Exhibit 10.1





Exhibit 10.1




Execution Version




This FIRST AMENDMENT AGREEMENT is dated as of August 30, 2010 (this “First
Amendment”), and is made in reference to the Second Amended and Restated Credit Agreement,
dated as of July 29, 2009 (as amended, supplemented or otherwise modified to the date hereof, the
“Credit Agreement”), among PIKE ELECTRIC CORPORATION, a Delaware corporation
(“Parent”), PIKE ELECTRIC, INC., a North Carolina corporation (“OpCo”), the several
banks and other financial institutions from time to time parties thereto (the “Lenders”),
J.P. MORGAN SECURITIES INC., as syndication agent, FIRST TENNESSEE BANK, NATIONAL ASSOCIATION, as
documentation agent, and BARCLAYS BANK PLC, as administrative agent for the Lenders thereunder (in
such capacity, the “Administrative Agent”). All capitalized terms used herein that are
defined in the Credit Agreement and that are not otherwise defined herein shall have the respective
meanings ascribed thereto in the Credit Agreement.



W I T N E S S E T H:




WHEREAS, Parent and OpCo have requested that the Lenders agree to amend the Credit Agreement
to modify certain terms and conditions of the Credit Agreement and to waive the Potential Default
(as defined below); and



WHEREAS, subject to the terms and conditions set forth below, the Required Lenders have agreed
to such amendments and limited waiver solely on the terms and conditions set forth in this First
Amendment.



NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein,
the parties agree as follows:



SECTION 1. AMENDMENTS AND LIMITED WAIVER




1.1. Amendment to Section 8.14. Section 8.14 of the Credit Agreement is hereby
amended by deleting the Fiscal Quarter End Dates (and the corresponding Leverage Ratios) beginning
with “June 30, 2010” and ending with “June 30, 2012 and thereafter” and inserting in lieu thereof
the following:



	 	 	 	 	 
	Fiscal Quarter End Date	 	Leverage Ratio	 
	 
	 	 	 	 
	June 30, 2010
	 	 	3.75	 
	September 30, 2010
	 	 	3.75	 
	December 31, 2010
	 	 	3.75	 
	March 31, 2011
	 	 	3.75	 
	June 30, 2011
	 	 	3.25	 
	September 30, 2011
	 	 	3.25	 
	December 31, 2011
	 	 	3.25	 
	March 31, 2012
	 	 	3.25	 
	June 30, 2012 and thereafter
	 	 	3.25	 





 


 









 






1.2. Amendments to Section 10.



(a) The definition of Consolidated EBITDA is hereby amended by (i) deleting the word “and” at
the end of clause (xvi) thereof and replacing it with a comma, (ii) deleting the period at the end
of clause (xvii) thereof and replacing it with the word “and” and (iii) inserting the following new
clause (xviii):



“(xviii) Qualified Remedial Expenses.”



(b) Section 10 of the Credit Agreement is hereby amended by inserting the following definition
in appropriate alphabetical order:




“Qualified Remedial Expense” shall mean all costs and expenses incurred by such
Person in connection with (a) any “response” as such term is defined in CERCLA and (b) all
other actions required pursuant to any Environmental Law or by any Governmental Authority,
voluntarily undertaken or otherwise reasonably necessary to (i) clean up, investigate,
sample, evaluate, monitor, remediate, remove, correct, contain, treat, abate or in any other
way address any Hazardous Material, (ii) prevent the release or threat of release, or
minimize the further release or migration, of any Hazardous Material or (iii) perform
studies and investigations in connection with, or as a precondition to, or to determine the
necessity of the activities described in, clauses (i) or (ii) above; provided that
all such Qualified Remedial Expenses (1) relate to OpCo’s property located in Marietta,
Georgia, (2) were incurred during the fiscal year ended June 30, 2010, and (3) do not exceed
in the aggregate $1,750,000 for the fiscal quarter ended December 31, 2009, $1,490,000 for
the fiscal quarter ended March 31, 2010, $31,000 for the fiscal quarter ended June 30, 2010
and $3,271,000 for the fiscal year ended June 30, 2010.



1.3. Limited Waiver of Section 8.14. The Administrative Agent and the Required
Lenders hereby waive any Default or Event of Default that may have existed as of June 30, 2010
solely with respect to Section 8.14 of the Credit Agreement (the “Potential
Default”). Notwithstanding anything contained herein to the contrary, the foregoing waiver
is not intended and shall not be deemed or otherwise construed (a) to be a waiver of any other term
or condition of the Credit Documents, including, without limitation, any other Default or Event of
Default, (b) to prejudice any other right or remedy that Administrative Agent or Lenders may have
in the future under or in connection with the Credit Documents, all of which rights and remedies
are hereby reserved to Administrative Agent and Lenders, (c) to be a commitment or any other
undertaking or expression of any willingness to engage in any further discussion with respect to
any waiver, consent, amendment, modification or other change to the Credit Documents or any right
or remedy arising in favor of Administrative Agent or Lenders under any such document or (d) to be
a waiver of, or consent to or a modification of any other term or agreement by and among Borrowers,
on the one hand, and Administrative Agent or Lenders, on the other.



SECTION 2. CONDITIONS PRECEDENT




This First Amendment shall become effective upon the date hereof only upon the satisfaction of
all of the following conditions precedent (the date of satisfaction of such conditions being
referred to herein as the “First Amendment Effective Date”):



2.1. Execution. The Administrative Agent shall have received counterparts of this
First Amendment duly executed by Parent, OpCo, each other Credit Party and the Required Lenders.



2.2. Fees. The Administrative Agent shall have received an amendment fee for the
account of each Lender that consents to this First Amendment by executing and delivering this First
Amendment to the Administrative Agent appropriately completed on or prior to 12:00 pm (EDT) on
August 30, 2010, in an amount equal to 0.50% of the sum of (1) such Lender’s Revolving Commitment,
if any, and, without duplication, Revolving Extensions of Credit, if any, and (2) the outstanding
principal amount of such Lender’s Term Loans under the Second
Amended and Restated Credit Agreement.



2.3. Expenses. The Administrative Agent shall have been paid or reimbursed for all
of its reasonable out-of pocket costs and expenses in connection with the negotiation, preparation,
execution
and delivery of this First Amendment, including, without limitation, the reasonable fees and
expenses of Latham & Watkins LLP, in an amount not to exceed $10,000.


 


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SECTION 3. REPRESENTATIONS AND WARRANTIES.




To induce the Administrative Agent and the Required Lenders to enter into this First
Amendment, each of Parent and OpCo hereby represents and warrants to the Administrative Agent and
the Lenders that (before and after giving effect to this First Amendment):



3.1. Power and Authority. Each Credit Party has the power and authority, and the
legal right, to make and deliver this First Amendment and to carry out the transactions
contemplated by, and perform its obligations under, the Second Amended and Restated Credit
Agreement, as amended hereby, and the other Credit Documents to which it is a party.



3.2. Authorization of Agreements. Each Credit Party has taken all necessary
corporate or other action to authorize the execution and delivery of this First Amendment and the
performance of the Second Amended and Restated Credit Agreement, as amended hereby, and the other
Credit Documents to which it is a party.



3.3. Incorporation of Representations and Warranties from Credit Documents. Each of
the representations and warranties made by any Credit Party in or pursuant to the Credit Documents
is true and correct in all material respects on and as of the First Amendment Effective Date as if
made on and as of such date (except that any representation or warranty which by its terms is made
as of an earlier date shall be true and correct as of such earlier date).



3.4. Performance of Conditions. Parent, OpCo and the other Credit Parties have
satisfied all conditions in Section 2 of this First Amendment.



3.5. Absence of Default. Other than with respect to the Potential Default before
giving effect to this First Amendment, no Default or Event of Default has occurred and is
continuing.



SECTION 4. ACKNOWLEDGEMENT AND CONSENT.




Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of the
Credit Agreement and this First Amendment and consents to the amendment of the Credit Agreement
effected pursuant to this First Amendment. Each Credit Party hereby confirms that each Credit
Document to which it is a party or otherwise bound and all Collateral encumbered thereby will
continue to guarantee (with respect to each Credit Party other than OpCo) or secure, as the case
may be, to the fullest extent possible in accordance with the Credit Documents the payment and
performance of all Obligations. Each Credit Party, by executing this First Amendment (whether as
an acknowledgment or otherwise), hereby grants, and confirms its prior grant, to the Administrative
Agent, for the ratable benefit of the Lenders, a security interest in all right, title and interest
of such Credit Party in the Collateral, as collateral security for the prompt and complete payment
and performance when due (whether at stated maturity, by acceleration or otherwise) of such Credit
Party’s Obligations.



Each Credit Party acknowledges and agrees that all of the Credit Documents to which it is a
party or otherwise bound shall continue in full force and effect and that all of its obligations
thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or
effectiveness of this First Amendment.


 


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Each Credit Party other than Parent and OpCo acknowledges and agrees that (i) notwithstanding
the conditions to effectiveness set forth in this First Amendment, such Credit Party is not
required by the terms of the Credit Agreement or any other Credit Document to consent to the
amendments to the Credit Agreement effected pursuant to this First Amendment and (ii) nothing in
the Credit Agreement, this First Amendment or any other Credit Document shall be deemed to require
the consent of such Credit Party to any future amendments to the Credit Agreement.



SECTION 5. MISCELLANEOUS.




5.1. Counterparts. This First Amendment may be executed by the parties hereto in
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 counterpart of a signature page of
this First Amendment by facsimile or other electronic transmission shall be effective as delivery
of a manually executed counterpart of this First Amendment.



5.2. Continuing Effect. Except as expressly amended hereby, the Credit Agreement
and the other Credit Documents shall continue to be and shall remain in full force and effect in
accordance with their terms. This First Amendment shall not constitute an amendment or waiver of
any provision of the Credit Agreement or the other Credit Documents not expressly referred to
herein and shall not be construed as an amendment, waiver or consent to any action on the part of
OpCo or of Parent that would require an amendment, waiver or consent of the Administrative Agent or
the Lenders except as expressly stated herein.



5.3. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



5.4. Miscellaneous. On and after the First Amendment Effective Date, each reference
in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like
import referring to the Credit Agreement, and each reference in the other Credit Documents to the
“Credit Agreement”, “thereunder”, “thereof”, or words of like import referring to the Credit
Agreement shall mean and be a reference to the Credit Agreement as amended hereby.


 


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IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed and delivered
by their respective duly authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	PIKE ELECTRIC CORPORATION

 	 
	 	By:  	/s/ Anthony Slater
 	 
	 	 	Name:  	Anthony Slater 	 
	 	 	Title:  	Executive Vice President & CFO 	 
	 
	 	PIKE ELECTRIC, INC.

 	 
	 	By:  	/s/ Anthony Slater
 	 
	 	 	Name:  	Anthony Slater 	 
	 	 	Title:  	Executive Vice President & CFO 	 
	 
	 	PIKE EQUIPMENT AND SUPPLY COMPANY, LLC

 	 
	 	By:  	/s/ Anthony Slater
 	 
	 	 	Name:  	Anthony Slater 	 
	 	 	Title:  	Executive Vice President & CFO 	 
	 
	 	PIKE ENERGY SOLUTIONS, LLC

 	 
	 	By:  	/s/ Anthony Slater
 	 
	 	 	Name:  	Anthony Slater 	 
	 	 	Title:  	Executive Vice President & CFO 	 
	 
	 	OCONEE BUILDERS, INC.

 	 
	 	By:  	/s/ Anthony Slater
 	 
	 	 	Name:  	Anthony Slater 	 
	 	 	Title:  	Vice President 	 



[First Amendment to Second Amended and Restated Credit Agreement — Pike Electric]




 


 









 





	 	 	 	 	 
	 	KLONDYKE CONSTRUCTION LLC

 	 
	 	By:  	/s/ Steven M. McClain
 	 
	 	 	Name:  	Steven M. McClain 	 
	 	 	Title:  	Vice President 	 
	 
	 	ELEMENTAL ENERGY, INC.

 	 
	 	By:  	/s/ Steven M. McClain
 	 
	 	 	Name:  	Steven M. McClain 	 
	 	 	Title:  	President 	 



[First Amendment to Second Amended and Restated Credit Agreement — Pike Electric]




 


 









 





	 	 	 	 	 
	 	BARCLAYS BANK PLC,

as Administrative Agent and a Lender

 	 
	 	By:  	/s/ David Barton
 	 
	 	 	Name:  	David Barton 	 
	 	 	Title:  	Director 	 



[First Amendment to Second Amended and Restated Credit Agreement — Pike Electric]