9TH AMEND.TO 3RD AMENDED SECURED CREDIT AGREEMENT
Published on March 31, 2003
EXHIBIT 4.15
NINTH AMENDMENT
TO THIRD AMENDED AND RESTATED SECURED CREDIT AGREEMENT
THIS NINTH AMENDMENT TO THIRD AMENDED AND RESTATED SECURED CREDIT
AGREEMENT (this "Amendment"), dated as of December 20, 2002, is entered into
among QUANTA SERVICES, INC., a Delaware corporation (the "Borrower"), the
Lenders (defined below) who are signatories hereto, and BANK OF AMERICA, N.A.,
as administrative agent for the Lenders (in such capacity, the "Agent").
Capitalized terms used but not defined in this Amendment have the meaning given
them in the Credit Agreement (defined below).
BACKGROUND
A. The Borrower is party to that certain Third Amended and
Restated Secured Credit Agreement dated as of June 14, 1999 (as amended through
the date hereof and as may be further amended, restated or supplemented from
time to time, the "Credit Agreement"), among the Borrower, the Agent, and the
lenders from time to time party to the Credit Agreement (each a "Lender" and
collectively, the "Lenders").
B. The Borrower, Majority Lenders and the Agent desire to make
certain amendments to the Credit Agreement.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, the Borrower,
Majority Lenders and the Agent covenant and agree as follows:
1. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is hereby
amended as follows:
(a) Amendments to Section 1.1. Section 1.1 is amended by
adding or entirely amending the following defined terms:
"COMMITMENT AMOUNT" means an amount equal to (a) from
the Effective Date through August 11, 2002, $350,000,000, (b)
from August 12, 2002, through December 19, 2002, $275,000,000,
(c) from December 20, 2002, through March 31, 2003,
$250,000,000, (d) from April 1, 2003 through December 31,
2003, $225,000,000, and (e) from January 1, 2004 through the
Commitment Termination Date, $200,000,000, in each case as
such amount may be reduced from time to time pursuant to the
terms of this Agreement. Notwithstanding the foregoing, the
Borrower shall not be permitted to borrow $25,000,000 of the
Commitment Amount commencing on December 19, 2002, and
continuing at all times thereafter until the occurrence of a
Reinstatement Event.
"INITIAL ACQUISITION BASKET" means 75% of the net
cash proceeds realized by the Borrower from the sale or
issuance of the Borrower's capital stock between September 30,
2002 and December 31, 2002.
"MATERIAL ADVERSE EFFECT" means an effect that
results in a material adverse change since December 31, 2001,
in (i) the business, properties, assets, financial condition
or, prior to December 31, 2001, prospects of the Borrower and
its Subsidiaries taken as a whole, or (ii) in the ability of
the Borrower, or Borrower or the Guarantors taken as a whole,
to perform the Obligations under the Credit Documents to which
they are a party.
"QUARTERLY EBITDA" means, for the one fiscal quarter
ending on the date of determination, the sum of Consolidated
Net Income plus, without duplication, each of the following to
the extent actually deducted in determining Consolidated Net
Income, (a) Consolidated Interest Expense; (b) provisions for
taxes based on income or revenues; (c) the amount of all
depreciation and amortization expense deducted in determining
Consolidated Net Income; (d) charges taken in accordance with
SFAS 142 and SFAS 144, which when taken together with all
other charges previously taken in connection with SFAS 142 and
SFAS 144, do not, in the aggregate, exceed $850,000,000; (e)
without duplication, Quarterly Permitted Charges; and (f)
without duplication, Non-Cash Charges, all calculated on a
consolidated basis for the Borrower and its Subsidiaries and
as determined in accordance with GAAP. For purposes of this
definition, the calculation shall not include the historical
financial results of (i) any business acquired in connection
with an Acquisition during such period, or (ii) any business
or division disposed of by the Borrower during such period.
"QUARTERLY PERMITTED CHARGES" means, for the one
fiscal quarter ending on the date of determination, expenses,
write-offs or losses incurred in such quarter, which in each
case have been (a) paid, incurred or realized on or before
June 30, 2003, (b) disclosed to the Agent in such detail as
the Agent deems acceptable, and (c) determined in accordance
with GAAP, and which relate to:
(a) employee terminations, equipment sales,
operating lease termination expenses, and real estate lease
terminations (including related clean-up and moving charges)
which, in the aggregate do not exceed $29,000,000, provided
that, cash payments in connection with the items under this
clause (a), may not, in the aggregate, exceed $20,000,000;
(b) accounts receivable, notes receivable,
retainage, costs and earnings in excess of billing, and other
amounts which (i) are either (A) set out in the consolidated
balance sheet of the Borrower and its Subsidiaries for the
fiscal quarter ended September 30, 2002 as net of allowances
or (B) disclosed in writing to the Agent on December 20, 2002,
or (ii) relate to the contractual obligations of Borrower or
its Subsidiaries existing on September 30, 2002 as disclosed
in writing to the Agent on December 20, 2002, and which have
been reserved as doubtful for collection, provided that, all
such amounts under clauses (i) and (ii) may not, in the
aggregate, exceed $77,000,000;
(c) the proxy contest with Utilicorp, and which
do not, in the aggregate, exceed $13,000,000; and
2
(d) without duplication, (i) advisory, legal,
and bank fees and expenses in connection with the negotiation,
execution and delivery of the Eighth Amendment to this
Agreement (including any related amendment to the Senior Notes
in connection therewith) and related third party due diligence
conducted on behalf of the Agent in connection therewith, and
which do not, in the aggregate, exceed $4,100,000, (ii)
advisory and legal fees and expenses in connection with the
negotiation, execution and delivery of the Ninth Amendment to
this Agreement (including any related amendment to the Senior
Notes in connection therewith) and the raising of capital
completed on or about the date of such amendment, which do
not, in the aggregate, exceed $4,400,000, (iii) all amendment
fees paid to the Agent, the Lenders and the holders of the
Senior Notes and all other out-of-pocket fees and expenses
incurred by the Agent and paid by the Borrower as a condition
to the closing of the Ninth Amendment to this Agreement and
any contemporaneous amendment to the Note Purchase Agreement,
and (iv) non-cash expenses related to prior financing
transaction costs which have been capitalized and are required
to be expensed in accordance with GAAP.
"RESIDUAL ACQUISITION BASKET" means, (a) with respect
to mergers, consolidations, purchases or Acquisitions in which
(i) no greater than 33.33% of the aggregate amount of
consideration paid by the Borrower is in the form of cash, and
(ii) no less than 66.67% of the aggregate amount of
consideration paid by the Borrower is in the form of the
Borrower's common stock, an amount equal to 25% of the net
cash proceeds realized by the Borrower from the sale or
issuance of the Borrower's capital stock between September 30,
2002 and December 31, 2002, and (b) with respect to all other
mergers, consolidations, purchases or Acquisitions, $0.00.
"REINSTATEMENT EVENT" means, so long as no Default or
Event of Default exists at such time, the Borrower's
achievement, for two consecutive fiscal quarters, of Quarterly
EBITDA no less than the amount set forth below for the one
fiscal quarter ending on the applicable date set forth beside
such amount below:
"SECONDARY ACQUISITION BASKET" means an amount equal
to the difference of (a) the Initial Acquisition Basket, minus
(b) the aggregate amount of the cash portion of the
consideration paid by the Borrower in respect of all mergers,
3
consolidations, purchases or Acquisitions consummated on or
prior to December 31, 2003.
(b) Further Amendments to Section 1.1. Section 1.1 is
further amended by amending (i) the definitions of "EBIT" and "EBITDA"
to delete each reference to "SFAS 142" that appears therein and replace
it with "SFAS 142 or SFAS 144" and to delete each reference to
"$800,000,000" that appears therein and replace it with "$850,000,000",
and (ii) the definition of "MINIMUM INTEREST COVERAGE RATIO" to delete
the phrase "or Modified Make-Whole Amount (as defined in the Note
Purchase Agreement), as applicable" in the fourth and fifth lines
thereof, and (iii) clauses (b) and (d) of the definition of "PERMITTED
CHARGES", so that such definition reads in its entirety as follows:
"PERMITTED CHARGES" means, for any period, on a
trailing four fiscal quarter basis, expenses, write-offs or
losses, which in each case have been (a) paid, incurred or
realized on or before June 30, 2003, (b) disclosed to the
Agent in such detail as the Agent deems acceptable, and (c)
determined in accordance with GAAP, and which relate to:
(a) employee terminations, equipment sales,
operating lease termination expenses, and real estate lease
terminations (including related clean-up and moving charges)
which, in the aggregate do not exceed $29,000,000, provided
that, cash payments in connection with the items under this
clause (a), may not, in the aggregate, exceed $20,000,000;
(b) accounts receivable, notes receivable,
retainage, costs and earnings in excess of billing, and other
amounts which (i) are either (A) set out in the consolidated
balance sheet of the Borrower and its Subsidiaries for the
fiscal quarter ended September 30, 2002 as net of allowances
or (B) disclosed in writing to the Agent on December 20, 2002,
or (ii) relate to the contractual obligations of Borrower or
its Subsidiaries existing on September 30, 2002 as disclosed
in writing to the Agent on December 20, 2002, and which have
been reserved as doubtful for collection, provided that, all
such amounts under clauses (i) and (ii) may not, in the
aggregate, exceed $77,000,000;
(c) the proxy contest with Utilicorp, and which
do not, in the aggregate, exceed $13,000,000; and
(d) without duplication, (i) advisory, legal,
and bank fees and expenses in connection with the negotiation,
execution and delivery of the Eighth Amendment to this
Agreement (including any related amendment to the Senior Notes
in connection therewith) and related third party due diligence
conducted on behalf of the Agent in connection therewith, and
which do not, in the aggregate, exceed $4,100,000, (ii)
advisory and legal fees and expenses in connection with the
negotiation, execution and delivery of the Ninth Amendment to
this Agreement (including any related amendment to the Senior
Notes in connection therewith) and the raising of capital
completed on or about the date of such amendment, which do
not, in the aggregate, exceed $4,400,000, (iii) all
4
amendment fees paid to the Agent, the Lenders and the holders
of the Senior Notes and all other out-of-pocket fees and
expenses incurred by the Agent and paid by the Borrower as a
condition to the closing of the Ninth Amendment to this
Agreement and any contemporaneous amendment to the Note
Purchase Agreement, and (iv) non-cash expenses related to
prior financing transaction costs which have been capitalized
and are required to be expensed in accordance with GAAP.
(c) Amendment to Section 2.10. Clause (c) of Section 2.10
is amended and restated in its entirety, as follows:
(c) If, on or after December 21, 2002, the
Borrower or any of its Subsidiaries issues any (i) Funded Debt
which, in the aggregate, exceeds $15,000,000, other than the
Indebtedness referenced in SUBSECTION (b) above (and, for the
avoidance of doubt, increases in the Commitments hereunder or
borrowings hereunder), or (ii) common or preferred stock or
other equity interests, then the Borrower shall promptly,
without notice or demand, pay all net cash proceeds from any
such issuance (net of usual and customary transaction costs
and expenses actually incurred in connection with such
issuance) to the Agent for the ratable benefit of the Lenders
and the holders of the Senior Notes (based on the proportion
of the Commitment Amount under this Agreement and the
proportion of the outstanding principal amount of the Senior
Notes to the sum of both) as a prepayment respectively of (A)
the Loans, and if all Loans have been paid, a pre-funding of
Letters of Credit pursuant to the provisions of SECTION 7.4,
and upon such issuance, the Committed Amount shall be
automatically and permanently reduced by an amount equal to
the amount of the proceeds of such issuance required to be
paid to the Agent under this SECTION 2.10(c)(i), and (B) the
Senior Notes.
(d) Amendment to Section 2.10. Clause (d) of Section 2.10
is hereby amended by deleting the phrase "doubtful for collection" as
it appears in the third line thereof and replacing it with the word
"uncollectible".
(e) Amendment to Section 5.10. Section 5.10 is hereby
amended by deleting the date "December 31, 1998" in the first line
thereof and inserting the date "December 31, 2001".
(f) Amendment to Section 6.5. The last sentence of
Section 6.5 is hereby deleted.
(g) Amendment to Section 6.6. Clause (a)(iii) of Section
6.6 is hereby amended by deleting the text, "audited by an independent
nationally-recognized accounting firm acceptable to the Agent" and
replacing it with the text, "audited by an independent
nationally-recognized accounting firm acceptable to the Agent, whose
opinion shall be in scope and substance in accordance with generally
accepted auditing standards and, with respect to the audited financial
statements for the Borrower's fiscal year 2002, shall not contain a
going concern or other like qualification".
5
(h) Addition to Section 6.6. New clauses (c) and (d) are
hereby added to Section 6.6 immediately following clause (b) thereof,
as follows:
(c) within forty-five (45) days after the end of
each month of each fiscal year of the Borrower, a projected
balance sheet, income statement and cash flow statement of the
Borrower and its Subsidiaries for the three month period
commencing on the day immediately following the last day of
such month, presented on a month by month basis and otherwise
in form and detail reasonably acceptable to the Agent.
(d) at any time after the occurrence and during
the continuation of a Weekly Reporting Trigger, no later than
Friday of each week, a forecast of projected cash flows of the
Borrower and its Subsidiaries for the 13-week period
commencing on the Monday immediately preceding the Friday on
which delivery is required, presented on a week by week basis
and otherwise in form and detail reasonably acceptable to the
Agent. For purposes of this SECTION 6.6(d), "WEEKLY REPORTING
TRIGGER" shall mean the occurrence of either of the following
events: (i) the aggregate principal amount of all Revolving
Loans and L/C Obligations outstanding shall exceed
$160,000,000; or (ii) the Minimum Interest Coverage Ratio for
the period of four fiscal quarters ending on the date set
forth below, as reported in the financial statements most
recently delivered under SECTION 6.6(a), shall be less than
the ratio set out below for the applicable period:
(i) Amendment to Section 6.10. Clause (a) of Section 6.10
is amended and restated in its entirety, as follows:
(a) The Borrower shall not pay any dividends or
other distributions on its capital stock other than (i) when
no Default or Event of Default exists or will result
therefrom, cash dividends in respect of the Preferred Stock
not to exceed $1,000,000 during any fiscal year of the
Borrower, (ii) dividends made wholly in the form of additional
shares of the Borrower's capital stock, provided that, in
respect of any stock split, the Borrower may make cash
distributions in lieu of issuing fractional shares of capital
stock which would otherwise result from such stock split, and
(iii) repurchases of common stock of the Borrower from
officers, directors and employees pursuant to the Borrower's
restricted stock option or compensation programs, to pay
withholdings in respect of taxes owed as a result of grants of
stock options and stock compensation thereunder, so long as
the Borrower's performance of its obligations under such
restricted stock option or
6
compensation programs cannot reasonably be expected to have a
material negative impact on projected cash flows.
(j) Section 6.11 is amended and restated in its entirety,
as follows:
Section 6.11 Restrictions on Fundamental Changes.
Neither the Borrower nor any of its Subsidiaries shall be a
party to any merger into or consolidation with, make an
Acquisition or otherwise purchase or acquire all or
substantially all of the assets or stock of, any other Person,
or sell all or substantially all of its assets or stock (other
than as permitted under SECTION 6.16), except:
(a) at any time after May 15, 2003 and the
delivery of the required financial statements, Compliance
Certificate and other reports for the fiscal quarter of
Borrower ending March 31, 2003, required to be delivered under
SECTION 6.6, the Borrower or any of its Subsidiaries may merge
into or consolidate with, make an Acquisition or otherwise
purchase or acquire all or substantially all of the assets or
stock of any other Person, so long as (i) the Borrower is the
surviving entity to any such merger or consolidation to which
the Borrower is a party, or, if the Borrower is not a party to
such transaction, a domestic Subsidiary is the surviving
entity to any such merger or consolidation or the other Person
will thereby become a domestic Subsidiary (unless no party to
such transaction is a domestic Subsidiary, in which case the
applicable foreign Subsidiary must be the surviving entity to
any such merger or consolidation or the other Person must
thereby become a foreign Subsidiary), (ii) the nature of the
business of such acquired Person is a Permitted Business,
provided that, Acquisitions consummated after December 20,
2002 will be primarily focused on acquiring Persons whose
business activities are restricted to the specialty electric
and infrastructure contracting service business and utility
outsourcing business, (iii) no Default or Event of Default
shall have occurred and be continuing or would otherwise be
existing as a result of such merger, consolidation, purchase
or Acquisition, (iv) such merger, consolidation, purchase or
Acquisition is non-hostile in nature, (v) with respect to all
such mergers, consolidations, purchases or Acquisitions
consummated on or after December 20, 2002, the aggregate
amount of the cash portion of the consideration paid by the
Borrower and its Subsidiaries in respect thereof, does not
exceed the excess of $85,000,000 over Indebtedness outstanding
under SECTION 6.14(c), (vi) with respect to all such mergers,
consolidations, purchases or Acquisitions consummated on or
prior to December 31, 2003, the aggregate amount of the cash
portion of the consideration paid by the Borrower and its
Subsidiaries in respect thereof, does not exceed the Initial
Acquisition Basket, (vii) with respect to any such mergers,
consolidations, purchases or Acquisitions consummated after
December 31, 2003, the aggregate amount of the cash portion of
the consideration paid by the Borrower and its Subsidiaries in
respect thereof, does not exceed (A) the Secondary Acquisition
Basket, and (B) at any time after the Secondary Acquisition
Basket has been fully utilized, the Residual Acquisition
Basket, and (viii) prior to the consummation of any such
merger, consolidation, purchase or Acquisition, the Borrower
shall have
7
delivered to the Agent (which the Agent shall promptly provide
to each Lender) (A) updated consolidated financial
projections, in form and detail reasonably satisfactory to the
Agent, for the then-current fiscal year of the Borrower and
the immediately following fiscal year of the Borrower, which
projections shall give pro forma effect to such merger,
consolidation, purchase or Acquisition and shall be in
compliance with SEC regulations and requirements regarding the
preparation and presentation of pro forma financial
information, and (B) to the extent available, the audited
annual financial statements of the Person being acquired (or
the Person from whom the assets, securities or other equity
interests were acquired for the most recently ended fiscal
year of such Person, including a balance sheet and statements
of income, retained earnings, and cash flows of such Person;
and
(b) the Borrower may purchase or otherwise
acquire all or substantially all of the stock or assets of, or
otherwise acquire by merger or consolidation, any of its
Subsidiaries, and any such Subsidiary may merge into, or
consolidate with, or purchase or otherwise acquire all or
substantially all of the assets or stock of or sell all or
substantially all of its assets or stock to, any other
Subsidiary of the Borrower or the Borrower, in each case so
long as (i) if the transaction is with the Borrower, the
Borrower shall be the surviving entity to any such merger or
consolidation, or (ii) if the transaction is not with the
Borrower, a domestic Subsidiary shall be the surviving entity
to any such merger or consolidation (unless no party to such
transaction is a domestic Subsidiary).
Except as otherwise permitted in this SECTION 6.11
and SECTION 6.16, the Borrower shall not sell or dispose of
any capital stock of or its ownership interest in any of the
Guarantors or any other Subsidiaries which it may form.
Borrower shall give the Agent the notice required under
SECTION 6.9.
(k) Amendment to Section 6.16. Clause (e) of Section 6.16
is amended and restated in its entirety, as follows:
(e) to the extent not included in clauses (a)
through (d) above, dispositions of assets (including for the
avoidance of doubt, the capital stock of any Subsidiary
provided that all of the capital stock owned by the Borrower
and/or any of its other Subsidiaries is sold or disposed), for
fair and adequate consideration and for cash, provided that,
dispositions under this SUBSECTION (e) may not, in the
aggregate, exceed $50,000,000 in book value during the term of
this Agreement, and all proceeds from the disposition of such
assets (net of usual and customary transaction costs and
expenses actually incurred in connection with such
disposition) in excess of $5,000,000 received during any
fiscal year of the Borrower shall be paid to the Agent, for
the ratable benefit of the Lenders and the holders of the
Senior Notes (based on the proportion of the Commitment Amount
under this Agreement and the proportion of the outstanding
principal amount of the Senior Notes to the sum of both) as a
prepayment respectively of (i) the Loans, and if all Loans
have been paid, a pre-funding of Letters of Credit pursuant to
the provisions of SECTION 7.4, and upon such disposition, the
Commitment
8
Amount shall be automatically and permanently reduced by an
amount equal to the amount of such proceeds required to be
paid to the Agent pursuant to this SECTION 6.16(e)(i), and
(ii) the Senior Notes. Amounts required to be paid to the
Lenders and the holders of the Senior Notes under this SECTION
6.16(e) shall be made on the date the Compliance Certificate
and financial statements are required to be delivered under
SECTION 6.6(b), provided that, with respect to any asset sale
from which the amount required to be paid to the Lenders and
the holders of the Senior Notes pursuant to this SECTION
6.16(e) is equal to or greater than $10,000,000, the amount
required to be paid hereunder shall be paid within 15 days
after such proceeds are received by the Borrower or the
applicable Subsidiary.
(l) Amendment to Section 6.19. Section 6.19 is amended
and restated in its entirety, as follows:
Section 6.19 Capital Expenditures.
(a) Neither the Borrower nor any of its
Subsidiaries shall make or commit to make Capital Expenditures
greater than (i) for fiscal year 2002, $60,000,000, (ii) for
fiscal year 2003, $60,000,000, and (iii) for fiscal year 2004
and each fiscal year thereafter, $50,000,000. No portion of
any annual limit may be carried forward to a subsequent fiscal
year.
(b) In addition to the annual limits under
Section 6.19(a), if the Borrower executes an eligible
contract, then the Borrower may make Capital Expenditures in
respect of such contract in an amount equal to the lesser of
(i) the actual amount required by such contract, and (ii)
$30,000,000, provided that, (A) in respect of each such
contract, Capital Expenditures not made within 12 months after
the date of such contract shall be applied against the annual
limits under SECTION 6.19(a), and (B) the amount of Capital
Expenditures under this SECTION 6.19(b) for all such contracts
may not, in the aggregate, exceed $30,000,000 in any fiscal
year. Upon execution of each eligible contract, the Borrower
shall promptly deliver a copy of such contract to the Agent,
together with a summary of the Capital Expenditures required
by such contract in form and detail acceptable to the Agent.
As used in this SECTION 6.19(b), "ELIGIBLE CONTRACT" means, a
utility outsourcing contract with quantifiable revenues to the
Borrower of at least $30,000,000 during any 12 consecutive
month period prior to 18 months after execution of such
contract."
(m) Amendment to Section 6.20. Clause (b)(v) of Section
6.20 is amended and restated in its entirety, a new clause (b)(vi) is
added to Section 6.20, and the sentence immediately following clause
(b)(v) in Section 6.20 shall now immediately follow the new clause
(b)(vi) and is amended and restated in its entirety, all as follows:
(v) without duplication, charges taken in accordance
with SFAS 142 and SFAS 144 in accordance with GAAP, which when
taken together with all other charges previously taken in
connection with SFAS 142 and SFAS 144, do not, in
9
the aggregate, exceed $850,000,000, and minus (vi) without
duplication, all non-cash charges related to the Borrower's
stock option program or stock compensation plan as required to
be taken pursuant to GAAP. Increases in Consolidated Net Worth
after June 30, 2002 shall be appropriately adjusted to
eliminate any adverse effects occasioned by the expensing of
Make-Whole Amounts (as defined in the Note Purchase Agreement)
paid pursuant to Section 8.8 of the Note Purchase Agreement.
(n) Amendment to Section 6.21. Section 6.21 is amended
and restated in its entirety, as follows:
Section 6.21 Minimum Interest Coverage Ratio. The
Borrower will maintain a Minimum Interest Coverage Ratio not
less than the ratio set out below for the applicable period:
(o) Amendment to Section 6.22. Section 6.22 is amended
and restated in its entirety, as follows:
Section 6.22 Funded Debt to EBITDA Ratio. The
Borrower will maintain a maximum Funded Debt to EBITDA Ratio
not greater than the ratio set out below for the applicable
period:
(p) Amendment to Section 6.23. Section 6.23 is amended
and restated in its entirety, as follows:
Section 6.23 Senior Debt to EBITDA. The Borrower will
maintain a maximum Senior Debt to EBITDA Ratio not greater
than the ratio set out below for the applicable period:
10
(q) The first sentence of Section 10.13 is amended and
restated in its entirety, as follows:
The Borrower, upon demand by the Agent, the Lead
Arranger and Book Manager, the Documentation Agents, Managing
Agents, any Co-Agent or any Lender, agrees to pay the
reasonable fees and disbursements of legal counsel and
financial advisors to the Agent, the Lead Arranger and Book
Manager, the Documentation Agents, Managing Agents, any
Co-Agent or any Lender in connection with (a) the preparation
and execution of the Credit Documents, any amendment, waiver
or consent related thereto, whether or not the transactions
contemplated therein are consummated, (b) any Default or Event
of Default by the Borrower hereunder and any enforcement
(including, without limitation, all workout and bankruptcy
proceedings) of any of the Credit Documents or collection of
any Obligations, and (c) any refinancings, restructures or
"work out" of the transactions contemplated by the Credit
Documents; provided that the Borrower shall only have to pay
the reasonable fees and disbursements of one law firm and one
financial advisory firm in connection therewith unless the
Agent, the Lead Arranger and Book Manager, the Documentation
Agents, Managing Agents, any Co-Agent, any Lender or their
counsel is of the reasonable opinion that representation by
one law firm or one financial advisory firm, as applicable,
would not be feasible or that a conflict of interest would
exist.
(r) Addition of Section 10.21. Section 10.21 is hereby
added to the Credit Agreement to read in its entirety as follows:
Section 10.21 Certain Amendments. No amendment or
waiver with respect to this Agreement shall modify this
Section 10.21 or the definitions of "REINSTATEMENT EVENT,"
"QUARTERLY EBITDA" or "QUARTERLY PERMITTED CHARGES", or the
last sentence of the definition of "COMMITMENT AMOUNT" without
the consent of Lenders then holding in the aggregate more than
66 2/3% of the aggregate of the Commitments, or if the
Commitments have terminated pursuant to the terms hereof, the
aggregate Obligations.
(s) Exhibit 6.6 is amended and restated in the form of,
and all references to Exhibit 6.6 are hereby deemed to be references
to, Amended Exhibit 6.6 attached hereto.
2. REPRESENTATIONS AND WARRANTIES. Each of the Borrower and the
Guarantors represents and warrants to the Lenders that (a) it possesses all
requisite power and authority to execute, deliver and comply with the terms of
this Amendment, (b) this Amendment has been duly authorized and approved by all
requisite corporate, partnership or limited liability company action, as
applicable, by it, (c) no consent of any Person is required for its execution
and delivery of this Amendment, (d) its execution and delivery of this Amendment
will not
11
violate its organizational documents, (e) the representations and warranties in
each Credit Document to which it is a party are true and correct in all material
respects on and as of the date of this Amendment as though made on the date of
this Amendment (except to the extent that such representations and warranties
speak to a specific date), (f) it is in full compliance with all covenants and
agreements contained in each Credit Document to which it is a party, and (g) no
Default or Event of Default exists as of the date of this Amendment.
3. RELEASE.
(a) The Borrower and each Guarantor hereby
unconditionally and irrevocably remises, acquits, and fully and forever
releases and discharges the Agent and the Lenders and all respective
affiliates and subsidiaries of the Agent and the Lenders, their
respective officers, servants, employees, agents, attorneys, financial
advisors, principals, directors and shareholders, and their respective
heirs, legal representatives, successors and assigns (collectively, the
"Released Lender Parties") from any and all claims, demands, causes of
action, obligations, remedies, suits, damages and liabilities
(collectively, the "Borrower Claims") of any nature whatsoever, whether
now known, suspected or claimed, whether arising under common law, in
equity or under statute, which the Borrower or any Guarantor ever had
or now has against the Released Lender Parties which may have arisen at
any time on or prior to the date of this Amendment and which were in
any manner related to any of the Credit Documents or the enforcement or
attempted enforcement by the Agent or the Lenders of rights, remedies
or recourses related thereto.
(b) The Borrower and each Guarantor covenants and agrees
never to commence, voluntarily aid in any way, prosecute or cause to be
commenced or prosecuted against any of the Released Lender Parties any
action or other proceeding based upon any of the Borrower Claims which
may have arisen at any time on or prior to the date of this Amendment
and were in any manner related to any of the Credit Documents.
(c) The agreements of the Borrower and each Guarantor set
forth in this Section 3 shall survive termination of this Amendment and
the other Credit Documents.
4. AMENDMENT FEE. The Borrower agrees to pay to Agent for the
benefit of each Lender that executes and delivers this Amendment on or before
4:00 p.m. Central Time, December 20, 2002, an amendment fee (the "Amendment
Fee") equal to .375% of such Lender's Commitment (after giving effect to this
Amendment) minus such Lender's pro rata portion of the amount of the Commitment
being blocked pursuant to the Credit Agreement, as amended by this Amendment.
Such Amendment Fee shall be paid in immediately available funds.
5. CONDITIONS OF EFFECTIVENESS. This Amendment shall be effective
only after each of the following conditions precedent shall have been satisfied
and only if all conditions precedent to effectiveness are satisfied on or prior
to December 31, 2002:
(a) the Agent shall receive counterparts of this
Amendment executed by the Majority Lenders, the Borrower and the
Guarantors;
12
(b) the representations and warranties set forth in
Section 2 of this Amendment shall be true and correct;
(c) all reasonable out-of-pocket fees and expenses of the
Agent in connection with the Credit Documents, including its reasonable
out-of-pocket legal and other professional fees and expenses by the
Agent, including, without limitation, such fees and expenses of
Winstead Sechrest & Minick P.C., Porter & Hedges, L.L.P. and Ernst
&Young Corporate Finance LLC, shall have been paid;
(d) the Amendment Fee shall have been paid;
(e) the Agent shall receive evidence reasonably
satisfactory to the Agent that (i) the Borrower has received on or
about the date hereof, no less than $72,900,000 in gross cash proceeds
as a result of new equity issued to certain existing shareholders upon
substantially the terms and conditions previously disclosed in writing
to the Agent and the Lenders, (ii) the Borrower has received no less
than $98,500,000 in aggregate gross cash proceeds as a result of new
equity issued to certain existing shareholders from September 30, 2002
through and including the date of the issuance referenced in clause (i)
above, and (iii) the net cash proceeds thereof shall have been paid to
the Agent for the ratable benefit of the Lenders (based on the
proportion of the Commitment Amount under this Agreement) as a
prepayment of the Loans (which prepayment shall not result in a
permanent reduction of the Commitment Amount);
(f) the Agent shall receive evidence reasonably
satisfactory to the Agent that the Borrower has entered into an
amendment to the Note Purchase Agreement in form and substance
reasonably satisfactory to the Agent;
(g) the Agent shall receive a written certificate signed
by an officer of the Borrower acceptable to the Agent as to (i) the
absence of any action, suit, investigation or proceeding pending or, to
the knowledge of the Borrower, threatened in any court or before any
arbitrator or governmental authority that could reasonably be expected
to materially and adversely affect (A) the financial condition of the
Borrower and its Subsidiaries, taken as a whole, or (B) the ability of
the Borrower and its Subsidiaries to perform their respective
obligations under the Credit Documents, as amended by the Amendment,
(ii) the absence of a material breach of any representation or warranty
of the Borrower set out in the Credit Documents, and (iii) the
existence of no Default or Event of Default, after giving effect to
this Amendment; and
(h) the Agent shall receive, in form and substance
satisfactory to the Agent and its counsel, such other documents,
certificates and instruments as the Agent shall reasonably require.
6. CREDIT DOCUMENT: REFERENCE TO CREDIT AGREEMENT. This Amendment
is a Credit Document. Upon the effectiveness of this Amendment, each reference
in the Credit Agreement to "this Agreement," "hereunder," or words of like
import shall mean and be a reference to the Credit Agreement, as affected and
amended by this Amendment.
13
7. COUNTERPARTS; EXECUTION VIA FACSIMILE. This Amendment may be
executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. This
Amendment may be validly executed and delivered by facsimile or other electronic
transmission.
8. GOVERNING LAW: BINDING EFFECT. This Amendment shall be
governed by and construed in accordance with the laws of the State of Texas and
shall be binding upon the Borrower, the Agent, each Lender and their respective
successors and assigns.
9. HEADINGS. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
10. NO ORAL AGREEMENTS. THIS WRITTEN AGREEMENT AND THE OTHER
CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGES FOLLOW.
14
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
BORROWER:
QUANTA SERVICES, INC.
By: /s/ James H. Haddox
----------------------------------
Name: James H. Haddox
Title: Cheif Financial officer
AGENT:
BANK OF AMERICA, N.A., AS AGENT AND A LENDER
By: /s/Suzanne M.Paul
-------------------------------
Suzanne M.Paul, Vice President
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED SECURED CREDIT AGREEMENT
SIGNATURE PAGE
GUARANTORS' CONSENT AND AGREEMENT
As an inducement to the Lenders to execute, and in consideration of the Lenders'
execution of this Amendment, each of the undersigned hereby consents to this
Amendment and agrees that the same shall in no way release, diminish, impair,
reduce or otherwise adversely affect the obligations and liabilities of the
undersigned under their respective Guaranties described in the Credit Agreement
executed by the undersigned, or any agreements, documents or instruments
executed by any of the undersigned, all of which obligations and liabilities
are, and shall continue to be, in full force and effect. This consent and
agreement shall be binding upon the undersigned, and their respective successors
and assigns, and shall inure to the benefit of the Lenders, and their respective
successors and assigns.
ADVANCED TECHNOLOGIES AND INSTALLATION CORPORATION
ALLTECK LINE CONTRACTORS (USA), INC.
ARBY CONSTRUCTION, INC.
AUSTIN TRENCHER, INC.
BRADFORD BROTHERS, INC.
CCLC, INC.
COMMUNICATION MANPOWER, INC.
COMPUTAPOLE, INC.
CONTI COMMUNICATIONS, INC.
CROCE ELECTRIC COMPANY, INC.
CROWN FIBER COMMUNICATIONS, INC.
DILLARD SMITH CONSTRUCTION COMPANY
DRIFTWOOD ELECTRICAL CONTRACTORS, INC.
ENVIRONMENTAL PROFESSIONAL ASSOCIATES, LIMITED
FIVE POINTS CONSTRUCTION CO.
GLOBAL ENERCOM MANAGEMENT, INC.
GOLDEN STATE UTILITY CO.
H. L. CHAPMAN PIPELINE CONSTRUCTION, INC.
HAINES CONSTRUCTION COMPANY
INTERMOUNTAIN ELECTRIC, INC.
IRBY CONSTRUCTION COMPANY
LINE EQUIPMENT SALES CO., INC.
MANUEL BROS., INC.
MEARS GROUP, INC.
MEJIA PERSONNEL SERVICES, INC.
METRO UNDERGROUND SERVICES, INC.
MUSTANG LINE CONTRACTORS, INC.
NETWORK ELECTRIC COMPANY
NORTH PACIFIC CONSTRUCTION CO., INC.
NORTH SKY COMMUNICATIONS, INC.
NORTHERN LINE LAYERS, INC.
PAR ELECTRICAL CONTRACTORS, INC.
PARKSIDE SITE & UTILITY COMPANY CORPORATION
PARKSIDE UTILITY CONSTRUCTION CORP.
P.D.G. ELECTRIC COMPANY
POTELCO, INC.
PROFESSIONAL TELECONCEPTS, INC.
PROFESSIONAL TELECONCEPTS, INC.
PWR FINANCIAL COMPANY
QPC, INC.
QSI, INC.
QUANTA HOLDINGS, INC.
QUANTA XXXI ACQUISITION, INC.
QUANTA LI ACQUISITION, INC.
QUANTA LIV ACQUISITION, INC.
QUANTA LVII ACQUISITION, INC.
QUANTA LVIII ACQUISITION, INC.
QUANTA LIX ACQUISITION, INC.
QUANTA LX ACQUISITION, INC.
QUANTA LXI ACQUISITION, INC.
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
SIGNATURE PAGE
QUANTA LXII ACQUISITION, INC.
QUANTA LXIII ACQUISITION, INC.
QUANTA LXIV ACQUISITION, INC.
QUANTA LXV ACQUISITION, INC.
QUANTA LXVI ACQUISITION, INC.
QUANTA LXVII ACQUISITION, INC.
QUANTA LXVIII ACQUISITION, INC.
QUANTA LXIX ACQUISITION, INC.
QUANTA LXX ACQUISITION, INC.
QUANTA LXXI ACQUISITION, INC.
QUANTA LXXII ACQUISITION, INC.
QUANTA LXXIII ACQUISITION, INC.
QUANTA UTILITY INSTALLATION CO., INC,
R. A. WAFFENSMITH & CO., INC.
RANGER FIELD SERVICES, INC.
SOUTHEAST PIPELINE CONSTRUCTION, INC.
SOUTHWESTERN COMMUNICATIONS, INC.
SOUTHWEST TRENCHING COMPANY, INC.
SPALJ CONSTRUCTION COMPANY
SPECIALTY DRILLING TECHNOLOGY, INC.
SUMTER UTILITIES, INC.
THE RYAN COMPANY, INC.
TOM ALLEN CONSTRUCTION COMPANY
TRANS TECH ACQUISITION, INC.
TRAWICK CONSTRUCTION COMPANY, INC.
TTGP, INC.
TTLP, INC.
TTM, INC.
TXLP, INC.
UNDERGROUND CONSTRUCTION CO., INC.
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
SIGNATURE PAGE
UTILCO, INC.
VCI TELCOM, INC.
W.C. COMMUNICATIONS, INC.
W.H.O.M. CORPORATION
By: /s/Dana Gordon
-------------------------------------------------
Dana Gordon, President or Vice President
of each Guarantor
QDE LLC
QUANTA DELAWARE, INC.
QUANTA ASSET MANAGEMENT LLC
By: /s/Linda Bubaoz
-------------------------------------------------
Linda Bubaoz, President
BROWN ENGINEERING, LLC
By: Ranger Field Services, Inc., Its Member
By: /s/Dana Gordon
---------------------------------------------
Dana Gordon, Vice President
COAST TO COAST, LLC
By: Environmental Professional Associates, Limited,
a California corporation, Its Member
By: /s/Dana Gordon
---------------------------------------------
Dana Gordon, Vice President
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
SIGNATURE PAGE
DOT 05, LLC
TJADER, L.L.C.
OKAY CONSTRUCTION COMPANY, LLC
By: Spalj Construction Company, Its Member
By: /s/Dana Gordon
-----------------------------------
Dana Gordon, Vice President
LAKE NORMAN PIPELINE, LLC
By: Bradford Brothers, Inc., Its Member
By: /s/Dana Gordon
------------------------------------
Dana Gordon, Vice President
MEARS/CPG, LLC
MEARS ENGINEERING, LLC
MEARS/HDD, LLC
MEARS SERVICES, LLC
By: Mears Group, Inc., The Sole Member of
each of the foregoing limited liability companies
By: /s/Dana Gordon
------------------------------------
Dana Gordon, Vice President
S.K.S. PIPELINERS, LLC
By: Arby Construction, Inc., Its Member
By: /s/Dana Gordon
-----------------------------------
Dana Gordon, Vice President
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
SIGNATURE PAGE
TNS-VA, LLC
By: Professional Teleconcepts, Inc. (NY), Its Member
By: /s/Dana Gordon
-------------------------------------
Dana Gordon, Vice President
LINECO LEASING, LLC
By: Mustang Line Contractors, Inc., Its Sole Member
By: /s/Dana Gordon
-------------------------------------
Dana Gordon, Vice President
AIRLAN TELECOM SERVICES, L.P.
NORTH HOUSTON POLE LINE, L.P.
LINDSEY ELECTRIC, L.P.
DIGCO UTILITY CONSTRUCTION, L.P.
By: Mejia Personnel Services, Inc., Its General
Partner
By: /s/Dana Gordon
---------------------------------------
Dana Gordon, Vice President
QUANTA SERVICES MANAGEMENT PARTNERSHIP, L.P.
QUANTA ASSOCIATES, L.P.
By: QSI, Inc., Its General Partner
By: /s/Dana Gordon
---------------------------------------
Dana Gordon, Vice President
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
SIGNATURE PAGE
TRANS TECH ELECTRIC, L.P.
By: TTGP, Inc., Its General Partner
By: /s/Dana Gordon
--------------------------------------
Dana Gordon, Vice President
PWR NETWORK, LLC
By: PWR Financial Company, Its Sole Member
By: /s/Dana Gordon
--------------------------------------
Dana Gordon, Vice President
Q RESOURCES, LLC
By: Quanta Holdings, Inc.
By: /s/Dana Gordon
--------------------------------------
Dana Gordon, Vice President
QUANTA RECEIVABLES, L.P.
By: PWR Network, LLC, Its General Partner
By: PWR Financial Company, Its Sole Member
By: /s/Dana Gordon
-----------------------------------
Dana Gordon, Vice President
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
SIGNATURE PAGE
TOTAL QUALITY MANAGEMENT SERVICES, LLC
By: Environmental Professional Associates, Ltd., Its
Sole Member
By: /s/Dana Gordon
--------------------------------------
Dana Gordon, Vice President
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED SECURED CREDIT AGREEMENT
SIGNATURE PAGE
Lender signature page to that certain Ninth Amendment to Third Amended
and Restated Secured Credit Agreement dated to be effective as of December 20,
2002, by and among Quanta Services, Inc., the Lenders party thereto, and Bank of
America, N.A., as Agent for the Lenders.
Bank of America, N.A
By: /s/John K. Barrett
-------------------------------------
Name: John K. Barrett
Title: Principal
SCHEDULE 1 TO NINTH AMENDMENT TO
THIRD AMENDED AND RESTATED SECURED CREDIT AGREEMENT
Lender signature page to that certain Ninth Amendment to Third Amended
and Restated Secured Credit Agreement dated to be effective as of December 20,
2002, by and among Quanta Services, Inc., the Lenders party thereto, and Bank of
America, N.A., as Agent for the Lenders.
BANK ONE. N.A., as a Bank
By: /s/Dennls Warren
-------------------------------------
Name: Dennls Warren
Title: First Vice President
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED SECURED CREDIT AGREEMENT
SIGNATURE PAGE
Lender signature page to that certain Ninth Amendment to Third Amended
and Restated Secured Credit Agreement dated to be effective as of December 20,
2002, by and among Quanta Services, Inc., the Lenders party thereto, and Bank of
America, N.A., as Agent for the Lenders.
Comerica Bank
/s/William S. Rogers
----------------------------------
Name: William S. Rogers
Title: Vice President
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED SECURED CREDIT AGREEMENT
SIGNATURE PAGE
Lender signature page to that certain Ninth Amendment to Third Amended
and Restated Secured Credit Agreement dated to be effective as of December 20,
2002, by and among Quanta Services, Inc., the Lenders party thereto, and Bank of
America, N.A., as Agent for the Lenders.
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/Attala Koc
-------------------------------------
Name: Attala Koc
Title: Senior Vice President
SCHEDULE 1 TO NINTH AMENDMENT TO
THIRD AMENDED AND RESTATED SECURED CREDIT AGREEMENT
Lender signature page to that certain Ninth Amendment to Third Amended
and Restated Secured Credit Agreement dated to be effective as of December 20,
2002, by and among Quanta Services, Inc., the Lenders party thereto, and Bank of
America, N.A., as Agent for the Lenders.
Fleet National Bank
By: /s/G. Christopher Miller
-------------------------------------
Name: G. Christopher Miller
Title: Vice President
SCHEDULE 1 TO NINTH AMENDMENT TO
THIRD AMENDED AND RESTATED SECURED CREDIT AGREEMENT
Lender signature page to that certain Ninth Amendment to Third Amended
and Restated Secured Credit Agreement dated to be effective as of December 20,
2002, by and among Quanta Services, Inc., the Lenders party thereto, and Bank of
America, N.A., as Agent for the Lenders.
JPMorgan Chase Bank
BY: /s/Robert L. Mendoza
-------------------------------------
Name: Robert L. Mendoza
Title: Vice President
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED SECURED CREDIT AGREEMENT
SIGNATURE PAGE
Lender signature page to that certain Ninth Amendment to Third Amended
and Restated Secured Credit Agreement dated to be effective as of December 20,
2002, by and among Quanta Services, Inc., the Lenders party thereto, and Bank of
America, N.A., as Agent for the Lenders.
LaSalle Bank National Association
BY: /s/David L. Saverman
-------------------------------------
Name: David L. Saverman
Title: Senior Vice President
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED SECURED CREDIT AGREEMENT
SIGNATURE PAGE
Lender signature page to that certain Ninth Amendment to Third Amended
and Restated Secured Credit Agreement dated to be effective as of December 20,
2002, by and among Quanta Services, Inc., the Lenders party thereto, and Bank of
America, N.A., as Agent for the Lenders.
National City Bank
By: /s/Michael J. Durbin
-------------------------------------
Name: Michael J. Durbin
Title: Senior Vice President
NINTH AMENDMENT TO THIRD AMENDED
AND RESTATED SECURED CREDIT AGREEMENT
SIGNATURE PAGE
Lender signature page to that certain Ninth Amendment to Third Amended
and Restated Secured Credit Agreement dated to be effective as of December 20,
2002, by and among Quanta Services, Inc., the Lenders party thereto, and Bank of
America, N.A., as Agent for the Lenders.
[ILLEGIBLE]
--------------------------------------------
By: The Bank of Nova Scotia_________________
Name: Mark Sparrow_________________________
Title: Director_____________________________
Lender signature page to that certain Ninth Amendment to Third Amended
and Restated Secured Credit Agreement dated to be effective as of December 20,
2002. by and among Quanta Services, Inc., the Lenders party thereto, and Bank of
America, N.A., as Agent for the Lenders.
Guaranty Bank
By: /s/Scott Brewer
-------------------------------------
Name: Scott Brewer
Title: VP
SCHEDULE 1 TO NINTH AMENDMENT TO
THIRD AMENDED AND RESTATED SECURED CREDIT AGREEMENT
AMENDED EXHIBIT 6.6
COMPLIANCE CERTIFICATE
Quanta Services, Inc. (the "BORROWER"), the various financial
institutions from time to time parties thereto (the "LENDERS"), and Bank of
America, N.A., as Agent for the Lenders (in such capacity, the "AGENT"),
executed and delivered that certain Third Amended and Restated Secured Credit
Agreement dated as of June 14, 1999 (as amended, supplemented and restated from
time to time, the "CREDIT AGREEMENT"). Any term used but not defined in this
Compliance Certificate shall have the meaning given to it in the Credit
Agreement.
The undersigned, solely in his or her capacity as__________ of the
Borrower hereby certifies to the Agent and the Lenders that:
A. This Compliance Certificate and the attached financial
statements are delivered on this ______day of________,_________.
B. The attached financial statements are (check one)[ ] monthly
financial statements dated_________________, [ ] quarterly financial statements
dated__________________, [ ] annual financial statements dated_________________,
and fairly present on a consolidated or consolidating basis, as the case may
be and as applicable, the balance sheet [,] [and] statements of income [ADD THE
FOLLOWING FOR QUARTERLY AND ANNUAL FINANCIAL STATEMENTS:, retained earnings and
cash flows] of the Borrower and its Subsidiaries covered thereby as of the date
thereof and for the period covered thereby, subject to normal year-end audit
adjustments and the omission of any footnotes as permitted by the SEC for any
such financial statements that are monthly or quarterly financial statements,
[ADD THE FOLLOWING FOR QUARTERLY REPORTING:, together with a summary of asset
dispositions during such period and in the aggregate to date under SECTION
6.16(c), (d) and (e) of the Credit Agreement] [ADD THE FOLLOWING FOR MONTHLY
REPORTING:, together with an accounts receivable aging summary, a status report
on (i) the contractual obligations of the Borrower as disclosed to the Agent
described in CLAUSE(c)(ii) of the definition of "PERMITTED CHARGES", and (ii)
the top 20 accounts receivable of the Borrower, and the three month cash flow
projections required under SECTION 6.6(c)].
C. As of the date of the attached and with respect to the
Borrower and its Subsidiaries on a consolidated basis, the following (calculated
in accordance with the Credit Agreement):
EXHIBIT 6.6
EXHIBIT 6.6
2
- -------------------------------------
(1) Minimum Asset Coverage Ratio is tested monthly. All other financial
covenants are tested quarterly, or annually in the case of Capital Expenditures.
EXHIBIT 6.6
3
D. Attached hereto is back-up documentation (in form reasonably
acceptable to the Agent) showing information on a Subsidiary by Subsidiary basis
supporting the calculations of the financial covenants contained herein.
[FOR QUARTERLY AND ANNUAL COMPLIANCE CERTIFICATE INSERT THE FOLLOWING
SECTIONS E AND F:]
E. To the best of my knowledge after due inquiry, all of the
representations and warranties contained in the Credit Agreement are true and
correct on the date hereof as if made on the date hereof except, (i) to the
extent such representation and warranty relates solely to an earlier date in
which case it shall have been true and correct as of such earlier date, (ii) as
a result of the transactions expressly permitted under the Credit Agreement,
(iii) as previously disclosed to the Lenders or (iv) as to the following
matters: [Describe or attach a schedule of all such representations and
warranties that are no longer true or correct and, if applicable, what action
the Borrower has taken or proposes to take].
_____________________________
_____________________________
_____________________________
EXHIBIT 6.6
4
F. (Check EITHER 1 or 2) to the best of my knowledge after due
inquiry:
[_] 1. As of the date hereof, no Default or Event of Default
has occurred and is continuing.
[_] 2. As of the date hereof, no Default or Event of Default
has occurred and is continuing except the following matters:
[Describe all such Defaults or Events of Default, specifying
the nature, duration and status thereof and what action the
Borrower has taken or proposes to take with respect thereto].
Date:______________,______.
QUANTA SERVICES, INC.
By:_________________________________
Name:_______________________________
Title:______________________________
EXHIBIT 6.6
5