Exhibit 10
FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT
AGREEMENT
(Revolving Loan Commitment Increase Pursuant to
Section 2.04
of Amended and Restated Credit
Agreement)
THIS FIRST AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT (this “ Amendment ”)
is effective as of the 17th day of October, 2006 (the “
Amendment Effective Date ”).
RECITALS
WHEREAS, MATRIX SERVICE
COMPANY , a Delaware corporation (the “ Borrower
”), JPMORGAN CHASE BANK, N.A. , as Administrative
Agent (the “ Agent ”) and as a Lender and
Issuing Bank, and the financial institutions therein named as
Lenders, are parties to that certain Amended and Restated Credit
Agreement dated as of December 20, 2005 (the “ Credit
Agreement ”);
WHEREAS, the Borrower has asked that
the Lenders increase the Aggregate Revolving Loan Commitments
pursuant to Section 2.04 of the Credit Agreement by
$10,000,000.00 (the “ Revolving Commitment Increase
”);
WHEREAS, pursuant to
Section 2.04(a) of the Credit Agreement, Agent notified
all Revolving Lenders of Borrower’s request for the Revolving
Commitment Increase and of the Revolving Lenders’ right to
participate in the Revolving Commitment Increase, but only certain
of the Revolving Lenders have agreed;
WHEREAS, this Amendment is being
executed to document the Revolving Commitment Increase.
NOW THEREFORE, in consideration of
the mutual agreements, provisions and covenants contained herein,
the parties hereto agree as follows:
Section 1. Incorporation by
Reference; Defined Terms . Capitalized terms used but not
defined in this Amendment (including the Recitals) shall have the
meanings given to them in the Credit Agreement. All terms defined
in the foregoing Recitals are incorporated herein by reference. The
term “Loan Documents” is hereby amended to include the
Credit Agreement, as amended by this Amendment, all as they may be
further amended from time to time with the consent of the Agent
and, to the extent required by the Credit Agreement, the Lenders.
The term “Agreement”, as used in the Credit Agreement,
is hereby amended to mean the Credit Agreement, as amended by this
Amendment and as it may be further amended from time to time with
the consent of the Agent and, to the extent required by the Credit
Agreement, the Lenders. The term “Credit Agreement” in
all other Loan Documents is hereby amended to mean the Credit
Agreement, as amended by this Amendment, as it may be further
amended from time to time with the consent of the Agent and, to the
extent required by the Credit Agreement, the Lenders.
Section 2. Increase in
Aggregate Revolving Loan Commitments Pursuant to Section 2.04
of the Credit Agreement; Borrowing Base .
(a) As contemplated by
Section 2.04(a) of the Credit Agreement, Agent notified
all Revolving Lenders of their right to participate in the
Revolving Commitment Increase. Ableco
Finance LLC and A3 Funding LP declined to
participate in the Revolving Commitment Increase. JPMorgan Chase
Bank, N.A. and Wachovia Bank, N.A. (collectively the “
Increasing Lenders ”) have agreed to increase their
Revolving Loan Commitments by an aggregate amount equal to the
Revolving Commitment Increase, and accordingly, effective as of the
Amendment Effective Date: (i) the Aggregate Revolving Loan
Commitments is increased to $50,000,000.00 and (ii) the amount
of each Revolving Lender’s Revolving Loan Commitment is set
forth in Schedule 2.01 attached hereto.
(b) After any fiscal quarter end as
of which the Senior Leverage Ratio is less than 2.00 to 1.00, as
reflected in a Compliance Certificate provided to Agent and each
Lender pursuant to Section 5.01(c) of the Credit
Agreement, and continuing until any fiscal quarter end as of which
the Senior Leverage Ratio is greater than or equal to 2.00 to 1.00,
as reflected in the applicable Compliance Certificate, (i) the
limitation on the total Revolving Credit Exposures in
Section 2.01(a)(ii)(B) ,
Section 2.05(a)(ii) and Section 2.06(b)(ii)
of the Credit Agreement (the Borrowing Base) shall be inapplicable,
(ii) any payment requirements arising due to
Section 2.10(c)(i) of the Credit Agreement shall be
inapplicable, and (iii) in the definition of the term
“Availability,” the reference to the Borrowing Base in
subsection (i)(A) thereof shall be inapplicable.
Section 3. Amendment
Effective Date . This Amendment shall be effective as of the
Amendment Effective Date, provided the following conditions
precedent are satisfied:
(a) Agent’s receipt of the
following, each of which shall be originals or facsimiles (followed
promptly by originals) unless otherwise specified, each properly
executed, each dated the same date as this Amendment (or, in the
case of certificates of governmental officials, a recent date
before the date of the Amendment) and each in form and substance
satisfactory to Agent and its legal counsel:
(i) executed counterparts of this
Amendment and all other documents and instruments requested by
Agent, sufficient in number for distribution to each Lender and
Borrower;
(ii) amended and restated
No
