EXHIBIT 10.2
FOURTH AMENDMENT
FOURTH AMENDMENT (this "Amendment"), dated as of July 12, 2002, 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"), Credit
Lyonnais and The Bank of Nova Scotia, as syndications agents, Toronto Dominion
(Texas), Inc., as documentation agent, and JPMorgan Chase Bank, as
administrative agent (in such capacity, the "Administrative Agent").
WITNESSETH:
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. Amendment to the Credit Agreement. The definition of "Letter of
Credit Sublimit" set forth in Section 1.1 of the Credit Agreement is hereby
amended to read in its entirety as follows:
"Letter of Credit Sublimit" means $50,000,000.
III. Consent to Certain Sales. The Banks hereby consent to the sale of
the assets of Tesla Power and Automation, L.P. and Tesla Power Properties, L.P.
and the sale of the stock of Xxxx Electric, Inc. and Midlands Electrical
Contractors, Inc., in each case substantially in accordance with the written
disclosure of the terms and conditions for such sales delivered to the Banks
prior to the execution of this Amendment. Such sales shall be in addition to the
$5,000,000 annual basket for sales provided in Section 5.9(iii) of the Credit
Agreement. Upon the closing of the sale of the assets of Tesla Power and
Automation, L.P. and Tesla Power Properties, L.P., Administrative Agent is
authorized to execute and deliver releases of liens or security interests
covering the assets so sold and upon the closing of the sale of the stock of
Xxxx Electric, Inc. and Midlands Electrical Contractors, Inc., Administrative
Agent is authorized to execute and deliver releases of Xxxx Electric, Inc. and
Midlands Electrical Contractors, Inc. from any liabilities and obligations under
the Guaranty and to execute and deliver releases of
liens or security interests covering assets owned by Xxxx Electric, Inc. and
Midlands Electrical Contractors, Inc.
IV. Conditions to Effectiveness. This Amendment shall become effective
on the date on which this Amendment shall have been executed by the Borrower,
the Administrative Agent and the Banks.
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. 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.
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.
INTEGRATED ELECTRICAL SERVICES, INC.
By:
--------------------------------------
Name:
------------------------------------
Title
------------------------------------
JPMORGAN CHASE BANK,
as Administrative Agent and as a Bank
By:
--------------------------------------
Name:
------------------------------------
Title
------------------------------------
CREDIT LYONNAIS, NEW YORK BRANCH,
as Syndication Agent and as a Bank
By:
--------------------------------------
Name:
------------------------------------
Title
------------------------------------
THE BANK OF NOVA SCOTIA,
as Syndication Agent and as a Bank
By:
--------------------------------------
Name:
------------------------------------
Title
------------------------------------
TORONTO DOMINION (TEXAS), INC.,
as Documentation Agent and as a Bank
By:
--------------------------------------
Name:
------------------------------------
Title
------------------------------------
BANK OF SCOTLAND
By:
--------------------------------------
Name:
------------------------------------
Title
------------------------------------
FIRST BANK & TRUST
By:
--------------------------------------
Name:
------------------------------------
Title
------------------------------------
U. S. BANK NATIONAL ASSOCIATION
(formerly known as FIRSTAR BANK, N.A.)
By:
--------------------------------------
Xxxxxxx X. Xxxxxx, Vice President
RZB FINANCE LLC
By:
--------------------------------------
Name:
------------------------------------
Title
------------------------------------
SOUTHWEST BANK OF TEXAS, N.A.
By:
--------------------------------------
Name:
------------------------------------
Title
------------------------------------
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 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.
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.
XXXXXXXX XXXXXXXX ELECTRIC COMPANY
HOLLAND ELECTRICAL SYSTEMS, INC.
XXXXXXX-XXXXXXXX ELECTRIC, INC.
XXXXXXX-XXXXXXXX MANAGEMENT LLC
XXXXXX XXXXXXXX ELECTRIC CO., INC.
IES COMMUNICATIONS, INC.
IES CONTRACTORS MANAGEMENT LLC
IES ELECTRICAL 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.
MIDLANDS ELECTRICAL CONTRACTORS,
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, INC.
XXXX ELECTRIC MANAGEMENT LLC
NEW TECHNOLOGY ELECTRICAL
CONTRACTORS, 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.
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.
XXXXX ELECTRIC CO., INC.
XXXXXX ELECTRICAL CONTRACTING, INC.
By:
--------------------------------------
Xxxxxxx Xxxxxxxx, Chief Financial
Officer
XXXXX XXXX HOLDINGS LLC
BW/BEC, L.L.C.
XXXXXXX HOLDINGS LLC
DKD ELECTRIC COMPANY, INC.
XXXXXXX-XXXXXXXX HOLDINGS LLC
ICS HOLDINGS LLC
IES CONTRACTORS HOLDINGS LLC
IES HOLDINGS LLC
X.X. XXXX HOLDINGS LLC
XXXXX ELECTRICAL HOLDINGS LLC
NBH HOLDING CO., INC.
XXXXXXX SUMMIT HOLDINGS INC.
XXXXXX HOLDINGS LLC
TESLA POWER (NEVADA), INC.
By:
--------------------------------------
Xxxxxxxx X. Xxxxx, President
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 CONTRACTORS 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
TESLA POWER AND AUTOMATION, L.P.
TESLA POWER PROPERTIES, L.P.
By: ITS GENERAL PARTNER
By:
---------------------------------
Xxxxxxx Xxxxxxxx,
Chief Financial Officer
