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EXHIBIT 10.6
AMENDMENT NO. 1
This Amendment No. 1 dated as of September 30, 1998 (this
"Agreement"), is among Integrated Electrical Services, Inc., a Delaware
corporation (the "Borrower"), the undersigned financial institutions parties to
the Credit Agreement referred to below (the "Banks"), and NationsBank, N.A., as
agent (the "Agent") for the financial institutions that are parties to the
Credit Agreement.
INTRODUCTION
Reference is made to the Credit Agreement dated as of July 30, 1998
(as modified, the "Credit Agreement"), among the Borrower, the Banks, and the
Agent, the defined terms of which are used herein unless otherwise defined
herein. The Borrower, the Banks, and the Agent have agreed to increase the
amount of the aggregate consideration which the Restricted Entities may pay in
connection with any Acquisition without obtaining the prior consent of the
Majority Banks and to make other amendments to the Credit Agreement as set
forth herein in connection therewith.
THEREFORE, in connection with the foregoing and for other good and
valuable consideration, the Borrower, the Banks, and the Agent hereby agree as
follows:
Section 1. Amendment.
1.1 Section 5.9(ii)(B) of the Credit Agreement is amended by
replacing such Section in its entirety with the following:
(B) the aggregate of all consideration (other than common
stock of the Borrower) paid by the Restricted Entities in connection
with any Acquisition does not exceed $30,000,000 without the prior
consent of the Majority Banks,
1.2 Section 5.9(ii)(C) of the Credit Agreement is amended by
replacing such Section in its entirety with the following:
[intentionally deleted]
Section 2. Representations and Warranties. The Borrower represents
and warrants that (a) the execution, delivery, and performance of this
Agreement are within the corporate power and authority of the Borrower and have
been duly authorized by appropriate proceedings, (b) this Agreement constitutes
legal, valid, and binding obligations of the Borrower enforceable in accordance
with its terms, except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting the rights of creditors
generally and general principles of equity, and (c) upon the effectiveness of
this Agreement and the amendment of the Credit
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Documents as provided for herein, the representations and warranties contained
in each Credit Document are true and correct in all material respects, no Event
of Default exists under the Credit Documents, and there shall have occurred no
event which with notice or lapse of time would become an Event of Default under
the Credit Documents.
Section 3. Effect on Credit Documents. As amended herein, the Credit
Documents remain in full force and effect. Except as specifically set forth
herein, nothing herein shall act as a waiver of any of the Agent's or the
Banks' rights under the Credit Documents as amended, including the waiver of
any default or event of default, however denominated. The Borrower must
continue to comply with the terms of the Credit Documents, as amended. This
Agreement is a Credit Document for the purposes of the provisions of the other
Credit Documents. Without limiting the foregoing, any breach of
representations, warranties, and covenants under this Agreement may be a
default or event of default under other Credit Documents.
Section 4. Effectiveness. This Agreement shall be effective as of
the date hereof when the Agent shall have received duly executed counterparts
hereof signed by the Borrower, the Agent, and the Majority Banks.
Section 5. Miscellaneous. The miscellaneous provisions of the Credit
Agreement apply to this Agreement. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Texas. This
Agreement may be signed in any number of counterparts, each of which shall be
an original, and may be executed and delivered by telecopier.
THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS REPRESENT
THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
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EXECUTED as of the date first above written.
BORROWER:
INTEGRATED ELECTRICAL SERVICES, INC.
By: /s/ XXX X. XXXX
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Xxx X. Xxxx
Senior Vice President and
Chief Financial Officer
AGENT:
NATIONSBANK, N.A., as Agent
By: /s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
Vice President
BANKS:
NATIONSBANK, N.A.
By: /s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
Vice President
BANK OF SCOTLAND
By: /s/ XXXXX XXXXX
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Xxxxx Xxxxx
Assistant Vice President
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COMERICA BANK - TEXAS
By: /s/ XXXX XXXXXXX
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Xxxx Xxxxxxx
Vice President
NATIONAL CITY BANK OF KENTUCKY
By: /s/ XXX XXXXXXX
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Xxx Xxxxxxx
Vice President
PARIBAS
By: /s/ XXXXX XXXXXXXX
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Xxxxx Xxxxxxxx
Vice President
By: /s/ XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx
Vice President
THE BANK OF NOVA SCOTIA
By: /s/ E. C. W. XXXXX
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E. C. W. Xxxxx
________ Managaer Loan Operations
CENTURA BANK
By: /s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
Bank Officer
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ PASCAL POUPELLE
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Pascal Poupelle
Executive Vice President
FIRST AMERICAN NATIONAL BANK
By: /s/ XXXX XXXXXX
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Xxxx Xxxxxx
Corporate Bank Officer
SUN TRUST BANK
By: /s/ XXXX X. XXXXXX, XX.
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Xxxx X. Xxxxxx, Xx.
First Vice President
By: /s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
Corporate Banking Officer