EX-10.2 3 d72817_ex10-2.txt FOURTH AMENDMENT Exhibit 10.2 FOURTH AMENDMENT TO RESTATED UNDERWRITING, CONTINUING INDEMNITY, AND SECURITY AGREEMENT THIS FOURTH AMENDMENT TO RESTATED UNDERWRITING, CONTINUING INDEMNITY, AND SECURITY AGREEMENT ("this Fourth Amendment") is entered into as of the ___ day of October, 2007, by and among INTEGRATED ELECTRICAL SERVICES, INC., a Tennessee corporation, and certain of its Affiliates and Subsidiaries identified on Exhibit A, in their capacity as named Principal under any Bond (individually and collectively "Principal"); and INTEGRATED ELECTRICAL SERVICES, INC., a Delaware corporation, and certain of its Affiliates and Subsidiaries identified on Exhibit B (along with Principal, individually and collectively "Indemnitors"); and FEDERAL INSURANCE COMPANY, an Indiana corporation, its Affiliates and Subsidiaries and their respective co-sureties and reinsurers, and their respective successors and permitted assigns (individually and collectively "Surety"). All capitalized terms will have the meaning set out in Section 1. W I T N E S S E T H: WHEREAS, Indemnitors and Surety entered into that certain Restated Underwriting, Continuing Indemnity, and Security Agreement dated as of May 12, 2006, as amended by First Amendment to Restated Underwriting, Continuing Indemnity, and Security Agreement dated as of October 31, 2006, Rider to Add Principal/Indemnitor and Second Amendment to Restated Underwriting, Continuing Indemnity, and Security Agreement dated as of December 28, 2006, and Third Amendment to Restated Underwriting, Continuing Indemnity, and Security Agreement dated as of May 1, 2007 (collectively "the Agreement"), the terms of which are incorporated herein by this reference; and WHEREAS, the parties desire to enter into this Fourth Amendment for the purpose of amending and modifying the Agreement, as set out in this Fourth Amendment. NOW, THEREFORE, in consideration of the foregoing premises and other mutual considerations, the undersigned agree as follows: 1. Definitions. Unless otherwise specifically defined in this Fourth Amendment, all capitalized terms will have the meaning set out in the Agreement. 2. Bonds; Conditions Precedent to all Bonds. The reference to a One Hundred Million Dollars ($100,000,000) limitation on Bonded Backlog is deleted from paragraph (m) of Section 3 of the Agreement and replaced with a reference to One Hundred Fifty Million Dollars ($150,000,000). 3. Consent of Lender. Indemnitors will obtain the agreement of Bank of America, N.A. to amend the existing Intercreditor Agreement to delete any limitation on the aggregate penal amount of Bonds that may be issued per month from and after June 1, 2006. 4. Representations and Warranties of Indemnitors. Each Indemnitor represents and warrants to Surety that all of the representations and warranties made by Indemnitors in the Agreement (whether made as an Indemnitor or as a Principal) and in this Fourth Amendment are true and correct as applicable to such Principal or Indemnitor in all material respects, as of the date hereof (except to the extent its representations and warranties specifically relate to an earlier date). 5. Continuing Effect. Except as specifically set forth in this Fourth Amendment, the Agreement remains in full force and effect as originally written. 6. Counterparts. This Fourth Amendment may be executed by the parties independently in any number of counterparts, all of which together will constitute but one and the same instrument which is valid and effective as if all parties had executed the same counterpart. IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment as of the day and year first above written. SURETY: FEDERAL INSURANCE COMPANY By: _______________________________________ Its: ______________________________________ PRINCIPAL: INTEGRATED ELECTRICAL SERVICES, INC. By: _______________________________________ Curt Warnock, Senior Vice President ALADDIN WARD ELECTRIC & AIR, INC. AMBER ELECTRIC, INC. ARC ELECTRIC, INCORPORATED BACHOFNER ELECTRIC, INC. BRYANT ELECTRIC COMPANY, INC. COMMERCIAL ELECTRICAL CONTRACTORS, INC. CROSS STATE ELECTRIC, INC. DANIEL ELECTRICAL CONTRACTORS, INC. DAVIS ELECTRICAL CONSTRUCTORS, INC. ELECTRO-TECH, INC. FEDERAL COMMUNICATIONS GROUP, INC. 2 HATFIELD REYNOLDS ELECTRIC COMPANY IES HOUSTON RESOURCES, INC. KAYTON ELECTRIC, INC. MARK HENDERSON, INCORPORATED MENNINGA ELECTRIC, INC. MID-STATES ELECTRIC COMPANY, INC. MITCHELL ELECTRIC COMPANY, INC. MURRAY ELECTRICAL CONTRACTORS, INC. NEWCOMB ELECTRIC COMPANY, INC. NEW TECHNOLOGY ELECTRICAL CONTRACTORS, INC. PAN AMERICAN ELECTRIC, INC. PAULIN ELECTRIC COMPANY, INC. PRIMENET, INC. PRIMO ELECTRIC COMPANY RODGERS ELECTRIC COMPANY, INC. RON'S ELECTRIC, INC. THOMAS POPP & COMPANY VALENTINE ELECTRICAL, INC. By: __________________________________________ Curt Warnock Vice President BEXAR ELECTRIC COMPANY, LTD. By: BW/BEC Inc., its general partner By: ______________________________________ Curt Warnock Vice President HAYMAKER ELECTRIC, LTD. By: General Partner, Inc., its general partner By: ______________________________________ Curt Warnock Vice President 3 HOUSTON-STAFFORD ELECTRICAL CONTRACTORS LP By: Houston-Stafford Management LLC, its general partner By: _______________________________________ Curt Warnock Vice President MILLS ELECTRIC LP By: Mills Management LLC By: _______________________________________ Curt Warnock Vice President NEAL ELECTRIC LP By: BW/BEC Inc., its general partner By: _______________________________________ Curt Warnock Vice President RAINES ELECTRIC LP By: Raines Management LLC, its general partner By: _______________________________________ Curt Warnock Vice President RIVIERA ELECTRIC, LLC By: __________________________________________ Curt Warnock Vice President 4 INDEMNITORS: INTEGRATED ELECTRICAL SERVICES, INC. By: _______________________ Curt Warnock, Senior Vice President ALADDIN WARD ELECTRIC & AIR, INC. AMBER ELECTRIC, INC. ARC ELECTRIC, INCORPORATED BACHOFNER ELECTRIC, INC. BRYANT ELECTRIC COMPANY, INC. COMMERCIAL ELECTRICAL CONTRACTORS, INC. CROSS STATE ELECTRIC, INC. DANIEL ELECTRICAL CONTRACTORS, INC. DAVIS ELECTRICAL CONSTRUCTORS, INC. ELECTRO-TECH, INC. FEDERAL COMMUNICATIONS GROUP, INC. HATFIELD REYNOLDS ELECTRIC COMPANY IES HOUSTON RESOURCES, INC. KAYTON ELECTRIC, INC. MARK HENDERSON, INCORPORATED MENNINGA ELECTRIC, INC. MID-STATES ELECTRIC COMPANY, INC. MITCHELL ELECTRIC COMPANY, INC. MURRAY ELECTRICAL CONTRACTORS, INC. NEWCOMB ELECTRIC COMPANY, INC. NEW TECHNOLOGY ELECTRICAL CONTRACTORS, INC. PAN AMERICAN ELECTRIC, INC. PAULIN ELECTRIC COMPANY, INC. PRIMENET, INC. PRIMO ELECTRIC COMPANY RODGERS ELECTRIC COMPANY, INC. RON'S ELECTRIC, INC. THOMAS POPP & COMPANY VALENTINE ELECTRICAL, INC. By: __________________________________________ Curt Warnock Vice President 5 BEXAR ELECTRIC COMPANY, LTD. By: BW/BEC Inc., its general partner By: ____________________________________ Curt Warnock Vice President HAYMAKER ELECTRIC, LTD. By: General Partner, Inc., its general partner By: ____________________________________ Curt Warnock Vice President HOUSTON-STAFFORD ELECTRICAL CONTRACTORS LP By: Houston-Stafford Management LLC, its general partner By: ____________________________________ Curt Warnock Vice President MILLS ELECTRIC LP By: Mills Management LLC By: ____________________________________ Curt Warnock Vice President NEAL ELECTRIC LP By: BW/BEC Inc., its general partner By: ____________________________________ Curt Warnock Vice President 6 RAINES ELECTRIC LP By: Raines Management LLC, its general partner By: ____________________________________ Curt Warnock Vice President RIVIERA ELECTRIC, LLC By: ____________________________________ Curt Warnock Vice President 7