AMENDMENT NO. 1 TO 3-YEAR CREDIT AGREEMENT Dated as of April 28, 2011 to CREDIT AGREEMENT Dated as of April 29, 2010
Exhibit 4.2
EXECUTION COPY
AMENDMENT NO. 1 TO 3-YEAR CREDIT AGREEMENT
Dated as of April 28, 2011
to
CREDIT AGREEMENT
Dated as of April 29, 2010
THIS AMENDMENT NO. 1 TO 3-YEAR CREDIT AGREEMENT (“Amendment”) is made as of April 28, 2011 (the “Effective Date”) by and among Harley-Davidson, Inc., a Wisconsin corporation, Harley-Davidson Funding Corp., a Nevada corporation, and Harley-Davidson Financial Services Canada, Inc., a corporation organized under the laws of Canada (collectively, the “Borrowers”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Global Administrative Agent (the “Administrative Agent”), under that certain 3-Year Credit Agreement dated as of April 29, 2010 by and among the Borrowers, the Lenders and the Administrative Agent (as amended prior to the date hereof, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
WHEREAS, the Borrowers have requested that certain modifications be made to the Credit Agreement;
WHEREAS, the Borrowers, the Lenders party hereto and the Administrative Agent have agreed to amend the Credit Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders party hereto and the Administrative Agent hereby agree to the following amendment to the Credit Agreement.
1. Amendments to Credit Agreement. Effective as of the Effective Date but subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement is hereby amended as follows:
(a) Section 1.1 of the Credit Agreement is amended to add the following new definitions therein in the appropriate alphabetical order:
“Amendment No. 1 Effective Date” means April 28, 2011.
“Earnouts” means any “earnouts” or similar obligations accrued in connection with any acquisition determined in accordance with generally accepted accounting principles.
(b) Section 1.1 of the Credit Agreement is amended to delete the definition of “Applicable Cash Restructuring Amount” appearing therein.
(c) The definition of “Agreement Accounting Principles” appearing in Section 1.1 of the Credit Agreement is amended to add the phrase “, subject to Section 9.8,” immediately before the phrase “generally accepted accounting principles” appearing therein and to change the date “December 31, 2009” appearing therein to the date “December 31, 2010”.
(d) The definition of “Consolidated” appearing in Section 1.1 of the Credit Agreement is amended to add the phrase “(or Subsidiaries, as applicable)” immediately following the phrase “refers to the consolidation of accounts” appearing therein.
(e) The definition of “Defaulting Lender” appearing in Section 1.1 of the Credit Agreement is amended and restated in its entirety as follows:
“Defaulting Lender” means any Lender, as determined by the Global Administrative Agent, that has (a) failed to (i) fund its Pro Rata Share of any Advance or Loan within three (3) Business Days of the date required to be funded by it hereunder or (ii) pay over to the Global Administrative Agent or any Lender any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Global Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) notified any Company, the Global Administrative Agent or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement (unless such writing or public statement states that such position is based on such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) failed, within three (3) Business Days after written request by the Global Administrative Agent, to provide a certification in writing from an authorized officer of such Lender that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the Global Administrative Agent’s receipt of such certification in form and substance satisfactory to it), (d) otherwise failed to pay over to the Global Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three (3) Business Days of the date when due, unless the subject of a good faith dispute, or (e) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian, appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a direct or indirect parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment; provided, that a Lender shall not become a Defaulting Lender solely as the result of (x) the acquisition or maintenance of an ownership interest in such Lender or a Person controlling such Lender or (y) the exercise of control over a Lender or a Person controlling such Lender, in each case, by a Governmental Authority or an instrumentality thereof.
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(f) The definition of “Guarantor” appearing in Section 1.1 of the Credit Agreement is amended and restated in its entirety to read as follows:
“Guarantor” means (i) at any time on or after the Amendment No. 1 Effective Date and prior to the Guaranty Ratings Threshold Date, any of the U.S. Borrowers or any of the Opco Guarantors or (ii) any of the Xxxxx Guarantors and “Guarantors” means (i) at any time on or after the Amendment No. 1 Effective Date and prior to the Guaranty Ratings Threshold Date, each of the U.S. Borrowers and each of the Opco Guarantors and (ii) each of the Xxxxx Guarantors and in each such case their respective successors and permitted assigns.
(g) The definition of “Indebtedness” appearing in Section 1.1 of the Credit Agreement is amended to (i) delete the word “and” appearing immediately before clause (iii) thereof and to replace such word with a comma and (ii) add the phrase “and (iv) Earnouts” immediately after the phrase “one or more of the Companies” appearing in clause (iii) thereof.
(h) The definition of “Material Domestic Opco Subsidiary” appearing in Section 1.1 of the Credit Agreement is amended to add the phrase “and any SPE” immediately following the phrase “but excluding HDFS and its Subsidiaries” appearing in the first sentence thereof.
(i) The definition of “Material Subsidiary” appearing in Section 1.1 of the Credit Agreement is amended and restated in its entirety to read as follows:
“Material Subsidiary” means, at any time, any Subsidiary of Harley with a Net Worth equal to or greater than 10% of Consolidated Net Worth of Harley (as of the end of the most recent fiscal quarter), or Net Income (for the period of four consecutive fiscal quarters then most recently ended during which the Consolidated Net Income of Harley was not a loss) equal to or greater than 10% of Consolidated Net Income (for such period) of Harley; provided that, if at any time the aggregate amount of Harley’s Consolidated Net Income for such period attributable to Subsidiaries that are not Material Subsidiaries exceeds thirty percent (30%) of Harley’s Consolidated Net Income for such period, Harley shall designate sufficient Subsidiaries as “Material Subsidiaries” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Material Subsidiaries until such designation is no longer necessary to comply with this proviso; provided further, that no Subsidiary of Harley that is not a Consolidated Subsidiary of Harley shall be deemed to be a “Material Subsidiary”.
(j) The definition of “Permitted Liens” appearing in Section 1.1 of the Credit Agreement is amended to delete the word “accounting” appearing in clause (j) thereof and to replace such word with the word “account”.
(k) The definition of “Support Agreement” appearing in Section 1.1 of the Credit Agreement is amended to add the phrase “and the letter agreement dated as of April 28, 2011, in each case” immediately after the phrase “the letter agreement dated as of April 29, 2010” appearing therein.
(l) The final paragraph of Section 1.1 of the Credit Agreement is amended and restated in its entirety to read as follows:
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The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms. Any accounting terms used in this Agreement which are not specifically defined herein shall be interpreted in accordance with Section 9.8 hereof. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document in any Loan Document shall be construed as referring to such agreement, instrument or other document as amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference to any Person in any Loan Document shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignments set forth herein or in any other Loan Document) and (iii) any reference in any Loan Document to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law, and any reference in any Loan Document to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.
(m) Clause (i) of Section 4.2 of the Credit Agreement is amended and restated in its entirety to read as follows:
(i) at the time of and immediately after giving effect to such Advance or Loan, no Default or Unmatured Default shall have occurred and be continuing; and
(n) Section 5.1.2 of the Credit Agreement is amended to delete the amount “$10,000,000” appearing therein and to replace such amount with the amount “$25,000,000”.
(o) Section 5.1.6 of the Credit Agreement is amended to delete the date “December 31, 2009” appearing therein and to replace such date with the date “December 31, 2010”.
(p) Section 5.1.8 of the Credit Agreement is amended and restated in its entirety to read as follows:
5.1.8 Regulations T, U and X. No Borrower is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations T, U and X issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used, directly or indirectly, to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock that entails a violation of any of the Regulations of such Board of Governors.
(q) Clause (a) of Section 6.1.11 of the Credit Agreement is amended to (i) delete the word “As” appearing in the first sentence thereof and to replace such word with the phrase “At any time prior to the Guaranty Ratings Threshold Date and as” and (ii) add the phrase “for which financial statements are available” immediately after the phrase “most recently ended fiscal quarter” appearing therein.
(r) Clause (b) of Section 6.1.11 of the Credit Agreement is amended to (i) add the phrase “, prior to the Guaranty Ratings Threshold Date,” immediately after the word “If” appearing at the beginning of each sentence thereof, (ii) add the phrase “for which financial statements are available” immediately after the phrase “most recently ended fiscal quarter” appearing in the first sentence thereof, (iii) add the phrase “at any time prior to the
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Guaranty Ratings Threshold Date” immediately after the phrase “becomes a Material Domestic Opco Subsidiary” appearing therein and (iv) add the following as a new sentence at the end thereof:
Notwithstanding anything contained in this Section 6.1.11 to the contrary, the Opco Guarantors shall be released pursuant to Article XII.
(s) Clause (t) of Section 6.2.1 of the Credit Agreement is amended to delete the amount “$300,000,000” appearing therein and to replace such amount with the amount “$400,000,000”.
(t) Clause (v) of Section 6.2.1 of the Credit Agreement is amended to delete the amount “$100,000,000” appearing therein and to replace such amount with the amount “$150,000,000”.
(u) Clause (b) of Section 6.2.2 of the Credit Agreement is amended to delete the amount “$100,000,000” appearing therein and to replace such amount with the amount “$150,000,000”.
(v) Clause (d) of Section 6.2.2 of the Credit Agreement is amended to (i) add the phrase “or at the time any of the Companies or any Material Subsidiary of any of the Companies otherwise acquires such Property from such Person” immediately prior to the proviso appearing therein, (ii) add the phrase “, or such Person becoming a Material Subsidiary,” immediately after the phrase “consolidation or acquisition” appearing therein and (iii) add the phrase “or those of such Person becoming a Material Subsidiary” at the end of the proviso appearing therein.
(w) Clause (e) of Section 6.2.2 of the Credit Agreement is amended to delete the amount “$100,000,000” appearing therein and to replace such amount with the amount “$150,000,000”.
(x) Clause (h) of Section 6.2.2 of the Credit Agreement is amended to (i) add the word “then” immediately before the phrase “most recent annual” appearing therein and (ii) delete the word “and” appearing after the semicolon therein.
(y) Clause (i) of Section 6.2.2 of the Credit Agreement is amended to delete the period appearing therein and to replace such period with the phrase “; and”.
(z) Section 6.2.2 of the Credit Agreement is amended to add the following as a new clause (j) thereto:
(j) options, put and call arrangements, rights of first refusal and similar rights relating to investments in joint ventures, partnerships and other similar investments not prohibited by this Agreement.
(aa) Section 6.2.8 of the Credit Agreement is deleted in its entirety.
(bb) Clause (A) of Section 6.3 of the Credit Agreement is amended to (i) delete in its entirety the definition of “Applicable Cash Restructuring Amount” appearing therein and (ii) amend and restate in its entirety the definition of “Consolidated EBITDA” to read as follows:
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“Consolidated EBITDA” means, for any period, net income (or net loss) of Harley and its Consolidated Subsidiaries in accordance with Agreement Accounting Principles plus the sum of (a) Consolidated Interest Expense, (b) taxes on or measured by income (including franchise taxes imposed in lieu of income taxes), (c) depreciation expense, (d) amortization expense, (e) non-recurring cash restructuring expenses not to exceed $150,000,000 incurred in any fiscal year of Harley, (f) other non-cash or extraordinary charges and (g) losses arising from discontinued operations minus (h) any cash payments made during such period in respect of any non-cash charges previously added back to Consolidated EBITDA in accordance with the foregoing clause (f) and paid subsequent to the fiscal quarter in which such non-cash charge was incurred and (i) income or gains arising from discontinued operations, in each case determined in accordance with Agreement Accounting Principles for such period. For the purposes of calculating Consolidated EBITDA for any period, if during such period Harley or any Subsidiary shall have made an acquisition or a disposition, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such acquisition or disposition occurred on the first day of such period.
(cc) Section 6.3 of the Credit Agreement is amended to (i) delete clause (B) thereof in its entirety and (ii) change clauses (C) and (D) thereof to new clauses (B) and (C) thereof, respectively.
(dd) Clause (C) of Section 6.3 of the Credit Agreement (as re-designated under clause (z) above) is amended to (i) delete the phrase “the ratio set forth below opposite such date:” appearing therein and to replace such phrase with the ratio “2.25 to 1.00.” and (ii) delete in its entirety the table appearing therein.
(ee) Clause (d) of Section 7.1 of the Credit Agreement is amended to add the parenthetical “(other than by a regularly scheduled required prepayment or redemption)” immediately following the phrase “prior to its stated maturity date” appearing therein.
(ff) Section 9.8 of the Credit Agreement is amended to (i) add the clause “(i)” immediately prior to the phrase “without giving effect” appearing therein, (ii) delete the parenthetical “(previously referred to as Statement of Financial Accounting Standards 159)” appearing therein and (iii) add the following to and after the end of the last sentence thereof:
and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. Notwithstanding any other provision of this Agreement to the contrary, the determination of whether a lease constitutes a capital lease or an operating lease, and whether obligations arising under a lease are required to be capitalized on the balance sheet of the lessee thereunder and/or recognized as interest expense, shall be determined by reference to Agreement Accounting Principles as in effect on the Amendment No. 1 Effective Date.
(gg) The final paragraph of Article XII is amended and restated in its entirety to read as follows:
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Notwithstanding anything contained in Section 6.1.11 or this Article XII to the contrary, (i) the obligations of the U.S. Borrowers under this Article XII shall be solely in respect of the Loans made to, and any other Obligations of, the Canadian Borrower, (ii) prior to the Guaranty Ratings Threshold Date, the obligations of the Opco Guarantors under this Article XII shall be solely in respect of the Loans made to, and any other Obligations of, Harley, (iii) the obligations of the Xxxxx Guarantors under this Article XII shall be solely in respect of the Loans made to, and any other Obligations of, HDFC and (iv) on and after the Guaranty Ratings Threshold Date, the obligations of the U.S. Borrowers and the Opco Guarantors under this Article XII shall be automatically released and terminated.
(hh) Clause (A) of Section 13.2 of the Credit Agreement is amended to delete the phrase “on a pro rata basis” appearing in the first sentence thereof.
(ii) Clause (A) of Section 13.3 of the Credit Agreement is amended to add the parenthetical “(provided that Harley shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Global Administrative Agent within ten (10) Business Days after having received written notice thereof from the Global Administrative Agent)” immediately after the phrase “an Affiliate thereof or an Approved Fund” appearing in the final sentence thereof.
(jj) Schedule 6.2.1(b) to the Credit Agreement is changed and restated as new Schedule 6.2.1(b) thereto as set forth and attached as Annex I hereto.
(kk) Schedule 6.2.2(c) to the Credit Agreement is changed and restated as new Schedule 6.2.2(c) thereto as set forth and attached as Annex II hereto.
(ll) Schedule 6.2.8 to the Credit Agreement is deleted in its entirety.
(mm) The Credit Agreement is amended to replace each reference to “X.X. Xxxxxx Securities Inc.” with “X.X. Xxxxxx Securities LLC”.
(nn) The Credit Agreement is amended to replace each reference to “Closing Date” with a reference to “Amendment No. 1 Effective Date” in each place where “Closing Date” appears in the definitions of “Material Adverse Change” and “Material Adverse Effect” in Section 1.1 of the Credit Agreement, in Sections 6.2.1(b), 6.2.2(c) and 6.2.3 of the Credit Agreement and in the ninth paragraph of Article XII of the Credit Agreement.
2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by each Borrower, the Required Lenders and the Administrative Agent and counterparts of the Consent and Reaffirmation attached hereto duly executed by the Guarantors, (ii) such other instruments, documents and legal opinions as are reasonably requested by the Administrative Agent and (iii) payment and/or reimbursement of the reasonable fees and expenses of the Administrative Agent and its affiliates (including, to the extent invoiced, fees and expenses of counsel for the Administrative Agent) in connection with this Amendment and the Loan Documents.
3. Representations and Warranties of each Borrower. Each Borrower hereby represents and warrants as follows:
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(a) This Amendment and the Credit Agreement as amended hereby constitute the legal, valid and binding obligations of such Borrower enforceable against such Borrower in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity, regardless of whether the application of such principles is considered in a proceeding in equity or at law.
(b) As of the date hereof and giving effect to the terms of this Amendment, (i) no Default or Unmatured Default shall have occurred and be continuing and (ii) the representations and warranties of such Borrower contained in Article V of the Credit Agreement, as amended hereby, are true and correct in all material effects as of the Effective Date, except for representations and warranties made with reference solely to an earlier date, which representations and warranties shall be true and correct as of such earlier date.
4. Reference to and Effect on the Credit Agreement.
(a) Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby.
(b) Except as specifically amended above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.
(c) Except as specifically provided above, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.
5. Governing Law. This Amendment shall be construed in accordance with and governed by the internal laws of the State of New York, but giving effect to federal laws applicable to banks.
6. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
7. Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
[Signature Pages Follow]
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.
| HARLEY-DAVIDSON, INC., as a Borrower | ||
| By: | /s/ J. Xxxxxxx Xxxxxx | |
| Name: | J. Xxxxxxx Xxxxxx | |
| Title: | Vice President and Treasurer | |
| HARLEY-DAVIDSON FUNDING CORP., as a Borrower | ||
| By: | /s/ J. Xxxxxxx Xxxxxx | |
| Name: | J. Xxxxxxx Xxxxxx | |
| Title: | Vice President, Treasurer and Assistant Secretary | |
| HARLEY-DAVIDSON FINANCIAL SERVICES CANADA, INC., as a Borrower | ||
| By: | /s/ J. Xxxxxxx Xxxxxx | |
| Name: | J. Xxxxxxx Xxxxxx | |
| Title: | Vice President and Treasurer | |
Signature Page to Amendment No. 1
3-Year Credit Agreement dated as of April 29, 2010
Harley-Davidson, Inc. et al
| JPMORGAN CHASE BANK, N.A., as the Global Administrative Agent, the Global Swing Line Lender and as a Lender | ||||
| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | Managing Director | |||
| In the case of Borrowing Notices: | ||
| JPMorgan Chase Bank, N.A. 0000 Xxxxxx Xxxxxx, Xxxxx 00 Xxxxxxx, Xxxxx 00000 | ||
| Attention: Xxxxxxx Xxxxxxx Facsimile No.: (000) 000-0000 | ||
| In the case of Borrowing Notices for Advances in Pounds Sterling, euros and Swiss Francs: | ||
| X.X. Xxxxxx Europe Limited 000 Xxxxxx Xxxx Xxxxxx XX0X 0XX | ||
| Attention: Xxxxx P L Facsimile No.: x00-000-000-0000 | ||
| In each case, with a copy to: | ||
| JPMorgan Chase Bank, N.A. 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 | ||
| Attention: Xxxxxxx X. Xxxxx Facsimile No.: (000) 000-0000 | ||
Signature Page to Amendment No. 1
3-Year Credit Agreement dated as of April 29, 2010
Harley-Davidson, Inc. et al
| CITIBANK, N.A., as a Lender | ||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Authorized Signatory | |||
| Address: 000 Xxxxxxxxx Xx, 00xx Xxxxx Xxx Xxxx, XX 00000 | ||||
| Attention: Xxxxxxxxxxx Xxxxxxxx Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 | ||||
Signature Page to Amendment No. 1
3-Year Credit Agreement dated as of April 29, 2010
Harley-Davidson, Inc. et al
| BNP PARIBAS, as a Lender | ||||
| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Director | |||
| By: | /s/ Xxxx Xxxxxxx | |||
| Name: | Xxxx Xxxxxxx | |||
| Title: | Managing Director | |||
| Address: 000 X. XxXxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 | ||||
| Attention: Xxxxx Xxxxxxx Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 | ||||
Signature Page to Amendment No. 1
3-Year Credit Agreement dated as of April 29, 2010
Harley-Davidson, Inc. et al
| THE ROYAL BANK OF SCOTLAND plc, as a Lender | ||||
| By: | /s/ L. Xxxxx Xxxxxx | |||
| Name: | L. Xxxxx Xxxxxx | |||
| Title: | Director | |||
| Address: 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, XX 00000 | ||||
| Telephone No.: 000.000.0000 Facsimile No.: 203.873.3451 | ||||
Signature Page to Amendment No. 1
3-Year Credit Agreement dated as of April 29, 2010
Harley-Davidson, Inc. et al
| U.S. BANK NATIONAL ASSOCIATION, as a Lender | ||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| Address: 000 X. Xxxxxxxxx Xxx. Xxxxxxxxx, XX 00000 | ||||
| Attention: Xxxxxx X. Xxxxxx Telephone No.: 000-000-0000 Facsimile No.: 000-000-0000 | ||||
Signature Page to Amendment No. 1
3-Year Credit Agreement dated as of April 29, 2010
Harley-Davidson, Inc. et al
| M&I XXXXXXXX & XXXXXX BANK, as a Lender | ||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Senior Vice President | |||
| Address: 000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 | ||||
| Attention: Xxxxx X. Xxxxxx Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 | ||||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxxxx | |||
| Title: | Assistant Vice President | |||
| Address: 000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 | ||||
| Attention: Xxxxxx Xxxxxxxxxx Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 | ||||
Signature Page to Amendment No. 1
3-Year Credit Agreement dated as of April 29, 2010
Harley-Davidson, Inc. et al
| MIZUHO CORPORATE BANK, LTD., as a Lender | ||||
| By: | /s/ Xxxxxx Xxxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxxx | |||
| Title: | Authorized Signatory | |||
| Address: 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 | ||||
| Attention: Xxxxx XxXxxxxxxxx Telephone No.: 000-000-0000 Facsimile No.: 000-000-0000 | ||||
Signature Page to Amendment No. 1
3-Year Credit Agreement dated as of April 29, 2010
Harley-Davidson, Inc. et al
| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender | ||||
| By: | /s/ Xxxxxx Xxxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxxx | |||
| Title: | Authorized Signatory | |||
Signature Page to Amendment No. 1
3-Year Credit Agreement dated as of April 29, 2010
Harley-Davidson, Inc. et al
| THE BANK OF NEW YORK MELLON, as a Lender | ||||
| By: | /s/ Xxxxxxx Dears | |||
| Name: | Xxxxxxx Dears | |||
| Title: | Vice President | |||
| Address: 000 Xxxxx Xxxxxx, Xxxx 0000 Xxxxxxxxxx, XX 00000-0000 | ||||
| Attention: Xxxxxxx Dears Telephone No.: 000-000-0000 Facsimile No.: 000-000-0000 | ||||
Signature Page to Amendment No. 1
3-Year Credit Agreement dated as of April 29, 2010
Harley-Davidson, Inc. et al
| THE NORTHERN TRUST COMPANY, as a Lender | ||||
| By: | /s/ Xxxxx X Xxxxxx | |||
| Name: | Xxxxx X Xxxxxx | |||
| Title: | Vice President | |||
| Address: 00 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 | ||||
| Attention: Xxxxx Xxxxxx Telephone No.: 000-000-0000 Facsimile No.: 000-000-0000 | ||||
Signature Page to Amendment No. 1
3-Year Credit Agreement dated as of April 29, 2010
Harley-Davidson, Inc. et al
CONSENT AND REAFFIRMATION
Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 1 to the Credit Agreement dated as of April 29, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Harley-Davidson, Inc., Harley-Davidson Funding Corp. and Harley-Davidson Financial Services Canada, Inc. (collectively, the “Borrowers”), the Lenders and JPMorgan Chase Bank, N.A., as Global Administrative Agent (the “Administrative Agent”), which Amendment No. 1 is dated as of April 28, 2011 and is by and among the Borrowers, the financial institutions listed on the signature pages thereof and the Administrative Agent (the “Amendment”). Capitalized terms used in this Consent and Reaffirmation and not defined herein shall have the meanings given to them in the Credit Agreement. Without in any way establishing a course of dealing by the Administrative Agent or any Lender, each of the undersigned consents to the Amendment and reaffirms the terms and conditions of the Support Agreement (in the case of Harley), the Guarantee (in the case of the Guarantors) and any other Loan Document executed by it and acknowledges and agrees that each and every Loan Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement contained in the above-referenced documents shall be a reference to the Credit Agreement as so modified by the Amendment and as the same may from time to time hereafter be amended, modified or restated.
Dated April 28, 2011
[Signature Page Follows]
IN WITNESS WHEREOF, this Consent and Reaffirmation has been duly executed as of the day and year above written.
| HARLEY-DAVIDSON FINANCIAL SERVICES, INC. | ||||
| By: | /s/ J. Xxxxxxx Xxxxxx | |||
| Name: | J. Xxxxxxx Xxxxxx | |||
| Title: | Vice President and Treasurer | |||
| HARLEY-DAVIDSON FINANCIAL SERVICES INTERNATIONAL, INC. | ||||
| By: | /s/ J. Xxxxxxx Xxxxxx | |||
| Name: | J. Xxxxxxx Xxxxxx | |||
| Title: | Vice President, Treasurer and Assistant Secretary | |||
| HARLEY-DAVIDSON CREDIT CORP. | ||||
| By: | /s/ J. Xxxxxxx Xxxxxx | |||
| Name: | J. Xxxxxxx Xxxxxx | |||
| Title: | Vice President, Treasurer and Assistant Secretary | |||
| H-D MICHIGAN, LLC, | ||||
| By: | /s/ J. Xxxxxxx Xxxxxx | |||
| Name: | J. Xxxxxxx Xxxxxx | |||
| Title: | Vice President and Treasurer | |||
| HARLEY-DAVIDSON MOTOR COMPANY GROUP, LLC, | ||||
| By: | /s/ J. Xxxxxxx Xxxxxx | |||
| Name: | J. Xxxxxxx Xxxxxx | |||
| Title: | Vice President and Treasurer | |||
Signature Page to Consent and Reaffirmation to Amendment No. 1
3-Year Credit Agreement dated as of April 29, 2010
Harley-Davidson, Inc. et xx
| XXXXXX-XXXXXXXX MOTOR COMPANY OPERATIONS, INC., | ||||
| By: | /s/ J. Xxxxxxx Xxxxxx | |||
| Name: | J. Xxxxxxx Xxxxxx | |||
| Title: | Vice President and Treasurer | |||
| HARLEY-DAVIDSON MOTOR COMPANY, INC., | ||||
| By: | /s/ J. Xxxxxxx Xxxxxx | |||
| Name: | J. Xxxxxxx Xxxxxx | |||
| Title: | Vice President and Treasurer | |||
| H-D GROUP, LLC, | ||||
| By: | /s/ J. Xxxxxxx Xxxxxx | |||
| Name: | J. Xxxxxxx Xxxxxx | |||
| Title: | Vice President and Treasurer | |||
| HDMC, LLC, | ||||
| By: | /s/ J. Xxxxxxx Xxxxxx | |||
| Name: | J. Xxxxxxx Xxxxxx | |||
| Title: | Vice President and Treasurer | |||
| HARLEY-DAVIDSON HOLDING CO., INC., | ||||
| By: | /s/ J. Xxxxxxx Xxxxxx | |||
| Name: | J. Xxxxxxx Xxxxxx | |||
| Title: | Vice President and Treasurer | |||
Signature Page to Consent and Reaffirmation to Amendment No. 1
3-Year Credit Agreement dated as of April 29, 2010
Harley-Davidson, Inc. et al
ANNEX I
SCHEDULE 6.2.1(B)
INDEBTEDNESS
| 1. | Indebtedness arising under that certain 4-Year Credit Agreement dated as of April 28, 2011 among Harley-Davidson, Inc. and certain of its subsidiaries, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Global Administrative Agent, and/or any “Loan Document” under and as defined therein, in each case as amended, restated, supplemented or otherwise modified from time to time. |
| 2. | Indebtedness arising under the following industrial revenue bonds and related agreements, instruments and documents: $82,000,000 City of Kansas City, Missouri Taxable IRB, Series 1996A (Harley-Davidson Project); $4,135,000 City of Kansas City, Missouri Taxable IRB, Series 1996B (Harley-Davidson Project); $2,273,000 Missouri Development Finance Board BUILD Missouri Revenue Bonds Series 2002 (Harley-Davidson Project). |
| 3. | Indebtedness arising under overdraft facilities of Harley-Davidson Japan KK in an aggregate amount of 1.8 billion Yen. |
ANNEX II
SCHEDULE 6.2.2(C)
LIENS
| 1. | Liens from time to time securing the industrial revenue bonds described on Schedule 6.2.1(b), including extensions, renewals and replacements thereof. |
