Vitality Commitment. (a) The Borrower and Chrysler Group LLC shall comply in all respects with the following terms and requirements: (i) Consistent with the Borrower’s Business Plan, (i) on each Measurement Date, the ratio of the Chrysler Group LLC and its Subsidiaries’ production volumes in Canada (the “Canadian Volume”) to the Chrysler Group LLC and its Subsidiaries’ production volumes in the NAFTA region (the “NAFTA Volume”) as a percentage (the “Production Ratio”) shall be at least 20% (the “Threshold Percentage”), determined over the Measurement Period ending on such Measurement Date and applying the Measurement Methodology to each of the Canadian Volume and the NAFTA Volume and (ii) the Production Ratio shall, on December 31 of each year while any Obligations under this Loan Agreement or any of the other Loan Documents are outstanding and have not been irrevocably and indefeasibly paid in full, be at least 17%, determined using the Canadian Volume and the NAFTA Volume for the calendar year ending on, and including, such December 31. (ii) Chrysler Group LLC will deliver notice no later than January 31 of each year while any Obligations under this Loan Agreement or any of the other Loan Documents are outstanding and have not been irrevocably and indefeasibly paid in full setting forth the calculation of the Production Ratio as of the Measurement Date for the relevant Measurement Period, if applicable, and for the preceding calendar year. (iii) If, with respect to any given Measurement Date, the Production Ratio is not equal to or greater than the Threshold Percentage, the Borrower and Chrysler Group LLC will have a period ending eighteen (18) months after such Measurement Date (or, if there has been Extraordinary Non-Canadian Growth during the relevant Measurement Period, ending three (3) years after such Measurement Date) (such ending date, the “Re-calculation Date”) to meet the Threshold Percentage, provided that the Production Ratio shall be calculated on the Re-calculation Date in the same manner as it was calculated on the Measurement Date but using the Re-measurement Period. If any calculation is made for this purpose with respect to a period that is not a full calendar year, such partial year period shall be treated as a calendar year beginning on January 1 of the year in which such partial year period begins and ending on the last day of such partial year period. (iv) If, on any Re-calculation Date on which the Production Ratio is recalculated pursuant to the foregoing, the Production Ratio is not equal to or greater than the Threshold Percentage, there shall be an Event of Default. (b) The Borrower and Chrysler Group LLC agree that, on December 31, 2014, Chrysler Group LLC and its Subsidiaries’ aggregate Canadian “product-related capital investments,” as such term is used in the Business Plan, (but not other investments) will constitute at least 20% of Chrysler Group LLC and its Subsidiaries’ aggregate NAFTA region “product-related capital investments” (but not other investments) made between the date of this Loan Agreement and December 31, 2014. (c) The Borrower shall have the right to apply for and, if successful, participate in automotive innovation programs sponsored by the governments of Canada and Ontario. (d) The Borrower shall, subject to the terms and conditions of any agreement or law by which it is bound: (i) build vehicles in Canada for ultimate sale through the newly-restructured Chrysler network outside NAFTA, as such network may be expanded, contracted or otherwise changed from time to time; and (ii) distribute Fiat Group Automotive (“FGA”) vehicles in Canada through the Chrysler network in Canada, provided that the network meets FGA’s generally applicable standards for distribution networks. (e) The Borrower intends to, directly or indirectly through one or more of its Canadian Subsidiaries, work together with Fiat S.P.A. and the University of Turin, to develop linkages with Canadian universities, colleges and other research institutions and to provide funding in the Borrower’s discretion for innovative programs in applied automotive research, development and educational activities and programs at those institutions.
Appears in 2 contracts
Sources: Loan Agreement (Chrysler Group LLC), Loan Agreement (Chrysler Group LLC)
Vitality Commitment. (a) The Borrower and Chrysler Group LLC shall comply in all respects with the following terms and requirements:
(i) Consistent with the Borrower’s Business Plan, (i) on each Measurement Date, the ratio of the Chrysler Group LLC and its Subsidiaries’ production volumes in Canada (the “Canadian Volume”) to the Chrysler Group LLC and its Subsidiaries’ production volumes in the NAFTA region (the “NAFTA Volume”) as a percentage (the “Production Ratio”) shall be at least 20% (the “Threshold Percentage”), determined over the Measurement Period ending on such Measurement Date and applying the Measurement Methodology to each of the Canadian Volume and the NAFTA Volume and (ii) the Production Ratio shall, on December 31 of each year while any Obligations under this Loan Agreement or any of the other Loan Documents are outstanding and have not been irrevocably and indefeasibly paid in full, be at least 17%, determined using the Canadian Volume and the NAFTA Volume for the calendar year ending on, and including, such December 31.
(ii) Chrysler Group LLC will deliver notice no later than January 31 of each year while any Obligations under this Loan Agreement or any of the other Loan Documents are outstanding and have not been irrevocably and indefeasibly paid in full setting forth the calculation of the Production Ratio as of the Measurement Date for the relevant Measurement Period, if applicable, and for the preceding calendar year.
(iii) If, with respect to any given Measurement Date, the Production Ratio is not equal to or greater than the Threshold Percentage, the Borrower and Chrysler Group LLC will have a period ending eighteen (18) months after such Measurement Date (or, if there has been Extraordinary Non-Canadian Growth during the relevant Measurement Period, ending three (3) years after such Measurement Date) (such ending date, the “Re-calculation Date”) to meet the Threshold Percentage, provided that the Production Ratio shall be calculated on the Re-calculation Date in the same manner as it was calculated on the Measurement Date but using the Re-measurement Period. If any calculation is made for this purpose with respect to a period that is not a full calendar year, such partial year period shall be treated as a calendar year beginning on January 1 of the year in which such partial year period begins and ending on the last day of such partial year period.
(iv) If, on any Re-calculation Date on which the Production Ratio is recalculated pursuant to the foregoing, the Production Ratio is not equal to or greater than the Threshold Percentage, there shall be an Event of Default.
(b) The Borrower and Chrysler Group LLC agree that, on December 31, 2014, Chrysler Group LLC and its Subsidiaries’ aggregate Canadian “product-related capital investments,” as such term is used in the Business Plan, (but not other investments) will constitute at least 20% of Chrysler Group LLC and its Subsidiaries’ aggregate NAFTA region “product-related capital investments” (but not other investments) made between the date of this Loan Agreement and December 31, 2014.
(c) The Borrower shall have the right to apply for and, if successful, participate in automotive innovation programs sponsored by the governments of Canada and Ontario.
(d) The Borrower shall, subject to the terms and conditions of any agreement or law by which it is bound:
(i) build vehicles in Canada for ultimate sale through the newly-restructured Chrysler network outside NAFTA, as such network may be expanded, contracted or otherwise changed from time to time; and
(ii) distribute Fiat Group Automotive (“FGA”) vehicles in Canada through the Chrysler network in Canada, provided that the network meets FGA’s generally applicable standards for distribution networks.
(e) The Borrower intends to, directly or indirectly through one or more of its Canadian Subsidiaries, work together with Fiat S.P.A. and the University of Turin, to develop linkages with Canadian universities, colleges and other research institutions and to provide funding in the Borrower’s discretion for innovative programs in applied automotive research, development and educational activities and programs at those institutions.three
Appears in 1 contract
Sources: Loan Agreement