Common use of Additional Revolving Loans Clause in Contracts

Additional Revolving Loans. (i) Upon the satisfaction of the -------------------------- applicable conditions precedent set forth in Sections 4.1, 4.2 and 4.3, ------------ --- --- from and including the date of this Agreement and prior to the Additional Revolving Loan Termination Date, each Additional Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement (including, without limitation, the terms and conditions of Section 2.5.11 and Section 8.1 relating to the reduction, suspension or -------------- ----------- termination of the Aggregate Additional Revolving Loan Commitment), to make revolving loans (each individually, an "Additional Revolving Loan" and, collectively, the "Additional Revolving Loans") in Dollars to the Company from time to time in a Dollar Amount not to exceed such Lender's Additional Revolving Loan Percentage of the lesser of (x) Aggregate Additional Revolving Loan Commitment at such time and (y) the Borrowing Base minus the Revolving Credit Obligations at such time; provided that no Additional -------- Revolving Lender shall be required to make any Additional Revolving Loan unless, at the time of such proposed Additional Revolving Loan, the Revolving Credit Availability shall be zero. Subject to the terms of this Agreement (including, without limitation, the terms and conditions of Section 2.5.11 and 8.1 relating to the reduction, suspension or termination -------------- --- of the Aggregate Additional Revolving Loan Commitment), the Company may borrow, repay and reborrow Additional Revolving Loans at any time prior to the Additional Revolving Loan Termination Date. Unless earlier terminated in accordance with the terms and conditions of this Agreement, the Additional Revolving Loan Commitments of the Additional Revolving Lenders to lend hereunder shall expire on the Additional Revolving Loan Termination Date. The proceeds of all Additional Revolving Loans made under this Section 2.1.1 shall be used in accordance with the terms of Section 6.2. ------------- ----------- All outstanding Additional Revolving Loans shall be paid in full by the Company on the Additional Revolving Loan Termination Date.

Additional Revolving Loans. (ia) Upon From time to time after the Closing Date, the Borrowers may, upon written notice to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), request an increase (the “Increase Request”) in the Aggregate Revolving Commitment Amount (the amount of any such increase, the “Additional Revolving Commitment Amount”). The Increase Request shall specify the amount of the Additional Revolving Commitment Amount and the date on which the Additional Revolving Commitment Amount is to become effective (the “Increase Date”) (which shall be a Business Day at least ten Business Days after the delivery of the Increase Request and at least 30 days prior to the Commitment Termination Date). (b) The increase in the Aggregate Revolving Commitment Amount shall be conditioned upon satisfaction of the -------------------------- applicable conditions precedent set forth in Sections 4.1following conditions: (1) after giving effect to such increase, 4.2 the Aggregate Revolving Commitment Amount shall not exceed $90,000,000 (less any voluntary reductions pursuant to Section 2.20); (2) no Default or Event of Default shall have occurred and 4.3, ------------ --- --- be continuing on the relevant Increase Date or shall result from and including the date of this Agreement and prior to the any Additional Revolving Loan Termination Date, each Additional Revolving Lender severally Commitment Amount; (3) the representations and not jointly agrees, on warranties of the terms and conditions Borrowers set forth in this Agreement (including, without limitation, the terms shall be true and conditions of Section 2.5.11 correct on and Section 8.1 relating to the reduction, suspension or -------------- ----------- termination as of the Aggregate Additional Revolving Loan Commitmentrelevant Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), to make revolving loans ; and (each individually, an "Additional Revolving Loan" and, collectively, the "Additional Revolving Loans"4) in Dollars to the Company from time to time in a Dollar Amount not to exceed such Lender's Additional Revolving Loan Percentage of the lesser of (x) Aggregate Additional Revolving Loan Commitment at such time and (y) the Borrowing Base minus the One or more existing or new Revolving Credit Obligations at such time; provided that no Additional -------- Revolving Lender Lenders shall be required have agreed to make any Additional Revolving Loan unless, at the time of such proposed Additional Revolving Loan, the Revolving Credit Availability shall be zero. Subject to the terms of this Agreement (including, without limitation, the terms and conditions of Section 2.5.11 and 8.1 relating to the reduction, suspension or termination -------------- --- of the Aggregate Additional Revolving Loan Commitment), the Company may borrow, repay and reborrow Additional Revolving Loans at any time prior to acquire the Additional Revolving Loan Termination Date. Unless earlier terminated in accordance with Commitment Amount. (c) Upon the terms and conditions receipt of this Agreementthe Increase Request, the Additional Revolving Loan Commitments Administrative Agent shall direct the Arranger to solicit the acquisition of the Additional Revolving Commitment Amount by having existing Revolving Credit Lenders increase their respective Revolving Commitments then in effect, or by adding as new Revolving Credit Lenders with new Revolving Commitments hereunder Persons who are not then Revolving Credit Lenders (each a “New Revolving Credit Lender”), with the approval of the Administrative Agent, which shall not be unreasonably withheld or delayed, and the Company. Each existing Revolving Credit Lender shall have the right for a period of ten (10) Business Days following its receipt of the Increase Request to lend hereunder shall expire on elect, by written notice to the Borrowers and the Administrative Agent, to acquire all or any part of the Additional Revolving Loan Termination DateCommitment Amount, which notice shall specify the amount such existing Revolving Credit Lender wishes to acquire (with each existing Revolving Credit Lender giving such notice being referred to herein as an “Increasing Revolving Credit Lender” and with such amount specified by such Increasing Revolving Credit Lender being referred to herein as a “Proposed Increase Amount”). The proceeds If the total of all Additional Revolving Loans made under this Section 2.1.1 shall be used in accordance with the terms of Section 6.2. ------------- ----------- All outstanding Additional Revolving Loans shall be paid in full by the Company on Proposed Increase Amounts exceeds the Additional Revolving Commitment Amount requested by the Borrowers, then the Additional Revolving Commitment Amount shall be allocated ratably among the Increasing Revolving Credit Lenders, with each Increasing Revolving Credit Lender’s allocation being a fraction, the numerator of which shall be the Proposed Increase Amount of such Increasing Revolving Credit Lender and the denominator of which shall be the sum of all of the Proposed Increase Amounts. No existing Revolving Credit Lender (or any successor thereto) shall have any obligation to increase its Revolving Commitment or its other obligations under this Agreement and the other Loan Termination DateDocuments, and any decision by an existing Revolving Credit Lender to increase its Revolving Commitment shall be made in its sole discretion independently from any other Revolving Credit Lender. New Revolving Credit Lenders will be solicited only if the total Proposed Increase Amounts are less than the Additional Revolving Commitment Amount requested by the Borrowers. The Borrowers shall cooperate and actively assist the Administrative Agent and the Arranger in connection with any such solicitation and shall reimburse the Administrative Agent and the Arranger for any reasonable out-of-pocket fees or expenses incurred in connection with such solicitation. (d) An increase in the aggregate amount of the Aggregate Revolving Commitment Amount pursuant to this Section 2.7 shall become effective upon the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrowers, the other Loan Parties and each Increasing Revolving Credit Lender and each New Revolving Credit Lender, setting forth the new or increased Revolving Commitments of such Revolving Credit Lenders, together with a replacement or additional Revolving Note, as applicable, evidencing the new or increased Revolving Commitment of each affected Revolving Credit Lender, duly executed and delivered by the Borrowers and such evidence of appropriate corporate authorization on the part of the Borrowers and the other Loan Parties with respect to the increase in the Revolving Commitments and such opinions of counsel for the Borrowers and the other Loan Parties with respect to the increase in the Aggregate Revolving Commitment Amount as the Administrative Agent may reasonably request. (e) Upon the acceptance of any such agreement by the Administrative Agent, the Aggregate Revolving Commitment Amount shall automatically be increased by the amount of the Revolving Commitments added through such agreement, and this Agreement shall automatically be deemed amended to reflect the Revolving Commitments of all Lenders after giving effect to the addition of such Revolving Commitments. (f) Upon any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.7 that is not pro rata among all Revolving Credit Lenders, within five (5) Business Days, the Borrowers shall concurrently prepay such Revolving Loans in their entirety and, to the extent the Borrowers elect to do so and subject to the conditions specified in Section 8, the Borrowers shall reborrow Revolving Loans from the Revolving Credit Lenders in proportion to their respective Revolving Commitments after giving effect to such increase, until such time as all outstanding Revolving Loans are held by the Revolving Credit Lenders in such proportion.

Additional Revolving Loans. (ia) Upon From time to time after the Closing Date, the Borrowers may, upon written notice to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), request an increase (the “Increase Request”) in the Aggregate Revolving Commitment Amount (the amount of any such increase, the “Additional Revolving Commitment Amount”). The Increase Request shall specify the amount of the Additional Revolving Commitment Amount and the date on which the Additional Revolving Commitment Amount is to become effective (the “Increase Date”) (which shall be a Business Day at least ten Business Days after the delivery of the Increase Request and at least 30 days prior to the Commitment Termination Date). (b) The increase in the Aggregate Revolving Commitment Amount shall be conditioned upon satisfaction of the -------------------------- applicable conditions precedent set forth in Sections 4.1following conditions: (1) after giving effect to such increase, 4.2 the Aggregate Revolving Commitment Amount shall not exceed $140,000,000 (less any voluntary reductions pursuant to Section 2.19); (2) no Default or Event of Default shall have occurred and 4.3, ------------ --- --- be continuing on the relevant Increase Date or shall result from and including the date of this Agreement and prior to the any Additional Revolving Loan Termination Date, each Additional Revolving Lender severally Commitment Amount; (3) the representations and not jointly agrees, on warranties of the terms and conditions Borrowers set forth in this Agreement (including, without limitation, the terms shall be true and conditions of Section 2.5.11 correct on and Section 8.1 relating to the reduction, suspension or -------------- ----------- termination as of the Aggregate Additional Revolving Loan Commitment), to make revolving loans (each individually, an "Additional Revolving Loan" and, collectively, the "Additional Revolving Loans") in Dollars to the Company from time to time in a Dollar Amount not to exceed such Lender's Additional Revolving Loan Percentage of the lesser of (x) Aggregate Additional Revolving Loan Commitment at such time relevant Increase Date as if made on and (y) the Borrowing Base minus the Revolving Credit Obligations at such time; provided that no Additional -------- Revolving Lender shall be required to make any Additional Revolving Loan unless, at the time as of such proposed Additional Revolving Loandate (or, the Revolving Credit Availability if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (4) all conditions precedent to Borrowings set forth in Sections 8.1 and 8.2 shall have been satisfied and would be zero. Subject to the terms of this Agreement (including, without limitation, the terms and conditions of Section 2.5.11 and 8.1 relating to the reduction, suspension or termination -------------- --- of the Aggregate Additional Revolving Loan Commitment), the Company may borrow, repay and reborrow Additional Revolving Loans at any time prior satisfied after giving effect to the Additional Revolving Loan Termination Date. Unless earlier terminated in accordance with the terms Commitment Amount, and conditions of this Agreement, any Borrowings thereunder; (5) after giving effect to the Additional Revolving Loan Commitments Commitment Amount, and any Borrowings thereunder, the Borrowers would be in pro forma compliance with the financial covenants set forth in Section 7; and (6) One or more existing or new Revolving Credit Lenders shall have agreed to acquire the Additional Revolving Commitment Amount. (c) Upon the receipt of the Increase Request, the Administrative Agent shall direct the Arranger to solicit the acquisition of the Additional Revolving Commitment Amount by having existing Revolving Credit Lenders increase their respective Revolving Commitments then in effect, or by adding as new Revolving Credit Lenders with new Revolving Commitments hereunder Persons who are not then Revolving Credit Lenders (each a “New Revolving Credit Lender”), with the approval of the Administrative Agent, which shall not be unreasonably withheld or delayed, and the Company. Each existing Revolving Credit Lender shall have the right for a period of ten (10) Business Days following its receipt of the Increase Request to lend hereunder shall expire on elect, by written notice to the Borrowers and the Administrative Agent, to acquire all or any part of the Additional Revolving Commitment Amount, which notice shall specify the amount such existing Revolving Credit Lender wishes to acquire (with each existing Revolving Credit Lender giving such notice being referred to herein as an “Increasing Revolving Credit Lender” and with such amount specified by such Increasing Revolving Credit Lender being referred to herein as a “Proposed Increase Amount”). If the total of the Proposed Increase Amounts exceeds the Additional Revolving Commitment Amount requested by the Borrowers, then the Additional Revolving Commitment Amount shall be allocated ratably among the Increasing Revolving Credit Lenders, with each Increasing Revolving Credit Lender’s allocation being a fraction, the numerator of which shall be the Proposed Increase Amount of such Increasing Revolving Credit Lender and the denominator of which shall be the sum of all of the Proposed Increase Amounts. No existing Revolving Credit Lender (or any successor thereto) shall have any obligation to increase its Revolving Commitment or its other obligations under this Agreement and the other Loan Termination DateDocuments, and any decision by an existing Revolving Credit Lender to increase its Revolving Commitment shall be made in its sole discretion independently from any other Revolving Credit Lender. New Revolving Credit Lenders will be solicited only if the total Proposed Increase Amounts are less than the Additional Revolving Commitment Amount requested by the Borrowers. The proceeds Borrowers shall cooperate and actively assist the Administrative Agent and the Arranger in connection with any such solicitation and shall reimburse the Administrative Agent and the Arranger for any reasonable out-of-pocket fees or expenses incurred in connection with such solicitation. (d) An increase in the aggregate amount of the Aggregate Revolving Commitment Amount pursuant to this Section 2.25 shall become effective upon the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrowers, the other Loan Parties and each Increasing Revolving Credit Lender and each New Revolving Credit Lender, setting forth the new or increased Revolving Commitments of such Revolving Credit Lenders, together with a replacement or additional Revolving Note, as applicable, evidencing the new or increased Revolving Commitment of each affected Revolving Credit Lender, duly executed and delivered by the Borrowers and such evidence of appropriate corporate authorization on the part of the Borrowers and the other Loan Parties with respect to the increase in the Revolving Commitments and such opinions of counsel for the Borrowers and the other Loan Parties with respect to the increase in the Aggregate Revolving Commitment Amount as the Administrative Agent may reasonably request. (e) Upon the acceptance of any such agreement by the Administrative Agent, the Aggregate Revolving Commitment Amount shall automatically be increased by the amount of the Revolving Commitments added through such agreement, and this Agreement shall automatically be deemed amended to reflect the Revolving Commitments of all Additional Lenders after giving effect to the addition of such Revolving Commitments. (f) Upon any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.25 that is not pro rata among all Revolving Credit Lenders, within five (5) Business Days, the Borrowers shall concurrently prepay such Revolving Loans made in their entirety (but without any loss, cost or expense to Borrower, including any loss, cost or expense otherwise payable under Section 2.17) and, to the extent the Borrowers elect to do so and subject to the conditions specified in Section 8.1 and 8.2 (which if satisfied for purposes of Section 2.25(b)(4) will be deemed satisfied under this Section 2.1.1 2.25(f)), the Borrowers shall be used in accordance with the terms of Section 6.2. ------------- ----------- All outstanding Additional reborrow Revolving Loans shall be paid from the Revolving Credit Lenders in full proportion to their respective Revolving Commitments after giving effect to such increase, until such time as all outstanding Revolving Loans are held by the Company on the Additional Revolving Loan Termination DateCredit Lenders in such proportion.

Additional Revolving Loans. (ia) Upon From time to time after the Closing Date, the Borrowers may, upon written notice to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), request an increase (the “Increase Request”) in the Aggregate Revolving Commitment Amount (the amount of any such increase, the “Additional Revolving Commitment Amount”). The Increase Request shall specify the amount of the Additional Revolving Commitment Amount and the date on which the Additional Revolving Commitment Amount is to become effective (the “Increase Date”) (which shall be a Business Day at least ten Business Days after the delivery of the Increase Request and at least 30 days prior to the Commitment Termination Date). (b) The increase in the Aggregate Revolving Commitment Amount shall be conditioned upon satisfaction of the -------------------------- applicable conditions precedent set forth in Sections 4.1following conditions: (1) after giving effect to such increase, 4.2 the Aggregate Revolving Commitment Amount shall not exceed $175,000,000 (less any voluntary reductions pursuant to Section 2.20); (2) no Default or Event of Default shall have occurred and 4.3, ------------ --- --- be continuing on the relevant Increase Date or shall result from and including the date of this Agreement and prior to the any Additional Revolving Loan Termination Date, each Additional Revolving Lender severally Commitment Amount; (3) the representations and not jointly agrees, on warranties of the terms and conditions Borrowers set forth in this Agreement (including, without limitation, the terms shall be true and conditions of Section 2.5.11 correct on and Section 8.1 relating to the reduction, suspension or -------------- ----------- termination as of the Aggregate Additional Revolving Loan Commitmentrelevant Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), to make revolving loans ; and (each individually, an "Additional Revolving Loan" and, collectively, the "Additional Revolving Loans"4) in Dollars to the Company from time to time in a Dollar Amount not to exceed such Lender's Additional Revolving Loan Percentage of the lesser of (x) Aggregate Additional Revolving Loan Commitment at such time and (y) the Borrowing Base minus the One or more existing or new Revolving Credit Obligations at such time; provided that no Additional -------- Revolving Lender Lenders shall be required have agreed to make any Additional Revolving Loan unless, at the time of such proposed Additional Revolving Loan, the Revolving Credit Availability shall be zero. Subject to the terms of this Agreement (including, without limitation, the terms and conditions of Section 2.5.11 and 8.1 relating to the reduction, suspension or termination -------------- --- of the Aggregate Additional Revolving Loan Commitment), the Company may borrow, repay and reborrow Additional Revolving Loans at any time prior to acquire the Additional Revolving Loan Termination Date. Unless earlier terminated in accordance with Commitment Amount. (c) Upon the terms and conditions receipt of this Agreementthe Increase Request, the Additional Revolving Loan Commitments Administrative Agent shall direct the Arranger to solicit the acquisition of the Additional Revolving Commitment Amount by having existing Revolving Credit Lenders increase their respective Revolving Commitments then in effect, or by adding as new Revolving Credit Lenders with new Revolving Commitments hereunder Persons who are not then Revolving Credit Lenders (each a “New Revolving Credit Lender”), with the approval of the Administrative Agent, which shall not be unreasonably withheld or delayed, and the Company. Each existing Revolving Credit Lender shall have the right for a period of ten (10) Business Days following its receipt of the Increase Request to lend hereunder shall expire on elect, by written notice to the Borrowers and the Administrative Agent, to acquire all or any part of the Additional Revolving Commitment Amount, which notice shall specify the amount such existing Revolving Credit Lender wishes to acquire (with each existing Revolving Credit Lender giving such notice being referred to herein as an “Increasing Revolving Credit Lender” and with such amount specified by such Increasing Revolving Credit Lender being referred to herein as a “Proposed Increase Amount”). If the total of the Proposed Increase Amounts exceeds the Additional Revolving Commitment Amount requested by the Borrowers, then the Additional Revolving Commitment Amount shall be allocated ratably among the Increasing Revolving Credit Lenders, with each Increasing Revolving Credit Lender’s allocation being a fraction, the numerator of which shall be the Proposed Increase Amount of such Increasing Revolving Credit Lender and the denominator of which shall be the sum of all of the Proposed Increase Amounts. No existing Revolving Credit Lender (or any successor thereto) shall have any obligation to increase its Revolving Commitment or its other obligations under this Agreement and the other Loan Termination DateDocuments, and any decision by an existing Revolving Credit Lender to increase its Revolving Commitment shall be made in its sole discretion independently from any other Revolving Credit Lender. New Revolving Credit Lenders will be solicited only if the total Proposed Increase Amounts are less than the Additional Revolving Commitment Amount requested by the Borrowers. The proceeds Borrowers shall cooperate and actively assist the Administrative Agent and the Arranger in connection with any such solicitation and shall reimburse the Administrative Agent and the Arranger for any reasonable out-of-pocket fees or expenses incurred in connection with such solicitation. (d) An increase in the aggregate amount of the Aggregate Revolving Commitment Amount pursuant to this Section 2.7 shall become effective upon the receipt by the Administrative Agent of an agreement in form and substance reasonably satisfactory to the Administrative Agent signed by the Borrowers, the other Loan Parties and each Increasing Revolving Credit Lender and each New Revolving Credit Lender, setting forth the new or increased Revolving Commitments of such Revolving Credit Lenders, together with a replacement or additional Revolving Note, as applicable, evidencing the new or increased Revolving Commitment of each affected Revolving Credit Lender, duly executed and delivered by the Borrowers and such evidence of appropriate corporate authorization on the part of the Borrowers and the other Loan Parties with respect to the increase in the Revolving Commitments and such opinions of counsel for the Borrowers and the other Loan Parties with respect to the increase in the Aggregate Revolving Commitment Amount as the Administrative Agent may reasonably request. (e) Upon the acceptance of any such agreement by the Administrative Agent, the Aggregate Revolving Commitment Amount shall automatically be increased by the amount of the Revolving Commitments added through such agreement, and this Agreement shall automatically be deemed amended to reflect the Revolving Commitments of all Additional Lenders after giving effect to the addition of such Revolving Commitments. (f) Upon any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.7 that is not pro rata among all Revolving Credit Lenders, within five (5) Business Days, the Borrowers shall concurrently prepay such Revolving Loans made in their entirety (but without any loss, cost or expense to the Borrowers, including any loss, cost or expense otherwise payable under Section 2.18) and, to the extent the Borrowers elect to do so and subject to the conditions specified in Sections 8.1 and 8.2 (which will be deemed satisfied under this Section 2.1.1 shall be used 2.7(f) if the increase in accordance with the terms of Section 6.2. ------------- ----------- All outstanding Additional Revolving Loans shall be paid in full by the Company on the Additional Revolving Loan Termination DateCommitment Amount is satisfied for purposes of Section 2.7(b)), the Borrowers shall reborrow Revolving Loans from the Revolving Credit Lenders in proportion to their respective Revolving Commitments after giving effect to such increase, until such time as all outstanding Revolving Loans are held by the Revolving Credit Lenders in such proportion.