EX-10.3



 




EXHIBIT
10.3




EXHIBIT L




Form of Revolving Commitment Increase Agreement




     THIS AGREEMENT is made and entered into this 12th day of December, 2005, (this
“Agreement”) pursuant to that certain Amended and Restated Credit Agreement, dated as of
July 1, 2004, (as amended, supplemented or otherwise modified, the “Credit Agreement”)
among PIKE ELECTRIC CORPORATION, a Delaware corporation (“Holdings”), PIKE ELECTRIC, INC.,
a North Carolina corporation (the “Borrower”), the several banks and other financial
institutions from time to time parties thereto (the “Lenders”), J.P. MORGAN SECURITIES
INC., as syndication agent, NATIONAL CITY BANK, as documentation agent, and BARCLAYS BANK PLC, as
administrative agent for the Lenders thereunder (in such capacity, the “Administrative
Agent”).



W I T N E S S E T H:




     WHEREAS, the Borrower, the Administrative Agent and the Lenders have entered into the Credit
Agreement pursuant to which certain of the Lenders have, among other things, agreed to make
revolving loans to the Borrower in the principal amount of up to $70,000,000 at any one time
outstanding (which may be increased to $90,000,000); and



     WHEREAS, the Borrower has exercised its right to increase the Total Revolving Commitment
pursuant to Section 3.4 of the Credit Agreement, and First Tennessee Bank, National Association
(the “New Lender”) has agreed to provide the Borrower a Revolving Commitment of $10,000,000
increase its Revolving Commitment to $10,000,000 (the “New Lender Commitment”) thereby
increasing the then applicable Total Revolving Commitment to $10,000,000;



     NOW, THEREFORE, the Borrower and the New Lender do hereby agree as follows:



     1. Definitions. Unless the context otherwise requires, all terms used herein without
definition shall have the definition provided therefore in the Credit Agreement.



     2. New Lender Commitment. Subject to the conditions hereof, the New Lender agrees by
the execution of this Agreement that it [shall be a party to the Credit Agreement as a Lender and]
shall provide to the Borrower its Revolving Commitment in the amount of the New Lender Commitment.



     3. Representations and Warranties. The Borrower hereby represents and warrants that:




     (a) there exists no Default or Event of Default; and




     (b) all representations and warranties contained in the Agreement or in the other
Credit Documents in effect on the date hereof are true and correct in all material respects
with the same effect as though such representations and warranties had been made on and as
of the date hereof, except to the extent that such representations and warranties expressly
relate to an earlier date.



     4. New Lender. Upon the effectiveness of this Agreement, the New Lender, if not a
Lender prior to the effectiveness of this Agreement, shall be a party to the Credit Agreement and
have the rights and obligations of a Revolving Lender thereunder.



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     5. Entire Agreement. This Agreement, along with the Credit Agreement, sets forth the
entire understanding and agreement of the parties hereto in relation to the subject matter hereof
and supersedes any prior negotiations and agreements among the parties relative to such subject
matter. No promise, conditions, representation or warranty, express or implied, not herein set
forth shall bind any party hereto, and no one of them has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that, except as in this
Agreement or otherwise expressly stated, no representations, warranties or commitments, express or
implied, have been made by any other party to the other.



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



	 	 	 	 	 
	 	PIKE ELECTRIC, INC.

 	 
	 	By:  	
/s/ Mark Castaneda	 
	 	 	 	 
	 	Name:  	
Mark Castaneda	 
	 	 	 
	 	Title:  	
Chief Financial Officer	 
	 	 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	FIRST TENNESSEE BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Stewart deC. Holmes
 	 
	 	 	Name:  	Stewart deC. Holmes 	 
	 	 	Title:  	Senior Vice President 	 
	 


Acknowledged by and Consented to by:




BARCLAYS BANK PLC, as Administrative Agent

and as Letter of Credit Issuer




	 	 	 	 	 
	By:	 	
/s/ David Barton
 

	 	
	Name:	 	
David Barton
 
	 	 
	Title:	 	
Associate Director
 
	 	 







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