Exhibit 10.3


 


EXECUTION COPY


 


JOINDER,
amendment no. 1 and REAFFIRMATION

OF GUARANTY


 


THIS JOINDER, AMENDMENT
NO. 1 AND REAFFIRMATION OF GUARANTY (this “Agreement”), dated as of June 30, 2016, is by and among the Subsidiaries
of MYR Group Inc. (the “Borrower”) listed on Exhibit A hereto (each an “Existing Guarantor”),
High Country Line Construction, Inc. (“High Country”), GSW Integrated Services, LLC (“GSW”),
Sturgeon Electric California, LLC (together with High Country and GSW, the “New Guarantors”), those additional
Subsidiaries of the Borrower which become parties to the Guaranty (as defined below) by executing a supplement thereto (such additional
Subsidiaries, together with the Existing Guarantors and the New Guarantors, each a “Guarantor” and collectively
the “Guarantors”) and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”),
for the benefit of the Holders of Secured Obligations under 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 Guaranty (as defined below), as applicable.


 


WITNESSETH


 


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


 


WHEREAS, the New Guarantors
agree to join the Guaranty as a “Guarantor” thereunder;


 


WHEREAS, the Guarantors
are willing to amend the Guaranty and reaffirm their obligations under the Guaranty 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 Guaranty. Each of the New Guarantors agrees
to become, and does hereby become, a “Guarantor” under the Guaranty and agrees to be bound by such Guaranty as if originally
a party thereto. Each of the New Guarantors represents and warrants as to itself that all of the representations and warranties
contained in Section 1 of the Guaranty are true and correct in all respects as of the date hereof.


 


Section
2.         Amendments to Guaranty. Effective as of the date hereof but
subject to the satisfaction of the conditions precedent set forth in Section 4 below, the Guaranty is hereby amended as
follows:


 




     


     


    

 


(a)          Section
2 is amended to insert the phrase “(provided, however, that the definition of “Guaranteed Obligations” shall
not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded
Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor)” immediately after the phrase
“(all of the foregoing being referred to collectively as the “Guaranteed Obligations””.


 


(b)          Section
4 is amended by inserting the following sentence at the end thereof:


 


“The parties
hereto acknowledge and agree that each of the Guaranteed Obligations shall be due and payable in the same currency as such Guaranteed
Obligation is denominated, but if currency control or exchange regulations are imposed in the country which issues such currency
with the result that such currency (the “Original Currency”) no longer exists or the relevant Guarantor is not
able to make payment in such Original Currency, then all payments to be made by such Guarantor hereunder in such currency shall
instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of payment) of such payment due, it
being the intention of the parties hereto that each Guarantor takes all risks of the imposition of any such currency control or
exchange regulations.”


 


(c)          Section
6(b) is amended to delete the word “has” in the third sentence thereof and substitute the phrase “, any Swap
Agreement or any Banking Services Agreement have” therefor.


 


(d)          Section
7(a) is amended to delete the word “has” therefrom and substitute the phrase “, any Swap Agreement or any Banking
Services Agreement have” therefor.


 


(e)          Section
7(e) is amended to insert the phrase “, the Swap Agreements and the Banking Services Agreements” before the period
at the end thereof.


 


(f)           Section
11 and Section 12 are each amended to delete the phrase “creating the Secured Obligations” therefrom.


 


(g)          Section
14(b) is amended to delete the word “nonexclusive” therefrom and to substitute the word “exclusive” therefor.


 


(h)          The
following new Section 25 shall be inserted immediately after Section 24 thereof:


 


“SECTION
25.   Keepwell. Each Qualified ECP Guarantor hereby jointly and severally
absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time
by each other Loan Party to honor all of its obligations under this Guaranty or Article X of the Credit Agreement, as applicable,
in respect of Specified Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this
Section 25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under
this Section 25 or otherwise under this Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent
transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 25 shall remain
in full force and effect until a discharge of such Qualified ECP Guarantor’s Guaranteed Obligations in accordance with the
terms hereof and the other Loan Documents. Each Qualified ECP Guarantor intends that this Section 25 constitute, and this
Section 25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each
other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. As used herein, “Qualified
ECP Guarantor” means, in respect of any Specified Swap Obligation, each Guarantor that has total assets exceeding $10,000,000
at the time the relevant Guarantee or grant of the relevant security interest becomes or would become effective with respect to
such Specified Swap Obligation or such other Person as constitutes an ECP and can cause another Person to qualify as an ECP at
such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”


 




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(i)           The
following new Section 26 shall be inserted immediately after Section 25 thereof:


 


“SECTION
26.   Counterparts. This Guaranty 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 Guaranty 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 Guaranty. The words “execution,” “signed,” “signature,”
“delivery,” and words of like import in or relating to any document to be signed in connection with this Guaranty 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 Guaranty. 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 Guarantor hereby (a) consents to the Credit Agreement and the transactions contemplated thereby,
(b) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under the Guaranty as modified
by this Agreement and each other Loan Document executed by the undersigned, and (c) ratifies and reaffirms its guaranty and accommodation
liabilities under the Guaranty as modified by this Agreement.


 


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 Guarantor and the Administrative Agent.         


 


SECTION 5.         Representations
and Warranties of the Guarantors. Each Guarantor hereby represents and warrants as follows:


 


(a)          The
Guaranty as previously executed and as amended and modified hereby constitutes the legal, valid and binding obligation of each
Guarantor and is enforceable against each Guarantor in accordance with its terms, except as enforceability may be limited by (i)
bankruptcy, insolvency, fraudulent conveyances, reorganization, moratorium or other 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.


 


(b)          As
of the date hereof and immediately after giving effect to this Agreement, each Guarantor hereby (i) reaffirms all covenants, representations
and warranties made by it in the Guaranty, 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.


 




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SECTION 6.          Effect
on the Loan Documents.


 


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


 


(b)          Except
as specifically amended and modified above, the Guaranty 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, Guaranty or any other documents, instruments and agreements executed and/or delivered in connection therewith.


 


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


 


SECTION 5.        Governing
Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York.


 


SECTION 6.         Headings.
Section headings in this Agreement are for convenience of reference only and shall not govern the interpretation of any provision
of this Agreement.


 


SECTION 7.         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.


 


[Signature Pages Follow]


 




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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.


 


	THE L.E. MYERS CO.	 	STURGEON ELECTRIC CALIFORNIA, LLC
	 	 	 	 	 
	By:	/s/ Tod M. Cooper 	 	By:	/s/ Mindie W. McIff 
	Name:	Tod M. Cooper	 	Name:	Mindie W. McIff
	Title:	President	 	Title:	Chief Executive Officer


 


	HARLAN ELECTRIC COMPANY	 	STURGEON ELECTRIC COMPANY, INC.
	 	 	 	 	 
	By:	/s/ Tod M. Cooper 	 	By:	/s/ Jennifer L. Harper 
	Name:	Tod M. Cooper	 	Name:	Jennifer L. Harper
	Title:	President	 	Title:	Treasurer


 


	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


 


	GSW INTEGRATED SERVICES, LLC	 
	 	 	 
	By:	/s/ Brad J. Munden 	 
	Name:	Brad J. Munden	 
	Title:	Secretary and Treasurer	 


 


Signature Page to


MYR Group Joinder, Amendment No. 1 and Reaffirmation
of Guaranty


 




     


     


    

 


	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 Guaranty


 




     


     


    

 


Exhibit A


 


Existing Guarantors


 


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