Exhibit 10.3
AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is made and
entered into on May 7, 2008, by and among BANK OF AMERICA, N.A., a national
banking association ("BA"), in its capacity as collateral and administrative
agent for the Lenders under the Loan Agreement (as hereinafter defined) (BA, in
such capacity, the "Agent"), BA, as Lender under the Loan Agreement (BA,
together with the various financial institutions listed on the signature
pages hereof, in such capacity, the "Lenders"), the Lenders, INTEGRATED
ELECTRICAL SERVICES, INC., a Delaware corporation ("Parent"), each of the
Subsidiaries of Parent listed on Annex I attached hereto (Parent and such
Subsidiaries of Parent being herein referred to collectively as the
"Borrowers"), and the Subsidiaries of Parent listed on Annex II attached hereto
(such Subsidiaries being referred to herein as the "Guarantors", and Borrowers
and Guarantors being referred to herein as the "Credit Parties").
RECITALS
A.
Agent, Lenders and Credit Parties have entered into that certain
Loan and Security Agreement, dated as of May 12, 2006 (the Loan and Security
Agreement, as amended from time to time, being referred to herein as the "Loan
Agreement").
B.
Credit Parties, Agent and Lenders desire to amend the Loan
Agreement as hereinafter set forth, subject to the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises herein contained and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, agree as follows:
AGREEMENT
ARTICLE I
DEFINITIONS
1.01
CAPITALIZED TERMS USED IN THIS AMENDMENT ARE DEFINED IN THE LOAN
AGREEMENT, AS AMENDED HEREBY, UNLESS OTHERWISE STATED.
ARTICLE II
AMENDMENTS
Effective as of the respective date hereinafter specified, the Loan Agreement is
hereby amended as follows:
2.01
AMENDMENT OF SECTION 1.
EFFECTIVE AS OF THE DATE HEREOF, THE
INTRODUCTORY PARAGRAPH OF SECTION 1 OF THE LOAN AGREEMENT IS AMENDED TO REPLACE
THE AMOUNT "$80,000,000" WITH THE AMOUNT "$60,000,000".
2.02
AMENDMENT OF SECTION 2.2.
EFFECTIVE AS OF THE DATE HEREOF,
SECTION 2.2.3 OF THE LOAN AGREEMENT IS HEREBY AMENDED AND RESTATED IN ITS
ENTIRETY TO READ AS FOLLOWS:
"2.2.3
LETTER OF CREDIT FEE.
THE BORROWERS JOINTLY AND SEVERALLY AGREE TO PAY
(I) TO THE AGENT, FOR THE ACCOUNT OF THE LENDERS, IN ACCORDANCE WITH THEIR
RESPECTIVE PRO RATA SHARES, FOR EACH LETTER OF CREDIT, A FEE (THE "LETTER OF
CREDIT FEE") (A) FOR THE PERIOD FROM THE AMENDMENT CLOSING DATE THROUGH
SEPTEMBER 30, 2008, EQUAL TO THREE PERCENT (3.00%) PER ANNUM AND (B) AT ANY
THEREAFTER, EQUAL TO THE APPLICABLE MARGIN FOR REVOLVER LOANS THAT ARE LIBOR
LOANS, AND (II) TO AGENT FOR THE BENEFIT OF THE LETTER OF CREDIT ISSUER A
FRONTING FEE OF ONE-QUARTER OF ONE PERCENT (0.25%) PER ANNUM OF THE UNDRAWN FACE
AMOUNT OF EACH LETTER OF CREDIT, AND (III) TO THE LETTER OF CREDIT ISSUER, ALL
OUT-OF-POCKET COSTS, FEES AND EXPENSES INCURRED BY THE LETTER OF CREDIT ISSUER
IN CONNECTION WITH THE APPLICATION FOR,