EXHIBIT 10.1
FIFTH AMENDMENT
FIFTH AMENDMENT (this "Amendment"), dated as of May 27, 2003, to the
Credit Agreement, dated as of May 22, 2001 (as further amended, supplemented or
modified from time to time, the "Credit Agreement"), among Integrated Electrical
Services, Inc., a Delaware corporation (the "Borrower"), certain financial
institutions which are or may become parties thereto (the "Banks"), Bank of
Scotland and LaSalle Bank National Association, as syndications agents, and
JPMorgan Chase Bank, as administrative agent (in such capacity, the
"Administrative Agent").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, pursuant to the Credit Agreement, the Banks have agreed to
make, and have made, certain loans and other extensions of credit to the
Borrower;
WHEREAS, the Borrower has requested that the Administrative Agent and
the Banks amend a certain provision of the Credit Agreement; and
WHEREAS, the Administrative Agent and the Banks are willing to agree to
the requested amendment on the terms and conditions contained herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
I. Defined Terms. Terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement, as amended
hereby.
II. Amendments to the Credit Agreement.
1. The definition of "Annual Aggregate Acquisition Limit" set forth in
Section 1.1 of the Credit Agreement (Certain Defined Terms) is hereby amended to
read in its entirety as follows:
"Annual Aggregate Acquisition Limit" means $30,000,000 for
each of the fiscal years ending September 30, 2003, September 30, 2004,
September 30, 2005 and September 30, 2006, respectively.
2. The definition of "EBIT" set forth in Section 1.1 of the Credit
Agreement (Certain Defined Terms) is hereby amended to read in its entirety as
follows:
"EBIT" means, with respect to any Person and for any period of
its determination, the consolidated net income (excluding extraordinary
gains and losses) of such Person for such period, plus the consolidated
interest expense and income taxes of such Person for such period;
provided that, notwithstanding anything herein to the contrary, for the
purpose of calculating EBIT, (i) impairment to goodwill calculated in
accordance with FASB Statement No. 142, Goodwill and Other Intangibles,
shall be disregarded and (ii)
losses from non-cash write downs of the investments described on
Exhibit K hereto shall be disregarded.
3. The definition of "EBITDA" set forth in Section 1.1 of the Credit
Agreement (Certain Defined Terms) is hereby amended to read in its entirety as
follows:
"EBITDA" means, with respect to any Person and for any period
of its determination, the consolidated net income (excluding
extraordinary gains and losses) of such Person for such period, plus
the consolidated interest expense and income taxes of such Person for
such period, plus the consolidated depreciation and amortization of
such Person for such period; provided that, notwithstanding anything
herein to the contrary, for the purpose of calculating EBITDA, (i)
impairment to goodwill calculated in accordance with FASB Statement No.
142, Goodwill and Other Intangibles, shall be disregarded and (ii)
losses from non-cash write downs of the investments described on
Exhibit K hereto shall be disregarded.
4. The definition of "Net Worth" set forth in Section 1.1 of the Credit
Agreement (Certain Defined Terms) is hereby amended to read in its entirety as
follows:
"Net Worth" means, with respect to any Person and as of any
date of its determination, the excess of (a) the assets of such Person
over (b) the liabilities of such Person; provided that, notwithstanding
anything herein to the contrary, for the purpose of calculating Net
Worth, (i) adjustments to goodwill calculated in accordance with FASB
Statement No. 142, Goodwill and Other Intangibles, shall be disregarded
and (ii) losses from non-cash write downs of the investments described
on Exhibit K hereto shall be disregarded.
5. The definition of "Revolving Loan Maturity Date" set forth in
Section 1.1 of the Credit Agreement (Certain Defined Terms) is hereby amended to
read in its entirety as follows:
"Revolving Loan Maturity Date" means May 22, 2006.
6. Section 2.5(a) of the Credit Agreement (Commitment Fees) is hereby
amended to read in its entirety as follows:
(a) Commitment Fees. The Borrower shall pay to the
Administrative Agent for the ratable benefit of the Banks a per annum
unused commitment fee on the average daily amount by which (i) the
aggregate amount of the Revolving Loan Commitments exceeds (ii) the
aggregate outstanding amount of the Revolving Loan plus the Letter of
Credit Exposure equal to the percentage amount set forth in the table
below opposite the applicable ratio of (a) the consolidated Total Debt
of the Borrower as of the end of the fiscal quarter then most recently
ended to (b) the consolidated EBITDA of the Borrower for the four
fiscal quarters then most recently ended:
2
Total Debt to EBITDA Commitment Fee
-------------------- --------------
< 2.00 0.375%
-
> 2.00 0.50%
provided, however, that on each day that less than twenty-five percent
(25%) of the Revolving Loan Commitments shall be utilized, such unused
commitment fee percentage shall be increased by 0.125% over the
applicable percentage shown above. The unused commitment fee shall be
due and payable in arrears on the last day of each calendar quarter and
on the Revolving Loan Maturity Date.
Determination of Total Debt to EBITDA for purposes of calculating the
commitment fees payable under this Section 2.5(a) shall be based on the
same calculation applied in Section 5.5(b)(ii) using the applicable
Compliance Certificate and the adjusted financial reports contained in
Schedule B of such Compliance Certificate.
7. Section 5.5(b)(ii) of the Credit Agreement (Maximum Total Debt to
EBITDA Ratio) is hereby amended to read in its entirety as follows:
(ii) Maximum Total Debt to EBITDA Ratio. As of the last day of
each fiscal quarter of the Borrower, the Borrower shall not permit the
ratio of (a) the consolidated Total Debt of the Borrower as of end of
such fiscal quarter minus, so long as there are no outstanding
Revolving Loans as of such date, cash on the consolidated balance sheet
of the Borrower as of such date to (b) the consolidated EBITDA of the
Borrower for the preceding four fiscal quarters then ended, to be
greater than the applicable ratios set forth below as of the dates
indicated:
Fiscal Quarter Ending Ratio
--------------------- -----
March 31, 2003 4.00 to 1.00
June 30, 2003 3.75 to 1.00
September 30, 2003 3.75 to 1.00
December 31, 2003 3.50 to 1.00
March 31, 2004 3.50 to 1.00
June 30, 2004 and each
fiscal quarter thereafter 3.25 to 1.00
Compliance with this Section 5.5(b)(ii) shall be determined in the
applicable Compliance Certificate based upon the adjusted financial
reports contained in Schedule B of such Compliance Certificate.
8. Section 5.5(c) of the Credit Agreement (Minimum Interest Coverage
Ratio) is hereby amended to read in its entirety as follows:
(c) Minimum Interest Coverage Ratio. As of the last day of
each fiscal quarter, the Borrower shall not permit the ratio of (i) the
consolidated EBIT of the
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Borrower for the preceding four fiscal quarters then ended to (ii) the
consolidated Interest Expense of the Borrower (to the extent paid in
cash) for the preceding four fiscal quarters then ended minus any
income of the Borrower or any of its consolidated Subsidiaries during
such period which is attributable to any Interest Hedge Agreement plus
any expenses of the Borrower or any of its consolidated Subsidiaries
during such period which is attributable to any Interest Hedge
Agreement, to be less than the applicable ratios set forth below as of
the dates indicated:
Fiscal Quarter Ending Ratio
--------------------- -----
March 31, 2003 2.00 to 1.00
June 30, 2003 2.00 to 1.00
September 30, 2003 2.25 to 1.00
December 31, 2003 2.25 to 1.00
March 31, 2004 and each
fiscal quarter thereafter 2.50 to 1.00
Compliance with this Section 5.5(c) shall be determined in the
applicable Compliance Certificate based upon the adjusted financial
reports contained in Schedule B of such Compliance Certificate.
9. Section 5.9(c)(ii) of the Credit Agreement is hereby amended to read
in its entirety as follows:
(ii) At any time after the Subordinated Debt Event, the Borrower or
any Subsidiary of the Borrower may make any Acquisition (by
purchase or merger) provided that (A) the Borrower or such
Subsidiary of the Borrower is the acquiring or surviving
entity, (B) the aggregate of all consideration (other than
common stock of the Borrower) paid by the Restricted Entities
in connection with any Acquisition does not exceed $15,000,000
without the prior consent of the Majority Banks, (C) the
aggregate of all consideration (other than common stock of the
Borrower) paid by the Restricted Entities in connection with
all Acquisitions during any fiscal year does not exceed the
Annual Aggregate Acquisition Limit for the applicable year
without the prior consent of the Majority Banks, (D) no
Default or Event of Default exists and the Acquisition would
not reasonably be expected to cause a Default or Event of
Default after giving pro forma effect thereto (including any
default under Section 5.5 with respect to historical and
future pro forma financial status and results), (E) the
acquired assets are in substantially the same business as the
Borrower, and (F) as of the last day of the fiscal quarter
then most recently ended prior to the date of any such
Acquisition for which financial statements have been delivered
to the Banks pursuant to Section 5.2, the ratio of (a) the
consolidated Total Debt of the Borrower as of the end of such
fiscal quarter minus, so long as there are no outstanding
Revolving Loans as of such date, cash on the consolidated
balance sheet of the Borrower as of such date to (b) the
consolidated EBITDA of the Borrower for the preceding four
fiscal quarters then ended, shall not exceed than the
applicable ratios set forth below as of the dates indicated:
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Fiscal Quarter Ending Ratio
--------------------- -----
March 31, 2003 3.75 to 1.00
June 30, 2003 3.50 to 1.00
September 30, 2003 3.50 to 1.00
December 31, 2003 3.25 to 1.00
March 31, 2004 3.25 to 1.00
June 30, 2004 and each
fiscal quarter thereafter 3.00 to 1.00
Compliance with this Section 5.9(c)(ii) shall be based on the
same calculation applied in Section 5.5(b)(ii) using the
applicable Compliance Certificate and the adjusted financial
reports contained in Schedule B of such Compliance
Certificate.
10. Section 5.10 of the Credit Agreement (Distributions) is hereby
amended to read in its entirety as follows:
5.10 Distributions. The Borrower shall not (a) declare or pay
any dividends; (b) purchase, redeem, retire or otherwise acquire for
value any of its capital stock now or hereafter outstanding; (c) make
any distribution of assets to its stockholders as such, whether in
cash, assets or in obligations of it; (d) allocate or otherwise set
apart any sum for the payment of any dividend or distribution on, or
for the purchase, redemption or retirement of, any shares of its
capital stock; or (e) make any other distribution by reduction of
capital or otherwise in respect of any shares of its capital stock;
except that the Borrower may make payments of dividends on Qualified
Preferred Stock; provided, however, that the Borrower may repurchase
from the holders thereof capital stock of the Borrower and/or purchase
or repay Subordinated Debt of the Borrower so long as:
(i) no Default is continuing or would result therefrom;
(ii) the aggregate amounts applied to repurchase capital
stock or to purchase or repay Subordinated Debt after
May 27, 2003 shall not exceed the lesser of (1) if
there are no outstanding Revolving Loans at the time
of the applicable repurchase, purchase or repayment,
$70,000,000 and if there are any outstanding
Revolving Loans at the time of the applicable
repurchase, purchase or repayment, $50,000,000 or (2)
sum of $30,000,000 plus fifty percent (50%) of the
cumulative quarterly consolidated net income (less
100% of the cumulative consolidated net loss) of the
Borrower for each fiscal quarter of the Borrower
commencing with the fiscal quarter ending on March
31, 2003 and ending on the last day of the fiscal
quarter then most recently ended prior to the date of
any such repurchase of capital stock or purchase or
repayment of Subordinated Debt for which financial
statements have been delivered to the Banks pursuant
to Section 5.2,
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(iii) the aggregate amounts applied to repurchase capital
stock after May 27, 2003 shall not exceed
$20,000,000, and
(iv) as of the last day of the fiscal quarter then most
recently ended prior to the date of any such
repurchase of capital stock or purchase or repayment
of Subordinated Debt for which financial statements
have been delivered to the Banks pursuant to Section
5.2, the ratio of (a) the consolidated Total Debt of
the Borrower as of the end of such fiscal quarter
minus, so long as there are no outstanding Revolving
Loans as of such date, cash on the consolidated
balance sheet of the Borrower as of such date to (b)
the consolidated EBITDA of the Borrower for the
preceding four fiscal quarters then ended, shall not
exceed than the applicable ratios set forth below as
of the dates indicated:
Fiscal Quarter Ending Ratio
--------------------- -----
March 31, 2003 3.75 to 1.00
June 30, 2003 3.50 to 1.00
September 30, 2003 3.50 to 1.00
December 31, 2003 3.25 to 1.00
March 31, 2004 3.25 to 1.00
June 30, 2004 and each
fiscal quarter thereafter 3.00 to 1.00
Compliance with this Section 5.10(iv) shall be based
on the same calculation applied in Section 5.5(b)(ii)
using the applicable Compliance Certificate and the
adjusted financial reports contained in Schedule B of
such Compliance Certificate.
11. Schedule I-A to the Credit Agreement is hereby amended to be
identical to Schedule I-A attached hereto. Banks agree that, notwithstanding
anything to the contrary set forth in the Credit Agreement, any Bank may agree
to an increase of its Revolving Loan Commitment and any new Bank may agree to an
new Revolving Loan Commitment, in each case with the prior written consent of
the Borrower and the Administrative Agent (but without necessity for consent by
any Bank or other Bank, as the case may be), so long as the aggregate of all
Revolving Loan Commitments, after giving effect to any such increase, does not
exceed $150,000,000.
12. A new Exhibit K is hereby added to the Credit Agreement, such new
exhibit to be identical to Exhibit K attached hereto.
IV. Conditions to Effectiveness. This Amendment shall become effective
on the date on which (i) this Amendment shall have been executed by the
Borrower, the Administrative Agent and the Banks and the Borrower shall have
executed and delivered to the Administrative such additional Notes or other Loan
Documents as the Administrative Agent may reasonably require, (ii) the Borrower
shall have paid to the Administrative Agent, for disbursement to each Bank, such
commitment fees as the Borrower and the Administrative Agent shall have agreed
6
upon and (iii) the Administrative Agent shall have received an opinion from
Borrower's counsel in form and substance reasonably acceptable to the
Administrative Agent.
V. General.
1. Representations and Warranties. The Borrower represents and warrants
that the representations and warranties made by the Borrower in the Credit
Documents are true and correct in all material respects on and as of the date
hereof, after giving effect to the effectiveness of this Amendment, as if made
on and as of the date hereof, and no Default or Event of Default has occurred
and is continuing.
2. Payment of Expenses. The Borrower agrees to pay or reimburse the
Administrative Agent for all of its out-of-pocket costs and reasonable expenses
incurred in connection with this Amendment, any other documents prepared in
connection herewith and the transactions contemplated hereby, including, without
limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.
3. No Other Amendments. This Amendment shall not be construed as a
waiver or consent to any further or future action on the part of the Borrower
that would require a waiver or consent of the Administrative Agent and/or the
Banks. Except as expressly amended hereby, the provisions of the Credit
Agreement are and shall remain in full force and effect.
4. Syndication Agents. From and after the effective date of this
Amendment, Bank of Scotland and LaSalle Bank National Association shall be the
Syndication Agents under the Credit Agreement.
5. Governing Law; Counterparts.
(a) This Amendment and the rights and obligations of the parties hereto
shall be governed by, and construed and interpreted in accordance with, the laws
of the State of New York.
(b) This Amendment may be executed by one or more of the parties to
this Amendment on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. This Amendment may be delivered by facsimile transmission of the
relevant signature pages hereof.
7
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
Schedule I-A -Commitments
Exhibit K - Certain Investments
INTEGRATED ELECTRICAL SERVICES, INC.
By:
---------------------------------------
Name:
-------------------------------------
Title
-------------------------------------
8
JPMORGAN CHASE BANK,
as Administrative Agent and as a Bank
By:
---------------------------------------
Name:
-------------------------------------
Title
-------------------------------------
9
BANK OF SCOTLAND,
as Syndications Agent and as a Bank
By:
---------------------------------------
Name:
-------------------------------------
Title
-------------------------------------
10
LASALLE BANK NATIONAL ASSOCIATION,
as Syndications Agent and as a Bank
By:
---------------------------------------
Name:
-------------------------------------
Title
-------------------------------------
11
U. S. BANK NATIONAL ASSOCIATION
(formerly known as FIRSTAR BANK, N.A.)
By:
---------------------------------------
Xxxxxxx X. Xxxxxx, Vice President
12
XXXXX FARGO BANK TEXAS, N.A.
By:
---------------------------------------
Name:
-------------------------------------
Title
-------------------------------------
13
FIRST AMERICAN BANK, SSB
By:
---------------------------------------
Name:
-------------------------------------
Title
-------------------------------------
14
FIRST BANK & TRUST
By:
---------------------------------------
Name:
-------------------------------------
Title
-------------------------------------
00
XXXXXXXXX XXXX XX XXXXX, N.A.
By:
---------------------------------------
Name:
-------------------------------------
Title
-------------------------------------
16
The undersigned hereby join in this Amendment to evidence their consent to
execution by Borrower of this Amendment, to confirm that each Credit Document
now or previously executed by the undersigned applies and shall continue to
apply to the Credit Agreement, as amended hereby, and to acknowledge that
without such consent and confirmation, the Banks would not execute this
Amendment.
1ST GROUP TELECOMMUNICATIONS, INC.
ACE/XXXXXX ELECTRIC, INC.
ALADDIN XXXX ELECTRIC & AIR, INC.
AMBER ELECTRIC, INC.
XXXXXXXX & XXXX CONSTRUCTION CO., INC.
ARC ELECTRIC, INCORPORATED
XXXXXXXXX ELECTRIC, INC.
BEAR ACQUISITION CORPORATION
BRINK ELECTRIC CONSTRUCTION CO.
XXXXX XXXX ELECTRIC, INC.
XXXXX XXXX MANAGEMENT LLC
XXXXXX ELECTRIC COMPANY, INC.
BW CONSOLIDATED, INC.
BW/BEC, INC.
XXXXXX ELECTRICAL CONTRACTING, INC.
XXXXXXX MANAGEMENT LLC
XXXXXXX SYSTEMS, INC.
XXXXXXX X. XXXXX COMPANY, INC.
XXXXXXX ELECTRIC COMPANY, INC.
COMMERCIAL ELECTRICAL CONTRACTORS, INC.
CROSS STATE ELECTRIC, INC.
CYPRESS ELECTRICAL CONTRACTORS, INC.
XXXXXX ELECTRICAL CONTRACTORS, INC.
XXXXXX ELECTRICAL OF TREASURE COAST INC.
XXXXXX INTEGRATED TECHNOLOGIES, INC.
XXXXX ELECTRICAL CONSTRUCTORS, INC.
DELCO ELECTRIC, INC.
DKD ELECTRIC COMPANY, INC.
ELECTRO-TECH, INC.
EMC ACQUISITION CORPORATION
XXXXXX X. XXXXXX ELECTRICAL, INC.
FEDERAL COMMUNICATIONS GROUP, INC.
FLORIDA INDUSTRIAL ELECTRIC, INC.
GENERAL PARTNER, INC.
XXXX ELECTRIC COMPANY, INC.
X.X. XXXXX, INC.
00
XXXXXXXX XXXXXXXX ELECTRIC COMPANY
HOLLAND ELECTRICAL SYSTEMS, INC.
XXXXXXX-XXXXXXXX ELECTRIC, INC.
XXXXXXX-XXXXXXXX MANAGEMENT LLC
XXXXXX XXXXXXXX ELECTRIC CO., INC.
ICS HOLDINGS LLC
IES COMMUNICATIONS, INC.
IES CONTRACTORS MANAGEMENT LLC
IES ENC, INC.
IES ENC MANAGEMENT, INC.
IES OPERATIONS GROUP, INC.
IES PROPERTIES MANAGEMENT, INC.
IES PROPERTIES, INC.
IES RESIDENTIAL GROUP, INC.
IES SPECIALTY LIGHTING, INC.
IES VENTURES INC.
INTEGRATED ELECTRICAL FINANCE, INC.
INTELLIGENT BUILDING SOLUTIONS, INC.
X.X. XXXX ELECTRIC CO., INC.
X.X. XXXX MANAGEMENT LLC
XXXXXX ELECTRIC, INC.
KEY ELECTRICAL SUPPLY, INC.
LINEMEN, INC.
XXXX XXXXXXXXX, INCORPORATED
XXXXXXXX ELECTRIC, INC.
MID-STATES ELECTRIC COMPANY, INC.
XXXXX ELECTRICAL CONTRACTORS, INC.
XXXXX MANAGEMENT LLC
XXXXXXXX ELECTRIC COMPANY, INC.
M-S SYSTEMS, INC.
XXXXXX ELECTRICAL CONTRACTORS, INC.
XXXX ELECTRIC MANAGEMENT LLC
NEW TECHNOLOGY ELECTRICAL
CONTRACTORS, INC.
NBH HOLDING CO., INC.
XXXXXXX ELECTRIC COMPANY, INC.
PAN AMERICAN ELECTRIC COMPANY, INC.
PAN AMERICAN ELECTRIC, INC.
XXXXXX ELECTRIC COMPANY, INC.
XXXXXXX ELECTRIC INC.
PRIMENET, INC.
PRIMO ELECTRIC COMPANY
XXXXXX ELECTRIC CO., INC.
XXXXXX MANAGEMENT LLC
RKT ELECTRIC, INC.
ROCKWELL ELECTRIC, INC.
18
XXXXXXX ELECTRIC COMPANY, INC.
RON'S ELECTRIC, INC.
SPECTROL, INC.
SEI ELECTRICAL CONTRACTOR, INC.
SUMMIT ELECTRIC OF TEXAS, INC.
T&H ELECTRICAL CORPORATION
TECH ELECTRIC CO., INC.
TESLA POWER G.P., INC.
XXXXXX XXXX & COMPANY
VALENTINE ELECTRICAL, INC.
XXXXXX ELECTRICAL CONTRACTING, INC.
RIVIERA ELECTRIC LLC
IES CONTRACTORS, INC.
By:
-------------------------------------------
Xxxxxxx Xxxxxxxx, Chief Financial Officer
XXXXX XXXX HOLDINGS LLC
BW/BEC, L.L.C.
XXXXXXX HOLDINGS LLC
XXXXXXX-XXXXXXXX HOLDINGS LLC
IES HOLDINGS LLC
X.X. XXXX HOLDINGS LLC
XXXXX ELECTRICAL HOLDINGS LLC
XXXXXXX SUMMIT HOLDINGS INC.
XXXXXX HOLDINGS LLC
TESLA POWER (NEVADA), INC.
By:
-------------------------------------------
Xxxxxx Xxxx, Manager
IES CONTRACTORS HOLDINGS LLC
BEXAR ELECTRIC II LLC
XXXXX XXXX HOLDINGS II LLC
BW/BEC II LLC XXXXXXX
HOLDINGS II LLC
XXXXXXX-XXXXXXXX HOLDINGS II LLC
IES HOLDINGS II LLC
IES PROPERTIES HOLDINGS II LLC
19
X.X. XXXX HOLDINGS II LLC
XXXXX ELECTRIC HOLDINGS II LLC
XXXXXXX SUMMIT HOLDINGS II LLC
XXXXXX HOLDINGS II LLC
TELSA POWER (NEVADA) II LLC
By:
-------------------------------------------
Xxxx Xxxx, Manager
IES REINSURANCE, LTD.
By:
-------------------------------------------
Xxxxx Xxxxxx, Vice President
IES PROPERTIES HOLDINGS, INC.
By:
-------------------------------------------
Xxxxxxxx Xxxxxxx, President
X. XXXX ELECTRIC LP
BEXAR ELECTRIC COMPANY, LTD.
XXXXXXX SYSTEMS XX
XXXXXXXX ELECTRIC, LTD.
XXXXXXX-XXXXXXXX ELECTRICAL
CONTRACTORS LP
ICS INTEGRATED COMMUNICATION
SERVICES LP
IES FEDERAL CONTRACT GROUP LP
IES MANAGEMENT LP
IES PROPERTIES LP
X.X. XXXX ELECTRICAL CONTRACTORS XX
XXXXX ELECTRIC XX
XXXX ELECTRIC XX
XXXXXXX SUMMIT ELECTRIC XX
XXXXXX ELECTRIC LP
20
TESLA POWER AND AUTOMATION, L.P.
TESLA POWER PROPERTIES, L.P.
By: ITS GENERAL PARTNER
By:
----------------------------------
Xxxxxxx Xxxxxxxx,
Chief Financial Officer
21
SCHEDULE I-A
------------
REVOLVING LOAN COMMITMENTS
--------------------------
JPMorgan Chase Bank $20,000,000
Bank of Scotland $20,000,000
LaSalle Bank National Association $20,000,000
U. S. Bank National Association $15,000,000
Xxxxx Fargo Bank Texas, N. A. $15,000,000
First American Bank, SSB $15,000,000
First Bank & Trust $10,000,000
Southwest Bank of Texas, N.A. $10,000,000
TOTAL $125,000,000
22
EXHIBIT K
1. Current Investments in Energy Photovoltaics, Inc.
2. Current Investments (and future Investments pursuant to current
commitments) in Entertech Capital Partners II L.P.
23
