Exhibit 10.2
FOURTH AMENDMENT TO RESTATED UNDERWRITING, CONTINUING
INDEMNITY, AND SECURITY AGREEMENT
THIS FOURTH AMENDMENT TO RESTATED UNDERWRITING, CONTINUING INDEMNITY, AND
SECURITY AGREEMENT ("this Fourth Amendment") is entered into as of the ___ day
of October, 2007, by and among INTEGRATED ELECTRICAL SERVICES, INC., a Tennessee
corporation, and certain of its Affiliates and Subsidiaries identified on
Exhibit A, in their capacity as named Principal under any Bond (individually and
collectively "Principal"); and INTEGRATED ELECTRICAL SERVICES, INC., a Delaware
corporation, and certain of its Affiliates and Subsidiaries identified on
Exhibit B (along with Principal, individually and collectively "Indemnitors");
and FEDERAL INSURANCE COMPANY, an Indiana corporation, its Affiliates and
Subsidiaries and their respective co-sureties and reinsurers, and their
respective successors and permitted assigns (individually and collectively
"Surety"). All capitalized terms will have the meaning set out in Section 1.
W I T N E S S E T H:
WHEREAS, Indemnitors and Surety entered into that certain Restated
Underwriting, Continuing Indemnity, and Security Agreement dated as of May 12,
2006, as amended by First Amendment to Restated Underwriting, Continuing
Indemnity, and Security Agreement dated as of October 31, 2006, Rider to Add
Principal/Indemnitor and Second Amendment to Restated Underwriting, Continuing
Indemnity, and Security Agreement dated as of December 28, 2006, and Third
Amendment to Restated Underwriting, Continuing Indemnity, and Security Agreement
dated as of May 1, 2007 (collectively "the Agreement"), the terms of which are
incorporated herein by this reference; and
WHEREAS, the parties desire to enter into this Fourth Amendment for the
purpose of amending and modifying the Agreement, as set out in this Fourth
Amendment.
NOW, THEREFORE, in consideration of the foregoing premises and other
mutual considerations, the undersigned agree as follows:
1. Definitions. Unless otherwise specifically defined in this Fourth
Amendment, all capitalized terms will have the meaning set out in the Agreement.
2. Bonds; Conditions Precedent to all Bonds. The reference to a One
Hundred Million Dollars ($100,000,000) limitation on Bonded Backlog is deleted
from paragraph (m) of Section 3 of the Agreement and replaced with a reference
to One Hundred Fifty Million Dollars ($150,000,000).
3. Consent of Lender. Indemnitors will obtain the agreement of Bank of
America, N.A. to amend the existing Intercreditor Agreement to delete any
limitation on the aggregate penal amount of Bonds that may be issued per month
from and after June 1, 2006.
4. Representations and Warranties of Indemnitors. Each Indemnitor
represents and warrants to Surety that all of the representations and warranties
made by Indemnitors in the Agreement (whether made as an Indemnitor or as a
Principal) and in this Fourth Amendment are true and correct as applicable to
such Principal or Indemnitor in all material respects, as of the date hereof
(except to the extent its representations and warranties specifically relate to
an earlier date).
5. Continuing Effect. Except as specifically set forth in this Fourth
Amendment, the Agreement remains in full force and effect as originally written.
6. Counterparts. This Fourth Amendment may be executed by the parties
independently in any number of counterparts, all of which together will
constitute but one and the same instrument which is valid and effective as if
all parties had executed the same counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment
as of the day and year first above written.
SURETY:
FEDERAL INSURANCE COMPANY
By: _______________________________________
Its: ______________________________________
PRINCIPAL:
INTEGRATED ELECTRICAL SERVICES, INC.
By: _______________________________________
Xxxx Xxxxxxx, Senior Vice President
ALADDIN XXXX ELECTRIC & AIR, INC.
AMBER ELECTRIC, INC.
ARC ELECTRIC, INCORPORATED
XXXXXXXXX ELECTRIC, INC.
XXXXXX ELECTRIC COMPANY, INC.
COMMERCIAL ELECTRICAL CONTRACTORS, INC.
CROSS STATE ELECTRIC, INC.
XXXXXX ELECTRICAL CONTRACTORS, INC.
XXXXX ELECTRICAL CONSTRUCTORS, INC.
ELECTRO-TECH, INC.
FEDERAL COMMUNICATIONS GROUP, INC.
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XXXXXXXX XXXXXXXX ELECTRIC COMPANY
IES HOUSTON RESOURCES, INC.
XXXXXX ELECTRIC, INC.
XXXX XXXXXXXXX, INCORPORATED
XXXXXXXX ELECTRIC, INC.
MID-STATES ELECTRIC COMPANY, INC.
XXXXXXXX ELECTRIC COMPANY, INC.
XXXXXX ELECTRICAL CONTRACTORS, INC.
XXXXXXX ELECTRIC COMPANY, INC.
NEW TECHNOLOGY ELECTRICAL CONTRACTORS,
INC. PAN AMERICAN
ELECTRIC, INC. XXXXXX
ELECTRIC COMPANY, INC.
PRIMENET, INC. PRIMO
ELECTRIC COMPANY XXXXXXX
ELECTRIC COMPANY, INC. RON'S
ELECTRIC, INC. XXXXXX XXXX &
COMPANY VALENTINE
ELECTRICAL, INC.
By: __________________________________________
Xxxx Xxxxxxx
Vice President
BEXAR ELECTRIC COMPANY, LTD.
By: BW/BEC Inc., its general partner
By: ______________________________________
Xxxx Xxxxxxx
Vice President
XXXXXXXX ELECTRIC, LTD.
By: General Partner, Inc., its general partner
By: ______________________________________
Xxxx Xxxxxxx
Vice President
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XXXXXXX-XXXXXXXX ELECTRICAL
CONTRACTORS LP
By: Xxxxxxx-Xxxxxxxx Management LLC, its
general partner
By: _______________________________________
Xxxx Xxxxxxx
Vice President
XXXXX ELECTRIC LP
By: Xxxxx Management LLC
By: _______________________________________
Xxxx Xxxxxxx
Vice President
XXXX ELECTRIC LP
By: BW/BEC Inc., its general partner
By: _______________________________________
Xxxx Xxxxxxx
Vice President
XXXXXX ELECTRIC LP
By: Xxxxxx Management LLC, its general partner
By: _______________________________________
Xxxx Xxxxxxx
Vice President
RIVIERA ELECTRIC, LLC
By: __________________________________________
Xxxx Xxxxxxx
Vice President
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INDEMNITORS:
INTEGRATED ELECTRICAL SERVICES, INC.
By: _______________________
Xxxx Xxxxxxx, Senior Vice President
ALADDIN XXXX ELECTRIC & AIR, INC.
AMBER ELECTRIC, INC.
ARC ELECTRIC, INCORPORATED
XXXXXXXXX ELECTRIC, INC.
XXXXXX ELECTRIC COMPANY, INC.
COMMERCIAL ELECTRICAL CONTRACTORS, INC.
CROSS STATE ELECTRIC, INC.
XXXXXX ELECTRICAL CONTRACTORS, INC.
XXXXX ELECTRICAL CONSTRUCTORS, INC.
ELECTRO-TECH, INC.
FEDERAL COMMUNICATIONS GROUP, INC.
XXXXXXXX XXXXXXXX ELECTRIC COMPANY
IES HOUSTON RESOURCES, INC.
XXXXXX ELECTRIC, INC.
XXXX XXXXXXXXX, INCORPORATED
XXXXXXXX ELECTRIC, INC.
MID-STATES ELECTRIC COMPANY, INC.
XXXXXXXX ELECTRIC COMPANY, INC.
XXXXXX ELECTRICAL CONTRACTORS, INC.
XXXXXXX ELECTRIC COMPANY, INC.
NEW TECHNOLOGY ELECTRICAL CONTRACTORS,
INC.
PAN AMERICAN ELECTRIC, INC.
XXXXXX ELECTRIC COMPANY, INC.
PRIMENET, INC.
PRIMO ELECTRIC COMPANY
XXXXXXX ELECTRIC COMPANY, INC.
RON'S ELECTRIC, INC.
XXXXXX XXXX & COMPANY
VALENTINE ELECTRICAL, INC.
By: __________________________________________
Xxxx Xxxxxxx
Vice President
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BEXAR ELECTRIC COMPANY, LTD.
By: BW/BEC Inc., its general partner
By: ____________________________________
Xxxx Xxxxxxx
Vice President
XXXXXXXX ELECTRIC, LTD.
By: General Partner, Inc., its general partner
By: ____________________________________
Xxxx Xxxxxxx
Vice President
XXXXXXX-XXXXXXXX ELECTRICAL
CONTRACTORS LP
By: Xxxxxxx-Xxxxxxxx Management LLC, its
general partner
By: ____________________________________
Xxxx Xxxxxxx
Vice President
XXXXX ELECTRIC LP
By: Xxxxx Management LLC
By: ____________________________________
Xxxx Xxxxxxx
Vice President
XXXX ELECTRIC LP
By: BW/BEC Inc., its general partner
By: ____________________________________
Xxxx Xxxxxxx
Vice President
6
XXXXXX ELECTRIC LP
By: Xxxxxx Management LLC, its general partner
By: ____________________________________
Xxxx Xxxxxxx
Vice President
RIVIERA ELECTRIC, LLC
By: ____________________________________
Xxxx Xxxxxxx
Vice President
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