Exhibit 4(a)
EMCOR GROUP, INC.
SEVENTH 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., Xxxxxxxx Canada, Ltd. and you (the "Credit
Agreement"), capitalized terms used without definition below to have the
meanings ascribed to them in the Credit Agreement. Upon receipt by the Agent of
counterparts hereof while, taken together, bear the signatures of the Borrowers
and the Required Lenders, this letter shall serve to amend the Credit Agreement
as follows:
1. Amendment to Section 7.11 (Liens).
Section 7.11(g) of the Credit Agreement shall be modified by adding the
following at the end thereof:
"and Liens on assets of the Canadian Subsidiaries in favor of London
Guarantee Insurance Company securing obligations in connection with payment
and performance bonds issued by London Guarantee Insurance Company (provided
that if, as and when Liens are granted to the Agent on assets of the Canadian
Subsidiaries the Liens on the assets of the Canadian Subsidiaries granted to
London Guarantee Insurance Company (other than moneys due or to become due
under contracts for which a surety bond has been provided by London Guarantee
Insurance Company and inventory, materials and equipment purchased for,
installed in or allocated to any such contracts) shall be subject and
subordinate to any Liens granted on such assets in favor of the Agent)"
2. Section 7.13 Capital and Certain Other Restricted Expenditures
Section 7.13 of the Credit Agreement shall be amended by striking the
phrase "or make any acquisition permitted solely by Section 7.12(i) hereof or
make any investment described in Section 7.12(n) hereof" therefrom and by adding
the following at the end thereof:
"The Borrowers will not, nor will they permit any Restricted Subsidiary to,
make any acquisition permitted solely by Section 7.12(i) hereof or make any
investment described in Section 7.12(n) hereof without the written consent of
the Required Lenders if the aggregate amount expended on account of any such
acquisition or investment would exceed $10,000,000 or if after giving effect
thereto the aggregate amount expended by the Borrowers and their Restricted
Subsidiaries from March 20, 1998 to the date of the consummation of the
acquisition or investment in question would exceed $25,000,000, provided that
consideration for investments or acquisitions which consists of capital stock
of the Company shall be excluded from the forgoing calculations."
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 Seventh Amendment to Credit Agreement
need be made in any instrument or document at any time referring to the Credit
Agreement, and any reference to the Credit Agreement in any of such shall be
deemed to be a reference to the Credit Agreement as amended hereby. The Agent is
authorized to enter into an intercreditor agreement with London Guarantee
Insurance Company and/or its Affiliates on terms which are not in any material
respect more detrimental to the Lenders than the intercreditor agreement
currently extant with Reliance Surety Company and its Affiliates. This Seventh
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 hereto on separate counterparts, each to constitute an original but all
one and the same instrument.
Date as of this 14th day of April 1998
EMCOR GROUP, INC.
By
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Its Chairman of the Board
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DYN SPECIALY CONTRACTING, INC.
By
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Its Executive Vice President
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DRAKE & XXXXX ENGINEERING LTD.
By
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Its Director
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XXXXXXXX CANADA, LTD.
By
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Its Chairman of the Board
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Accepted and agreed as of the date last above written.
XXXXXX TRUST AND SAVINGS BANK
By
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Its
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BANK OF SCOTLAND
By
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Its
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LASALLE NATIONAL BANK
By
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Its
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CORESTATES BANK, N.A.
By
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Its
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THE FUJI BANK, LIMITED, NEW YORK BRANCH
By
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Its
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