EXHIBIT 10.25
EXECUTION COPY
AMENDMENT NO. 1 TO CREDIT AGREEMENT
This Amendment No. 1 to Credit Agreement, dated as of December 9,
2002 (this "Amendment"), is entered into by and between Comfort Systems USA,
Inc., a Delaware corporation ("Borrower"), and General Electric Capital
Corporation, as Agent ("Agent") for the Lenders (as defined in the Credit
Agreement referred to below).
RECITALS
WHEREAS, Borrower and Agent are parties to that certain Credit Agreement,
dated as of October 11, 2002 (the "Credit Agreement"), by and among Borrower,
the other Credit Parties signatory thereto, Agent and the Lenders from time to
time signatory thereto;
WHEREAS, Borrower desires to extend the time period within which Borrower
is required to enter into the Interest Rate Agreements as required pursuant to
Section 2.8 of the Credit Agreement;
WHEREAS, Borrower, Agent and Lenders are each desirous of entering into an
amendment to the Credit Agreement as and to the extent set forth in this
Amendment and subject to the terms and conditions set forth herein; and
WHEREAS, this document shall constitute a Loan Document and these Recitals
shall be construed as part of this Amendment;
NOW THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties, Borrower and Agent
hereby agree as follows:
1. Definitions. Except to the extent otherwise specified herein,
capitalized terms used in this Amendment shall have the same meanings ascribed
to them in the Credit Agreement and Annex A thereto.
2. Amendment. Section 2.8 of the Credit Agreement is amended by
deleting the words "within sixty (60) days after the Closing Date" in their
entirety and replacing them with the following:
"On or prior to January 15, 2003,"
3. Conditions Precedent to Effectiveness. The effectiveness of the
amendment set forth in Section 2 hereof is subject to Agent's receipt of
counterparts of this Amendment, duly executed by the Borrower and Agent.
4. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original but all
such counterparts shall constitute one and the same instrument. Delivery of an
executed counterpart
of a signature page to this Amendment by telecopier shall be as effective as
delivery of a manually executed counterpart signature page to this Amendment.
5. Costs and Expenses. As provided in Section 11.3 of the Credit
Agreement, Borrower shall pay the fees, costs and expenses incurred by Agent in
connection with the preparation, execution and delivery of this Amendment
(including, without limitation, reasonable attorneys' fees).
6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF
LAW PROVISIONS) OF THE STATE OF NEW YORK.
7. Headings. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
[Signature Pages Follow]
2
IN WITNESS WHEREOF, this Amendment has been duly executed as of the
date first written above.
BORROWER:
COMFORT SYSTEMS USA, INC.
By: /s/ J. Xxxxxx Xxxxxxxxxxxxx
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Name: J. Xxxxxx Xxxxxxxxxxxxx
Title: Executive Vice President
AGENT:
GENERAL ELECTRIC CAPITAL CORPORATION,
as Agent for Lenders
By: /s/ Xxxxxx Xxxxxxxxxx
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Its Duly Authorized Signatory
