FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 10.1
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 30, 2007 (the
“First Amendment”) is entered into among Quanta Services, Inc., a Delaware corporation (the
“Borrower”), the Guarantors, the Lenders party hereto and Bank of America, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer. All capitalized terms used herein and not
otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as
defined below).
RECITALS
WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent entered into
that certain Amended and Restated Credit Agreement dated as of June 12, 2006 (as amended and
modified from time to time, the “Credit Agreement”);
WHEREAS, the Borrower has entered into that certain Agreement and Plan of Merger dated as of
March 18, 2007 (the “Merger Agreement”), by and among the Borrower, Quanta MS Acquisition,
Inc., a Delaware corporation and a wholly owned subsidiary of the Borrower (“Merger Sub”),
and InfraSource Services, Inc. (“InfraSource Services”), pursuant to which Merger Sub will
merge with and into InfraSource Services (the “Merger”);
WHEREAS, as a result of the Merger, InfraSource Services and InfraSource Incorporated will
become Subsidiaries of the Borrower at the effective time of the Merger; and
WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement as set forth
below;
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Amendments.
(a) The following new definitions are hereby added to Section 1.01 of the
Credit Agreement in the appropriate alphabetical order to read as follows:
“First Amendment Effective Date” means August 30, 2007.
“InfraSource” means InfraSource Incorporated, a Delaware corporation.
“InfraSource Services” means InfraSource Services, Inc., a Delaware
corporation.
“Regulated Subsidiary” means any Subsidiary of the Borrower (other than
InfraSource) so long as such Subsidiary is subject to regulation by a Governmental
Authority and for which the incurrence of Indebtedness (including Guarantees) or the
pledge of any Capital Stock or assets of such Subsidiary would be prohibited or
require the consent or approval of any Governmental Authority (and such consent or
approval
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has not been obtained), as set forth in any rule or regulation of such
Governmental Authority.
(b) A “.” at the end of the definition of “Excluded Property” in Section
1.01 of the Credit Agreement is hereby replaced with the word “and”, and the following
clause (e) is hereby added after clause (d) in such definition to read as follows:
(e) the Capital Stock of any Regulated Subsidiary prior to obtaining the receipt of
the approvals and/or consents required by Section 7.16 with respect to such
Regulated Subsidiary.
(c) The definition of “Guarantors” in Section 1.01 of the Credit
Agreement is hereby amended to read as follows:
“Guarantors” means each Domestic Subsidiary of the Borrower and each
other Person that joins as a Guarantor pursuant to Section 7.12, together
with their successors and permitted assigns; provided that no Regulated
Subsidiary shall be a Guarantor prior to obtaining the receipt of the approvals
and/or consents required by Section 7.16 with respect to such Regulated
Subsidiary.
(d) Section 6.03 of the Credit Agreement is hereby amended to read as follows:
6.03 Governmental Authorization; Other Consents.
No approval, consent, exemption, authorization, or other action by, or notice
to, or filing with, any Governmental Authority or any other Person in respect to any
material Contractual Obligation is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, any Loan Party of
this Agreement or any other Loan Document other than (a) those that have already
been obtained and are in full force and effect, (b) filings to perfect the Liens
created by the Collateral Documents and (c) the required approval, if any, of (i)
the applicable Governmental Authorities with respect to the pledge or transfer of
Capital Stock of any Regulated Subsidiary, including pursuant to the terms and
conditions of the Pledge Agreement and (ii) the United States Federal Communications
Commission with respect to the transfer of Capital Stock of X.X. Electric, Inc.,
including pursuant to the terms and conditions of the Pledge Agreement.
(e) The following new Section 6.24 is hereby added at the end of Article
VI of the Credit Agreement to read as follows:
6.24 Regulated Subsidiaries.
As of the First Amendment Effective Date, no Subsidiary of the Borrower (other
than Sunesys, Inc. and Sunesys of Virginia, Inc.) is a Regulated Subsidiary.
(f) The language preceding clause (a) in Section 7.12 of the Credit Agreement
is hereby amended to read as follows:
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Within forty-five (45) days (x) after the acquisition or formation of any Subsidiary
(other than a Regulated Subsidiary) or (y) with respect to any Regulated Subsidiary,
after obtaining the receipt of the approvals and/or consents required by Section
7.16:
(g) The language preceding clause (i) in Section 7.14 of the Credit Agreement
is hereby amended to read as follows:
Subject to the provisions of Section 7.12, each Loan Party will
(h) The following new Section 7.16 is hereby added at the end of Article
VII of the Credit Agreement to read as follows:
7.16 Regulated Subsidiaries.
(a) Within a reasonable period of time following the First Amendment Effective
Date (not to exceed fifteen days), commence to diligently pursue, on a commercially
reasonable basis, all required approvals and consents from each applicable
Governmental Authority so that (i) each Regulated Subsidiary existing as of the
First Amendment Effective Date may execute and deliver to the Administrative Agent a
Joinder Agreement and such other documents required by Section 7.12 and
Section 7.14 and (ii) to the extent required by Section 7.14, each
parent of such Regulated Subsidiary may pledge the Capital Stock of such Regulated
Subsidiary to the Administrative Agent to secure the Obligations pursuant to the
Collateral Documents and (b) within a reasonable period of time following the
formation or acquisition of any Regulated Subsidiary after the First Amendment
Effective Date (not to exceed fifteen days), commence to diligently pursue, on a
commercially reasonable basis, all required approvals and consents from each
applicable Governmental Authority so that (i) such Regulated Subsidiary may execute
and deliver to the Administrative Agent a Joinder Agreement and such other documents
required by Section 7.12 and Section 7.14 and (ii) to the extent
required by Section 7.14, each parent of such Regulated Subsidiary may
pledge the Capital Stock of such Regulated Subsidiary to the Administrative Agent to
secure the Obligations pursuant to the Collateral Documents.
(i) Section 8.01(q) of the Credit Agreement is hereby amended to read as
follows:
(q) (i) Liens in favor of the Surety on the Surety Priority Collateral arising
pursuant to any of the Surety Credit Documents; provided that such Liens
remain subject to the terms of the Intercreditor Agreement, (ii) Liens (provided
that those of the Surety shall be subject to the terms of the Intercreditor
Agreement) arising as a matter of law which secure the obligations of the Borrower
or any Subsidiary under any surety bond provided in the ordinary course of business
and (iii) Liens in favor of Arch Insurance Company or any subsidiary or affiliate of
Arch Insurance Company or any of their respective co-sureties or reinsurers which
secure the obligations of InfraSource Services or any of its Subsidiaries under
those certain surety bonds identified on Schedule 8.03(e); and
(j) Section 8.02(c) of the Credit Agreement is hereby amended to read as
follows:
(c) Investments in any Person that is a Loan Party;
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(k) Section 8.03(e) of the Credit Agreement is hereby amended to read as
follows:
(e) (i) obligations of the Borrower or any Subsidiary under surety bonds
provided in the ordinary course of business, (ii) obligations of the Borrower and
its Subsidiaries under the Surety Credit Documents; provided that such
obligations are subject to the terms of the Intercreditor Agreement and (iii)
obligations of InfraSource Services or any of its Subsidiaries with respect to the
surety bonds identified on Schedule 8.03(e), it being understood and agreed
that such surety bonds identified on Schedule 8.03(e) shall not be renewed
or extended;
(l) Schedule 1.01(a) of the Credit Agreement is hereby amended to add the following
language at the end of such Schedule:
9. The Capital Stock in or all or substantially all of the assets of Environmental
Professional Associates, Limited.
(m) A new Schedule 8.03(e) is hereby added to the Credit Agreement to read as provided
on Schedule 8.03(e) attached hereto.
2. Pledge Agreement. The Lenders hereby consent to and approve the terms of the First
Amendment to Amended and Restated Pledge Agreement dated as of the date hereof among the Loan
Parties and the Administrative Agent (the “First Amendment to Pledge Agreement”), a copy of
which is attached hereto as Exhibit A. By execution hereof, the Lenders authorize and
direct the Administrative Agent to execute the First Amendment to Pledge Agreement on behalf of the
Lenders.
3. Conditions Precedent. This First Amendment shall be effective immediately upon
satisfaction of the following conditions precedent:
(a) Receipt by the Administrative Agent of counterparts of this First Amendment duly
executed by each of the Borrower, the Guarantors, the Required Lenders and Bank of America,
N.A., as Administrative Agent.
(b) Receipt by the Administrative Agent of a Pro Forma Compliance Certificate
demonstrating that, upon giving effect to the Merger on a Pro Forma Basis, the Loan Parties
are in compliance with the financial covenants set forth in Section 8.11(b) and
(c) of the Credit Agreement as of the most recent fiscal quarter for which the
Borrower has delivered financial statements pursuant to Section 7.01(a) or
(b) of the Credit Agreement.
(c) The contemporaneous consummation of the Merger in compliance with applicable law
and regulatory approvals in accordance with the terms of the Merger Agreement (it being
agreed that promptly upon the consummation of the Merger, the Borrower shall deliver to the
Administrative Agent a copy of the certificate of merger evidencing the consummation of the
Merger).
4. Miscellaneous.
(a) The Credit Agreement and the obligations of the Loan Parties thereunder and under
the other Loan Documents, are hereby ratified and confirmed and shall remain in full force
and effect according to their terms.
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(b) Upon the effectiveness of this First Amendment, each reference in the Credit
Agreement to “this Agreement,” “hereunder” or words of like import shall mean and be a
reference to the Credit Agreement, as affected and amended by this First Amendment.
(c) Each Guarantor (a) acknowledges and consents to all of the terms and conditions of
this First Amendment, (b) affirms all of its obligations under the Loan Documents and (c)
agrees that this First Amendment and all documents executed in connection herewith do not
operate to reduce or discharge its obligations under the Credit Agreement or the other Loan
Documents.
(d) The Borrower and the Guarantors hereby represent and warrant as follows:
(i) Each Loan Party has taken all necessary action to authorize the execution,
delivery and performance of this First Amendment;
(ii) This First Amendment has been duly executed and delivered by the Loan
Parties and constitutes each of the Loan Parties’ legal, valid and binding
obligations, enforceable in accordance with its terms, except as such enforceability
may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance
or transfer, moratorium or similar laws affecting creditors’ rights generally and
(B) general principles of equity (regardless of whether such enforceability is
considered in a proceeding at law or in equity); and
(iii) No consent, approval, authorization or order of, or filing, registration
or qualification with, any court or governmental authority or third party is
required in connection with the execution, delivery or performance by any Loan Party
of this First Amendment.
(e) The Loan Parties represent and warrant to the Lenders that (i) the representations
and warranties of the Loan Parties set forth in Article VI of the Credit Agreement
and in each other Loan Document are true and correct in all material respects as of the date
hereof with the same effect as if made on and as of the date hereof, except to the extent
such representations and warranties expressly relate solely to an earlier date and (ii) no
event has occurred and is continuing which constitutes a Default or an Event of Default.
(f) This First Amendment may be executed in any number of counterparts, each of which
when so executed and delivered shall be an original, but all of which shall constitute one
and the same instrument. Delivery of an executed counterpart of this First Amendment by
telecopy shall be effective as an original and shall constitute a representation that an
executed original shall be delivered.
(g) THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as of
the date first above written.
BORROWER:
|
QUANTA SERVICES, INC., | |
a Delaware corporation | ||
By: /s/ XXXXXXXX X. XXXXXXXXXX | ||
Name: Xxxxxxxx X. Xxxxxxxxxx | ||
Title: Treasurer | ||
GUARANTORS:
|
ARBY CONSTRUCTION, INC. | |
AUSTIN TRENCHER, INC. | ||
CCLC, INC. | ||
XXXXX COMMUNICATIONS, INC. | ||
XXXXX ELECTRIC COMPANY, INC. | ||
XXXXXXX XXXXX CONSTRUCTION COMPANY | ||
DRIFTWOOD ELECTRICAL CONTRACTORS, INC. | ||
GLOBAL ENERCOM MANAGEMENT, INC. | ||
GOLDEN STATE UTILITY CO. | ||
X.X. XXXXXXX PIPELINE CONSTRUCTION, INC. | ||
XXXXXX BROS., INC. | ||
XXXXX GROUP, INC. | ||
NETWORK ELECTRIC COMPANY | ||
NORTH SKY COMMUNICATIONS, INC. | ||
PARKSIDE SITE & UTILITY COMPANY CORPORATION | ||
PARKSIDE UTILITY CONSTRUCTION CORP. | ||
PWR FINANCIAL COMPANY | ||
QPC, INC. | ||
QSI, INC. | ||
QUANTA DELAWARE, INC. | ||
QUANTA GOVERNMENT SERVICES, INC. | ||
QUANTA GOVERNMENT SOLUTIONS, 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. | ||
By: /s/ XXXXXXXX X. XXXXXXXXXX | ||
Name: Xxxxxxxx X. Xxxxxxxxxx | ||
Title: Treasurer |
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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 MS ACQUISITION, INC. | ||
QUANTA SERVICES CONTRACTING, INC. | ||
QUANTA UNDERGROUND SERVICES, INC. | ||
QUANTA UTILITY INSTALLATION | ||
COMPANY, INC. | ||
QUANTA UTILITY SERVICES-GULF STATES, INC. | ||
QUANTA WIRELESS SOLUTIONS, INC. | ||
X.X. XXXXXXXXXXX & CO., INC. | ||
SPALJ CONSTRUCTION COMPANY | ||
SUMTER UTILITIES, INC. | ||
XXX XXXXX CONSTRUCTION COMPANY | ||
TTGP, INC. | ||
TTLP, INC. | ||
UNDERGROUND CONSTRUCTION CO., INC. | ||
UTILITY LINE MANAGEMENT SERVICES, INC. | ||
VCI TELCOM, INC. | ||
W.C. COMMUNICATIONS, INC., | ||
ADVANCED TECHNOLOGIES AND INSTALLATION CORPORATION | ||
ALLTECK LINE CONTRACTORS (USA), INC. | ||
POTELCO, INC. | ||
BRADFORD BROTHERS, INCORPORATED | ||
TTM, INC. | ||
CMI SERVICES, INC. | ||
XXXXXXX CONSTRUCTION COMPANY, INC. | ||
FIBER TECHNOLOGIES, INC. | ||
ENVIRONMENTAL PROFESSIONAL ASSOCIATES, LIMITED | ||
FIVE POINTS CONSTRUCTION CO. | ||
XXXXX PERSONNEL SERVICES, INC. | ||
SOUTHWEST TRENCHING COMPANY, INC. | ||
INTERMOUNTAIN ELECTRIC, INC. | ||
XXXX CONSTRUCTION COMPANY | ||
METRO UNDERGROUND SERVICES, INC. OF ILLINOIS | ||
PROFESSIONAL TELECONCEPTS, INC. | ||
By: /s/ XXXXXXXX X. XXXXXXXXXX | ||
Name: Xxxxxxxx X. Xxxxxxxxxx | ||
Title: Treasurer |
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PAR ELECTRICAL CONTRACTORS, INC. | ||||
PROFESSIONAL TELECONCEPTS, INC. |
||||
THE XXXX COMPANY, INC. | ||||
By: | /s/ XXXXXXXX X. XXXXXXXXXX | |||
Name: | Xxxxxxxx X. Xxxxxxxxxx | |||
Title: | Treasurer | |||
QDE LLC | ||||
By: | PWR Financial Company, its sole member |
|||
By: | /s/ XXXXXXXX X. XXXXXXXXXX | |||
Name: | Xxxxxxxx X. Xxxxxxxxxx | |||
Title: | Treasurer | |||
QUANTA ASSET MANAGEMENT LLC | ||||
By: | QSI, Inc., its sole member | |||
By: | /s/ XXXXXXXX X. XXXXXXXXXX | |||
Name: | Xxxxxxxx X. Xxxxxxxxxx | |||
Title: | Treasurer | |||
TOTAL QUALITY MANAGEMENT SERVICES, LLC | ||||
By: | Environmental Professional Associates, | |||
Limited, its sole member | ||||
By: | /s/ XXXXXXXX X. XXXXXXXXXX | |||
Name: | Xxxxxxxx X. Xxxxxxxxxx | |||
Title: | Treasurer |
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QUANTA UTILITY SERVICES, LLC | ||||
By: | Xxxxx Personnel Services, Inc., | |||
its sole member | ||||
By: | /s/ XXXXXXXX X. XXXXXXXXXX | |||
Name: | Xxxxxxxx X. Xxxxxxxxxx | |||
Title: | Treasurer | |||
XXXXXX, L.L.C. | ||||
OKAY CONSTRUCTION COMPANY, LLC | ||||
By: | Spalj Construction Company, | |||
its sole member | ||||
By: | /s/ XXXXXXXX X. XXXXXXXXXX | |||
Name: | Xxxxxxxx X. Xxxxxxxxxx | |||
Title: | Treasurer | |||
XXXXX/CPG LLC | ||||
XXXXX ENGINEERING/ LLC | ||||
XXXXX/HDD, LLC | ||||
XXXXX SERVICES LLC | ||||
By: | Xxxxx Group, Inc., | |||
the sole member of each of the foregoing | ||||
limited liability companies | ||||
By: | /s/ XXXXXXXX X. XXXXXXXXXX | |||
Name: | Xxxxxxxx X. Xxxxxxxxxx | |||
Title: | Treasurer | |||
S.K.S. PIPELINERS, LLC | ||||
By: | Arby Construction, Inc., | |||
its sole member | ||||
By: | /s/ XXXXXXXX X. XXXXXXXXXX | |||
Name: | Xxxxxxxx X. Xxxxxxxxxx | |||
Title: | Treasurer |
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TNS-VA, LLC | ||||
By: | Professional Teleconcepts, Inc., its sole member |
|||
By: | /s/ XXXXXXXX X. XXXXXXXXXX | |||
Name: | Xxxxxxxx X. Xxxxxxxxxx | |||
Title: | Treasurer | |||
NORTH HOUSTON POLE LINE, X.X. | ||||
XXXXXXX ELECTRIC, L.P. | ||||
DIGCO UTILITY CONSTRUCTION, L.P. | ||||
By: | Xxxxx Personnel Services, Inc., | |||
its general partner | ||||
By: | /s/ XXXXXXXX X. XXXXXXXXXX | |||
Name: | Xxxxxxxx X. Xxxxxxxxxx | |||
Title: | Treasurer | |||
QUANTA SERVICES MANAGEMENT PARTNERSHIP, L.P. | ||||
QUANTA ASSOCIATES, L.P. | ||||
By: | QSI, Inc., | |||
its general partner | ||||
By: | /s/ XXXXXXXX X. XXXXXXXXXX | |||
Name: | Xxxxxxxx X. Xxxxxxxxxx | |||
Title: | Treasurer | |||
TRANS TECH ELECTRIC, L.P. | ||||
By: | TTGP, Inc., | |||
its general partner | ||||
By: | /s/ XXXXXXXX X. XXXXXXXXXX | |||
Name: | Xxxxxxxx X. Xxxxxxxxxx | |||
Title: | Treasurer |
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PWR NETWORK, LLC | ||||
By: | PWR Financial Company, its sole member |
|||
By: | /s/ XXXXXXXX X. XXXXXXXXXX | |||
Name: | Xxxxxxxx X. Xxxxxxxxxx | |||
Title: | Treasurer | |||
QUANTA RECEIVABLES, LP | ||||
By: | PWR Network, LLC, | |||
its general partner | ||||
By: | PWR Financial Company, | |||
its sole member | ||||
By: | /s/ XXXXXXXX X. XXXXXXXXXX | |||
Name: | Xxxxxxxx X. Xxxxxxxxxx | |||
Title: | Treasurer | |||
SPECTRUM CONSTRUCTION CONTRACTING, L.L.C. | ||||
By: | Xxxxx Communications, Inc., | |||
its sole member | ||||
By: | /s/ XXXXXXXX X. XXXXXXXXXX | |||
Name: | Xxxxxxxx X. Xxxxxxxxxx | |||
Title: | Treasurer |
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ADMINISTRATIVE
|
||||||
AGENT: | BANK OF AMERICA, N.A., | |||||
as Administrative Agent | ||||||
By: | /s/ XXXXXXXX XXXXXXX | |||||
Name: | Xxxxxxxx Xxxxxxx | |||||
Title: | Vice President |
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LENDERS: | BANK OF AMERICA, N.A., | |||||
By: | /s/ XXXX X. XXXXXX | |||||
Name: | Xxxx X. Xxxxxx | |||||
Title: | Senior Vice-President |
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LENDERS: | WACHOVIA BANK, NATIONAL ASSOCIATION | |||||
By: | /s/ XXXXXXX X. XXXXXX | |||||
Name: | Xxxxxxx X. Xxxxxx | |||||
Title: | Vice President |
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LENDERS: | XXXXX FARGO BANK, N.A. | |||||
By: | /s/ H. XXXXXXX XXXXXXXX | |||||
Name: | H. Xxxxxxx Xxxxxxxx | |||||
Title: | Vice President |
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LENDERS: | CREDIT SUISSE, CAYMAN ISLANDS BRANCH | |||||
By: | /s/ XXXXXXX XXXXX | |||||
Name: | Xxxxxxx Xxxxx | |||||
Title: | Vice President | |||||
By: | /s/ XXXXX XXXXX | |||||
Name: | Xxxxx Xxxxx | |||||
Title: | Associate |
16
LENDERS: | COMPASS BANK | |||||
By: | /s/ XXX XXXXXX | |||||
Name: | Xxx Xxxxxx | |||||
Title: | Senior Vice President |
17
LENDERS: | MB FINANCIAL BANK, N.A. (F/N/A OAK BROOK BANK) | |||||
By: | /s/ XXXXX XXXXXX | |||||
Name: | Xxxxx Xxxxxx | |||||
Title: | Vice President |
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LENDERS: | FIRSTRUST BANK | |||||
By: | /s/ XXXXX XXXXX | |||||
Name: | Xxxxx Xxxxx | |||||
Title: | Vice President |
19
LENDERS: | THE PRUDENTIAL INSURANCE | |||||
COMPANY OF AMERICA | ||||||
By: | /s/ XXXXX X. XXXXXX | |||||
Name: | Xxxxx X. Xxxxxx | |||||
Title: | Vice President |
20
LENDERS: | XXXXXXX BANK, NATIONAL ASSOCIATION | |||||
By: | /s/ XXXX XXXXXXXX | |||||
Name: | Xxxx Xxxxxxxx | |||||
Title: | Vice President |
21
LENDERS: | NORTH FORK BUSINESS CAPITAL CORPORATION | |||||
By: | /s/ XXX XXXXXX | |||||
Name: | Xxx Xxxxxx | |||||
Title: | Vice President |
22
LENDERS: | [CALYON NEW YORK BRANCH] | |||||
By: | /s/ XXXXXX XXXXXX | |||||
Name: | Xxxxxx Xxxxxx | |||||
Title: | Managing Director | |||||
By: | /s/ XXXXX XXXXX | |||||
Name: | Xxxxx Xxxxx | |||||
Title: | Managing Director |
23
LENDERS: | MIDFIRST BANK | |||||
By: | /s/ XXXXX X. XXXXXX | |||||
Name: | Xxxxx X. Xxxxxx | |||||
Title: | Vice President |
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Exhibit A
FIRST AMENDMENT TO AMENDED AND RESTATED PLEDGE AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED PLEDGE AGREEMENT dated as of
(the
“First Amendment”) is entered into by and among the parties identified as
“Pledgors” on the signature pages attached hereto and Bank of America, N.A., as
Administrative Agent (in such capacity, the “Administrative Agent”), for the ratable
benefit of the holders of the Secured Obligations (as defined in the Pledge Agreement (as defined
below)), and amends the Pledge Agreement (as defined below). All capitalized terms used herein and
not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement
(as defined below).
RECITALS
WHEREAS, Quanta Services, Inc., a Delaware corporation (the “Borrower”), the
Guarantors, the Lenders and the Administrative Agent have entered into that certain Amended and
Restated Credit Agreement dated as of June 12, 2006 (as amended by the First Amendment to Amended
and Restated Credit Agreement dated as of even date herewith (the “First Amendment to Credit
Agreement”), and as further amended and modified from time to time, the “Credit
Agreement”);
WHEREAS, the Pledgors and the Administrative Agent have entered into that certain Amended and
Restated Pledge Agreement dated as of June 12, 2006 (as amended and modified from time to time, the
“Pledge Agreement”);
WHEREAS, the Borrower has entered into that certain Agreement and Plan of Merger, dated as of
March 18, 2007, by and among the Borrower, Quanta MS Acquisition, Inc., a Delaware corporation and
a wholly owned subsidiary of the Borrower (“Merger Sub”), and InfraSource Services, Inc.
(“InfraSource Services”), pursuant to which Merger Sub will merge with and into InfraSource
Services (the “Merger”);
WHEREAS, as a result of the Merger, InfraSource Services and InfraSource Incorporated will
become Subsidiaries of the Borrower at the effective time of the Merger; and
WHEREAS, the Borrower has requested that the Lenders amend the Pledge Agreement as set forth
below;
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Amendments.
(a) The introductory paragraph of Section 2.1 of the Pledge Agreement is hereby
amended and restated to read in its entirety as follows:
2.1 Security Interest and Pledge. Subject to the terms of this
Agreement and the Credit Agreement, and to secure the Secured Obligations, each
Pledgor hereby pledges, assigns, grants, conveys and transfers to the Administrative
Agent for the ratable benefit of the holders of the Secured Obligations a continuing
first priority security interest in, and a right of set-off against, any and all of
such Pledgor’s rights,
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title and interest in, to and under the following property, whether now
existing or owned, acquired or arising hereafter (collectively, the
“Collateral”):
(b) Section 2.1(a) of the Pledge Agreement is hereby amended and restated to
read in its entirety as follows:
(a) | all of the shares of Capital Stock in the Persons listed on the attached Schedule 2.1(a) and any other entities which hereafter become Subsidiaries of such Pledgor or any of its Subsidiaries in which such Pledgor has an ownership interest (other than a Regulated Subsidiary, until such time as all approvals and/or consents required by Section 7.16 of the Credit Agreement with respect to such Regulated Subsidiary shall have been obtained) (collectively, the “Companies”), and the certificates or instruments, if any, representing such Capital Stock and all options and other rights, contractual or otherwise, with respect thereto (collectively, the “Pledged Shares”); |
(c) Section 3.5 of the Pledge Agreement is hereby amended and restated to read
in its entirety as follows:
3.5 No Consent. No consent of, or notice to, any other Person and no
authorization, approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body is required for the grant by such Pledgor
of the Liens granted hereby or for the execution, delivery or performance of this
Agreement by such Pledgor, other than (a) the filing of financing statements and the
filing of an investment act notice in connection with the stock of any Subsidiary
organized in Canada, (b) with respect to the securities of X.X. Electric, Inc., the
approval of the Federal Communications Commission would be required if the
securities are transferred through foreclosure or otherwise, and (c) (i) if the New
Jersey Board of Public Utilities (“NJBPU”) asserts jurisdiction, the pledge
of the stock of Sunesys, Inc. may require the approval of the NJBPU and (ii) with
respect to the securities of Sunesys, Inc., certain state public utility commission
approvals may be required if the securities are transferred through foreclosure or
otherwise, and except for such other consents, notices or filings that have been
obtained or made or that as of the date hereof are not required to have been
obtained or made and may be obtained or made, as the case may be, when necessary.
2. Conditions Precedent. This First Amendment shall be effective immediately upon
satisfaction of the following conditions precedent:
(a) receipt by the Administrative Agent of counterparts of this First Amendment duly
executed by each of the Pledgors and the Administrative Agent; and
(b) the First Amendment to Credit Agreement shall have become effective.
3. Miscellaneous.
(a) The Pledge Agreement and the obligations of the Pledgors thereunder and under the
other Loan Documents, are hereby ratified and confirmed and shall remain in full force and
effect according to their terms.
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(b) Upon the effectiveness of this First Amendment, each reference in the Pledge
Agreement to “this Agreement,” “hereunder” or words of like import shall mean and be a
reference to the Pledge Agreement, as affected and amended by this First Amendment.
(c) Each Pledgor (a) acknowledges and consents to all of the terms and conditions of
this First Amendment, (b) affirms all of its obligations under the Loan Documents and (c)
agrees that this First Amendment and all documents executed in connection herewith do not
operate to reduce or discharge its obligations under the Pledge Agreement or the other Loan
Documents.
(d) The Pledgors hereby represent and warrant as follows:
(i) Each Pledgor has taken all necessary action to authorize the execution,
delivery and performance of this First Amendment;
(ii) This First Amendment has been duly executed and delivered by the Pledgors
and constitutes each of the Pledgors’ legal, valid and binding obligations,
enforceable in accordance with its terms, except as such enforceability may be
subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or
transfer, moratorium or similar laws affecting creditors’ rights generally and (B)
general principles of equity (regardless of whether such enforceability is
considered in a proceeding at law or in equity); and
(iii) No consent, approval, authorization or order of, or filing, registration
or qualification with, any court or governmental authority or third party is
required in connection with the execution, delivery or performance by any Pledgor of
this First Amendment.
(e) The Pledgors represent and warrant to the Lenders that (i) the representations and
warranties of the Pledgors set forth in Section 3 of the Pledge Agreement and in
each other Loan Document are true and correct in all material respects as of the date hereof
with the same effect as if made on and as of the date hereof, except to the extent such
representations and warranties expressly relate solely to an earlier date and (ii) no event
has occurred and is continuing which constitutes a Default or an Event of Default.
(f) This First Amendment may be executed in any number of counterparts, each of which
when so executed and delivered shall be an original, but all of which shall constitute one
and the same instrument. Delivery of an executed counterpart of this First Amendment by
telecopy shall be effective as an original and shall constitute a representation that an
executed original shall be delivered.
(g) THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as
of the date first above written.
PLEDGORS:
|
QUANTA SERVICES, INC., | |
a Delaware corporation | ||
By: | ||
Name: Xxxxxxxx X. Xxxxxxxxxx | ||
Title: Treasurer | ||
ARBY CONSTRUCTION, INC. | ||
AUSTIN TRENCHER, INC. | ||
CCLC, INC. | ||
XXXXX COMMUNICATIONS, INC. | ||
XXXXX ELECTRIC COMPANY, INC. | ||
XXXXXXX XXXXX CONSTRUCTION COMPANY | ||
DRIFTWOOD ELECTRICAL CONTRACTORS, INC. | ||
GLOBAL ENERCOM MANAGEMENT, INC. | ||
GOLDEN STATE UTILITY CO. | ||
X.X. XXXXXXX PIPELINE CONSTRUCTION, INC. | ||
XXXXXX BROS., INC. | ||
XXXXX GROUP, INC. | ||
NETWORK ELECTRIC COMPANY | ||
NORTH SKY COMMUNICATIONS, INC. | ||
PARKSIDE SITE & UTILITY COMPANY CORPORATION | ||
PARKSIDE UTILITY CONSTRUCTION CORP. | ||
PWR FINANCIAL COMPANY | ||
QPC, INC. | ||
QSI, INC. | ||
QUANTA DELAWARE, INC. | ||
QUANTA GOVERNMENT SERVICES, INC. | ||
QUANTA GOVERNMENT SOLUTIONS, 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. | ||
By: | ||
Name: Xxxxxxxx X. Xxxxxxxxxx | ||
Title: Treasurer |
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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 MS ACQUISITION, INC. | ||
QUANTA SERVICES CONTRACTING, INC. | ||
QUANTA UNDERGROUND SERVICES, INC. | ||
QUANTA UTILITY INSTALLATION COMPANY, INC. | ||
QUANTA UTILITY SERVICES-GULF STATES, INC. | ||
QUANTA WIRELESS SOLUTIONS, INC. | ||
X.X. XXXXXXXXXXX & CO., INC. | ||
SPALJ CONSTRUCTION COMPANY | ||
SUMTER UTILITIES, INC. | ||
XXX XXXXX CONSTRUCTION COMPANY | ||
TTGP, INC. | ||
TTLP, INC. | ||
UNDERGROUND CONSTRUCTION CO., INC. | ||
UTILITY LINE MANAGEMENT SERVICES, INC. | ||
VCI TELCOM, INC. | ||
W.C. COMMUNICATIONS, INC., | ||
ADVANCED TECHNOLOGIES AND INSTALLATION CORPORATION | ||
````
|
ALLTECK LINE CONTRACTORS (USA), INC. | |
POTELCO, INC. | ||
BRADFORD BROTHERS, INCORPORATED | ||
TTM, INC. | ||
CMI SERVICES, INC. | ||
XXXXXXX CONSTRUCTION COMPANY, INC. | ||
FIBER TECHNOLOGIES, INC. | ||
ENVIRONMENTAL PROFESSIONAL ASSOCIATES, LIMITED | ||
FIVE POINTS CONSTRUCTION CO. | ||
XXXXX PERSONNEL SERVICES, INC. | ||
SOUTHWEST TRENCHING COMPANY, INC. | ||
INTERMOUNTAIN ELECTRIC, INC. | ||
XXXX CONSTRUCTION COMPANY | ||
METRO UNDERGROUND SERVICES, INC. OF ILLINOIS | ||
PROFESSIONAL TELECONCEPTS, INC. | ||
By: | ||
Name: Xxxxxxxx X. Xxxxxxxxxx | ||
Title: Treasurer |
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PAR ELECTRICAL CONTRACTORS, INC. | ||||
PROFESSIONAL TELECONCEPTS, INC. | ||||
THE XXXX COMPANY, INC. | ||||
By: | ||||
Name: | Xxxxxxxx X. Xxxxxxxxxx | |||
Title: | Treasurer | |||
QDE LLC | ||||
By: | PWR Financial Company, its sole member |
|||
By: | ||||
Name: | Xxxxxxxx X. Xxxxxxxxxx | |||
Title: | Treasurer | |||
QUANTA ASSET MANAGEMENT LLC | ||||
By: | QSI, Inc., | |||
its sole member | ||||
By: | ||||
Name: | Xxxxxxxx X. Xxxxxxxxxx | |||
Title: | Treasurer | |||
TOTAL QUALITY MANAGEMENT SERVICES, LLC | ||||
By: | Environmental Professional Associates, | |||
Limited, its sole member | ||||
By: | ||||
Name: | Xxxxxxxx X. Xxxxxxxxxx | |||
Title: | Treasurer |
30
QUANTA UTILITY SERVICES, LLC | ||||
By: | Xxxxx Personnel Services, Inc., | |||
its sole member | ||||
By: | ||||
Name: | Xxxxxxxx X. Xxxxxxxxxx | |||
Title: | Treasurer | |||
XXXXXX, L.L.C. | ||||
OKAY CONSTRUCTION COMPANY, LLC | ||||
By: | Spalj Construction Company, its sole member |
|||
By: | ||||
Name: | Xxxxxxxx X. Xxxxxxxxxx | |||
Title: | Treasurer | |||
XXXXX/CPG LLC | ||||
XXXXX ENGINEERING/ LLC | ||||
XXXXX/HDD, LLC | ||||
XXXXX SERVICES LLC | ||||
By: | Xxxxx Group, Inc., | |||
the sole member of each of the foregoing | ||||
limited liability companies | ||||
By: | ||||
Name: | Xxxxxxxx X. Xxxxxxxxxx | |||
Title: | Treasurer | |||
S.K.S. PIPELINERS, LLC | ||||
By: | Arby Construction, Inc., | |||
its sole member | ||||
By: | ||||
Name: | Xxxxxxxx X. Xxxxxxxxxx | |||
Title: | Treasurer |
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TNS-VA, LLC | ||||
By: | Professional Teleconcepts, Inc., its sole member | |||
By: | ||||
Name: | Xxxxxxxx X. Xxxxxxxxxx | |||
Title: | Treasurer | |||
NORTH HOUSTON POLE LINE, X.X. | ||||
XXXXXXX ELECTRIC, L.P. | ||||
DIGCO UTILITY CONSTRUCTION, L.P. | ||||
By: | Xxxxx Personnel Services, Inc., | |||
its general partner | ||||
By: | ||||
Name: | Xxxxxxxx X. Xxxxxxxxxx | |||
Title: | Treasurer | |||
QUANTA SERVICES MANAGEMENT PARTNERSHIP, L.P. | ||||
QUANTA ASSOCIATES, L.P. | ||||
By: | QSI, Inc., | |||
its general partner | ||||
By: | ||||
Name: | Xxxxxxxx X. Xxxxxxxxxx | |||
Title: | Treasurer | |||
TRANS TECH ELECTRIC, L.P. | ||||
````````````
|
By: | TTGP, Inc., | ||
its general partner | ||||
By: | ||||
Name: | Xxxxxxxx X. Xxxxxxxxxx | |||
Title: | Treasurer |
32
PWR NETWORK, LLC | ||||
By: | PWR Financial Company, | |||
its sole member | ||||
By: | ||||
Name: | Xxxxxxxx X. Xxxxxxxxxx | |||
Title: | Treasurer | |||
QUANTA RECEIVABLES, LP | ||||
By: | PWR Network, LLC, | |||
its general partner | ||||
By: | PWR Financial Company, | |||
its sole member | ||||
By: | ||||
Name: | Xxxxxxxx X. Xxxxxxxxxx | |||
Title: | Treasurer | |||
SPECTRUM CONSTRUCTION CONTRACTING, L.L.C. | ||||
By: | Xxxxx Communications, Inc., | |||
its sole member | ||||
By: | ||||
Name: | Xxxxxxxx X. Xxxxxxxxxx | |||
Title: | Treasurer |
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ADMINISTRATIVE
|
||||||
AGENT: | BANK OF AMERICA, N.A., | |||||
as Administrative Agent | ||||||
By: | ||||||
Name: | Xxxxxxxx Xxxxxx-Xxxxx | |||||
Title: | Assistant Vice President |
34