REVOLVING COMMITMENT INCREASE AGREEMENT
This REVOLVING COMMITMENT INCREASE AGREEMENT (this Agreement) dated as of October 22, 2019 (the Increase Effective Date) is entered into among Montrose Environmental Group, Inc., a Delaware corporation (the Parent Borrower), 1203524 B.C. Ltd., a company incorporated under the laws of the Province of British Columbia (the Canadian Borrower; and together with the Parent Borrower, each, a Borrower and collectively, the Borrowers), the Guarantors, Bank of the West (the Increasing Lender), and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below), as amended hereby.
WHEREAS, the Borrowers, the Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, entered into that certain Fifth Amended and Restated Credit Agreement dated as of July 24, 2019 (as amended, restated, amended and restated, supplemented, extended or otherwise modified from time to time, the Credit Agreement);
WHEREAS, pursuant to Section 2.02(f)(i) of the Credit Agreement, the Parent Borrower has requested to increase the Aggregate Revolving Commitments with an additional Revolving Commitment in the aggregate principal amount of $20,000,000 (the Additional Revolving Commitment) from the Increasing Lender; and
WHEREAS, the Increasing Lender has agreed to provide the Additional Revolving Commitment on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Additional Revolving Commitment; Reallocation. Upon giving effect to this Agreement, (a) the Increasing Lender hereby agrees to provide the Additional Revolving Commitment, (b) Schedule 2.01 to the Credit Agreement shall be deemed revised to reflect that the Revolving Commitments of each Lender and the Applicable Percentages of each Lender with respect to such Lenders Revolving Commitment shall be as set forth on Schedule 2.01 hereto, (c) the amount of the Aggregate Revolving Commitments in effect on the Increase Effective Date shall be $130,000,000, and (d) the Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall be reallocated such that each Lender shall hold its pro rata portion of the Outstanding Amount all Revolving Loans, Swing Line Loans and L/C Obligations in accordance such Lenders Applicable Percentage set forth on Schedule 2.01 hereto.
2. Conditions Precedent. This Agreement shall be effective upon satisfaction of the following conditions precedent:
(a) Receipt by the Administrative Agent of counterparts of this Agreement duly executed by (i) a Responsible Officer of each of the Borrowers and the Guarantors and (ii) the Swing Line Lender, the L/C Issuer, the Increasing Lender, and the Administrative Agent.
(b) Receipt by the Administrative Agent of a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching resolutions adopted by such Loan Party approving or consenting to the institution of the Additional Revolving Commitment and (ii) in the case of the Parent Borrower, certifying as to the representations and warranties contained in Sections 3(d)(v) and (vi).