Exhibit 10.2


 


EXECUTION COPY


 


Joinder,
amendment no. 1 and REAFFIRMATION


OF
pledge and SECURITY AGREEMENT


 


THIS JOINDER, AMENDMENT
NO. 1 AND REAFFIRMATION OF PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of June 30, 2016, is by
and among MYR Group Inc. (the “Borrower”), the Subsidiaries of the Borrower listed on Exhibit A hereto
(together with the Borrower, the “Existing Grantors”), High Country Line Construction, Inc. (“High
Country”), GSW Integrated Services, LLC (“GSW”), Sturgeon Electric California, LLC (together with
High Country and GSW, the “New Grantors”), those additional Subsidiaries of the Borrower which become party
to the Security Agreement (as defined below) (together with the Existing Grantors and the New Grantors, each a “Grantor”
and collectively, the “Grantors”) and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the
“Administrative Agent”) for itself and the other Lenders from time to time party to the Amended and Restated
Credit Agreement, dated as of the date hereof, among the Borrower, the Lenders from time to time party thereto and the Administrative
Agent (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
which Credit Agreement amends and restates that certain Credit Agreement, dated as of December 21, 2011, among the Borrower, the
Lenders party thereto and the Administrative Agent (as amended, supplemented or otherwise modified prior to the effectiveness of
the Credit Agreement, the “Previous Credit Agreement”). Undefined capitalized terms which are used herein shall
have the meanings ascribed to such terms in the Credit Agreement and the Security Agreement, as applicable.


 


WITNESSETH


 


WHEREAS, the Existing Grantors
and the Administrative Agent are currently party to that certain Pledge and Security Agreement (as amended, restated, supplemented
or otherwise modified prior to the date hereof, the “Security Agreement”), dated as of December 21, 2011 and
executed in connection with the Previous Credit Agreement;


 


WHEREAS, the New Grantors
agree to join the Security Agreement as a “Grantor” thereunder;


 


WHEREAS, the Grantors are
willing to amend the Security Agreement and reaffirm their obligations under the Security Agreement in connection with execution
of the Credit Agreement;


 


NOW, THEREFORE, in consideration
of the premises and of the mutual covenants contained herein, and other good and valuable consideration the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:


 


SECTION
1. Joinder to Security Agreement. Each of the New Grantors agrees to become, and does hereby become, a “Grantor”
under the Security Agreement and agrees to be bound by such Security Agreement as if originally a party thereto. Each of the New
Grantors, subject to the terms and conditions of the Security Agreement, hereby grants the Administrative Agent a security interest
in its Collateral. Each of the New Grantors represents and warrants that the Exhibits to the Security Agreement attached hereto
as Schedule 1 are true and correct in all respects with respect to such Grantor and such Exhibits set forth all information
required to be scheduled as of the date hereof under the Security Agreement with respect to such Grantor. To the extent required
under the Security Agreement, each of the New Grantors shall take all steps necessary to perfect, in favor of the Administrative
Agent, a security interest in and lien against such New Grantor’s Collateral.


 




     


     


    

 


SECTION 2. Amendment
to Security Agreement. Effective as of the date hereof but subject to the satisfaction of the conditions precedent set forth
in Section 4 below, the Security Agreement is hereby amended as set forth below:


 


(a)          Section
3.9 is hereby deleted in its entirety and replaced with the following:


 


	GRANTOR	 	Federal Employer

Identification

Number	 	Type of

Organization	 	State of

Organization or

Incorporation	 	State Organization

Number
	 	 	 	 	 	 	 	 	 
	MYR Group Inc.	 	36-3158643	 	Corporation	 	Delaware	 	0930305
	 	 	 	 	 	 	 	 	 
	The L.E. Myers Co.	 	36-1517230	 	Corporation	 	Delaware	 	0838798
	 	 	 	 	 	 	 	 	 
	Harlan Electric Company	 	38-0627506	 	Corporation	 	Michigan	 	159796
	 	 	 	 	 	 	 	 	 
	Sturgeon Electric Company, Inc.	 	84-0681206	 	Corporation	 	Michigan	 	034502
	 	 	 	 	 	 	 	 	 
	Great Southwestern Construction, Inc.	 	84-0739182	 	Corporation	 	Colorado	 	19871328104
	 	 	 	 	 	 	 	 	 
	MYR Transmission Services, Inc.	 	76-0603656	 	Corporation	 	Delaware	 	3032475
	 	 	 	 	 	 	 	 	 
	E. S. Boulos Company	 	38-3956587	 	Corporation	 	Delaware	 	5692132
	 	 	 	 	 	 	 	 	 
	MYR Equipment, LLC	 	36-4758122	 	Limited liability company	 	Delaware	 	5305719
	 	 	 	 	 	 	 	 	 
	MYR Real Estate Holdings, LLC	 	90-0947067	 	Limited liability company	 	Delaware	 	5299621
	 	 	 	 	 	 	 	 	 
	High Country Line Construction, Inc.	 	46-2577569	 	Corporation	 	Nevada	 	
        NV Business ID: NV20131238366

         

        Entity Number: E0195802013-9

	 	 	 	 	 	 	 	 	 
	GSW Integrated Services, LLC	 	47-5053900	 	Limited liability company	 	Delaware	 	5823773
	 	 	 	 	 	 	 	 	 
	Sturgeon Electric California, LLC	 	47-4688115	 	Limited liability company	 	Delaware	 	5793577


 




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(b)          Section
8.14.2 is hereby amended by deleting the word “nonexclusive” therefrom and substituting the word “exclusive”
therefor.


 


(c)          Section
8.18 is hereby amended and restated in its entirety as follows:


 


“8.18      Counterparts.
This Security Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Security Agreement by telecopy, e-mailed .pdf or any other electronic means that reproduces
an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Security
Agreement. The words “execution,” “signed,” “signature,” “delivery,” and words
of like import in or relating to any document to be signed in connection with this Security Agreement and the transactions contemplated
hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which
shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the
use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including
the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other similar state laws based on the Uniform Electronic Transactions Act.”


 


SECTION 3.         Reaffirmation
of Security Agreement. In connection with the execution and delivery of the Credit Agreement, as of the date hereof and immediately
after giving effect to this Agreement, each Grantor hereby (a) consents to the Credit Agreement and the transactions contemplated
thereby, (b) ratifies and reaffirms all of its obligations, contingent or otherwise, under the Security Agreement (as modified
by this Agreement) and each other Loan Document executed by such Grantor, and (c) ratifies and reaffirms its grant of liens on
and security interests in its properties pursuant to the Security Agreement (as modified by this Agreement) and each other Loan
Document executed by such Grantor, and confirms that such liens and security interests continue to secure the Secured Obligations.


 


SECTION 4.         Conditions
of Effectiveness. This Agreement shall become effective and be deemed effective as of the date hereof, if, and only if, the
Administrative Agent shall have received executed copies of this Agreement from each Grantor and the Administrative Agent.


 


SECTION 5.         Updating
of Exhibits to Security Agreement. Effective as of the date hereof, the Exhibits to the Security Agreement are hereby amended
and restated in their entirety in the form of Schedule 1 hereto.


 


SECTION 6.         Representations
and Warranties of the Grantors. Each Grantor hereby represents and warrants as follows:


 


(a)          The
Security Agreement as previously executed and as amended and modified prior to the date hereof hereby constitutes the legal, valid
and binding obligation of each Grantor and is enforceable against each Grantor in accordance with its terms, except as enforceability
may be limited by (i) bankruptcy, insolvency, fraudulent conveyances, reorganization, moratorium or similar laws relating to or
affecting the enforcement of creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding
in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing.


 




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(b)          As
of the date hereof and immediately after giving effect to this Agreement, each Grantor hereby (i) reaffirms all covenants, representations
and warranties made by it in the Security Agreement, and (ii) agrees that all such covenants, representations and warranties shall
be deemed to have been remade as of the effective date of this Agreement, provided that any such covenant, representation or warranty
that references a specific date is reaffirmed as of such referenced date.


 


SECTION 5.          Effect
on the Loan Documents.


 


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


 


(b)          Except
as specifically amended and modified above, the Security 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 Agreement shall neither, except as expressly provided herein, operate as a waiver
of any right, power or remedy of the Lenders or the Administrative Agent, nor constitute a waiver of any provision of the Credit
Agreement, Security Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.


 


(d)          All
references in the Security Agreement to the Previous Credit Agreement shall hereafter mean and refer to the Previous Credit Agreement
as amended and restated by the Credit Agreement.


 


(e)          All references to
the Security Agreement in the other Loan Documents and the Credit Agreement shall hereafter mean and refer to the Security Agreement,
as amended and modified hereby.


 


SECTION 6.       Governing
Law. This Agreement shall be construed in accordance with and governed by the internal law of the State of New York.


 


SECTION 7.         Headings.
The title of and section headings in this Agreement are for convenience of reference only, and shall not govern the interpretation
of any of the terms and provisions of this Agreement.


 


SECTION 8.         Counterparts.
This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart
of a signature page of this Agreement by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the
actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,”
“signed,” “signature,” “delivery,” and words of like import in or relating to any document
to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures,
deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be,
to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act.


 




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[Signature Pages Follow]


 




    	 	5	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the
date first written above.


 


	MYR GROUP INC.	 	GSW INTEGRATED SERVICES, LLC
	 	 	 
	By:	/s/ Gerald B. Engen	 	By:	/s/ Brad J. Munden 
	Name:	Gerald Engen	 	Name:	Brad J. Munden
	Title:	Secretary	 	Title:	Secretary and Treasurer


 


	THE L.E. MYERS CO.	 	STURGEON ELECTRIC CALIFORNIA, LLC
	 	 	 	 	 
	By:	/s/ Tod M. Cooper	 	By:	/s/ Jennifer L. Harper
	Name:	Tod M. Cooper	 	Name:	Jennifer L. Harper
	Title:	President	 	Title:	Treasurer


 


	HARLAN ELECTRIC COMPANY	 	STURGEON ELECTRIC COMPANY, INC.
	 	 	 	 	 
	By:	/s/ Tod M. Cooper	 	By:	/s/ Mindie W. McIff
	Name:	Tod M. Cooper	 	Name:	Mindie W. McIff
	Title:	President	 	Title:	Chief Executive Officer


 


	GREAT SOUTHWESTERN CONSTRUCTION, INC.	 	MYR TRANSMISSION SERVICES, INC.
	 	 	 	 	 
	By:	/s/ Brad J. Munden	 	By:	/s/ Brad J. Munden
	Name:	Brad J. Munden	 	Name:	Brad J. Munden
	Title:	Secretary and Treasurer	 	Title:	Secretary and Treasurer


 


	E.S. BOULOS COMPANY	 	MYR REAL ESTATE HOLDINGS, LLC
	 	 	 	 	 
	By:	/s/ Tod M. Cooper	 	By:	/s/ Raymond Holland 
	Name:	Tod M. Cooper	 	Name:	Raymond Holland
	Title:	President	 	Title:	Secretary and Treasurer


 


	MYR EQUIPMENT, LLC	 	HIGH COUNTRY LINE CONSTRUCTION, INC.
	 	 	 	 	 
	By:	/s/ Raymond Holland 	 	By:	/s/ Jennifer L. Harper
	Name:	Raymond Holland	 	Name:	Jennifer L. Harper
	Title:	President	 	Title:	Treasurer


 


Signature Page to


MYR Group Joinder, Amendment No. 1 and Reaffirmation
of Pledge and Security Agreement


 




     


     


    

 


	Agreed and Accepted:	 
	 	 
	JPMORGAN CHASE BANK, N.A., 	 
	as Administrative Agent	 
	 	 	 
	By:	/s/ Christopher L. Collins	 
	Name: 	Christopher L. Collins	 
	Title: 	Authorized Officer	 


 


Signature Page to


MYR Group Joinder, Amendment No. 1 and Reaffirmation
of Pledge and Security Agreement


 




     


     


    

 


Exhibit A


 


Existing Grantors


 


The L.E. Myers Co.


Harlan Electric Company


Sturgeon Electric Company, Inc.


Great Southwestern Construction, Inc.


MYR Transmission Services, Inc.


E.S. Boulos Company


MYR Real Estate Holdings, LLC


MYR Equipment, LLC


 




     


     


    

 


Schedule 1


 


Attached.


 




     


     


    

 

 


EXHIBIT “A”

(See Sections 3.3 and 4.1.7 of Security Agreement)


 


Place of business (if Grantor has only one
place of business) or chief executive office (if Grantor has more than one place of business) and mailing address:


 


	MYR GROUP INC.

1701 Golf Road, Suite 3-1012

Rolling Meadows, IL  60008	
        THE L.E. MYERS CO.

        1701 Golf Road, Suite 3-1012

        Rolling Meadows, IL 60008

	 	 
	HARLAN ELECTRIC COMPANY

 2695 Crooks Road 

Rochester Hills, MI  48309	
        STURGEON ELECTRIC COMPANY,

        INC.

        12150 East 112th Avenue

        Henderson, CO 80640

	 	 
	
        GREAT SOUTHWESTERN CONSTRUCTION, INC.

        1100 Topeka Way, PO Box 849

        Castle Rock, CO 80104
	
        MYR TRANSMISSION SERVICES, INC. 600 West Germantown Pike, Suite
        1053

        Plymouth Meeting, PA 19462

	 	 
	E. S. BOULOS COMPANY

45 Bradley Drive

Westbrook, Maine,  04092	MYR EQUIPMENT, LLC

1701 Golf Road, Suite 3-1012

Rolling Meadows, IL  60008
	 	 
	MYR REAL ESTATE HOLDINGS, LLC

1701 Golf Road, Suite 3-1012

Rolling Meadows, IL  60008	HIGH COUNTRY LINE CONSTRUCTION, INC.

131 N State St

Morgan, UT  84050
	 	 
	
        GSW INTEGRATED SERVICES, LLC

        1100 Topeka Way, P.O. Box 849

        Castle Rock, CO 80109
	
        STURGEON ELECTRIC CALIFORNIA, LLC

        13501 Benson Ave.

        Chino, CA 91710



 




     


     


    

 


EXHIBIT “B”

(See Section 3.7 of Security Agreement)


 


Patents, copyrights, trademarks protected under
federal law*:






 


U.S. Patent 8,613,426 B1 to Holland, et al.
Dated December, 2013, Power Line Puller Control Package


 


U.S. Copyright TXu000476985. Dated July 26,
1991, Buy Best Purchasing Program


 









 



* For (i) trademarks, show the trademark itself,
the registration date and the registration number; (ii) trademark applications, show the trademark applied for, the application
filing date and the serial number of the application: (iii) patents, show the patent number, issue date and a brief description
of the subject matter of the patent; and (iv) patent applications, show the serial number of the application, the application
filing date and a brief description of the subject matter of the patent applied for. Any licensing agreements for patents or trademarks
should be described on a separate schedule.




     


     


    

 


EXHIBIT “C”


 


[Reserved]


 




     


     


    

 


EXHIBIT “D”


 


List of Equity Interests of Pledge Securities

(See Section 3.10 of Security Agreement)


 





	Issuer	 	Description of Collateral	 	Percentage

Ownership Interest
	 	 	 	 	 
	The L. E. Myers Co.	 	Share Certificate representing

100 issued shares ($1.00 par value)	 	100% by Borrower
	 	 	 	 	 
	Harlan Electric Company	 	Share Certificate representing

100 issued shares ($1.00 par value)	 	100% by Borrower
	 	 	 	 	 
	Great Southwestern Construction, Inc.	 	Share Certificate representing 

50,000 issued shares ($1.00 par value)	 	100% by Borrower
	 	 	 	 	 
	Sturgeon Electric Company, 

Inc.	 	Share Certificate representing

100 issued shares ($0.01 par value)	 	100% by Harlan Electric Company
	 	 	 	 	 
	MYR Transmission 

Services, Inc. (formerly MYRcom, Inc.)	 	Share Certificate representing

100 issued shares ($0.01 par value)	 	100% by Borrower
	 	 	 	 	 
	E. S. Boulos Company	 	Share Certificate representing

100 issued shares ($0.01 par value)	 	100% by Borrower
	 	 	 	 	 
	MYR Equipment, LLC	 	Membership Certificate representing

100 membership interest units	 	Borrower as sole member
	 	 	 	 	 
	MYR Real Estate Holdings, LLC	 	Membership Certificate representing

100 membership interest units	 	Borrower as sole member
	 	 	 	 	 
	High Country Line Construction, Inc.	 	Share Certificate representing 60,000 issued shares ($0.01 par value)	 	100% by Sturgeon Electric Company, Inc.
	 	 	 	 	 
	GSW Integrated Services, LLC	 	Uncertificated	 	Great Southwestern Construction, Inc. as sole member
	 	 	 	 	 
	Sturgeon Electric California, LLC	 	Uncertificated	 	Sturgeon Electric Company, Inc. as sole member
	 	 	 	 	 
	MYR Group Construction Canada, Ltd.	 	Share Certificate representing 65 issued shares (without par value)	 	65% by Borrower


 




     


     


    

 


EXHIBIT “E”

(See Section 3.1 of Security Agreement)


 


OFFICES IN WHICH FINANCING STATEMENTS HAVE BEEN
FILED


 


Secretary of the State of the State of Delaware


 


Secretary of the State of the State of Oregon


 


Secretary of the State of the State of Colorado


 


Secretary of the State of the State of Michigan


 


Secretary of the State of the State of Nevada


 




     


     


    

 


EXHIBIT “F”

(See Section 4.11 of Security Agreement)


 


COMMERCIAL TORT CLAIMS


 


None