Exhibit 4.5
EMCOR GROUP, INC.
FOURTH AMENDMENT TO CREDIT AGREEMENT
Xxxxxx Trust and Savings Bank
Chicago, Illinois and the
other Lenders from time to time
party to the Credit
Agreement referred to below
Gentlemen:
We refer to the Credit Agreement dated as of June 19, 1996 as amended
and currently in effect between EMCOR Group, Inc., DYN Specialty Contracting,
Inc., Drake & Xxxxx Engineering Ltd. and you (the "Credit Agreement"),
capitalized terms used without definition below to have the meanings ascribed to
them in the Credit Agreement. Upon your acceptance hereof in the space provided
for that purpose below, this letter shall serve to amend the Credit Agreement as
follows:
1. Adjustments in Commitments.
Subject to all of the terms and conditions hereof, the Commitments of
each of The Bank of Scotland and LaSalle National Bank (each of which shall be
an Activated Commitment) shall be increased to the amount set forth opposite
their signatures hereto, the Commitment of Xxxxxx Trust and Savings Bank shall
be reduced so as to be in the amount set forth opposite its signature hereto and
the Percentages of the Lenders shall be correspondingly adjusted to be as set
forth opposite their signatures hereto. After giving effect to the foregoing the
full amount of the Tranche D Activation provided for in Section 6.3(d) of the
Credit Agreement shall be deemed to have occurred and the maximum amount of the
Tranche B Activation which can occur under Section 6.3(b) of the Credit
Agreement upon satisfaction of the conditions precedent to activation set forth
therein shall be reduced from $20,000,000 to $13,375,000.
2. Conditions Precedent to Effectiveness.
This Fourth Amendment to Credit Agreement shall become effective upon
satisfaction of each of the following conditions precedent:
(a) The Agent shall have received counterparts hereof which,
taken together, bear the signatures of the Borrowers and the Lenders;
(b) The Bank of Scotland and LaSalle National Bank shall each
have received such non-refundable fees as may have been agreed to
between them, the Borrowers and the Agent; and
(c) the Agent shall have paid to each of The Bank of Scotland
and LaSalle National Bank a percentage equal to the increase in its
Percentage occasioned by this Amendment of all Letter of Credit fees
payable under the first sentence of Section 3.3 of the Credit Agreement
for the period from the date this Fourth Amendment to Credit Agreement
becomes effective through the date through which such fees have been
paid;
Provided that the foregoing conditions precedent to effectiveness have
been satisfied the Agent shall so notify the Company and the Lenders and there
shall then be such nonratable borrowings and repayments of Revolving Loans under
the Credit Agreement as shall be necessary so that after giving effect thereto
the percentages of the Activated Commitments in use (including usage through
participation in Letter of Credit liabilities and the amount of Revolving Loans
owing each Lender) are identical. The Borrowers hereby authorize and direct the
Agent to effect the foregoing nonratable borrowings and repayments by calling
for borrowings from The Bank of Scotland and LaSalle National Bank on their
behalf and applying them to the repayment of Revolving Loans owing the other
Lenders.
7. Miscellaneous.
Except as specifically amended hereby all of the terms, conditions and
provisions of the Credit Agreement shall stand and remain unchanged and in full
force and effect. No reference to this Fourth Amendment to Credit Agreement need
be made in any instrument or document at any time referring to the Credit
Agreement, a reference to the Credit Agreement in any of such to be deemed to be
a reference to the Credit Agreement as amended hereby. This Fourth Amendment to
Credit Agreement shall be construed in accordance with and governed by the laws
of Illinois and may be executed in counterparts and by separate parties on
separate counterparts, each to constitute an original but all one and the same
instrument.
Dated as of this 31st day of March, 1997
EMCOR GROUP, INC.
By /s/ Xxxxx X. XxxXxxxx
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Its Chairman of the Board and President
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DYN SPECIALTY CONTRACTING INC.
By /s/ Xxxxxxx X. Xxxxx
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Its Senior Vice President
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DRAKE & XXXXX ENGINEERING LTD.
By /s/ Xxxxx X. XxxXxxxx
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Its Director
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XXXXXXXX CANADA, LTD.
By /s/ Xxxxx X. XxxXxxxx
----------------------------------------
Its Chairman
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Accepted and agreed as of the date last above written
Commitment (both active and
inactive): $45,000,000 XXXXXX TRUST AND SAVINGS BANK
Activated Commitment: $26,625,000
Percentage: 32.618683%
By: /s/ Xxx X. Xxxxxxx
-----------------------------
Its Vice President
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Activated Commitment: $20,000,000 BANK OF SCOTLAND
Percentage: 24.502297%%
By: /s/ Xxxxx Xxxx Tat
------------------------------
Its Assistant Vice President
--------------------------
Activated Commitment: $20,000,000 LASALLE NATIONAL BANK
Percentage: 24.502297%
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------
Its Senior Vice President
---------------------------
Activated Commitment: $15,000,000 CORESTATES BANK, N.A.
Percentage: 18.376722%
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Its Vice President
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