10TH AMENDMENT TO CONSENT TO SECURED CREDIT AGMT
Published on October 3, 2003
EXHIBIT 10.1
TENTH AMENDMENT
TO THIRD AMENDED AND RESTATED SECURED CREDIT AGREEMENT
THIS TENTH AMENDMENT TO THIRD AMENDED AND RESTATED SECURED CREDIT
AGREEMENT (this "Amendment"), dated as of September 30, 2003, 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:
"FUNDED DEBT" means, as of any date of determination,
the sum, without duplication, of the following for the
Borrower and its Subsidiaries: (i) Indebtedness for borrowed
money, all obligations evidenced by bonds, debentures, notes
or similar instruments, and purchase money obligations which
in accordance with GAAP would be shown on the consolidated
balance sheet of the Borrower as a liability, (ii) all L/C
Obligations, and all reimbursement obligations relative to the
face amount of all other letters of credit issued for the
account of the Borrower or any of its Subsidiaries, and (iii)
all Capitalized Lease Obligations; provided that, for purposes
of calculating the Funded Debt to EBITDA Ratio, the Senior
Debt to EBITDA Ratio and the Minimum Asset Coverage Ratio for
purposes of determining compliance with SECTIONS 6.22, 6.23
and 6.24 hereof, the sum referenced above shall be reduced by
the amount of cash proceeds from the issuance of the 2003
Convertible Subordinated Notes to the extent such proceeds are
being held by the Agent as cash collateral for the L/C
Obligations and the Loans.
"2003 CONVERTIBLE SUBORDINATED NOTES" means the
notes, guarantees, and all other obligations now or hereafter
arising under, or pursuant to, the 2003 Note Purchase
Agreement.
"2003 NOTE PURCHASE AGREEMENT" means that certain
Purchase Agreement dated as of a date in the fourth quarter of
calendar year 2003, by and among the Borrower, as issuer, and
the purchasers listed on "Schedule A" attached thereto, as
initial purchasers of the Borrower's convertible subordinated
debentures due 2023, as the same may be amended, restated or
supplemented from time to time.
(b) Amendments to Section 4.2. Section 4.2 is amended by (i)
deleting the word "and" immediately following the semi-colon (";")
found in clause (e) therein, (ii) deleting the period (".") immediately
following the end of clause (f) thereof and replacing it with a
semi-colon (";"), and (iii) adding new clauses (g) and (h) thereto
immediately following clause (f), as set forth below:
(g) Compliance with Financial Covenants. After giving
effect to the proposed Borrowing or Letter of Credit, the
Borrower shall be in compliance with SECTIONS 6.20 through
6.24 of this Agreement as of the date of the proposed
Borrowing, whether or not the Lenders shall have waived any
Default or Event of Default arising out of the Borrower's
failure to comply with any of such SECTIONS, provided,
however, that such condition precedent shall not apply to the
issuance, extension or increase of any Letter of Credit listed
on SCHEDULE 4.2(g); and
(h) Cash Collateral. Solely with respect to Letters
of Credit issued or increased after the issuance of the 2003
Convertible Subordinated Notes, the Borrower shall provide the
Agent with cash collateral in an amount equal to the face
amount of any such Letter of Credit to the extent that net
proceeds of the 2003 Convertible Subordinated Notes were
sufficient to cash collateralize such Letters of Credit had
they been outstanding on the date of issuance of the 2003
Convertible Subordinated Notes.
(c) Amendment to Section 6.10(a). Clause (a) of Section 6.10
is amended by adding a new clause (iv) thereto so that the entire
clause (a) shall read 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, (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
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compensation programs cannot reasonably be expected to have a
material negative impact on projected cash flows, and (iv) the
Borrower may repurchase its common stock and make payments in
connection with share repurchase and/or share derivative
transactions with respect to its common stock so long as (A)
such transactions are consummated either simultaneously with
the issuance of the 2003 Convertible Subordinated Notes or in
connection with repurchase rights and/or obligations from time
to time arising in connection with such issuance, (B) no
Default or Event of Default that has not been waived exists or
will result therefrom, (C) if the gross proceeds of the 2003
Convertible Subordinated Notes are at least $100,000,000 but
less than $125,000,000, the aggregate amount of all payments
made in connection with such transactions does not exceed
$15,000,000, (D) the Borrower receives no less than
$100,000,000 in gross proceeds from the issuance of the
Initial 2003 Convertible Subordinated Notes (as such term is
defined below), and (E) if the aggregate gross proceeds of the
2003 Convertible Subordinated Notes are $125,000,000 or more,
the aggregate amount of all such payments does not exceed an
amount equal to the applicable percentage of the gross
proceeds received by the Borrower from the issuance of the
2003 Convertible Subordinated Notes set forth in the table
below:
Provided that nothing in this SECTION 6.10(a) shall
affect the Borrower's obligation to comply with SECTION
2.10(c) with respect to such proceeds.
Notwithstanding the foregoing, if the Borrower issues
additional 2003 Convertible Subordinated Notes ("Additional
2003 Convertible Subordinated Notes") after the closing of the
sale of the first 2003 Convertible Subordinated Notes to be
sold ("Initial 2003 Convertible Subordinated Notes"), then (x)
the Borrower shall not be permitted to retain any amounts from
the proceeds of the Additional 2003 Convertible Subordinated
Notes that it might otherwise be entitled to retain pursuant
to Section 2.10(c), and (y) if the sale of the Additional 2003
Convertible Subordinated Notes causes the gross proceeds of
the 2003 Convertible Subordinated Notes to increase to a
higher "gross proceeds level" in the table above, the
percentage in such table applicable to such higher "gross
proceeds level" shall apply only with respect to proceeds
within such higher "gross proceeds level" and not to any other
proceeds of the 2003 Convertible Subordinated Notes. For
example, if the proceeds of the Initial 2003 Convertible
Subordinated Notes are $150,000,000 and the proceeds of the
Additional 2003 Convertible Subordinated Notes are
$30,000,000, then the 20% from the table above would apply to
the proceeds of the Initial 2003 Convertible Subordinated
Notes and $24,999,999 of the proceeds of the Additional 2003
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Convertible Subordinated Notes, and the 25% from the table
above would apply to the remaining proceeds of the Additional
2003 Convertible Subordinated Notes.
(d) Amendment to Section 6.14(e). Clause (e) of Section 6.14
is amended and restated in its entirety, as follows:
(e) [Intentionally Deleted]
(e) Further Amendments to Section 6.14. Section 6.14 is
further amended by (i) deleting the word "and" immediately following
the semi-colon (";") found in clause (g) therein, (ii) amending and
restating clause (h) thereof in its entirety, as set forth below, and
(iii) adding new clauses (i) and (j) thereto immediately following
clause (h), as set forth below:
(h) Indebtedness under the Subordinated Indenture,
including without limitation, the Indebtedness under the
Convertible Subordinated Notes and the First Supplemental
Indenture; provided that the principal amount of such
Indebtedness shall not at any time exceed $172,500,000;
(i) Indebtedness not to exceed $250,000,000 at any
time under the 2003 Note Purchase Agreement, including without
limitation, the Indebtedness under the 2003 Convertible
Subordinated Notes; provided that, such Indebtedness is
unsecured and upon terms not materially less favorable than
the terms of the Convertible Subordinated Notes and is
otherwise on terms reasonably satisfactory to the Agent,
including without limitation ranking subordination terms at
least as favorable to the Lenders as those contained in the
Convertible Subordinated Notes, and provided further that all
net cash proceeds from the issuance of such Indebtedness are
applied in accordance with SECTION 2.10(c) of this Agreement,
which contemplates that such proceeds will be allocated to the
Lenders and to 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) and applied as follows: (A)
with respect to the proceeds allocated to the Lenders, paid to
the Agent as a prepayment of the Loans, and if all Loans have
been satisfied, to the Agent as cash collateral for the
outstanding L/C Obligations (which security interest shall be
expressly senior to any security interest in such cash
collateral which secures the Senior Notes), in each case
together with a corresponding, automatic and permanent
reduction of the Commitment Amount by the amount of net
proceeds that would be allocated to the Lenders if the Loans
and L/C Obligations exceeded such amount of net proceeds (and
not any lesser amount which may ultimately be allocated to the
Lenders if the Loans and L/C Obligations are less than such
amount of net proceeds), and if all of the L/C Obligations
have been so cash collateralized, to the holders of the Senior
Notes to be applied in accordance with Section 8.8(e) of the
Note Purchase Agreement, and (B) with respect to the proceeds
allocated to
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the holders of the Senior Notes, paid to such holders to be
applied in accordance with Section 8.8(e) of the Note Purchase
Agreement; and
(j) Guaranties from domestic Subsidiaries entered
into or delivered in connection with either the 2003
Convertible Subordinated Notes or the Senior Notes and
obligations covered by CLAUSE (VI) of the definition of
Indebtedness to the extent that such obligations are entered
into or arise in connection with the 2003 Convertible
Subordinated Notes.
(f) Amendment to Section 6.15(h). Clause (h) of Section 6.15
is amended and restated in its entirety as follows:
(h) Investments involving share repurchase and/or
share derivative transactions to the extent permitted by
SECTION 6.10.
(g) Amendment to Section 7.1(n). Clause (n) of Section 7.1 is
amended and restated in its entirety, as follows:
(n) an event of default shall occur and be continuing
under (i) the Subordinated Indenture, the First Supplemental
Indenture or the Convertible Subordinated Notes, or any other
document evidencing Indebtedness under the Subordinated
Indenture, the First Supplemental Indenture or the Convertible
Subordinated Notes, or (ii) the 2003 Note Purchase Agreement
or the 2003 Convertible Subordinated Notes, or any other
document evidencing Indebtedness under the 2003 Note Purchase
Agreement or the 2003 Convertible Subordinated Notes.
(h) New Schedule 4.2(g). A new SCHEDULE 4.2(g) in the form
attached to this Amendment as SCHEDULE 4.2(g) is hereby added to the
Credit Agreement.
2. TEMPORARY WAIVER Upon the effectiveness of this Amendment,
and in reliance upon the representations and warranties of the Borrower
and the Guarantors made herein, notwithstanding anything to the
contrary in any of the Credit Documents, the Agent and the Lenders
hereby waive any Default or Event of Default arising out of the
Borrower's failure in any respect to comply with (a) the required
Minimum Interest Coverage Ratio set forth in Section 6.21 of the Credit
Agreement at the end of the fiscal quarter ending on September 30,
2003, (b) the required Funded Debt to EBITDA Ratio set forth in Section
6.22 of the Credit Agreement at the end of the fiscal quarter ending on
September 30, 2003, (c) the required Senior Debt to EBITDA Ratio set
forth in Section 6.23 of the Credit Agreement at the end of the fiscal
quarter ending on September 30, 2003 and (d) any obligation to furnish,
deliver or provide any projections or forecasts pursuant to Section 6.6
of the Credit Agreement after September 15, 2003 through January 1,
2004 (collectively, the "Specified Defaults"); provided that, all such
waivers shall terminate and become null and void on January 2, 2004, at
which time the Borrower's obligations to comply with the requirements
set forth in Sections 6.21, 6.22, and 6.23 of the Credit Agreement with
respect to the fiscal quarter ending on September 30, 2003 and to
furnish any such items pursuant to Section 6.6 shall be valid, binding
and enforceable, and any non-compliance by the Borrower with any such
requirements shall thereupon result in an
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immediate Event of Default with no notice or cure period. The temporary
waivers set forth in this Section 2 of this Amendment are limited to
the extent specifically set forth above in this Section 2, and no other
terms, covenants or provisions of the Credit Agreement are intended to
be waived hereby.
3. BORROWING RESTRICTIONS. Notwithstanding anything in the Credit
Agreement or any other Loan Document to the contrary, from the date hereof
through and including January 1, 2004, the Lenders shall not be obligated to
make any Revolving Loans other than Revolving Loans pursuant to the Agent's
request in respect of Swing Line Loans made by the Agent in accordance with
Section 2.1(b) of the Credit Agreement, provided that the aggregate amount of
all such Swing Line Loans outstanding at any one time during such period shall
never exceed $5,000,000.
4. 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 that has not been obtained is
required for its execution and delivery of this Amendment, (d) its execution and
delivery of this Amendment will not 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.
5. 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
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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 5 shall survive termination of this Amendment and
the other Credit Documents.
6. CONDITIONS OF EFFECTIVENESS. This Amendment shall be effective,
without any other action by the parties hereto, immediately upon the
satisfaction or waiver of each of the following conditions precedent and only if
all such conditions precedent to effectiveness are satisfied or waived on or
prior to October 3, 2003:
(a) the Agent shall receive counterparts of this Amendment
executed by the Majority Lenders, the Borrower and the Guarantors;
(b) the representations and warranties set forth in Section 4
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 incurred
by the Agent, including, without limitation, such fees and expenses of
Winstead Sechrest & Minick P.C., shall have been paid;
(d) 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;
(e) 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 absence
of any Default or Event of Default, after giving effect to this
Amendment; and
(f) the Agent shall receive, in form and substance reasonably
satisfactory to the Agent and its counsel, such other documents,
certificates and instruments as the Agent shall reasonably require.
7. 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.
8. 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
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which together shall constitute one and the same instrument. This Amendment may
be validly executed and delivered by facsimile or other electronic transmission.
9. GOVERNING LAW; BINDING EFFECT. This Amendment shall be governed by
and construed in accordance with the internal laws of the State of Texas and
shall be binding upon the Borrower, the Agent, each Lender and their respective
successors and assigns.
10. 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.
11. 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.
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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: Chief Financial Officer
----------------------
AGENT:
BANK OF AMERICA, N.A., AS AGENT
By: /s/ DAVID A. JOHANSON
----------------------------
Name: David A. Johanson
-----------------------
Title: Vice President
-------------------------
Lender signature page to that certain Tenth Amendment to Third Amended
and Restated Secured Credit Agreement dated to be effective as of September 30,
2003, 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/ GARY L. MINGLE
Name: Gary L. Mingle
Title: Senior Vice President
Lender signature page to that certain Tenth Amendment to Third Amended
and Restated Secured Credit Agreement dated to be effective as of September 30,
2003, by and among Quanta Services, Inc., the Lenders party thereto, and Bank of
America, N.A., as Agent for the Lenders.
BANK OF NOVA SCOTIA
By: /s/ STEPHEN C. LEVI
Name: Stephen C. Levi
Title: Director
Lender signature page to that certain Tenth Amendment to Third Amended
and Restated Secured Credit Agreement dated to be effective as of September 30,
2003, 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/ ATTILA KOC
Name: Attila Koc
Title: Senior Vice President
Lender signature page to that certain Tenth Amendment to Third Amended
and Restated Secured Credit Agreement dated to be effective as of September 30,
2003, by and among Quanta Services, Inc., the Lenders party thereto, and Bank of
America, N.A., as Agent for the Lenders.
DEUTSCHE BANK TRUST COMPANY AMERICAS
BY: /s/ SCOTTYE LINDSAY
NAME: SCOTTYE LINDSAY
TITLE: VICE PRESIDENT
Lender signature page to that certain Tenth Amendment to Third Amended
and Restated Secured Credit Agreement dated to be effective as of September 30,
2003, by and among Quanta Services, Inc., the Lenders party thereto, and Bank of
America, N.A., as Agent for the Lenders.
JP MORGAN CHASE
BY: /s/ ROBERT MENDOZA
NAME: ROBERT MENDOZA
TITLE: VICE PRESIDENT
Lender signature page to that certain Tenth Amendment to Third Amended
and Restated Secured Credit Agreement dated to be effective as of September 30,
2003, 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 DURBIN
NAME: MICHAEL DURBIN
TITLE: SENIOR VICE PRESIDENT
Lender signature page to that certain Tenth Amendment to Third Amended
and Restated Secured Credit Agreement dated to be effective as of September 30,
2003, 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
Lender signature page to that certain Tenth Amendment to Third Amended
and Restated Secured Credit Agreement dated to be effective as of September 30,
2003, by and among Quanta Services, Inc., the Lenders party thereto, and Bank of
America, N.A., as Agent for the Lenders.
WACHOVIA BANK, NATIONAL ASSOCIATION
BY: /s/ STEVEN L. HIPSMAN
NAME: STEVEN L. HIPSMAN
TITLE: DIRECTOR
Lender signature page to that certain Tenth Amendment to Third Amended
and Restated Secured Credit Agreement dated to be effective as of September 30,
2003, by and among Quanta Services, Inc., the Lenders party thereto, and Bank of
America, N.A., as Agent for the Lenders.
COMERICA BANK
BY: /s/ WILLIAM S. ROGERS
NAME: WILLIAM S. ROGERS
TITLE: VICE PRESIDENT
Lender signature page to that certain Tenth Amendment to Third Amended
and Restated Secured Credit Agreement dated to be effective as of September 30,
2003, by and among Quanta Services, Inc., the Lenders party thereto, and Bank of
America, N.A., as Agent for the Lenders.
SUN TRUST BANK
By: /s/ J. SCOTT DEVINEY
NAME: J. SCOTT DEVINEY
TITLE: DIRECTOR
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.
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.
PAR ELECTRICAL CONTRACTORS, INC.
PARKSIDE SITE & UTILITY COMPANY CORPORATION
PARKSIDE UTILITY CONSTRUCTION CORP.
P.D.G. ELECTRIC COMPANY
POTELCO, INC.
PROFESSIONAL TELECONCEPTS, INC. (IL)
PROFESSIONAL TELECONCEPTS, INC. (NY)
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.
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.
SOUTHEAST PIPELINE CONSTRUCTION, INC.
SOUTHWESTERN COMMUNICATIONS, INC.
SOUTHWEST TRENCHING COMPANY, INC.
SPALJ CONSTRUCTION COMPANY
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.
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 BUBACZ
--------------------------------------------
Linda Bubacz, President
COAST TO COAST, LLC
By: Environmental Professional Associates,
Limited, Its Member
By: /s/ DANA GORDON
-------------------------------------
Dana Gordon, Vice President
NORTHERN LINE LAYERS, LLC
By: PAR Electrical Contractors, Inc., Its Sole
Member
By: /s/ DANA GORDON
-------------------------------------
Dana Gordon, Vice President
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
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
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., Its Member
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
TOTAL QUALITY MANAGEMENT SERVICES, LLC
By: Environmental Professional Associates, Ltd.,
Its Sole Member
By: /s/ DANA GORDON
-------------------------------------
Dana Gordon, Vice President