ACKNOWLEDGEMENT OF COMMITMENT INCREASE May 15, 2008
Exhibit
10.1
May 15,
2008
This Acknowledgement of Commitment Increase (this "Acknowledgement"), is made pursuant to the Credit Agreement, dated as of November 21, 2006 (as amended and as the same may from time to time be further amended, restated or otherwise modified, the ("Credit Agreement"), among The Davey Tree Expert Company ("Borrower"), the lending institutions named therein ("Banks"), and KeyBank National Association, as administrative agent for the Banks ("Agent"). Capitalized terms used in this Acknowledgement and not otherwise defined herein shall be defined as set forth in the Credit Agreement.
In
furtherance of Section 2.05(d) of the Credit Agreement, Xxxxxxxx has requested
that the Total Commitment Amount be increased by $12,000,000.00 so that that
Total Revolving Commitment Amount equals $152,000,000.00, with the effective
date of such increase being May 15, 2008 (the "Effective Date").
Borrower and the Increasing Lender signatory hereto acknowledge that, subject to
the satisfaction of the conditions to effectiveness set forth below, on the
Effective Date, the Increasing Lender's Revolving Commitment Amount shall be
increased such that the Revolving Commitment Amount of each Bank is as set forth
on Schedule I
hereto which Schedule
1 amends, restates and replaces Schedule I to the
Credit Agreement.
This
Acknowledgement will not become effective until the Effective Date occurs
and:
(1) Borrower
shall have delivered to Agent a copy of Xxxxxxxx's duly adopted corporate
resolutions, in form and substance satisfactory to Agent, that authorize the
requested $12,000,000.00 increase in the Total Commitment Amount, which
resolutions shall be certified by the Secretary of Borrower as being true,
correct, complete and in full force and effect;
(2) Borrower
shall have executed and delivered to each Increasing Lender a replacement
Revolving Note; and
(3) Borrower,
Agent and each Increasing Lender shall have executed this
Acknowledgement.
[Signature
pages follow.]
Page 1 of
3
IN
WITNESS WHEREOF, the parties hereto have caused this Acknowledgement to be
executed and delivered by their respective officers thereunto duly authorized as
of the date first above written.
THE DAVEY
TREE EXPERT COMPANY
By: /s/ Xxxxxx X.
Xxxx
Name: Xxxxxx
X. Xxxx
Title: Treasurer
KEYBANK
NATIONAL ASSOCIATION
as
Administrative Agent Xxxxxx
By: /s/ Xxxxxxxxxxx X.
Xxxxxxxx
Name: Xxxxxxxxxxx
X. Xxxxxxxx
Title: Vice
President
XXXXX
FARGO BANK, NATIONAL
ASSOCIATION,
as Increasing Lender
By: /s/Xxxxxx X.
Xxxxxxxxx
Name: Xxxxxx
X. Xxxxxxxxx
Title: Vice
President.
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Schedule
1
Banks
and Commitments
|
BANKING
INSTITUTIONS
|
COMMITMENT
PERCENTAGE
|
REVOLVING
CREDIT AGREEMENT AMOUNT
|
TERM
LOAN COMMITMENT
|
|
KeyBank
National Association
|
34.461156578%
|
$52,380,958.00
|
$2,619,042.00
|
|
National
City Bank
|
23.809523684%
|
$36,190,476.00
|
$1,809,524.00
|
|
FirstMerit
Bank, N.A.
|
15.664157894%
|
$23,809,520.00
|
$1,190,480.00
|
|
Xxxxx
Fargo Bank, National Association
|
26.065161842%
|
$39,619,046.00
|
$1,380,954.00
|
|
Total
Percentage
Total
Commitment Amount
|
100%
|
$152,000,000.00
|
$7,000,000.00
|
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