Common use of Initial Loans Clause in Contracts

Initial Loans. This Agreement shall not become effective nor shall the Lenders be required to make the initial Loans unless (i) since December 31, 2009, no event, development or circumstance shall have occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole and (ii) the Borrowers shall have (a) paid all fees required to be paid in connection with the execution of this Agreement, (b) furnished to the Global Administrative Agent, with sufficient copies (other than in the case of any Notes) for each of the Lenders, such documents as the Global Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit D to this Agreement, (c) obtained all governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, (d) delivered to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1), (2) and (3), for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each of the foregoing clauses (A), (B) and (C), for the 2010 fiscal year, together with key underlying assumptions in reasonable detail and (e) delivered evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under the Existing Credit Agreement, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of this Agreement; provided that any Lender hereunder which is also a “Lender” under the Existing Credit Agreement hereby waives any requirement of five (5) Business Days notice by the “Borrowers” under the Existing Credit Agreement prior to the reduction of the commitments thereunder and the termination thereof.

Appears in 2 contracts

Samples: 364 Day Credit Agreement (Harley Davidson Inc), Credit Agreement (Harley Davidson Inc)

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Initial Loans. This Agreement shall not become effective nor shall the Lenders be required to make the initial Loans unless (i) since December 31, 20092015, no event, development or circumstance shall have occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole whole, (ii) the Global Administrative Agent shall have received evidence of an effective amendment to the Credit Agreement dated April 7, 2014 (the “Existing 2014 Credit Agreement”) among inter xxxx Xxxxxx, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as global administrative agent, making conforming changes to the Existing 2014 Credit Agreement to correspond with the terms of this Agreement other than in respect of pricing, maturity and borrowers and (iiiii) the Borrowers shall have (a) paid all fees required to be paid, and all expenses required to be paid for which invoices have been presented reasonably in advance of the Closing Date, in connection with the execution of this Agreement, (b) furnished to the Global Administrative Agent, with sufficient copies (other than in the case of any Notes) for each of the Lenders, Agent such documents as the Global Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit D to this Agreement, (c) obtained all governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, (d) delivered to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), ) and (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1), (2) and (32), for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each of the foregoing clauses (A), (B) and (C), for the 2010 fiscal year, together with key underlying assumptions in reasonable detail and (e) delivered evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under the Existing Credit Agreement, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of this Agreement; provided that any Lender hereunder which is also a “Lender” under the Existing Credit Agreement hereby waives (A) any requirement of five (5) Business Days notice by the “Borrowers” under the Existing Credit Agreement prior to the reduction of the commitments thereunder and the termination thereof and (B) the payment of any amounts under Section 3.4 of the Existing Credit Agreement in connection with the termination thereof.

Appears in 2 contracts

Samples: 5 Year Credit Agreement, Credit Agreement (Harley Davidson Inc)

Initial Loans. This Agreement shall not become effective nor shall the Lenders be required to make the initial Loans unless (i) since December 31, 20092007, no event, development or circumstance shall have occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole and (ii) the Borrowers shall have (a) paid all fees required to be paid in connection with the execution of this Agreement, (b) furnished to the Global Administrative Agent, with sufficient copies (other than in the case of any Notes) for each of the Lenders, such documents as the Global Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit D to this Agreement, (c) obtained all governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, (d) delivered to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), (2) unaudited Consolidated financial statements of Harley (excluding and HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1), (2) and (3), for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (42) satisfactory unaudited interim consolidated financial statement projections statements of (A) Harley (on a Consolidated basis), (B) Harley (excluding and HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each of the foregoing clauses (A), (B) and (C), for the 2010 fiscal yearquarter ended March 31, together with key underlying assumptions in reasonable detail 2008 and (e) delivered evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under the Existing Credit AgreementAgreements, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of this Agreement; provided that any Lender hereunder which is also a “Lender” under any of the Existing Credit Agreement Agreements hereby waives any requirement of five (5) Business Days notice by the “BorrowersBorrower(s)” under the such Existing Credit Agreement Agreement(s) prior to the reduction of the commitments thereunder and the termination thereof.

Appears in 2 contracts

Samples: Credit Agreement (Harley Davidson Inc), 364 Day Credit Agreement (Harley Davidson Inc)

Initial Loans. This Agreement shall not become effective nor shall The obligations of the Lenders be required to make the initial Loans unless and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which the following conditions are satisfied (ior waived in accordance with Section 12.02) since December 31, 2009, no event, development or circumstance shall have occurred that has had, or could reasonably be expected to have, a material adverse effect on (the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole and (ii) the Borrowers shall have “Initial Loans Effective Date”): (a) paid Each of the conditions set forth in Section 6.01 hereof shall have been satisfied or waived in accordance with Section 12.02. (b) The Administrative Agent, the Arranger and the Lenders shall have received all fees and other amounts due and payable on or prior to the Initial Loans Effective Date pursuant to this Agreement or the Fee Letter, including, to the extent invoiced to the Borrower at least two (2) Business Days prior to the Initial Loans Effective Date, reimbursement or payment of all documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (c) The Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Mortgages and the other Security Instruments relating to the Oil and Gas Properties evaluated in the Initial Borrowing Base Reserve Report as necessary for the Borrower to be in compliance with Section 8.13(a). (d) The Administrative Agent shall have received an opinion of local counsel in connection with the execution of this Agreement, (bMortgages described in Section 6.02(c) furnished to in any jurisdictions reasonably requested by the Global Administrative Agent, in each case in form and substance reasonably acceptable to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received Minimum Title Information with sufficient copies respect to the Oil and Gas Properties evaluated in the Initial Borrowing Base Reserve Report. (f) The Administrative Agent shall be reasonably satisfied with the environmental condition of the Oil and Gas Properties evaluated in the Initial Borrowing Base Reserve Report. (g) The Administrative Agent shall have received the Initial Loans Financial Statements and the Initial Borrowing Base Reserve Report accompanied by a certificate covering the matters described in Section 8.11(c). (h) The Administrative Agent shall have received appropriate UCC search certificates and county-level real property record search results reflecting no prior Liens encumbering the Oil and Gas Properties evaluated in the Initial Borrowing Base Reserve Report for each jurisdiction reasonably requested by the Administrative Agent, other than those being assigned or released on or prior to the Initial Loans Effective Date or Liens permitted by Section 9.03. (i) The Lenders shall have established a Borrowing Base pursuant to Section 2.07 in an amount in excess of zero dollars ($0). (j) The Borrower shall have delivered to the case of any Notes) for each Administrative Agent a Compliance Certificate demonstrating the Borrower’s pro forma compliance with the financial ratio covenants contained in Section 9.01 as of the LendersInitial Loans Effective Date, with Total Funded Debt (or Total Net Funded Debt, as applicable), current assets and current liabilities calculated as of the Initial Loans Effective Date and EBITDA calculated by multiplying EBITDA for the most recent fiscal quarter covered by the Initial Loans Financial Statements by four (4). (k) The Administrative Agent shall have received such documents other documentation as the Global Administrative Agent or any Lender or its special counsel may have reasonably requested, including, without limitation, all request. Without limiting the generality of the documents reflected on the List provisions of Closing Documents attached as Exhibit D to this AgreementSection 11.05, (c) obtained all governmental and third party approvals necessary in connection for purposes of determining compliance with the financing contemplated hereby and conditions specified in this Section 6.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 6.02 to be consented to or approved by or acceptable or satisfactory to a Lender unless the continuing operations of Harley and its Subsidiaries (including the Borrowers) and Administrative Agent shall have received notice from such approvals remain in full force and effect, (d) delivered to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1), (2) and (3), for the two most recent fiscal years ended Lender prior to the Closing Initial Loans Effective Date as specifying its objection thereto. All documents executed or submitted pursuant to which such financial statements are available this Section 6.02 by and (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each behalf of the foregoing clauses (A), (B) Borrower or any of the other Loan Parties shall be in form and (C), for the 2010 fiscal year, together with key underlying assumptions in reasonable detail and (e) delivered evidence substance reasonably satisfactory to the Global Administrative Agent and its counsel. The Administrative Agent shall notify the Borrower and the Lenders of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under the Existing Credit AgreementInitial Loans Effective Date, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of this Agreement; provided that any Lender hereunder which is also a “Lender” under the Existing Credit Agreement hereby waives any requirement of five (5) Business Days such notice by the “Borrowers” under the Existing Credit Agreement prior to the reduction of the commitments thereunder shall be conclusive and the termination thereofbinding.

Appears in 2 contracts

Samples: Credit Agreement (Atlas Growth Partners, L.P.), Credit Agreement (Atlas Growth Partners, L.P.)

Initial Loans. This Agreement shall not become effective nor shall As conditions precedent to the Lenders be required to make making of the initial Loans unless under this Agreement, the Bank shall be furnished, in form and substance satisfactory to the Bank: (a) a certified copy of the resolutions of the Board of Directors of the Borrower authorizing the execution and delivery of, and performance under, this Agreement, the Note, the respective Security Documents and the statements, schedules, reports, certifications and all other documents related to, or required by, any of the foregoing ("RELATED DOCUMENTS"); (b) evidence of the authority of each person who has signed, or will sign, on behalf of the Borrower, this Agreement, the Note, the Security Documents and the Related Documents, and who will otherwise act as the representative of the Borrower in the operation of this Agreement; (c) the authenticated specimen signature of each person referred to in subparagraph (b) of this Section 16.1; (d) the executed Note; (e) the executed Security Documents; (f) the executed Intercreditor Agreement; (g) the facility fees required pursuant to Section 2.15 hereof; (h) the evidence of insurance required pursuant to Section 12.5 hereof; (i) since December 31opinion of the Borrower's legal counsel relating to this loan transaction acceptable to the Bank and its counsel; (j) the closing of the transactions contemplated by the Distribution Agreements; (k) a copy of the executed Distribution Agreements and copies of all of the documents and agreements executed in connection therewith, 2009all certified by a Responsible Officer of Borrower to be true and correct; (l) a copy of the executed Bank One Credit Agreement, no eventand any amendments thereto and copies of all the documents and agreements executed in connection therewith, development or circumstance shall have occurred that has had, or could reasonably all certified by a Responsible Officer of the Borrower to be expected true and correct; (m) a certificate of a duly authorized officer of the Borrower to have, a material adverse the effect set forth in Section 16.2(a) and 16.2(b) hereof; (n) all accrued fees and expenses due and payable on the businessClosing Date, assetsand, operations to the extent invoiced, reimbursement or financial condition other payment of Harley and its subsidiaries taken as a whole and (ii) the Borrowers shall have (a) paid all fees out-of-pocket expenses required to be reimbursed or paid in connection with by the Borrower hereunder or under any other Credit Document; (o) an executed original of a consent and waiver from Bank One pursuant to which Bank One shall waive any "Default" arising under Sections 12(b) and 12(d) of the Bank One Credit Agreement and shall consent to the execution and delivery by the Borrower of this Agreement, (b) furnished which consent and waiver shall be in form and substance satisfactory to the Global Administrative Agent, with sufficient copies (other than in the case of any Notes) for each of the Lenders, such documents as the Global Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit D to this Agreement, (c) obtained all governmental Bank and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain shall be in full force and effect; (p) all corporate and other proceedings, (d) delivered and all documents, instruments and other legal, diligence and financial matters in connection with the transactions contemplated by the Credit Documents, which shall be reasonably satisfactory in form and substance to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), (2) unaudited Consolidated financial statements of Harley (excluding HDFS Bank and its Subsidiaries), counsel; (3q) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each certified copies of the foregoing clauses (1), (2) articles of incorporation and (3), by-laws as well as a good standing certificate as of a recent date for the two most recent fiscal years ended prior Borrower; and (r) In addition to the Closing Date as to which such financial statements are available foregoing requirements, all legal details and (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS proceedings in connection with the transactions contemplated by this Agreement and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each of the foregoing clauses (A), (B) and (C), for the 2010 fiscal year, together with key underlying assumptions in reasonable detail and (e) delivered evidence reasonably Distribution Agreements shall be satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees Bank and premiums, if any, on all Indebtedness under the Existing Credit Agreement, its counsel and the termination Bank shall have received all such counterpart originals or certified or other copies of the applicable agreements relating theretosuch documents and proceedings in connection with such transactions, all taking effect concurrently with the effectiveness of this Agreement; provided that any Lender hereunder which is also a “Lender” under the Existing Credit Agreement hereby waives any requirement of five (5) Business Days notice by the “Borrowers” under the Existing Credit Agreement prior in form and substance satisfactory to the reduction of Bank and its counsel, as the commitments thereunder and the termination thereofBank may from time to time reasonably request.

Appears in 1 contract

Samples: Credit Agreement (Roadway Express Inc)

Initial Loans. This Agreement shall not become effective nor shall the Lenders be required to make the initial Loans unless (i) since December 31, 20092010, no event, development or circumstance shall have occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole whole, (ii) the Global Administrative Agent shall have received evidence of an effective amendment to the Existing 3-Year Credit Agreement making certain conforming changes to the Existing 3-Year Credit Agreement to correspond with the terms of this Agreement other than in respect of pricing and (iiiii) the Borrowers shall have (a) paid all fees required to be paid, and all expenses required to be paid for which invoices have been presented reasonably in advance of the Closing Date, in connection with the execution of this Agreement, (b) furnished to the Global Administrative Agent, with sufficient copies (other than in the case of any Notes) for each of the Lenders, such documents as the Global Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit D to this Agreement, (c) obtained all governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, (d) delivered to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1), (2) and (3), for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each of the foregoing clauses (A), (B) and (C), for the 2010 2011 fiscal year, together with key underlying assumptions in reasonable detail and (e) delivered evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under the Existing Credit Agreement, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of this Agreement; provided that any Lender hereunder which is also a “Lender” under the Existing Credit Agreement hereby waives any requirement of five (5) Business Days notice by the “Borrowers” under the Existing Credit Agreement prior to the reduction of the commitments thereunder and the termination thereof.

Appears in 1 contract

Samples: Credit Agreement (Harley Davidson Inc)

Initial Loans. This Notwithstanding any provision contained in this Agreement to the contrary, Lender shall not become effective nor shall the Lenders be required have no obligation to make the initial Loans Revolving Loan and the Term Loan under this Agreement unless (i) since December 31, 2009, no event, development or circumstance Lender shall have occurred that has hadfirst received the following, or could reasonably be expected all in form and substance acceptable to have, a material adverse effect on the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole and (ii) the Borrowers shall have Lender: (a) paid all fees required to be paid this Agreement and the Notes, each executed by a duly authorized officer of Borrower; (b) the Borrower Pledge, Subsidiary Pledge, collateral schedules, stock powers, UCC financing statements, and such other documents as Lender may require in connection with the execution Borrower Pledge and Subsidiary Pledge, each executed by a duly authorized officer of this Agreement, Borrower and/or Royal Palm; (bc) furnished to the Global Administrative Agent, with sufficient copies (other than in the case of any Notes) for each 360,000 shares of the Lenderscommon stock of Mercantile Trust & Savings Bank, such documents as the Global Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, representing all of the issued and outstanding common stock of Mercantile Trust & Savings Bank (as verified by the Secretary of Mercantile Trust & Savings Bank), said shares to be issued in Borrower’s name and accompanied by stock powers duly executed in blank by an authorized officer of Borrower; (d) 1,038,294 shares of the common stock of The Royal Palm Bank of Florida, representing all of the issued and outstanding common stock of The Royal Palm Bank of Florida (as verified by the Secretary of The Royal Palm Bank of Florida), said shares to be issued in Royal Palm’s name and accompanied by stock powers duly executed in blank by an authorized officer of Royal Palm; (e) the Certificate of President, executed by the President of Borrower; (f) copies of resolutions of the Board of Directors of Borrower and Royal Palm, duly adopted, which authorize the execution, delivery and performance of this Agreement and the other Transaction Documents, certified by the Secretary of Borrower and the Secretary of Royal Palm, respectively; (g) copies of the Articles or Certificate of Incorporation of Borrower and Royal Palm, including any amendments thereto, certified by the Secretary of State of the State of Delaware (Borrower), and the Secretary of State of the State of Florida (Royal Palm); (h) copies of the Bylaws of Borrower and Royal Palm, including any amendments thereto, certified by the Secretary of Borrower, and the Secretary of Royal Palm, respectively; (i) a certificate of good standing for Borrower issued by the Secretary of State of the State of Delaware, a certificate of good standing for Borrower issued by the Secretary of State of the State of Illinois, and a certificate of good standing for Royal Palm issued by the Secretary of State of the State of Florida; (j) an opinion of counsel from Schmiedeskamp, Robertson, Neu & Mxxxxxxx, the counsel representing Borrower, Subsidiary and Subsidiary Banks, in the form acceptable to Lender; (k) evidence that no change in the financial condition of Borrower, Royal Bank, any Subsidiary Bank, or any Subsidiary shall have occurred since June 30, 2006 that could have a Material Adverse Effect; (I) copies of all documents reflected on the List of Closing Documents attached as Exhibit D to this Agreement, (c) obtained all governmental and third party approvals necessary executed in connection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effectRoyal Palm Merger Transaction including, (d) delivered but not limited to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1), (2) and (3), for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each of the foregoing clauses (A), (B) and (C), for the 2010 fiscal year, together with key underlying assumptions in reasonable detail and (e) delivered evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under the Existing Credit Royal Palm Merger Agreement, and evidence satisfactory to Lender that the termination Royal Palm Merger Transaction has been approved by all applicable Regulatory Agencies; (m) copies of the applicable agreements relating thereto, all taking effect concurrently documents executed in connection with the effectiveness issuance by Borrower of this AgreementPooled Trust Preferred Securities on or about July 13, 2006; provided that any and (n) such other agreements, documents, instruments, certificates and assurances as Lender hereunder which is also a “Lender” under the Existing Credit Agreement hereby waives any requirement of five (5) Business Days notice by the “Borrowers” under the Existing Credit Agreement prior to the reduction of the commitments thereunder and the termination thereofmay reasonably request.

Appears in 1 contract

Samples: Loan Agreement (Mercantile Bancorp, Inc.)

Initial Loans. This Agreement shall not become effective nor shall the Lenders be required to make the initial Loans unless (i) since December 31, 2009, no event, development or circumstance shall have occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole and (ii) the Borrowers shall have (a) paid all fees required to be paid in connection with After the execution of this Agreement, the Company shall enter into the loan transactions described on Exhibit C which is annexed hereto and made a part hereof (bthe "Initial "Loans"). To evidence its obligation to repay the Initial Loans, the Company, acting through the Manager, shall sign and deliver such promissory notes, mortgages, security agreements, pledge agreements, certificates, instruments, documents and other items (the "Initial Loan Documents") furnished with regard to the Global Administrative AgentCompany and its properties and assets as the Manager, with sufficient copies (other than in his sole discretion, deems appropriate. The Members acknowledge and agree that it is in the case of any Notes) for each best interests of the LendersCompany, and that it is necessary for the Company, to borrow the funds to be provided by the Initial Loans and that such documents Initial Loans will constitute substantial liabilities of the Company and could cause the Company to cease operations and become insolvent if the Company does not fulfill its obligations under the Initial Loan Documents. The Members irrevocably authorize the Manager on behalf of the Company to take all actions which the Manager, in his sole discretion, deems necessary or expedient to consummate the Initial Loans including, but not limited to, the execution of the Initial Loan Documents containing such terms and provisions as the Global Administrative Agent Manager, in his sole discretion, deems appropriate. The authorization set forth in the prior sentence shall be deemed to be coupled with an interest, shall be deemed to be for adequate consideration, and shall be irrevocable. No further authorization or direction from the Members shall be required for the Manager to be deemed to be fully authorized to act for, and to bind, the Company with regard to the Initial Loans and the Initial Loan Documents. The Manager is authorized to consummate the transactions involving the Initial-Loans in such order and at times as the Manager, in his sole discretion, determines; PROVIDED, HOWEVER, that the Manager in his sole discretion may elect to not consummate all Initial Loans and/or to procure such substitute loans for any Lender or its counsel may have reasonably requestedInitial Loans not consummated all as the Manager, includingin his sole discretion, deems appropriate; PROVIDED, FURTHER, in no event shall the aggregate principal amount of the Initial Loans and loans procured in substitution therefor exceed the principal amount of $3,000,000.00 at the time of consummation of the last of such loans to be consummated without limitation, the express written prior consent of all of the documents reflected on the List of Closing Documents attached as Exhibit D to this Agreement, (c) obtained all governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, (d) delivered to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1), (2) and (3), for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each of the foregoing clauses (A), (B) and (C), for the 2010 fiscal year, together with key underlying assumptions in reasonable detail and (e) delivered evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under the Existing Credit Agreement, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of this Agreement; provided that any Lender hereunder which is also a “Lender” under the Existing Credit Agreement hereby waives any requirement of five (5) Business Days notice by the “Borrowers” under the Existing Credit Agreement prior to the reduction of the commitments thereunder and the termination thereofMembers.

Appears in 1 contract

Samples: Operating Agreement (Kti Inc)

Initial Loans. This Agreement shall not become effective nor shall the Lenders be required The Commitment of each Lender to make its initial Loan on or after the initial Loans unless date hereof is subject to the conditions that on or prior to the date of such Loan: (a) The Agent shall have received favorable written legal opinions of (i) (A) since December 31Thelen Reid & Priest LLP, 2009special New York counsel to the Borrower, no event(X) Xxxxxx & Williams LLP, development or circumstance shall have occurred that has hadcounsel to the Borrower, or could reasonably be expected to have, a material adverse effect on the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole and (ii) King & Spalding LLP, xxxxxxl New York counsel to the Borrowers Agent, in each case dated the date hereof, addressed to the Agent and the Lenders and in form and substance satisfactory to the Agent. (b) The Agent shall have received (ai) paid a copy of the certificate of formation, including all fees required amendments thereto, of the Borrower, certified as of a recent date by the Secretary of State of the state of formation of the Borrower, and a certificate as to be paid the good standing of the Borrower as of a recent date from such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary or analogous officer of the Borrower, dated the date of this Agreement and certifying (A) that attached thereto is a true and complete copy of the limited liability company agreement of the Borrower as in connection with effect on such date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto are true and complete copies of resolutions duly adopted by the board of directors or managers (or any duly authorized committee thereof) of the Borrower authorizing the execution and delivery by the Borrower of this Agreement, (b) furnished the Loans to be made hereunder and the Global Administrative Agent, with sufficient copies (other than in performance by the case Borrower of any Notes) for each of the Lenders, such documents as the Global Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit D to this Agreementits obligations hereunder, (c) obtained all governmental and third party approvals necessary in connection with the financing contemplated hereby that such resolutions have not been modified, rescinded or amended and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain are in full force and effect, (dC) delivered that the certificate of formation referred to in clause (i) above has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to such clause (i) and (D) as to the Lenders incumbency and specimen signature of each officer executing this Agreement and any other document delivered in connection herewith on behalf of the Borrower; (iii) a certificate of another officer of the Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary or analogous officer executing the certificate pursuant to (ii) above; and (iv) a certificate of a Responsible Officer of the Borrower, dated the date of this Agreement, stating that (A) no action, consent or approval of, registration or filing with or other action by any Governmental Authority is or will be required in connection with the execution, delivery and performance by the Borrower of this Agreement, except those as have been duly obtained and as are (1) audited consolidated financial statements of Harley (on a Consolidated basis)in full force and effect, (2) unaudited Consolidated financial statements of Harley (excluding HDFS sufficient for their purpose and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis)not subject to any pending or, in the case of each of the foregoing clauses (1), (2) and (3), for the two most recent fiscal years ended prior to the Closing Date as to which knowledge of such financial statements are available person, threatened appeal or other proceeding seeking reconsideration or review thereof, and (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS the representations and its Subsidiaries) warranties set forth in Article III hereof are true and correct in all material respects on and as of the date hereof, and (C) HDFS no Event of Default or Default has occurred and its Subsidiariesis continuing on the date hereof. (c) The Agent shall have received documentation and information required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, in including without limitation the case of each USA Patriot Act. (d) The Agent shall have received evidence satisfactory to it of the foregoing clauses (A), (B) execution and (C), for delivery of the 2010 fiscal year, together with key underlying assumptions in reasonable detail TXU Corp. Agreement and the TXU Gas Agreement. (e) delivered evidence The Agent shall have received such other approvals, opinions, certificates, instruments and documents as the Agent, or any of the Lenders may have reasonably requested, in form satisfactory to the Global Administrative Agent of and the requesting Lender. (f) The Lenders, the Agent and the Sole Lead Arranger named in the Letter Agreements shall have received payment of all principal, interest, fees and premiums, if any, reimbursements of all expenses for which invoices have been presented as and when due on all Indebtedness under the Existing Credit Agreement, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of this Agreement; provided that any Lender hereunder which is also a “Lender” under the Existing Credit Agreement hereby waives any requirement of five (5) Business Days notice by the “Borrowers” under the Existing Credit Agreement or prior to the reduction date of the commitments thereunder and initial Loan pursuant to the termination thereofterms of this Agreement or the Letter Agreements.

Appears in 1 contract

Samples: Credit Agreement (Txu Corp /Tx/)

Initial Loans. This Agreement shall not become effective nor shall the Lenders be required to make the initial Loans unless (i) since December 31, 20092017, no event, development or circumstance shall have occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole whole, (ii) the Global Administrative Agent shall have received evidence of an effective amendment to the Existing Multicurrency Credit Agreement making certain conforming changes to the Existing Multicurrency Credit Agreement to correspond with the terms of this Agreement other than in respect of pricing, maturity and borrowers and (iiiii) the Borrowers shall have (a) paid all fees required to be paid, and all expenses required to be paid for which invoices have been presented reasonably in advance of the Closing Date, in connection with the execution of this Agreement, (b) furnished to the Global Administrative Agent, with sufficient copies (other than in the case of any Notes) for each of the Lenders, Agent such documents as the Global Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit D to this Agreement, (c) obtained all governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, (d) delivered to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), ) and (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1), (2) and (32), for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each of the foregoing clauses (A), (B) and (C), for the 2010 fiscal year, together with key underlying assumptions in reasonable detail and (e) delivered evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under the Existing Credit Agreement, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of this Agreement; provided that any Lender hereunder which is also a “Lender” under the Existing Credit Agreement hereby waives (A) any requirement of five (5) Business Days Days’ notice by the “Borrowers” under the Existing Credit Agreement prior to the reduction of the commitments thereunder and the termination thereof and (B) the payment of any amounts under Section 3.4 of the Existing Credit Agreement in connection with the termination thereof.

Appears in 1 contract

Samples: Credit Agreement (Harley Davidson Inc)

Initial Loans. This Agreement shall not become effective nor shall The obligation of the Lenders be required to make the initial ------------- Loans, or, if earlier, to cause the initial issuance of Letters of Credit hereunder or the execution of a Foreign Exchange Contract hereunder (the first one to occur being hereinafter referred to as the "Initial Credit Event") is subject to the satisfaction of, or waiver of, immediately prior to or concurrently with the making of such Loans unless or such issuance, the following conditions precedent: (a) Not less than $60,000,000 in gross proceeds shall be generated by Borrower's issuance of its Subordinated Notes and the Agent shall have received copies of the Subordinated Note Indenture, and any and all agreements, registration statements and opinions executed and delivered or filed in connection therewith. (b) Borrower shall have demonstrated to the satisfaction of Agent that Borrower has in place accounts receivable and inventory financing facilities for its Foreign Subsidiaries and foreign factory support in amounts and subject to such terms as are acceptable to Agent in its sole discretion; (c) The Initial Credit Event shall have occurred on or before June 30, 1997. (d) The Lenders shall have received (i) since December 31, 2009, no event, development on or circumstance shall have occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole and (ii) the Borrowers shall have (a) paid all fees required to be paid in connection with the execution of this Agreement, (b) furnished to the Global Administrative Agent, with sufficient copies (other than in the case of any Notes) for each of the Lenders, such documents as the Global Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit D to this Agreement, (c) obtained all governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, (d) delivered to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1), (2) and (3), for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each of the foregoing clauses (A), (B) documents and certificates set forth in Section I of the Closing Documents List and (C), for ii) on or prior to the 2010 fiscal year, together with key underlying assumptions Initial Credit Event each of the documents and certificates set forth in reasonable detail and Section II of the Closing Documents List. (e) delivered evidence The Lenders shall have received on the Closing Date the opinions of counsel to the Borrower reasonably satisfactory to the Global Administrative Agent, dated the Closing Date in substantially the form of Exhibit I. (f) The Agent and the Lenders shall have received payment in full of the payment of Fees (as applicable), the Expenses and all principal, interest, other fees and premiums, if any, on all Indebtedness under the Existing Credit Agreement, and the termination expenses (or an irrevocable authorization to pay such fees out of the applicable agreements relating thereto, all taking effect concurrently with proceeds of the effectiveness Loans) referred to in Article 8 hereof which are payable to them on or --------- before the date of this Agreement; provided that any Lender hereunder which is also a “Lender” under the Existing Initial Credit Agreement hereby waives any requirement of five Event. (5g) Business Days notice by the “Borrowers” under the Existing Credit Agreement prior The Borrower shall have executed and delivered to the reduction of Agent all documents which the commitments thereunder and Agent determines are reasonably necessary to consummate the termination thereoflending arrangements contemplated hereby.

Appears in 1 contract

Samples: Credit Agreement (Converse Inc)

Initial Loans. This Agreement shall not become effective nor shall the Lenders be required The Commitment of each Lender to make its initial Loan on or after the initial Loans unless date hereof is subject to the conditions that on or prior to the date of such Loan: (a) The Agent shall have received favorable written legal opinions of (i) (A) since December 31Xxxxxx Xxxx & Priest LLP, 2009special New York counsel to the Borrower, no event(B) Hunton & Xxxxxxxx LLP, development or circumstance shall have occurred that has hadcounsel to the Borrower, or could reasonably be expected to have, a material adverse effect on the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole and (ii) King & Spalding LLP, special New York counsel to the Borrowers Agent, in each case dated the date hereof, addressed to the Agent and the Lenders and in form and substance satisfactory to the Agent. (b) The Agent shall have received (ai) paid a copy of the certificate of incorporation, including all fees required amendments thereto, of the Borrower, certified as of a recent date by the Secretary of State of Texas, and a certificate as to be paid the good standing of the Borrower as of a recent date from such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary or analogous officer of the Borrower, dated the date of this Agreement and certifying (A) that attached thereto is a true and complete copy of the by-laws of the Borrower as in connection with effect on such date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto are true and complete copies of resolutions duly adopted by the board of directors (or any duly authorized committee thereof) of the Borrower authorizing the execution and delivery by the Borrower of this Agreement, (b) furnished the Loans to be made hereunder and the Global Administrative Agent, with sufficient copies (other than in performance by the case Borrower of any Notes) for each of the Lenders, such documents as the Global Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit D to this Agreementits obligations hereunder, (c) obtained all governmental and third party approvals necessary in connection with the financing contemplated hereby that such resolutions have not been modified, rescinded or amended and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain are in full force and effect, (dC) delivered that the certificate of incorporation referred to in clause (i) above has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to such clause (i) and (D) as to the Lenders incumbency and specimen signature of each officer executing this Agreement and any other document delivered in connection herewith on behalf of the Borrower; (iii) a certificate of another officer of the Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary or analogous officer executing the certificate pursuant to (ii) above; and (iv) a certificate of a Responsible Officer of the Borrower, dated the date of this Agreement, stating that (A) no action, consent or approval of, registration or filing with or other action by any Governmental Authority is or will be required in connection with the execution, delivery and performance by the Borrower of this Agreement, except those as have been duly obtained and as are (1) audited consolidated financial statements of Harley (on a Consolidated basis)in full force and effect, (2) unaudited Consolidated financial statements of Harley (excluding HDFS sufficient for their purpose and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis)not subject to any pending or, in the case of each of the foregoing clauses (1), (2) and (3), for the two most recent fiscal years ended prior to the Closing Date as to which knowledge of such financial statements are available person, threatened appeal or other proceeding seeking reconsideration or review thereof, and (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS the representations and its Subsidiaries) warranties set forth in Article III hereof are true and correct in all material respects on and as of the date hereof, and (C) HDFS no Event of Default or Default has occurred and its Subsidiariesis continuing on the date hereof. (c) The Agent shall have received documentation and information required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, in including without limitation the case of each USA Patriot Act. (d) The Agent shall have received evidence satisfactory to it of the foregoing clauses (A), (B) execution and (C), for delivery of the 2010 fiscal year, together with key underlying assumptions in reasonable detail TXU Corp. Agreement and the TXU Energy Agreement. (e) delivered evidence The Agent shall have received such other approvals, opinions, certificates, instruments and documents as the Agent, or any of the Lenders may have reasonably requested, in form satisfactory to the Global Administrative Agent of and the requesting Lender. (f) The Lenders, the Agent and the Sole Lead Arranger named in the Letter Agreements shall have received payment of all principal, interest, fees and premiums, if any, reimbursements of all expenses for which invoices have been presented as and when due on all Indebtedness under the Existing Credit Agreement, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of this Agreement; provided that any Lender hereunder which is also a “Lender” under the Existing Credit Agreement hereby waives any requirement of five (5) Business Days notice by the “Borrowers” under the Existing Credit Agreement or prior to the reduction date of the commitments thereunder and initial Loan pursuant to the termination thereofterms of this Agreement or the Letter Agreements.

Appears in 1 contract

Samples: Credit Agreement (Txu Corp /Tx/)

Initial Loans. This Agreement shall not become effective nor shall the Lenders be required The obligation of Lender to make fund the initial Loans unless Revolving Loan is subject to the satisfaction or waiver on or before the date hereof of the following conditions precedent: (i) since December 31Lender shall have received each of the agreements, 2009opinions, reports, approvals, consents, certificates and other documents set forth on the closing document list attached hereto as Schedule 17(a) (the “Closing Document List”) in each case in form and substance satisfactory to Lender; (ii) Since September 30, 2004, no event, development or circumstance event shall have occurred that which has had, had or could reasonably be expected to have, either individually or in the aggregate, a material adverse Material Adverse Effect, as determined by Lender in its sole discretion; (iii) Lender shall have received payment in full of all fees and expenses payable to it by US Borrower or any other Person in connection herewith, on or before disbursement of the initial Loans hereunder; (iv) Lender shall have determined that immediately after giving effect to (A) the making of the initial Loans, including without limitation the Revolving Loans, if any, requested to be made on the businessdate hereof, assets(B) the payment of all fees due upon such date, operations or financial condition (C) the making of Harley the advances on the date hereof under the Venture Debt Agreements and its subsidiaries taken as a whole the Barclays Debt Agreement, (D) the payment of all fees due upon such date and (iiE) the Borrowers shall have (a) paid payment or reimbursement by US Borrower of Lender for all fees required to be paid closing costs and expenses incurred in connection with the execution of this Agreementtransactions contemplated hereby, (bx) furnished to the Global Administrative Agent, with sufficient copies US Borrower has Excess Availability (other than in the case of any Notes) for each inclusive of the Lenders, such documents as “Excess Availability” under the Global Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all Non-EXIM Loan Agreement) of the documents reflected on the List of Closing Documents attached as Exhibit D to this Agreement, not less than One Million and No/100 Dollars (c) obtained all governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, (d) delivered to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1), (2$1,000,000) and (3), for y) the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and Companies collectively have Excess Availability (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each inclusive of the foregoing clauses (A), (B) and (C), for the 2010 fiscal year, together with key underlying assumptions in reasonable detail and (e) delivered evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under the Existing Credit Agreement, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of this Agreement; provided that any Lender hereunder which is also a LenderExcess Availability” under the Existing Credit Agreement hereby waives any requirement Non-EXIM Loan Agreement) plus access to immediately available funds from sources other then Lender of five not less than Two Million Five Hundred Thousand and No/100 Dollars (5$2,500,000); and (v) Business Days notice by The Obligors shall have executed and delivered to Lender all such other documents, instruments and agreements which Lender determines are reasonably necessary to consummate the “Borrowers” under the Existing Credit Agreement prior to the reduction of the commitments thereunder and the termination thereoftransactions contemplated hereby.

Appears in 1 contract

Samples: Loan and Security Agreement (Oilgear Co)

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Initial Loans. This Agreement shall not become effective nor shall the Lenders be required to make the initial Loans unless (i) since December 31, 20092011, no event, development or circumstance shall have occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole whole, (ii) the Global Administrative Agent shall have received evidence of an effective amendment to the 4-Year Credit Agreement dated April 28, 2011 (the “Existing 4-Year Credit Agreement”) among inter xxxx Xxxxxx, HDFC, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as global administrative agent, making conforming changes to the Existing 4-Year Credit Agreement to correspond with the terms of this Agreement other than in respect of pricing, maturity and borrowers and (iiiii) the Borrowers shall have (a) paid all fees required to be paid, and all expenses required to be paid for which invoices have been presented reasonably in advance of the Closing Date, in connection with the execution of this Agreement, (b) furnished to the Global Administrative Agent, with sufficient copies (other than in the case of any Notes) for each of the Lenders, Agent such documents as the Global Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit D to this Agreement, (c) obtained all governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, (d) delivered to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1), (2) and (32), for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (43) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (CB) HDFS and its Subsidiaries, in the case of each of the foregoing clauses (A), (B) and (CB), for the 2010 2012 fiscal year, together with key underlying assumptions in reasonable detail and (e) delivered evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under the Existing Credit Agreement, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of this Agreement; provided that any Lender hereunder which is also a “Lender” under the Existing Credit Agreement hereby waives any requirement of five (5) Business Days notice by the “Borrowers” under the Existing Credit Agreement prior to the reduction of the commitments thereunder and the termination thereof.

Appears in 1 contract

Samples: Credit Agreement (Harley Davidson Inc)

Initial Loans. This Notwithstanding any provision contained in ------------- this Agreement to the contrary, no Bank shall not become effective nor shall the Lenders be required have any obligation to make the initial Loans Loan(s) under this Agreement unless (i) since December 31, 2009, no event, development or circumstance the Administrative Agent shall have occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole and (ii) the Borrowers shall have first received: (a) paid all fees required to be paid in connection with this Agreement and the execution Notes, each executed by a duly authorized officer of Borrower; (b) a copy of resolutions of the Board of Directors of Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Notes and the other Transaction Documents, certified by the Secretary of Borrower; (bc) furnished a copy of the Articles of Incorporation of Borrower, including any amendments thereto, certified by the Secretary of Borrower; (d) a copy of the By-Laws of Borrower, including any amendments thereto, certified by the Secretary of Borrower; (e) an incumbency certificate, executed by the Secretary of Borrower, which shall identify by name and title and bear the signatures of all of the officers of Borrower executing any of the Transaction Documents; (f) a certificate of corporate good standing of Borrower issued by the Secretary of State of the State of Missouri; (g) an opinion of the General Counsel of Borrower in form and substance satisfactory to the Global Administrative AgentAgent and each Bank; (h) the Notice of Borrowing required by Section 2.02; (i) evidence satisfactory to the Administrative Agent that that certain Loan Agreement dated as of November 30, 2000, by and among Borrower, the banks party thereto and U.S. Bank National Association, as agent for such banks, as amended by that certain First Amendment to Loan Agreement dated as of October 1, 2001 (as so amended, the "Existing Loan Agreement") has been terminated and any existing indebtedness of Borrower thereunder has been paid in full (or will be paid in full with sufficient copies (other than in the case of any Notes) for each proceeds of the Lendersinitial Loan(s) under this Agreement); (j) a letter (which must be in form and substance satisfactory to the Agent and each Bank) executed by Borrower with respect to the payment of certain upfront fees to the Banks; and (k) such other agreements, such documents documents, instruments and certificates as the Global Administrative Agent or any Lender or its counsel Bank may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit D to this Agreement, (c) obtained all governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, (d) delivered to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1), (2) and (3), for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each of the foregoing clauses (A), (B) and (C), for the 2010 fiscal year, together with key underlying assumptions in reasonable detail and (e) delivered evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under the Existing Credit Agreement, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of this Agreement; provided that any Lender hereunder which is also a “Lender” under the Existing Credit Agreement hereby waives any requirement of five (5) Business Days notice by the “Borrowers” under the Existing Credit Agreement prior to the reduction of the commitments thereunder and the termination thereofrequest.

Appears in 1 contract

Samples: Loan Agreement (Laclede Group Inc)

Initial Loans. This Agreement shall not become effective nor shall the Lenders be required to make the initial Loans unless (i) since December 31, 20092013, no event, development or circumstance shall have occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole whole, (ii) the Global Administrative Agent shall have received evidence of an effective amendment to the Existing Multicurrency Credit Agreement making certain conforming changes to the Existing Multicurrency Credit Agreement to correspond with the terms of this Agreement other than in respect of pricing and maturity and (iiiii) the Borrowers shall have (a) paid all fees required to be paid, and all expenses required to be paid for which invoices have been presented reasonably in advance of the Closing Date, in connection with the execution of this Agreement, (b) furnished to the Global Administrative Agent, with sufficient copies (other than in the case of any Notes) for each of the Lenders, Agent such documents as the Global Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit D to this Agreement, (c) obtained all governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, (d) delivered to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), ) and (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1), (2) and (32), for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each of the foregoing clauses (A), (B) and (C), for the 2010 fiscal year, together with key underlying assumptions in reasonable detail and (e) delivered evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness 41 under the Existing Credit Agreement, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of this Agreement; provided that any Lender hereunder which is also a “Lender” under the Existing Credit Agreement hereby waives any requirement of five (5) Business Days notice by the “Borrowers” under the Existing Credit Agreement prior to the reduction of the commitments thereunder and the termination thereof.

Appears in 1 contract

Samples: Credit Agreement (Harley Davidson Inc)

Initial Loans. This Agreement Prior to or concurrent with the making of the initial Loans, the Administrative Agent shall not become effective nor shall have received all of the Lenders be required following, each, except to make the extent otherwise specified below, duly executed by a Responsible Officer, dated the date of the initial Loans unless (i) since December 31, 2009, no event, development or circumstance such earlier date as shall have occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole and (ii) the Borrowers shall have (a) paid all fees required to be paid in connection with the execution of this Agreement, (b) furnished satisfactory to the Global Administrative Agent), in form and substance satisfactory to the Administrative Agent, with and each in sufficient number of signed counterparts or copies (other than to provide one for each Bank and the Administrative Agent: 11.1.1 If requested by a Bank, an appropriately completed Committed Note, payable to the order of such Bank evidencing such Bank's Revolving Commitment; 11.1.2 A favorable opinion of Xxxxxxxx Xxxxx, general counsel of the Borrower and its Significant Subsidiaries, substantially in the case form of any Notes) for each Exhibit L hereto, and addressing such other legal matters as the Administrative Agent may require; 11.1.3 An officer's certificate of the LendersBorrower, substantially in the form of Exhibit M hereto, and dated as of the Closing Date, signed by a Responsible Officer of the Borrower and attested to by the secretary thereof, together with certified copies of the Borrower's articles of incorporation, by-laws and directors resolutions; 11.1.4 Evidence of the good standing or certificates of compliance of the Borrower in the jurisdiction in which such documents entity was incorporated as of the Global Closing Date; 11.1.5 Evidence that the Borrower paid to the Administrative Agent or any Lender or its counsel may have reasonably requestedthe fees and expenses provided for in the Fee Letter which are payable as of the Closing Date; 11.1.6 A letter from the Process Agent agreeing to receive service of process on behalf of the Borrower pursuant to Section 15.11 hereof; 11.1.7 Certified copies of each material consent, license and approval (including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit D to this Agreement, (cany insurance commission approvals) obtained all governmental and third party approvals necessary required in connection with the financing contemplated hereby execution, delivery, performance, validity and enforceability of this Agreement and the continuing operations of Harley other Loan Documents; such consents, licenses and its Subsidiaries (including the Borrowers) and such approvals remain shall be in full force and effect, (d) delivered shall be satisfactory in form and substance to the Lenders (1) audited consolidated financial statements Administrative Agent and shall be all of Harley (the material consents required to be obtained or made on or before the consummation of the financing contemplated by this Agreement; 11.1.8 A certificate of a Consolidated basis)Responsible Officer of the Borrower that there are no material insurance regulatory proceedings pending or threatened against any of the Insurance Subsidiaries; CHAR_1\F:\DOCS\KAM\BANKING\218148_8 77 11.1.9 A certificate of a Responsible Officer of the Borrower, (2) unaudited Consolidated financial statements dated the Closing Date, as to the matters set forth in Sections 11.3.2 through 11.3.5 hereof; 11.1.10 An officer's certificate signed by a Responsible Officer of Harley (excluding HDFS and its Subsidiaries)the Borrower, (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis)certifying that to such officer's best knowledge, since September 30, 1996, no event has occurred which individually or in the case of each of aggregate could reasonably be expected to have a Material Adverse Effect; 11.1.11 Evidence that the foregoing clauses (1), (2) and (3), for Cash Collateral Account has been established; 11.1.12 A payoff letter from the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each of the foregoing clauses (A), (B) and (C), for the 2010 fiscal year, together with key underlying assumptions in reasonable detail and (e) delivered evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under the Existing Credit Agreement, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of this Agreement; provided that any Lender hereunder which is also a “Lender” agent under the Existing Credit Agreement hereby waives any requirement of five (5) Business Days notice by the “Borrowers” under the Existing Credit Agreement prior and from NationsBank satisfactory to the reduction Administrative Agent relating to the payment of the Initial Indebtedness to be Refinanced including evidence that all commitments thereunder have been terminated and all loans have been paid thereunder; 11.1.13 Schedules and Exhibits satisfactory to the Administrative Agent and the termination thereof.Banks; 11.1.14 A Federal Reserve Form U-1 for each Bank, duly executed by a Responsible Officer of the Borrower, the statements made in which shall be such, in the opinion of the Administrative Agent, as to permit the transactions contemplated by this Agreement in accordance with Regulation U; 11.1.15 Evidence satisfactory to the Administrative Agent that each of the Loan Documents has been duly executed and delivered and is in full force and effect without modification;

Appears in 1 contract

Samples: Credit Agreement (Conseco Inc Et Al)

Initial Loans. This Agreement shall not become effective nor shall At the Lenders be required to make time of the making by such Lender of its initial Loans unless hereunder, all obligations of the Borrower hereunder to the Agent or any Lender incurred prior to such initial Loan (including but not limited to the Borrower's obligation to reimburse the fees and disbursements of counsel to the Agent) shall have been paid in full, and the Agent shall have received the following, each dated as of the Closing Date, in form and substance reasonably satisfactory to the Agent with an original thereof for the Agent and with sufficient copies thereof for each Lender (except that in the case of the Notes, the originals thereof shall be delivered to the respective Lenders): (a) An executed certificate of the Secretary or Assistant Secretary of the Borrower setting forth (i) since December 31certified resolutions of its board of directors in form and substance reasonably satisfactory to the Agent with respect to the authorization of the Notes, 2009, no event, development or circumstance shall have occurred that has had, or could reasonably be expected this Agreement and the other Security Instruments to have, which it is a material adverse effect on the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole and party; (ii) the Borrowers shall have officers of the Borrower (ay) paid all fees required who are authorized to be paid sign this Agreement, the Notes, and the other Security Instruments to which it is a party, and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the officers so authorized, and (iv) the articles or certificate of incorporation and the bylaws of the Borrower, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until the Agent receives notice in writing from the Borrower to the contrary. (b) Executed certificates of the Secretary or Assistant Secretary of each Guarantor that is a party to any Loan Document setting forth, in each case, (i) certified resolutions of its board of directors in form and substance reasonably satisfactory to the Agent with respect to the authorization of the Loan Documents to which such Guarantor is a party; (ii) the officers of the Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party, and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with the execution of this AgreementLoan Documents and the transactions contemplated thereby, (biii) furnished specimen signatures of the officers so authorized, and (iv) the articles or certificate of incorporation and the bylaws of each such Guarantor, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificates until the Agent receives notice in writing from the relevant Guarantor to the Global Administrative Agentcontrary. CREDIT AGREEMENT August 29, with sufficient copies (other than in the case of any Notes) for each of the Lenders, such documents as the Global Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit D to this Agreement, 1996 (c) obtained all governmental Certificates of the appropriate state agencies with respect to the valid existence and third party approvals necessary in connection with good standing of the financing contemplated hereby Borrower and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, each Guarantor. (d) delivered to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis)The Notes, (2) unaudited Consolidated financial statements of Harley (excluding HDFS duly completed and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1), (2) and (3), for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each of the foregoing clauses (A), (B) and (C), for the 2010 fiscal year, together with key underlying assumptions in reasonable detail and executed. (e) delivered evidence The Security Instruments listed on EXHIBIT D hereto, duly completed and executed in sufficient number of counterparts for recording purposes, as applicable. (f) An opinion of counsel to the Borrower in substantially the form of EXHIBIT E hereto. (g) Appropriate UCC search certificates reflecting no prior Liens or security interests other than Liens permitted by SCHEDULE 6.02. (h) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 4.19 and SCHEDULE 4.19 hereof. (i) A compliance certificate in substantially the form of EXHIBIT F, reflecting that no Default or Event of Default has occurred and is continuing. (j) Each of the Designated Contracts. (k) Evidence reasonably satisfactory to the Global Administrative Agent that the following mergers have been consummated: (i) Each of AmHealth Kidney Center of the payment of all principalValley, interestLtd., fees and premiumsWeslaco Kidney Center, if anyLtd., on all Indebtedness under the Existing Credit AgreementStarr Dialysis Center, Ltd., and Mission Kidney Center, Ltd. with and into STAT Dialysis Corporation; and (ii) Each of AmHealth Medical Management, Ltd., Brownsville Hyperbaric Healthcare, Ltd., Southwestern Infusion Healthcare, Ltd., and AmHealth Ambulatory Healthcare, Ltd. with and into STAT Management Corporation. (l) Such other documents as the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of this Agreement; provided that any Lender hereunder which is also a “Lender” under the Existing Credit Agreement hereby waives any requirement of five (5) Business Days notice by the “Borrowers” under the Existing Credit Agreement prior Agent or special counsel to the reduction of the commitments thereunder and the termination thereofAgent may reasonably request.

Appears in 1 contract

Samples: Credit Agreement (New Stat Healthcare Inc)

Initial Loans. This Agreement shall Each Loan. In addition, Lender will not become effective nor shall the Lenders be required obligated to make any --------- Revolving Credit Loan or convert the initial Loans Tranche A Revolving Credit Loan into the Term Loan unless (a) with respect to Revolving Credit Loans, the Lender shall have received an Advance Request with respect to such proposed Revolving Credit Loan and each statement or certification made by Borrowers in their Advance Request shall be true and correct in all material respects on the Borrowing Date; (b) at the time of each Revolving Credit Loan and the conversion of the Revolving Credit Loan into the Term Loan (i) since December 31the representations and warranties made in the Loan Documents are true and correct in all material respects, 2009, no event, development or circumstance shall have occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole and (ii) neither any change in the Borrowers financial condition or prospect of any Credit Party which could have or has had a Material Adverse Effect nor any Default or Event of Default shall have (a) paid all fees required to occurred and shall be paid in connection with the execution of this Agreement, (b) furnished to the Global Administrative Agent, with sufficient copies (other than in the case of any Notes) for each of the Lenders, such documents as the Global Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit D to this Agreement, continuing; (c) obtained all governmental and third party approvals necessary in connection with the financing contemplated hereby making of each Revolving Credit Loan and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, Term Loan is permitted by Law; (d) all matters related to any Revolving Credit Loan and the conversion of the Revolving Credit Loan into the Term Loan are reasonably satisfactory to Lender and its counsel, and, if requested by Lender, each Credit Party shall have delivered to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each Lender evidence substantiating any of the foregoing clauses (1), (2) and (3), matters contained in this Agreement which are necessary to enable Borrowers to qualify for any Revolving Credit Loan or the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each of the foregoing clauses (A), (B) and (C), for the 2010 fiscal year, together with key underlying assumptions in reasonable detail Term Loan; and (e) delivered evidence Lender shall have received such other agreements, documents, instruments, information, approvals or opinions as Lender may reasonably satisfactory request. The delivery of an Advance Request by the Borrowers and the acceptance by the Borrowers of the proceeds of any Loan hereunder shall each be deemed to constitute a representation and warranty by the Borrowers and Parent as to the Global Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under the Existing Credit Agreement, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of matters specified in this Agreement; provided that any Lender hereunder which is also a “Lender” under the Existing Credit Agreement hereby waives any requirement of five (5) Business Days notice by the “Borrowers” under the Existing Credit Agreement prior to the reduction of the commitments thereunder and the termination thereof.SECTION 3.2. -----------

Appears in 1 contract

Samples: Loan Agreement (Petroglyph Energy Inc)

Initial Loans. This Agreement shall not become effective nor shall The obligation of Lender to fund the Lenders be required Term Loans, to make fund the initial Loans unless Revolving Loan, and to issue or cause to be issued the initial Letter of Credit, is subject to the satisfaction or waiver on or before the date hereof of the following conditions precedent: (i) since December 31Lender shall have received each of the agreements, 2009opinions, reports, approvals, consents, certificates and other documents set forth on the closing document list attached hereto as Schedule 17(a) (the “Closing Document List”) in each case in form and substance satisfactory to Lender; (ii) Since September 30, 2004, no event, development or circumstance event shall have occurred that which has had, had or could reasonably be expected to have, either individually or in the aggregate, a material adverse Material Adverse Effect, as determined by Lender in its sole discretion; (iii) Lender shall have received payment in full of all fees and expenses payable to it by Borrowers or any other Person in connection herewith, on or before disbursement of the initial Loans or the issuance of the initial Letters of Credit hereunder; (iv) Lender shall have determined that immediately after giving effect to (A) the making of the initial Loans, including without limitation the Term Loans and the Revolving Loans, if any, requested to be made on the businessdate hereof, assets(B) the issuance of the initial Letter of Credit, operations or financial condition if any, requested to be made on such date, (C) the making of Harley the advances on the date hereof under the Venture Debt Agreements and its subsidiaries taken as a whole the Barclays Debt Agreement, (D) the payment of all fees due upon such date and (iiE) the payment or reimbursement by Borrowers shall have (a) paid of Lender for all fees required to be paid closing costs and expenses incurred in connection with the execution of this Agreementtransactions contemplated hereby, (bx) furnished to the Global Administrative Agent, with sufficient copies US Borrower has Excess Availability (other than in the case of any Notes) for each inclusive of the Lenders, such documents as “Excess Availability” under the Global Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all EXIM Loan Agreement) of the documents reflected on the List of Closing Documents attached as Exhibit D to this Agreement, not less than One Million and No/100 Dollars (c) obtained all governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, (d) delivered to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1), (2$1,000,000) and (3), for y) the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and Companies collectively have Excess Availability (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each inclusive of the foregoing clauses (A), (B) and (C), for the 2010 fiscal year, together with key underlying assumptions in reasonable detail and (e) delivered evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under the Existing Credit Agreement, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of this Agreement; provided that any Lender hereunder which is also a LenderExcess Availability” under the Existing Credit Agreement hereby waives any requirement EXIM Loan Agreement) plus access to immediately available funds from sources other the Lender of five not less than Two Million Five Hundred Thousand and No/100 Dollars (5$2,500,000); and (v) Business Days notice by The Obligors shall have executed and delivered to Lender all such other documents, instruments and agreements which Lender determines are reasonably necessary to consummate the “Borrowers” under the Existing Credit Agreement prior to the reduction of the commitments thereunder and the termination thereoftransactions contemplated hereby.

Appears in 1 contract

Samples: Loan and Security Agreement (Oilgear Co)

Initial Loans. This Agreement shall not become effective nor shall the Lenders be required to make the initial Loans unless (i) since December 31, 20092008, no event, development or circumstance shall have occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole whole, (ii) the Global Administrative Agent shall have received evidence of an effective amendment to the Existing 3-Year Credit Agreement making conforming changes to the Existing 3-Year Credit Agreement to correspond with the terms of this Agreement in respect of: guarantor structure, on-going conditions to each extension of credit, definitions of material adverse change and material adverse effect, additional representations, additional and modified financial covenants, additional negative covenants, change from cross-acceleration to cross-default, provisions regarding defaulting lenders (and also to include additional provisions regarding cash collateralizing swingline exposure) and rating agency changes, definition of Alternate Base Rate and commitment fee rates and (iiiii) the Borrowers shall have (a) paid all fees required to be paid in connection with the execution of this Agreement, (b) furnished to the Global Administrative Agent, with sufficient copies (other than in the case of any Notes) for each of the Lenders, such documents as the Global Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit D to this Agreement, (c) obtained all governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, (d) delivered to the Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1), (2) and (3), for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each of the foregoing clauses (A), (B) and (C), for the 2010 2009 fiscal year, together with key underlying assumptions in reasonable detail and (e) delivered evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under the Existing Credit Agreement, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of this Agreement; provided that any Lender hereunder which is also a “Lender” under the Existing Credit Agreement hereby waives any requirement of five (5) Business Days notice by the “BorrowersBorrower(s)” under the such Existing Credit Agreement prior to the reduction of the commitments thereunder and the termination thereof.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Harley Davidson Inc)

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