Exhibit 10.2


 


AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT
AGREEMENT


 


THIS AMENDMENT NO. 2 TO AMENDED
AND RESTATED CREDIT AGREEMENT (this “Amendment”) is being executed and delivered as of June 7, 2019 (the “Closing
Date”), by and among MYR Group Inc. (the “Borrower”), the Lenders party hereto and JPMorgan Chase
Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). All capitalized terms used
herein without definition shall have the same meanings as set forth in the Credit Agreement described below.


 


WITNESSETH:


 


WHEREAS, the Borrower, the
Lenders, and the Administrative Agent are party to that certain Amended and Restated Credit Agreement dated as of June 30, 2016
(as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);


 


WHEREAS, the Borrower has
requested that the Lenders and the Administrative Agent agree to make certain modifications to the Credit Agreement; and


 


WHEREAS, the Borrower, the
Lenders and the Administrative Agent have so agreed on the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration
of the foregoing premises, the terms and conditions stated herein and other valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:


 


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


 


a.         Section
6.01 of the Credit Agreement is hereby amended to amend and restate clause (e) thereof in its entirety as follows:


 


(e)        Indebtedness
of the Borrower or any Subsidiary incurred to finance the acquisition, construction, improvement, alteration or repair of any fixed
or capital assets (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness
assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition
thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount
thereof; provided that (i) such Indebtedness is incurred (A) prior to or within 180 days after such acquisition or the completion
of such construction, improvement, alteration or repair or (B) between October 1, 2017 and December 31, 2018 and (ii) the aggregate
principal amount of Indebtedness permitted by this clause (e) shall not exceed $60,000,000 at any time outstanding;


 


b.         Section 6.02
of the Credit Agreement is hereby amended to amend and restate clauses (a) and (d) thereof in their entirety as follows:


 


(a)        Liens
created pursuant to any Loan Document;


 




     


     


    

 


(d)        Liens
on assets acquired, constructed, improved, altered or repaired by the Borrower or any Subsidiary; provided that (i) such security
interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured
thereby are incurred (A) prior to or within 180 days after such acquisition or the completion of such construction, improvement,
alteration or repair or (B) between October 1, 2017 and December 31, 2018, (iii) the principal amount of the Indebtedness
secured thereby does not exceed the cost of acquiring, constructing, improving, altering or repairing such assets and (iv) such
security interests shall not apply to any other property or assets of the Borrower or Subsidiary (other than, in respect of any
lease, under any one or more master lease agreements with same lessor or an Affiliate thereof).


 


2.          Conditions
to Effectiveness. This Amendment shall be deemed to have become effective as of the Closing Date, but such effectiveness shall
be subject to the following conditions precedent:


 


(a)        the
Administrative Agent shall have received executed counterparts of (i) this Amendment duly executed and delivered by the Borrower,
the Administrative Agent and the Lenders required to give consent thereto and (ii) the Consent and Reaffirmation attached hereto
as Annex I duly executed by each Subsidiary Guarantor (the “Reaffirmation”);


 


(b)        the
Administrative Agent shall have received such other documents, instruments and agreements as the Administrative Agent may reasonably
request; and


 


(c)        the
Administrative Agent shall have received all fees and expenses due and payable on or prior to the date hereof in connection with
this Amendment.


 


3.         Representation
and Warranties. The Borrower hereby represents and warrants that (i) this Amendment and the Credit Agreement, as amended hereby,
constitute its legal, valid and binding obligation and are enforceable against it in accordance with their respective 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; (ii) all of
the representations and warranties of the Borrower set forth in the Credit Agreement, as amended hereby, and the other Loan Documents
are true and correct in all material respects on and as of the date hereof (except to the extent such representations or warranties
specifically relate to any earlier date, in which case such representations and warranties shall have been true and correct in
all material respects as of such earlier date) and (iii) no Default or Event of Default under the Credit Agreement, as amended
hereby, has occurred and is continuing on and as of the date hereof.


 


4.         Effect
on the Credit Agreement.


 


(a)        Upon
the effectiveness of this Amendment, on and after the date hereof, each reference in the Credit Agreement to “this Agreement,”
“hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the
Credit Agreement, as amended and modified hereby.


 


(b)        Except
as specifically amended above, the Credit Agreement, the other Loan Documents 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 neither operate as a waiver of any rights, power or remedy of the
Administrative Agent or the Lenders under the Credit Agreement or any other Loan Document, nor constitute a waiver of any provision
of the Credit Agreement or any other document executed in connection therewith.


 




    	 	2	 



     


    

 


5.          GOVERNING
LAW. This Amendment shall be 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.          Costs
and Expenses. The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative
Agent, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the
preparation, negotiation and execution of this Amendment.


 


7.          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.


 


8.          Counterparts.
This Amendment may be executed by one or more of the parties on any number of separate counterparts and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. A facsimile copy or other electronic image (e.g., “PDF”
or “TIF” via electronic mail) of any signature hereto shall have the same effect as the original thereof.


 


9.          Loan
Document. The Borrower hereby agrees that this Amendment and the Reaffirmation shall constitute Loan Documents for purposes
of the Credit Agreement and the other Loan Documents.


 


[Signature Pages Follow]


 




    	 	3	 



     


    

 


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


 


	 	MYR GROUP INC., as the Borrower
	 	 	 
	 	By	/s/ Betty R. Johnson
	 	 	 
	 	 	Name: Betty Johnson
	 	 	 
	 	 	Title: Senior Vice President, CFO, & Treasurer


 


Signature Page to Amendment No. 2 to Amended
and Restated Credit Agreement


MYR Group Inc.


 




     


     


    

	 	JPMORGAN CHASE BANK, N.A., individually as a Lender, as an Issuing Bank and as Administrative Agent
	 	 
	 	By	/s/ Christopher L Collins
	 	 	 
	 	 	Name: Christopher L Collins
	 	 	 
	 	 	Title: Vice President
	 	 	 
	 	JPMORGAN CHASE BANK, N.A. (TORONTO BRANCH), as a Lender
	 	 	 
	 	By	/s/ Christopher L Collins
	 	 	 
	 	 	Name: Christopher L Collins
	 	 	 
	 	 	Title: Vice President


 


Signature Page to Amendment No. 2 to Amended
and Restated Credit Agreement


MYR Group Inc.


 




     


     


    

	 	BANK OF AMERICA, N.A., individually as a Lender, as an Issuing Bank and as Syndication Agent
	 	 	 
	 	By	/s/ Kathryn Herrera
	 	 	 
	 	 	Name: Kathryn Herrera
	 	 	 
	 	 	Title: Assistant Vice President
	 	 	 
	 	Bank of America, National Association (Canada Branch), as a Lender
	 	 	 
	 	By	/s/ Medina Sales de Andrade
	 	 	 
	 	 	Name: Medina Sales de Andrade
	 	 	 
	 	 	Title: Vice President


 


Signature Page to Amendment No. 2 to Amended
and Restated Credit Agreement


MYR Group Inc.


 




     


     


    

	 	BMO Harris Bank N.A., individually as a Lender and as an Issuing Bank 
	 	 	 
	 	By	/s/ Michael Gift
	 	 	 
	 	 	Name: Michael Gift
	 	 	 
	 	 	Title: Director
	 	 	 
	 	BANK OF MONTREAL, as a Lender
	 	 	 
	 	By	/s/ Michael Gift
	 	 	 
	 	 	Name: Michael Gift
	 	 	 
	 	 	Title: Director


 


Signature Page to Amendment No. 2 to Amended
and Restated Credit Agreement


MYR Group Inc.


 




     


     


    

	 	PNC Bank, National Association, as a Lender
	 	 	 
	 	By	/s/ Brandon Norder
	 	 	 
	 	 	Name: Brandon Norder
	 	 	 
	 	 	Title: Senior Vice President


 


Signature Page to Amendment No. 2 to Amended
and Restated Credit Agreement


MYR Group Inc.


 




     


     


    

	 	WELLS FARGO Bank, National Association, as a Lender
	 	 	 
	 	By	/s/ Benjamin Livermore
	 	 	 
	 	 	Name: Benjamin Livermore
	 	 	 
	 	 	Title: Vice President


 


Signature Page to Amendment No. 2 to Amended
and Restated Credit Agreement


MYR Group Inc.


 




     


     


    

 


Annex I


 


CONSENT AND REAFFIRMATION


 


Each of the undersigned
hereby acknowledges receipt of a copy of the foregoing Amendment No. 2 to the Amended and Restated Credit Agreement dated
as of June 30, 2016 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and
among MYR Group Inc. (the “Borrower”), the financial institutions from time to time party thereto (the “Lenders”)
and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders (the “Administrative Agent”), which Amendment
No. 2 is dated as of June 7, 2019 (the “Amendment”). Capitalized terms used in this Consent and Reaffirmation
and not defined herein shall have the meanings given to them in the Credit Agreement. Without in any way establishing a course
of dealing by the Lender, the undersigned (i) consents to the Amendment, (ii) reaffirms its obligations under the Subsidiary
Guaranty, the Security Agreement and each and every other Loan Document to which it is a party and (iii) reaffirms all Liens
on the Collateral which have been granted by it in favor of the Administrative Agent (for itself and the other Holders of the Secured
Obligations) pursuant to any of the Loan Documents, and all filings made with a Governmental Authority in connection therewith,
and acknowledges and agrees that such Credit Agreement and each and every such Loan Document executed by the undersigned in connection
with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to
the Credit Agreement contained in the above-referenced documents shall be a reference to the Credit Agreement as so modified by
the Amendment.


 


Dated: June 7, 2019


 


[Signature
Page Follows]


 




     


     


    

 


	HUEN ELECTRIC, INC.	 	GSW INTEGRATED SERVICES, LLC
	 	 	 	 	 
	By:	/s/ Jennifer Harper	 	By:	/s/ Brad Munden
	Name: Jennifer Harper	 	Name: Brad Munden
	Title: Treasurer	 	Title: Secretary and Treasurer
	 	 	 	 	 
	THE L.E. MYERS CO.	 	STURGEON ELECTRIC CALIFORNIA, LLC
	 	 	 	 	 
	By:	/s/ Jennifer Harper	 	By:	/s/ Judy Weaver
	Name: Jennifer Harper	 	Name: Judy Weaver
	Title: Treasurer	 	Title: Treasurer
	 	 	 
	HARLAN ELECTRIC COMPANY	 	STURGEON ELECTRIC COMPANY, INC.
	 	 	 	 	 
	By:	/s/ Jennifer Harper	 	By:	/s/ Jennifer Harper
	Name: Jennifer Harper	 	Name: Jennifer Harper
	Title: Treasurer	 	Title: Treasurer
	 	 	 	 	 
	GREAT SOUTHWESTERN CONSTRUCTION, INC.	 	MYR TRANSMISSION SERVICES, INC.
	 	 	 	 	 
	By:	/s/ Brad Munden	 	By:	/s/ Brad Munden
	Name: Brad Munden	 	Name: Brad Munden
	Title: Secretary and Treasurer	 	Title: Vice President, Secretary, and Treasurer
	 	 	 	 	 
	E.S. BOULOS COMPANY	 	MYR REAL ESTATE HOLDINGS, LLC
	 	 	 	 	 
	By:	/s/ Jennifer Harper	 	By:	/s/ Mark Enos
	Name: Jennifer Harper	 	Name: Mark Enos
	Title: Treasurer	 	Title: Assistant Secretary
	 	 	 	 	 
	MYR EQUIPMENT, LLC	 	HIGH COUNTRY LINE CONSTRUCTION, INC.
	 	 	 	 	 
	By:	/s/ Mark Enos	 	By:	/s/ Jennifer Harper
	Name: Mark Enos	 	Name: Jennifer Harper
	Title: Chief Executive Office and President	 	Title: Treasurer


 


Signature Page to Consent and Reaffirmation
to


Amendment No. 2 to Amended and Restated Credit
Agreement