EXHIBIT 4.1
AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT
This AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT (this "AMENDMENT"),
dated as of September 30, 2003, is made by and among each of QUANTA SERVICES,
INC., a Delaware corporation (the "COMPANY") and each of the institutions listed
on Annex 1 hereto (such institutions being collectively referred to as the
"NOTEHOLDERS").
BACKGROUND
1. The Company and certain of the Noteholders are parties to that
certain Note Purchase Agreement (the "ORIGINAL NOTE PURCHASE AGREEMENT"), dated
as of March 1, 2000, that provides, among other things, for the sale by the
Company and the purchase by certain of the Noteholders of up to (a)
Seventy-Three Million Dollars ($73,000,000) in aggregate principal amount of the
Company's 8.46% Series 2000-A Senior Secured Notes, Tranche 1, due March 1, 2005
(the "SERIES A-1 NOTES"), (b) Forty-One Million Five Hundred Thousand Dollars
($41,500,000) in aggregate principal amount of the Company's 8.55% Series 2000-A
Senior Secured Notes, Tranche 2, due March 1, 2007 (the "SERIES A-2 NOTES") and
(c) Thirty-Five Million Five Hundred Thousand Dollars ($35,500,000) in aggregate
principal amount of the Company's 8.61% Series 2000-A Senior Secured Notes,
Tranche 3, due March 1, 2010 (the "SERIES A-3 NOTES" and, collectively with the
Series A-1 Notes and the Series A-2 Notes, the "SERIES A NOTES"). All of the
Series A Notes are currently outstanding.
2. The Original Note Purchase Agreement has been supplemented in
certain respects pursuant to a First Supplement to Note Purchase Agreement (the
"FIRST SUPPLEMENT" and, together with the Original Note Purchase Agreement, the
"SUPPLEMENTED NOTE PURCHASE AGREEMENT"), dated as of September 1, 2000, by and
among the Company and certain of the Noteholders, that provides, among other
things, for the sale by the Company and the purchase by certain of the
Noteholders of up to (a) Thirty Million Dollars ($30,000,000) in aggregate
principal amount of the Company's 8.01% Series 2000-B Senior Secured Notes,
Tranche 1, due September 1, 2005 (the "SERIES B-1 NOTES"), (b) Five Million
Dollars ($5,000,000) in aggregate principal amount of the Company's 8.06% Series
2000-B Senior Secured Notes, Tranche 2, due September 1, 2006 (the "SERIES B-2
NOTES") and (c) Twenty-Five Million Dollars ($25,000,000) in aggregate principal
amount of the Company's 8.29% Series 2000-B Senior Secured Notes, Tranche 3, due
September 1, 2010 (the "SERIES B-3 NOTES" and, collectively with the Series B-1
Notes and the Series B-2 Notes, the "SERIES B NOTES" and the Series B Notes,
together with the Series A Notes, the "NOTES"). All of the Series B Notes are
currently outstanding.
3. The Supplemented Note Purchase Agreement and the Notes were amended
in certain respects pursuant to Amendment No. 1 to Note Purchase Agreement,
dated as of August 12, 2002 ("AMENDMENT NO. 1") and Amendment No. 2 to Note
Purchase Agreement, dated as of December 20, 2002 ("AMENDMENT NO. 2", and the
Supplemented Note Purchase Agreement as amended by Amendment No. 1 and Amendment
No. 2, the "EXISTING NOTE PURCHASE AGREEMENT").
4. The Company and the Noteholders wish to amend the Existing Note
Purchase Agreement.
NOW, THEREFORE, in order to induce the Noteholders to amend the
Existing Note Purchase Agreement and for other good and valuable consideration
(the receipt and sufficiency of which are hereby acknowledged), the Company
agrees with the Noteholders as follows:
SECTION 1. DEFINED TERMS.
All capitalized terms used, but not specifically defined, in this
Amendment have the respective meanings ascribed to them in the Existing Note
Purchase Agreement.
SECTION 2. WARRANTIES AND REPRESENTATIONS.
The Company warrants and represents to each Noteholder that as of the
date of this Amendment and as of the Third Amendment Effective Date (as defined
in Section 3):
2.1 CORPORATE ORGANIZATION AND AUTHORITY. The Company is a corporation
duly organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation, and is duly qualified as a foreign corporation
and is in good standing in each jurisdiction in which such qualification is
required by law, other than those jurisdictions as to which the failure to be so
qualified or in good standing could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. The Company has the
corporate power and authority to transact the business it transacts and proposes
to transact, to execute and deliver this Amendment and to perform the provisions
hereof.
2.2 NO MATERIAL ADVERSE CHANGE. Since December 31, 2002, except as
disclosed herein, in the Tenth Amendment to the Third Amended and Restated
Credit Agreement or in one or more reports filed with the Securities and
Exchange Commission, there has been no change in the business, operations,
affairs, financial condition, assets or properties of the Company except for
(a) changes in general, economic, market and industry
conditions that are generally applicable to the Company and all other
Persons that are in the same or similar businesses as the Company and
are similarly situated, and
(b) changes in the ordinary course of business,
that in the aggregate for all such changes, could not reasonably be expected to
have a Material Adverse Effect.
2.3 FULL DISCLOSURE. Each written statement and all written materials
furnished by, or on behalf of, the Company to the Noteholders pursuant to
Sections 7.1 and 7.2 of the Existing Note Purchase Agreement, taken as a whole,
and each written statement and all written materials furnished by, or on behalf
of, the Company to the Noteholders in connection with this Amendment, taken as a
whole, do not contain any untrue statement of a material fact or omit a material
fact necessary to make the statements contained therein not misleading in light
of the circumstances
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under which they were made. There is no fact known to the Company which the
Company has not disclosed to the Noteholders in writing which could reasonably
be expected to have a Material Adverse Effect.
2.4 TRANSACTION IS LEGAL AND AUTHORIZED. The execution and delivery of
this Amendment by the Company, the consummation of each of the transactions
contemplated by this Amendment and the compliance by the Company with all the
provisions of this Amendment:
(a) are within the corporate powers of the Company;
(b) are in compliance with applicable law;
(c) do not conflict with, result in any breach in any of the
provisions of, constitute a default under, or result in the creation of
any Lien upon any property of the Company under the provisions of, any
order, judgment, decree or ruling of any court, arbitrator or
Governmental Authority applicable to the Company;
(d) do not conflict with, result in any breach of any of the
provisions of, constitute a default under, or result in the creation of
any Lien not permitted by Section 10.5 of the Existing Note Purchase
Agreement upon any property of the Company under the provisions of, any
charter instrument, bylaw or other constitutive document or instrument
to which it is a party or by which it or any of its property is bound;
and
(e) do not in any material respect conflict with, result in
any breach of any of the provisions of, constitute a default under, or
result in the creation of any Lien not permitted by Section 10.5 of the
Existing Note Purchase Agreement upon any property of the Company under
the provisions of, any contract, agreement or indenture binding upon
the Company or its property.
2.5 AMENDMENT IS ENFORCEABLE. This Amendment is a legal, valid and
binding and enforceable obligation of the Company, enforceable against the
Company in accordance with its terms, except as the enforceability hereof may be
limited by applicable bankruptcy, reorganization, arrangement, insolvency,
moratorium or other similar laws affecting the enforceability of creditors'
rights generally and the application of general equitable principles.
2.6 NO DEFAULTS. The Company is not in violation in any respect of any
term in any agreement or other instrument to which it is a party or by which it
or any of its property may be bound, except for such violations that, in the
aggregate for all such violations, could not reasonably be expected to have a
Material Adverse Effect.
2.7 PENDING LITIGATION.
(a) There are no proceedings, actions or investigations
pending, or to the knowledge of the Company, threatened against or
affecting the Company in any court or before any Governmental Authority
or arbitration board or tribunal that, in the aggregate
3
for all such proceedings, actions and investigations, could reasonably
be expected to have a Material Adverse Effect.
(b) The Company is not in default with respect to any
judgment, order, writ, injunction or decree of any court, Governmental
Authority, arbitration board or tribunal that, in the aggregate for all
such defaults, could reasonably be expected to have a Material Adverse
Effect.
2.8 COMPLIANCE WITH LAW. The Company is not in violation of any law,
ordinance, governmental rule or regulation to which it is subject, except for
such violations that, in the aggregate for all such violations, could not
reasonably be expected to have a Material Adverse Effect.
2.9 NO DEFAULTS. After giving effect to this Amendment, no Default or
Event of Default will exist.
SECTION 3. CONDITIONS PRECEDENT.
This Amendment shall have no effect until all of the following
conditions precedent shall have been fulfilled (such time of effectiveness being
herein referred to as THE "THIRD AMENDMENT EFFECTIVE DATE"):
(a) WARRANTIES AND REPRESENTATIONS TRUE. After giving effect
to this Amendment, the warranties and representations set forth in the
Existing Note Purchase Agreement and in Section 2 to this Amendment
shall be true in all material respects (unless specifically limited to
an earlier date, in which case, such representations and warranties
were true as of such date).
(b) NO PROHIBITED ACTION. No Default or Event of Default shall
exist after giving effect to the consummation of the transactions
contemplated by this Amendment.
(c) CONSENT OF NOTEHOLDERS. The Company and the Required
Holders shall have executed this Amendment.
(d) PAYMENT OF NOTEHOLDER FEES AND EXPENSES. The Company shall
have paid all fees and expenses of the Noteholders incurred in
connection with this Amendment for which invoices have been delivered,
including the fees and expenses of Bingham McCutchen LLP.
(e) OFFICERS' CERTIFICATE. Each Noteholder shall have received
a written certificate signed by an officer of the Company acceptable to
the Required Holders as to (i) the absence of any action, suit,
investigation or proceeding pending or, to the knowledge of the
Company, 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 Company and its
Subsidiaries, taken as a whole, or (B) the ability of the Company and
its Subsidiaries to perform their respective obligations under the
Existing Note Purchase Agreement, the Notes or the Security
4
Documents, as amended by this Amendment, (ii) the absence of any breach
of any representation or warranty of the Company set out in the
Existing Note Purchase Agreement, the Notes or the Security Documents,
and (iii) the absence of any Default or Event of Default, after giving
effect to this Amendment.
(f) AMENDMENT OF BANK CREDIT AGREEMENT. A Tenth Amendment to
the Third Amended and Restated Secured Credit Agreement among the
Company, as Borrower, the Financial Institutions party thereto, as
Lenders, Bank of America, N.A., as Administrative Agent, and the other
agents named therein (as amended, the "BANK CREDIT AGREEMENT") shall
have been entered into by the Company and the Majority Lenders (as such
term is defined in the Bank Credit Agreement), shall contain terms
reasonably satisfactory to the Noteholders, and shall be in full force
and effect, subject only to the effectiveness of this Amendment.
(g) GUARANTORS' CONSENT. The Guarantors shall have executed
and delivered the Consent attached hereto as Attachment A.
(h) PROCEEDINGS SATISFACTORY. All proceedings taken in
connection with the execution and delivery of this Amendment and the
transactions contemplated hereby shall be reasonably satisfactory to
the Noteholders and their special counsel.
SECTION 4. AMENDMENTS TO EXISTING NOTE PURCHASE AGREEMENT.
4.1 Section 7.2(a) is hereby amended and restated in its entirety to
read as follows:
"(a) COVENANT COMPLIANCE -- the information (including
detailed calculations) required in order to establish whether
the Company was in compliance with the requirements of Section
10.1 through Section 10.4, Section 10.5(l), Section 10.7,
Section 10.11, Section 10.12, Section 10.15 and Section 10.16
hereof, inclusive, during the quarterly or annual period
covered by the statements then being furnished (including with
respect to each such Section, where applicable, the
calculations of the maximum or minimum amount, ratio or
percentage, as the case may be, permissible under the terms of
such Sections, and the calculation of the amount, ratio or
percentage then in existence, including, without limitation, a
reasonably detailed calculation of Consolidated Proforma
Operating Cash Flow for such Period); provided, however, that
the date by which such certificate and any such information is
to be delivered, in connection with the fiscal period ending
September 30, 2003, shall be extended to January 2, 2004; and"
4.2 Section 10.14 is hereby amended by adding a new clause (iv), and
restated to read in its entirety as follows:
"10.14. LIMITATION ON RESTRICTED PAYMENTS. The Company shall make no
Restricted Payment prior to September 21, 2005 other than (i) cash dividends in
respect of the Company's preferred stock not to exceed $1,000,000 during any
fiscal year of the Company, (ii) if the Company has declared a stock split in
respect of its common stock, cash distributions in lieu of
5
issuing fractional shares of capital stock which would otherwise result from a
stock split, (iii) repurchases of common stock of the Company from officers,
directors, and employees pursuant to the Company's Stock Option Plan or Stock
Compensation Program to pay withholdings in respect of taxes owed by recipients
as a result of grants of stock options and stock compensation thereunder so long
as the Company's performance of its obligations under such Stock Option Plan or
Stock Compensation Program cannot reasonably be expected to have a material
negative impact on projected cash flows, and (iv) payments made in connection
with repurchases of its common stock and share repurchase and/or share
derivative transactions, in each case made in connection with the issuance of
the 2003 Convertible Subordinated Notes, provided that, (A) all such payments
are made substantially contemporaneously with the issuance of the 2003
Convertible Subordinated Notes, (B) no such payment is made to an officer,
director or Affiliate (including, without imitation, First Reserve) of the
Company, (C) no Default or Event of Default (which has not been waived) exists
at the time of each such payment or would exist as a result thereof, (D) the
gross proceeds of the Initial 2003 Convertible Subordinated Notes (as such term
is defined below) are at least $100,000,000, (E) 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 such payments does not exceed
$15,000,000, and (F) if the gross proceeds of the 2003 Convertible Subordinated
Notes are $125,000,000 or more, then the aggregate amount of all such payments
does not exceed an amount equal to the applicable percentage of the gross
proceeds of the 2003 Convertible Subordinated Notes set forth in the table below
opposite such level of proceeds:
<Table>
<Caption>
GROSS PROCEEDS LEVEL PERCENTAGE
-------------------- ----------
At least $125,000,000, but 15%
Less than $150,000,000
At least $150,000,000, but less 20%
than $175,000,000
$175,000,000 and above 25%
</Table>
The amount of payments permitted pursuant to the foregoing clauses (E) and (F)
shall be deemed to include the $15,000,000 which the Company is permitted to
retain from net offering proceeds in accordance with Section 8.8(e).
Notwithstanding the foregoing, if the Company 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 Company 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 8.8(e), 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
6
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 Convertible Subordinated Notes, and the 25% from the
table above would apply to the remaining proceeds of the Additional 2003
Convertible Subordinated Notes."
4.3 Section 10.16 of the Existing Note Purchase Agreement is hereby
amended by deleting the present subsections (f) and (g) and adding the following
"(f) Convertible Subordinated Notes (as such term is defined
in the Bank Credit Agreement as in effect on the Second Amendment
Effective Date) in an aggregate principal amount of up to $172,500,000;
(g) Debt not to exceed $250,000,000 at any time outstanding
issued under the 2003 Note Purchase Agreement, including without
limitation, the 2003 Convertible Subordinated Notes; provided that,
such Debt and any related obligations are unsecured and subordinated
upon terms not less favorable to the Noteholders than the terms of the
Convertible Subordinated Notes (as such term is defined in the Bank
Credit Agreement as in effect on the Third Amendment Effective Date),
have a maturity date of not earlier than October 1, 2010 and are
otherwise on terms reasonably satisfactory to the Required Holders, and
provided further that all net cash proceeds from the issuance of such
Debt are applied in accordance with Section 8.8(e); and
(h) other Debt not included within subsections (a) through (g)
above, provided that such Debt 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 (without taking
into account adjustments to the determination of Consolidated Net Worth
in accordance with SFAS 142 in accordance with GAAP)."
4.4 A subsection (m) is added at the end of Section 11 as follows:
"(m) an event of default shall occur and be continuing under
(i) the Subordinated Indenture, the First Supplemental Indenture, the
Convertible Subordinated Notes, (as such terms are defined in the Bank
Credit Agreement as in effect on the Third Amendment Effective Date) or
any other document evidencing Debt under such Subordinated Indenture,
First Supplemental Indenture or Convertible Subordinated Notes, or (ii)
the 2003 Note Purchase Agreement or the 2003 Convertible Subordinated
Notes, or any other document evidencing Debt under the 2003 Note
Purchase Agreement or the 2003 Convertible Subordinated Notes."
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4.5 Schedule B of the Existing Note Purchase Agreement is hereby
amended by adding the following definitions to read in their entirety as
follows:
"AMENDMENT NO. 3" means that certain Amendment No. 3 to this
Note Purchase Agreement, dated as of September 30, 2003.
"THIRD AMENDMENT EFFECTIVE DATE" means September 30, 2003.
"FUNDED DEBT" means, as of any date of determination, the sum,
without duplication, of the following for the Company and its
Subsidiaries: (i) Debt 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 Company as a liability, (ii) all LC
Obligations (as such term is defined in the Bank Credit Agreement), and
all reimbursement obligations relative to the face amount of all other
letters of credit issued for the account of the Company or any of its
Subsidiaries, and (iii) all Capital Lease Obligations; provided that,
for purposes of calculating the ratio of Funded Debt to EBITDA, the
ratio of Senior Debt to EBITDA and the Minimum Asset Coverage Ratio for
purposes of determining compliance with Sections 10.2, 10.11 and
Section 10.12, such sum 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 as cash Collateral for the loans
and letter of credit obligations outstanding under the Bank Credit
Agreement.
"2003 CONVERTIBLE SUBORDINATED NOTES" means the notes,
guarantees, and all other obligations now or hereafter arising under,
or in connection with, the 2003 Note Purchase Agreement.
"2003 NOTE PURCHASE AGREEMENT" means that certain Note
Purchase Agreement dated on or about October 1, 2003, by and among the
Company, as issuer, and the purchasers named therein, as initial
purchasers of the 2003 Convertible Subordinated Notes, as the same may
be amended, restated or supplemented from time to time.
8
SECTION 5. TEMPORARY WAIVER
Subject to the covenants, terms and conditions set forth in this
Amendment, and in reliance upon the representations and warranties of the
Company made herein, the Noteholders hereby waive any Default or Event of
Default arising out of the Company's failure to comply with (a) the required
Minimum Interest Coverage Ratio set forth in Section 10.4 at the end of the
fiscal quarter ending on September 30, 2003, (b) the required Funded Debt to
EBITDA ratio set forth in Section 10.2 at the end of the fiscal quarter ending
on September 30, 2003, and (c) the required Senior Debt to EBITDA ratio set
forth in Section 10.11 at the end of the fiscal quarter ending on September 30,
2003; provided that, all such waivers shall terminate and become null and void
on January 2, 2004, at which time the Company's obligations to comply with the
requirements set forth in such sections with respect to the fiscal quarter
ending on September 30, 2003 shall be valid, binding and enforceable, and any
non-compliance by the Borrower with any such requirements shall thereupon result
in an immediate Event of Default with no notice or cure period. The temporary
waivers set forth in this Amendment are limited to the extent specifically set
forth in this Section 5, and no other terms, covenants or provisions hereof are
intended to be waived hereby.
SECTION 6. EFFECT OF AMENDMENT.
Except as expressly provided in this Amendment, the Existing Note
Purchase Agreement shall remain in full force and effect, without modification
or amendment. This Amendment shall be binding upon, and shall inure to the
benefit of, the successors and assigns of the parties hereto and the holders
from time to time of the Notes.
SECTION 7. DUPLICATE ORIGINALS; EXECUTION IN COUNTERPART.
Two or more duplicate originals of this Amendment may be signed by the
parties, each of which shall be an original but all of which together shall
constitute one and the same instrument. This Amendment may be executed in one or
more counterparts and shall be effective when at least one counterpart shall
have been executed by the Company and each of the Noteholders (subject to
Section 3 hereof) each as a party to this Amendment, and each set of
counterparts which, collectively, show execution by each such party to this
Amendment shall constitute one duplicate original.
SECTION 8. GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, NEW YORK LAW WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
9
SECTION 9. RELEASE.
(a) The Company and each Guarantor hereby unconditionally and
irrevocably remises, acquits, and fully and forever releases and
discharges the Noteholders and all respective affiliates and
subsidiaries of the Noteholders, 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 Company 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 Existing Note Purchase Agreement, the Notes or the Security
Documents or the enforcement or attempted enforcement by the
Noteholders of rights, remedies or recourses related thereto.
(b) The Company 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 Existing Note Purchase
Agreement, the Notes or the Security Documents.
(c) The agreements of the Company and each Guarantor set forth
in this Section 9 shall survive termination of this Amendment, the
Existing Note Purchase Agreement, the Notes and the Security Documents.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. NEXT PAGE IS SIGNATURE PAGE.]
10
IN WITNESS WHEREOF, the Company and the Noteholders have
executed this Amendment as of the date first above written.
QUANTA SERVICES, INC.
By: /s/ JAMES H. HADDOX
--------------------------------
Name: James H. Haddox
Title: Chief Financial Officer
ACCEPTED AND AGREED TO:
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By: David L. Babson and Company
Incorporated, as Investment Advisor
By: /s/ KATHLEEN LYNCH
----------------------------------------------
Name: Kathleen Lynch
Title: Managing Director
Signature Page to Amendment No. 3 to Note Purchase Agreement
IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.
QUANTA SERVICES, INC.
By: /s/ JAMES H. HADDOX
--------------------------------
Name: James H. Haddox
Title: Chief Financial Officer
ACCEPTED AND AGREED TO:
C.M. LIFE INSURANCE COMPANY
By: David L. Babson and Company
Incorporated, as Investment Advisor
By: /s/ KATHLEEN LYNCH
------------------------------------------------
Name: Kathleen Lynch
Title: Managing Director
Signature Page to Amendment No. 3 to Note Purchase Agreement
IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.
QUANTA SERVICES, INC.
By: /s/ JAMES H. HADDOX
--------------------------------
Name: James H. Haddox
Title: Chief Financial Officer
ACCEPTED AND AGREED TO:
UNITED OF OMAHA LIFE INSURANCE COMPANY
By: /s/ EDWIN H. GARRISON, JR.
------------------------------------------------
Name: Edwin H. Garrison, Jr.
Title: First Vice President
Signature Page to Amendment No. 3 to Note Purchase Agreement
IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.
QUANTA SERVICES, INC.
By: /s/ JAMES H. HADDOX
--------------------------------
Name: James H. Haddox
Title: Chief Financial Officer
ACCEPTED AND AGREED TO:
COMPANION LIFE INSURANCE COMPANY
By: /s/ EDWIN H. GARRISON, JR.
------------------------------------------------
Name: Edwin H. Garrison, Jr.
Title: Authorized Representative
Signature Page to Amendment No. 3 to Note Purchase Agreement
IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.
QUANTA SERVICES, INC.
By: /s/ JAMES H. HADDOX
--------------------------------
Name: James H. Haddox
Title: Chief Financial Officer
ACCEPTED AND AGREED TO:
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
By: New York Life Insurance Company
By: /s/ A. POST HOWLAND
------------------------------------------------
Name: A. Post Howland
Title: Director
Signature Page to Amendment No. 3 to Note Purchase Agreement
IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.
QUANTA SERVICES, INC.
By: /s/ JAMES H. HADDOX
--------------------------------
Name: James H. Haddox
Title: Chief Financial Officer
ACCEPTED AND AGREED TO:
MINNESOTA LIFE INSURANCE COMPANY
By: Advantus Capital Management, Inc.
By: /s/ E.A. BERGSLAND
------------------------------------------------
Name: E.A. Bergsland
Title: Vice President
Signature Page to Amendment No. 3 to Note Purchase Agreement
IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.
QUANTA SERVICES, INC.
By: /s/ JAMES H. HADDOX
--------------------------------
Name: James H. Haddox
Title: Chief Financial Officer
ACCEPTED AND AGREED TO:
AMERICAN FIDELITY ASSURANCE COMPANY
By: Advantus Capital Management, Inc.
By: /s/ E.A. BERGSLAND
------------------------------------------------
Name: E.A. Bergsland
Title: Vice President
Signature Page to Amendment No. 3 to Note Purchase Agreement
IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.
QUANTA SERVICES, INC.
By: /s/ JAMES H. HADDOX
--------------------------------
Name: James H. Haddox
Title: Chief Financial Officer
ACCEPTED AND AGREED TO:
MTL INSURANCE COMPANY
By: Advantus Capital Management, Inc.
By: /s/ E.A. BERGSLAND
------------------------------------------------
Name: E. A. Bergsland
Title: Vice President
Signature Page to Amendment No. 3 to Note Purchase Agreement
IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.
QUANTA SERVICES, INC.
By: /s/ JAMES H. HADDOX
--------------------------------
Name: James H. Haddox
Title: Chief Financial Officer
ACCEPTED AND AGREED TO:
UNITY MUTUAL LIFE INSURANCE COMPANY - ANNUITY PORTFOLIO
By: Advantus Capital Management, Inc.
By: /s/ E.A. BERGSLAND
------------------------------------------------
Name: E.A. Bergsland
Title: Vice President
Signature Page to Amendment No. 3 to Note Purchase Agreement
IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.
QUANTA SERVICES, INC.
By: /s/ JAMES H. HADDOX
------------------------------
Name: James H. Haddox
Title: Chief Financial Officer
ACCEPTED AND AGREED TO:
PROTECTIVE LIFE INSURANCE COMPANY
By: /s/ PHILIP E. PASSARIME
------------------------------
Name: Philip E. Passarime
Title: V.P. Investments
Signature Page to Amendment No. 3 to Note Purchase Agreement
IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.
QUANTA SERVICES, INC.
By: /s/ JAMES H. HADDOX
------------------------------
Name: James H. Haddox
Title: Chief Financial Officer
ACCEPTED AND AGREED TO:
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ ROBERT B. BODETT
------------------------------
Name: Robert B. Bodett
Title:
By: /s/ JUDITH P. GREFFIN
------------------------------
Name: Judith P. Greffin
Title:
Signature Page to Amendment No. 3 to Note Purchase Agreement
IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.
QUANTA SERVICES, INC.
By: /s/ JAMES H. HADDOX
------------------------------
Name: James H. Haddox
Title: Chief Financial Officer
ACCEPTED AND AGREED TO:
AMERICAN HERITAGE LIFE INSURANCE COMPANY
By: /s/ ROBERT B. BODETT
------------------------------
Name: Robert B. Bodett
Title:
By: /s/ JUDITH P. GREFFIN
------------------------------
Name: Judith P. Greffin
Title:
Signature Page to Amendment No. 3 to Note Purchase Agreement
IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.
QUANTA SERVICES, INC.
By: /s/ JAMES H. HADDOX
------------------------------
Name: James H. Haddox
Title: Chief Financial Officer
ACCEPTED AND AGREED TO:
THE TRAVELERS INSURANCE COMPANY, FOR ITSELF
AND TWO OF ITS SEPARATE ACCOUNTS
By: /s/ ROBERT M. MILLS
------------------------------
Name: Robert M. Mills
Title: Investment Officer
Signature Page to Amendment No. 3 to Note Purchase Agreement
IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.
QUANTA SERVICES, INC.
By: /s/ JAMES H. HADDOX
------------------------------
Name: James H. Haddox
Title: Chief Financial Officer
ACCEPTED AND AGREED TO:
SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY
By: /s/ CAROL ROBERTSON
------------------------------
Name: Carol Robertson
Title: Senior Portfolio Manager
Signature Page to Amendment No. 3 to Note Purchase Agreement
IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.
QUANTA SERVICES, INC.
By: /s/ JAMES H. HADDOX
------------------------------
Name: James H. Haddox
Title: Chief Financial Officer
ACCEPTED AND AGREED TO:
COLONIAL LIFE & ACCIDENT INSURANCE COMPANY
By: Provident Investment Management, LLC, its Agent
By: /s/ BEN VANCE
------------------------------
Name: Ben Vance
Title: Assistant Vice President
Signature Page to Amendment No. 3 to Note Purchase Agreement
IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.
QUANTA SERVICES, INC.
By: /s/ JAMES H. HADDOX
------------------------------
Name: James H. Haddox
Title: Chief Financial Officer
ACCEPTED AND AGREED TO:
UNUM LIFE INSURANCE COMPANY OF AMERICA
By: Provident Investment Management, LLC, its Agent
By: /s/ BEN VANCE
-------------------------------
Name: Ben Vance
Title: Assistant Vice President
Signature Page to Amendment No. 3 to Note Purchase Agreement
IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.
QUANTA SERVICES, INC.
By: /s/ JAMES H. HADDOX
------------------------------
Name: James H. Haddox
Title: Chief Financial Officer
ACCEPTED AND AGREED TO:
THRIVENT FINANCIAL FOR LUTHERANS (FORMERLY AID ASSOCIATION FOR LUTHERANS AND
SUCCESSOR BY MERGER TO LUTHERAN BROTHERHOOD)
By: /s/ GLEN J. VANIC
------------------------------
Name: Glen J. Vanic
Title: Portfolio Manager
Signature Page to Amendment No. 3 to Note Purchase Agreement
IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.
QUANTA SERVICES, INC.
By: /s/ JAMES H. HADDOX
------------------------------
Name: James H. Haddox
Title: Chief Financial Officer
ACCEPTED AND AGREED TO:
PHOENIX LIFE INSURANCE COMPANY
By: /s/ CHRISTOPHER M. WILKOS
------------------------------
Name: Christopher M. Wilkos
Title: Senior Vice President
Signature Page to Amendment No. 3 to Note Purchase Agreement
IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.
QUANTA SERVICES, INC.
By: /s/ JAMES H. HADDOX
------------------------------
Name: James H. Haddox
Title: Chief Financial Officer
ACCEPTED AND AGREED TO:
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
By: /s/ JAMES G. LOWERY
--------------------------------------------
Name: James G. Lowery
Title: Assistant Vice President Investments
By: /s/ WAYNE T. HOFFMANN
--------------------------------------------
Name: Wayne T. Hoffmann
Title: Senior Vice President Investments
Signature Page to Amendment No. 3 to Note Purchase Agreement
IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.
QUANTA SERVICES, INC.
By: /s/ JAMES H. HADDOX
------------------------------
Name: James H. Haddox
Title: Chief Financial Officer
ACCEPTED AND AGREED TO:
MODERN WOODMEN OF AMERICA
By: /s/ MICHAEL E. DAU
--------------------------------------------
Name: Michael E. Dau
Title: Manager, Securities Division
Signature Page to Amendment No. 3 to Note Purchase Agreement
IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.
QUANTA SERVICES, INC.
By: /s/ JAMES H. HADDOX
------------------------------
Name: James H. Haddox
Title: Chief Financial Officer
ACCEPTED AND AGREED TO:
AMERICAN UNITED LIFE INSURANCE COMPANY
By: /s/ KENT R. ADAMS
----------------------------------------------
Name: Kent R. Adams
Title: Vice President Fixed Income Investments
Signature Page to Amendment No. 3 to Note Purchase Agreement
IN WITNESS WHEREOF, the Company and the Noteholders have
executed this Amendment as of the date first above written.
QUANTA SERVICES, INC.
By: /s/ JAMES H. HADDOX
----------------------------
Name: James H. Haddox
Title: Chief Financial Officer
ACCEPTED AND AGREED TO:
PIONEER MUTUAL LIFE INSURANCE COMPANY
By Its Agent: American United Life Insurance Company
By: /s/ KENT ADAMS
---------------------------------------------------
Name: Kent Adams
Title: V.P.
[Signature Page to Amendment No. 3 to Note Purchase Agreement]
IN WITNESS WHEREOF, the Company and the Noteholders have
executed this Amendment as of the date first above written.
QUANTA SERVICES, INC.
By: /s/ JAMES H. HADDOX
----------------------------
Name: James H. Haddox
Title: Chief Financial Officer
ACCEPTED AND AGREED TO:
THE STATE LIFE INSURANCE COMPANY
By Its Agent: American United Life Insurance Company
By: /s/ KENT ADAMS
---------------------------------------------------
Name: Kent Adams
Title: V.P.
Signature Page to Amendment No. 3 to Note Purchase Agreement
IN WITNESS WHEREOF, the Company and the Noteholders have
executed this Amendment as of the date first above written.
QUANTA SERVICES, INC.
By: /s/ JAMES H. HADDOX
----------------------------
Name: James H. Haddox
Title: Chief Financial Officer
ACCEPTED AND AGREED TO:
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
By: /s/ THOMAS M. DONOHUE
--------------------------------------------
Name: Thomas M. Donohue
Title: Managing Director
Signature Page to Amendment No. 3 to Note Purchase Agreement
IN WITNESS WHEREOF, the Company and the Noteholders have
executed this Amendment as of the date first above written.
QUANTA SERVICES, INC.
By: /s/ JAMES H. HADDOX
----------------------------
Name: James H. Haddox
Title: Chief Financial Officer
ACCEPTED AND AGREED TO:
SECURITY FINANCIAL LIFE INSURANCE CO.
By: /s/ KEVIN W. HAMMOND
----------------------------------------------
Name: Kevin W. Hammond
Title: Vice President Chief Investment Officer
[Signature Page to Amendment No. 3 to Note Purchase Agreement]
ANNEX 1
Massachusetts Mutual Life Insurance Company
c/o David L. Babson & Company Inc.
1500 Main Street, Suite 2800
Springfield, MA 01115
C.M. Life Insurance Company
c/o David L. Babson & Company Inc.
1500 Main Street, Suite 2800
Springfield, MA 01115
United of Omaha Life Insurance Company
Mutual of Omaha Plaza
Omaha, NE 68175
Companion Life Insurance Company
Mutual of Omaha Plaza
Omaha, NE 68175
New York Life Insurance and Annuity Corporation
51 Madison Avenue
New York, NY 10010-1603
Minnesota Life Insurance Company
400 Robert Street North
St. Paul, MN 55101
American Fidelity Assurance Company
400 Robert Street North
St. Paul, MN 55101
MTL Insurance Company
400 Robert Street North
St. Paul, MN 55101
Unity Mutual Life Insurance Company - Annuity Portfolio
400 Robert Street North
St. Paul, MN 55101
Protective Life Insurance Company
P.O. Box 2606
Birmingham, AL 35202
Annex 1-1
Allstate Life Insurance Company
3075 Sanders Road, Suite G3A
Northbrook, IL 60062-7127
American Heritage Life Insurance Company
3075 Sanders Road, Suite G3A
Northbrook, IL 60062-7127
The Travelers Insurance Company, for itself and two of its Separate Accounts
242 Trumbull Street
P.O. Box 150449
Hartford, CT 06115-0419
Southern Farm Bureau Life Insurance Company
1401 Livingston Lane
Jackson, MS 39213
Colonial Life & Accident Insurance Company
One Fountain Square
Chattanooga, TN 37402
Unum Life Insurance Company of America
One Fountain Square
Chattanooga, TN 37402
Thrivent Financial for Lutherans
625 Fourth Avenue South
Minneapolis, MN 55415-1624
Phoenix Life Insurance Company
56 Prospect Street
Hartford, CT 06115-0480
Great-West Life & Annuity Insurance Company
8515 East Orchard Road, 3rd Floor, Tower 2
Englewood, CO 80111
Modern Woodmen of America
1701 First Avenue
Rock Island, IL 61201
American United Life Insurance Company
One American Square
Indianapolis, IN 46206
Annex 1-2
Pioneer Mutual Life Insurance Company
One American Square
Indianapolis, IN 46206
The State Life Insurance Company
One American Square
Indianapolis, IN 46206
The Guardian Life Insurance Company of America
700 South Street
Pittsfield, MA 01201
Security Financial Life Insurance Co.
200 Centennial Mall North
Lincoln, NE 68508
Annex 1-3
ATTACHMENT A
CONSENT OF GUARANTORS
The undersigned Guarantors, as party to the Guaranty Agreement dated as
of March 1, 2000, hereby consent to the foregoing Amendment dated as of even
date herewith, to which this consent is attached, and confirm that the Guaranty
Agreement remains in full force and effect after giving effect thereto and
represent and warrant that there is no defense, counterclaim or offset of any
type or nature under the Guaranty Agreement.
Dated as of September 30, 2003
GUARANTORS:
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.
Attachment A-4
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.
SOUTHWEST TRENCHING COMPANY, INC.
SOUTHWESTERN COMMUNICATIONS, 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 TELECOM, INC.
W.C. COMMUNICATIONS, INC.
Attachment A-5
W.H.O.M. CORPORATION
By: /s/ DANA GORDON
----------------------------------------
Name: Dana Gordon
Title: President or Vice-President of each
Guarantor
QDE LLC
QUANTA DELAWARE, INC.
QUANTA ASSET MANAGEMENT LLC
By: /s/ LINDA BUBACZ
----------------------------------------
Name: Linda Bubacz
Title: President
COAST TO COAST, LLC
BY: ENVIRONMENTAL PROFESSIONAL ASSOCIATES,
LIMITED, ITS MEMBER
By: /s/ DANA GORDON
----------------------------------------
Name: Dana Gordon
Title: Vice President
DOT 05, LLC
TJADER, L.L.C.
OKAY CONSTRUCTION COMPANY, LLC
BY: SPALJ CONSTRUCTION COMPANY, ITS MEMBER
By: /s/ DANA GORDON
----------------------------------------
Name: Dana Gordon
Title: Vice President
LAKE NORMAN PIPELINE, LLC
BY: BRADFORD BROTHERS, INC., ITS MEMBER
By: /s/ DANA GORDON
----------------------------------------
Name: Dana Gordon
Title: Vice President
Attachment A-6
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
-----------------------------------------
Name: Dana Gordon
Title: Vice President
S.K.S. PIPELINERS, LLC
BY: ARBY CONSTRUCTION, INC., ITS MEMBER
By: /s/ DANA GORDON
-----------------------------------------
Name: Dana Gordon
Title: Vice President
TNS-VA, LLC
BY: PROFESSIONAL TELECONCEPTS, INC. (NY),
ITS MEMBER
By: /s/ DANA GORDON
-----------------------------------------
Name: Dana Gordon
Title: Vice President
LINECO LEASING, LLC
BY: MUSTANG LINE CONTRACTORS, INC., ITS
SOLE MEMBER
By: /s/ DANA GORDON
-----------------------------------------
Name: Dana Gordon
Title: 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
-----------------------------------------
Name: Dana Gordon
Title: Vice President
Attachment A-7
QUANTA SERVICES MANAGEMENT PARTNERSHIP, L.P.
QUANTA ASSOCIATES, L.P.
BY: QSI, INC., ITS GENERAL PARTNER
By: /s/ DANA GORDON
-----------------------------------------
Name: Dana Gordon
Title: Vice President
TRANS TECH ELECTRIC, L.P.
BY: TTGP, INC., ITS GENERAL PARTNER
By: /s/ DANA GORDON
-----------------------------------------
Name: Dana Gordon
Title: Vice President
PWR NETWORK, LLC
BY: PWR FINANCIAL COMPANY, ITS SOLE MEMBER
By: /s/ DANA GORDON
-----------------------------------------
Name: Dana Gordon
Title: Vice President
Q RESOURCES, LLC
BY: QUANTA HOLDINGS, INC., ITS MEMBER
By: /s/ DANA GORDON
-----------------------------------------
Name: Dana Gordon
Title: Vice President
QUANTA RECEIVABLES, L.P.
BY: PWR NETWORK, LLC, ITS GENERAL PARTNER
BY: PWR FINANCIAL COMPANY, ITS SOLE MEMBER
By: /s/ DANA GORDON
-----------------------------------------
Name: Dana Gordon
Title: Vice President
TOTAL QUALITY MANAGEMENT SERVICES, LLC
BY: ENVIRONMENTAL PROFESSIONAL ASSOCIATES,
LTD., ITS SOLE MEMBER
By: /s/ DANA GORDON
-----------------------------------------
Name: Dana Gordon
Title: Vice President
Attachment A-8
NORTHERN LINE LAYERS, LLC
BY: PAR ELECTRICAL CONTRACTORS, INC., ITS
SOLE MEMBER
By: /s/ DANA GORDON
---------------------------------------
Name: Dana Gordon
Title: Vice President
Attachment A-9