Exhibit 10.32
FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment, dated as of January 28, 1999 is made by and
among NATIONWIDE ELECTRIC, INC., a Delaware corporation ("Borrower"), the banks
or financial institutions listed on the signature pages hereof (individually
referred to as a "Bank" or collectively as the "Banks"), and NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, a national banking association, as agent for
the Banks (in such capacity, the "Agent").
Recitals
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The Borrower, the Agent and the Banks have entered into a Credit
Agreement dated as of December 22, 1998 (the "Credit Agreement").
The Borrower has requested that an amendment be made to the Credit
Agreement, which the Agent and the Banks are willing to make pursuant to the
terms and conditions set forth herein.
Accordingly, the Borrower, the Agent and the Banks hereby agree as
follows:
1. Year 2000. Section 5.8 of the Credit Agreement is hereby amended
by deleting the date "March 31, 1999" in line 7 and replacing it with the date
"November 1, 1999".
2. No Other Changes. Except as explicitly amended by this First
Amendment, all of the terms and conditions of the Credit Agreement shall remain
in full force and effect and shall apply to any advance or letter of credit
thereunder.
3. Conditions Precedent. This Amendment shall be effective when the
Agent and the Banks shall have received an executed original hereof and an
executed original of the Acknowledgment and Agreement of Guarantors attached
hereto.
4. Representations and Warranties. The Borrower hereby represents
and warrants to the Agent and the Banks as follows:
(a) The Borrower has all requisite power and authority to execute
this Amendment and to perform all of its obligations hereunder, and this
Amendment has been duly executed and delivered by the Borrower and
constitutes the legal, valid and binding obligation of the Borrower,
enforceable in accordance with its terms.
(b) All of the representations and warranties contained in Article IV
of the Credit Agreement are correct on and as of the date hereof as though
made on and as of such date, except to the extent that such representations
and warranties relate solely to an earlier date.
5. References. All references in the Credit Agreement to "this
Agreement" shall be deemed to refer to the Credit Agreement as amended hereby;
and any and all references in the Security Documents to the Credit Agreement
shall be deemed to refer to the Credit Agreement as amended hereby.
6. No Waiver. The execution of this Amendment and acceptance of any
documents related hereto shall not be deemed to be a waiver of any Default or
Event of Default under the Credit Agreement or breach, default or event of
default under any Security Document or other document held by the Agent and the
Banks, whether or not known to the Agent and the Banks and whether or not
existing on the date of this Amendment.
7. Costs and Expenses. The Borrower hereby reaffirms its agreement
under the Credit Agreement to pay all expenses, including the reasonable fees
and expenses of legal counsel for the Agent and Norwest, whether paid to outside
counsel or allocated to the Bank by in-house counsel, incurred in connection
with the negotiation, preparation, amendment and enforcement of the Loan
Documents, and the collection or attempted collection of the Obligations.
8. Miscellaneous. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original and all of which counterparts, taken together, shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be duly executed as of the day and year first above written.
NATIONWIDE ELECTRIC, INC. NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Agent
By /s/ Frank R. Clark
----------------------
Frank Clark
Its Chief Financial Officer By /s/ Laura Schmaltz Oberst
--------------------------------
Laura Schmaltz Oberst
Its Vice President
BANK ONE KENTUCKY, N.A. NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Bank
By /s/ Earl A. Dorsey
------------------------
Its Senior Vice President
-----------------------
By /s/ Laura Schmaltz Oberst
--------------------------------
Laura Schmaltz Oberst
Its Vice President
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ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS
The undersigned, each a guarantor of the indebtedness of Nationwide
Electric, Inc. (the "Borrower") to Norwest Bank Minnesota National Association
(the "Agent") pursuant to a separate Guaranty each dated as of December 22, 1998
(each, a "Guaranty"), hereby (i) acknowledges receipt of the foregoing First
Amendment; (ii) consents to the terms and execution thereof; (iii) reaffirms
his/its obligations to the Agent pursuant to the terms of his Guaranty; and (iv)
acknowledges that the Agent may amend, restate, extend, renew or otherwise
modify the Credit Agreement and any indebtedness or agreement of the Borrower,
or enter into any agreement or extend additional or other credit accommodations,
without notifying or obtaining the consent of the undersigned and without
impairing the liability of the undersigned under his/its Guaranty for all of the
Borrower's present and future indebtedness to the Agent.
THE ALLISON COMPANY ALLISON SMITH COMPANY
By /s/ Frank R. Clark
---------------------------- By /s/ Frank R. Clark
Frank Clark ----------------------------
Its Assistant Secretary Frank Clark
Its Assistant Secretary
HENDERSON ELECTRIC CO., INC. EAGLE ELECTRIC HOLDINGS, INC.
[DE]
By /s/ Frank R. Clark By /s/ Frank R. Clark
---------------------------- ----------------------------
Frank Clark Frank Clark
Its Assistant Secretary Its Assistant Secretary
EAGLE ELECTRIC HOLDINGS, INC. EAGLE ELECTRIC SYSTEMS, INC.
[MN]
By /s/ Frank R. Clark By /s/ Frank R. Clark
---------------------------- ----------------------------
Frank Clark Frank Clark
Its Secretary Its Assistant Secretary
PARSONS ELECTRIC CO. PARSONS ELECTRIC HOLDINGS, INC.
By /s/ Frank R. Clark By /s/ Frank R. Clark
---------------------------- ----------------------------
Frank Clark Frank Clark
Its Chief Financial Officer Its Assistant Secretary
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