Exhibit 4(c)
COMMITMENT AMOUNT INCREASE REQUEST
November 21, 2005
Harris N.A.
as Agent (the "AGENT")
for the Lenders referred to below
111 West Monroe Street
Chicago, Illinois 60603
Attention: Joann Holman, Director
Re:
Amended and Restated Credit Agreement
dated as of October 14, 2005
among EMCOR Group, Inc., the Lenders party thereto and
Harris N.A., as Agent
(as amended, modified or supplemented from
time to time, the "CREDIT AGREEMENT").
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Ladies and Gentlemen:
In accordance with the Credit Agreement, the Company hereby requests
that the Agent consent to an increase in the aggregate Commitments (the
"COMMITMENT AMOUNT INCREASE"), in accordance with Section 1.10 of the Credit
Agreement, to be effected by an increase in the Commitment of The Northern Trust
Company ("NORTHERN TRUST"). Capitalized terms used herein without definition
shall have the same meanings herein as such terms have in the Credit Agreement.
After giving effect to such Commitment Amount Increase, and upon the
effectiveness of such Commitment Amount Increase, the Commitment of Northern
Trust will be as set forth on Attachment I hereto.
On the date hereof, the Company agrees to pay to the Agent, for the
account of Northern Trust, a one-time, non-refundable upfront fee in an amount
equal to $6,250.
THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACTUAL OBLIGATION UNDER, AND
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
ILLINOIS.
The Commitment Amount Increase shall be effective when the executed
consent of the Agent is received or otherwise in accordance with Section 1.10 of
the Credit Agreement, but not in any case prior to November 29, 2005. It shall
be a condition to the effectiveness of the Commitment Amount Increase that (i)
all fees and expenses referred to in Section 1.10 of the Credit Agreement shall
have been paid and (ii) no Eurodollar Loans shall be outstanding on the date of
such effectiveness.
The Company hereby certifies that no Default or Event of Default has
occurred and is continuing.
Please indicate the Agent's consent to such Commitment Amount Increase
by signing the enclosed copy of this letter in the space provided below.
Very truly yours,
EMCOR GROUP, INC.
By:
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Name:
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Title:
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THE NORTHERN TRUST COMPANY
By:
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Name:
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Title:
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The undersigned hereby consents
On this 29th day of November, 2005
to the above-requested Commitment
Amount Increase.
HARRIS N.A.,
as Agent
By:
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Name:
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Title:
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ATTACHMENT I
LENDER COMMITMENT
The Northern Trust Company $15,000,000