EXHIBIT 4.1
AMENDMENT NO. 4 TO NOTE PURCHASE AGREEMENT
This AMENDMENT NO. 4 TO NOTE PURCHASE AGREEMENT (this "AMENDMENT"),
dated as of October 9, 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"), Amendment No. 2 to Note
Purchase Agreement, dated as of December 20, 2002 ("AMENDMENT NO. 2") and
Amendment No. 3 to Note Purchase Agreement, dated as of September 30, 2003
("AMENDMENT NO. 3" and the Supplemented Note Purchase Agreement as amended by
Amendment No. 1, Amendment No. 2 and Amendment No. 3, 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 Fourth 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 Eleventh 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
2
necessary to make the statements contained therein not misleading in light of
the circumstances 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 ss.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 ss.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 "FOURTH 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. An Eleventh 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 10.16(f) is hereby amended by deleting the phrase
"$250,000,000" appearing in the first line thereof and replacing it with
"$275,000,000."
4.2 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. 4" means that certain Amendment No. 4 to this Note
Purchase Agreement, dated as of October 9, 2003.
"FOURTH AMENDMENT EFFECTIVE DATE" means October 9, 2003.
SECTION 5. 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 6. 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
5
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 7. 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.
SECTION 8. 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.]
6
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/ RICHARD MCGAULEY
--------------------------------------
Name: Richard McGauley
Title: Managing Director
Signature Page to Amendment No. 4 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/ RICHARD MCGAULEY
-----------------------------------
Name: Richard McGauley
Title: Managing Director
Signature Page to Amendment No. 4 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. 4 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. 4 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/ KATHLEEN H. PARKER
---------------------------------
Name: Kathleen H. Parker
Title: Vice President
Signature Page to Amendment No. 4 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/ KATHLEEN H. PARKER
---------------------------------
Name: Kathleen H. Parker
Title: Vice President
Signature Page to Amendment No. 4 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/ KATHLEEN H. PARKER
---------------------------------
Name: Kathleen H. Parker
Title: Vice President
Signature Page to Amendment No. 4 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/ KATHLEEN H. PARKER
---------------------------------
Name: Kathleen H. Parker
Title: Vice President
Signature Page to Amendment No. 4 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. 4 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: Vice President
Signature Page to Amendment No. 4 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: Vice President
Signature Page to Amendment No. 4 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/ MARK SWENSON
----------------------------------
Name: Mark O. Swenson
Title: Vice President
Signature Page to Amendment No. 4 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, Fixed Income Division
Signature Page to Amendment No. 4 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 October 9, 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.
PROFESSIONAL TELECONCEPTS, INC. (IL)
PROFESSIONAL TELECONCEPTS, INC. (NY)
Attachment A-4
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
NORTHERN LINE LAYERS, LLC
BY: PAR ELECTRICAL CONTRACTORS, INC.,
ITS SOLE MEMBER
By: /s/ DANA GORDON
-----------------------------------------
Name: Dana Gordon
Title: Vice 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
Attachement 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.
By: /s/ DANA GORDON
-----------------------------------------
Name: Dana Gordon
Title: Vice President
Attachment A-8