Amendment and Waiver to Loan and Security Agreement between Integrated Electrical Services, Inc. and Lenders (October 2006)
Integrated Electrical Services, Inc. and its subsidiaries have entered into an agreement with Bank of America, Wells Fargo Foothill, and The CIT Group to amend their existing Loan and Security Agreement. The amendment increases a specific dollar threshold in Section 9.3.2 from $18 million to $21 million. The lenders also agree to waive a past violation of this section for a specified period. All other terms of the original agreement remain unchanged, and future compliance is expected. The waiver does not apply to any other provisions or future violations.
| Exhibit 10.1 |
| October 13, 2006 Integrated Electrical Services, Inc. |
| Re: Amendment to and Waiver regarding Section 9.3.2 of the Loan Agreement |
| Ladies and Gentlemen: Reference is hereby made to that certain Loan and Security Agreement, dated as of May 12, 2006, by and among Integrated Electrical Services, Inc., a Delaware corporation (“Parent”), the other credit parties signatory thereto (the “Credit Parties”), the financial institutions from time to time party thereto (the “Lenders”) and Bank of America, N.A., as collateral and administrative agent for the Lenders (in such capacity, “Agent”) (as amended or otherwise modified from time to time, the “Loan Agreement”). Unless otherwise indicated, all terms used herein shall have the same meanings as in the Loan Agreement. Parent, on behalf of itself and the other Credit Parties, has requested that Agent and Lenders agree that effective immediately that Section 9.3.2 of the Loan Agreement be amended so that the reference to the dollar amount “-- $18,000,000” is deleted and substituted therefor is the dollar amount “ --$21,000,000”. Subject to the terms and conditions set forth herein, Agent and Lenders hereby agree to the above-described amendment to Section 9.3.2 of the Loan Agreement so that the reference to the dollar amount “-- $18,000,000” is hereby deleted and substituted therefor is the dollar amount “ -- $21,000,000”. In addition, Parent, on behalf of itself and the other Credit Parties, has informed Agent and Lenders that Credit Parties have violated Section 9.3.2 of the Loan Agreement for the August 31, 2006 measurement date (covering the period from October 1, 2005 through August 31, 2006) because Shutdown EBIT for such period was less than the - $17,000,000 amount required by the Loan Agreement, and has requested that Agent and Lenders waive this violation of Section 9.3.2 of the Loan Agreement. Subject to the terms, conditions and provisions of this letter, each of Agent and Lenders hereby waives the above-described violation of Section 9.3.2 of the Loan Agreement. Except as expressly set forth herein, all of the other terms, provisions and conditions of the Loan Agreement, the other Loan Documents and any other agreements shall remain and continue in full force and effect. Parent and the other Credit Parties are hereby notified that irrespective of (i) any waivers previously granted by Agent and Lenders regarding the Loan Agreement and the other Loan Documents, (ii) any previous failures or delays of Agent and Lenders in exercising any right, power or privilege under the Loan Agreement or the other Loan Documents, or (iii) any previous failures or delays of Agent and Lenders in the monitoring or in the requiring of compliance by Parent and the other Credit Parties with the duties, obligations, and agreements of Parent and the other Credit Parties in the Loan Agreement and the other Loan Documents, hereafter Parent and the other Credit Parties will be expected to comply |
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| Integrated Electrical Services, Inc. strictly with their respective duties, obligations and agreements under the Loan Agreement and the other Loan Documents. This letter (i) shall not apply to or constitute a consent to any future amendment to any other provision of the Loan Agreement or any other Loan Document or a waiver of any other past, present or future violation of any provision of the Loan Agreement or any other Loan Document, and (ii) shall not directly or indirectly in any way whatsoever (a) impair, prejudice, or otherwise adversely affect Agent’s or any Lender’s right at any time to exercise any right, privilege or remedy in connection with the Loan Agreement, any other Loan Document; any other agreement or any other contract or instrument, (b) amend or alter any other provision of the Loan Agreement, any other Loan Document, any other agreement, or any other contract or instrument, or (c) constitute any course of dealing or other basis for altering any obligation or right of any party to the Loan Agreement, any other Loan Document, any other agreement, or any other contract or instrument. Notwithstanding any provision of this letter to the contrary, this letter shall not be directly or indirectly effective against Agent and Lenders for any purpose unless and until Agent receives a copy of this letter which has been duly signed by Parent on behalf of itself and the other Credit Parties. |
| Yours very truly, BANK OF AMERICA, N.A., as Agent and a Lender | ||
| By: | /s/ H Michael Wills | |
| Name: | H MICHAEL WILLS |
| Title: | SENIOR VICE PRESIDENT |
| WELLS FARGO FOOTHILL, LLC , as a Lender | ||
| By: | /s/ David P Hill | |
| Name: | David Hill |
| Title: | Vice President |
| THE CIT GROUP/BUSINESS CREDIT, INC. , as a Lender | ||
| By: | /s/ Kirk Wolverton | |
| Name: | Kirk Wolverton |
| Title: | Vice President |
| Integrated Electrical Services, Inc. ACCEPTED AND AGREED BY: INTEGRATED ELECTRICAL SERVICES, INC., |
| BY: | /s/ David A Miller | ||
| NAME: | David A. Miller | ||
| TITLE: | CFO |
