EXHIBIT 1.1 PIKE ELECTRIC CORPORATION 13,500,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • July 22nd, 2005 • Pike Electric CORP • Electrical work • New York
Pike Electric Corporation 6,956,522 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • May 17th, 2013 • Pike Electric CORP • Electrical work • New York
LGB Pike II LLC (the “Selling Stockholder”), a stockholder of Pike Electric Corporation, a Delaware corporation (the “Company”), proposes to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”), an aggregate of 6,956,522 shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,043,478 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
INDENTURE between PIKE CORPORATION, ISSUER, and [TRUSTEE], TRUSTEE and GUARANTEED TO THE EXTENT SET FORTH THEREIN BY THE GUARANTORS NAMED HEREIN SUBORDINATED DEBT SECURITIES DATED AS OFIndenture • November 7th, 2013 • Pike Corp • Electrical work
WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of subordinated debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as provided in this Indenture;
GENERALEmployment Agreement • July 22nd, 2005 • Pike Electric CORP • Electrical work • Delaware
EXHIBIT 10.16 AMENDMENT (this "Amendment") dated July 21, 2005 to the Stockholders Agreement (as amended or modified from time to time the "Agreement") dated as of April 18, 2002 among Pike Electric Corporation, a Delaware corporation, as successor by...Stockholders Agreement • July 22nd, 2005 • Pike Electric CORP • Electrical work • Delaware
AGREEMENT AND PLAN OF MERGER by and among PIONEER PARENT, INC., PIONEER MERGER SUB, INC. and PIKE CORPORATION Dated as of August 4, 2014Merger Agreement • August 4th, 2014 • Pike Corp • Electrical work • North Carolina
AGREEMENT AND PLAN OF MERGER, dated as of August 4, 2014 (the “Agreement”), by and among Pioneer Parent, Inc., a Delaware corporation (“Parent”), Pioneer Merger Sub, Inc., a North Carolina corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Pike Corporation, a North Carolina corporation (the “Company”). Capitalized terms used but not defined elsewhere in this Agreement shall have the meanings set forth in Section 8.15.
EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2008 • Pike Electric CORP • Electrical work • Delaware
THIS EMPLOYMENT AGREEMENT (“Agreement”), effective this 1st day of September, 2008 (the “Effective Date”), is entered into by and between Jim Hicks (“Executive”) and Pike Electric, Inc., a North Carolina corporation (the “Company”) and, solely with respect to Sections 2 and 4(b), Pike Electric Corporation, a Delaware corporation (“Parent”).
LGB PIKE LLC c/o Goldberg Lindsay & Co. LLC 630 Fifth Avenue, 30th Floor New York, NY 10111Recapitalization and Investment Agreement • June 3rd, 2005 • Pike Holdings, Inc. • Electrical work • New York
PIKE ELECTRIC CORPORATION Option Award Agreement for [2005 / 2008] Omnibus Incentive Compensation PlanOption Award Agreement • September 1st, 2009 • Pike Electric CORP • Electrical work • Delaware
THIS OPTION AWARD AGREEMENT (this “Award Agreement”) is entered into as of [Date] by and between Pike Electric Corporation, a Delaware corporation (the “Company”), and [Employee] (“Recipient”) pursuant to the Pike Electric Corporation [2005 / 2008] Omnibus Incentive Compensation Plan (the “Plan”).
COMMITMENT INCREASE AGREEMENTCommitment Increase Agreement • June 27th, 2012 • Pike Electric CORP • Electrical work • North Carolina
THIS COMMITMENT INCREASE AGREEMENT (this “Agreement”) dated as of June 27, 2012 to the Credit Agreement referenced below is among PIKE ELECTRIC CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, REGIONS BANK, in its capacity as Lender under the Credit Agreement (in such capacity, the “Increasing Lender”) and REGIONS BANK, in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”).
STOCKHOLDERS AGREEMENT dated as of April 18, 2002 among PIKE EQUIPMENT AND SUPPLY COMPANY (TO BE RENAMED PIKE HOLDINGS, INC.), CERTAIN ROLLOVER HOLDERS, CERTAIN MANAGEMENT STOCKHOLDERS and LGB PIKE LLCShareholder Agreements • June 3rd, 2005 • Pike Holdings, Inc. • Electrical work • New York
WHEREAS pursuant to the Recapitalization and Investment Agreement dated March 15, 2002, by and among LGB LLC, LGB Acquisition Corp., a North Carolina corporation, the Company, Pike Electric, Inc., a North Carolina corporation (“Pike”), Pike Merger Sub, Inc., a North Carolina corporation, and certain shareholders of Pike, as amended by the Amendment Agreement and Consent dated as of April 11, 2002 (as so amended, the “Recapitalization Agreement”), (a) LGB LLC shall purchase a number of shares of common stock of Pike, (b) LGB Acquisition Corp. shall merge with and into Pike as a result of which certain shareholders of Pike shall exchange certain capital stock of the Company owned by them for cash and shares of preferred stock of Pike, (c) the Rollover Holders shall exchange certain capital stock of the Company owned by them for cash and shares of preferred stock of Pike and retain their shares of capital stock not so exchanged, (d) LGB LLC shall retain its shares of common stock of Pike,
PIKE ELECTRIC CORPORATION Option Award Agreement for 2008 Omnibus Incentive Compensation PlanOption Award Agreement • May 9th, 2008 • Pike Electric CORP • Electrical work • Delaware
THIS OPTION AWARD AGREEMENT (this “Award Agreement”) is entered into as of [Date] by and between Pike Electric Corporation, a Delaware corporation (the “Company”), and [Employee] (“Recipient”) pursuant to the Pike Electric Corporation 2008 Omnibus Incentive Compensation Plan (the “Plan”).
ContractJoint Filing Agreement • February 12th, 2009 • Pike Electric CORP • Electrical work
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 6th, 2013 • Pike Corp • Electrical work
This AGREEMENT AND PLAN OF MERGER (the “Merger Agreement”), dated as of September 16, 2013, is made and entered into by and between PIKE ELECTRIC CORPORATION, a Delaware corporation (“Pike (Delaware)”), and PIKE CORPORATION, a North Carolina corporation (“Pike (North Carolina)”). Pike (Delaware) and Pike (North Carolina) are hereinafter sometimes collectively referred to as the “Constituent Corporations.”
PIKE ELECTRIC CORPORATION Restricted Share Award Agreement for [2008 / 2005] Omnibus Incentive Compensation PlanRestricted Share Award Agreement • September 1st, 2009 • Pike Electric CORP • Electrical work • Delaware
THIS RESTRICTED SHARE AWARD AGREEMENT (this “Award Agreement”) is entered into as of [Date] by and between Pike Electric Corporation, a Delaware corporation (the “Company”), and [Director] (the “Recipient”) pursuant to the Pike Electric Corporation [2005 / 2008] Omnibus Incentive Compensation Plan (the “Plan”).
FORFEITURE AND TERMINATION AGREEMENTForfeiture and Termination Agreement • February 3rd, 2009 • Pike Electric CORP • Electrical work
THIS FORFEITURE AND TERMINATION AGREEMENT is made and entered into as of the 2nd day of February, 2009, by and between _____ (“Executive”), and Pike Electric Corporation, a Delaware Corporation (the “Company”, and collectively, the “Parties”).
PIKE ELECTRIC CORPORATION Restricted Share Award Agreement for [2008 / 2005] Omnibus Incentive Compensation PlanRestricted Share Award Agreement • September 1st, 2009 • Pike Electric CORP • Electrical work • Delaware
THIS RESTRICTED SHARE AWARD AGREEMENT (this “Award Agreement”) is entered into as of [Date] by and between Pike Electric Corporation, a Delaware corporation (the “Company”), and [Employee] (the “Recipient”) pursuant to the Pike Electric Corporation [2005 / 2008] Omnibus Incentive Compensation Plan (the “Plan”).
PLEDGE AGREEMENTPledge Agreement • August 30th, 2011 • Pike Electric CORP • Electrical work • North Carolina
THIS PLEDGE AGREEMENT (as amended and modified, this “Pledge Agreement”), dated as of August 24, 2011, is by and among each party identified as a “Pledgor” on the signature pages hereto and such other parties as may become Pledgors hereunder after the date hereof (individually a “Pledgor”, and collectively the “Pledgors”) and REGIONS BANK, as collateral agent (in such capacity, the “Collateral Agent”) for the holders of the Secured Obligations.
ContractCredit Agreement • September 3rd, 2010 • Pike Electric CORP • Electrical work • New York
This FIRST AMENDMENT AGREEMENT is dated as of August 30, 2010 (this “First Amendment”), and is made in reference to the Second Amended and Restated Credit Agreement, dated as of July 29, 2009 (as amended, supplemented or otherwise modified to the date hereof, the “Credit Agreement”), among PIKE ELECTRIC CORPORATION, a Delaware corporation (“Parent”), PIKE ELECTRIC, INC., a North Carolina corporation (“OpCo”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”), J.P. MORGAN SECURITIES INC., as syndication agent, FIRST TENNESSEE BANK, NATIONAL ASSOCIATION, as documentation agent, and BARCLAYS BANK PLC, as administrative agent for the Lenders thereunder (in such capacity, the “Administrative Agent”). All capitalized terms used herein that are defined in the Credit Agreement and that are not otherwise defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.
ContractJoint Filing Agreement • February 10th, 2011 • Pike Electric CORP • Electrical work
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
ASSET PURCHASE AGREEMENT among PIKE ELECTRIC, INC., SHAW ENERGY DELIVERY SERVICES, INC. and CERTAIN RELATED PARTIES June 18, 2008Asset Purchase Agreement • September 3rd, 2008 • Pike Electric CORP • Electrical work • North Carolina
This Asset Purchase Agreement (this “Agreement”) is entered into as of June 18, 2008, by Pike Electric, Inc., a North Carolina corporation (the “Buyer”), and Shaw Energy Delivery Services, Inc., a North Carolina corporation (the “Seller”). Pike Electric Corporation, a Delaware corporation (“Pike”), and The Shaw Group Inc., a Louisiana corporation (“Shaw”), hereby enter into this Agreement solely for the limited purposes set forth in Section 11.15.
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENTCredit Agreement • December 13th, 2005 • Pike Electric CORP • Electrical work • New York
ContractJoint Filing Agreement • February 14th, 2007 • Pike Electric CORP • Electrical work
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
ContractCredit Agreement • November 16th, 2006 • Pike Electric CORP • Electrical work • New York
FIFTH AMENDMENT, dated as of November 13, 2006 (the “Fifth Amendment”), to the Amended and Restated Credit Agreement, dated as of July 1, 2004 (as amended, supplemented or otherwise modified, the “Credit Agreement”), among PIKE ELECTRIC CORPORATION, a Delaware corporation (“Holdings”), PIKE ELECTRIC, INC., a North Carolina corporation (the “Borrower”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”), J.P. MORGAN SECURITIES INC., as syndication agent, NATIONAL CITY BANK, as documentation agent, and BARCLAYS BANK PLC, as administrative agent for the Lenders thereunder (in such capacity, the “Administrative Agent”). All capitalized terms used herein that are defined in the Credit Agreement and that are not otherwise defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT among PIKE ELECTRIC CORPORATION, and PIKE ELECTRIC, INC., as Borrowers, The Several Lenders from Time to Time Parties Hereto, BARCLAYS BANK PLC, as Administrative Agent, J.P. MORGAN SECURITIES INC., as...Credit Agreement • August 3rd, 2009 • Pike Electric CORP • Electrical work • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 29, 2009, among PIKE ELECTRIC CORPORATION (including its successors and permitted assigns, “Parent”), a Delaware corporation, PIKE ELECTRIC, INC. (including its successors and permitted assigns, “OpCo”; Parent and OpCo, each a “Borrower,” and together, the “Borrowers”), a North Carolina corporation, the lending and other financial institutions listed from time to time in the Register (each a “Lender” and, collectively, the “Lenders”), FIRST TENNESSEE BANK, NATIONAL ASSOCIATION, as documentation agent (in such capacity, the “Documentation Agent”), J.P. MORGAN SECURITIES INC., as syndication agent (the “Syndication Agent”), and BARCLAYS BANK PLC, as administrative agent (the “Administrative Agent”). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 10 are used herein as so defined.
ContractJoint Filing Agreement • February 14th, 2006 • Pike Electric CORP • Electrical work
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
STOCK PURCHASE AGREEMENT among PIKE ENTERPRISES, INC., SYNERGETIC DESIGN HOLDINGS, INC., UC SYNERGETIC, INC., and THE SELLERS PARTY HERETO JUNE 22, 2012Stock Purchase Agreement • July 2nd, 2012 • Pike Electric CORP • Electrical work • North Carolina
This Stock Purchase Agreement (this “Agreement”) is entered into as of June 22, 2012 (the “Effective Date”), by and among Pike Enterprises, Inc., a North Carolina corporation (the “Buyer”), Synergetic Design Holdings, Inc., a Delaware corporation (the “Parent”), UC Synergetic, Inc., a South Carolina corporation (the “Target”), and the undersigned persons designated as the Sellers (the “Sellers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 5th, 2009 • Pike Electric CORP • Electrical work • Delaware
This Indemnification Agreement (this “Agreement”), dated as of , is made by and between Pike Electric Corporation, a Delaware corporation (the “Company”) and (the “Indemnitee”).
ContractCredit Agreement • May 12th, 2006 • Pike Electric CORP • Electrical work • New York
FOURTH AMENDMENT, dated as of February 28, 2006 (the “Fourth Amendment”), to the Amended and Restated Credit Agreement, dated as of July 1, 2004 (as amended, supplemented or otherwise modified, the “Credit Agreement”), among PIKE ELECTRIC CORPORATION, a Delaware corporation (“Holdings”), PIKE ELECTRIC, INC., a North Carolina corporation (the “Borrower”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”), J.P. MORGAN SECURITIES INC., as syndication agent, NATIONAL CITY BANK, as documentation agent, and BARCLAYS BANK PLC, as administrative agent for the Lenders thereunder (in such capacity, the “Administrative Agent”). All capitalized terms used herein that are defined in the Credit Agreement and that are not otherwise defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.
ContractCredit Agreement • July 12th, 2005 • Pike Electric CORP • Electrical work • New York
SECOND AMENDMENT, dated as of June 27, 2005 (the “Second Amendment”), to the Amended and Restated Credit Agreement, dated as of July 1, 2004 (as amended, supplemented or otherwise modified, the “Credit Agreement”), among PIKE HOLDINGS, INC., a North Carolina corporation (“Holdings”), PIKE ELECTRIC, INC., a North Carolina corporation (the “Borrower”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”), J.P. MORGAN SECURITIES INC., as syndication agent, NATIONAL CITY BANK, as documentation agent, and BARCLAYS BANK PLC, as administrative agent for the Lenders thereunder (in such capacity, the “Administrative Agent”). All capitalized terms used herein that are defined in the Credit Agreement and that are not otherwise defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.
ContractRecapitalization and Investment Agreement • June 24th, 2005 • Pike Holdings, Inc. • Electrical work • New York
This AMENDMENT AGREEMENT AND CONSENT (this “Amendment Agreement”) dated as of April 11, 2002, to the Recapitalization and Investment Agreement (the “Recapitalization Agreement”) dated as of March 15, 2002, is made and entered into by and among LGB PIKE LLC, a Delaware limited liability company (“Parent”), LGB ACQUISITION CORP., a North Carolina corporation and a wholly owned subsidiary of Parent (“LGB Sub”), PIKE ELECTRIC,INC., a North Carolina corporation (the “Company”), PIKE EQUIPMENT AND SUPPLY COMPANY, a North Carolina corporation and a wholly owned subsidiary of the Company (“Holdings”), PIKE MERGER SUB, INC., a North Carolina corporation and a wholly owned subsidiary of Holdings (“Holdings Sub”), JOE B. PIKE, as the Shareholder Representative, and the shareholders listed on the signature pages hereto, pursuant to Section 9.4 of the Recapitalization Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Reca
ContractLetter Agreement • September 19th, 2014 • Pike Corp • Electrical work • New York
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and between Pioneer Parent, Inc., a Delaware corporation (“Buyer”), Pioneer Merger Sub, Inc., a North Carolina corporation (“Merger Sub”), and Pike Corporation, a North Carolina Corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Merger Agreement.
Limited Guarantee August 4, 2014Limited Guarantee • September 19th, 2014 • Pike Corp • Electrical work • New York
This Limited Guarantee (the “Limited Guarantee”) is being delivered by Court Square Capital Partners III, L.P., a Delaware limited partnership (the “Limited Guarantor”), to Pike Corporation, a North Carolina corporation (the “Company”), in connection with the execution of the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and between Pioneer Parent, Inc., a Delaware corporation (“Buyer”), Pioneer Merger Sub, Inc., a North Carolina corporation (“Merger Sub”), and the Company, pursuant to which Merger Sub, a wholly-owned subsidiary of Buyer, will merge with and into the Company, with the Company surviving such merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement.
ContractCredit Agreement • August 3rd, 2009 • Pike Electric CORP • Electrical work • New York
This SIXTH AMENDMENT AND RESTATEMENT AGREEMENT is dated as of July 29, 2009 (this “Sixth Amendment”) and is made in reference to the Amended and Restated Credit Agreement, dated as of July 1, 2004 (as amended, supplemented or otherwise modified to the date hereof, the “Credit Agreement”), among PIKE ELECTRIC CORPORATION, a Delaware corporation (“Parent”), PIKE ELECTRIC, INC., a North Carolina corporation (“OpCo”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”), J.P. MORGAN SECURITIES INC., as syndication agent, FIRST TENNESSEE BANK, NATIONAL ASSOCIATION, as documentation agent, and BARCLAYS BANK PLC, as administrative agent for the Lenders thereunder (in such capacity, the “Administrative Agent”). All capitalized terms used herein that are defined in the Credit Agreement and that are not otherwise defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.
ContractManagement Advisory Services Agreement • June 3rd, 2005 • Pike Holdings, Inc. • Electrical work • New York
This AMENDMENT AGREEMENT (this “Amendment Agreement”) dated as of July 1, 2004, to the MANAGEMENT ADVISORY SERVICES AGREEMENT (the “MASA”) dated as of April 18, 2002, between Pike Electric, Inc., a North Carolina corporation, and Goldberg Lindsay & Co. LLC, a Delaware limited liability company.
