ex10_1.htm


    Exhibit
10.1


     

     

    ACKNOWLEDGEMENT
OF COMMITMENT INCREASE

     

    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, Borrower 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 Borrower'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.]

     

     

    
      
        
        

      

      
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    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/ Joseph R.
Paul                                      

    Name:  Joseph
R. Paul

    Title:  Treasurer

    


    


    KEYBANK
NATIONAL ASSOCIATION

    as
Administrative Agent Lender

    


    By: /s/ Christopher I.
Williams                        

    Name:  Christopher
I. Williams

    Title:  Vice
President

    


    


    WELLS
FARGO BANK, NATIONAL

    ASSOCIATION,
as Increasing Lender

    


    By:  /s/Andrew T.
Cavallari                                 

    Name:  Andrew
T. Cavallari

    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

            
	
              Wells
      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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