Common use of Initial Loans Clause in Contracts

Initial Loans. The obligations of the Lenders to make the initial Loans 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 (or waived in accordance with Section 12.02) (the “Initial Loans Effective Date”): (a) 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 Mortgages described in Section 6.02(c) in any jurisdictions reasonably requested by the 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 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 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 Initial 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 other documentation as the Administrative Agent or its special counsel may reasonably request. Without limiting the generality of the provisions of Section 11.05, for purposes of determining compliance with the 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 Administrative Agent shall have received notice from such Lender prior to the Initial Loans Effective Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 6.02 by and on behalf of the Borrower or any of the other Loan Parties shall be in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Administrative Agent shall notify the Borrower and the Lenders of the Initial Loans Effective Date, and such notice shall be conclusive and binding.

Initial Loans. The obligations of This Agreement shall not become effective nor shall the Lenders be required to make the initial Loans unless (i) since December 31, 2007, no event, development or circumstance shall have occurred that has had, or could reasonably be expected to have, a material adverse effect on the financial condition of Harley and of its subsidiaries taken as a whole and (ii) the Issuing Bank to issue Letters of Credit hereunder Borrowers shall not become effective until the date on which the following conditions are satisfied (or waived in accordance with Section 12.02) (the “Initial Loans Effective Date”): have (a) 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 paid 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 Mortgages described in Section 6.02(cexecution of this Agreement, (b) in any jurisdictions reasonably requested by furnished to the Global Administrative Agent, with sufficient copies (other than in the case of any Notes) for each case 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 form connection with the financing contemplated hereby and substance reasonably acceptable the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, (d) delivered to the Administrative Agent Lenders (1) audited consolidated financial statements of Harley and its counsel. HDFS for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (2) satisfactory unaudited interim consolidated financial statements of Harley and HDFS for the quarter ended March 31, 2008 and (e) The Administrative Agent shall have received Minimum Title Information with 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 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 Initial 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 other documentation as the Administrative Agent or its special counsel may reasonably request. Without limiting the generality of the provisions of Section 11.05, for purposes of determining compliance with the 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 Administrative Agent shall have received notice from such Lender prior to the Initial Loans Effective Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 6.02 by and on behalf of the Borrower or any of the other Loan Parties shall be in form and substance evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and its counsel. The Administrative Agent shall notify premiums, if any, on all Indebtedness under the Borrower Existing Credit Agreements, and the Lenders termination of the Initial Loans Effective Dateapplicable 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 Agreements hereby waives any requirement of five (5) Business Days notice by the “Borrower(s)” under such Existing Credit Agreement(s) prior to the reduction of the commitments thereunder and such notice shall be conclusive and bindingthe termination thereof.

Initial Loans. The obligations of This Agreement shall not become effective nor shall the Lenders be required to make the initial Loans 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 unless (i) since December 31, 2015, no event, development or waived in accordance with Section 12.02) (the “Initial Loans Effective Date”): (a) Each of the conditions set forth in Section 6.01 hereof circumstance shall have been satisfied occurred that has had, or waived in accordance with Section 12.02. 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, (bii) 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 Global Administrative Agent shall have received from each evidence of an effective amendment to the Credit Agreement dated April 7, 2014 (the “Existing 2014 Credit Agreement”) among inter ▇▇▇▇ ▇▇▇▇▇▇, the guarantors party thereto, the lenders party thereto duly executed counterparts 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 such number as may be requested by the Administrative Agent) advance 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 Closing Date, in connection with the Mortgages described 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 Section 6.02(cconnection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in any jurisdictions reasonably requested by full force and effect, (d) delivered to the Administrative AgentLenders (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 case in form of the foregoing clauses (1) and substance reasonably acceptable (2), for the two most recent fiscal years ended prior to the Administrative Agent Closing Date as to which such financial statements are available and its counsel. (e) The Administrative Agent shall have received Minimum Title Information with 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 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 Initial 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 other documentation as the Administrative Agent or its special counsel may reasonably request. Without limiting the generality of the provisions of Section 11.05, for purposes of determining compliance with the 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 Administrative Agent shall have received notice from such Lender prior to the Initial Loans Effective Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 6.02 by and on behalf of the Borrower or any of the other Loan Parties shall be in form and substance evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and its counsel. The Administrative Agent shall notify premiums, if any, on all Indebtedness under the Borrower Existing Credit Agreement, and the Lenders termination of the Initial Loans Effective Dateapplicable 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 such notice shall be conclusive the termination thereof and binding(B) the payment of any amounts under Section 3.4 of the Existing Credit Agreement in connection with the termination thereof.

Initial Loans. The obligations of 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 of its subsidiaries taken as a whole and (ii) the Issuing Bank to issue Letters of Credit hereunder Borrowers shall not become effective until the date on which the following conditions are satisfied (or waived in accordance with Section 12.02) (the “Initial Loans Effective Date”): have (a) 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 paid 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 Mortgages described in Section 6.02(cexecution of this Agreement, (b) in any jurisdictions reasonably requested by furnished to the Global Administrative Agent, with sufficient copies (other than in the case of any Notes) for each case 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 form connection with the financing contemplated hereby and substance reasonably acceptable the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, (d) delivered to the Administrative Agent Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its counsel. 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) The Administrative Agent shall have received Minimum Title Information with 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 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 Initial 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 other documentation as the Administrative Agent or its special counsel may reasonably request. Without limiting the generality of the provisions of Section 11.05, for purposes of determining compliance with the 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 Administrative Agent shall have received notice from such Lender prior to the Initial Loans Effective Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 6.02 by and on behalf of the Borrower or any of the other Loan Parties shall be in form and substance evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and its counsel. The Administrative Agent shall notify premiums, if any, on all Indebtedness under the Borrower Existing Credit Agreement, and the Lenders termination of the Initial Loans Effective Dateapplicable 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 such notice shall be conclusive and bindingthe termination thereof.

Initial Loans. The obligations Commitment of the Lenders each Lender to make the its initial Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until Loan on or after the date hereof is subject to the conditions that on which or prior to the following conditions are satisfied (or waived in accordance with Section 12.02) (the “Initial Loans Effective Date”):date of such Loan: (a) Each of the conditions set forth in Section 6.01 hereof The Agent shall have been satisfied or waived received favorable written legal opinions of (i) (A) Thelen Reid & Priest LLP, special New York counsel to the Borr▇▇▇▇, (▇) ▇unton & Williams LLP, counsel to the Borrower, and (ii) King & Spalding ▇▇▇, ▇▇ecial New York counsel to the Agent, in accordance with Section 12.02each case dated the date hereof, addressed to the Agent and the Lenders and in form and substance satisfactory to the Agent. (b) The Administrative Agent, the Arranger and the Lenders Agent shall have received (i) a copy of the certificate of incorporation, including all fees amendments thereto, of the Borrower, certified as of a recent date by the Secretary of State of the State of Texas, and other amounts due a certificate as to 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 of the Borrower dated the date of this Agreement and payable certifying (A) that attached thereto is a true and complete copy of the bylaws of the Borrower as in effect on or such date and at all times since a date prior to the Initial 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 authorizing the execution and delivery by the Borrower of this Agreement, the Loans Effective Date to be made hereunder and the performance by the Borrower of all of its obligations hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) 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 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 executing the Fee Lettercertificate pursuant to (ii) above; and (iv) a certificate of a Responsible Officer of the Borrower, includingdated 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) in full force and effect, (2) sufficient for their purpose and (3) not subject to any pending or, to the extent invoiced to knowledge of such person, threatened appeal or other proceeding seeking reconsideration or review thereof, (B) the Borrower at least two representations and warranties set forth in Article III hereof are true and correct in all material respects on and as of the date hereof, and (2C) Business Days prior to no Event of Default or Default has occurred and is continuing on the Initial Loans Effective Date, reimbursement or payment of all documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderdate hereof. (c) The Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested documentation and information required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including without limitation 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)USA Patriot Act. (d) The Administrative Agent shall have received an opinion evidence satisfactory to it of local counsel in connection with the Mortgages described in Section 6.02(c) in any jurisdictions reasonably requested by execution and delivery of the Administrative Agent, in each case in form TXU Energy Agreement and substance reasonably acceptable to the Administrative Agent and its counselTXU Gas Agreement. (e) The Administrative Agent shall have received Minimum Title Information with respect 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 Oil Agent and Gas Properties evaluated in the Initial Borrowing Base Reserve Reportrequesting Lender. (f) The Administrative Lenders, the Agent shall be reasonably satisfied with and the environmental condition of the Oil and Gas Properties evaluated Sole Lead Arranger named in the Initial Borrowing Base Reserve Report. (g) The Administrative Agent Letter Agreements shall have received the Initial Loans Financial Statements payment of all fees 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 reimbursements of all expenses for which invoices have received appropriate UCC search certificates been presented as 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 when due 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 date of the initial Loan pursuant to Section 2.07 in an amount in excess the terms of zero dollars ($0). (j) The Borrower shall have delivered to the 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 Initial 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 other documentation as the Administrative Agent or its special counsel may reasonably request. Without limiting the generality of the provisions of Section 11.05, for purposes of determining compliance with the 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 Administrative Agent shall have received notice from such Lender prior to the Initial Loans Effective Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 6.02 by and on behalf of the Borrower or any of the other Loan Parties shall be in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Administrative Agent shall notify the Borrower and the Lenders of the Initial Loans Effective Date, and such notice shall be conclusive and bindingLetter Agreements.

Initial Loans. 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 (the "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") with regard to the Company and its properties and assets as the Manager, in his sole discretion, deems appropriate. The obligations Members acknowledge and agree that it is in the best interests of the Lenders Company, and that it is necessary for the Company, to make borrow the initial funds to be provided by the Initial Loans and that such Initial Loans will constitute substantial liabilities of the Issuing Bank Company and could cause the Company to issue Letters 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 Credit hereunder shall not become effective until the date on Company to take all actions which the following conditions are satisfied (Manager, in his sole discretion, deems necessary or waived in accordance with Section 12.02) (expedient to consummate the “Initial Loans Effective Date”): (a) Each including, but not limited to, the execution of the conditions Initial Loan Documents containing such terms and provisions as the Manager, in his sole discretion, deems appropriate. The authorization set forth in Section 6.01 hereof the prior sentence shall have been satisfied be deemed to be coupled with an interest, shall be deemed to be for adequate consideration, and shall be irrevocable. No further authorization or waived in accordance with Section 12.02. (b) The Administrative Agentdirection from the Members shall be required for the Manager to be deemed to be fully authorized to act for, and to bind, the Arranger and the Lenders shall have received all fees and other amounts due and payable on or prior Company with regard 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 Mortgages described in Section 6.02(c) in any jurisdictions reasonably requested by the 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 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 Loan Documents. The Manager is authorized to consummate the matters described transactions involving the Initial-Loans in Section 8.11(c). (h) The Administrative Agent shall have received appropriate UCC search certificates such order and county-level real property record search results reflecting no prior Liens encumbering at times as the Oil and Gas Properties evaluated Manager, in his sole discretion, determines; PROVIDED, HOWEVER, that 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 Manager in his sole discretion may elect to the not consummate all Initial Loans Effective Date or Liens permitted by Section 9.03. (i) The Lenders and/or to procure such substitute loans for any Initial Loans not consummated all as the Manager, in his sole discretion, deems appropriate; PROVIDED, FURTHER, in no event shall have established a Borrowing Base pursuant to Section 2.07 in an the aggregate principal amount in excess of zero dollars ($0). (j) The Borrower shall have delivered to the 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 Initial Loans Effective Date, with Total Funded Debt (or Total Net Funded Debt, as applicable), current assets and current liabilities calculated as loans procured in substitution therefor exceed the principal amount of $3,000,000.00 at the time of consummation of the Initial Loans Effective Date and EBITDA calculated by multiplying EBITDA for last of such loans to be consummated without the most recent fiscal quarter covered by the Initial Loans Financial Statements by four (4). (k) The Administrative Agent shall have received such other documentation as the Administrative Agent or its special counsel may reasonably request. Without limiting the generality express written prior consent of all of the provisions of Section 11.05, for purposes of determining compliance with the 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 Administrative Agent shall have received notice from such Lender prior to the Initial Loans Effective Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 6.02 by and on behalf of the Borrower or any of the other Loan Parties shall be in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Administrative Agent shall notify the Borrower and the Lenders of the Initial Loans Effective Date, and such notice shall be conclusive and bindingMembers.

Initial Loans. The obligations of Notwithstanding any provision contained in ------------- this Agreement to the Lenders contrary, no Bank shall have any obligation to make the initial Loans 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 (or waived in accordance with Section 12.02Loan(s) (the “Initial Loans Effective Date”): (a) 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 under 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 Mortgages described in Section 6.02(c) in any jurisdictions reasonably requested by the 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 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 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 Initial 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 other documentation as the Administrative Agent or its special counsel may reasonably request. Without limiting the generality of the provisions of Section 11.05, for purposes of determining compliance with the 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 Administrative Agent shall have received notice from such Lender prior to first received: (a) this Agreement and the Initial Loans Effective Date specifying its objection thereto. All documents Notes, each executed or submitted pursuant to this Section 6.02 by and on behalf 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; (c) 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 or executing any of the other Loan Parties shall be 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 reasonably satisfactory to the Administrative Agent and its counsel. The each Bank; (h) the Notice of Borrowing required by Section 2.02; (i) evidence satisfactory to the Administrative Agent shall notify 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 and thereunder has been paid in full (or will be paid in full with the Lenders proceeds of the Initial Loans Effective Dateinitial 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, documents, instruments and such notice shall be conclusive and bindingcertificates as the Administrative Agent or any Bank may reasonably request.

Initial Loans. The obligations of This Agreement shall not become effective nor shall the Lenders be required to make the initial Loans 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 unless (i) since December 31, 2017, no event, development or waived in accordance with Section 12.02) (the “Initial Loans Effective Date”): (a) Each of the conditions set forth in Section 6.01 hereof circumstance shall have been satisfied occurred that has had, or waived in accordance with Section 12.02. 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, (bii) 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 Global Administrative Agent shall have received from each party thereto duly executed counterparts 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 (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 such number as may be requested by the Administrative Agent) advance 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 Closing Date, in connection with the Mortgages described 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 Section 6.02(cconnection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in any jurisdictions reasonably requested by full force and effect, (d) delivered to the Administrative AgentLenders (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 case in form of the foregoing clauses (1) and substance reasonably acceptable (2), for the two most recent fiscal years ended prior to the Administrative Agent Closing Date as to which such financial statements are available and its counsel. (e) The Administrative Agent shall have received Minimum Title Information with 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 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 Initial 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 other documentation as the Administrative Agent or its special counsel may reasonably request. Without limiting the generality of the provisions of Section 11.05, for purposes of determining compliance with the 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 Administrative Agent shall have received notice from such Lender prior to the Initial Loans Effective Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 6.02 by and on behalf of the Borrower or any of the other Loan Parties shall be in form and substance evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and its counsel. The Administrative Agent shall notify premiums, if any, on all Indebtedness under the Borrower Existing Credit Agreement, and the Lenders termination of the Initial Loans Effective Dateapplicable 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 such notice shall be conclusive the termination thereof and binding(B) the payment of any amounts under Section 3.4 of the Existing Credit Agreement in connection with the termination thereof.

Initial Loans. The obligations obligation of the Lenders to make the initial Loans and ------------- Loans, or, if earlier, to cause the initial issuance of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until or the date on which 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 or such issuance, the following conditions are satisfied (or waived in accordance with Section 12.02) (the “Initial Loans Effective Date”):precedent: (a) Each 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 conditions set forth Subordinated Note Indenture, and any and all agreements, registration statements and opinions executed and delivered or filed in Section 6.01 hereof shall have been satisfied or waived in accordance with Section 12.02connection 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 Administrative Initial Credit Event shall have occurred on or before June 30, 1997. (d) The Lenders shall have received (i) on or prior to the Closing Date each of the documents and certificates set forth in Section I of the Closing Documents List and (ii) on or prior to the Initial Credit Event each of the documents and certificates set forth in Section II of the Closing Documents List. (e) The Lenders shall have received on the Closing Date the opinions of counsel to the Borrower reasonably satisfactory to the Agent, dated the Arranger Closing Date in substantially the form of Exhibit I. (f) The Agent and the Lenders shall have received payment in full of the Fees (as applicable), the Expenses and all other fees and other amounts due and expenses (or an irrevocable authorization to pay such fees out of the proceeds of the Loans) referred to in Article 8 hereof which are payable to them on or prior to --------- before the date of 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 Mortgages described in Section 6.02(c) in any jurisdictions reasonably requested by the 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 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 ReportCredit Event. (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 executed and delivered to the Administrative Agent a Compliance Certificate demonstrating all documents which the Borrower’s pro forma compliance with Agent determines are reasonably necessary to consummate the financial ratio covenants contained in Section 9.01 as of the Initial 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)lending arrangements contemplated hereby. (k) The Administrative Agent shall have received such other documentation as the Administrative Agent or its special counsel may reasonably request. Without limiting the generality of the provisions of Section 11.05, for purposes of determining compliance with the 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 Administrative Agent shall have received notice from such Lender prior to the Initial Loans Effective Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 6.02 by and on behalf of the Borrower or any of the other Loan Parties shall be in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Administrative Agent shall notify the Borrower and the Lenders of the Initial Loans Effective Date, and such notice shall be conclusive and binding.

Initial Loans. The obligations Prior to or concurrent with the making of the Lenders to make the initial Loans 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 (or waived in accordance with Section 12.02) (the “Initial Loans Effective Date”): (a) 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 AgentLoans, 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 Mortgages described in Section 6.02(c) in any jurisdictions reasonably requested by the 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 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 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 Initial 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 other documentation as the Administrative Agent or its special counsel may reasonably request. Without limiting the generality of the provisions of Section 11.05, for purposes of determining compliance with the 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 Administrative Agent shall have received notice from such Lender prior all of the following, each, except to the Initial extent otherwise specified below, duly executed by a Responsible Officer, dated the date of the initial Loans Effective Date specifying (or such earlier date as shall be satisfactory to the Administrative Agent), in form and substance satisfactory to the Administrative Agent, and each in sufficient number of signed counterparts or copies 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 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, general counsel of the Borrower and its objection thereto. All documents executed Significant Subsidiaries, substantially in the form of Exhibit L hereto, and addressing such other legal matters as the Administrative Agent may require; 11.1.3 An officer's certificate of the Borrower, 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 submitted pursuant certificates of compliance of the Borrower in the jurisdiction in which such entity was incorporated as of the Closing Date; 11.1.5 Evidence that the Borrower paid to this Section 6.02 by the Administrative Agent the 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 or pursuant to Section 15.11 hereof; 11.1.7 Certified copies of each material consent, license and approval (including, without limitation, any insurance commission approvals) required in connection with the execution, delivery, performance, validity and enforceability of this Agreement and the other Loan Parties Documents; such consents, licenses and approvals shall be in full force and effect, shall be satisfactory in form and substance to the Administrative Agent and shall be all of 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 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, 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 the Borrower, certifying that to such officer's best knowledge, since September 30, 1996, no event has occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; 11.1.11 Evidence that the Cash Collateral Account has been established; 11.1.12 A payoff letter from the agent under the Existing Credit Agreement and from NationsBank satisfactory to the Administrative Agent relating to the payment of the Initial Indebtedness to be Refinanced including evidence that all commitments have been terminated and all loans have been paid thereunder; 11.1.13 Schedules and Exhibits satisfactory to the Administrative Agent and its counsel. The the 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 shall notify the Borrower and the Lenders that each of the Initial Loans Effective Date, Loan Documents has been duly executed and such notice shall be conclusive delivered and binding.is in full force and effect without modification;

Initial Loans. The obligations Commitment of the Lenders each Lender to make the its initial Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until Loan on or after the date hereof is subject to the conditions that on which or prior to the following conditions are satisfied (or waived in accordance with Section 12.02) (the “Initial Loans Effective Date”):date of such Loan: (a) Each of the conditions set forth in Section 6.01 hereof The Agent shall have been satisfied or waived received favorable written legal opinions of (i) (A) Thelen Reid & Priest LLP, special New York counsel to the Borrower, (▇) ▇▇▇▇▇▇ & Williams LLP, counsel to the Borrower, and (ii) King & Spalding LLP, ▇▇▇▇▇▇l New York counsel to the Agent, in accordance with Section 12.02each case dated the date hereof, addressed to the Agent and the Lenders and in form and substance satisfactory to the Agent. (b) The Administrative Agent, the Arranger and the Lenders Agent shall have received (i) a copy of the certificate of formation, including all fees 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 other amounts due a certificate as to 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 payable certifying (A) that attached thereto is a true and complete copy of the limited liability company agreement of the Borrower as in effect on or such date and at all times since a date prior to the Initial 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, the Loans Effective Date to be made hereunder and the performance by the Borrower of all of its obligations hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) 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 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 Fee Lettercertificate pursuant to (ii) above; and (iv) a certificate of a Responsible Officer of the Borrower, includingdated 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) in full force and effect, (2) sufficient for their purpose and (3) not subject to any pending or, to the extent invoiced to knowledge of such person, threatened appeal or other proceeding seeking reconsideration or review thereof, and (B) the Borrower at least two representations and warranties set forth in Article III hereof are true and correct in all material respects on and as of the date hereof, and (2C) Business Days prior to no Event of Default or Default has occurred and is continuing on the Initial Loans Effective Date, reimbursement or payment of all documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderdate hereof. (c) The Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested documentation and information required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including without limitation 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)USA Patriot Act. (d) The Administrative Agent shall have received an opinion evidence satisfactory to it of local counsel in connection with the Mortgages described in Section 6.02(c) in any jurisdictions reasonably requested by execution and delivery of the Administrative Agent, in each case in form TXU Corp. Agreement and substance reasonably acceptable to the Administrative Agent and its counselTXU Gas Agreement. (e) The Administrative Agent shall have received Minimum Title Information with respect 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 Oil Agent and Gas Properties evaluated in the Initial Borrowing Base Reserve Reportrequesting Lender. (f) The Administrative Lenders, the Agent shall be reasonably satisfied with and the environmental condition of the Oil and Gas Properties evaluated Sole Lead Arranger named in the Initial Borrowing Base Reserve Report. (g) The Administrative Agent Letter Agreements shall have received the Initial Loans Financial Statements payment of all fees 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 reimbursements of all expenses for which invoices have received appropriate UCC search certificates been presented as 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 when due 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 date of the initial Loan pursuant to Section 2.07 in an amount in excess the terms of zero dollars ($0). (j) The Borrower shall have delivered to the 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 Initial 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 other documentation as the Administrative Agent or its special counsel may reasonably request. Without limiting the generality of the provisions of Section 11.05, for purposes of determining compliance with the 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 Administrative Agent shall have received notice from such Lender prior to the Initial Loans Effective Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 6.02 by and on behalf of the Borrower or any of the other Loan Parties shall be in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Administrative Agent shall notify the Borrower and the Lenders of the Initial Loans Effective Date, and such notice shall be conclusive and bindingLetter Agreements.

Initial Loans. The obligations Notwithstanding any provision contained in this Agreement to the contrary, none of the Lenders Banks shall have any obligation to make the initial Loans and of under this Agreement unless the Issuing Bank to issue Letters of Credit hereunder Agent shall not become effective until the date on which the following conditions are satisfied (or waived in accordance with Section 12.02) (the “Initial Loans Effective Date”):have first received: (a) Each this Agreement and the Notes, each executed by a duly authorized officer of the conditions set forth in Section 6.01 hereof shall have been satisfied or waived in accordance with Section 12.02.Borrower; (b) The Administrative Agenta copy of resolutions of the Board of Directors of Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Arranger Notes 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 LetterTransaction Documents, 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 certified by the Borrower hereunder.Secretary of Borrower; (c) The Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested a copy of the Articles of Incorporation of Borrower, including any amendments thereto, certified by the Administrative Agent) Secretary 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).Borrower; (d) The Administrative Agent 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 have received 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 local counsel in connection with the Mortgages described in Section 6.02(c) in any jurisdictions reasonably requested by the Administrative Agent, in each case General Counsel of Borrower in form and substance reasonably acceptable satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received Minimum Title Information with 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 each 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).Banks; (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 Notice of 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 required by Section 9.03.2.02; (i) The Lenders shall have established a Borrowing Base pursuant evidence satisfactory to Section 2.07 the Agent that that certain Loan Agreement dated as of October 22, 1999, by and among Borrower, the banks party thereto and Firstar Bank, N.A., as agent for such banks, as amended by that certain First Amendment to Loan Agreement dated as of October 20, 2000 (as so amended, the "Existing Loan Agreement") has been terminated and any existing indebtedness of Borrower thereunder has been paid in an amount in excess of zero dollars ($0).full; and (j) The Borrower shall have delivered to the 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 Initial 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 other documentation agreements, documents, instruments and certificates as the Administrative Agent or its special counsel any Bank may reasonably request. Without limiting the generality of the provisions of Section 11.05, for purposes of determining compliance with the 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 Administrative Agent shall have received notice from such Lender prior to the Initial Loans Effective Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 6.02 by and on behalf of the Borrower or any of the other Loan Parties shall be in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Administrative Agent shall notify the Borrower and the Lenders of the Initial Loans Effective Date, and such notice shall be conclusive and binding.

Initial Loans. The obligations obligation of Lender to fund the Lenders Term Loans, to make fund the initial Loans Revolving Loan, and of the Issuing Bank to issue Letters or cause to be issued the initial Letter of Credit hereunder shall not become effective until Credit, is subject to the satisfaction or waiver on or before the date on which hereof of the following conditions are satisfied precedent: (or waived in accordance with Section 12.02i) Lender shall have received each of the agreements, opinions, reports, approvals, consents, certificates and other documents set forth on the closing document list attached hereto as Schedule 17(a) (the “Initial Loans Effective DateClosing Document List”): (a) 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 Mortgages described in Section 6.02(c) in any jurisdictions reasonably requested by the Administrative Agent, in each case in form and substance reasonably acceptable satisfactory to the Administrative Agent and its counsel.Lender; (eii) The Administrative Agent Since September 30, 2004, no event shall have occurred which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, as determined by Lender in its sole discretion; (iii) Lender shall have received Minimum Title Information with respect 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 Oil and Gas Properties evaluated in initial Loans or the Initial Borrowing Base Reserve Report.issuance of the initial Letters of Credit hereunder; (fiv) 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 date hereof, (B) the issuance of the initial Letter of Credit, if any, requested to be made on such date, (C) the making of the advances on the date hereof under the Venture Debt Agreements and the Barclays Debt Agreement, (D) the payment of all fees due upon such date and (E) the payment or reimbursement by Borrowers of Lender for all closing costs and expenses incurred in connection with the transactions contemplated hereby, (x) US Borrower has Excess Availability (inclusive of the “Excess Availability” under the EXIM Loan Agreement) of not less than One Million and No/100 Dollars ($1,000,000) and (y) the Companies collectively have Excess Availability (inclusive of the “Excess Availability” under the EXIM Loan Agreement) plus access to immediately available funds from sources other the Lender of not less than Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000); and (v) 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 Obligors shall have received the Initial Loans Financial Statements executed 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 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 Initial 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 Lender all such other documentation as documents, instruments and agreements which Lender determines are reasonably necessary to consummate the Administrative Agent or its special counsel may reasonably request. Without limiting the generality of the provisions of Section 11.05, for purposes of determining compliance with the 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 Administrative Agent shall have received notice from such Lender prior to the Initial Loans Effective Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 6.02 by and on behalf of the Borrower or any of the other Loan Parties shall be in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Administrative Agent shall notify the Borrower and the Lenders of the Initial Loans Effective Date, and such notice shall be conclusive and bindingtransactions contemplated hereby.

Initial Loans. The obligations of Notwithstanding any provision contained in this Agreement to the Lenders contrary, Lender shall have no obligation to make the initial Loans Revolving Loan and of the Issuing Bank Term Loan under this Agreement unless Lender shall have first received the following, all in form and substance acceptable to issue Letters of Credit hereunder shall not become effective until the date on which the following conditions are satisfied (or waived in accordance with Section 12.02) (the “Initial Loans Effective Date”):Lender: (a) Each this Agreement and the Notes, each executed by a duly authorized officer of the conditions set forth in Section 6.01 hereof shall have been satisfied or waived in accordance with Section 12.02.Borrower; (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 DatePledge, reimbursement or payment of all documented out-of-pocket expenses required to be reimbursed or paid by Subsidiary Pledge, collateral schedules, stock powers, UCC financing statements, and such other documents as Lender may require in connection with the Borrower hereunder.Pledge and Subsidiary Pledge, each executed by a duly authorized officer of Borrower and/or Royal Palm; (c) The Administrative Agent shall have received from each party thereto 360,000 shares of the common stock of Mercantile Trust & Savings Bank, 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 counterparts (in such number as may be requested blank by the Administrative Agent) an authorized officer 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).Borrower; (d) 1,038,294 shares of the common stock of The Administrative Agent shall have received 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 local counsel from Schmiedeskamp, Robertson, Neu & M▇▇▇▇▇▇▇, 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 executed in connection with the Mortgages described in Section 6.02(c) in any jurisdictions reasonably requested by the Administrative AgentRoyal Palm Merger Transaction including, in each case in form and substance reasonably acceptable but not limited to the Administrative Agent Royal Palm Merger Agreement, and its counsel.evidence satisfactory to Lender that the Royal Palm Merger Transaction has been approved by all applicable Regulatory Agencies; (em) The Administrative Agent shall have received Minimum Title Information copies of all documents executed in connection with respect to the Oil and Gas Properties evaluated in the Initial Borrowing Base Reserve Report.issuance by Borrower of Pooled Trust Preferred Securities on or about July 13, 2006; and (fn) 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 such other agreements, documents, instruments, 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 Administrative Agent a Compliance Certificate demonstrating the Borrower’s pro forma compliance with the financial ratio covenants contained in Section 9.01 assurances as of the Initial 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 other documentation as the Administrative Agent or its special counsel Lender may reasonably request. Without limiting the generality of the provisions of Section 11.05, for purposes of determining compliance with the 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 Administrative Agent shall have received notice from such Lender prior to the Initial Loans Effective Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 6.02 by and on behalf of the Borrower or any of the other Loan Parties shall be in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Administrative Agent shall notify the Borrower and the Lenders of the Initial Loans Effective Date, and such notice shall be conclusive and binding.

Initial Loans. The obligations of This Agreement shall not become effective nor shall the Lenders be required to make the initial Loans 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 unless (i) since December 31, 2011, no event, development or waived in accordance with Section 12.02) (the “Initial Loans Effective Date”): (a) Each of the conditions set forth in Section 6.01 hereof circumstance shall have been satisfied occurred that has had, or waived in accordance with Section 12.02. 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, (bii) 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 Global Administrative Agent shall have received from each evidence of an effective amendment to the 4-Year Credit Agreement dated April 28, 2011 (the “Existing 4-Year Credit Agreement”) among inter ▇▇▇▇ ▇▇▇▇▇▇, HDFC, the guarantors party thereto, the lenders party thereto duly executed counterparts 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 (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 such number as may be requested by the Administrative Agent) advance 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 Closing Date, in connection with the Mortgages described 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 Section 6.02(cconnection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in any jurisdictions reasonably requested by full force and effect, (d) delivered to the Administrative AgentLenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), (2) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each case in form of the foregoing clauses (1) and substance reasonably acceptable (2), for the two most recent fiscal years ended prior to the Administrative Agent Closing Date as to which such financial statements are available and (3) financial statement projections of (A) Harley (on a Consolidated basis) and (B) HDFS and its counsel. Subsidiaries, in the case of each of the foregoing clauses (A) and (B), for the 2012 fiscal year, together with key underlying assumptions in reasonable detail and (e) The Administrative Agent shall have received Minimum Title Information with 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 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 Initial 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 other documentation as the Administrative Agent or its special counsel may reasonably request. Without limiting the generality of the provisions of Section 11.05, for purposes of determining compliance with the 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 Administrative Agent shall have received notice from such Lender prior to the Initial Loans Effective Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 6.02 by and on behalf of the Borrower or any of the other Loan Parties shall be in form and substance evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and its counsel. The Administrative Agent shall notify premiums, if any, on all Indebtedness under the Borrower Existing Credit Agreement, and the Lenders termination of the Initial Loans Effective Dateapplicable 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 such notice shall be conclusive and bindingthe termination thereof.

Initial Loans. The obligations of the Lenders Each Loan. In addition, Lender will not be obligated to make any --------- Revolving Credit Loan or convert the initial Loans and of Tranche A Revolving Credit Loan into the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which the following conditions are satisfied (or waived in accordance with Section 12.02) (the “Initial Loans Effective Date”): Term Loan unless (a) 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 Agentrespect to Revolving Credit Loans, 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 Lender shall have received an opinion 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 local counsel each Revolving Credit Loan and the conversion of the Revolving Credit Loan into the Term Loan (i) the representations and warranties made in connection with the Mortgages described Loan Documents are true and correct in Section 6.02(call material respects, and (ii) neither any change in the financial condition or prospect of any jurisdictions Credit Party which could have or has had a Material Adverse Effect nor any Default or Event of Default shall have occurred and shall be continuing; (c) the making of each Revolving Credit Loan and the 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 requested by the Administrative Agent, in each case in form and substance reasonably acceptable satisfactory to the Administrative Agent Lender and its counsel. (e) The Administrative Agent shall have received Minimum Title Information with 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 , and, if requested by the Administrative AgentLender, 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 each Credit Party shall have delivered to Lender evidence substantiating any of the Administrative Agent a Compliance Certificate demonstrating the Borrower’s pro forma compliance with the financial ratio covenants matters contained in Section 9.01 as of this Agreement which are necessary to enable Borrowers to qualify for any Revolving Credit Loan or the Initial Loans Effective Date, with Total Funded Debt Term Loan; and (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). (ke) The Administrative Agent Lender shall have received such other documentation agreements, documents, instruments, information, approvals or opinions as the Administrative Agent or its special counsel Lender may reasonably request. Without limiting The delivery of an Advance Request by the generality Borrowers and the acceptance by the Borrowers of the provisions proceeds of Section 11.05, for purposes of determining compliance with any Loan hereunder shall each be deemed to constitute a representation and warranty by the conditions Borrowers and Parent as to the matters 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 Administrative Agent shall have received notice from such Lender prior to the Initial Loans Effective Date specifying its objection theretoSECTION 3.2. All documents executed or submitted pursuant to this Section 6.02 by and on behalf of the Borrower or any of the other Loan Parties shall be in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Administrative Agent shall notify the Borrower and the Lenders of the Initial Loans Effective Date, and such notice shall be conclusive and binding.-----------

Initial Loans. The obligations As conditions precedent to the making of the Lenders to make the initial Loans under this Agreement, the Bank shall be furnished, in form and of substance satisfactory to the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which the following conditions are satisfied (or waived in accordance with Section 12.02) (the “Initial Loans Effective Date”):Bank: (a) Each a certified copy of the conditions 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) opinion 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, all certified by a Responsible Officer of Borrower to be true and correct; (l) a copy of the executed Bank One Credit Agreement, and any amendments thereto and copies of all the documents and agreements executed in connection therewith, all certified by a Responsible Officer of the Borrower to be true and correct; (m) a certificate of a duly authorized officer of the Borrower to the effect set forth in Section 6.01 hereof shall have been satisfied or waived in accordance with Section 12.02.16.2(a) and 16.2(b) hereof; (bn) The Administrative Agent, the Arranger and the Lenders shall have received all accrued fees and other amounts expenses due and payable on or prior to the Initial Loans Effective Date pursuant to this Agreement or the Fee LetterClosing Date, includingand, to the extent invoiced to the Borrower at least two (2) Business Days prior to the Initial Loans Effective Dateinvoiced, reimbursement or other payment of all documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.hereunder or under any other Credit Document; (co) The Administrative Agent an executed original of a consent and waiver from Bank One pursuant to which Bank One shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agentwaive any "Default" arising under Sections 12(b) and 12(d) of the Mortgages Bank One Credit Agreement and the other Security Instruments relating shall consent to the Oil execution and Gas Properties evaluated in the Initial Borrowing Base Reserve Report as necessary for delivery by 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 Mortgages described in Section 6.02(c) in any jurisdictions reasonably requested by the Administrative Agentthis Agreement, in each case in form which consent and substance reasonably acceptable to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received Minimum Title Information with 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 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 Initial 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 other documentation as the Administrative Agent or its special counsel may reasonably request. Without limiting the generality of the provisions of Section 11.05, for purposes of determining compliance with the 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 Administrative Agent shall have received notice from such Lender prior to the Initial Loans Effective Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 6.02 by and on behalf of the Borrower or any of the other Loan Parties waiver shall be in form and substance reasonably satisfactory to the Administrative Agent Bank and shall be in full force and effect; (p) all corporate and other proceedings, 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 Bank and its counsel. The Administrative Agent shall notify ; (q) certified copies of the Borrower articles of incorporation and by-laws as well as a good standing certificate as of a recent date for the Borrower; and (r) In addition to the foregoing requirements, all legal details and proceedings in connection with the transactions contemplated by this Agreement and the Lenders of the Initial Loans Effective Date, and such notice Distribution Agreements shall be conclusive satisfactory to the Bank and bindingits counsel and the Bank shall have received all such counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance satisfactory to the Bank and its counsel, as the Bank may from time to time reasonably request.

Initial Loans. The obligations of This Agreement shall not become effective nor shall the Lenders be required to make the initial Loans 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 unless (i) since December 31, 2013, no event, development or waived in accordance with Section 12.02) (the “Initial Loans Effective Date”): (a) Each of the conditions set forth in Section 6.01 hereof circumstance shall have been satisfied occurred that has had, or waived in accordance with Section 12.02. 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, (bii) 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 Global Administrative Agent shall have received from each party thereto duly executed counterparts 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 (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 such number as may be requested by the Administrative Agent) advance 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 Closing Date, in connection with the Mortgages described 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 Section 6.02(cconnection with the financing contemplated hereby and the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in any jurisdictions reasonably requested by full force and effect, (d) delivered to the Administrative AgentLenders (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 case in form of the foregoing clauses (1) and substance reasonably acceptable (2), for the two most recent fiscal years ended prior to the Administrative Agent Closing Date as to which such financial statements are available and its counsel. (e) The Administrative Agent shall have received Minimum Title Information with 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 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 Initial 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 other documentation as the Administrative Agent or its special counsel may reasonably request. Without limiting the generality of the provisions of Section 11.05, for purposes of determining compliance with the 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 Administrative Agent shall have received notice from such Lender prior to the Initial Loans Effective Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 6.02 by and on behalf of the Borrower or any of the other Loan Parties shall be in form and substance evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and its counsel. The Administrative Agent shall notify premiums, if any, on all Indebtedness 41 under the Borrower Existing Credit Agreement, and the Lenders termination of the Initial Loans Effective Dateapplicable 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 such notice shall be conclusive and bindingthe termination thereof.

Initial Loans. The obligations obligation of the Lenders Lender to make fund the initial Loans and of Revolving Loan is subject to the Issuing Bank to issue Letters of Credit hereunder shall not become effective until satisfaction or waiver on or before the date on which hereof of the following conditions are satisfied precedent: (or waived in accordance with Section 12.02i) Lender shall have received each of the agreements, opinions, reports, approvals, consents, certificates and other documents set forth on the closing document list attached hereto as Schedule 17(a) (the “Initial Loans Effective DateClosing Document List”): (a) 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 Mortgages described in Section 6.02(c) in any jurisdictions reasonably requested by the Administrative Agent, in each case in form and substance reasonably acceptable satisfactory to the Administrative Agent and its counsel.Lender; (eii) The Administrative Agent Since September 30, 2004, no event shall have occurred which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, as determined by Lender in its sole discretion; (iii) Lender shall have received Minimum Title Information with respect payment in full of all fees and expenses payable 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 it 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 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 Initial 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 other documentation as the Administrative Agent or its special counsel may reasonably request. Without limiting the generality of the provisions of Section 11.05, for purposes of determining compliance with the 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 Administrative Agent shall have received notice from such Lender prior to the Initial Loans Effective Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 6.02 by and on behalf of the US Borrower or any other Person in connection herewith, on or before disbursement of the other Loan Parties 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 in form and substance reasonably satisfactory to made on the Administrative Agent and its counsel. The Administrative Agent shall notify date hereof, (B) the Borrower payment of all fees due upon such date, (C) the making of the advances on the date hereof under the Venture Debt Agreements and the Lenders Barclays Debt Agreement, (D) the payment of all fees due upon such date and (E) the payment or reimbursement by US Borrower of Lender for all closing costs and expenses incurred in connection with the transactions contemplated hereby, (x) US Borrower has Excess Availability (inclusive of the Initial Loans Effective Date“Excess Availability” under the Non-EXIM Loan Agreement) of not less than One Million and No/100 Dollars ($1,000,000) and (y) the Companies collectively have Excess Availability (inclusive of the “Excess Availability” under the Non-EXIM Loan Agreement) plus access to immediately available funds from sources other then Lender of not less than Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000); and (v) The Obligors shall have executed and delivered to Lender all such other documents, instruments and such notice shall be conclusive and bindingagreements which Lender determines are reasonably necessary to consummate the transactions contemplated hereby.

Initial Loans. The obligations of This Agreement shall not become effective nor shall the Lenders be required to make the initial Loans 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 unless (i) since December 31, 2008, no event, development or waived in accordance with Section 12.02) (the “Initial Loans Effective Date”): (a) Each of the conditions set forth in Section 6.01 hereof circumstance shall have been satisfied occurred that has had, or waived in accordance with Section 12.02. 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, (bii) 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 Global Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) evidence of the Mortgages and the other Security Instruments relating an effective amendment to the Oil 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 Gas Properties evaluated in 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 (iii) the Initial Borrowing Base Reserve Report as necessary for the Borrower Borrowers shall have (a) paid all fees required to be in compliance with Section 8.13(a). (d) The Administrative Agent shall have received an opinion of local counsel paid in connection with the Mortgages described in Section 6.02(cexecution of this Agreement, (b) in any jurisdictions reasonably requested by furnished to the Global Administrative Agent, with sufficient copies (other than in the case of any Notes) for each case 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 form connection with the financing contemplated hereby and substance reasonably acceptable the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, (d) delivered to the Administrative Agent Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its counsel. 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 2009 fiscal year, together with key underlying assumptions in reasonable detail and (e) The Administrative Agent shall have received Minimum Title Information with 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 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 Initial 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 other documentation as the Administrative Agent or its special counsel may reasonably request. Without limiting the generality of the provisions of Section 11.05, for purposes of determining compliance with the 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 Administrative Agent shall have received notice from such Lender prior to the Initial Loans Effective Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 6.02 by and on behalf of the Borrower or any of the other Loan Parties shall be in form and substance evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and its counsel. The Administrative Agent shall notify premiums, if any, on all Indebtedness under the Borrower Existing Credit Agreement, and the Lenders termination of the Initial Loans Effective Dateapplicable 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 “Borrower(s)” under such Existing Credit Agreement prior to the reduction of the commitments thereunder and such notice shall be conclusive and bindingthe termination thereof.

Initial Loans. The obligations of This Agreement shall not become effective nor shall the Lenders be required to make the initial Loans 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 unless (i) since December 31, 2010, no event, development or waived in accordance with Section 12.02) (the “Initial Loans Effective Date”): (a) Each of the conditions set forth in Section 6.01 hereof circumstance shall have been satisfied occurred that has had, or waived in accordance with Section 12.02. 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, (bii) 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 Global Administrative Agent shall have received from each party thereto duly executed counterparts 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 (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 such number as may be requested by the Administrative Agent) advance 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 Closing Date, in connection with the Mortgages described in Section 6.02(cexecution of this Agreement, (b) in any jurisdictions reasonably requested by furnished to the Global Administrative Agent, with sufficient copies (other than in the case of any Notes) for each case 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 form connection with the financing contemplated hereby and substance reasonably acceptable the continuing operations of Harley and its Subsidiaries (including the Borrowers) and such approvals remain in full force and effect, (d) delivered to the Administrative Agent Lenders (1) audited consolidated financial statements of Harley (on a Consolidated basis), (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its counsel. 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 2011 fiscal year, together with key underlying assumptions in reasonable detail and (e) The Administrative Agent shall have received Minimum Title Information with 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 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 Initial 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 other documentation as the Administrative Agent or its special counsel may reasonably request. Without limiting the generality of the provisions of Section 11.05, for purposes of determining compliance with the 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 Administrative Agent shall have received notice from such Lender prior to the Initial Loans Effective Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 6.02 by and on behalf of the Borrower or any of the other Loan Parties shall be in form and substance evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and its counsel. The Administrative Agent shall notify premiums, if any, on all Indebtedness under the Borrower Existing Credit Agreement, and the Lenders termination of the Initial Loans Effective Dateapplicable 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 such notice shall be conclusive and bindingthe termination thereof.