CREDIT AGREEMENT dated as of August 31, 2007 among MYR GROUP INC. The Lenders Party Hereto FIFTH THIRD BANK as Documentation Agent CITIBANK, N.A. as Syndication Agent and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative AgentCredit Agreement • January 25th, 2008 • Myr Group Inc • Water, sewer, pipeline, comm & power line construction • New York
CREDIT AGREEMENT dated as of August 31, 2007 (as it may be amended or modified from time to time, this “Agreement”), among MYR GROUP INC., the Lenders party hereto, FIFTH THIRD BANK, as Documentation Agent, CITIBANK, N.A., as Syndication Agent and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2008 • Myr Group Inc • Water, sewer, pipeline, comm & power line construction • New York
This Agreement is made pursuant to the Purchase/Placement Agreement (the “Purchase/Placement Agreement”), dated as of December 13, 2007, by and between the Company and FBR in connection with the purchase and sale or placement of an aggregate of 17,432,552 shares of the Company’s common stock (plus an additional 1,743,254 shares to cover additional allotments, if any). In order to induce FBR to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBR, the Participants, and their respective direct and indirect transferees. The execution of this Agreement is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement.
EMPLOYMENT AGREEMENT (Gerald B. Engen, Jr.)Employment Agreement • January 25th, 2008 • Myr Group Inc • Water, sewer, pipeline, comm & power line construction • Illinois
This EMPLOYMENT AGREEMENT, dated as of December 1, 2007 (this “Agreement”), is by and between MYR Group Inc., a Delaware corporation (the “Company”), and Gerald B. Engen, Jr. (the “Key Employee”). This Agreement shall become effective upon the closing of the offering and sale of equity securities by the Company (the “Effective Date”) pursuant to a Purchase/Placement Agreement to be entered into by and between the Company and Friedman, Billings, Ramsey & Co., Inc. (the “Financing”); provided, that this Agreement shall be null and void, and of no force or effect, if such closing does not occur within ninety (90) days after the date hereof.
MYR GROUP INC. MANAGEMENT STOCKHOLDERS AGREEMENT Dated March 10, 2006 among MYR GROUP INC. and its MANAGEMENT STOCKHOLDERSManagement Stockholders Agreement • January 25th, 2008 • Myr Group Inc • Water, sewer, pipeline, comm & power line construction • Delaware
FORM OF ADDENDUM TO MARCH 10, 2006 MANAGEMENT STOCKHOLDERS AGREEMENTManagement Stockholders Agreement • January 25th, 2008 • Myr Group Inc • Water, sewer, pipeline, comm & power line construction
THIS ADDENDUM TO THE MARCH 10, 2006 MANAGEMENT STOCKHOLDERS AGREEMENT, dated as of this 20th day of June, 2007 is made between MYR GROUP INC., a Delaware Corporation, (the “Company”) and the individual employee signatory to this Addendum and is effective as of the date stated next to the signature line of the undersigned Management Stockholder.
AMENDMENT NO. 1 Dated as of October 26, 2007 to CREDIT AGREEMENT Dated as of August 31, 2007Credit Agreement • January 25th, 2008 • Myr Group Inc • Water, sewer, pipeline, comm & power line construction • New York
THIS AMENDMENT NO. 1 (“Amendment”) is made as of October 26, 2007 (the “Effective Date”) by and among MYR Group Inc., a Delaware corporation (the “Borrower”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, National Association, as Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement dated as of August 31, 2007 by and among the Borrower, the Lenders and the Administrative Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
