STOCKHOLDERS AGREEMENT dated as of April 18, 2002 among PIKE EQUIPMENT AND SUPPLY COMPANY (TO BE RENAMED PIKE HOLDINGS, INC.), CERTAIN ROLLOVER HOLDERS, CERTAIN MANAGEMENT STOCKHOLDERS and LGB PIKE LLCStockholders Agreement • June 3rd, 2005 • Pike Holdings, Inc. • Electrical work • New York
WHEREAS pursuant to the Recapitalization and Investment Agreement dated March 15, 2002, by and among LGB LLC, LGB Acquisition Corp., a North Carolina corporation, the Company, Pike Electric, Inc., a North Carolina corporation (“Pike”), Pike Merger Sub, Inc., a North Carolina corporation, and certain shareholders of Pike, as amended by the Amendment Agreement and Consent dated as of April 11, 2002 (as so amended, the “Recapitalization Agreement”), (a) LGB LLC shall purchase a number of shares of common stock of Pike, (b) LGB Acquisition Corp. shall merge with and into Pike as a result of which certain shareholders of Pike shall exchange certain capital stock of the Company owned by them for cash and shares of preferred stock of Pike, (c) the Rollover Holders shall exchange certain capital stock of the Company owned by them for cash and shares of preferred stock of Pike and retain their shares of capital stock not so exchanged, (d) LGB LLC shall retain its shares of common stock of Pike,
LGB PIKE LLC c/o Goldberg Lindsay & Co. LLC 630 Fifth Avenue, 30th Floor New York, NY 10111Pike Holdings, Inc. • June 3rd, 2005 • Electrical work • New York
ContractAmendment Agreement • June 3rd, 2005 • Pike Holdings, Inc. • Electrical work • New York
This AMENDMENT AGREEMENT (this “Amendment Agreement”) dated as of July 1, 2004, to the MANAGEMENT ADVISORY SERVICES AGREEMENT (the “MASA”) dated as of April 18, 2002, between Pike Electric, Inc., a North Carolina corporation, and Goldberg Lindsay & Co. LLC, a Delaware limited liability company.
Management Advisory Services AgreementPike Holdings, Inc. • June 3rd, 2005 • Electrical work
This letter is to confirm our understanding with regard to the payment of certain fees and expenses related to your advisory services in connection with the Recapitalization and Investment Agreement dated March 15, 2002, by and among LGB Pike LLC, a Delaware limited liability company (“Parent”), LGB Acquisition Corp., a North Carolina corporation and a wholly owned subsidiary of Parent, certain of our stockholders, Pike Equipment and Supply Company, a North Carolina corporation, Pike Merger Sub, Inc., a North Carolina corporation, and us, as amended by the Amendment Agreement and Consent dated as of April 11, 2002 (as so amended, the “Recapitalization Agreement”). In connection therewith, you will (a) assist us in arranging new bank credit facilities, negotiating the related credit agreements and various ancillary agreements (the “Loan Documents”) to be entered into at the Closing (as defined in the Recapitalization Agreement) and (b) if the Closing occurs, provide management, financia
ContractPike Holdings, Inc. • June 3rd, 2005 • Electrical work • New York
FIRST AMENDMENT dated as of December 10, 2004 (the “First Amendment”), to (a) the Amended and Restated Credit Agreement dated as of July 1, 2004 (the “Credit Agreement”), among PIKE HOLDINGS, INC. (“Holdings”), PIKE ELECTRIC, INC. (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”) and (b) the Amended and Restated Guarantee and Collateral Agreement dated as of July 1, 2004 (the “Guarantee and Collateral Agreement”) made by each of the signatories thereto in favor of the Administrative Agent. All capitalized terms used herein that are defined in the Credit Agreement and that are not otherwise defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.
AMENDED AND RESTATED CREDIT AGREEMENT among PIKE HOLDINGS, INC., PIKE ELECTRIC, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, BARCLAYS BANK PLC, as Administrative Agent, J.P. MORGAN SECURITIES INC., as Syndication Agent,...Credit Agreement • June 3rd, 2005 • Pike Holdings, Inc. • Electrical work • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 1, 2004, among PIKE HOLDINGS, INC. (“Holdings”), a North Carolina corporation, PIKE ELECTRIC, INC. (the “Borrower”), a North Carolina corporation, the lending and other financial institutions listed from time to time on Annex 1.1A hereto (each a “Lender” and, collectively, the “Lenders”), NATIONAL CITY BANK, as documentation agent (in such capacity, the “Documentation Agent”), BARCLAYS CAPITAL and J.P. MORGAN SECURITIES INC., as co-lead arrangers and joint bookrunners (collectively, in such capacity, the “Arrangers”), J.P. MORGAN SECURITIES INC., as syndication agent (the “Syndication Agent”), and BARCLAYS BANK PLC, as administrative agent (the “Administrative Agent”). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 10 are used herein as so defined.
