Common use of Increases in Revolving Commitments Clause in Contracts

Increases in Revolving Commitments. The Borrower shall have the right, upon at least ten Business Days’ prior written notice to the Administrative Agent (who shall promptly notify the Lenders), to increase (in one or more increases) the Revolving Committed Amount at any time prior to the date that is six months prior to the Maturity Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (a) the aggregate original principal amount of all Incremental Term Loans made pursuant to Section 2.6 and the aggregate amount of all increases in the Revolving Committed Amount made pursuant to this Section 2.7, in each case following the Closing Date, shall not, in the aggregate, exceed the Incremental Cap at the time such increase in the Revolving Committed Amount is established; (b) the Credit Parties shall be in compliance with the then applicable Consolidated Net Leverage Ratio and Consolidated Interest Coverage Ratio covenants specified in Section 8.18, in each case, calculated on a Pro Forma Basis after giving effect to such increase and any Loans advanced pursuant thereto; (c) the conditions set forth in Section 5.2 shall have been satisfied; (d) such increase shall be in a minimum amount of $5,000,000 (or, if less, the entire remaining amount available for such increase) and in integral multiples of $1,000,000 in excess thereof (or such lesser amounts as the Administrative Agent may agree); (e) such requested increase shall only be effective upon receipt by the Administrative Agent of additional commitments in a corresponding amount of such requested increase from either existing Lenders and/or one or more other institutions that qualify as an Eligible Assignee (it being understood and agreed (i) that no existing Lender shall be required to provide an additional commitment and (ii) upfront or similar fees may be agreed to among the Borrower and the lenders providing such increase in the Revolving Committed Amount); (f) the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Borrower and the Guarantors) it may reasonably request relating to the corporate or other necessary authority for such increase and the validity of such increase in the Revolving Committed Amount, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; (g) if any Revolving Loans are outstanding at the time of the increase in the Revolving Committed Amount pursuant to this Section 2.7, the Borrower shall, if applicable, prepay one or more existing Revolving Loans (such prepayment to be subject to Section 3.12 but shall not be subject to Section 3.14) in an amount necessary such that after giving effect to the increase in the Revolving Committed Amount, each Revolving Lender will hold its pro rata share (based on its Applicable Percentage of the increased Revolving Committed Amount) of outstanding Revolving Loans.

Appears in 4 contracts

Samples: Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc)

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Increases in Revolving Commitments. The Borrower shall have the right, upon at least ten Business Days’ prior written notice to the Administrative Agent (who shall promptly notify the Lenders), to increase (in one or more increases) the Revolving Committed Amount at any time prior to the date that is six months prior to the Revolving Maturity Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (a) the aggregate original principal amount of all Incremental Term Loans made pursuant to Section 2.6 2.5 and the aggregate amount of all increases in the Revolving Committed Amount made pursuant to this Section 2.7, in each case following the Closing Date, 2.6 shall not, in the aggregate, exceed the Incremental Cap at the time such increase in the Revolving Committed Amount is established$125,000,000; (b) the Credit Parties shall be in compliance with the then applicable Consolidated Net Leverage Ratio and Consolidated Interest Coverage Ratio covenants specified in Section 8.18, in each case, calculated on a Pro Forma Basis after giving effect to such increase and any Loans advanced pursuant thereto; (c) the conditions set forth in Section 5.2 shall have been satisfied; (d) such increase shall be in a minimum amount of $5,000,000 (or, if less, the entire remaining amount available for such increase) and in integral multiples of $1,000,000 in excess thereof (or such lesser amounts as the Administrative Agent may agree); (e) such requested increase shall only be effective upon receipt by the Administrative Agent of additional commitments in a corresponding amount of such requested increase from either existing Lenders and/or one or more other institutions that qualify as an Eligible Assignee (it being understood and agreed (i) that no existing Lender shall be required to provide an additional commitment and (ii) upfront or similar fees may be agreed to among the Borrower and the lenders providing such increase in the Revolving Committed Amount); (f) the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Borrower and the Guarantors) it may reasonably request relating to CHAR1\1351553v8 49 the corporate or other necessary authority for such increase and the validity of such increase in the Revolving Committed Amount, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; (g) if any Revolving Loans are outstanding at the time of the increase in the Revolving Committed Amount pursuant to this Section 2.72.6, the Borrower shall, if applicable, prepay one or more existing Revolving Loans (such prepayment to be subject to Section 3.12 but shall not be subject to Section 3.14) in an amount necessary such that after giving effect to the increase in the Revolving Committed Amount, each Revolving Lender will hold its pro rata share (based on its Applicable Percentage of the increased Revolving Committed Amount) of outstanding Revolving Loans.

Appears in 1 contract

Samples: Credit Agreement (Amn Healthcare Services Inc)

Increases in Revolving Commitments. The Borrower shall have the right, upon at least ten Business Days’ prior written notice to the Administrative Agent (who shall promptly notify the Lenders), to increase (in one or more increases) the Revolving Committed Amount at any time prior to the date that is six months prior to the Revolving Maturity Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (a) the aggregate original principal amount of all Incremental Term Loans made pursuant to Section 2.6 2.5 and the aggregate amount of all increases in the Revolving Committed Amount made pursuant to this Section 2.7, in each case following the Closing Date, 2.6 shall not, in the aggregate, exceed the Incremental Cap at the time such increase in the Revolving Committed Amount is established$75,000,000; (b) the Credit Parties aggregate amount of all increases in the Revolving Committed Amount made pursuant to this Section 2.6 shall be in compliance with the then applicable Consolidated Net Leverage Ratio and Consolidated Interest Coverage Ratio covenants specified in Section 8.18not, in each casethe aggregate, calculated on a Pro Forma Basis after giving effect to such increase and any Loans advanced pursuant theretoexceed $37,500,000; (c) the conditions set forth to all Extensions of Credit in Section 5.2 shall have been satisfied; (d) such increase shall be in a minimum amount of $5,000,000 (or, if less, the entire remaining amount available for such increase) and in integral multiples of $1,000,000 in excess thereof (or such lesser amounts as the Administrative Agent may agree); (e) such requested increase shall only be effective upon receipt by the Administrative Agent of additional commitments in a corresponding amount of such requested increase from either existing Lenders and/or one or more other institutions that qualify as an Eligible Assignee (it being understood and agreed (i) that no existing Lender shall be required to provide an additional commitment and (ii) upfront or similar fees may be agreed to among the Borrower and the lenders providing such increase in the Revolving Committed Amount); (f) the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Borrower and the Guarantors) it may reasonably request relating to the corporate or other necessary authority for such increase and the validity of such increase in the Revolving Committed Amount, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; (g) if any Revolving Loans are outstanding at the time of the increase in the Revolving Committed Amount pursuant to this Section 2.72.6, the Borrower shall, if applicable, prepay one or more existing Revolving Loans (such prepayment to be subject to Section 3.12 but shall not be subject to Section 3.14) in an amount necessary such that after giving effect to the increase in the Revolving Committed Amount, each Revolving Lender will hold its pro rata share (based on its Applicable Percentage of the increased Revolving Committed Amount) of outstanding Revolving Loans.

Appears in 1 contract

Samples: Credit Agreement (Amn Healthcare Services Inc)

Increases in Revolving Commitments. The Borrower shall have the right, upon at least ten Business Days’ prior written notice to the Administrative Agent (who shall promptly notify the Lenders), to increase (in one or more increases) the Revolving Committed Amount at any time prior to the date that is six months prior to the Revolving Maturity Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (a) the aggregate original principal amount of all Incremental Term Loans made pursuant to Section 2.6 and the aggregate amount of all increases in the Revolving Committed Amount made pursuant to this Section 2.7, in each case following the Closing First Amendment Effective Date, shall not, in the aggregate, exceed the Incremental Cap at the time such increase in the Revolving Committed Amount is established$125,000,000; (b) the Credit Parties shall be in compliance with the then applicable Consolidated Net Leverage Ratio and Consolidated Interest Coverage Ratio covenants specified in Section 8.18, in each case, calculated on a Pro Forma Basis after giving effect to such increase and any Loans advanced pursuant thereto; (c) the conditions set forth in Section 5.2 shall have been satisfied; (d) such increase shall be in a minimum amount of $5,000,000 (or, if less, the entire remaining amount available for such increase) and in integral multiples of $1,000,000 in excess thereof (or such lesser amounts as the Administrative Agent may agree); (e) such requested increase shall only be effective upon receipt by the Administrative Agent of additional commitments in a corresponding amount of such requested increase from either existing Lenders and/or one or more other institutions that qualify as an Eligible Assignee (it being understood and agreed (i) that no existing Lender shall be required to provide an additional commitment and (ii) upfront or similar fees may be agreed to among the Borrower and the lenders providing such increase in the Revolving Committed Amount); (f) the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Borrower and the Guarantors) it may reasonably request relating to the corporate or other necessary authority for such increase and the validity of such increase in the Revolving Committed Amount, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; (g) if any Revolving Loans are outstanding at the time of the increase in the Revolving Committed Amount pursuant to this Section 2.7, the Borrower shall, if applicable, prepay one or more existing Revolving Loans (such prepayment to be subject to Section 3.12 but shall not be subject to Section 3.14) in an amount necessary such that after giving effect to the increase in the Revolving Committed Amount, each Revolving Lender will hold its pro rata share (based on its Applicable Percentage of the increased Revolving Committed Amount) of outstanding Revolving Loans.

Appears in 1 contract

Samples: Credit Agreement (Amn Healthcare Services Inc)

Increases in Revolving Commitments. The If (i) no Default exists as of the date of such increase or would be caused by such increase, (ii) the Borrower shall concurrently pay any additional fees required as a result of such increase, (iii) immediately after giving effect to such increase, the Revolving Commitments plus the outstanding Term Loans and any Replacement Term Loans (after giving effect to any replacement thereof) do not exceed the Borrowing Base then in effect, and (iv) at the time of and immediately after giving effect to such increase, the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.11 as of the last day of the most recently ended fiscal quarter for which the financial statements and compliance certificate required under Section 6.01 have been delivered to the Administrative Agent and the Lenders, with the prior written consent of the Administrative Agent, the Borrower may increase the Revolving Commitments by providing written notice of such increase to the EXCO CREDIT AGREEMENT – Page 41 Administrative Agent. Each Revolving Lender shall have the right, upon at least ten Business Days’ prior written notice to but not the Administrative Agent (who shall promptly notify the Lenders), to increase (in one or more increases) the Revolving Committed Amount at any time prior to the date that is six months prior to the Maturity Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (a) the aggregate original principal amount of all Incremental Term Loans made pursuant to Section 2.6 and the aggregate amount of all increases in the Revolving Committed Amount made pursuant to this Section 2.7obligation, in each case following the Closing Datesuch Revolving Lender’s sole discretion, shall not, in the aggregate, exceed the Incremental Cap at the time to provide a portion of such increase in the Revolving Committed Amount is established; (b) Commitments up to the Credit Parties shall be in compliance with the then applicable Consolidated Net Leverage Ratio and Consolidated Interest Coverage Ratio covenants specified in Section 8.18, in each case, calculated on a Pro Forma Basis after giving effect to portion of such increase and any Loans advanced pursuant thereto; (c) that such Revolving Lender’s existing Revolving Commitment bears to the conditions set forth in Section 5.2 shall have been satisfied; (d) such increase shall be in a minimum aggregate amount of $5,000,000 the existing Revolving Commitments of all Revolving Lenders electing to participate in such requested increase by executing and delivering to the Borrower and the Administrative Agent a certificate substantially in the form of Exhibit F hereto (ora “Lender Certificate”). In the event that, if lesswithin 10 Business Days of the Administrative Agent’s receipt of such written notice from the Borrower, the entire remaining amount available for existing Lenders fail to provide increases to their respective Revolving Commitments sufficient to satisfy such increase) and requested increase in integral multiples the Revolving Commitments, the Borrower may adjust the previously requested increase to reflect the increased Revolving Commitments of $1,000,000 in excess thereof (existing Revolving Lenders or such lesser amounts as one or more financial institutions reasonably acceptable to the Administrative Agent may agree); (e) such requested increase shall only be effective upon become a Revolving Lender under this Agreement by executing and delivering to the Borrower and the Administrative Agent a Lender Certificate. Upon receipt by the Administrative Agent of additional commitments Lender Certificates representing increases to existing Revolving Lender Revolving Commitments and/or Revolving Commitments from new Revolving Lenders as provided in a corresponding this Section 2.03 in an aggregate amount of such equal to the requested increase from either existing Lenders and/or one or more other institutions that qualify (as an Eligible Assignee (it being understood and agreed the same may have been adjusted), (i) the Revolving Commitments (including the Revolving Commitment of any Person that no existing becomes a Revolving Lender by delivery of such a Lender Certificate) automatically without further action by the Borrower, the Administrative Agent or any Lender shall be required to provide an additional commitment and increased on the effective date set forth in such Lender Certificates by the amount indicated in such Lender Certificates, (ii) upfront or similar fees may the Register shall be agreed amended to among the Borrower and the lenders providing such increase in add the Revolving Committed Amount); (f) the Administrative Agent shall have received all documents (including resolutions Commitments of the board of directors of the Borrower and the Guarantors) it may reasonably request relating each additional Revolving Lender or to the corporate or other necessary authority for such increase and the validity of such increase in the Revolving Committed Amount, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; (g) if any Revolving Loans are outstanding at the time of reflect the increase in the Revolving Committed Amount pursuant to this Section 2.7, the Borrower shall, if applicable, prepay one or more Commitments of each existing Revolving Loans (such prepayment Lender, and the Applicable Percentages of the Revolving Lenders shall be adjusted accordingly to be subject to Section 3.12 but shall not be subject to Section 3.14) in an amount necessary such that after giving effect to reflect each additional Revolving Lender or the increase in the Revolving Committed AmountCommitments of each existing Revolving Lender, each (iii) any such additional Revolving Lender will hold its shall be deemed to be a party in all respects to this Agreement and any other Loan Documents to which the Lenders are a party, and (iv) upon the effective date set forth in such Lender Certificate, any such Revolving Lender party to the Lender Certificate shall purchase and each existing Revolving Lender shall assign to such Revolving Lender a pro rata share portion of the outstanding Credit Exposure of each of the existing Revolving Lenders such that the Revolving Lenders (including any additional Revolving Lender, if applicable) shall have the appropriate portion of the Aggregate Credit Exposure of the Revolving Lenders (based in each case on its such Revolving Lender’s Applicable Percentage of Revolving Commitments, as applicable, as revised pursuant to this Section), and the increased Borrower shall have paid to the Revolving Committed Amount) Lenders any amounts due pursuant to Section 2.17 as a result of outstanding Revolving Loanssuch purchase and assignment.

Appears in 1 contract

Samples: Credit Agreement (Exco Resources Inc)

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Increases in Revolving Commitments. The Borrower shall have Subject to the rightconditions set forth below, STERIS plcthe Reporting Entity may, upon at least ten 5 Business Days’ Days (or such other period of time agreed to between the Administrative Agent and the Borrowers) prior written notice to the Administrative Agent Agent, request an increase in the existing Revolving Commitments (who shall promptly notify the Lendersa “Revolving Commitment Increase”), to increase (in one or more increases) the Revolving Committed Amount at any time prior to the date that is six months prior to the Maturity Date, subject, however, in any such case, to satisfaction of the following conditions precedent; provided that: (ai) no Default shall have occurred and be continuing hereunder as of the aggregate original principal amount effective date of all Incremental Term Loans made pursuant to Section 2.6 and the aggregate amount of all increases in the such Revolving Committed Amount made pursuant to this Section 2.7, in each case following the Closing Date, shall not, in the aggregate, exceed the Incremental Cap at the time such increase in the Revolving Committed Amount is establishedCommitment Increase; (bii) the Credit representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in compliance with all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects as so qualified) on and as of such date, except to the then applicable Consolidated Net Leverage Ratio extent such representations and Consolidated Interest Coverage Ratio covenants specified in Section 8.18warranties expressly relate to an earlier date, in each casewhich case such representations and warranties shall have been true and correct in all material respects as of such earlier date; (iii) the Dollar Equivalent of all such Revolving Commitment Increases shall not exceed $500,000,000 in aggregate; (iv) the applicable Borrower, calculated on the applicable Lender or lender not theretofore a Pro Forma Basis after giving Lender providing such Revolving Commitment Increase and the Administrative Agent, shall execute and deliver to the Administrative Agent, customary joinder documentation, in form and substance satisfactory to the Administrative Agent; such joinder may amend this Agreement and the other Loan Documents without the consent of any Lenders to reflect any technical changes necessary to give effect to such increase and any Loans advanced pursuant theretoRevolving Commitment Increase in accordance with the terms hereof; (cv) the conditions set forth in Section 5.2 shall have been satisfied; (d) such increase shall be in a minimum amount of $5,000,000 (or, if less, the entire remaining amount available for such increase) and in integral multiples of $1,000,000 in excess thereof (or such lesser amounts as the Administrative Agent may agree); (e) such requested increase shall only be effective upon receipt by the Administrative Agent of additional commitments in a corresponding amount of such requested increase from either existing Lenders and/or one or more other institutions that qualify as an Eligible Assignee (it being understood and agreed (i) that no existing Lender shall be required obligated in any way to provide an additional commitment make any Revolving Commitment Increase available unless it has executed and delivered a joinder as set forth in clause (iiiv) upfront or similar fees may be agreed to among the Borrower and the lenders providing such increase in the Revolving Committed Amount)above; (fvi) the Administrative Agent shall have received such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request; (vii) [Reserved]; (viii) the advances made under any Revolving Commitment Increase shall constitute “Advances” for all documents (including resolutions purposes of the board of directors of Loan Documents; (ix) such Revolving Commitment Increase is on the Borrower same terms and the Guarantors) it may reasonably request relating conditions as those set forth in this Agreement with respect to the corporate or other necessary authority for such increase and Revolving Commitments, except to the validity of such increase in the Revolving Committed Amount, and any other matters relevant thereto, all in form and substance extent reasonably satisfactory to the Administrative Agent;; and (gx) if any Revolving Loans are outstanding at the time of the increase in the Revolving Committed Amount pursuant to this Section 2.7, the Borrower shall, if applicable, prepay one or more existing Revolving Loans (such prepayment to a new lender that is not a Lender shall be subject to Section 3.12 but shall not be subject the same consents that would apply to Section 3.14) in an amount necessary assignment of an applicable Commitment or Advance to such that after giving effect to the increase in the Revolving Committed Amount, each Revolving Lender will hold its pro rata share (based on its Applicable Percentage of the increased Revolving Committed Amount) of outstanding Revolving Loansnew Lender.

Appears in 1 contract

Samples: Credit Agreement (STERIS PLC)

Increases in Revolving Commitments. The Borrower shall have Subject to the rightconditions set forth below, STERIS plc may, upon at least ten 5 Business Days’ Days (or such other period of time agreed to between the Administrative Agent and the Borrowers) prior written notice to the Administrative Agent Agent, request an increase in the existing Revolving Commitments (who shall promptly notify the Lendersa “Revolving Commitment Increase”), to increase (in one or more increases) the Revolving Committed Amount at any time prior to the date that is six months prior to the Maturity Date, subject, however, in any such case, to satisfaction of the following conditions precedent; provided that: (ai) no Default shall have occurred and be continuing hereunder as of the aggregate original principal amount effective date of all Incremental Term Loans made pursuant to Section 2.6 and the aggregate amount of all increases in the such Revolving Committed Amount made pursuant to this Section 2.7, in each case following the Closing Date, shall not, in the aggregate, exceed the Incremental Cap at the time such increase in the Revolving Committed Amount is establishedCommitment Increase; (bii) the Credit representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in compliance with all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects as so qualified) on and as of such date, except to the then applicable Consolidated Net Leverage Ratio extent such representations and Consolidated Interest Coverage Ratio covenants specified in Section 8.18warranties expressly relate to an earlier date, in each casewhich case such representations and warranties shall have been true and correct in all material respects as of such earlier date; (iii) the Dollar Equivalent of all such Revolving Commitment Increases shall not exceed $500,000,000 in aggregate; (iv) the applicable Borrower, calculated on the applicable Lender or lender not theretofore a Pro Forma Basis after giving Lender providing such Revolving Commitment Increase and the Administrative Agent, shall execute and deliver to the Administrative Agent, customary joinder documentation, in form and substance satisfactory to the Administrative Agent; such joinder may amend this Agreement and the other Loan Documents without the consent of any Lenders to reflect any technical changes necessary to give effect to such increase and any Loans advanced pursuant theretoRevolving Commitment Increase in accordance with the terms hereof; (cv) the conditions set forth in Section 5.2 shall have been satisfied; (d) such increase shall be in a minimum amount of $5,000,000 (or, if less, the entire remaining amount available for such increase) and in integral multiples of $1,000,000 in excess thereof (or such lesser amounts as the Administrative Agent may agree); (e) such requested increase shall only be effective upon receipt by the Administrative Agent of additional commitments in a corresponding amount of such requested increase from either existing Lenders and/or one or more other institutions that qualify as an Eligible Assignee (it being understood and agreed (i) that no existing Lender shall be required obligated in any way to provide an additional commitment make any Revolving Commitment Increase available unless it has executed and delivered a joinder as set forth in clause (iiiv) upfront or similar fees may be agreed to among the Borrower and the lenders providing such increase in the Revolving Committed Amount)above; (fvi) the Administrative Agent shall have received such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request; (vii) [Reserved]; (viii) the advances made under any Revolving Commitment Increase shall constitute “Advances” for all documents (including resolutions purposes of the board of directors of Loan Documents; (ix) such Revolving Commitment Increase is on the Borrower same terms and the Guarantors) it may reasonably request relating conditions as those set forth in this Agreement with respect to the corporate or other necessary authority for such increase and Revolving Commitments, except to the validity of such increase in the Revolving Committed Amount, and any other matters relevant thereto, all in form and substance extent reasonably satisfactory to the Administrative Agent;; and (gx) if any Revolving Loans are outstanding at the time of the increase in the Revolving Committed Amount pursuant to this Section 2.7, the Borrower shall, if applicable, prepay one or more existing Revolving Loans (such prepayment to a new lender that is not a Lender shall be subject to Section 3.12 but shall not be subject the same consents that would apply to Section 3.14) in an amount necessary assignment of an applicable Commitment or Advance to such that after giving effect to the increase in the Revolving Committed Amount, each Revolving Lender will hold its pro rata share (based on its Applicable Percentage of the increased Revolving Committed Amount) of outstanding Revolving Loansnew Lender.

Appears in 1 contract

Samples: Credit Agreement (STERIS PLC)

Increases in Revolving Commitments. The If (i) no Default exists as of the date of such increase or would be caused by such increase, (ii) the Borrower shall concurrently pay any additional fees required as a result of such increase, (iii) immediately after giving effect to such increase, the Revolving Commitments plus the outstanding Term Loans and any Replacement Term Loans (after giving effect to any replacement thereof) do not exceed the Borrowing Base then in effect, and (iv) at the time of and immediately after giving effect to such increase, the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.11 as of the last day of the most recently ended fiscal quarter for which the financial statements and compliance certificate required under Section 6.01 have been delivered to the Administrative Agent and the Lenders, with the prior written consent of the Administrative Agent, the Borrower may increase the Revolving Commitments by providing written notice of such increase to the Administrative Agent. Each Revolving Lender shall have the right, upon at least ten Business Days’ prior written notice to but not the Administrative Agent (who shall promptly notify the Lenders), to increase (in one or more increases) the Revolving Committed Amount at any time prior to the date that is six months prior to the Maturity Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (a) the aggregate original principal amount of all Incremental Term Loans made pursuant to Section 2.6 and the aggregate amount of all increases in the Revolving Committed Amount made pursuant to this Section 2.7obligation, in each case following the Closing Datesuch Revolving Lender’s sole discretion, shall not, in the aggregate, exceed the Incremental Cap at the time to provide a portion of such increase in the Revolving Committed Amount is established; (b) Commitments up to the Credit Parties shall be in compliance with the then applicable Consolidated Net Leverage Ratio and Consolidated Interest Coverage Ratio covenants specified in Section 8.18, in each case, calculated on a Pro Forma Basis after giving effect to portion of such increase and any Loans advanced pursuant thereto; (c) that such Revolving Lender’s existing Revolving Commitment bears to the conditions set forth in Section 5.2 shall have been satisfied; (d) such increase shall be in a minimum aggregate amount of $5,000,000 the existing Revolving Commitments of all Revolving Lenders electing to participate in such requested increase by executing and delivering to the Borrower and the Administrative Agent a certificate substantially in the form of Exhibit F hereto (ora “Lender Certificate”). In the event that, if lesswithin 10 Business Days of the Administrative Agent’s receipt of such written notice from the Borrower, the entire remaining amount available for existing Lenders fail to provide increases to their respective Revolving Commitments sufficient to satisfy such increase) and requested increase in integral multiples the Revolving Commitments, the Borrower may adjust the previously requested increase to reflect the increased Revolving Commitments of $1,000,000 in excess thereof (existing Revolving Lenders or such lesser amounts as one or more financial institutions reasonably acceptable to the Administrative Agent may agree); (e) such requested increase shall only be effective upon become a Revolving Lender under this Agreement by executing and delivering to the Borrower and the Administrative Agent a Lender Certificate. Upon receipt by the Administrative Agent of additional commitments Lender Certificates representing increases to existing Revolving Lender Revolving Commitments and/or Revolving Commitments from new Revolving Lenders as provided in a corresponding this Section 2.03 in an aggregate amount of such equal to the requested increase from either existing Lenders and/or one or more other institutions that qualify (as an Eligible Assignee (it being understood and agreed the same may have been adjusted), (i) the Revolving Commitments (including the Revolving Commitment of any Person that no existing becomes a Revolving Lender by delivery of such a EXCO CREDIT AGREEMENT – Page 41 Lender Certificate) automatically without further action by the Borrower, the Administrative Agent or any Lender shall be required to provide an additional commitment and increased on the effective date set forth in such Lender Certificates by the amount indicated in such Lender Certificates, (ii) upfront or similar fees may the Register shall be agreed amended to among the Borrower and the lenders providing such increase in add the Revolving Committed Amount); (f) the Administrative Agent shall have received all documents (including resolutions Commitments of the board of directors of the Borrower and the Guarantors) it may reasonably request relating each additional Revolving Lender or to the corporate or other necessary authority for such increase and the validity of such increase in the Revolving Committed Amount, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; (g) if any Revolving Loans are outstanding at the time of reflect the increase in the Revolving Committed Amount pursuant to this Section 2.7, the Borrower shall, if applicable, prepay one or more Commitments of each existing Revolving Loans (such prepayment Lender, and the Applicable Percentages of the Revolving Lenders shall be adjusted accordingly to be subject to Section 3.12 but shall not be subject to Section 3.14) in an amount necessary such that after giving effect to reflect each additional Revolving Lender or the increase in the Revolving Committed AmountCommitments of each existing Revolving Lender, each (iii) any such additional Revolving Lender will hold its shall be deemed to be a party in all respects to this Agreement and any other Loan Documents to which the Lenders are a party, and (iv) upon the effective date set forth in such Lender Certificate, any such Revolving Lender party to the Lender Certificate shall purchase and each existing Revolving Lender shall assign to such Revolving Lender a pro rata share portion of the outstanding Credit Exposure of each of the existing Revolving Lenders such that the Revolving Lenders (including any additional Revolving Lender, if applicable) shall have the appropriate portion of the Aggregate Credit Exposure of the Revolving Lenders (based in each case on its such Revolving Lender’s Applicable Percentage of Revolving Commitments, as applicable, as revised pursuant to this Section), and the increased Borrower shall have paid to the Revolving Committed Amount) Lenders any amounts due pursuant to Section 2.17 as a result of outstanding Revolving Loanssuch purchase and assignment.

Appears in 1 contract

Samples: Credit Agreement (Exco Resources Inc)

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