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EXHIBIT 10.7
AMENDMENT NO. 1
This Amendment No. 1 dated as of March 6, 1998 (this "Agreement"), is
among Integrated Electrical Services, Inc., a Delaware corporation (the
"Borrower"), the undersigned financial institutions parties to the Credit
Agreement referred to below (the "Banks"), and NationsBank of Texas, N.A., as
agent (the "Agent") for the financial institutions that are parties to the
Credit Agreement.
INTRODUCTION
Reference is made to the Credit Agreement dated as of January 30, 1998
(as modified, the "Credit Agreement"), among the Borrower, the Banks, and the
Agent, the defined terms of which are used herein unless otherwise defined
herein. The Borrower, the Banks, and the Agent have agreed to increase the
amount of the Revolving Loan Commitments under the Credit Agreement to
$70,000,000 and make other amendments to the Credit Agreement as set forth
herein in connection therewith.
THEREFORE, in connection with the foregoing and for other good and
valuable consideration, the Borrower, the Banks, and the Agent hereby agree as
follows:
Section 1. Amendment.
1.1 NationsBank of Texas, N.A., as the sole Bank party to the
Credit Agreement prior to the execution of this Agreement, is retaining a
portion of its existing Revolving Loan Commitment and each of Bank of Scotland,
Comerica Bank - Texas, and National City Bank of Kentucky are committing to
respective Revolving Loan Commitments such that upon the effectiveness of this
Agreement, the Revolving Loan Commitments of each Bank shall be those set forth
for such Bank on the signature pages of this Agreement, and the aggregate
amount of such Revolving Loan Commitments shall be $70,000,000. The effective
date for this increase shall be the date of this Agreement, and following the
effectiveness of this Agreement and as of such date, (a) the Agent shall record
the new Revolving Loan Commitments in the Register, (b) the Agent shall
reallocate all outstanding Revolving Loan Advances and all participation
interests in Letters of Credit, if any, so that the Banks hold such Revolving
Loan Advances and participation interests in Letters of Credit ratably in
accordance with their Revolving Loan Commitments, and (c) each of Bank of
Scotland,
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Comerica Bank - Texas, and National City Bank of Kentucky shall be a party to
the Credit Agreement for all purposes and have all of the rights and
obligations of a Bank thereunder.
1.2 A new definition of "Amendment No. 1" is added to Section 1.1
of the Credit Agreement in the appropriate alphabetical order and the
definition of "Revolving Loan Commitment" in Section 1.1 of the Credit
Agreement is amended by replacing such definition in its entirety, both as set
forth below:
"Amendment No. 1" means the Amendment No. 1 dated as of March
6, 1998, among the Borrower, the Agent, and the Banks amending and
waiving the terms of this Agreement.
"Revolving Loan Commitment" means, for any Bank, the amount
set forth below such Bank's name on the signature pages of the
Amendment No. 1 as its Revolving Loan Commitment, or if such Bank has
entered into any Assignment and Acceptance since the date of the
Amendment No. 1, as set forth for such Bank as its Revolving Loan
Commitment in the Register maintained by the Agent pursuant to Section
8.5(c), in each case as such amount may be terminated pursuant to
Section 6.2.
1.3 The Schedules to the Credit Agreement are amended by replacing
Schedule I to the Credit Agreement with Schedule I attached to this Agreement.
Section 2. Effectiveness. The effectiveness of the amendments in
Section 1 of this Agreement are subject to the satisfaction of the condition
precedent that the Borrower shall have delivered or shall have caused to be
delivered the documents and other items listed on the Closing Documents List
dated as of even date with this Agreement, each in form and with substance
satisfactory to the Agent and where applicable executed by the appropriate
parties thereto.
Section 3. Representations and Warranties. The Borrower represents
and warrants that (a) the execution, delivery, and performance of this
Agreement are within the corporate power and authority of the Borrower and have
been duly authorized by appropriate proceedings, (b) this Agreement constitutes
legal, valid, and binding obligations of the Borrower enforceable in accordance
with its terms, except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting the rights of creditors
generally and general principles of equity, and (c) upon the effectiveness of
this Agreement and the amendment of the Credit Documents as provided for
herein, the representations and warranties contained in each Credit Document
are true and correct in all material respects,
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no Event of Default exists under the Credit Documents, and there shall have
occurred no event which with notice or lapse of time would become an Event of
Default under the Credit Documents.
Section 4. Effect on Credit Documents. As amended herein, the
Credit Documents remain in full force and effect. Except as specifically set
forth herein, nothing herein shall act as a waiver of any of the Agent's or the
Banks' rights under the Credit Documents as amended, including the waiver of
any default or event of default, however denominated. The Borrower must
continue to comply with the terms of the Credit Documents, as amended. This
Agreement is a Credit Document for the purposes of the provisions of the other
Credit Documents. Without limiting the foregoing, any breach of
representations, warranties, and covenants under this Agreement may be a
default or event of default under other Credit Documents.
Section 5. Effectiveness. This Agreement shall be effective as of
the date hereof when the Agent shall have received duly executed counterparts
hereof signed by the Borrower, the Agent, and the Banks.
Section 6. Miscellaneous. The miscellaneous provisions of the
Credit Agreement apply to this Agreement. This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of Texas.
This Agreement may be signed in any number of counterparts, each of which shall
be an original, and may be executed and delivered by telecopier.
THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS REPRESENT THE FINAL
AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
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THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
EXECUTED as of the date first above written.
BORROWER:
INTEGRATED ELECTRICAL SERVICES, INC.
By: /s/ XXXXX X. XXXX
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Xxx X. Xxxx
Senior Vice President and
Chief Financial Officer
AGENT:
NATIONSBANK OF TEXAS, N.A., as Agent
By: /s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
Vice President
BANKS:
NATIONSBANK OF TEXAS, N.A.
Revolving Loan Commitment: By: /s/ XXXXXX X. XXXXX
$25,000,000 --------------------------------
Xxxxxx X. Xxxxx
Vice President
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BANK OF SCOTLAND
Revolving Loan Commitment: By: /s/ XXXXX XXXX TAT
$15,000,000 ---------------------------------
Xxxxx Xxxx Tat
Vice President
COMERICA BANK - TEXAS
Revolving Loan Commitment: By: /s/ XXXX XXXXXXX
$15,000,000 ---------------------------------
Xxxx Xxxxxxx
Vice President
NATIONAL CITY BANK OF KENTUCKY
Revolving Loan Commitment: By: /s/ XXX XXXXXXX
$15,000,000 ---------------------------------
Xxx Xxxxxxx
Vice President
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