Exhibit 10.2


 


 


AMENDMENT
NO. 1


 


Dated
as of October 26, 2007


 


to


 


CREDIT
AGREEMENT


 


Dated
as of August 31, 2007


 


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.


 


WHEREAS,
the Borrower has requested that certain modifications be made to the Credit
Agreement;


 


WHEREAS,
the Borrower, the Lenders party hereto and the Administrative Agent have agreed
to amend the Credit Agreement on the terms and conditions set forth herein;


 


NOW,
THEREFORE, in consideration of the premises set forth above, the terms and
conditions contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Borrower, the
Lenders party hereto and the Administrative Agent hereby agree to the following
amendments to the Credit Agreement.


 


1.                                       Amendments to
Credit Agreement. Effective as of the Effective Date but subject to
the satisfaction of the conditions precedent set forth in Section 2
below, the Credit Agreement is hereby amended as follows:


 


(a)                                  Section 5.12 of the Credit
Agreement is hereby restated in its entirety as follows:


 


“SECTION 5.12. [Intentionally Omitted].”


 


(b)                                 Section 6.04(c) of the Credit
Agreement is amended to delete the reference to “5.12” therein and to
substitute “5.11” therefor.


 


(c)                                  Clause (d) of Article VII
is amended to delete the reference to “5.12” therein.


 


2.                                       Conditions of Effectiveness. The effectiveness of this Amendment is
subject to the conditions precedent that the Administrative Agent shall have
received (i) counterparts of this Amendment duly executed by the Borrower
and the Required Lenders and (ii) counterparts of the Consent and
Reaffirmation attached hereto duly executed by the Subsidiary Guarantors.


 

















 


3.                                       Representations
and Warranties of the Borrower. The Borrower hereby
represents and warrants as follows:


 


(a)                                  This Amendment
and the Credit Agreement as amended hereby constitute legal, valid and binding
obligations of the Borrower and are enforceable against the Borrower in
accordance with their terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally
and subject to general principles of equity, regardless of whether considered
in a proceeding in equity or at law.


 


(b)                                 As of the date
hereof and giving effect to the terms of this Amendment, (i) no Default
shall have occurred and be continuing and (ii) the representations and
warranties of the Borrower set forth in the Credit Agreement, as amended
hereby, are true and correct in all material respects as of the date hereof,
except to the extent that any such representation or warranty relates solely to
an earlier date, in which case it shall have been true and correct in all
material respects as of such earlier date.


 


4.                                       Reference to
and Effect on the Credit Agreement.


 


(a)                                  Upon the
effectiveness hereof, each reference to the Credit Agreement in the Credit
Agreement or any other Loan Document shall mean and be a reference to the
Credit Agreement as amended hereby.


 


(b)                                 Except as
specifically amended above, the Credit Agreement and all other documents,
instruments and agreements executed and/or delivered in connection therewith
shall remain in full force and effect and are hereby ratified and confirmed.


 


(c)                                  The execution,
delivery and effectiveness of this Amendment shall not operate as a waiver of
any right, power or remedy of the Administrative Agent or the Lenders, nor
constitute a waiver of any provision of the Credit Agreement or any other
documents, instruments and agreements executed and/or delivered in connection
therewith.


 


5.                                       Governing Law. This
Amendment shall be governed by and construed in accordance with the laws of the
State of New York, but giving effect to federal laws applicable to national
banks.


 


6.                                       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.


 


7.                                       Counterparts. This
Amendment may be executed by one or more of the parties hereto on any
number of separate counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.


 


[Signature Pages Follow]


 


2

















 


IN
WITNESS WHEREOF, this Amendment has been duly executed as of the day and year
first above written.


 


	
   

  	
  MYR GROUP INC.,

  
	
   

  	
  as the Borrower

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   /s/ Marco A. Martinez

  	
   

  
	
   

  	
  Name: Marco A. Martinez

  
	
   

  	
  Title: V.P., CFO and Treasurer

  



 


 


Signature Page to Amendment No. 1 to


Credit Agreement dated as of August 31, 2007


MYR Group Inc.


 

















 


	
   

  	
  JPMORGAN CHASE BANK,

  
	
   

  	
  NATIONAL ASSOCIATION,

  
	
   

  	
  individually as a Lender, as the Swingline Lender, as

  
	
   

  	
  Issuing Bank and as Administrative Agent

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   /s/ Dawn Mase

  	
   

  
	
   

  	
  Name: Dawn
  Mase

  
	
   

  	
  Title: Vice-President

  



 


 


Signature Page to Amendment No. 1 to


Credit Agreement dated as of August 31, 2007


MYR Group Inc.


 

















 


	
   

  	
  CITIBANK, N.A.,

  
	
   

  	
  individually as a Lender and as Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Scott Miller

  	
   

  
	
   

  	
  Name: Scott Miller

  
	
   

  	
  Title: Vice President

  



 


 


Signature Page to Amendment No. 1 to


Credit Agreement dated as of August 31, 2007


MYR Group Inc.


 

















 


	
   

  	
  FIFTH THIRD BANK,

  
	
   

  	
  individually as a Lender and as Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Neil G. Mesch

  	
   

  
	
   

  	
  Name: Neil G. Mesch

  
	
   

  	
  Title: Vice President

  



 


 


Signature Page to Amendment No. 1 to


Credit Agreement dated as of August 31, 2007


MYR Group Inc.


 

















 


	
   

  	
  KEYBANK NATIONAL ASSOCIATION,

  
	
   

  	
  as a Lender

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   /s/ Frank J. Jancar

  	
   

  
	
   

  	
  Name: Frank
  J. Jancar

  
	
   

  	
  Title: Vice President

  



 


 


Signature Page to Amendment No. 1 to


Credit Agreement dated as of August 31, 2007


MYR Group Inc.


 

















	
   

  	
  NATIONAL CITY BANK,

  
	
   

  	
  as a Lender

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   /s/ Renee M. Bonnell

  	
   

  
	
   

  	
  Name: Renee
  M. Bonnell

  
	
   

  	
  Title: Vice President

  



 


 


Signature Page to Amendment No. 1 to


Credit Agreement dated as of August 31, 2007


MYR Group Inc.