--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Exhibit 4.2
EMCOR, Inc. First Amendment to Credit Agreement
Xxxxxx Trust and Savings Chicago, Illinois and the other Lenders from time to
time party hereto
Gentlemen:
We refer to the Credit Agreement dated as of June 19, 1996 as
currently in effect between The Company, DYN 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. Addition of EMCOR (UK) Limited as a Borrower.
Subject to all of the terms and conditions hereof and of the Credit
Agreement, EMCOR (UK) Limited, a United Kingdom corporation ("EMCOR UK") shall
be and become a Borrower under the Credit Agreement with a Sublimit equal to the
U.S. Dollar Equivalent of (pound)9,000,000 and subject to such Sublimit EMCOR UK
Limited shall have all of the rights and obligations of a "Borrower" under the
Credit Agreement all with the same force and effect as though it were a
signatory as a Borrower thereto.
2. 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 First Amendment to Credit Agreement
need be made in any instrument or document at any time or 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 First
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. Any revolving Credit Note executed by EMCOR U.K. shall
constitute a "Revolving Credit Note" and a "Note" for all purposes of the Loan
Documents.
Dated as of this 27th day of September 1996.
EMCOR Group, Inc.
BY /S/ XXXXX X. XXXXXXXX
------------------------
ITS CHAIRMAN OF THE BOARD, PRESIDENT
Dyn Specialty Contracting Inc.
BY /S/ XXXXXXX X. XXXX
----------------------
ITS PRESIDENT AND CHIEF EXECUTIVE OFFICER
EMCOR (UK) Limited
BY /S/ XXXXX X. XXXXXXXX
------------------------
ITS DIRECTOR
Accepted and agreed as of the date last above written.
Xxxxxx Trust and Savings Bank
BY /S/ XXXXXX X. XXXX
---------------------
ITS VICE PRESIDENT