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EXHIBIT 10.8
AMENDMENT NO. 3
This Amendment No.3 dated as of [effective date] (the "Agreement"), is
among Integrated Electrical Services, Inc., a Delaware corporation (the
"Borrower"), Bank of America, N.A., as agent (the "Agent"), and the financial
institutions parties to the Credit Agreement defined below (the "Banks").
INTRODUCTION
Reference is made to the Credit Agreement dated as of July 30, 1998 (as
amended, the "Credit Agreement"), among the Borrower, the Banks, and
NationsBank, N.A., predecessor in interest to the Agent, the defined terms of
which are used herein unless otherwise defined herein. In connection with the
issuance of certain subordinated notes, the Borrower, the Banks, and the Agent
have agreed to modify the Credit Agreement to include such notes as Senior
Subordinated Notes 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 I. Amendment.
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1. The definition of "Senior Subordinated Notes" is replaced in
its entirety with the following:
"Senior Subordinated Notes" means: (i) the outstanding
$150,000,000 9 3/8% Senior Subordinated Notes due 2009, Series B (the
"Series B Notes"), issued by the Borrower, (together with the
subsidiary guarantees thereof), (ii) the $75,000,000 9 3/8% Senior
Subordinated Notes due 2009, Series C (the "Series C Notes") to be
issued by the Borrower (together with the subsidiary guarantees
thereof), provided however that such Series C Notes are issued
substantially on the terms and conditions described in the "Description
of the Notes" contained in the preliminary Offering Memorandum dated
August [ ], 1999, and attached hereto as Exhibit A, together with such
changes thereto as the Agent shall approve and (iii) the $225,000,000
9 3/8% Senior Subordinated Notes, due 2009, Series D (the "Series D
Notes") to be issued by the Borrower (together with the subsidiary
guarantees thereof), provided however that such Series D Notes are (a)
issued only in exchange for the Series B Notes and the Series C Notes,
and (b) have terms substantially identical to the terms of the Series B
Notes and the Series C Notes.
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Section II. 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 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 III. 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 IV. 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 V. 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.
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THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
EXECUTED as of the date first above written.
BORROWER:
INTEGRATED ELECTRICAL SERVICES, INC.
By:
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Xxx X. Xxxx
Senior Vice President and
Chief Financial Officer
AGENT:
BANK OF AMERICA, N.A., as Agent
By:
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Xxxxxx X. Xxxxx
Senior Vice President
BANKS:
BANK OF AMERICA, N.A., as Agent
By:
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Xxxxxx X. Xxxxx
Senior Vice President
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BANK OF SCOTLAND
By:
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Name:
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Title:
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COMERICA BANK - TEXAS
By:
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Name:
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Title:
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NATIONAL CITY BANK OF KENTUCKY
By:
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Name:
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Title:
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PARIBAS
By:
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Name:
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Title:
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By:
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Name:
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Title:
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0
XXX XXXX XX XXXX XXXXXX
By:
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Name:
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Title:
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CENTURA BANK
By:
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Name:
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Title:
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CREDIT LYONNAIS NEW YORK BRANCH
By:
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Name:
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Title:
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FIRST AMERICAN NATIONAL BANK
By:
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Name:
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Title:
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SUNTRUST BANK, ATLANTA
By:
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Name:
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Title:
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By:
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Name:
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Title:
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