Tranche A Term Loans Each Tranche A Term Loan Lender having an Original Tranche A Term Loan Commitment severally agrees to lend to Company on the Closing Date and on the Merger Date an aggregate amount not exceeding its pro rata share of the aggregate amount of the Original Tranche A Term Loan Commitments, which pro rata share is set forth opposite its name on SCHEDULE 2.1 attached hereto, each Tranche A Term Loan Lender having an Additional Tranche A Term Loan Commitment severally agrees to lend to Company on the Second Amended and Restated Credit Agreement Closing Date an amount not exceeding its pro rata share of the aggregate amount of the Additional Tranche A Term Loan Commitments, which pro rata share is set forth opposite its name on SCHEDULE 2.1 attached hereto, and each Tranche A Term Loan Lender having a Second Additional Tranche A Term Loan Commitment severally agrees to lend to Company on the Third Amended and Restated Credit Agreement Closing Date an amount not exceeding its pro rata share of the aggregate amount of the Second Additional Tranche A Term Loan Commitments, which pro rata share is set forth opposite its name on SCHEDULE 2.1 attached hereto, in each case to be used for the purposes identified in subsection 2.5A; PROVIDED that prior to, or simultaneously with the funding of the initial Original Tranche A Term Loans, the Original Tranche B Term Loans shall have been funded in full. The amounts of each Tranche A Term Loan Lender's Original Tranche A Term Loan Commitment, each Tranche A Term Loan Lender's Additional Tranche A Term Loan Commitment and each Tranche A Term Loan Lender's Second Additional Tranche A Term Loan Commitment are set forth opposite such Tranche A Term Loan Lender's name on SCHEDULE 2.1 annexed hereto are set forth opposite such Tranche A Term Loan Lender's name on SCHEDULE 2.1 annexed hereto. The aggregate amount of the Original Tranche A Term Loan Commitments is $35,000,000, the aggregate amount of the Additional Tranche A Term Loan Commitments is $5,000,000, the aggregate amount of the Second Additional Tranche A Term Loan Commitment is $2,500,000 and the aggregate amount of the Tranche A Term Loan Commitments is $42,500,000; PROVIDED that the Tranche A Term Loan Commitments of the Tranche A Term Loan Lenders shall be adjusted to give effect to any assignments of the Tranche A Term Loan Commitments pursuant to subsection 10.1B. Each Tranche A Term Loan Lender's Original Tranche A Term Loan Commitment (i) shall expire immediately and without further action on October 31, 1998, if the initial Original Tranche A Term Loans are not made on or before that date, (ii) shall be reduced by an amount equal to the principal amount of the Original Tranche A Term Loan, if any, made by such Tranche A Term Loan Lender on the Closing Date, immediately after giving effect thereto on the Closing Date, and (iii) to the extent unused, shall expire on the close of business on the Merger Date. Each Tranche A Term Loan Lender's Additional Tranche A Term Loan Commitment shall expire immediately and without further action on the earlier of (i) December 31, 1999, if the Additional Tranche A Term Loans are not made on or before that date and (ii) at the close of business on the Second Amended and Restated Credit Agreement Closing Date. Each Tranche A Term Loan Lender's Second Additional Tranche A Term Loan Commitment shall expire immediately and without further action on the earlier of (i) June 30, 2000, if the Additional Tranche A Term Loans are not made on or before that date and (ii) at the close of business on the Third Amended and Restated Credit Agreement Closing Date. Company may make a borrowing under the Original Tranche A Term Loan Commitments on the Closing Date and on the Merger Date, and Company may make only one borrowing under the Additional Tranche A Term Loan Commitments and the Second Additional Tranche A Term Loan Commitments. Amounts borrowed under this subsection 2.1A(i) and subsequently repaid or prepaid may not be reborrowed.
Delayed Draw Term Loans Subject to the terms and conditions set forth in this Agreement and in the other Loan Documents (including, for avoidance of doubt, satisfaction of the conditions precedent set forth in Exhibit B attached hereto on the Closing Date and Exhibit E attached hereto on the applicable Delayed Draw Funding Date), the Initial Lender agrees to make delayed draw term loans to Borrower at any time and from time to time during the Availability Period (each, a “Delayed Draw Term Loan” and collectively, the “Delayed Draw Term Loans”); provided that the aggregate principal amount of all Delayed Draw Term Loan Notes shall not exceed the Maximum Delayed Draw Term Loan Principal Amount. Delayed Draw Term Loans may be funded at Xxxxxxxx’s request in multiple Advances made during the Availability Period and repaid in accordance with the terms of this Agreement and each Delayed Draw Term Loan Note. Whenever Borrower desires to incur a Delayed Draw Term Loan hereunder, Borrower shall give Administrative Agent at least five (5) Business Days’ (or such shorter period agreed to by Administrative Agent in its sole discretion) prior written notice of such Delayed Draw Term Loan to be incurred hereunder specifying the principal amount of such Delayed Draw Term Loan to be incurred and the date of such Advance (which shall be a Business Day). Each Delayed Draw Term Loan will be evidenced by a Delayed Draw Term Loan Note appropriately completed in accordance with the terms of the form of Delayed Draw Term Loan Note attached hereto as Exhibit G to include the applicable interest rate and required amortization payments; provided that the aggregate principal amount of all Delayed Draw Term Loan Notes shall not exceed the Maximum Delayed Draw Term Loan Principal Amount. Interest on each Delayed Draw Term Loan shall accrue commencing on the Delayed Draw Funding Date for such Delayed Draw Term Loan at a per annum rate equal to the Term SOFR Rate plus 5.95%. Xxxxxxxx agrees to repay the Delayed Draw Term Loans, with interest, in accordance with the Delayed Draw Term Loan Notes, this Agreement, and the other Loan Documents. The obligation of Borrower to repay the Delayed Draw Term Loans, together with interest as provided in this Agreement and in each Delayed Draw Term Loan Note, shall commence upon the funding of each Delayed Draw Term Loan on the Delayed Draw Funding Date for such Delayed Draw Term Loan and shall be unconditional. Borrower hereby accepts each Delayed Draw Term Loan requested by Borrower on the Delayed Draw Funding Date for such Delayed Draw Term Loan, subject to and upon the terms and conditions set forth herein.
The Term Borrowings Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make to the Borrower on the Closing Date loans denominated in Dollars in an aggregate amount not to exceed the amount of such Term Lender’s Initial Term Commitment. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.
Tranche B Term Loans Subject to and upon the terms and conditions set forth herein, each Lender with a Tranche B Term Loan Commitment severally agrees to make a term loan (each, a “Tranche B Term Loan” and, collectively, the “Tranche B Term Loans”) to the U.S. Borrower, which Tranche B Term Loans:
(i) shall be incurred by the U.S. Borrower pursuant to a single drawing on the Restatement Effective Date for the purposes described in Section 7.05(a);
(ii) shall be denominated in Dollars;
(iii) except as hereafter provided, shall, at the option of the U.S. Borrower, be incurred and maintained as one or more Borrowings of Base Rate Loans or Eurodollar Loans; provided (A) except as otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans made as part of the same Borrowing shall at all times consist of Tranche B Term Loans of the same Type and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than four Borrowings of Tranche B Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Restatement Effective Date (or, if later, the last day of the Interest Period applicable to the fourth Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one week, and the first of which Borrowings may be made no earlier than the third Business Day, and no later than the fifth Business Day, after the Restatement Effective Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing, the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and
(iv) shall be made by each Lender in that initial aggregate principal amount as is equal to the Tranche B Term Loan Commitment of such Lender on the Restatement Effective Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed.
Initial Loans This Agreement shall not become effective nor shall the Lenders be required to make the initial Loans unless (i) since December 31, 2015, 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, (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 (iii) 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 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) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1) and (2), for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available 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.
Term A Loans On the Effective Date, all outstanding "Loans" under the ------------ Existing Credit Agreement held by the Existing Lenders, shall automatically and without any action on the part of any Person, be designated as Term A Loans hereunder and each of the New Lenders that is a Term A Lender (and each Existing Lender, if any, whose relative proportion of Term A Commitments hereunder is increasing over the proportion of Existing Loans held by it under the Existing Credit Agreement) shall, by assignments from the Existing Lenders (which shall be deemed to occur automatically on the Effective Date), acquire a portion of the Term A Loans of the Existing Lenders so designated in such amounts (and the Term A Lenders shall, through the Administrative Agent, make such additional adjustments among themselves as shall be necessary) so that after giving effect to such assignments and adjustments, the Term A Lenders shall hold the Term A Loans hereunder ratably in accordance with their respective Term A Commitments. On the Effective Date all "Interest Periods" in respect of the "Loans" under the Existing Credit Agreement that are designated as Term A Loans hereunder shall automatically be terminated and, subject to the terms and conditions of this Agreement (including, without limitation, paragraph (d) below), the Borrowers shall be permitted to Continue such "Loans" as Eurodollar Loans or to Convert such "Loans" into Base Rate Loans hereunder, in each case as provided in Section 2.08 hereof. In addition to the foregoing, each Term A Lender severally agrees, on the terms and conditions of this Agreement, to make additional term loans to the Borrowers in Dollars on the Effective Date (provided that the same shall occur no later than the Term Loan Commitment Termination Date) in an aggregate principal amount up to but not exceeding the amount of the Term A Commitment of such Lender (such Loans, together with the "Loans" under the Existing Credit Agreement designated as Term Loans hereunder pursuant to the preceding paragraph, being herein called "Term A Loans"), provided that in no event shall ------------ -------- the aggregate principal amount of all Term A Loans exceed the aggregate amount of the Term A Commitments as in effect on the Effective Date. Subject to the terms and conditions of this Agreement, on the Effective Date the Borrowers may borrow the amount of the unutilized Term A Commitments by means of Base Rate Loans and Eurodollar Loans, and thereafter the Borrowers may Credit Agreement ---------------- Convert Term A Loans of one Type into Term A Loans of another Type (as provided in Section 2.08 hereof) or Continue Term A Loans of one Type as Term A Loans of the same Type (as provided in Section 2.08 hereof).
If there is a permitted secondary offering (1) If the Issuer is an emerging issuer and you have sold in a permitted secondary offering 10% or more of your escrow securities, your escrow securities will be released as follows: For delivery to complete the IPO All escrow securities sold by you in the permitted secondary offering 6 months after the listing date 1/6 of your remaining escrow securities 12 months after the listing date 1/5 of your remaining escrow securities 18 months after the listing date 1/4 of your remaining escrow securities 24 months after the listing date 1/3 of your remaining escrow securities 30 months after the listing date 1/2 of your remaining escrow securities 36 months after the listing date your remaining escrow securities *In the simplest case, where there are no changes to the remaining escrow securities upon completion of the permitted secondary offering and no additional escrow securities, the release schedule outlined above results in the remaining escrow securities being released in equal tranches of 16 2/3%.
(2) If the Issuer is an emerging issuer and you have sold in a permitted secondary offering less than 10% of your escrow securities, your escrow securities will be released as follows: For delivery to complete the IPO All escrow securities sold by you in the permitted secondary offering On the listing date 1/10 of your original number of escrow securities less the escrow securities sold by you in the permitted secondary offering 6 months after the listing date 1/6 of your remaining escrow securities 12 months after the listing date 1/5 of your remaining escrow securities 18 months after the listing date 1/4 of your remaining escrow securities 24 months after the listing date 1/3 of your remaining escrow securities 30 months after the listing date 1/2 of your remaining escrow securities 36 months after the listing date your remaining escrow securities *In the simplest case, where there are no changes to the remaining escrow securities upon completion of the permitted secondary offering and no additional escrow securities, the release schedule outlined above results in the remaining escrow securities being released in equal tranches of 16 2/3% after completion of the release on the listing date.
Tranche B Loans (a) Upon the terms and conditions and relying on the representations and warranties contained in this Agreement and the other Loan Documents, each Tranche B Lender severally agrees to make Loans (each a "Tranche B Loan") during the Tranche B Commitment Period on a revolving basis to or for the benefit of the Borrowers, or any combination of them, in an aggregate principal amount not to exceed at any time outstanding the lesser of the Tranche B Facility Amount of such Tranche B Lender or the Percentage Share of such Tranche B Lender of the Tranche B Borrowing Base then in effect (for each Tranche B Lender, its "Tranche B Commitment"); provided, however, that Tranche B Obligations shall not exceed at any time the lesser of (y) the Tranche B Commitment Amount or (z) the difference between the Tranche B Borrowing Base then in effect minus the Borrowing Base then in effect. Tranche B Loans shall be made from time to time on any Business Day designated by the Borrowers in a Tranche B Borrowing Request but only to the extent such Tranche B Loan requested exceeds the Available Tranche A Commitment at such time.
(b) Subject to the terms of this Agreement, during the Tranche B Commitment Period, the Borrowers may borrow, repay, and reborrow and convert Tranche B Loans of one type or with one Interest Period into Tranche B Loans of another type or with a different Interest Period. Except for prepayments made pursuant to Section 2.13, each borrowing, conversion, and prepayment of principal, in the case of Base Rate Loans, shall be in an amount at least equal to $100,000 and in multiples of $100,000 thereafter and, in the case of LIBO Rate Loans, shall be in an amount at least equal to $1,000,000 and in multiples of $100,000 thereafter. Each borrowing, prepayment, or conversion of or into a Tranche B Loan of a different type or, in the case of a LIBO Rate Tranche B Loan, having a different Interest Period, shall be deemed a separate borrowing, conversion, and prepayment for purposes of the foregoing, one for each type of Tranche B Loan or Interest Period. Anything in this Agreement to the contrary notwithstanding, the aggregate principal amount of LIBO Rate Tranche B Loans having the same Interest Period shall be at least equal to $1,000,000; and if any LIBO Rate Loan would otherwise be in a lesser principal amount for any period, such Tranche B Loan shall be a Base Rate Loan during such period.
(c) Not later than noon, Eastern Standard or Daylight Savings Time, as the case may be, on the date specified for each borrowing of a Tranche B Loan, each Tranche B Lender shall make available to the Agent an amount equal to the Percentage Share of such Tranche B Lender of the borrowing to be made on such date, at an account designated by the Agent, for the account of the Borrower. The amount so received by the Agent shall, subject to the terms and conditions hereof, be made available to the Borrowers in immediately available funds by no later than 1:00 p.m. Eastern Standard or Daylight Savings Time, as the case may be, in an account designated from time to time by the Borrowers. All Tranche B Loans by each Tranche B Lender shall be maintained at the Applicable Lending Office of such Lender and shall be evidenced by the Tranche B Note of such Lender.
(d) The failure of any Tranche B Lender to make any Tranche B Loan required to be made by it hereunder shall not relieve any other Tranche B Lender of its obligation to make any Tranche B Loan required to be made by it, and no Tranche B Lender shall be responsible for the failure of any other Tranche B Lender to make any Tranche B Loan.
(e) The Borrowers shall have the right at any time and from time to time, upon three (3) Business Days' prior and irrevocable written notice to the Agent, to terminate or reduce the Tranche B Commitments without premium or penalty, in whole or in part, any partial termination to be (i) in an amount not less than $1,000,000 as determined by the Borrowers and in integral multiples of $1,000,000, and (ii) allocated (A) either ratably among the Tranche B Lenders in proportion to their respective Tranche B Commitments; or (B) in the case of a termination of the Tranche B Commitment of a dissenting Tranche B Lender pursuant to Section 2.12(h), allocated solely to such Tranche B Lender; provided, that the Tranche B Commitment Amounts may not be reduced to an amount less than the Tranche B Loan Balance. The Agent shall give prompt notice to each Tranche B Lender of any termination or reduction of the Tranche B Commitments. Any termination of the Tranche B Commitments pursuant to this Section 2.3(e) is permanent and may not be revoked.
Initial Loan The obligation of the Lender to make its initial Loan hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of such Loan, of the condition precedent that the Lender shall have received all of the following items, each of which shall be satisfactory to the Lender and its counsel in form and substance:
Initial Term Loans The Borrowers shall repay to the Administrative Agent for the ratable account of the applicable Term Lenders the aggregate principal amount of all Initial Term Loans outstanding in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of Initial Term Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Initial Term Loans made as of the Closing Date)): Date Amount The last Business Day of each fiscal quarter ending prior to the Maturity Date for the Term Facilities starting with the last Business Day in the fiscal quarter ending on March 31, 2021 0.25% of the aggregate principal amount of the aggregate initial principal amount of the Initial Term Loans on the Closing Date Maturity Date for the Initial Term Loans All unpaid aggregate principal amounts of any outstanding Initial Term Loans provided, however, that (i) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business Day, and (ii) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Loans and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date; provided, further, that this Section 2.07(a) may be amended (at the option of the Parent Borrower), as it relates to any then-existing tranche of Term Loans to increase the amortization with respect thereto, in connection with the Borrowing of any Incremental Term Loans that constitute Pari Passu Indebtedness if and to the extent necessary so that such Incremental Term Loans and the applicable existing Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, without the consent of any party hereto, and (y) such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior thereto.