Term Loan Agreement

Exhibit 10.3 $53,000,000TERM LOAN AGREEMENTamongINTEGRATED ELECTRICAL SERVICES, INC.,
as Borrower,The Several Lenders from Time to Time Party Hereto,andWILMINGTON TRUST COMPANY,
as Administrative AgentDated as of May 12, 2006


TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 1.1 Defined Terms 1 1.2 Other Definitional Provisions 17 SECTION 2. AMOUNT AND TERMS OF TERM COMMITMENTS 18 2.1 Term Commitments 18 2.2 Procedure for Loan Borrowing 18 2.3 Maturity Date 18 2.4 Fees, etc. 18 2.5 Optional Prepayments 18 2.6 Mandatory Prepayments 18 2.7 Additional Terms Relating to Prepayments 19 2.8 Interest Rates and Payment Dates 19 2.9 Computation of Interest and Fees 21 2.10 Pro Rata Treatment and Payments 22 2.11 Requirements of Law 22 2.12 Taxes 23 2.13 Change of Lending Office 25 2.14 Replacement of Lenders 25 SECTION 3. REPRESENTATIONS AND WARRANTIES 25 3.1 Financial Condition 25 3.2 No Change 26 3.3 Existence; Compliance with Law 26 3.4 Power; Authorization; Enforceable Obligations 26 3.5 No Legal Bar 27 3.6 Litigation 27 3.7 No Default 27 3.8 Ownership of Property; Liens 27 3.9 Intellectual Property 27 3.10 Taxes 27 3.11 Federal Regulations 28 3.12 Labor Matters 28 3.13 ERISA 28 3.14 Investment Company Act; Other Regulations 28 3.15 Subsidiaries 28 3.16 Use of Proceeds 29 3.17 Environmental Matters 29 3.18 Accuracy of Information, etc 29 3.19 Security Documents 30 3.20 Solvency 30


Page 3.21 Certain Documents 30 SECTION 4. CONDITIONS PRECEDENT 30 4.1 Conditions to Initial Extension of Credit 30 SECTION 5. AFFIRMATIVE COVENANTS 33 5.1 Financial Statements 33 5.2 Certificates; Other Information 34 5.3 Payment of Obligations 35 5.4 Maintenance of Existence; Compliance 35 5.5 Maintenance of Property; Insurance 35 5.6 Inspection of Property; Books and Records; Discussions 35 5.7 Notices 36 5.8 Environmental Laws 36 5.9 Additional Collateral, etc 37 SECTION 6. NEGATIVE COVENANTS 38 6.1 Financial Condition Covenants 38 6.2 Indebtedness 40 6.3 Liens 41 6.4 Fundamental Changes 42 6.5 Disposition of Property 43 6.6 Restricted Payments 43 6.7 Investments 43 6.8 Modifications of Certain Debt Instruments 44 6.9 Transactions with Affiliates 44 6.10 Sales and Leasebacks 44 6.11 Swap Agreements 44 6.12 Changes in Fiscal Periods 44 6.13 Negative Pledge Clauses 44 6.14 Clauses Restricting Subsidiary Distributions 44 6.15 Lines of Business 45 SECTION 7. EVENTS OF DEFAULT 45 SECTION 8. THE Administrative agent 47 8.1 Appointment 47 8.2 Delegation of Duties 47 8.3 Exculpatory Provisions 48 8.4 Reliance by Administrative Agent 48 8.5 Notice of Default 49 8.6 Non-Reliance on Administrative Agent and Other Lenders 49 8.7 Indemnification 50 8.8 Administrative Agent in Its Individual Capacity 50


Page 8.9 Successor Administrative Agent 50 SECTION 9. MISCELLANEOUS 50 9.1 Amendments and Waivers 50 9.2 Notices 51 9.3 No Waiver; Cumulative Remedies 52 9.4 Survival of Representations and Warranties 52 9.5 Payment of Expenses and Taxes 52 9.6 Successors and Assigns; Participations and Assignments 53 9.7 Adjustments; Set-off 56 9.8 Counterparts 56 9.9 Severability 56 9.10 Integration 56 9.11 GOVERNING LAW 56 9.12 Submission To Jurisdiction; Waivers 57 9.13 Acknowledgements 57 9.14 Releases of Guarantees and Liens 57 9.15 Confidentiality 58 9.16 Patriot Act 58 9.17 WAIVERS OF JURY TRIAL 58


SCHEDULES : 1.1A Commitments1.1B Bonded Contracts1.1C Mortgaged Property1.1D Commercial Subsidiaries1.1E Residential Subsidiaries1.1F Shutdown Subsidiaries3.4 Consents, Authorizations, Filings and Notices3.15 Subsidiaries3.19(a) UCC Filing Jurisdictions3.19(c) Mortgage Filing Jurisdictions5.10 Post-Closing Matters6.2(d) Existing Indebtedness6.3(f) Existing Liens EXHIBITS : A Form of Guarantee and Collateral AgreementB Form of Compliance CertificateC Form of Closing CertificateD Form of MortgageE Form of Assignment and AssumptionF Form of Legal Opinion of Vinson & Elkins LLPG Form of Intercreditor Agreement


TERM LOAN AGREEMENT (this " Agreement" ), dated as of May 12, 2006, among INTEGRATED ELECTRICAL SERVICES, INC., a Delaware corporation (the " Borrower" ), the several banks and other financial institutions from time to time party to this Agreement (collectively, the " Lenders" ) and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as administrative agent. WITNESSETH : WHEREAS, on February 14, 2006 (the " Petition Date" ), the Borrower and certain of its direct and indirect domestic subsidiaries (collectively, the " Debtors" ) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. a7a7 101 et seq . (as amended, the " Bankruptcy Code" ) with the United States Bankruptcy Court for the Northern District of Texas (the " Bankruptcy Court" ) and continued in possession of their property and in the management of their businesses pursuant to Bankruptcy Code Sections 1107 and 1108; WHEREAS, (i) on April 28, 2006, the Bankruptcy Court entered an order (the " Confirmation Order" ) confirming the Debtors' Second Amended Joint Plan of Reorganization of Integrated Electrical Services, Inc., dated as of March 17, 2006 (as in effect on the date of confirmation thereof pursuant to the Confirmation Order, the " Plan of Reorganization" ); and WHEREAS, in connection with confirmation and implementation of the Plan of Reorganization, the Debtors have requested the Lenders to make loans and other extensions of credit available to the Debtors to enable the Debtors to finance certain aspects of the Plan of Reorganization, including repayment in full of the holders of the Senior Convertible Notes (as defined below) and pay related fees and expenses under this Facility, and the Lenders have agreed, subject to the terms and conditions hereof, to enter into this Agreement. Accordingly, the parties hereto hereby agree as follows:SECTION 1. DEFINITIONS 1.1 Defined Terms . As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1. " ABL Facility" : the revolving credit facility provided to the Borrower and certain of its Subsidiaries pursuant to the ABL Facility Agreement and any refinancings, renewals or extensions thereof in accordance with Section 6.2. " ABL Facility Agent" : Bank of America, N.A., in its capacity as agent under the ABL Facility Agreement, and any successor agent thereto. " ABL Facility Agreement" : the Loan and Security Agreement, dated as of the date hereof, among the Borrower, the Subsidiaries of the Borrower party thereto, the financial institutions named therein and the ABL Facility Agent, as in effect on the date hereof and as hereafter amended, supplemented or otherwise modified from time to time in accordance with Section 6.8 or refinanced, renewed or extended in accordance with Section 6.2. " ABL Facility Amount" : $10,000,000; provided that the ABL Facility Amount shall be $15,000,000 for the initial 45 days after the Closing Date.


2 " Adjusted Applicable Interest Rate" : the Applicable Interest Rate as it may be adjusted from time to time in accordance with Section 2.8. " Adjusted Net Earnings from Operations" : with respect to any period of the Loan Parties, the Loan Parties' net income on a consolidated basis after provision for income taxes for such period, as determined in accordance with GAAP and reported on the financial statements for such period, excluding any and all of the following to the extent included in such net income: (a) gain or loss arising from the sale of any capital assets; (b) gain arising from any write-up in the book value of any asset; (c) earnings of any Person, substantially all the assets of which have been acquired by any Loan Party in any manner, to the extent realized by such other Person prior to the date of acquisition; (d) earnings of any Person (other than a Loan Party) in which any Loan Party has an ownership interest unless (and only to the extent) such earnings shall actually have been received by such Loan Party in the form of cash distributions; (e) earnings of any Person to which assets of any Loan Party shall have been sold, transferred or disposed of, or into which the Loan Party shall have been merged, or which has been a party with any Loan Party to any consolidation or other form of reorganization, prior to the date of such transaction; (f) gain arising from the acquisition of debt or equity securities of the Loan Parties or from cancellation or forgiveness of Indebtedness; and (g) gain arising from extraordinary items, as determined in accordance with GAAP, or from any other non-recurring transaction. " Administrative Agent" : Wilmington Trust Company, as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors and assigns. " Affiliate" : as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, " control" of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. " Aggregate Principal Amount Outstanding" : at any time, the amount equal to the sum of (a) the principal amount of the Loans outstanding at such time and (b) the amount of interest, if any, at such time that has accrued and been paid by capitalizing such interest as additional Loans under the Facility. " Agreement" : as defined in the preamble hereto. " Applicable Interest Rate" : 10.75% per annum. " Approved Fund" : as defined in Section 9.6(b). " Asset Sale" : any Disposition of property or series of related Dispositions of property (excluding any such Disposition permitted by clause (a), (b), (c) or (d) of Section 6.5) that yields gross proceeds to any Group Member (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $100,000. " Assignee" : as defined in Section 9.6(b). " Assignment and Assumption" : an Assignment and Assumption, substantially in the form of Exhibit E.


3 " Bankruptcy Code" : as defined in the recitals hereto. " Bankruptcy Court" : as defined in the recitals hereto. " Benefitted Lender" : as defined in Section 9.7(a). " Board" : the Board of Governors of the Federal Reserve System of the United States (or any successor). " BofA Loan Termination Date" : as defined in the Intercreditor Agreement and after taking into account Section 5.3(b) thereof. " Bonded Accounts" : as to any Loan Party, all now owned or hereafter acquired accounts (as defined in the Uniform Commercial Code) and (whether included in such definition) accounts receivable, and proceeds (other than such proceeds which are negotiable instruments or cash or Cash Equivalents in the possession or control of the ABL Facility Agent or the Administrative Agent, as applicable), including, without limitation, all insurance proceeds and letter of credit proceeds, in each case solely to the extent such accounts, accounts receivable and proceeds arise out of a Bonded Contract including, but not limited to, Bonded Retainage, and all forms of obligations whatsoever owing to any Loan Party under instruments and documents of title constituting the foregoing or proceeds thereof; and all rights, securities and guarantees with respect to each of the foregoing. " Bonded Contract" : the contracts listed on Schedule 1-1B attached hereto and any future contract in respect of which any Surety Bond shall have been issued on behalf of any Loan Party. " Bonded Equipment" : all now owned or hereafter acquired right, title and interest with respect to equipment (as defined in the Uniform Commercial Code) owned by a Loan Party and (whether or not included in such definition) all other personal property, in each case which is delivered to, prefabricated for or specifically ordered for a Bonded Job Site, whether or not the same will be deemed to be affixed to, arise out of or relate to any real property, together with all accessions thereto. " Bonded Inventory" : all now owned or hereafter acquired inventory of the Loan Parties including, without limitation, goods, merchandise and other personal property, in each case which is furnished under any Bonded Contract, all raw materials, work in process, finished goods and materials and supplies of any kind, nature or description in each case which is delivered to, prefabricated for or specifically ordered for a Bonded Job Site. " Bonded Job Site" : the site specified in a Bonded Contract where any Loan Party is to perform the specialized electrical and communication services required thereunder, including all other labor, materials, equipment and services provided or to be provided to fulfill its obligations thereunder. " Bonded Retainage" : contract proceeds periodically withheld by an account debtor to provide further security for the performance by any Loan Party of a Bonded Contract, and as such are payable to it only upon a clear demonstration of compliance with the terms of a Bonded Contract. " Borrower" : as defined in the preamble hereto. " Business Day" : a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.


4 " Capital Expenditures" : for any period, with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries for the purchase, leasing (pursuant to a capital lease) or other acquisition of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries. " Capital Lease Obligations" : as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP. " Capital Stock" : any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing. " Cases" : the voluntary cases under Chapter 11 of the Bankruptcy Code commenced by the Debtors in the Bankruptcy Court. " Cash Collateral" : cash or Cash Equivalents, and any interest earned thereon, that are deposited with the ABL Facility Agent in the Cash Collateral Account. " Cash Collateral Account" : as defined in the ABL Facility Agreement in effect as of the Closing Date. " Cash Equivalents" : (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers' acceptances having maturities of twelve months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof or the District of Columbia having combined capital and surplus of not less than $500,000,000 and not subject to offset rights in favor of such bank arising from any banking relationship with such bank; (c) commercial paper of an issuer rated at least A-1 by Standard & Poor' s Ratings Services (" S&P" ) or P-1 by Moody' s Investors Service, Inc. (" Moody' s" ), or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within nine months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody' s and having maturities of not more than twelve months; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition; or (h) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7


5under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody' s and (iii) have portfolio assets of at least $5,000,000,000. " Chubb" : Federal Insurance Company, an Indiana corporation, or any of its affiliates or Subsidiaries. " Closing Date" : the date on which the conditions precedent set forth in Section 4.1 shall have been satisfied, which date is May 12, 2006. " Code" : the Internal Revenue Code of 1986, as amended from time to time. " Collateral" : all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document. " Commercial EBIT" : solely with respect to the Commercial Subsidiaries, for any period, on a consolidated basis, Adjusted Net Earnings from Operations plus , to the extent deducted in the determination of Adjusted Net Earnings from Operations for such period (but without duplication), the sum of interest expense, federal, state, local and foreign income tax expense and other identified non-cash items not otherwise included which are acceptable to (x) the ABL Facility Agent at any time prior to the BofA Loan Termination Date and (y) at any time thereafter, the Initial Lenders. " Commercial Subsidiaries" : the Subsidiaries of the Borrower listed on Schedule 1.1D. " Commonly Controlled Entity" : an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section 414 of the Code. " Compliance Certificate" : a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B. " Conduit Lender" : any special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument; provided , that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided , further , that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Sections 2.11, 2.12 or 9.5 than the designating Lender would have been entitled to receive in respect of the Loans made by such Conduit Lender or (b) be deemed to have any Term Commitment. " Confirmation Order" : as defined in the recitals hereto. " Consolidated EBITDA" : for any period, Consolidated Net Income for such period plus , without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) interest expense, amortization or writeoff of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Aggregate Principal Amount Outstanding), (c) depreciation and amortization expense and (d) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (e) any non-cash compensation costs, (f) other identified non-cash items not otherwise included which are acceptable to the Initial Lenders and (g) professional fees and expenses incurred by


6the Debtors during, and directly related to, the Cases and fees and expenses of Glass & Associates up to $1,000,000, and minus , to the extent included in the statement of such Consolidated Net Income for such period, the sum of (i) interest income, (ii) income tax credits (to the extent not netted from income tax expense) and (iii) any other non-cash income. Consolidated Fixed Charge Coverage Ratio" : for any period, the ratio of (a) the difference between (x) (i) for fiscal periods occurring prior to the date of this Agreement, EBITDAR for such period and (ii) for all fiscal periods thereafter, EBITDA and (y) Shutdown EBIT to (b) the sum (without duplication) of (i) cash interest expense for such period, (ii) Capital Expenditures (excluding Capital Expenditures funded with Indebtedness other than any revolving loans under the ABL Facility Agreement but including, without duplication, principal payments with respect to such Indebtedness) for such period, (iii) principal payments of Indebtedness (other than revolving loans under the ABL Facility Agreement and mandatory prepayments from Asset Sales) for such period and (iv) federal, state, local and foreign income taxes (including accrued taxes) for such period. " Consolidated Leverage Ratio" : as at the last day of any period, the ratio of (a) the sum of (i) Indebtedness outstanding under the ABL Facility Agreement on such day plus (ii) LC Outstandings (as defined in the ABL Facility Agreement) on such day plus (iii) the Indebtedness outstanding under this Agreement on such day minus (y) Eligible Cash Collateral on such day to (b) (i) for fiscal periods occurring prior to the date of this Agreement, EBITDAR for such period and (ii) for all fiscal periods occurring thereafter, EBITDA for such period. " Consolidated Net Income" : for any period, the consolidated net income (or loss) of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of the Borrower) in which the Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Borrower or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of the Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary. " Continuing Directors" : the directors of the Borrower on the Closing Date, after giving effect to the Plan of Reorganization and the other transactions contemplated hereby, and each other director, if, in each case, such other director' s nomination for election to the board of directors of the Borrower is recommended by at least 50% of the then Continuing Directors. " Contractual Obligation" : as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. " Debtors" : as defined in the recitals hereto. " Default" : any of the events specified in Section 7, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied. " DIP Credit Facility" : the debtor-in-possession financing facility provided pursuant to the Debtor-in-Possession Loan and Security Agreement, dated as of February 14, 2006, among the Borrower, Bank of America, N.A., as agent, and the lenders from time to time party thereto, as amended,


7supplemented or otherwise modified, together with all instruments and other agreements entered into by the Borrower, any Debtor or any other Group Member in connection therewith. " Disclosure Statement" : the Second Amended Disclosure Statement for the First Amended Joint Plan of Reorganization of Integrated Electrical Services, Inc. and Certain of Its Direct and Indirect Subsidiaries Under Chapter 11 of the Bankruptcy Code, dated as of March 17, 2006, approved by the Bankruptcy Court on March 10, 2006, describing the Plan of Reorganization and distributed to certain holders of claims in connection with voting on the Plan of Reorganization. " Disposition" : with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof. The terms " Dispose" and " Disposed of" shall have correlative meanings. " Dollars" and " $" : dollars in lawful currency of the United States. " Domestic Subsidiary" : any Subsidiary of the Borrower organized under the laws of any jurisdiction within the United States. " EBITDA" : for any period, on a consolidated basis for the Loan Parties, Adjusted Net Earnings from Operations for such period plus , to the extent deducted in the determination of Adjusted Net Earnings from Operations for that period (but without duplication), the sum of interest expense, federal, state, local and foreign income tax expense, depreciation, amortization, non-cash compensation expenses, other identified non-cash items not otherwise included which are acceptable to (x) the ABL Facility Agent at any time prior to the BofA Loan Termination Date and (y) at any time thereafter, the Initial Lenders, any paid restructuring expenses (including professional fees) incurred in connection with the Case), any unpaid restructuring expenses (including professional fees) incurred in connection with the Cases to the extent the amount of such unpaid expenses are not included in excess of the sum of (a) the Restructuring Expenses Reserve and (b) the Cash Collateral deposited in a Cash Collateral Account in excess of the amount required pursuant to Section 6.1(g), restructuring expenses up to $8,600,000 related to impairments to Net Working Capital in connection with the Shutdown Subsidiaries, and expenses related to fees of Glass & Associates in an amount up to $200,000 in an any calendar month incurred in the first three calendar months after the Closing Date. " EBITDA-CapEx Level" : the difference between Consolidated EBITDA for a given period and the Capital Expenditures of the Loan Parties for such period. " EBITDAR" : for any period, on a consolidated basis for the Loan Parties, Adjusted Net Earnings from Operations for such period plus , to the extent deducted in the determination of Adjusted Net Earnings from Operations for that period (but without duplication), the sum of interest expense, federal, state, local and foreign income tax expense, depreciation, amortization, non-cash compensation expenses, and other identified non-cash items not otherwise included which are acceptable to (x) the ABL Facility Agent at any time prior to the BofA Loan Termination Date and (y) at any time thereafter, the Initial Lenders, and restructuring expenses (including professional fees and up to $8,600,000 related to impairments to Net Working Capital related to the Shutdown Subsidiaries). " Eligible Cash Collateral" : cash representing proceeds of Collateral or proceeds from such other source of funding which is satisfactory to the Initial Lenders and the ABL Facility Agent, each in the exercise of their reasonable discretion, that is deposited into a demand deposit, money market or other account in ABL Facility Agent' s name and subject to the ABL ...