EXHIBIT 10.1
THIRD AMENDMENT
THIRD AMENDMENT (this "Amendment"), dated as of December 31, 2001, to
the Credit Agreement, dated as of May 22, 2001 (as further amended, supplemented
or modified from time to time, the "Credit Agreement"), among Integrated
Electrical Services, Inc., a Delaware corporation (the "Borrower"), certain
financial institutions which are or may become parties thereto (the "Banks"),
Credit Lyonnais and The Bank of Nova Scotia, as syndications agents, Toronto
Dominion (Texas), Inc., as documentation agent, and JPMorgan Chase Bank, as
administrative agent (in such capacity, the "Administrative Agent").
WITNESSETH:
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WHEREAS, pursuant to the Credit Agreement, the Banks have agreed to
make, and have made, certain loans and other extensions of credit to the
Borrower;
WHEREAS, the Borrower has requested that the Administrative Agent and
the Banks amend a certain provision of the Credit Agreement; and
WHEREAS, the Administrative Agent and the Banks are willing to agree to
the requested amendment on the terms and conditions contained herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
I. Defined Terms. Terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement, as amended
hereby.
II. Amendments to the Credit Agreement.
1. The definition of "Applicable Margin" set forth in Section 1.1 of
the Credit Agreement is hereby amended to read in its entirety as follows:
"Applicable Margin" means, with respect to interest rates and
letter of credit fees and as of any date of its determination, an
amount equal to the percentage amount set forth in the table below
opposite the applicable ratio of (a) the consolidated Total Debt of the
Borrower as of the end of the fiscal quarter then most recently ended
to (b) the consolidated EBITDA of the Borrower for the four fiscal
quarters then most recently ended:
Applicable Margin
LIBOR Tranches and Applicable Margin
Total Debt to EBITDA Letter of Credit Fee Prime Rate Tranche
-------------------- -------------------- ------------------
<1.50 1.75% 0.25%
-
>1.50 but <2.00 2.00% 0.50%
-
>2.00 but <2.50 2.25% 0.75%
-
>2.50 but <3.00 2.50% 1.00%
-
>3.00 but <3.50 2.75% 1.25%
-
>3.50 but <4.00 3.00% 1.50%
-
>4.00 but <4.50 3.25% 1.75%
-
>4.50 3.50% 2.00%
The foregoing ratio and resulting Applicable Margin shall be based upon
Schedule C of the most recent Compliance Certificate delivered to the
Administrative Agent pursuant to Section 5.2(a) or Section 5.2(b).
Any adjustments to the Applicable Margin shall become effective on the
45th day following the last day of each fiscal quarter or on the 90th
day following the last day of each fiscal year as applicable; provided,
however, that if any such Compliance Certificate is not delivered when
required hereunder, the Applicable Margin shall be deemed to be the
maximum percentage amount in each table from such 45th or 90th day
until such Compliance Certificate is received by the Administrative
Agent.
Upon any change in the Applicable Margin, the Administrative Agent
shall promptly notify the Borrower and the Banks of the new Applicable
Margin.
2. Section 5.5(b)(ii) of the
Credit Agreement (Maximum Total Debt to
EBITDA Ratio) is hereby amended to read in its entirety as follows:
(ii) Maximum Total Debt to EBITDA Ratio. As of the last day of
each fiscal quarter of the Borrower, the Borrower shall not permit the
ratio of (a) the consolidated Total Debt of the Borrower as of end of
such fiscal quarter minus, so long as there are no outstanding
Revolving Loans as of such date, cash on the consolidated balance sheet
of the Borrower as of such date to (b) the consolidated EBITDA of the
Borrower for the preceding four fiscal quarters then ended, to be
greater than the applicable ratios set forth below as of the dates
indicated:
Fiscal Quarter Ending Ratio
--------------------- -----
December 31, 2001 3.50 to 1.00
March 31, 2002 4.25 to 1.00
June 30, 2002 4.75 to 1.00
September 30, 2002 4.25 to 1.00
December 31, 2002 4.00 to 1.00
March 31, 2003 3.75 to 1.00
June 30, 2003 3.50 to 1.00
September 30, 2003 and each
fiscal quarter thereafter 3.25 to 1.00
3. Section 5.5(c) of the
Credit Agreement (Minimum Interest Coverage
Ratio) is hereby amended to read in its entirety as follows
(c) Minimum Interest Coverage Ratio. As of the last day of
each fiscal quarter, the Borrower shall not permit the ratio of (i) the
consolidated EBIT of the Borrower for the preceding four fiscal
quarters then ended to (ii) the consolidated Interest Expense of the
Borrower (to the extent paid in cash) for the preceding four fiscal
quarters then ended minus any income of the Borrower or any of its
consolidated Subsidiaries during such period which is attributable to
any Interest Hedge Agreement plus any expenses of the Borrower or any
of its consolidated Subsidiaries during such period which is
attributable to any Interest Hedge Agreement, to be less than the
applicable ratios set forth below as of the dates indicated:
Fiscal Quarter Ending Ratio
--------------------- -----
December 31, 2001 2.25 to 1.00
March 31, 2002 1.75 to 1.00
June 30, 2002 1.50 to 1.00
September 30, 2002 1.75 to 1.00
December 31, 2002 2.00 to 1.00
March 31, 2003 2.25 to 1.00
fiscal quarter thereafter 2.50 to 1.00
Compliance with this paragraph (c) shall be determined in the
applicable Compliance Certificate based upon the adjusted financial
reports contained in Schedule A of such Compliance Certificate.
III. Conditions to Effectiveness. This Amendment shall become effective
on the date on which this Amendment shall have been executed by the Borrower,
the Administrative Agent and the Majority Banks and the Borrower shall have paid
to the Administrative Agent, for disbursement to each Bank which joins in the
execution of this Amendment, a fee in an amount equal to 0.20% of the Commitment
of each such Bank.
IV. General.
1. Representations and Warranties. The Borrower represents and warrants
that the representations and warranties made by the Borrower in the Credit
Documents are true and correct in all material respects on and as of the date
hereof, after giving effect to the effectiveness of this Amendment, as if made
on and as of the date hereof, and no Default or Event of Default has occurred
and is continuing.
2. Payment of Expenses. The Borrower agrees to pay or reimburse the
Administrative Agent for all of its out-of-pocket costs and reasonable expenses
incurred in connection with this Amendment, any other documents prepared in
connection herewith and the transactions contemplated hereby, including, without
limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.
3. No Other Amendments. This Amendment shall not be construed as a
waiver or consent to any further or future action on the part of the Borrower
that would require a waiver or consent of the Administrative Agent and/or the
Banks. Except as expressly amended hereby, the provisions of the Credit
Agreement are and shall remain in full force and effect.
4. Governing Law; Counterparts.
(a) This Amendment and the rights and obligations of the parties hereto
shall be governed by, and construed and interpreted in accordance with, the laws
of the State of
New York.
(b) This Amendment may be executed by one or more of the parties to
this Amendment on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. This Amendment may be delivered by facsimile transmission of the
relevant signature pages hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
INTEGRATED ELECTRICAL SERVICES, INC.
By:
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Name:
------------------------------------
Title
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JPMORGAN CHASE BANK,
as Administrative Agent and as a Bank
By:
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Name:
------------------------------------
Title
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CREDIT LYONNAIS,
NEW YORK BRANCH,
as Syndication Agent and as a Bank
By:
-------------------------------------
Name:
-----------------------------------
Title
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THE BANK OF NOVA SCOTIA,
as Syndication Agent and as a Bank
By:
-------------------------------------
Name:
-----------------------------------
Title
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TORONTO DOMINION (TEXAS), INC.,
as Documentation Agent and as a Bank
By:
-------------------------------------
Name:
-----------------------------------
Title
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BANK OF SCOTLAND
By:
-------------------------------------
Name:
-----------------------------------
Title
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FIRST BANK & TRUST
By:
-------------------------------------
Name:
-----------------------------------
Title
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FIRSTAR BANK, N.A.
By:
-------------------------------------
Name:
-----------------------------------
Title
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RZB FINANCE LLC
By:
-------------------------------------
Name:
-----------------------------------
Title
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SOUTHWEST BANK OF TEXAS, N.A.
By:
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Name:
-----------------------------------
Title
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The undersigned hereby join in this Amendment to evidence their consent
to execution by Borrower of this Amendment, to confirm that each Credit Document
now or previously executed by the undersigned applies and shall continue to
apply to the Credit Agreement, as amended hereby, and to acknowledge that
without such consent and confirmation, the Banks would not execute this
Amendment.
1ST GROUP TELECOMMUNICATIONS, INC.
ACE ELECTRIC, INC.
ALADDIN XXXX ELECTRIC & AIR, INC.
AMBER ELECTRIC, INC.
XXXXXXXX & XXXX CONSTRUCTION CO., INC.
ARC ELECTRIC, INCORPORATED
XXXXXXXXX ELECTRIC, INC.
BEAR ACQUISITION CORPORATION
BRINK ELECTRIC CONSTRUCTION CO.
XXXXX XXXX ELECTRIC, INC.
XXXXX XXXX MANAGEMENT LLC
XXXXXX ELECTRIC COMPANY, INC.
BW CONSOLIDATED, INC.
BW/BEC, INC.
XXXXXX ELECTRICAL CONTRACTING, INC.
XXXXXXX MANAGEMENT LLC
XXXXXXX SYSTEMS, INC.
XXXXXXX X. XXXXX COMPANY, INC.
XXXXXXX ELECTRIC COMPANY, INC.
COMMERCIAL ELECTRICAL CONTRACTORS, INC.
CROSS STATE ELECTRIC, INC.
CYPRESS ELECTRICAL CONTRACTORS, INC.
XXXXXX ELECTRICAL CONTRACTORS, INC.
XXXXXX ELECTRICAL OF TREASURE COAST INC.
XXXXXX INTEGRATED TECHNOLOGIES, INC.
XXXXX ELECTRICAL CONSTRUCTORS, INC.
DELCO ELECTRIC, INC.
ELECTRO-TECH, INC.
EMC ACQUISITION CORPORATION
XXXXXX X. XXXXXX ELECTRICAL, INC.
FEDERAL COMMUNICATIONS GROUP, INC.
FLORIDA INDUSTRIAL ELECTRIC, INC.
GENERAL PARTNER, INC.
XXXX ELECTRIC COMPANY, INC.
X.X. XXXXX, INC.
XXXXXXXX XXXXXXXX ELECTRIC COMPANY
HOLLAND ELECTRICAL SYSTEMS, INC.
XXXXXXX-XXXXXXXX ELECTRIC, INC.
XXXXXXX-XXXXXXXX MANAGEMENT LLC
XXXXXX XXXXXXXX ELECTRIC CO., INC.
I.C.G. ELECTRIC, INC.
IES COMMUNICATIONS, INC.
IES CONTRACTORS MANAGEMENT LLC
IES ELECTRICAL GROUP, INC.
IES PROPERTIES MANAGEMENT, INC.
IES PROPERTIES, INC.
IES RESIDENTIAL GROUP, INC.
IES SPECIALTY LIGHTING, INC.
IES VENTURES INC.
INNOVATIVE ELECTRIC COMPANY, INC.
INTEGRATED ELECTRICAL FINANCE, INC.
INTELLIGENT BUILDING SOLUTIONS, INC.
X.X. XXXX ELECTRIC CO., INC.
X.X. XXXX MANAGEMENT LLC
XXXXXX ELECTRIC, INC.
KEY ELECTRICAL SUPPLY, INC.
LINEMEN, INC.
XXXX XXXXXXXXX, INCORPORATED
XXXXXXXX ELECTRIC, INC.
MIDLANDS ELECTRICAL CONTRACTORS, INC.
MID-STATES ELECTRIC COMPANY, INC.
XXXXX ELECTRICAL CONTRACTORS, INC.
XXXXX MANAGEMENT LLC
XXXXXXXX ELECTRIC COMPANY, INC.
M-S SYSTEMS, INC.
XXXXXX ELECTRICAL CONTRACTORS, INC.
XXXX ELECTRIC, INC.
XXXX ELECTRIC MANAGEMENT LLC
NEW TECHNOLOGY ELECTRICAL CONTRACTORS, INC.
XXXXXXX ELECTRIC COMPANY, INC.
PAN AMERICAN ELECTRIC COMPANY, INC.
PAN AMERICAN ELECTRIC, INC.
XXXXXX ELECTRIC COMPANY, INC.
XXXXXXX ELECTRIC INC.
PRIMENET, INC.
PRIMO ELECTRIC COMPANY
XXXXXX ELECTRICAL CONTRACTORS, INC.
XXXXXX ELECTRIC CO., INC.
XXXXXX MANAGEMENT LLC
RKT ELECTRIC, INC.
ROCKWELL ELECTRIC, INC.
XXXXXXX ELECTRIC COMPANY, INC.
RON'S ELECTRIC, INC.
SPECTROL, INC.
XXXXX ELECTRIC, INC.
SUMMIT ELECTRIC OF TEXAS, INC.
T&H ELECTRICAL CORPORATION
TECH ELECTRIC CO., INC.
TESLA POWER G.P., INC.
XXXXXX XXXX & COMPANY
VALENTINE ELECTRICAL, INC.
XXXXX ELECTRIC CO., INC.
XXXXXX ELECTRICAL CONTRACTING, INC.
By:
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Xxxxxxx Xxxxxxxx, Chief Financial Officer
XXXXX XXXX HOLDINGS LLC
BW/BEC, L.L.C.
XXXXXXX HOLDINGS LLC
DKD ELECTRIC COMPANY, INC.
XXXXXXX-XXXXXXXX HOLDINGS LLC
ICS HOLDINGS LLC
IES CONTRACTORS HOLDINGS LLC
IES HOLDINGS LLC
X.X. XXXX HOLDINGS LLC
XXXXX ELECTRICAL HOLDINGS LLC
NBH HOLDING CO., INC.
XXXXXXX SUMMIT HOLDINGS INC.
XXXXXX HOLDINGS LLC
TESLA POWER (NEVADA), INC.
By:
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Xxxxxxxx X. Xxxxx, President
IES PROPERTIES HOLDINGS, INC.
By:
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Xxxxxxxx Xxxxxxx, President
X. XXXX ELECTRIC LP
BEXAR ELECTRIC COMPANY, LTD.
XXXXXXX SYSTEMS XX
XXXXXXXX ELECTRIC, LTD.
XXXXXXX-XXXXXXXX ELECTRICAL CONTRACTORS LP
ICS INTEGRATED COMMUNICATION SERVICES LP
IES CONTRACTORS LP
IES MANAGEMENT LP
IES PROPERTIES LP
X.X. XXXX ELECTRICAL CONTRACTORS XX
XXXXX ELECTRIC XX
XXXX ELECTRIC XX
XXXXXXX SUMMIT ELECTRIC XX
XXXXXXX SUMMIT ELECTRIC XX
XXXXXX ELECTRIC LP
TESLA POWER AND AUTOMATION, L.P.
TESLA POWER PROPERTIES, L.P.
By: ITS GENERAL PARTNER
By:
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Xxxxxxx Xxxxxxxx,
Chief Financial Officer
