the terms of this Section 7 shall vest in the recipient free and clear of any Liens or any other interest of the transferring party or of any third person.

7.8

No Security Interest

Nothing in this Section 7 is intended to create or does create in favour of the Agent or any Lender any Lien in any Cash Margin Transferred by the Borrower to the Agent.

7.9

Borrowing to Meet Margin Call

The Borrower may borrow additional amounts under an existing or newly created Subordinated Note, and the principal amount of any Subordinated Note may be increased, in order for the Borrower to satisfy any Obligations, including, but not limited to, amounts payable pursuant to Sections 7.5 and 7.6.

7.10

Returned Cash Margin

The Borrower may use any Cash Margin paid to it by the Agent under this Section 7 to repay amounts owing under any Subordinated Note.

7.11

Newco II Pledge Agreement

For purposes of the pledge agreement between the Borrower and Newco II securing Newco II’s obligations under the Newco II Loan Note, the parties to this Agreement agree that the Agent will be the “RM Sub nominee” as contemplated by Section 1.2 of such pledge agreement.

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SECTION 8 – CONDITIONS PRECEDENT

8.1

Conditions Precedent to Disbursements of Advances

The obligation of each Lender to make available the Advance on the Initial Loan Date and the Remaining Loan Date is subject to and conditional upon the satisfaction of the following conditions:

(1) Delivery of Documents. The Agent shall have received Sufficient Copies, in form and substance reasonably satisfactory to the Agent, of the following:

(a)

this Agreement duly executed by all the parties thereto;

(b)

each Security Document duly executed by all the parties thereto;

(c)

the Basic Element Limited Indemnity duly executed by all the parties thereto;

(d)

a director’s certificate from the Borrower, reasonably satisfactory to the Agent, certifying (i) that the Borrower’s security interest in the Share Collateral is free and clear of all Liens other than Permitted Liens; (ii) that the execution and delivery of the Documents and the performance of the Borrower’s obligations thereunder will not violate any contracts or orders to which the Borrower is a party or by which it is otherwise bound, except as could not reasonably be expected to have a Material Adverse Effect and (iii) that there is no litigation pending, or to the knowledge of the Borrower, threatened against the Borrower which could reasonably be expected to have a Material Adverse Effect except as set out in such director’s certificate;

(e)

an officer’s certificate from Newco II, reasonably satisfactory to the Agent, certifying (i) that Newco II owns the Share Collateral beneficially and of record and that the Share Collateral is free and clear of all Liens other than Permitted Liens; (ii) that the execution and delivery of the Newco II Agreements and the performance of Newco II’s obligations thereunder will not violate any contracts or orders to which Newco II is a party or by which it is otherwise bound, except as could not reasonably be expected to have a Material Adverse Effect and (iii) that there is no litigation pending, or to the knowledge of Newco II, threatened against Newco II which could reasonably be expected to have a Material Adverse Effect except as set out in such officer’s certificate;

(f)

an officer’s certificate from Magna addressed to the Agent and Lenders, reasonably satisfactory to the Agent, certifying that (i) Magna is currently a reporting issuer in good standing in every province of Canada; (ii) Magna is eligible to participate in the short form prospectus and shelf prospectus system; (iii) no cease trade order is currently outstanding in respect of the Shares; and (iv) the outstanding Shares are listed for trading on the Toronto Stock Exchange and the NYSE;

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(g)

true copies of the Assignment Agreement and the Subordinated Note each executed by all parties thereto certified by an appropriate officer of the Borrower;

(h)

true copies of all Newco II Agreements each executed by all parties thereto certified by an appropriate officer of Newco II;

(i)

a certificate of the Borrower dated the Closing Date executed by an appropriate director of the Borrower certifying:

(i)

the names and the specimen signatures of the Persons authorized to sign this Agreement, the Security Documents and the other Documents to be executed and delivered by the Borrower under this Agreement;

(ii)

that the constitutional documents, consisting of the deed of incorporation containing the current articles of association and an original extract from the Chamber of Commerce Commercial Register, of the Borrower, which shall be attached thereto, are complete and correct copies and that the constitutional documents have not been amended, modified or supplemented and are in full force and effect;

(iii)

a copy of the written resolution of the managing board (in Dutch: het bestuur) of the Borrower, signed by all members of the managing board (in Dutch: bestuurders):

(A)

approving the terms of, and the transactions contemplated by, this Agreement, the Security Documents and the other Documents to which it is a party and resolving that it shall execute all Documents to which it is a party;

(B)

authorising a specified person or persons to execute the Documents to which it is a party on its behalf; and

(C)

authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Documents to which it is a party;

(iv)

that all other authorizations necessary to authorize the execution and delivery of and the performance by the Borrower of its obligations under this Agreement, the Security Documents and the other Documents to which it is a party and all the transactions contemplated thereby have been obtained by the Borrower and are in full force and effect;

(j)

a certificate of the sole holder of the issued shares in the capital of the Borrower dated the Closing Date executed by an appropriate director of the sole holder of the issued shares in the capital of the Borrower certifying:

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(i)

a copy of a resolution signed by the sole holder of the issued shares in the capital of the Borrower:

(A)

approving the terms of, and the transactions contemplated by, the Documents to which the Borrower is a party; and

(B)

appointing each member of the managing board to represent the Borrower in respect of entering into the Documents to which it is a party and the transactions contemplated thereby in case of a conflict of interest;

(k)

opinions (pursuant to the laws of the Province of Ontario and the federal laws of Canada applicable therein and pursuant to the laws of the Netherlands) from counsel to the Borrower addressed to the Agent and the Lenders substantially in the form of Exhibits C-1 and C-2 ;

(l)

an opinion (pursuant to the laws of the Province of Ontario and the federal laws of Canada applicable therein) from counsel to Newco II addressed to the Agent and the Lenders substantially in the form of Exhibit D; and

(m)

an opinion from counsel to Magna addressed to the Agent and Lenders substantially in the form of Exhibit E.

(2) Registration of Security Documents. Filings with the proper authorities in all applicable jurisdictions (including the Province of Ontario) of all required financing statements under the applicable personal property security legislation sufficient to perfect the Borrower’s security interest in the collateral of Newco II granted under the Newco II Agreements.

(3) Searches. Searches made in the personal property security registries of all relevant jurisdictions (including the Province of Ontario) against Newco II and the Borrower which disclose no liens, security interest or other adverse claims in or against the Shares or other collateral standing as security under the Newco II Agreements or the Documents, as the case may be, other than the ownership interest of Newco II, the security interest of the Borrower and the security interest of the Agent.

(4) Shelf Prospectus. A base shelf prospectus shall have been filed by Magna and receipted by the applicable securities regulatory authorities in the Province of Ontario, with the Agent and /or Newco II, as applicable, as selling securityholders, in relation to a distribution of the Share Collateral in the Province of Ontario and kept updated on a continuous basis, by way of prospectus amendment when required, until the earlier of the Maturity Date or completion of the distribution in connection with the Agent’s realization upon the Share Collateral.

(5) Fees. All fees for which invoices have been provided at least two (2) Business Days prior to the Closing Date payable in accordance with this Agreement and the Fee Letter on or before the Closing Date shall have been paid to the Agent.

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8.2

Waiver of a Condition Precedent

The conditions stated in Sections 8.1 are inserted for the sole benefit of the Agent and Lenders and may be waived by the Agent, in whole or in part, with or without terms or conditions, in respect of all or any portion of the Advances, without affecting the right of the Lenders to assert terms and conditions in whole or in part in respect of any other Advance.

SECTION 9 – COVENANTS

9.1

Affirmative Covenants of the Borrower

While any amount owing under this Agreement or any of the other Documents remains unpaid the Borrower covenants with the Agent and each Lender as follows:

(1) Corporate Existence. The Borrower shall do or cause to be done all things necessary to keep in full force and effect its corporate existence and all rights, franchises, trademarks, licences and qualifications required for it to carry on its businesses and own, lease or operate its properties in each jurisdiction in which it carries on business or own, lease or operate property or assets from time to time except to the extent that failure to do such things could not reasonably be expected to have a Material Adverse Effect.

(2) Compliance with Laws, etc. The Borrower shall comply with all Applicable Laws and all Government Approvals required in respect of its businesses, properties, the Collateral, or any activities or operations carried out thereon, except to the extent failure to comply therewith could not reasonably be expected to have a Material Adverse Effect. This covenant does not apply to Taxes, which are exclusively addressed in Section 9.1(6).

(3) Government Approvals. The Borrower shall obtain (to the extent not in existence on the Closing Date) and maintain, by the observance and performance of all obligations thereunder and conditions thereof, all Government Approvals required for it to carry on its business, except to the extent failure to obtain or maintain such Government Approvals could not reasonably be expected to have a Material Adverse Effect.

(4) Payment. The Borrower shall duly and punctually pay or cause to be paid all sums of money due and payable by it under this Agreement and the other Documents on the dates, at the places and in the currency and the manner set forth herein and therein.

(5) Litigation. Promptly (and in any event within five (5) Business Days after a Responsible Officer becomes aware thereof), the Borrower shall (a) give notice to the Agent of any litigation, proceeding or dispute, threatened or commenced if the litigation, proceeding or dispute could reasonably be expected to have a Material Adverse Effect, (b) provide all information reasonably requested by the Agent concerning the status of any litigation, proceeding or dispute, and (c) use reasonable efforts to bring about a commercially reasonable and favourable resolution or disposition of the litigation, proceeding or dispute.

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(6) Pay Claims and Taxes. The Borrower shall timely pay and discharge when due all Taxes charged to or payable by it and all obligations which may result in Liens (other than Permitted Liens) on its assets unless the relevant Tax or obligation is being actively and diligently contested in good faith by appropriate proceedings and is adequately reserved against in accordance with Dutch generally accepted accounting principles then currently in effect. Promptly upon forming the intention to contest the relevant payment, the Borrower shall notify the Agent of each such contest that involves a material amount of Taxes or other obligations.

(7) Notice of Default. Promptly (and in any event within five (5) Business Days) after the Responsible Officer becomes aware, the Borrower shall provide to the Agent notice of any Default or Event of Default, setting forth its details and the action taken or to be taken to remedy it.

(8) Use of Proceeds. The Borrower shall use all proceeds of Advances solely for the purposes set out in Section 3.4.

(9) Independent Director. Following the Closing Date and until the Maturity Date, the Borrower shall cause a director approved by the Agent to be appointed to the board of directors of the Borrower, such appointment (or the appointment of any successor director) to take effect not later than 30 days after the Agent identifies in writing to the Borrower a proposed director (or successor director).

9.2

Negative Covenants of the Borrower

While any amount owing under this Agreement or any of the other Documents remains unpaid the Borrower covenants with the Agent and each Lender that it shall not without the prior consent of the Majority Lenders:

(1) Dispositions. Sell, lease, transfer, assign, convey or otherwise dispose of any of the Collateral except in accordance with the terms of the Security Documents and the Exit Agreement.

(2) Negative Pledge. Assume, create or permit to exist to assume, create or permit to exist, any Lien, other than Permitted Liens, in respect of any of the Collateral, whether now owned or hereafter acquired.

(3) Debt. Create, incur, assume or permit to exist, any Debt except:

(a)

the Obligations; and

(b)

the obligations pursuant to the Investment Documents, amounts under any Subordinated Note and obligations pursuant to the Foreign Currency Hedging Agreement in respect of the one-time arm’s length payment thereunder, provided that such obligations shall be funded solely by a Subordinated Note.

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(4) Distributions. Make any Distributions (other than Distributions by the Borrower of the proceeds of the Advance in respect of the Remaining Loan Amount and Cash Margin returned to the Borrower under Section 7 in order to prepay any Subordinated Note).

(5) Amalgamation and Merger. Enter into any merger, consolidation, amalgamation, reorganization, reconstruction or arrangement with any Person.

(6) Fundamental Change. (a) Change its objectives or purposes in any material way which could result in a Material Adverse Effect; (b) change its capital structure (other than conversion or exchange of any Subordinated Note into common equity of the Borrower or issuance of common equity of the Borrower pursuant to any Option Agreement and except as otherwise permitted by this Agreement); (c) amend its articles of incorporation or other constating documents; or (d) create or acquire any Subsidiaries other than Newco and Newco II.

(7) Borrower Documents. (a) Cancel or terminate any Borrower Documents; (b) waive any default or breach under any Borrower Documents; or (c) amend or otherwise modify any Borrower Documents without the consent of the Agent, such consent not to be unreasonably withheld, conditioned or delayed.

(8) Single Purpose. The Borrower shall not engage in any business or activity other than (a) acquiring and owning the Collateral, (b) maintaining its legal existence and complying with Applicable Laws, (c) entering into, and complying with its obligations and exercising its rights under, the Agreement, the Security Documents, the Documents, the Investment Documents, the Subordinated Note and any Option Agreement and acting as secured party in respect of 20,000,000 Shares, (d) issuing Subordinated Notes, paying Distributions permitted hereunder in respect thereof, converting or exchanging Subordinated Notes into common equity of the Borrower and entering into Option Agreements and issuing common equity of the Borrower pursuant thereto, and (e) activities incidental to the foregoing.

(9) Fiscal Year. Change its Fiscal Year.

9.3

Information

The Borrower shall provide the Agent with Sufficient Copies of such reports and information regarding the operations, business, assets and financial condition of the Borrower as the Agent may reasonably request.

SECTION 10 – DEFAULT AND ENFORCEMENT

10.1

Events of Default

The occurrence of one or more of the following events or circumstances constitutes an Event of Default under this Agreement:

(1) Non-payment of Principal. The Borrower fails to make when due, whether by acceleration or otherwise, any payment of principal or margin required to be made by the Borrower under this Agreement.

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(2) Non-payment of Interest. The Borrower fails to make when due, whether by acceleration or otherwise, any payment of interest under this Agreement or any other Document, provided that the failure to make any such payment will not be deemed to be an Event of Default if (x) such failure is caused by an error or omission of an administrative or operational nature; and (y) such relevant payment is made within two (2) Business Days following receipt of written notice from the Agent of such failure to pay.

(3) Non- payment of Fees or Other Amounts. The Borrower fails to make when due, whether by acceleration or otherwise, any fees, costs or other amounts under this Agreement or any other Document and such failure continues for a period of three (3) Business Days.

(4) Breach of Covenants, etc. The Borrower fails to perform or observe:

(a)

any term, condition, covenant or undertaking contained in Section 9.1(7) or Section 9.2; or

(b)

any other term, condition, covenant or undertaking contained in any Document which is not otherwise specifically addressed in this Section 10.1 and that failure is not remedied within fifteen (15) days after receipt by the Borrower of written notice of such failure from the Agent.

(5) Cross-Default. With respect to any Debt of the Borrower (other than under any Document):

(a)

default occurs in the payment thereof when due, whether by acceleration or otherwise;

(b)

default occurs in the performance or observance of any obligation or condition with respect thereto and that default remains unremedied after any remedial period with respect thereto or any other termination or acceleration event occurs with respect thereto, and the effect of that default or other termination or acceleration event is to accelerate the maturity of that Debt or to permit the holder or holders thereof, or any trustee or agent for the holder or holders, to cause the Debt to become due and payable prior to its expressed maturity;

provided that a default described in paragraphs (a) or (b) of this Section 10.1(5) shall not at any time constitute an Event of Default unless, at such time, one or more defaults of the type described in paragraphs (a) or (b) of this Section 10.1(5) shall have occurred and be continuing with respect to Debt, the outstanding principal amount of which exceeds in the aggregate, $500,000.

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(6) Newco II Related Events of Default. Newco II:

(a)

fails to maintain its corporate existence;

(b)

engages in any business or activity other than, directly or indirectly, acquiring and holding Shares, distributing funds pursuant to its distribution policy, whether such funds are received by it as a result of holding Shares or otherwise, and entering and performing its obligations under the Newco II Agreements and the Newco II Unanimous Shareholders Agreement.

(7) Representations and Warranties. Any representation, warranty or statement which is made by the Borrower in any Document or which is contained in any certificate, written statement or written notice provided under or in connection with any Document or which is deemed to have been made is untrue or incorrect when made or deemed to have been made in any material respect.

(8) Execution. Any writ, distress, execution, attachment, seizure, garnishment, sequestration, extent or any similar process is issued, levied or enforced against the Borrower or any of its properties or assets for an amount of $500,000 or more.

(9) Invalidity and Contest. This Agreement or any of the other Documents, or any material provision hereof or thereof, shall at any time after execution and delivery hereof or thereof, for any reason, cease to be a legal, valid and binding obligation of the Borrower or cease to be enforceable against the Borrower in accordance with its terms (subject to (a) applicable bankruptcy (in Dutch: faillissement), (provisional) suspension of payments (in Dutch: (voorlopige) surseance van betaling), insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally, (b) the fact that specific performance and injunctive relief may only be given at the discretion of the courts, and (c) the equitable or statutory powers of the courts to stay proceedings before them and to stay the execution of judgments)or shall be declared to be null and void, or the legality, validity, binding nature or enforceability of this Agreement or any other Document, or any provision hereof or thereof, shall be contested in writing by the Borrower or the Borrower shall deny in writing that it has any further liabilities or obligations hereunder or thereunder. Notwithstanding the provisions of this Section 10.1(9), the Agreement or the Security Documents ceasing to be legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms due to a change in laws applicable bankruptcy (in Dutch: faillissement), (provisional) suspension of payments (in Dutch: (voorlopige) surseance van betaling), insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally after the date of this Agreement shall constitute an Event of Default under this Agreement.

(10) Judgment. A final judgment in excess of $500,000 (excluding amounts that are covered by insurance) is levied or enforced against the Borrower, unless the judgment has been paid within 30 days of the rendering of the judgment or is not yet due or is being actively and diligently appealed and is satisfied, vacated, discharged or execution thereof stayed pending appeal or a settlement of the judgment has been negotiated within 30 days of the rendering of the judgment, or if any stay is lifted or a default occurs in any settlement.

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(11) Voluntary Proceedings. The Borrower or Newco II:

(a)

institutes proceedings for substantive relief in any bankruptcy (in Dutch: faillissement), (provisional) suspension of payments (in Dutch: (voorlopige) surseance van betaling), insolvency, debt restructuring, reorganization, readjustment of debt, dissolution, liquidation, winding-up or other similar proceedings (including proceedings under the Bankruptcy and Insolvency Act (Canada), the Winding-up and Restructuring Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Dutch Insolvency Act (in Dutch: Faillissementswet) (The Netherlands), the incorporating statute of the relevant corporation or other similar legislation), including proceedings for the appointment of a trustee, interim receiver, receiver (in Dutch: curator), receiver and manager, administrative receiver, custodian, liquidator, provisional liquidator, administrator (in Dutch: bewindvoerder), sequestrator or other like official with respect to the relevant corporation or all or any material part of its property or assets

(b)

makes a general assignment for the benefit of creditors;

(c)

admits in writing its inability generally to pay its debts as they become due or otherwise acknowledges its insolvency or commits any other act of bankruptcy or is taken to be insolvent under any applicable legislation;

or acquiesces to, or takes any action binding upon the Borrower or Newco II, as the case may be, in furtherance of, any of the foregoing.

(12) Involuntary Proceedings. If any third party in respect of any of the Borrower or Newco II:

(a)

makes any application under the Companies’ Creditors Arrangement Act (Canada) or similar legislation;

(b)

files a proposal or notice of intention to file a proposal under the Bankruptcy and Insolvency Act (Canada) or similar legislation;

(c)

institutes a winding-up proceeding under the Winding-up and Restructuring Act (Canada), any relevant incorporating statute or any similar legislation;

(d)

presents a petition in bankruptcy under the Bankruptcy and Insolvency Act (Canada) or any similar legislation;

(e)

files an application for bankruptcy (in Dutch: faillissement) or (provisional) suspension of payments (in Dutch: (voorlopige) surseance van betaling) under the Dutch Insolvency Act (in Dutch: Faillissementswet) (The Netherlands); or

(f)

files, institutes or commences any other petition, proceeding or case under any other bankruptcy, insolvency, debt restructuring, reorganization, incorporation, readjustment of debt, dissolution, liquidation, winding-up or similar law now or hereafter in effect, seeking bankruptcy, liquidation, reorganization, dissolution, winding-up, composition or

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readjustment of debt of any of them, the appointment of a trustee, interim receiver, receiver, receiver and manager, administrative receiver, custodian, liquidator, provisional liquidator, administrator, sequestrator or other like official for any of them, or any material part of any of their respective assets or any similar relief.

(13) Creditor Action. Any secured creditor, encumbrancer, seizor (in Dutch: beslaglegger) or lienor, or any trustee, interim receiver, receiver (in Dutch: curator), receiver and manager, administrative receiver, agent, bailiff or other similar official appointed by any secured creditor, encumbrancer, seizor (in Dutch: beslaglegger) or lienor, takes possession of, forecloses, seizes, retains, sells or otherwise disposes of, or otherwise proceeds to enforce security over, all or a substantial part of the Collateral or gives notice of its intention to do any of the foregoing.

(14) Material Adverse Effect. At any time there occurs an event or circumstance which in the view of the Majority Lenders has or could have a Material Adverse Effect.

(15) Change of Control. The Permitted Transferees applicable to the Borrower cease to directly or indirectly own, beneficially and legally, all of the shares of the Borrower.

10.2

Rights upon Default and Event of Default

(1) Upon the occurrence and during the continuance of a Default, the Agent may, and shall upon the instructions of the Majority Lenders, on notice to the Borrower, declare that the ability of the Borrower to make any further borrowing under the Credit Facility shall be suspended pending the remedying of the Default. Upon the occurrence of an Event of Default pursuant to Sections 10.1(11) or 10.1(12), the Agent shall, and upon the occurrence of any other Event of Default and for so long as the other Event of Default shall continue, the Agent may, and shall upon the instructions of the Majority Lenders, do either or both of the following without notice to the Borrower:

(a)

declare that the Credit Facility has expired and that the Lenders’ obligations to make Advances have terminated;

(b)

declare the entire principal amount of all Advances outstanding, all unpaid accrued interest and all fees and other amounts required to be paid by the Borrower hereunder to be immediately due and payable without the necessity of presentment for payment, notice of non-payment and of protest (all of which are hereby expressly waived) and proceed to exercise any and all rights and remedies hereunder and under any other Document or otherwise permitted by law; and

(c)

require the Borrower to send to Newco and Newco II any notice of an Event of Default received by the Borrower from the Agent.

Notwithstanding the foregoing, upon occurrence of an Event of Default other than a Specified Event of Default, the Agent shall not take any such action, or any other action that would cause a Realization Event, until the fifth Business Day after delivery to the Borrower of a written notice stating its intention to take such action (a “Remedy Notification”).

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(2) From and after the issuance of any declaration referred to in Section 10.2(1), no Lender shall be required to honour any cheque or other instrument presented to it by the Borrower regardless of the date of issue or presentation. Immediately upon receipt of a declaration under Section 10.2(1)(b), the Borrower shall pay to the Agent on behalf of the Lenders all amounts outstanding hereunder.

(3) Upon the occurrence of a Realization Event, the Agent may, and shall upon the instructions of the Majority Lenders, agree on behalf of the Lenders to effectuate the Exchange.

10.3

Waiver of Default

No express or implied waiver by the Agent and the Lenders or any of them of any Default or Event of Default shall in any way be or be construed to be a waiver of any future or subsequent Default or Event of Default. To the extent permitted by Applicable Law, the Borrower hereby waives any rights now or thereafter conferred by statute or otherwise which may limit or modify any of the Agent’s or the Lenders’ rights or remedies under any Document. The Borrower acknowledges and agrees that the exercise by the Agent or any Lender of any rights or remedies under any Document without having declared an acceleration shall not in any way alter, affect or prejudice the right of the Agent and the Lenders to make a declaration pursuant to Section 10.2 at any time and, without limiting the foregoing, shall not be construed as or deemed to constitute a waiver of any rights under Section 10.2.

SECTION 11 – REMEDIES

11.1

Remedies Cumulative

For greater certainty, the rights and remedies of the Agent and the Lenders under this Agreement and the other Documents are cumulative and are in addition to and not in substitution for any rights or remedies provided by law or by equity. Any single or partial exercise by the Agent or any Lender of any right or remedy upon the occurrence of a Default or Event of Default shall not be deemed to be a waiver of, or to alter, affect or prejudice any other right or remedy to which the Agent or the Lender may be lawfully entitled as a result of the Default or Event of Default, and any waiver by the Agent or any Lender of the strict observance of, performance of or compliance with any term, covenant, condition or agreement herein contained, and any indulgence granted thereby, either expressly or by conduct, shall be effective only in the specific instance and for the purpose for which it is given and shall be deemed not to be a waiver of any subsequent Default or Event of Default.

11.2

Sharing of Information

The Borrower authorizes the Agent and the Lenders to share among each other any information possessed by any of them regarding the Borrower.

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11.3

Remedies Not Limited

The Agent on behalf of itself and the Lenders may, to the extent permitted by Applicable Law, bring suit at law, in equity or otherwise, for any available relief or purpose including: (a) the specific performance of any covenant or agreement contained in this Agreement or in any other Document; (b) an injunction against a violation of any of the terms of this Agreement or any other Document; (c) in aid of the exercise of any power granted by this Agreement or any other Document or by law; or (d) the recovery of any judgment for any and all amounts due in respect of the Obligations.

11.4

Sharing of Proceeds Among the Lenders

The Lenders agree among themselves that, except as otherwise contemplated by the provisions of this Agreement, all sums received by the Lenders for application against amounts owing by the Borrower under this Agreement (whether received by voluntary payment, by the exercise of any right of set-off, or by counterclaim, cross-action or as proceeds of realization of any security), after payment to the Agent of its fees and disbursements, shall be shared by each Lender as nearly as possible in accordance with each Lender’s Rateable Portion.

11.5

Set-Off, etc.

Upon the occurrence of an Event of Default, the Agent, each Lender and each of their respective branches and offices are hereby authorized by the Borrower from time to time, without notice to: (a) set off and apply any and all amounts owing by the Agent or any Lender, including the Cash Margin Balance, or any of its branches or offices to the Borrower (whether payable in US Dollars or any other currency - and any amounts so owing in any other currency may be converted into its USD Equivalent- whether matured or unmatured, and in the case of deposits, whether general or special, time or demand and however evidenced) against and on account of the Obligations (whether or not any declaration under Section 10.2 has been made and whether or not those Obligations are unmatured or contingent); (b) hold any amounts owing by the Agent or any Lender as collateral to secure payment of the Obligations owing to it to the extent that those amounts may be required to satisfy any contingent or unmatured Obligations owing to it; and (c) return as unpaid for insufficient funds any and all cheques and other items drawn against any deposits so held as the Agent or any Lender in its sole discretion may elect.

11.6

Agent or Lender May Perform Covenants

If the Borrower fails to perform any of its obligations under any covenant contained in this Agreement or any other Document, the Agent or any Lender may (but has no obligation to), upon notice to the Borrower, perform any covenant capable of being performed by it.

11.7

Decision to Enforce Security Documents

Upon the Security Documents becoming enforceable in accordance with their terms, the Agent shall promptly so notify each of the Lenders. Any Lender may thereafter provide the Agent with a written request to enforce the Security Documents. Forthwith after the receipt of such a request, the Agent shall seek the instruction of the Majority Lenders as to whether the Security Documents

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should be enforced and the manner in which the Security Documents should be enforced. In seeking such instructions, the Agent shall submit a specific proposal to the Lenders. The Agent shall promptly notify the Lenders of all instructions and approvals of the Majority Lenders. Notwithstanding any decision to the contrary by the Majority Lenders, the Agent may enforce the Security Documents if it believes it is in its own and the Lenders’ best interests to do so.

SECTION 12 – THE AGENT AND THE LENDERS

12.1

Authorization of Agent

Each Lender irrevocably appoints and authorizes the Agent to take all action as agent on its behalf and to exercise those powers and perform those duties under this Agreement and the other Documents as are delegated to the Agent by the terms thereof, together with all powers reasonably incidental thereto. As to any matters not expressly provided for by this Agreement or the other Documents, the Agent is not required to exercise any discretion or to take any action, but is required to act or to refrain from acting (and is fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders. Notwithstanding anything to the contrary in this Agreement and the other Documents, the Agent shall never be required to take any action which is contrary to this Agreement, the other Documents or Applicable Law. No Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting under this Agreement in accordance with the terms and conditions of this Section 12.

12.2

Action by Agent

The Agent shall have the right, subject to the provisions of this Agreement, and without restricting the generality of this Agreement, to take such actions as the Agent deems necessary or refrain from taking those actions, or to give agreements, consents, approvals, or instructions to the Borrower on behalf of the Lenders in respect of all matters referred to in or contemplated by this Agreement. Each Lender agrees that any action taken by the Agent or the Majority Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or of the other Documents, and the exercise by the Agent or the Majority Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Without limiting the generality of the foregoing, the Agent shall have the sole and exclusive right and authority to (1) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection herewith and with the Security Documents; (2) execute and deliver each Document and accept delivery of each such agreement delivered by the Borrower or any of its Subsidiaries; (3) act as collateral agent for the Lenders for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein; (4) manage, supervise and otherwise deal with the Collateral; (5) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Security Documents; and (6) except as may be otherwise specifically restricted by the terms hereof or of any other Document, exercise all remedies given to the Agent and the Lenders with respect to the Collateral under the Documents relating thereto, Applicable Law or otherwise.

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12.3

Arrangements for Advances

The Agent shall give notice to each Lender promptly in writing upon receipt by the Agent of any notice given under this Agreement that affects a Lender. The Agent shall advise each Lender of the amount, date and details of each Advance and of each Lender’s participation in each Advance. At or before 1:00 p.m. on the Drawdown Date, each Lender will make its participation available to the Borrower at the Agent’s Account for Payments.

12.4

Arrangements for Repayment of Advances

All payments made by or on behalf of the Borrower and received by the Agent, whether before or after the exercise of any rights arising under Section 10.2, shall be paid to each Lender in accordance with its entitlement under this Agreement. Payment by the Agent shall be made promptly following receipt and, in any event, the Agent shall use its reasonable efforts to pay to each Lender at the applicable Lender’s Branch of Account the applicable amount on the same Business Day as the amount is received by the Agent.

12.5

Lenders Bound by Decision to Exercise Remedies

Each Lender agrees to be bound by a decision of the Majority Lenders or the Agent to exercise the rights and remedies provided in this Agreement. Each Lender shall, subject to Applicable Law, do all acts and things as may be necessary or reasonable to enable the Agent to act pursuant to any decision.

12.6

Deemed Repayment and Funding

(1) Assumption re Payments. Unless the Agent has been notified in writing by the Borrower at least one (1) Business Day before the date on which any payment to be made by the Borrower under this Agreement is due that the Borrower does not intend to remit the payment, the Agent may, in its discretion, assume that the Borrower has remitted the payment when so due and the Agent may, in its discretion and in reliance upon that assumption, make available to each Lender on the payment date an amount equal to its Rateable Portion of the assumed payment. If the Borrower does not in fact remit that payment to the Agent, the Agent shall promptly notify each Lender and each Lender shall forthwith on demand pay to the Agent the amount of the assumed payment made available to the Lender, together with interest thereon until the date of repayment thereof at a rate determined by the Agent (the determination to be conclusive and binding on the Lender) in accordance with the Agent’s usual banking practice for similar advances to financial institutions of like standing to that Lender, and, in any event, at a rate no greater than the usual interbank offered rate for the sale of deposits in the applicable currency.

(2) Assumption re Advances. Subject to Section 3.2(2), unless the Agent has been notified in writing by a Lender at least 1 Business Day before a Drawdown Date that the Lender does not intend to make available its Rateable Portion of an Advance to be made available on the Drawdown Date, the Agent may, in its discretion, assume that the Lender has remitted to the Agent funds in an

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amount equal to its Rateable Portion of the Advance and the Agent may, in its discretion and in reliance upon that assumption, make available to the Borrower on the Drawdown Date an amount equal to the Lender’s Rateable Portion of that Advance. If the Lender does not in fact remit such funds to the Agent, the Agent shall promptly notify that Lender, and that Lender, or failing that Lender, the Borrower, shall forthwith on demand pay to the Agent the amount made available by the Agent on behalf of that Lender, together with interest thereon until the date of repayment thereof at a rate determined by the Agent (the determination to be conclusive and binding on that Lender) in accordance with the Agent’s usual banking practice for similar advances to financial institutions of like standing to that Lender, but, in any event, at a rate no greater than the usual interbank offered rate for the sale of deposits in the applicable currency.

12.7

Responsibility of Agent

The Agent makes no representation or warranty, and accepts no responsibility, with respect to the due execution, legality, validity, sufficiency or enforceability of any Document or any other instrument or document referred to herein or relative hereto. The Agent assumes no responsibility for the financial condition of the Borrower or for the repayment of any of the Advances. The Agent assumes no responsibility with respect to the accuracy, authenticity, legality, validity, sufficiency or enforceability of any documents, papers, materials or other information furnished by the Borrower or any other Person to the Agent or to any Lender in connection with any of the Documents or any matter referred to therein. Except for its gross negligence or wilful misconduct, the Agent shall incur no liability to the Lenders under or in respect of this Agreement or any of the other Documents with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances. The Agent assumes no responsibility for the repayment of any of the Advances or other amounts outstanding under this Agreement or any of the other Documents by the Borrower. The Agent shall not have any duty to the Lenders to investigate whether a Default or an Event of Default has occurred. The Agent shall, as regards the Lenders, be entitled to assume that no Default or Event of Default has occurred and is continuing unless the Agent has actual knowledge or has been notified by the Borrower of such fact or has been notified by a Lender that such Lender considers that a Default or Event of Default has occurred and is continuing, such notification to specify in detail the nature thereof.

12.8

Acknowledgement of Lenders

(1) Independent Appraisal of Borrower. Each Lender acknowledges to the Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal of and investigation into the financial condition, creditworthiness, affairs, status and nature of the Borrower and, accordingly, each Lender confirms to the Agent that it has not relied, and will not hereafter rely on the Agent:

(a)

to check or enquire on its behalf into the adequacy, accuracy or completeness of any information provided by the Borrower or in connection with any of the Documents (whether or not the information has been or is hereafter circulated to the Lender by the Agent);

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(b)

to enquire as to the performance by the Borrower of its obligations under any of the Documents; or

(c)

to assess or keep under review on its behalf the financial condition, creditworthiness, affairs, status or nature of the Borrower.

(2) No Fiduciary Obligations. Each Lender acknowledges to the Agent that the Agent is not a fiduciary in respect of the Lender, and owes no fiduciary duties or obligations to the Lender under or by virtue of this Agreement or otherwise.

12.9

Successor Agent

The Agent may resign at any time by giving written notice thereof to each of the Lenders and the Borrower. Upon any resignation, the Majority Lenders shall have the right to appoint a successor agent. If no successor agent has been appointed by the Majority Lenders and accepted that appointment within 30 days after the retiring agent gives notice of its resignation, then the retiring agent may, on behalf of the Lenders appoint a successor agent. If no successor agent has been appointed pursuant to the foregoing within the 30 days following the giving of notice of resignation by the retiring agent, the resignation shall nonetheless then become effective and the Majority Lenders shall perform the duties of agent hereunder until they appoint a successor agent. Upon the acceptance of any appointment as agent by a successor agent, the successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring agent. Whether or not a successor agent has been appointed, the retiring agent shall be discharged from its duties and obligations under this Agreement upon its resignation becoming effective. After any Person’s resignation under this Agreement as the agent, the provisions of this Agreement shall continue in effect for its benefit and for the benefit of the Lenders in respect of any actions taken or omitted to be taken by the Person while it was acting as the agent.

12.10

Replacement of Agent

The Majority Lenders may replace the Agent at any time by giving written notice thereof to each of the Lenders and the Borrower. Upon the acceptance of any appointment as agent by a replacement agent, the replacement agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring agent. The retiring agent shall be discharged from its duties and obligations under this Agreement upon its replacement becoming effective. After any Person’s replacement under this Agreement as the agent, the provisions of this Agreement shall continue in effect for its benefit and for the benefit of the Lenders in respect of any actions taken or omitted to be taken by the Person while it was acting as the agent.

12.11

Notices between the Lenders and the Agent

All notices by a Lender to the Agent shall be through the Agent’s Branch of Account and all notices by the Agent to the Lender shall be through the Lender’s Branch of Account.

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12.12

Reliance by Agent

The Agent shall be entitled to rely upon any writing, letter, notice, certificate, telex, telecopy, cable, statement, order or other document believed by the Agent to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. With respect to legal matters, the Agent may (but is not obligated to) act upon advice of legal advisers selected by the Agent, including in-house counsel of the Agent, concerning all matters pertaining to this Agreement and the other Documents and the Agent’s duties under this Agreement and the other Documents, and the Agent shall assume no responsibility and shall incur no liability to the Borrower or any Lender by reason of relying on any such document or acting on any such advice.

12.13

Reimbursement of Agent’s Expenses and Indemnity

Each Lender agrees to indemnify the Agent (to the extent not reimbursed by the Borrower) in accordance with its Rateable Portion from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any nature or kind whatsoever which may be imposed on, incurred by, or asserted against the Agent in that capacity in any way relating to or arising out of this Agreement or any other Document or any action taken or omitted by the Agent under this Agreement or any other Document except for those resulting from the Agent’s gross negligence or wilful misconduct. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for that Lender’s Rateable Portion of out-of-pocket expenses (including the fees and disbursements of counsel) incurred by the Agent in connection with the determination or preservation of any rights or remedies of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights, remedies or responsibilities under, this Agreement or the other Documents, to the extent that the Agent is not reimbursed for those expenses by the Borrower. The obligations of the Lenders under this Section 12.13 shall survive the repayment of all Advances and the termination of the Credit Facility.

12.14

Borrower’s Right to Rely on Agent

Unless otherwise required hereunder, during the term of this Agreement, the Borrower shall be entitled to deal exclusively with the Agent and to rely on discussions with and instructions from the Agent in order to fulfil its obligations hereunder.

12.15

Agent’s Duty to Deliver Documents

The Agent shall promptly deliver to each of the Lenders, at their respective Branches of Account, all documents, papers, materials and other information as are furnished by the Borrower to the Agent on behalf of the Lenders under this Agreement, but shall have no other obligation to provide any Lender with any credit or other information whatsoever with respect to the Borrower and shall be under no obligation to inquire as to the performance by the Borrower of its obligations under this Agreement or any other Document.

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12.16

No Partnership

Nothing contained in this Agreement and no action taken pursuant to it shall be deemed to constitute the Lenders a partnership, association, joint venture or other similar entity.

12.17

Adjustments Among Lenders

(1) Adjustment After Exercise of Rights. Each Lender agrees that, after the exercise of any rights pursuant to Section 10.2, it will at any time or from time to time, upon the request of the Agent, as required by any other Lender, purchase portions of the amounts due and owing to the other Lenders and make any other adjustments which may be necessary or appropriate so that the amounts due and owing to each Lender, as adjusted under this Section 12.17, will, as nearly as possible, reflect each Lender’s Rateable Portion determined as at the date of this Agreement prior to the making of any Advance.

(2) General Application. For greater certainty, the Lenders acknowledge and agree that, without limiting the generality of the provisions of Section 12.17(1), those provisions will have application if and whenever any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of any money owing or payable by the Borrower to it in excess of its Rateable Portion thereof determined as at the date of this Agreement prior to the making of any Advance.

(3) Borrower Agreement. The Borrower agrees to be bound by and to do all things necessary or appropriate to give effect to any and all purchases and other adjustments made by and between the Lenders under this Section 12.17 but shall incur no increased liabilities by reason thereof.

12.18

Agent May Deal With Collateral

Each of the Lenders hereby directs, in accordance with the terms hereof, the Agent to release any Lien held by the Agent for the benefit of the Lenders against:

(a)

all of the Collateral, upon termination of the Commitments and payment and satisfaction in full of all Loans and Obligations that the Agent has been notified in writing are then due and payable; and

(b)

any part of the Collateral sold or disposed of by the Borrower if such sale or disposition is permitted by this Agreement (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by this Agreement if such waiver or consent is consented to by the Majority Lenders in accordance with the terms of this Agreement).

Each of the Lenders hereby directs the Agent to execute and deliver or file such termination and partial release statements and do such other things as are necessary to release Liens to be released pursuant to this Section 12.18 promptly upon the effectiveness of any such release.

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12.19

Indemnity of Agent

The Agent may refrain from exercising any right, power or discretion or taking any action to protect or enforce the rights of any Lender under this Agreement and the Documents until it has been indemnified or secured to its satisfaction against any and all costs, losses, expenses or liabilities (including legal fees) which it would or might sustain or incur as a result of the action or exercise.

12.20

Agent May Debit Accounts

The Borrower authorizes and directs the Agent, in the Agent’s discretion, to debit automatically, by mechanical, electronic or manual means, any bank account of the Borrower maintained with BNP Paribas SA (for so long as BNP Paribas SA is Agent) for all amounts payable by the Borrower under this Agreement or any other Document, including the repayment of principal and the payment of interest, fees and all charges for the keeping of that bank account. The Agent shall notify the Borrower as to the particulars of those debits in the normal course.

12.21

Agent May Advance Undertaking

Each of the Lenders hereby authorizes the Agent to deliver, on behalf of the Lenders, an undertaking in favour of 446 Holdings Inc. and Newco II acknowledging that the interest of the Agent in the Collateral is subject to, and that the Agent and the Lenders agree to comply with, the provisions of the Exit Agreement.

SECTION 13 – ASSIGNS AND PARTICIPANTS

13.1

Assignment and Participation

(1) Benefit and Burden of this Agreement. This Agreement shall enure to the benefit of and be binding on the parties hereto, their respective successors and any permitted Assignees.

(2) Restrictions. The Borrower may not assign, delegate or transfer all or any part of its rights or obligations under this Agreement without the prior written consent of the Lenders. A Lender may not sell a participation in, assign, transfer or otherwise dispose of any Loan or Loan Document or any interest therein except in accordance with Section 13.1(3). Any attempted assignment, transition or disposition by any party in violation of this Section 13.1(2) shall be null and void.

(3) Assignment and Participation.

(a)

Any Lender (herein sometimes called a “Granting Lender”) may, without the prior consent of the Borrower, but with the prior written consent of the Agent, which consent may not be unreasonably withheld, grant a participation of at least the USD Equivalent of 50,000 euro in the Credit Facility to one or more Eligible Institutions (the “Participant”). If a participation is granted, (i) the Granting Lender shall remain fully liable for all of its obligations and responsibilities

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under this Agreement to the same extent as if the participation had not been granted, and (ii) the Granting Lender shall administer the participation of the Participant. None of the Participant, the Borrower and the Agent shall have any rights against or obligations to one another, nor shall any of them be required to deal directly with one another in respect of the participation by a Participant. For greater certainty, Participants, as such, shall have no voting rights as “Lenders” under this Agreement nor direct the voting rights of Lenders hereunder.

(b)

Any Lender (herein sometimes called an “Assigning Lender”) may, without the prior consent of the Borrower, but with the prior written consent of the Agent, which consent may not be unreasonably withheld, assign all or any part of its rights to, and may have its obligations in respect of the Credit Facility assumed by, one or more Eligible Institutions (each an “Assignee”), provided that no Assignee may acquire a participation in the Credit Facility that amounts to less than the USD Equivalent of 50,000 euro. Notwithstanding the foregoing, no consent shall be required in respect of any assignment of a participation in the Credit Facility in a minimum amount of the USD Equivalent of 50,000 euro by an Assigning Lender to its Affiliate or another Lender provided that such Affiliate or Lender is an Eligible Institution. An assignment shall become effective when the Borrower and the Agent have been notified of it by the Assigning Lender and have received from the parties to the assignment an executed Assignment and Assumption Agreement in the form of Schedule 13.1(3)(b) (addressed to all the parties to this Agreement). From and after the effective date specified in the Assignment and Assumption Agreement, the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption Agreement, shall have the rights and obligations of a Lender under this Agreement to the same extent as if it were an original party in respect of the rights or obligations assigned to it, and the Assigning Lender shall be released and discharged accordingly and to the same extent, and such Schedules as applicable shall be amended accordingly from time to time without further notice or other requirement. Each partial assignment shall be made as an assignment of a proportionate part of all of the Assigning Lender’s rights and obligations under this Agreement with respect to the Advances or the Commitment assigned.

(4) Limitation. No Lender shall be entitled to grant a participation under Section 13.1(3)(a), make an assignment under Section 13.1(3)(b) or change its Branch of Account if this would, immediately following the assignment, participation or change of Branch of Account, increase the cost of the Credit Facility to the Borrower.

(5) Borrower Cooperation. The Borrower will, at the Lenders’ expense, execute such further documents and instruments and do such further things as the Agent or Lenders may reasonably request for the purpose of any participation or assignment.

(6) Disclosure. Subject to Section 14.10, each Lender may disclose to any prospective Assignee or Participant, on a confidential basis, such information concerning the Borrower as it considers appropriate without incurring any liability for any breach of the duty of banker-customer confidentiality.

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13.2

Eligible Institutions

Each Lender represents and warrants that it (and any Participant in the part of which it is a Grantor Lender) is an Eligible Institution and agrees with the Borrower that it (and any such Participant) shall at all times remain an Eligible Institution.

SECTION 14 – MISCELLANEOUS

14.1

Amendments, Waivers, etc.

(1) Binding Effect. Except as otherwise provided in this Section 14.1, no amendment, waiver, discharge or termination of any provision of this Agreement or any other Document and no waiver of any breach of any provision of this Agreement or any other Document and no consent to any departure by a party from any provision of this Agreement:

(a)

shall be binding upon the Borrower unless it is (i) evidenced by an instrument in writing signed by the Borrower and (ii) consistent with Section 2.1(1) of the Exit Agreement; nor

(b)

be binding upon the Agent and the Lenders unless it is approved in writing by the Agent and all the Lenders or the Majority Lenders, as applicable.

Notwithstanding the foregoing, any amendment, waiver, discharge or termination may be validly effected by execution by the Agent and all the Lenders or the Majority Lenders, as applicable, of an instrument in writing without requiring the execution of that instrument by the Borrower, so long as the amendment, waiver, discharge or termination does not adversely affect the rights or obligations of the Borrower. The Agent shall forward a copy of the written instrument to the Borrower as soon as practicable following the execution thereof. The amendment, waiver or consent will be effective only in the specific instance, for the specific purpose and for the specific length of time for which it is given.

(2) Errors. The Agent may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld) correct any typographical error or other error of a clerical nature in this Agreement and the other Documents and substitute the corrected text in the counterparts of this Agreement and the other Documents if the corrections do not modify in any manner the meaning or the interpretation of this Agreement or any other Document.

(3) Approval of All Lenders. Where any amendment, waiver, discharge or termination relates to the following matters, the amendment, waiver, discharge or termination requires the approval of all Lenders:

(a)

a decrease in the rate or amount of any principal, interest or fees payable by the Borrower or any alteration in the currency or mode of calculation or computation thereof;

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(b)

any extension or reduction of the time for any payments of principal, interest, margin or fees required to be made by the Borrower;

(c)

any change in the Maturity Date;

(d)

an increase in the Loan Amount (other than on the Remaining Loan Date) or in any Lender’s Commitment;

(e)

the definition of Majority Lenders;

(f)

an assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; or

(g)

any provision of this Section 14.1, or of Sections 3.2, 11.4, 11.5 and 12.17.

Any other amendment, waiver, discharge or termination requires the approval of only the Majority Lenders, which approval, if obtained, shall be binding upon all the Lenders.

(4) Request for Approval. If the approval of a Lender is required under this Section 14.1, the Agent shall advise the Lender in writing of the issue to be decided and, if the Agent determines in its sole discretion that it is appropriate to do so, request the Lender’s approval of a course of action proposed by the Agent. In requesting a Lender’s approval, the Agent may establish, in its discretion acting reasonably, a deadline by which the Lender shall respond to the Agent’s request. If the Lender fails to respond by that deadline, that Lender’s failure to respond shall be conclusive evidence of the approval by the Lender of the course of action proposed by the Agent.

14.2

Waivers Effective in Specific Instance

Any waiver of any provision of this Agreement or consent to any departure by a party from any provision of this Agreement will be effective only in the specific instance, for the specific purpose and for the specific length of time for which it is given.

14.3

No Deemed Subordination

Notwithstanding anything to the contrary contained herein or in any Document (including any provision for, reference to, or acknowledgement of, any Lien or Permitted Lien), nothing herein or therein and no approval by the Agent or Lenders of any Lien or Permitted Lien (whether such approval is oral or in writing) shall be construed as or deemed to constitute a subordination by the Agent or the Lenders of any security interest or other right or interest in or to the Collateral or any part thereof in favour of any Lien or Permitted Lien or any holder of any Lien or Permitted Lien.

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14.4

Notice

(1) Unless otherwise specified, any notice or other communication required or permitted to be given to a party under this Agreement shall be in writing and may be delivered personally or sent by prepaid registered mail, by facsimile or by electronic mail, to the address or facsimile number or electronic mail address of the party set out beside its name on the signature page of this Agreement to the attention of the Person there indicated or to such other address, facsimile number, electronic mail address or other Person’s attention as the party may have specified by notice in writing given under this Section. Any notice or other communication shall be deemed to have been given (1) if delivered personally or mailed, when received; (2) if sent by facsimile or by electronic mail, on the Business Day when the appropriate confirmation of receipt has been received if the confirmation of receipt has been received before 5:30 p.m. on that Business Day or, if the confirmation of receipt has been received after 5:30 p.m. on that Business Day, on the next succeeding Business Day; and (4) if sent by facsimile or by electronic mail on a day which is not a Business Day, on the next succeeding Business Day on which confirmation of receipt has been received.

(2) The Borrower shall send to Newco and Newco II any notices of default received from the Agent under this Agreement, promptly after receipt of any such notices, and keep Newco and Newco II updated, on a timely basis, on further developments related to such defaults and the consequences thereof. Neither the Agent nor any Lender shall send Borrower any notice of an Event of Default, or any other notice that would result in a Realization Event, except in accordance with Section 10.2.

14.5

Further Assurances

The Borrower shall from time to time promptly, upon the request of the Agent, take such action, and execute and deliver such further documents as may be reasonably necessary or appropriate to give effect to the provisions and intent of this Agreement.

14.6

Judgment Currency

If for the purpose of obtaining judgment in any court it is necessary to convert any amount owing or payable to the Agent or the Lenders under this Agreement from the currency in which it is due (the “Agreed Currency”) into a particular currency (the “Judgment Currency”), the rate of exchange applied in that conversion shall be that at which the Agent, in accordance with its normal procedures, could purchase the Agreed Currency with the Judgment Currency at or about noon on the Business Day immediately preceding the date on which judgment is given. The obligation of the Borrower in respect of any amount owing or payable under this Agreement to the Agent or Lenders in the Agreed Currency shall, notwithstanding any judgment and payment in the Judgment Currency, be satisfied only to the extent that the Agent, in accordance with its normal procedures, could purchase the Agreed Currency with the amount of the Judgment Currency so paid at or about noon on the next Business Day following that payment; and if the amount of the Agreed Currency which the Agent could so purchase is less than the amount originally due in the Agreed Currency, the Borrower shall, as a separate obligation and notwithstanding the judgment or payment, indemnify the Agent and the Lenders against any loss.

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14.7

Exercise of Rights, etc.

No failure to exercise, and no delay in exercising, on the part of the Agent or any Lender, any right, remedy, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege shall preclude the exercise of any other right, remedy, power or privilege.

14.8

Reimbursement of Expenses

The Borrower agrees to reimburse the expenses and costs of the Agent and the Lenders in the amount and manner set out in the Fee Letter.

14.9

Submission to Jurisdiction

For the purposes of any legal action or proceeding brought against any party in respect of this Agreement, each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the courts of the Province of Ontario and acknowledges the convenience and propriety of the venue and agrees to be bound by any judgment thereof and not to seek, and hereby waives, any review of such judgment by the courts of any other jurisdiction. Final judgment (a certified or exemplified copy of which shall be conclusive evidence of the facts therein determined) against any party in any such legal action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment.

14.10

Counterparts

This Agreement may be executed and delivered in any number of counterparts, each of which when executed and delivered is an original but all of which taken together constitute one and the same instrument.

14.11

Delivery by Fax

Any party may deliver an executed copy of this Agreement by fax. Following any such delivery by a party, such party shall immediately deliver to the Agent an original executed copy of this Agreement.

14.12

Confidentiality

(1) The Agent and the Lenders agree to keep confidential any information obtained in relation to the Agreement, subject to the paragraphs as set out below. The confidentiality obligation referred to above does not extend to:

(a)

disclosure by the Agent necessary for discharging its responsibilities under the Agreement, subject to recipients of such information signing a confidentiality and non-disclosure agreement for the benefit of the Borrower and in form and substance reasonably satisfactory to the Borrower in advance of receiving such information;

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(b)

documents or information which is in the public domain at the time of disclosure through no fault of the Agents, the Lenders, their respective employees, agents, advisers, consultants or other representatives;

(c)

information or document already in the Agent’s or the Lenders’ possession or that have been lawfully and properly received from another source not in violation of any confidentiality obligations of such source; or

(d)

documents or information required to be disclosed by the Agent or any Lender pursuant to any law, code, regulation, order, direction or other requirement of any regulatory body, court or other body having legal authority over the Agent or any Lender.

[SIGNATURE PAGES FOLLOW]

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The parties have executed this Agreement.


Veleron Holding B.V.
Haaksbergweg 31	VELERON HOLDING B.V.
1101 BP Amsterdam
The Netherlands	By:	/s/ Mikhail Gurfinkel
	Name:	Mikhail Gurfinkel
Fax : 31 20 650 9061	Title:	Attorney-in-fact

Email: MikhailG@basel.ru

BNP Paribas SA
20 Boulevard des Italiens	BNP PARIBAS SA, as Lender
Paris 75009
France	By:	/s/ Vigner Jacques
	Name:	Vigner Jacques
Fax : 33 (0) 1 40 14 50 40	Title:

Email: william.rawley@bnpparibas.com	By:	/s/ Olivier Osty
	Name:	Olivier Osty
	Title:

BNP Paribas SA
20 Boulevard des Italiens	BNP PARIBAS SA, as Agent
Paris 75009
France	By:	/s/ Vigner Jacques
	Name:	Vigner Jacques
Fax : 33 (0) 1 40 14 50 40	Title:
with a copy to : 44 207 595 5808 and
(with respect to margin)	By:	/s/ Olivier Osty
(212) 471-7990	Name:	Olivier Osty
	Title:

Email: william.rawley@bnpparibas.com with a copy to: stephane.giroit@bnpparibas.com and (with respect to margin) jared.mckinney@us.bnpparibas.com

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EXHIBIT C

446 HOLDINGS INC.

and

VELERON HOLDING B.V.

INVESTORS AGREEMENT

September 20, 2007

TABLE OF CONTENTS


ARTICLE 1
INTERPRETATION

Section 1.1	Defined Terms.	2
Section 1.2	Gender and Number.	8
Section 1.3	Sections and Headings.	8
Section 1.4	Currency.	8
Section 1.5	Certain Phrases.	8
Section 1.6	Statutory References.	8

ARTICLE 2
IMPLEMENTATION OF AGREEMENT AND TERM

Section 2.1	Actions in Accordance with Agreement.	8
Section 2.2	Conflicts.	9
Section 2.3	Term of Agreement.	9
Section 2.4	Agreement to be Bound.	9
Section 2.5	Permitted Transfers.	9

ARTICLE 3
BUSINESS AND MANAGEMENT OF NEWCO

Section 3.1	Business of Newco.	10
Section 3.2	Distributions.	10
Section 3.3	Approval of the Investors.	10

ARTICLE 4
DIRECTORS AND SHAREHOLDERS

Section 4.1	Directors of Newco.	11
Section 4.2	Appointment of Directors of Magna and Voting of Magna Shares.	12
Section 4.3	No Voting Trust.	13
Section 4.4	Restrictions on Acquiring Additional Magna Shares.	13

ARTICLE 5
RESTRICTIONS ON TRANSFER

Section 5.1	Restrictions on Transfer by Investors.	14
Section 5.2	Permitted Transfers by Investors.	14
Section 5.3	Encumbering of Newco Shares.	15


ARTICLE 6
REPRESENTATIONS AND WARRANTIES

Section 6.1	Representations and Warranties of the Investors.	15
Section 6.2	Representations and Warranties of 446 With Respect to 447.	16
Section 6.3	Survival.	17

ARTICLE 7
COVENANTS OF 446 AND RM SUB

Section 7.1	Covenants of 446.	17
Section 7.2	Covenants of RM Sub.	17

ARTICLE 8
ARBITRATION

Section 8.1	Settling Disputes.	18
Section 8.2	Right to Oral Discovery.	18
Section 8.3	Injunctive Relief.	18

ARTICLE 9
MISCELLANEOUS

Section 9.1	Notices.	18
Section 9.2	Time of the Essence.	20
Section 9.3	Announcements.	20
Section 9.4	Third Party Beneficiaries.	21
Section 9.5	No Agency or Partnership.	21
Section 9.6	Expenses.	21
Section 9.7	Amendments and Waivers.	21
Section 9.8	Entire Agreement.	21
Section 9.9	Successors and Assigns.	22
Section 9.10	Severability.	22
Section 9.11	Governing Law.	22
Section 9.12	Counterparts.	22

INVESTORS AGREEMENT

Investors Agreement dated September 20, 2007 between 446 Holdings Inc. (“446”) and Veleron Holding B.V. (“RM Sub”).

RECITALS:

(a)

446 is the registered and beneficial owner of 42,000 Class B Shares of Newco;

(b)

RM Sub is the registered and beneficial owner of 42,000 Class C Common Shares of Newco;

(c)

Newco is the registered and beneficial owner of 84,800 Voting Preferred Shares and 84,800 Class B Common Shares of Newco I.5; and

(d)

the Investors have entered into this Agreement to establish, among other things, rights and obligations arising out of, or in connection with, the ownership of Newco Shares.

In consideration of the above recitals, and the agreements of the Investors contained in this Agreement and other good and valuable consideration (the receipt and adequacy of which are acknowledged), the Investors agree as follows:

ARTICLE 1

INTERPRETATION

Section 1.1 Defined Terms.

As used in this Agreement, the following terms have the following meanings:

“446” means 446 Holdings Inc., a corporation existing under the Act, and its successors.

“446 Call Option” means the right of 446 to purchase from 447 in certain circumstances all, but not less than all, of the Magna Class B Shares owned by 447 on the terms and conditions set out in the 446 Call Option Agreement.

“446 Call Option Agreement” means the Magna Class B Share option agreement dated the date hereof among 446, 447 and Newco.

“446 Magna Nominees” has the meaning specified in Section 4.2(a).

“447” means 447 Holdings Inc., a corporation existing under the Act.

“Act” means the Business Corporations Act (Ontario).

“Agreement” means this agreement and all schedules attached to it as amended, modified, restated, replaced or supplemented from time to time.

“affiliate” has the meaning ascribed to such term from time to time in the Securities Act (Ontario).

“Applicable Laws” means all applicable federal, provincial, state, municipal and local statutes, laws, by-laws, regulations, ordinances, orders, enactment, directives and rules and all injunctions, decisions, directives, judgments and orders of any Governmental Entity having jurisdiction in respect of a particular matter and all amendments thereto which have the force of law.

“associate” has the meaning ascribed to such term from time to time in the Securities Act (Ontario) for purposes of Part XX of the Securities Act (Ontario).

“Business Day” means any day of the year, other than a Saturday, Sunday or day observed as a statutory holiday in Toronto, Ontario, New York, New York or Moscow, Russia.

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“Class B Shareholder Nominees” means those directors of Newco which the holders of a majority in aggregate voting power of the shares of Newco resolve are the Class B Shareholder Nominees.

“Class C Shareholder Nominees” means those directors of Newco which the holders of a majority in aggregate voting power of the shares of Newco resolve are the Class C Shareholder Nominees.

“Collateral” has the meaning assigned to it in the Exit Agreement.

“Contract” means any agreement, contract, lease, licence, permit, franchise, purchase order, commitment, engagement, option, indenture, mortgage, deed, instrument or other legally binding obligation, whether written, oral or implied.

“Directors” means the Persons who are elected or appointed as directors of Newco in accordance with this Agreement.

“Dispute” has the meaning specified in Section 8.1.

“Exchange Agreement” means the exchange agreement dated the date hereof among Magna, RM, 446, RM Sub, 445327 Ontario Limited, Newco I.5 and Newco II.

“Exit Agreement” means the exit agreement dated the date hereof among Newco, Newco I.5, Newco II, 445327 Ontario Limited, 446, RM and RM Sub.

“Exit Notice” has the meaning ascribed to such term in the Exit Agreement.

“Governmental Entity” means any (i) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitrator or arbitral body, commission, board, bureau or agency, domestic or foreign, including the Ontario Securities Commission, the Autorité des marchés financiers du Québec and the United States Securities and Exchange Commission, (ii) self-regulatory organization or stock exchange, including the Toronto Stock Exchange and the New York Stock Exchange, (iii) subdivision, agent, commission, board, or authority of any of the foregoing, or (iv) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing.

“Investor” means each of 446 and RM Sub and any Permitted Transferee to whom it has Transferred Newco Shares in accordance with the terms of this Agreement.

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“Lien” means any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, deemed trust, security interest, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the PPSA or comparable notice filing under the law of any other jurisdiction or any option, warrant, right or privilege capable of becoming a Transfer).

“Magna” means Magna International Inc., a corporation existing under the laws of the Province of Ontario, and its successors.

“Magna Class A Shares” means the class A subordinate voting shares in the capital of Magna, appropriately adjusted for stock splits, stock dividends, reverse stock splits, share consolidations and similar events, and, where the context requires, includes: (i) any securities into which such shares may be converted, reclassified, redesignated, subdivided, consolidated or otherwise changed, (ii) any securities received by the holders of such shares as a result of any merger, amalgamation, reorganization, arrangement or other similar transaction involving Magna, (iii) any securities of Magna which are received by any one or more Persons as a stock dividend or distribution on or in respect of such shares, and (iv) any security, other instrument or right that is exercisable, exchangeable or convertible into, or evidences the right to acquire, any class A subordinate voting shares in the capital of Magna or any of the other above securities.

“Magna Class B Shares” means the class B shares in the capital of Magna, appropriately adjusted for stock splits, stock dividends, reverse stock splits, share consolidations and similar events, and, where the context requires, includes: (i) any securities into which such shares may be converted, reclassified, redesignated, subdivided, consolidated or otherwise changed, (ii) any securities received by the holders of such shares as a result of any merger, amalgamation, reorganization, arrangement or other similar transaction involving Magna, (iii) any securities of Magna which are received by any one or more Persons as a stock dividend or distribution on or in respect of such shares, and (iv) any security, other instrument or right that is exercisable, exchangeable or convertible into, or evidences the right to acquire, any class B shares in the capital of Magna.

“Magna Corporate Constitution” means the Corporate Constitution which forms part of the articles of arrangement of Magna.

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“Magna Directors” has the meaning specified in Section 4.2(1).

“Magna Group” means Magna and its Subsidiaries, taken as a whole.

“Magna Shares” means, collectively, the Magna Class A Shares and the Magna Class B Shares.

“Newco” means M Unicar Inc., a corporation existing under the Act, and its successors.

“Newco I.5” means 2143453 Ontario Inc., a corporation existing under the Act, and its successors.

“Newco II” means 2143455 Ontario Inc., a corporation existing under the Act, and its successors.

“Newco II Loan” means the loan provided by RM Sub to Newco II on the date hereof and evidenced by the Newco II Loan Note.

“Newco II Loan Note” means the promissory note dated the date hereof issued to RM Sub by Newco II to evidence the Newco II Loan, including the ancillary agreements relating to the security therefor.

“Newco II Unanimous Shareholders Agreement” means the Newco II unanimous shareholders agreement dated the date hereof among 446, RM Sub, Principals Holdco, Newco, Newco I.5 and Newco II.

“Newco Shares” means the Class A Shares, Class B Shares and Class C Common Shares of Newco, appropriately adjusted for stock splits, stock dividends, reverse stock spits, share consolidations and similar events and where the context permits, includes: (i) any securities into which such shares may be converted, reclassified, redesignated, subdivided, consolidated or otherwise changed, (ii) any securities received by the holders of such shares as a result of any merger, amalgamation, reorganization, arrangement or other similar transaction involving Newco, (iii) any securities of Newco which are received by any one or more Persons as a stock dividend or distribution on or in respect of such shares and (iv) any security, other instrument or right that is exercisable, exchangeable or convertible into, or evidences the right to acquire, any Class A Shares, Class B Shares or Class C Common Shares in the capital of Newco or any of the other above securities.

“Option Pledge Agreement” means the pledge agreement dated the date hereof between 446 and 447.

“Permitted Transferee” means:

(a)

in the case of 446, Mr. Frank Stronach or any member of his immediate family or any of their lineal descendents; and in the case of RM Sub, Mr. Oleg Deripaska or any member of his immediate family or any of their lineal descendents;

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(b)

one or more trusts for the benefit of one or more of the individuals described in paragraph (a); or

(c)

an entity, directly or indirectly, majority controlled by any of the foregoing.

“Person” includes any individual, firm, partnership, limited partnership, joint venture, venture capital fund, limited liability company, unlimited liability company, association, trust, trustee, heir, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status.

“Pledge” means the pledge agreement dated the date hereof between Newco II and RM Sub.

“PPSA” means the Personal Property Security Act (Ontario).

“Principals Holdco” means MPMAG Holdings Inc., a corporation existing under the Act, and its successors.

“Realization Event” has the meaning specified in the Exit Agreement.

“Registration Rights Agreement” means the registration rights agreement dated the date hereof among Magna, RM Sub, Newco I.5, Newco II and RM’s Lender.

“RM” means Open Joint Stock Company Russian Machines, a company existing under the laws of Russia, and its successors.

“RM’s Lender” means the lender or syndicate of lenders, from time to time, providing any portion of the RM Loan that is secured by the Collateral.

“RM Loan” has the meaning specified in the Exit Agreement.

“RM Sub” means Veleron Holding B.V., a company existing under the laws of The Netherlands, and its successors.

“RM Sub Magna Nominees” has the meaning specified in Section 4.2(b).

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“Section 116 Event” means the resignations of directors contemplated by Sections 3.1(8) and 3.1(9) of the Exit Agreement following either such section becoming applicable.

“Subsidiary” means, in respect of an Investor, a subsidiary (as that term is defined in the Act as now in effect) of that Investor or any Person in which such Investor has a direct or indirect controlling interest or a joint-controlling interest, and shall be deemed to include any partnership or joint venture in which such Investor has a direct or indirect interest of more than 50 percent.

“Taxes” means (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employee health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; (ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in (i) or this (ii); (iii) any liability for the payment of any amounts of the type described in (i) or (ii) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iv) any liability for the payment of any amounts of the type described in (i) or (ii) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party.

“Transaction Agreement” means the transaction agreement dated May 10, 2007 among Magna, RM, RM Sub, 445327 Ontario Limited, the Stronach Trust and the individuals named therein.

“Transaction Agreements” means this Agreement, the Exit Agreement, the Exchange Agreement, the Newco II Unanimous Shareholders Agreement, the Newco II Loan, the Pledge and the Registration Rights Agreement.

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or return associated with such securities passes directly or indirectly from one Person to another or to the same Person in a different legal capacity, whether or not for value, whether or not voluntary and however occurring, or (ii) agreement, undertaking or commitment to effect any of the foregoing and “Transferred” and “Transferring” shall be construed accordingly.

Section 1.2 Gender and Number.

Any reference in this Agreement to gender includes all genders. Words importing the singular number also include the plural and vice versa.

Section 1.3 Sections and Headings.

The division of this Agreement into Articles and Sections, the insertion of headings and the inclusion of a table of contents are for reference purposes only and shall not affect the interpretation of this Agreement. Unless otherwise indicated, any reference in this Agreement to an Article, a Section, a Schedule or an Exhibit refers to the specified Article or Section of, or Schedule or Exhibit to, this Agreement.

Section 1.4 Currency.

Unless otherwise indicated, all dollar amounts in this Agreement are expressed in United States funds.

Section 1.5 Certain Phrases.

In this Agreement, (i) the words “including”, “includes” and “include” mean “including (or includes or include) without limitation”, and (ii) the words “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”.

Section 1.6 Statutory References.

A reference to a statute includes all rules and regulations made pursuant to such statute and, unless otherwise specified, the provisions of any statute or regulation or rule which amends, supplements or supersedes any such statute or any such regulation or rule.

ARTICLE 2

IMPLEMENTATION OF AGREEMENT AND TERM

Section 2.1 Actions in Accordance with Agreement.

Each Investor shall vote its Newco Shares to give effect to this Agreement, whether at a meeting of the shareholders of Newco or by written resolution of the shareholders of Newco, and shall take all other actions and proceedings as may be required to give effect to this Agreement.

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Section 2.2 Conflicts.

In the event of any conflict between the provisions of this Agreement and the provisions of Newco’s articles or by-laws, as between the Investors, this Agreement shall prevail.

Section 2.3 Term of Agreement.

This Agreement terminates on the earliest to occur of the date on which:

(a)

one Investor owns all of the issued and outstanding Newco Class B Shares and Newco Class C Common Shares in compliance with this Agreement;

(b)

either of the Investors no longer holds any of the issued and outstanding Newco Shares;

(c)

this Agreement is terminated by written agreement between both of the Investors; and

(d)

Newco is dissolved pursuant to the Act (provided that if Newco is dissolved and is subsequently revived pursuant to the Act, the dissolution shall be deemed not to have occurred for the purpose of this Section).

Section 2.4 Agreement to be Bound.

In order for a Transfer of Newco Shares to a Permitted Transferee to be effective, each Permitted Transferee who acquires Newco Shares from an Investor must concurrently with becoming a shareholder of Newco execute and deliver to the other Investor a counterpart copy of this Agreement or a written agreement in form and substance satisfactory to the other Investor, acting reasonably, agreeing to be bound by each of the Transaction Agreements to which such Transferring Investor is a party.

Section 2.5 Permitted Transfers.

Each of the Investors hereby (i) consents to a Transfer of Newco Shares made in accordance with this Agreement and (ii) agrees that such consent satisfies the requirement for any consent to any such transfer of Newco Shares required under Newco’s articles of incorporation or by-laws and that no further consent is required for any such Transfer.

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ARTICLE 3

BUSINESS AND MANAGEMENT OF NEWCO

Section 3.1 Business of Newco.

The sole business of Newco is to acquire and hold securities of Newco I.5 and, directly and indirectly, Magna Shares, to distribute funds pursuant to Newco’s distribution policy, whether such funds are received by Newco as a result of holding securities of Newco I.5, Magna Shares or otherwise, and to enter into and perform its obligations under those of the Transaction Agreements to which it is a party.

Section 3.2 Distributions.

Each Investor shall cause Newco to establish a distribution policy for Newco which shall include the prompt distribution by Newco (by way of dividend or return of capital) to the shareholders of Newco in accordance with its articles of incorporation and by-laws of all distributions and other income received by Newco from Magna, Newco I.5 or otherwise, less amounts required to satisfy Newco’s expenses and other liabilities, including by way of reserves provided by the Directors for that purpose.

Section 3.3 Approval of the Investors.

(1)

Until a Section 116 Event, each Investor shall cause Newco to refrain from making any decision about, taking action on or implementing any matter, other than performing its obligations under the terms of the Transaction Agreements to which Newco is a party and any other agreement entered into by Newco in compliance with the terms hereof and paying distributions to its shareholders in accordance with Section 3.2, without receiving the prior written approval of each of the Investors. Without limiting the generality of the foregoing, each Investor shall ensure that Newco does not amend its articles of incorporation or by-laws, issue any shares or buy or sell any Magna Shares or Newco I.5 shares, other than in connection with performing its obligations under the terms of the Transaction Agreements and any other agreement entered into by Newco in compliance with the terms hereof, without receiving the prior written approval of each of the Investors.

(2)

Unless the prior written approval of each of the Investors is received, until a Section 116 Event, each of the Investors shall cause Newco to vote its shares of Newco I.5 and its Magna Shares for the election or removal of Newco I.5 directors pursuant to the terms of the Newco II Unanimous Shareholders Agreement and the election or removal of Magna Directors pursuant to the terms of this Agreement.

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ARTICLE 4

DIRECTORS AND SHAREHOLDERS

Section 4.1 Directors of Newco.

(1)	Subject to this Section 4.1, until a Section 116 Event, each Investor shall cause Newco to have six Directors at and after the date of this Agreement.

(2)	Until a Section 116 Event, the Directors shall consist of:

(a)

two nominees of 446, one of whom shall be appointed chairman of the board of directors of Newco;

(b)

two nominees of RM Sub; and

(c)

subject to Section 4.1(5) and Section 4.1(6), each of Donald J. Walker and Siegfried Wolf.

(3)	446 and RM Sub shall advise Newco in writing as to which Directors are the Class B Shareholder Nominees and as to which Directors are the Class C Shareholder Nominees.

(4)	At least one of the Directors nominated by 446 shall be a “resident Canadian” within the meaning of the Act.

(5)

Notwithstanding Section 4.1(2), in the event that either of Donald J. Walker or Siegfried Wolf ceases to serve as a Director, then, unless each of the Investors otherwise agrees in writing, each of the Investors shall cause Newco to have four Directors, being two nominees of 446 and two nominees of RM Sub.

(6)	In the event that either Donald J. Walker or Siegfried Wolf resigns or is dismissed as an executive officer of Magna, unless each of the Investors otherwise agrees in writing, such person may continue to serve as a Director of Newco.

(7)

If:

(a)

a nominee Director of an Investor resigns or is removed as a Director of Newco, or

(b)

if an Investor wishes to remove either or both of its nominee Directors as a Director of Newco,

for any reason, each of the Investors shall take such actions and proceedings as may be required to, in the case of (b) remove such nominee Director, and to fill any vacancy by the election or appointment of a Director nominated by the Investor whose

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nominee resigned or was removed. If a replacement Director is not elected or appointed within 10 days of the nominee Director resigning or being removed because such Investor has failed to nominate a replacement, the Directors then in office are entitled to transact business and exercise all of the powers and functions of the Directors.

Section 4.2 Appointment of Directors of Magna and Voting of Magna Shares.

(1)	Until a Section 116 Event, each of the Investors shall cause Newco to vote its Magna Shares to ensure that the board of directors of Magna consists of:

(a)

six nominees of 446 (the “446 Magna Nominees”), one of whom shall be appointed chairman of the board of directors of Magna, provided that at least four of such nominees must be independent for the purposes of Magna’s Board Charter, and two of such nominees must be “independent” within the meaning of Multilateral Instrument 52-110 – Audit Committees (or any successor instrument) and under any applicable rules of any stock exchange upon which the Magna Shares are listed;

(b)

six nominees of RM Sub (the “RM Sub Magna Nominees”), provided that at least four of such nominees must be independent for the purposes of Magna’s Board Charter, and two of such nominees must be “independent” within the meaning of Multilateral Instrument 52-110 – Audit Committees (or any successor instrument) and under any applicable rules of any stock exchange upon which the Magna Shares are listed; and

(c)

subject to Section 4.2(2), each of Donald J. Walker and Siegfried Wolf

(collectively, the “Magna Directors”).

(2)

Notwithstanding Section 4.2(1), in the event that the employment of either Donald J. Walker or Siegfried Wolf as an executive officer of Magna is terminated by Magna, or he is requested by Magna to resign as an executive officer of Magna, unless each of the Investors agrees in writing, each of the Investors shall cause Newco to vote its Magna Shares to remove him as a Magna Director.

(3)

Until a Section 116 Event, each of the Investors shall consult with the other to ensure that the requisite number of Magna Directors nominated by the Investors pursuant to Section 4.2(1) will be “resident Canadians” within the meaning of the Act; provided that in the event that the Investors are unable to agree upon which of the Magna Directors nominated by them will be “resident Canadians” within the meaning of the Act then (i) 446 shall ensure that at least three of the 446 Magna Nominees who are independent are “resident Canadians” and (ii) RM Sub shall ensure that at least two of the RM Sub Magna Nominees who are independent are “resident Canadians”.

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Section 4.3 No Voting Trust.

Each Investor agrees that neither it nor any of its affiliates shall enter into any voting trust or similar agreement or arrangement with Principals Holdco or any direct or indirect shareholder of Principals Holdco with respect to its holdings of shares of Newco.

Section 4.4 Restrictions on Acquiring Additional Magna Shares.

(1)

Subject to Section 4.4(2), each Investor (and any of its affiliates, associates and Persons acting jointly or in concert with such Investor, other than any such affiliate, associate or Person who is, or is purchasing on behalf of, a publicly traded entity or profit-sharing plan for the benefit of employees of such entity) is prohibited from acquiring any additional Magna Shares.

(2)	Notwithstanding Section 4.4(1), an Investor or its affiliates, associates, and Persons acting jointly or in concert with such Investor may:

(a)

exercise any options to purchase Magna Shares granted to such Person by Magna;

(b)

purchase additional Magna Shares with the prior approval of the Directors, as evidenced by a resolution passed by a majority of the votes cast at a meeting of the Directors, or an instrument signed by a majority of the Directors;

(c)

purchase additional Magna Class A Shares, provided that such Magna Class A Shares when added to the Magna Class A Shares then held by Newco, the Investors, Principals Holdco and each of their affiliates and shareholders of their affiliates (after giving effect to the exercise of any options or rights to acquire Magna Class A Shares held by them) would not exceed 20 percent in aggregate of the issued and outstanding Magna Class A Shares; or

(d)

in the case of 446, acquire Magna Class B Shares pursuant to the 446 Call Option Agreement or the Option Pledge Agreement.

(3)

Each Investor shall (i) notify the other Investor in writing of the particulars of any proposed trade of securities of Magna to be effected by it, its affiliates, its associates or any Person acting jointly or in concert with it (other than any such affiliate, associate or Person who is, or is purchasing on behalf of, a publicly traded entity or profit-sharing plan for the benefit of employees of

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such entity), including the number of Magna Shares that would be held by such parties after such trade, at least one Business Day prior to any such trade; and (ii) provide the other Investor by the fifteenth day of the end of each calendar quarter in which any such Person has acquired or disposed of any Magna Shares with a report of the number of Magna Shares held by such Investor, its affiliates, its associates or any Person acting jointly or in concert with it.

ARTICLE 5

RESTRICTIONS ON TRANSFER

Section 5.1 Restrictions on Transfer by Investors.

(1)	The following legend shall appear on all security certificates of Newco held by either Investor:

“The shares represented by this certificate are subject to an Investors Agreement dated September 20, 2007 between 446 Holdings Inc. and Veleron Holding B.V., as may be amended from time to time, and such shares may not be pledged, sold or otherwise transferred except in accordance with the terms of that agreement. Any transfer made in contravention of such restrictions is null and void. A copy of the agreement is on file at the registered office of the Corporation and available for inspection on request and without charge.”

(2)	No Investor may Transfer any Newco Shares except as expressly permitted by this Agreement or the Exit Agreement.

(3)	Any purported Transfer of Newco Shares in violation of this Agreement is void. Each of the Investors shall take such action as is required to prevent Newco from recording any such purported transfer on the share registers of Newco maintained for the Newco Shares.

(4)

From the date of any purported Transfer by an Investor of Newco Shares in violation of this Agreement, all rights of such Investor set out in this Agreement are suspended and inoperative until the purported Transfer is rescinded. This remedy is in addition to and not in lieu of any other remedies that may be available to an Investor.

Section 5.2 Permitted Transfers by Investors.

(1)	Subject to this Section 5.2, upon twenty Business Days, prior written notice to the other Investor of the particulars of the proposed Transfer, an Investor is entitled to Transfer Newco Shares to any of its Permitted Transferees.

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(2)	No proposed Transfer of any Newco Shares is effective until the Permitted Transferee complies with Section 2.4.

(3)	Notwithstanding any other provision of this Agreement, an Investor is prohibited from Transferring Newco Shares in a transaction that results in Newco becoming liable as a “resident contributor” to a non-resident trust for the purposes of the Income Tax Act (Canada).

Section 5.3 Encumbering of Newco Shares.

(1)	Subject to Section 5.3(2), no Investor may grant a Lien on or otherwise encumber any of its Newco Shares in any way whatsoever without the prior written consent of the other Investor, which consent may be withheld in the unfettered discretion of such Investor.

(2)

RM Sub may pledge its Newco Shares to secure the RM Loan, which pledge may permit transfers to RM’s Lender of Magna Class A Shares held by Newco II on the occurrence of a Realization Event, provided that the agreements evidencing the RM Loan and related security arrangements comply with the restrictions governing the RM Loan contained in the Exit Agreement.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES

Section 6.1 Representations and Warranties of the Investors.

Each Investor represents and warrants as follows and acknowledges and confirms that each other Investor is relying on such representations and warranties in entering into this Agreement:

(a)

Existence. It is a corporation validly existing under the Applicable Laws of its jurisdiction of incorporation and has all necessary corporate power and authority to carry on its business as now conducted, to own or lease and operate its assets and to execute, deliver and perform its obligations under this Agreement.

(b)

Authority and Enforceability. It has taken all necessary corporate action to authorise the execution, delivery and performance of this Agreement. This Agreement has been duly executed and delivered and is a legal, binding obligation, enforceable against it by the other Investor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

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(c)

No Violation. The execution, delivery and performance of this Agreement does not, and will not, result in a breach or violation of any of the provisions of or constitute a default under, or conflict with or cause the acceleration of any obligation or that of a Subsidiary under (i) a material Contract to which it is a party, (ii) any provision of its articles, by-laws or resolutions of its board of directors (or any committee thereof) or shareholders, (iii) any judgment, decree, order or award of any Governmental Entity having jurisdiction over it or (iv) any Applicable Law. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other Person is required to be obtained or made, as the case may be, in connection with the execution and delivery of this Agreement.

(d)

Title to Newco Shares. The Newco Shares described in the recitals as being owned by it are owned by the Investor as the registered and beneficial owner with good title, free and clear of all Liens, other than those restrictions on transfer, if any, contained in the articles of Newco and in the case of RM Sub, other than Liens created by the RM Loan in accordance with Section 5.3.

Section 6.2 Representations and Warranties of 446 With Respect to 447.

446 represents and warrants as follows and acknowledges and confirms that RM Sub is relying on such representations and warranties in entering into this Agreement:

(a)

Existence. 447 is a corporation validly existing under the Act and has all necessary corporate power and authority to carry on its business as now conducted, and to own or lease and operate its assets.

(b)

Title to Magna Class B Shares. 447 is the beneficial owner of 726,829 Magna Class B Shares with good title, free and clear of all Liens, other than the 446 Call Option and the related security for the performance of such call option.

(c)

Obligations and Liabilities. 447 has no obligations or liabilities of any nature or kind whatsoever (whether actual or contingent) including indebtedness to any Person, any liabilities in respect of Taxes of any nature or kind whatsoever, or in respect of any judgments, orders, fines, penalties, awards or decrees of any court, tribunal or governmental, administrative or regulatory department, commission, board, bureau, agency or instrumentality, domestic or foreign, other than the 446 Call Option and the related security for the performance of such call option.

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(d)

Share Capital. The issued share capital of 447 consists of 100 common shares of 447. Except for such shares, there are no shares of capital stock or other equity securities of 447 reserved for issuance or outstanding. There are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contractual or otherwise) obligating 447 to issue or sell any shares of 447 or securities or obligations of any kind convertible into or exchangeable for any shares or other securities of 447 of any nature or kind whatsoever.

Section 6.3 Survival.

The representations, warranties and covenants of the Investors contained in this Article 6 survive the execution and delivery of this Agreement and continue in full force and effect with respect to each Investor until it ceases to be bound by the provisions of this Agreement.

ARTICLE 7

COVENANTS OF 446 AND RM SUB

Section 7.1 Covenants of 446.

In addition to the other undertakings herein contained, 446 hereby covenants to RM Sub that, without the prior approval of RM Sub, 446 shall (i) engage in no business or activity other than complying with its obligations under the Transaction Agreements to which it is a party and (ii) own no assets other than the 42,000 Class B Shares of Newco and cash.

Section 7.2 Covenants of RM Sub.

In addition to the other undertakings herein contained, RM Sub hereby covenants to 446 that, without the prior approval of 446, RM Sub shall (i) engage in no business or activity other than complying with its obligations under the Transaction Agreements to which it is a party and with respect to the RM Loan and (ii) own no assets other than the 42,000 Class C Common Shares of Newco, the Class A Shares of Newco II, its interest in the Newco II Loan and cash.

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ARTICLE 8

ARBITRATION

Section 8.1 Settling Disputes.

Any controversy or dispute arising out of or relating to this Agreement, including its negotiation, validity, existence, breach, termination, construction or application, or the rights, duties or obligations of the Investors, shall be referred to and finally resolved by arbitration to be administered by the London Court of International Arbitration (LCIA) in accordance with the UNCITRAL Arbitration Rules in effect on the date of this Agreement. The seat of the arbitration shall be London, England and the proceedings shall be conducted in the English language before a panel composed of three (3) arbitrators. Each of the Investors shall appoint one arbitrator and the two (2) appointed arbitrators shall appoint a chair. Should the two (2) arbitrators fail to agree upon a chair within 15 days of their appointment, either of the Investors may apply to the LCIA for the appointment of the third arbitrator.

Section 8.2 Right to Oral Discovery.

Notwithstanding anything to the contrary in the UNCITRAL Arbitration Rules, each Investor shall have the right to conduct an oral discovery of a representative of the other Investor.

Section 8.3 Injunctive Relief.

Nothing in this Article 8 shall preclude one of the Investors from seeking injunctive relief from a court of competent jurisdiction when deemed necessary by such court to preserve the status quo or to prevent irreparable injury pending resolution by arbitration of the actual dispute.

ARTICLE 9

MISCELLANEOUS

Section 9.1 Notices.

(i)	Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person or transmitted by facsimile or similar means of recorded electronic communication (with receipt confirmed) as follows:

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(a)

to 446 at:


446 Holdings Inc.
c/o Miller Thomson LLP
40 King Street West
Suite 5800
Toronto, Ontario
Canada M5H 3S1

Attention:		John Campbell
Facsimile:		(416) 595-8695

with a copy to:

Stikeman Elliott LLP
5300 Commerce Court West
199 Bay Street
Toronto, Ontario
Canada M5L 1B9

Attention:		Edward J. Waitzer
Facsimile:		(416) 947-0866

(b)

to RM Sub at:


Veleron Holding B.V.
Haaksbergweg 31
Suite 4
1101 BP Amsterdam
The Netherlands

Facsimile:		31 20 650 9061

with a copy to:

Open Joint Stock Company Russian Machines
Registration #1047701003778
3 Kapranov Lane
123242 Moscow
Russia

Attention:		General Director
Facsimile:		7 495 705 5792

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and to:

Bennett Jones LLP
3400 One First Canadian Place
P.O. Box 130
Toronto, Ontario
Canada M5X 1A4

Attention:		Alan Bell
Facsimile:		(416) 863-1716

and to:

Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019-7475

Attention:		Mark Greene and Richard Hall
Facsimile:		(212) 474-3700

(ii)	Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a Business Day, on the next following Business Day).

An Investor may change its address for service and may add “copy to” parties from time to time by providing a notice in accordance with the foregoing. Any subsequent notice must be sent to the Investor at its changed address. Any element of an Investor’s address that is not specifically changed in a notice will be assumed not to be changed.

Section 9.2 Time of the Essence.

Time is of the essence in this Agreement.

Section 9.3 Announcements.

No public release or announcement concerning the transactions contemplated by this Agreement shall be issued by an Investor without the approval of the other Investor (which consent shall not be unreasonably withheld), except as such release or announcement may be required by Applicable Laws, in which case the Investor required to make the release or announcement shall allow the other Investor reasonable time to comment on such announcement in advance of such issuance.

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Section 9.4 Third Party Beneficiaries.

The Investors intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Investors. No Person, other than the Investors, is entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum. The Investors reserve their right to vary or rescind the rights at any time and in any way whatsoever, if any, granted by or under this Agreement to any Person who is not an Investor, without notice to or consent of that Person.

Section 9.5 No Agency or Partnership.

Nothing contained in this Agreement makes or constitutes an Investor, or any of its directors, officers or employees, the representative, agent, principal, partner, joint venturer, employer or employee of the other Investor.

Section 9.6 Expenses.

Except as otherwise expressly provided in this Agreement, each Investor will pay for its own costs and expenses incurred in connection with this Agreement and the transactions contemplated by it. The fees and expenses referred to in this Section are those which are incurred in connection with the negotiation, preparation, execution and performance of this Agreement, and the transactions contemplated by this Agreement, including the fees and expenses of legal counsel, investment advisers and accountants.

Section 9.7 Amendments and Waivers.

No amendment or waiver of any provision of this Agreement shall be binding on any Investor unless consented to in writing by that Investor. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise expressly provided.

Section 9.8 Entire Agreement.

This Agreement, together with the Transaction Agreement and the agreements contemplated therein to which the Investors are party, constitute the entire agreement between the Investors with respect to the transactions contemplated hereby and thereby and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Investors. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Investors in connection with the subject matter of this Agreement, the Transaction Agreement or any of the agreements contemplated therein, except as specifically set forth in this Agreement, the Transaction Agreement or in the agreements contemplated therein. The Investors have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement, the Transaction Agreement or the agreements contemplated therein.

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Section 9.9 Successors and Assigns.

This Agreement shall enure to the benefit of and shall be binding on, and enforceable by, the Investors and, where the context so permits, their respective successors and permitted assigns. No Investor may assign any of its rights or obligations hereunder without the prior written consent of the other Investor, except that RM Sub shall assign its rights and obligations hereunder to any Person to whom it transfers the RM Sub Securities (as defined in the Exit Agreement).

Section 9.10 Severability.

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Investor. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Investors shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Investors as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 9.11 Governing Law.

This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the Investors shall be governed by, the laws of the Province of Ontario and the federal laws of Canada applicable in that province. Subject to Article 8, each Investor unconditionally submits to the non-exclusive jurisdiction of the courts of the Province of Ontario.

Section 9.12 Counterparts.

This Agreement may be executed in any number of counterparts (including counterparts by facsimile) and all such counterparts taken together will be deemed to constitute one and the same instrument. The Investors may rely on copies of this Agreement which are delivered by facsimile as if such copies were originals.

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IN WITNESS WHEREOF the Investors have executed this Investors Agreement.


446 HOLDINGS INC.

By:		/s/ BELINDA STRONACH
		Authorized Signing Officer

By:
		Authorized Signing Officer

VELERON HOLDING B.V.

By:		/s/ MIKHAIL GURFINKEL
		Authorized Signing Officer

By:
		Authorized Signing Officer

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EXHIBIT D

446 HOLDINGS INC.

and

VELERON HOLDING B.V.

as Investors

and

MPMAG HOLDINGS INC.

as Principals Holdco

and

M UNICAR INC.

as Newco

and

2143453 ONTARIO INC.

as Newco I.5

and

2143455 ONTARIO INC.

as Newco II

NEWCO II UNANIMOUS SHAREHOLDERS AGREEMENT

September 20, 2007

TABLE OF CONTENTS


		Page
	ARTICLE 1 INTERPRETATION

Section 1.1	Defined Terms.	1
Section 1.2	Gender and Number.	8
Section 1.3	Sections and Headings.	8
Section 1.4	Currency.	8
Section 1.5	Certain Phrases.	8
Section 1.6	Statutory References.	9

	ARTICLE 2 IMPLEMENTATION OF AGREEMENT AND TERM

Section 2.1	Actions in Accordance with Agreement.	9
Section 2.2	Conflicts.	9
Section 2.3	Newco I.5 and Newco II Consent.	10
Section 2.4	Share Certificates.	10
Section 2.5	Term of Agreement.	10
Section 2.6	Agreement to be Bound.	10
Section 2.7	Deemed Consent under Articles.	11

	ARTICLE 3 BUSINESS AND MANAGEMENT OF NEWCO I.5 AND NEWCO II

Section 3.1	Business of Newco I.5 and Newco II.	11
Section 3.2	Distributions.	11
Section 3.3	Approval of the Investors.	11
Section 3.4	Maintenance	12

	ARTICLE 4 DIRECTORS AND SHAREHOLDERS

Section 4.1	Directors of Newco I.5 and Newco II.	12
Section 4.2	Appointment of Directors of Magna and Voting of Magna Shares.	13
Section 4.3	Indemnification.	14

	ARTICLE 5 RESTRICTIONS ON TRANSFER

Section 5.1	Restrictions on Transfer by Investors.	15
Section 5.2	Permitted Transfers by Investors.	15
Section 5.3	Encumbering of Newco II Shares or Newco II Loan.	15


	ARTICLE 6 REPRESENTATIONS AND WARRANTIES

Section 6.1	Representations and Warranties of the Investors.	16
Section 6.2	Survival.	17

	ARTICLE 7 ARBITRATION
Section 7.1	Settling Disputes.	17
Section 7.2	Right to Oral Discovery.	18
Section 7.3	Injunctive Relief.	18

	ARTICLE 8 MISCELLANEOUS

Section 8.1	Principals Agreement.	18
Section 8.2	Notices.	18
Section 8.3	Time of the Essence.	23
Section 8.4	Announcements.	23
Section 8.5	Third Party Beneficiaries.	23
Section 8.6	No Agency or Partnership.	23
Section 8.7	Expenses.	23
Section 8.8	Amendments and Waivers.	23
Section 8.9	Entire Agreement.	24
Section 8.10	Successors and Assigns.	24
Section 8.11	Severability.	24
Section 8.12	Governing Law.	24
Section 8.13	Counterparts.	25

	ARTICLE 9 RELEASE BY PRINCIPALS HOLDCO OF NEWCO II

Section 9.1	Release by Principals Holdco of Newco II	25

NEWCO II UNANIMOUS SHAREHOLDERS AGREEMENT

Newco II Unanimous Shareholders Agreement dated September 20, 2007 among 446 Holdings Inc. (“446”), Veleron Holding B.V. (“RM Sub”), MPMAG Holdings Inc. (“Principals Holdco”), M Unicar Inc. (“Newco”), 2143453 Ontario Inc. (“Newco I.5”) and 2143455 Ontario Inc. (“Newco II”).

RECITALS:

(a)

Newco is the registered and beneficial owner of 84,800 Voting Preferred Shares and 84,800 Class B Common Shares of Newco I.5;

(b)

Newco I.5 is the registered and beneficial owner of 100 Class B Common Shares and 1,000,000 Non-Voting Preferred Shares of Newco II;

(c)

446 is the registered and beneficial owner of 42,000 Class B Shares of Newco;

(d)

RM Sub is the registered and beneficial owner of 42,000 Class C Common Shares of Newco and 100 Class A Common Shares of Newco II, and has made the Newco II Loan to Newco II;

(e)

Principals Holdco is the registered and beneficial owner of 15,200 Class A-1 Common Shares and 15,200 Class A Preferred Shares of Newco I.5; and

(f)

the Parties have entered into this Agreement to establish, among other things, rights and obligations arising out of, or in connection with, the ownership of shares of Newco I.5 and Newco II.

In consideration of the above recitals, the agreements of the Parties contained in this Agreement and other good and valuable consideration (the receipt and adequacy of which are acknowledged), the Parties agree as follows:

ARTICLE 1

INTERPRETATION

Section 1.1 Defined Terms.

As used in this Agreement, the following terms have the following meanings:

“446” means 446 Holdings Inc., a corporation existing under Act, and its successors.

“446 Magna Nominees” has the meaning specified in Section 4.2(1)(a).

“Act” means the Business Corporations Act (Ontario).

“Agreement” means this agreement and all schedules attached to it as amended, modified, restated, replaced or supplemented from time to time.

“affiliate” has the meaning ascribed to such term from time to time in the Securities Act (Ontario).

“Business Day” means any day of the year, other than a Saturday, Sunday or day observed as a statutory holiday in Toronto, Ontario, New York, New York, or Moscow, Russia.

“Collateral” has the meaning assigned to it in the Exit Agreement.

“Directors” means the Persons who are elected or appointed as directors of, as the context requires, Newco I.5 or Newco II, in accordance with this Agreement.

“Exchange Agreement” means the exchange agreement dated the date hereof among Magna, 446, RM, RM Sub, 445327 Ontario Limited, Newco I.5 and Newco II.

“Exchange Time” has the meaning specified in the Exchange Agreement.

“Exit Agreement” means the exit agreement dated the date hereof among Newco, Newco I.5, Newco II, 445327 Ontario Limited, 446, RM and RM Sub.

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Québec and the United States Securities and Exchange Commission, (ii) self-regulatory organization or stock exchange, including the Toronto Stock Exchange and the New York Stock Exchange, (iii) subdivision, agent, commission, board, or authority of any of the foregoing, or (iv) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing.

“GKP Holdco” means GKP Holdings Inc., a corporation existing under the Act, and its successors.

“Independent” means directors of Magna who are “independent” within the meaning of Multilateral Instrument 52-110 – Audit Committees (or any successor instrument) and under any applicable rules of any stock exchange upon which the Magna Shares are listed.

“Investor” means each of 446 and RM Sub and any Permitted Transferee to whom RM Sub has Transferred Newco II non-voting common shares in accordance with the terms of this Agreement.

“Investors Agreement” means the Investors Agreement dated the date hereof between 446 and RM Sub.

“Magna” means Magna International Inc., a corporation existing under the Act, and its successors.

- 3 -

by any one or more Persons as a stock dividend or distribution on or in respect of such shares, and (iv) any security, other instrument or right that is exercisable, exchangeable or convertible into, or evidences the right to acquire, any class A subordinate voting shares in the capital of Magna or any of the other above securities.

“Magna Corporate Constitution” means the Corporate Constitution which forms part of the articles of arrangement of Magna.

“Magna Directors” has the meaning specified in Section 4.2(1).

“Magna Group” means Magna and its Subsidiaries, taken as a whole.

“Magna Shares” means, collectively, the Magna Class A Shares and the Magna Class B Shares.

“Newco” means M Unicar Inc., a corporation existing under the Act, and its successors.

“Newco I.5” means 2143453 Ontario Inc., a corporation existing under the Act, and its successors.

“Newco I.5 Shares” means the Voting Preferred Shares and Class A-1 Common Shares of Newco I.5, appropriately adjusted for stock splits, stock dividends, reverse stock splits, share consolidations and similar events and, where the context permits, includes: (i) any securities into which such shares may be converted, reclassified, redesignated, subdivided, consolidated or otherwise changed, (ii) any securities received by the holders of such shares as a result of any merger, amalgamation, reorganization, arrangement or other similar transaction involving Newco I.5, (iii) any securities of Newco I.5 which are received by any one or more Persons as a stock dividend or

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distribution on or in respect of such shares and (iv) any security, other instrument or right that is exercisable, exchangeable or convertible into, or evidences the right to acquire, any Voting Preferred Shares or Class A-1 Common Shares in the capital of Newco I.5 or any of the other above securities.

“Newco II” means 2143455 Ontario Inc., a corporation existing under the Act, and its successors.

“Newco II Loan” means the loan provided by RM Sub to Newco II on the date hereof and evidenced by the Newco II Loan Note.

“Newco II Shares” means the Non-Voting Preferred Shares, Non-Voting Common Shares, Voting Common Shares and Special Shares of Newco II, appropriately adjusted for stock splits, stock dividends, reverse stock splits, share consolidations and similar events and, where the context permits, includes: (i) any securities into which such shares may be converted, reclassified, redesignated, subdivided, consolidated or otherwise changed, (ii) any securities received by the holders of such shares as a result of any merger, amalgamation, reorganization, arrangement or other similar transaction involving Newco II, (iii) any securities of Newco II which are received by any one or more Persons as a stock dividend or distribution on or in respect of such shares, and (iv) any security, other instrument or right that is exercisable, exchangeable or convertible into, or evidences the right to acquire, any Non-Voting Preferred Shares, Non-Voting Common Shares, Voting Common Shares or Special Shares in the capital of Newco II or any of the other above securities.

“Newco Shares” means the Class A Shares, Class B Shares and Class C Common Shares of Newco, appropriately adjusted for stock splits, stock dividends, reverse stock splits, share consolidations and similar events and, where the context permits, includes: (i) any securities into which such shares may be converted, reclassified, redesignated, subdivided, consolidated or otherwise changed, (ii) any securities received by the holders of such shares as a result of any merger, amalgamation, reorganization, arrangement or other similar transaction involving Newco, (iii) any securities of Newco which are received by any one or more Persons as a stock dividend or distribution on or in respect of such shares and (iv) any security, other instrument or right that is exercisable, exchangeable or convertible into, or evidences the right to acquire, any Class A Shares, Class B Shares or Class C Common Shares in the capital of Newco or any of the other above securities.

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“Out of the Ordinary Course Transaction” means, in respect of the Magna Group, a commitment or agreement to: (i) incur or assume any indebtedness for borrowed money in excess of $500 million in the aggregate or guarantee any indebtedness in excess of $500 million in the aggregate (other than the debt of any Person acquired, directly or indirectly, by Magna if such debt is not guaranteed by Magna); (ii) acquire (by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner) any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire any assets, having a purchase price in excess of $250 million, in a single transaction or series of related transactions; (iii) divest any business or any corporation, partnership, association or other business organization or division of the Magna Group, or otherwise sell any assets of the Magna Group, for a purchase price in excess of $250 million, in a single transaction or series of related transactions; (iv) invest in or acquire any non-automotive businesses in excess of $20 million per year in the aggregate; (v) except for transactions referred to in paragraph (vi), enter into or amend any oral or written contract or related party transaction with any of Frank Stronach, 445327 Ontario Limited or the Stronach Trust or any of their respective affiliates, unless any such transaction or proposed transaction has been publicly disclosed by Magna or otherwise disclosed to RM Sub by Magna prior to May 10, 2007; (vi) enter into any transactions in respect of real property or any amendments thereto with MI Developments Inc. or its Subsidiaries unless any such transaction or amendment has been approved by a majority of the Independent directors or by a committee of Independent directors of Magna; or (vii) issue treasury shares in the capital of Magna having an issue price in excess of $100 million, in the aggregate, other than shares issued by Magna pursuant to the terms of outstanding options, convertible debt or other securities of Magna that are convertible into, or exchangeable or exercisable for shares of Magna.

“Parties” means Newco II, Newco I.5, Newco, Principals Holdco, 446 and RM Sub.

“Permitted Transferee” means:

(a)

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(b)

one or more trusts for the benefit of one or more of the individuals described in paragraph (a); or

(c)

an entity, directly or indirectly, majority controlled by any of the foregoing.

“Pledge” means the pledge agreement dated the date hereof between Newco II and RM Sub.

“PPSA” means the Personal Property Security Act (Ontario).

“Principals Agreement” means the principals agreement dated the date hereof among Donald J. Walker, Siegfried Wolf, Vincent J. Galifi, Peter Koob, Jeffrey O. Palmer, GKP Holdco, Principals Holdco, Newco and Newco I.5.

“Principals Holdco” means MPMAG Holdings Inc., a corporation existing under the Act, and its successors.

“Realization Event” has the meaning specified in the Exit Agreement.

“Registration Rights Agreement” means the registration rights agreement dated the date hereof among Magna, RM Sub, Newco I.5, Newco II and RM’s Lender.

“RM’s Lender” means the lender or syndicate of lenders, from time to time, providing any portion of the RM Loan that is secured by the Collateral.

“RM Loan” has the meaning specified in the Exit Agreement.

“RM Sub” means Veleron Holding B.V., a company existing under the laws of The Netherlands, and its successors.

“RM Sub Magna Nominees” has the meaning specified in Section 4.2(1)(b).

“Section 116 Event” means the resignations of directors contemplated by Sections 3.1(8) and 3.1(9) of the Exit Agreement following either such section becoming applicable.

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“Transaction Agreement” means the transaction agreement dated May 10, 2007 among Magna, RM, RM Sub, 445327 Ontario Limited, the Stronach Trust and the individuals named therein.

“Transaction Agreements” means this Agreement, the Exit Agreement, the Exchange Agreement, the Investors Agreement, the Newco II Loan, the Pledge, the Principals Agreement and the Registration Rights Agreement.

“Transfer” means any (i) transfer, sale, assignment, exchange, gift, donation, mortgage, pledge, charge, encumbrance, grant of security interest or other disposition of securities where possession, legal title, beneficial ownership or the economic risk or return associated with such securities passes directly or indirectly from one Person to another or to the same Person in a different legal capacity, whether or not for value, whether or not voluntary and however occurring, or (ii) agreement, undertaking or commitment to effect any of the foregoing and “Transferred” shall be construed accordingly.

Section 1.2 Gender and Number.

Any reference in this Agreement to gender includes all genders. Words importing the singular number also include the plural and vice versa.

Section 1.3 Sections and Headings.

Section 1.4 Currency.

Unless otherwise indicated, all dollar amounts in this Agreement are expressed in United States funds.

Section 1.5 Certain Phrases.

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Section 1.6 Statutory References.

ARTICLE 2

IMPLEMENTATION OF AGREEMENT AND TERM

Section 2.1 Actions in Accordance with Agreement.

(a)

Each Investor shall vote its Newco Shares to cause Newco to fulfill its obligations under this Agreement, whether at a meeting of the shareholders of Newco or by written resolution of the shareholders of Newco, and shall take all other actions and proceedings as may be required to give effect to this Agreement.

(b)

Each of Newco and Principals Holdco shall vote its Newco I.5 Shares to give effect to this Agreement, whether at a meeting of the shareholders of Newco I.5 or by written resolution of the shareholders of Newco I.5, and shall take all other actions and proceedings as may be required to give effect to this Agreement.

(c)

Each of Newco I.5 and RM Sub shall vote its Newco II Shares to give effect to this Agreement, whether at a meeting of shareholders of Newco II or by written resolution of shareholders of Newco II, and shall take all other actions and proceedings as may be required to give effect to this Agreement.

(d)

Each of Newco I.5 and Newco II shall vote its Magna Shares held directly or indirectly to give effect to this Agreement and shall take all other actions and proceedings as may be required to give effect to this Agreement.

Section 2.2 Conflicts.

In the event of any conflict between the provisions of this Agreement and the provisions of Newco I.5’s or Newco II’s articles or by-laws, this Agreement will prevail. Each of the Investors, Principals Holdco, Newco I.5 and Newco shall take such actions and proceedings as may be required to amend Newco I.5’s or Newco II’s articles and by-laws to resolve any conflicts in favour of this Agreement.

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Section 2.3 Newco I.5 and Newco II Consent.

Each of Newco I.5 and Newco II consents to this Agreement and is governed by its terms.

Section 2.4 Share Certificates.

In addition to any legends required by Applicable Laws, all certificates representing shares in the capital of Newco I.5 or Newco II must bear the following legend:

“The shares represented by this certificate are subject to the Newco II Unanimous Shareholders Agreement dated September 20, 2007 among the Corporation and its shareholders, as may be amended from time to time, and such shares may not be pledged, sold or otherwise transferred except in accordance with the terms of that agreement. Any transfer made in contravention of such restrictions is null and void. A copy of the agreement is on file at the registered office of the Corporation and available for inspection on request and without charge.”

Section 2.5 Term of Agreement.

(1)	This Agreement terminates on the earlier to occur of the date on which:

(a)

the Investors Agreement is terminated in accordance with its terms; or

(b)

this Agreement is terminated by written agreement among all of the Parties.

(2)	Effective at the Exchange Time, Newco II shall cease to have any rights or obligations under this Agreement, including any obligations with respect to any breach of this Agreement by Newco II prior to the Exchange Time.

Section 2.6 Agreement to be Bound.

In order for a Transfer by RM Sub to a Permitted Transferee to be effective, the Permitted Transferee who acquires Newco II Shares from RM Sub must concurrently with becoming a shareholder of Newco II execute and deliver to the Parties a counterpart copy of this Agreement or a written agreement in form and substance satisfactory to the Parties, acting reasonably, agreeing to be bound by the Transaction Agreements to which RM Sub is a party.

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Section 2.7 Deemed Consent under Articles.

Each of the Parties hereby (i) consents to a Transfer of Newco II Shares made in accordance with this Agreement and (ii) agrees that such consent satisfies the requirement for any consent to any such Transfer of Newco II Shares required under Newco II’s articles of incorporation or by-laws and that no further consent is required for any such Transfer.

ARTICLE 3

BUSINESS AND MANAGEMENT OF NEWCO I.5 AND NEWCO II

Section 3.1 Business of Newco I.5 and Newco II.

The sole business of Newco I.5 and Newco II is to, directly or indirectly, acquire and hold Magna Shares, to distribute funds pursuant to Newco I.5’s and Newco II’s distribution policy, whether such funds are received by Newco I.5 or Newco II as a result of holding Magna Shares or otherwise, and to enter and perform its obligations under those of the Transaction Agreements to which it is a party.

Section 3.2 Distributions.

Each of the Newco I.5 board of directors and the Newco II board of directors shall establish a distribution policy for Newco I.5 and Newco II, respectively, which shall include the prompt distribution by Newco I.5 and Newco II (by way of dividend or return of capital) to their shareholders in accordance with their articles of incorporation and by-laws of all distributions and other income received by Newco I.5 and Newco II from Magna or otherwise, less amounts required to satisfy Newco I.5’s and Newco II’s expenses and other liabilities, including by way of reserves provided by the Directors for that purpose.

Section 3.3 Approval of the Investors.

(1)

Without receiving the prior written approval of each of the Investors, until a Section 116 Event, neither Newco I.5 nor Newco II shall make any decision about, take action on or implement any matter, other than performing its obligations under the terms of the Transaction Agreements to which it is a party and any other agreement entered into by it in compliance with the terms hereof, and paying dividends to its shareholders in accordance with the articles and by-laws. Without limiting the generality of the foregoing, neither Newco I.5 nor Newco II shall amend its articles of incorporation or its by-laws, issue any shares, redeem or retract any of their shares or any shares of the other, or buy or sell any Magna Shares, other than in connection with performing its obligations under the terms of the Transaction Agreements to which it is a party and any other agreement entered into by it in compliance with the terms hereof, without receiving the prior written approval of each of the Investors.

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(2)	Unless the prior written approval of each of the Investors is received, until a Section 116 Event, each of Newco I.5 and Newco II shall vote its Magna Shares held directly or indirectly for the election or removal of Magna Directors pursuant to the terms of this Agreement.

Section 3.4 Maintenance

Each of Newco I.5 and Newco II shall maintain its existence during the entire term of this Agreement.

ARTICLE 4

DIRECTORS AND SHAREHOLDERS

Section 4.1 Directors of Newco I.5 and Newco II.

(1)

Subject to this Section 4.1, until a Section 116 Event, each of Newco I.5 and Newco II shall have six Directors, which number shall be adjusted if the number of Directors of Newco changes so that the number of Directors of Newco I.5 and Newco II shall always be the same as the number of directors of Newco.

(2)	Until a Section 116 Event, the Directors shall be the same as the directors of Newco.

(3)

446 shall advise each of Newco I.5 and Newco II in writing as to which Directors of Newco I.5 and Newco II, respectively, are the Class B Shareholder Nominees (who shall be the directors of Newco who are the Class B Shareholder Nominees (as defined in the by-laws of Newco)). RM Sub shall advise each of Newco I.5 and Newco II in writing as to which Directors of Newco I.5 and Newco II, respectively, are the Class C Shareholder Nominees (who shall be the directors of Newco who are the Class C Shareholder Nominees (as defined in the by-laws of Newco)).

(4)	If a nominee Director of an Investor resigns or is removed as a director of Newco, the Investor shall cause such individual to resign as a Director of Newco I.5 and Newco II.

(5)	If an Investor wishes to remove either of its nominee Directors as a director of Newco, such Investor shall also remove such individual as a Director of Newco I.5 and Newco II.

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(6)

If a replacement director of Newco I.5 and Newco II is not elected or appointed within 10 days of the nominee director of Newco I.5 and Newco II resigning or being removed because such Investor has failed to nominate a replacement, the Directors then in office are entitled to transact business and exercise all of the powers and functions of the Directors.

Section 4.2 Appointment of Directors of Magna and Voting of Magna Shares.

(1)	Until a Section 116 Event, each of Newco I.5 and Newco II shall vote its Magna Shares held directly or indirectly to cause the board of directors of Magna to consist of:

(a)

six nominees of 446 (the “446 Magna Nominees”), one of whom shall be appointed the chairman of the board of directors of Magna, provided that at least four of such nominees must be Independent;

(b)

six nominees of RM Sub (the “RM Sub Magna Nominees”), provided that at least four of such nominees must be Independent; and

(c)

Donald J. Walker and Siegfried Wolf

(collectively, the “Magna Directors”). Notwithstanding the foregoing, in the event that the employment of either Donald J. Walker or Siegfried Wolf as an executive officer of Magna is terminated by Magna, or he is requested by Magna to resign as an executive officer of Magna, unless each of the Investors agrees in writing, Newco II shall vote its Magna Shares to remove him as a Magna Director.

(2)

If:

(a)

a nominee Magna Director resigns or is removed as a Magna Director; or

(b)

446 or RM Sub wishes to remove one of its nominee Magna Directors,

for any reason prior to a Section 116 Event, each of Newco I.5 and Newco II shall vote its Magna Shares held directly or indirectly to cause the board of directors of Magna to, in the case of (b), remove such nominee Magna Director, and to fill any vacancy by the election or appointment of an individual nominated by the Investor whose nominee resigned or was removed.

(3)	Until a Section 116 Event, each of the Investors shall consult with the other to ensure that the requisite number of Magna Directors nominated by the Investors pursuant to Section 4.2(1) will be “resident Canadians” within the

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meaning of the Act; provided that in the event that the Investors are unable to agree upon which of the Magna Directors nominated by them will be “resident Canadians” within the meaning of the Act then (i) 446 shall ensure that at least three of the 446 Magna Nominees who are Independent are “resident Canadians” and (ii) RM Sub shall ensure that at least two of the RM Sub Magna Nominees who are Independent are “resident Canadians”.

(4)	Until a Section 116 Event, each of Newco I.5 and Newco II shall vote its Magna Shares, held directly or indirectly, to cause Magna to, as soon as practicable, adopt and maintain governance guidelines, which shall form part of the procedure of the board of directors of Magna, to the effect that:

(a)

each Magna Director must declare his or her interest and abstain from voting on all matters where there is an actual or perceived conflict of interest involving him or her, including in the case of Magna Directors who are direct or indirect shareholders of Principals Holdco:

(i)

the appointment of Magna Directors to committees of the Magna board of directors; and

(ii)

with respect to any matter where any 446 Magna Nominee or RM Sub Magna Nominee who is not Independent has declared an interest and is abstaining from voting; and

(b)

the approval of any Out of the Ordinary Course Transaction will require the approval of at least two-thirds of the Magna Directors voting in respect of such transaction.

(5)	Until a Section 116 Event, each of Newco I.5 and Newco II shall vote its Magna Shares held directly or indirectly:

(a)

against any resolution that would have the effect of detracting from the culture, business philosophies and operating principles that have been the cornerstone of Magna’s success, including in particular the Magna Corporate Constitution and the employee profit sharing and employee charter principles contained therein; and

(b)

in favour of any resolution that may be required to reaffirm or otherwise maintain in force such culture, philosophies and principles in all fundamental respects.

Section 4.3 Indemnification.

Each of Newco I.5 and Newco II shall indemnify its Directors to the fullest extent permitted by the Act. Nothing in this Agreement limits the right of any Director to claim indemnity apart from the provisions of this Agreement, if the Director is entitled to such indemnity.

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ARTICLE 5

RESTRICTIONS ON TRANSFER

Section 5.1 Restrictions on Transfer by Investors.

(1)	No shareholder of Newco I.5 or Newco II may Transfer any Newco I.5 Shares or Newco II Shares, including by way of retraction of retractable shares, except as expressly permitted by this Agreement, the Principals Agreement or the Exit Agreement.

(2)

Any purported Transfer of Newco I.5 Shares or Newco II Shares in violation of this Agreement is void. Each of the Parties shall take such action as is required to prevent Newco I.5 or Newco II from recording such a purported transfer on the share register of Newco I.5 or Newco II maintained for the Newco I.5 Shares or Newco II Shares.

(3)

From the date of any purported Transfer by a shareholder of Newco II Shares in violation of this Agreement, all rights of such shareholder set out in this Agreement are suspended and inoperative until the purported Transfer is rescinded. This remedy is in addition to and not in lieu of any other remedies that may be available to a Party.

Section 5.2 Permitted Transfers by Investors.

(1)	Subject to this Section 5.2, upon twenty Business Days prior written notice to each of the other Parties of the particulars of the proposed Transfer, RM Sub is entitled to Transfer its Newco II Shares and its interest in the Newco II Loan to any of its Permitted Transferees.

(2)	No proposed Transfer of any Newco II Shares or an interest in the Newco II Loan is effective until the Permitted Transferee complies with Section 2.6.

(3)	Notwithstanding any other provision of this Agreement, RM Sub is prohibited from Transferring Newco II Shares in a transaction that results in Newco II becoming liable as a “resident contributor” to a non-resident trust for the purposes of the Income Tax Act (Canada).

Section 5.3 Encumbering of Newco II Shares or Newco II Loan.