Exhibit 4(e)
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 the addition of National City Bank of Indiana (the
"ADDITIONAL LENDER") as a Lender under the terms of the Credit Agreement.
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 the
Additional Lender will be as set forth on Attachment I hereto.
1. The Additional Lender hereby confirms that it has received, to
the extent requested by such Additional Lender, a copy of the Credit Agreement
and the exhibits and schedules related thereto, together with copies of the
documents which were required to be delivered under the Credit Agreement as a
condition to the making of the Loans and other extensions of credit thereunder.
The Additional Lender acknowledges and agrees that it has made and will continue
to make, independently and without reliance upon the Agent or any other Lender
and based on such documents and information as it has deemed appropriate, its
own credit analysis and decisions relating to the Credit Agreement. The
Additional Lender further acknowledges and agrees that the Agent has not made
any representations or warranties about the credit worthiness of the Company or
any other party to the Credit Agreement or with respect to the legality,
validity, sufficiency or enforceability of the Credit Agreement or the value of
any security therefor.
2. Except as otherwise provided in the Credit Agreement, effective
as of the date of acceptance hereof by the Agent, the Additional Lender (i)
shall be deemed automatically to have become a party to the Credit Agreement and
have all the rights and obligations of a "LENDER" under the Credit Agreement as
if it were an original signatory thereto and (ii) agrees to be bound by the
terms and conditions set forth in the Credit Agreement as if it were an original
signatory thereto.
3. The Additional Lender hereby advises you of the following
administrative details with respect to its Loans and Commitment:
(A) Notices:
Institution Name: National City Bank of Indiana
Address: 100 West Berry Street, Suite 800
Fort Wayne, Indiana 46802
Telephone: (260) 461-6248
Facsimile: (260) 461-6238
(B) Payment Instructions:
4. On the date hereof, the Company agrees to pay the Agent, for the
account of the Additional Lender, a one-time, non-refundable upfront fee in the
amount equal to $18,750.
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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NATIONAL CITY BANK OF INDIANA
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
National City Bank of Indiana $15,000,000