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SECOND AMENDMENT AND CONSENT TO
THIRD AMENDED AND RESTATED SECURED CREDIT AGREEMENT
THIS SECOND AMENDMENT AND CONSENT TO THIRD AMENDED AND RESTATED SECURED
CREDIT AGREEMENT (this "AMENDMENT") is entered into as of March 21, 2000, among
QUANTA SERVICES, INC., a Delaware corporation ("BORROWER"), the Lenders, as
defined below, and BANK OF AMERICA, N.A., f/k/a NationsBank, 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
such terms in the Credit Agreement (defined below).
RECITALS
A. The Borrower is party to that certain Third Amended and Restated
Secured Credit Agreement dated as of June 14, 1999 (as amended by the First
Amendment dated as of September 21, 1999, and as may be amended, restated or
supplemented from time to time, the "CREDIT AGREEMENT"), among the Borrower,
Agent, and the lenders from time to time parties thereto (each a "LENDER"
collectively, "LENDERS").
B. The Borrower proposes to engage in a private offering of senior debt
securities pursuant to the Note Purchase Agreement (defined below).
C. The Borrower and the Lenders have agreed to amend the Credit
Agreement, to accommodate the issuance of such senior debt securities, subject
to the terms and conditions set out in this Amendment.
D. The Borrower has requested certain other modifications to the Credit
Agreement and the Lenders are willing to make such modifications, subject to the
terms and conditions set out in this Amendment.
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are acknowledged,
the undersigned agree as follows:
1. New Definitions. SECTION 1.1 of the Credit Agreement shall be
amended to add the following new definitions:
"NOTE PURCHASE AGREEMENT" means that certain Note Purchase
Agreement dated as of March 1, 2000, among the Borrower, as issuer, and
the purchasers listed on "Schedule A" attached thereto, as lenders, as
may be amended, restated or supplemented from time to time.
"SENIOR NOTES" means the notes, guarantees, and all other
obligations now or hereafter arising under or pursuant to the Note
Purchase Agreement."
2. Dividends and Negative Pledges. SECTION 6.10(A) of the Credit
Agreement shall be deleted and replaced in its entirety as follows:
"(a) The Borrower shall not pay any dividends or other
distributions on its capital stock other than those 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."
3. Liens. SECTION 6.13 of the Credit Agreement shall be amended to
delete the "and" at the end of clause (k); to delete the period at the end of
clause (l); to add a semicolon and add "and" at the end of clause (l); and to
add a clause (m) so that clauses (k), (l), and (m) read as follows:
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"(k) Liens created by the Credit Documents;
(l) Liens on any assets acquired in an Acquisition, provided
that all such Liens, other than Permitted Liens listed in (a) through
(k) of this Section, shall be released and any notice thereof removed
from the public records on or before thirty (30) days after the date of
such Acquisition; and
(m) Liens created in connection with the Senior Notes and
the Note Purchase Agreement."
4. Indebtedness. SECTION 6.14 of the Credit Agreement shall be amended
to delete the "and" at the end of clause (e); to delete the period at the end of
clause (f); to add a semicolon and "and" at the end of clause (f); and add a
clause (g) so that clauses (e), (f) and (g) read as follows:
"(e) Indebtedness incurred in connection with Subordinated
Debt Investments;
(f) other Indebtedness not included within subsections (a)
through (e) above, provided that such Indebtedness shall not exceed, at
any one time outstanding, an amount equal to 8.5% of Consolidated Net
Worth as of the end of the immediately preceding fiscal quarter; and
(g) Indebtedness not to exceed $400,000,000 at any time
under the Senior Notes and the Note Purchase Agreement."
5. Loans, Advances and Investments. SECTION 6.15 of the Credit
Agreement shall be amended to replace $1,000,000 with $2,500,000 in clause (g);
to delete the "and" at the end of clause (h); to delete the period at the end of
clause (i); to add a semicolon and "and" at the end of clause (i); and add a
clause (j) so that clauses (g), (h), (i) and (j) read as follows:
"(g) Investments in Persons other than Borrower or its
Subsidiaries, provided that all such Investments shall not exceed
$2,500,000 at any one time;
(h) the existing loan to the NorAm Telecommunications, Inc.
employee stock ownership plan;
(i) as permitted by SECTION 6.11; and
(j) Investments in Lightwave L.L.C., an Alabama limited
liability company (or any of its successors or assigns), provided that
all Investments (whether by cash or contribution of assets, but
excluding the reinvestment of its retained earnings) after December 31,
1999 may not in the aggregate exceed $5,000,000."
6. Subordinated Debt Investment. SECTION 6.24 of the Credit Agreement
shall be amended to delete each reference to the term "Change of Control" and in
each case replace it with the defined term "Change in Control" so that such
section shall read in its entirety as follows:
Section 6.24 Subordinated Debt Investment. The Borrower shall
provide written notice to the Agent (by confirmed fax to each of the
Agent and its legal counsel, Porter & Hedges, L.L.P., attention: Mr.
Nick H. Sorensen (fax no.: 713-226-0277)) of (i) any Change in Control
within two (2) Business Days following any such Change in Control, and
(ii) any notice received by the Borrower from any holder of a
Subordinated Debt Investment exercising any right to require the
Borrower to redeem all or any part of a Subordinated Debt Investment
within two (2) Business Days of the
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Borrower's receipt thereof. The Borrower shall not redeem all or any
part of the Indebtedness evidenced by the Enron Subordinated Debt
Documents as a result of a Change in Control before ten (10) days
following the date of a Redemption Notice (as defined in the Enron
Subordinated Debt Documents) or if prohibited by the subordination
provisions contained therein. The Borrower shall not redeem, pursuant
to any optional redemption right it may have, all or any part of a
Subordinated Debt Investment before the Maturity Date. The Borrower
shall not amend, modify or change in any way any of the Enron
Subordinated Debt Documents so as to change the stated maturity date of
the principal of such Indebtedness, or any installment of interest
thereon, to an earlier date, increase the rate of interest thereon or
any premium payable on the redemption thereof, change any of the
redemption or subordination provisions thereof (or the definitions of
any defined terms contained therein) or otherwise change in any respect
materially adverse to the interests of the Lenders any of the terms
thereof, in each case, without the consent of the Majority Lenders.
7. Events of Default. SECTION 7.1 of the Credit Agreement shall be
deleted and replaced in its entirety as follows (with the underlined portions
showing new or revised language):
"Section 7.1 Events of Default. Any one or more of the following shall
constitute an Event of Default:
(a) default by the Borrower in the payment of the principal
amount of any Loan or any Reimbursement Obligation when it becomes due
and payable under this Agreement, or in the payment of any interest
thereon or any fees payable hereunder within five (5) days following
the date when due;
(b) default by the Borrower in the observance or performance
of any covenant set forth in SECTIONS 6.6(E), 6.10(A), 6.11, 6.16,
6.21, or 6.24;
(c) default by the Borrower in the observance or performance
of any provision hereof or of any other Credit Document not mentioned
in (a) or (b) above which is not remedied within thirty (30) days after
the earlier of (i) such default or event of default first becoming
known to any officer of the Borrower, or (ii) notice to the Borrower by
the Agent of the occurrence of such default or event of default;
(d) any representation or warranty made or deemed made herein,
in any other Credit Document or in any financial or other report or
document furnished in compliance herewith or therewith by the Borrower
or any of its Subsidiaries proves untrue in any material respect as of
the date of the issuance or making, or deemed issuance or making
thereof;
(e) default occurs in the payment when due (after any
applicable grace period) of Indebtedness in an aggregate principal
amount of $1,000,000 or more of the Borrower or any of its
Subsidiaries, or the occurrence of any other default, which with the
passage of time or notice would permit the holder or beneficiary of
such Indebtedness, or a trustee therefor, to cause the acceleration of
the maturity of any such Indebtedness or any mandatory unscheduled
prepayment, purchase, or other early funding thereof;
(f) the Borrower or any of its Subsidiaries (i) has entered
involuntarily against it an order for relief under the United States
Bankruptcy Code or a comparable action is taken under any bankruptcy or
insolvency law of another country or political subdivision of such
country, (ii) generally does not pay, or admits its inability generally
to pay, its debts as they become due, (iii) makes a general assignment
for the benefit of creditors, (iv) applies for, seeks, consents to, or
acquiesces in, the appointment of a receiver, custodian, trustee,
examiner, liquidator or similar official for it or any substantial part
of its property, (v) institutes any proceeding seeking to have entered
against it an order
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for relief under the United States Bankruptcy Code or any comparable
law, to adjudicate it insolvent, or seeking dissolution, winding up,
liquidation, reorganization, arrangement, adjustment or composition of
it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors or fails to file an answer or other
pleading denying the material allegations of any such proceeding filed
against it, (vi) makes any board of directors resolution in direct
furtherance of any matter described in clauses (i)-(v) above, or (vii)
fails to contest in good faith any appointment or proceeding described
in SECTION 7.1(G);
(g) a custodian, receiver, trustee, examiner, liquidator or
similar official is appointed for the Borrower or any of its
Subsidiaries or any substantial part of its property, or a proceeding
described in SECTION 7.1(F)(V) is instituted against the Borrower or
any of its Subsidiaries, and such appointment continues undischarged or
such proceeding continues undismissed or unstayed for a period of sixty
(60) days;
(h) the Borrower or any of its Subsidiaries fails within
thirty (30) days (or such earlier date as any steps to execute on such
judgment or order take place) to pay, bond or otherwise discharge, or
to obtain an indemnity against on terms and conditions satisfactory to
the Lenders in their reasonable discretion, any one or more judgments
or orders for the payment of money in excess of $1,000,000 in the
aggregate which is uninsured or underinsured by at least such amount
(provided that there is adequate assurance, in the sole discretion of
the Lenders, that the insurance proceeds attributable thereto shall be
paid promptly upon the expiration of such time period or resolution of
such proceeding), which is not stayed on appeal or otherwise being
appropriately contested in good faith in a manner that stays execution;
(i) the Borrower or any of its Subsidiaries fails to pay when
due an amount aggregating in excess of $1,000,000 that it is liable to
pay to the PBGC or to a Plan under Title IV of ERISA; or a notice of
intent to terminate a Plan having Unfunded Vested Liabilities of the
Borrower or any of its Subsidiaries in excess of $1,000,000 (a
"MATERIAL PLAN") is filed under Title IV of ERISA; or the PBGC
institutes proceedings under Title IV of ERISA to terminate or to cause
a trustee to be appointed to administer any Material Plan; or a
proceeding is instituted by a fiduciary of any Material Plan against
the Borrower or any of its Subsidiaries to collect any liability under
Section 515 or 4219(c)(5) of ERISA and such proceeding is not dismissed
within thirty (30) days thereafter; or a condition exists by reason of
which the PBGC would be entitled to obtain a decree adjudicating that
any Material Plan must be terminated;
(j) the Borrower, any Guarantor, any Person acting on behalf
of the Borrower or any Guarantor, or any governmental, judicial or
arbitral authority challenges the validity of any Credit Document or
the Borrower's or any Guarantor's obligations thereunder, or any Credit
Document ceases to be in full force and effect in all material respects
or ceases to give to the Agent and the Lenders the rights and powers
purported to be granted in its favor thereby in all material respects
other than for any reason solely caused by or within the sole control
of the Agent or any Lender;
(k) a Change in Control shall occur or the common stock of the
Borrower shall be delisted from the New York Stock Exchange;
(l) an Event of Default shall occur and be continuing under
the Enron Subordinated Debt Documents or any other documents evidencing
a Subordinated Debt Investment; or --
(m) an Event of Default shall occur and be continuing under
the Note Purchase Agreement, the Senior Notes, or any other document
evidencing Indebtedness under the Senior Notes or the Note Purchase
Agreement."
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8. Schedules. SCHEDULE 5.20 to the Credit Agreement is deleted and is
replaced by the SCHEDULE 5.20 attached to this Amendment.
9. Consent. Each Lender which signs this Amendment consents to the
Agent entering into the following agreements on its behalf: (a) an intercreditor
agreement with the purchasers of the Senior Notes, substantially in the form of
EXHIBIT A attached hereto; (b) an omnibus first amendment to the Pledge
Agreements, substantially in the form of EXHIBIT B; (c) an omnibus first
amendment to the Security Agreements, substantially in the form of EXHIBIT C;
(d) a first amendment to the Patent Collateral Assignment with Quanta Services
of Canada Ltd., substantially in the form of EXHIBIT D; and (e) such other
documents contemplated by the documents listed in clauses (a) through (d) above
as the Agent or its counsel deems reasonable and necessary.
10. Exhibits. EXHIBIT 4.1B (Form of Pledge Agreement), EXHIBIT 4.1C
(Form of Security Agreement) and EXHIBIT 4.1D (Form of Patent Collateral
Assignment) of the Credit Agreement are hereby amended to reflect the changes
set out in EXHIBIT B, EXHIBIT C, and EXHIBIT D, respectively, as attached to
this Amendment.
11. Conditions. This Amendment shall not be effective until each of
the following have been delivered to the Agent:
(a) this Amendment signed by the Borrower, Guarantors, and
Majority Lenders;
(b) an intercreditor agreement substantially in the form of
EXHIBIT A attached hereto signed by the Agent on behalf of the Lenders
and the purchasers under the Note Purchase Agreement;
(c) a copy of the Note Purchase Agreement duly executed and
delivered;
(d) such other documents as the Agent may reasonably request.
12. Fees and Expenses. The Borrower agrees to pay the reasonable fees
and expenses of counsel to Agent for services rendered in connection with the
preparation, negotiation and execution of this Amendment.
13. Representations and Warranties. The Borrower and Guarantors
represent and warrant to the Lenders that they possess all requisite power and
authority to execute, deliver and comply with the terms of this Amendment, which
has been duly authorized and approved by all requisite corporate action on the
part of the Borrower and Guarantors, for which no consent of any Person is
required, and which will not violate their respective organizational documents,
and agree to furnish the Lenders with evidence of such authorization and
approval upon request. The Borrower and Guarantors further represent and warrant
to the Lenders that (a) the representations and warranties in each Credit
Document to which they are 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 (i) such representations and warranties
speak to a specific date or (ii) the facts on which such representations and
warranties are based have been changed by transactions contemplated by the
Credit Agreement), (b) it is in full compliance with all covenants and
agreements contained in each Credit Document to which it is a party, and (c) no
Default or Event of Default has occurred and is continuing.
14. Scope of Amendment; Reaffirmation; Release. Except as affected by
this Amendment, the Credit Documents are unchanged and continue in full force
and effect. However, in the event of any inconsistency between the terms of the
Credit Agreement as hereby amended and any other Credit Document, the terms of
the Credit Agreement shall control and such other document shall be deemed to be
amended
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hereby to conform to the terms of the Credit Agreement. All references to the
Credit Agreement shall refer to the Credit Agreement as amended by this
Amendment. The Borrower and Guarantors hereby reaffirm their respective
obligations under, and agree that, all Credit Documents to which they are a
party remain in full force and effect and continue to evidence their respective
legal, valid and binding obligations enforceable in accordance with their terms
(as the same are affected by this Amendment). The Borrower and Guarantors hereby
release the Lenders from any liability for actions or failures to act in
connection with the Credit Documents prior to the date hereof. This Amendment
shall be binding upon and inure to the benefit of each of the undersigned and
their respective successors and permitted assigns.
15. Miscellaneous.
(a) No Waiver of Defaults. This Amendment does not constitute
a waiver of, or a consent to, any present or future violation of or
default under, any provision of the Credit Documents, or a waiver of
the Lenders' right to insist upon future compliance with each term,
covenant, condition and provision of the Credit Documents, and the
Credit Documents shall continue to be binding upon, and inure to the
benefit of, the Borrower, Guarantors, and the Lenders and their
respective successors and assigns.
(b) Form. Each agreement, document, instrument or other
writing to be furnished Agent under any provision of this instrument
must be in form and substance satisfactory to Agent and its counsel.
(c) Multiple Counterparts. This Amendment may be executed in
any number of counterparts with the same effect as if all signatories
have signed the same document. All counterparts must be construed
together to constitute one and the same instrument.
(d) Governing Law. This Amendment and the other Credit
Documents must be construed-and their performance enforced-under Texas
law.
16. Entirety. THE CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE BORROWER, GUARANTORS AND THE LENDERS AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
The Amendment is executed as of the date set out in the preamble to
this Amendment.
QUANTA SERVICES, INC.
By:
-------------------------------------------
James H. Haddox
Chief Financial Officer
BANK OF AMERICA, N.A., as Administrative Agent
and as a Lender
By:
-------------------------------------------
Craig S. Wall
Senior Vice President
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BANK ONE, TEXAS, NATIONAL ASSOCIATION,
as a Documentation Agent and as a Lender
By:
-------------------------------------------
Name:
Title:
BANKBOSTON, N.A., as a Documentation Agent
and as Lender
By:
-------------------------------------------
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH, as a
Managing Agent and as a Lender
By:
-------------------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA, as a Managing Agent
and as a Lender
By:
-------------------------------------------
Name:
Title:
NATIONAL CITY BANK, as a Lender
By:
-------------------------------------------
Michael J. Durbin
Vice President
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LASALLE BANK NATIONAL ASSOCIATION, as a
Lender
By:
-------------------------------------------
Richard J. Kress
Vice President
FIRST UNION NATIONAL BANK, as a Lender
By:
-------------------------------------------
Name:
Title:
COMERICA BANK, as a Lender
By:
-------------------------------------------
Mark B. Grover
Vice President
THE BANK OF TOKYO-MITSUBISHI, LTD., as a
Lender
By:
-------------------------------------------
Name:
Title:
CHASE BANK OF TEXAS, N.A., as a Lender
By:
-------------------------------------------
Name:
Title:
GUARANTY FEDERAL BANK, F.S.B., as a Lender
By:
-------------------------------------------
Kevin J. Hanigan
Senior Vice President
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SUNTRUST BANK, ATLANTA, as a Lender
By:
-------------------------------------------
David Edge
Vice President
By:
-------------------------------------------
Name:
Title:
BANKERS TRUST COMPANY, as a Lender
By:
-------------------------------------------
Name:
Title:
Exhibit A - Form of Intercreditor Agreement
Exhibit B - Form of Omnibus Amendment
Exhibit C - Form of Omnibus Amendment
Exhibit D - Form of First Amendment
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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 Communication Technologies, Inc.
Arby Construction, Inc.
Austin Trencher, Inc.
CCLC, Inc.
Computapole, Inc.
Conti Communications, Inc.
Crown Fiber Communications, Inc.
Dillard Smith Construction Company
Driftwood Electrical Contractors, Inc.
Edwards Pipeline Company, Inc.
Environmental Professional Associates, Limited
Fiber Technology, Inc.
Five Points Construction Company
GEM Engineering Co., Inc.
Golden State Utility Co.
Grand Electric Company
H.L. Chapman Pipeline Construction, Inc.
Haines Construction Company
Harker & Harker, Inc.
Intermountain Electric, Inc.
Manuel Bros., Inc.
Network Communications Services, Inc.
NorAm Telecommunications, Inc.
North Pacific Construction Company
North Sky Communications
Northern Line Layers, Inc.
Pac West Construction, Inc.
PAR Electrical Contractors, Inc.
PDG Electric Company
Potelco, Inc.
QSI, Inc.
Quanta Acquisition XLV, Inc.
Quanta Delaware, Inc.
Quanta L Acquisition, Inc.
Quanta LI Acquisition, Inc.
Quanta LII Acquisition, Inc.
Quanta LIII Acquisition, Inc.
Quanta Services Management Partnership, L.P.
Quanta Utility Installation Co., Inc.
Quanta XLI Acquisition, Inc.
Quanta XLII Acquisition, Inc.
Quanta XLIII Acquisition, Inc.
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Quanta XLIV Acquisition, Inc.
Quanta XLIX Acquisition, Inc.
Quanta XLVI Acquisition, Inc.
Quanta XLVII Acquisition, Inc.
Quanta XLVIII Acquisition, Inc.
Quanta XVII Acquisition, Inc.
Quanta XXXIX Acquisition, Inc.
R. A. Waffensmith & Co., Inc.
Ranger Directional, Inc.
S.K.S. Pipeliners, Inc.
Seaward Corporation
Spalj Construction Company
Specialty Drilling, Inc.
Sullivan Welding, Inc.
Sumter Builders, Inc.
Telecom Network Specialists, Inc.
The Ryan Company, Inc.
Tom Allen Construction Company
TRANS TECH Electric, Inc.
Trawick Construction Co.
TTM, Inc.
TVS Systems, Inc.
Underground Construction Co., Inc.
Utilco, Inc.
VCI Telecom, Inc.
W.H.O.M. Corporation
Wade D. Taylor, Inc.
West Coast Communications, Inc.
World Fiber, Inc.
By:
------------------------------------------------
Brad Eastman, President or Vice President of
each Guarantor
Coast To Coast, LLC
By: Environmental Professional Associates,
Limited, Its Member
By:
-------------------------------------------
Brad Eastman, Vice President
By: Quanta Services, Inc., Its Member
By:
-------------------------------------------
Brad Eastman, Vice President
Quanta Services Management Partnership, L.P.
By: QSI, Inc., Its General Partner
By:
-------------------------------------------
Brad Eastman, Vice President
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SCHEDULE 5.20
LIST OF EXISTING LIENS AND INDEBTEDNESS
(REVISED MARCH 21, 2000)
1. Liens listed on SCHEDULE 6.13.
2. Liens listed on Annex 1 to this SCHEDULE 5.20 which are to be released by
no later than April 30, 2000.
3. The following Indebtedness:
Company Amount Creditor
------- ------ --------
PAR Electrical Contractors 286,729 Caterpillar
Potelco 367,556 First National Auto Leasing
Trans Tech 270,247 Norwest Equipment Financing
79,405 National City Leasing
Union Power 183,155 Ford Motor Credit
Golden State Utility 172,673 Safeco Credit
45,971 GMAC
13,426 Case Credit
32,808 Ford Motor Credit
NorAm Telecommunications 138,069 GMAC
121,750 Case Credit
Environmental Professional Associates 88,203 Ford Motor Credit
Underground Construction 130,553 Caterpillar
795,758 GE Capital
Sumter Builders 494,727 USL Fleet Services
Manuel Brothers 49,024 Al Manuel
142,248 KDC Financial
Dillard Smith Construction 32,457 US Bancorp
378,364 William Dillard Smith
316,332 Caterpillar
PDG 136,933 CIT Group
Tom Allen Construction 678,076 Bank One Leasing
Chapman 18,625 Ford Motor Credit
463,822 KDC Financial
4,387,386 Safeco
3,782,266 Financial Federal Credit
-----------
Total Indebtedness 13,606,563
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ANNEX 1 TO SCHEDULE 5.20
DEBTOR Filing Filing
NAME/ADDRESS Secured Party Jurisdiction Number Date Collateral
------------ ------------- ------------ ------ ------- ----------
Advanced Communication AT&T Commercial Finance Corp. Oregon 42602 UCC-1 10/11/96 blanket
Technologies, Inc. assigned to 42597 assignment
Finova Capital Corporation
Advanced Communication Finova Capital Corporation Oregon 51646 UCC-1 7/17/98 blanket
Technologies, Inc.
Manuel Bros., Inc. US Bancorp Leasing & Financial California 431361025 UCC-1 10/19/94 equipment
9162C0360 cont 6/7/99
817560341 UCC-1 6/22/98
Noram Telecommunications, Inc. Case Credit Corporation Oregon 35434 UCC-1 8/20/96 equipment
43809 UCC-1 10/22/96
78296 UCC-1 6/19/97
39481 UCC-1 9/19/96
Noram Telecommunications, Inc. Western Power & Equipment Oregon 78296 6/9/97 equipment
Noram Telecommunications, Inc. AT&T Commercial Finance Corporation Oregon 42597 UCC-1 10/11/96 blanket
15701 S.E. 135th Avenue assigned to 42597 assignment 4/8/98
Clackamas, OR 97105
Finova Capital Corporation
1060 First Avenue
King of Prussia, PA 19406
Northern Line Layers Modern Machinery Montana 55798 4/4/95 equipment
Northern Line Layers Roland Machinery Company Montana 59087 4/6/99 equipment
TTM, Inc. f/k/a Branch Banking and Trust Co. North Carolina 000894522 UCC-1 6/1/92 blanket
C&P Enterprises of Charlotte, Inc. f/k/a Southern National Bank of N.C. 001447392 cont 4/7/97
d/b/a The Telephone Man 01549196 amend 3/9/98
1000 Atando Ave
Charlotte, NC 28206
Union Power Construction Company Associates Leasing, Inc. Colorado 9982061271 9/28/98 equipment
9972118402 12/19/97
9992012289 3/4/99
Union Power Construction Company U.S. Bancorp Leasing and Financial Colorado 52058020 12/12/95 equipment
Valverde Communications, Inc. Sanwa Bank California California 706460970 UCC-1 2/27/97 blanket