FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
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EX-10.1.4 2 w18901exv10w1w4.htm FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT exv10w1w4
Exhibit 10.1.4
FOURTH AMENDMENT
FOURTH AMENDMENT, dated as of March 15, 2006 (this Amendment), to the Amended and Restated Credit Agreement, dated as of May 12, 2004 (the Credit Agreement), among INFRASOURCE SERVICES, INC., a Delaware corporation (Holdings), INFRASOURCE INCORPORATED, a Delaware corporation (the Borrower), the several banks and other financial institutions or entities from time to time parties thereto (the Lenders), LASALLE BANK NATIONAL ASSOCIATION, as syndication agent, and BARCLAYS BANK PLC, as administrative agent (the Administrative Agent).
W I T N E S S E T H:
WHEREAS, the Borrower has requested that the Lenders agree to amend certain provisions in the Credit Agreement upon the terms and subject to the conditions set forth herein; and
WHEREAS, the Lenders have agreed to such amendments only upon the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and in the Credit Agreement, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Credit Agreement.
2. Amendment to Section 8 (Events of Default). Section 8 of the Credit Agreement is hereby amended by deleting clause (i) of paragraph (l) of such Section in its entirety and substituting in lieu thereof the following:
(i) any person or group (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act)), excluding the Permitted Investors, shall become, or obtain rights (whether by means or warrants, options or otherwise) to become, the beneficial owner (as defined in Rule 13(d)(3) and 13(d)(5) of the Exchange Act), directly or indirectly, of more than 35% of the outstanding common stock of Holdings; or
3. Representations and Warranties. (a) Credit Agreement Representations and Warranties. On and as of the date hereof and after giving effect to this Amendment, Holdings and the Borrower hereby confirm, reaffirm and restate the representations and warranties set forth in Sections 4 of the Credit Agreement mutatis mutandis, except to the extent that such representations and warranties expressly relate to a specific earlier date in which case Holdings and the Borrower hereby confirm, reaffirm and restate such representations and warranties as of such earlier date.
(b) Power; Authorization; Enforceable Obligations. Each Loan Party has the requisite corporate or other power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party, as amended, in the case of the Credit Agreement, by this Amendment. Each Loan Party has taken all necessary steps to authorize the execution, delivery and performance of Loan Documents to which it is a party, as amended, in the case of the Credit Agreement, by this Amendment. The Credit Agreement, as amended by this Amendment, continues to constitute a
legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability maybe limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
(c) No Legal Bar. The execution, delivery and performance of this Amendment and any other related documents will not violate any Requirement of Law or any material Contractual Obligation of any Group Member and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenue pursuant to any Requirement of Law or any such material Contractual Obligation (other than the Liens created by the Security Documents).
4. Conditions to Effectiveness. This Amendment shall become effective on the date upon which the Administrative Agent shall have received this Amendment, executed by the Administrative Agent, the Borrower, Holdings, the Subsidiary Guarantors and the Required Lenders.
5. Continuing Effect. Except as expressly amended hereby, the Credit Agreement shall continue to be and shall remain in full force and effect in accordance with its terms.
6. Expenses. The Borrower agrees to pay and reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with the negotiation, preparation, execution and delivery of this Amendment, including the reasonable fees and expenses of counsel.
7. Counterparts. This Amendment may be executed on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.
8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
INFRASOURCE INCORPORATED | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Chief Financial Officer | ||||
INFRASOURCE SERVICES, INC. | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Chief Financial Officer | ||||
BARCLAYS BANK PLC, as Administrative Agent and as a Lender | ||||
By: | /s/ David Barton | |||
Name: David Barton Title: Associate Director | ||||
LASALLE BANK NATIONAL ASSOCIATION, as Syndication Agent and as a Lender | ||||
By: | /s/ Nick Lotz | |||
Name: Nick Lotz Title: Commercial Banking Officer |
INFRASOURCE INCORPORATED FOURTH AMENDMENT | ||||
Commerce Bank, N.A. | ||||
[Name of Lender] | ||||
By: | /s/ Michael P. Thomson | |||
Name: Michael P. Thomson Title: Vice President | ||||
INFRASOURCE INCORPORATED FOURTH AMENDMENT | ||||
JP Morgan Chase Bank N.A. | ||||
By: | /s/ Lee P. Brennan | |||
Name: Lee P. Brennan Title: Vice President | ||||
INFRASOURCE INCORPORATED FOURTH AMENDMENT | ||||
WACHOVIA BANK, NATIONAL ASSOCIATION | ||||
By: | /s/ Stephen T. Dorosh | |||
Name: Stephen T. Dorosh Title: Vice President | ||||
INFRASOURCE INCORPORATED FOURTH AMENDMENT | ||||
RZB Finance LLC | ||||
[Name of Lender] | ||||
By: | /s/ Christoph Hoedl | |||
Name: Christoph Hoedl Title: Group Vice President | ||||
By: | /s/ Nadia Nedelcheva | |||
Name: Nadia Nedelcheva Title: Vice President |
INFRASOURCE INCORPORATED FOURTH AMENDMENT | ||||
ELF Funding Trust I | ||||
[Name of Lender] | ||||
By: Highland Capital Management, L.P., as Collateral Manager By: Strand Advisors, Inc., Its General Partner | ||||
By: | /s/ Chad Schramek | |||
Name: Chad Schramek | ||||
Title: Assistant Treasurer | ||||
INFRASOURCE INCORPORATED FOURTH AMENDMENT | ||||
Restoration Funding CLO, LTD | ||||
[Name of Lender] | ||||
By: Highland Capital Management, L.P., as Collateral Manager By: Strand Advisors, Inc., Its General Partner | ||||
By: | /s/ Chad Schramek | |||
Name: Chad Schramek | ||||
Title: Assistant Treasurer |
INFRASOURCE INCORPORATED FOURTH AMENDMENT | ||||
Highland Legacy Limited | ||||
[Name of Lender] | ||||
By: Highland Capital Management, L.P., as Collateral Manager By: Strand Advisors, Inc., Its General Partner | ||||
By: | /s/ Chad Schramek | |||
Name: Chad Schramek | ||||
Title: Assistant Treasurer | ||||
INFRASOURCE INCORPORATED FOURTH AMENDMENT | ||||
Gleneagles CLO, Ltd. | ||||
[Name of Lender] | ||||
By: Highland Capital Management, L.P., as Collateral Manager By: Strand Advisors, Inc., Its General Partner | ||||
By: | /s/ Chad Schramek | |||
Name: Chad Schramek | ||||
Title: Assistant Treasurer | ||||
INFRASOURCE INCORPORATED FOURTH AMENDMENT | ||||
Highland Floating Rate LLC | ||||
[Name of Lender] | ||||
By: | /s/ Joe Dougherty | |||
Name: Joe Dougherty Title: Senior Vice President |
INFRASOURCE INCORPORATED FOURTH AMENDMENT | ||||
Highland Floating Rate Advantage Fund | ||||
[Name of Lender] | ||||
By: | /s/ Joe Dougherty | |||
Name: Joe Dougherty Title: Senior Vice President | ||||
INFRASOURCE INCORPORATED FOURTH AMENDMENT | ||||
Oligra 43 | ||||
[Name of Lender] | ||||
By: | /s/ Karen Thompson | |||
Name: Karen Thompson Title: Loans Officer | ||||
INFRASOURCE INCORPORATED FOURTH AMENDMENT | ||||
FOXE BASIN CLO 2003, LTD. | ||||
[Name of Lender] | ||||
By: GSO Capital Partners LP as Collateral Manager | ||||
By: | /s/ Lee M. Shalman | |||
Name: Lee M. Shalman | ||||
Title: Authorized Signatory | ||||
INFRASOURCE INCORPORATED FOURTH AMENDMENT | ||||
Denali Capital LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO I, LTD, or an affiliate. | ||||
[Name of Lender] | ||||
By: | /s/ Kelli C. Marti | |||
Name: Kelli C. Marti Title: Senior Vice President |
INFRASOURCE INCORPORATED FOURTH AMENDMENT | ||||
Denali Capital LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO III, LTD, or an affiliate. | ||||
[Name of Lender] | ||||
By: | /s/ Kelli C. Marti | |||
Name: Kelli C. Marti Title: Senior Vice President | ||||
INFRASOURCE INCORPORATED FOURTH AMENDMENT | ||||
Denali Capital LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO VI, LTD, or an affiliate. | ||||
[Name of Lender] | ||||
By: | /s/ Kelli C. Marti | |||
Name: Kelli C. Marti Title: Senior Vice President |
ACKNOWLEDGEMENT AND CONSENT
Each of the undersigned Subsidiary Guarantors hereby acknowledges and consents to the foregoing Amendment.
INFRASOURCE CORPORATE SERVICES, INC. | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer | ||||
DASHIELL HOLDINGS CORPORATION | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer | ||||
DASHIELL LTD | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer | ||||
DACON GP LLC | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer | ||||
DACON LTD | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer | ||||
INFRASOURCE TEXAS HOLDINGS GP LLC | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer | ||||
INFRASOURCE TEXAS HOLDINGS LP LLC | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer |
M.J. ELECTRIC, INC. | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer | ||||
BLAIR PARK SERVICES, INC. | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer | ||||
OSP CONSULTANTS, INC. | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer | ||||
INFRASOURCE POWER CALIFORNIA, INC. | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer | ||||
OSP TELCOM, INC. | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer | ||||
RJE TELECOM, INC. | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer | ||||
SUNESYS, INC. | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer |
SUNESYS OF VIRGINIA, INC. | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer | ||||
CHOWNS, INC. | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer | ||||
TRINITY INDUSTRIES, INC. | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer | ||||
INFRASOURCE UNDERGROUND SERVICES, INC. | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer | ||||
INFRASOURCE POWER, LLC | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer | ||||
INFRASOURCE UNDERGROUND INSTALLATION, LLC | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer | ||||
MECHANICAL SPECIALTIES, INCORPORATED | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer |
INFRASOURCE MID-ATLANTIC, INC. | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer | ||||
INFRASOURCE UNDERGROUND CONSTRUCTION SERVICES, LLC | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer | ||||
INFRASOURCE UNDERGROUND CONSTRUCTION, INC. | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer | ||||
INFRASOURCE UNDERGROUND CONSTRUCTION, LLC | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer | ||||
INFRASOURCE MASLONKA, LLC | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer | ||||
INFRASOURCE UNDERGROUND CONSTRUCTION CALIFORNIA, INC. | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer |
INFRASOURCE CONCRETE & PAVING SERVICES, LLC | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer | ||||
INFRASOURCE TRANSMISSION SERVICES COMPANY | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer | ||||
INFRASOURCE MASLONKA CA, INC. | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer | ||||
IUC IOWA, LLC | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer | ||||
INFRASOURCE UNDERGROUND SERVICES CANADA, INC. | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer | ||||
EHV POWER USA INC. | ||||
By: | /s/ Terence R. Montgomery | |||
Name: Terence R. Montgomery Title: Senior Vice President & Treasurer |