EXHIBIT 4.12
SEVENTH AMENDMENT
TO THIRD AMENDED AND RESTATED SECURED CREDIT AGREEMENT
THIS SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED SECURED CREDIT
AGREEMENT (this "AMENDMENT") is entered into as of February 12, 2002, among
QUANTA SERVICES, INC., a Delaware corporation ("BORROWER"), the Lenders, as
defined below, and BANK OF AMERICA, N.A., f/k/a NationsBank, N.A., as
administrative agent for the Lenders (in such capacity, the "AGENT").
Capitalized terms used but not defined in this Amendment have the meaning given
such terms in the Credit Agreement (defined below).
RECITALS
A. The Borrower is party to that certain Third Amended and Restated
Secured Credit Agreement dated as of June 14, 1999 (as amended by the First
Amendment dated as of September 21, 1999, the Second Amendment dated as of March
21, 2000, the Third Amendment and Consent dated as of June 15, 2000, the Fourth
Amendment dated as of October 27, 2000, the Fifth Amendment dated as of November
9, 2000, the Sixth Amendment dated as of October 17, 2001, and as may be further
amended, restated or supplemented from time to time, the "CREDIT AGREEMENT"),
among the Borrower, Agent, and the lenders from time to time parties thereto
(each a "LENDER" collectively, "LENDERS").
B. The Borrower has requested that certain provisions of the Credit
Agreement be amended to take into account certain adjustments to the
determination of Consolidated Net Worth in accordance with Statement of
Financial Accounting Standards No. 142 (Goodwill and Other Intangible Assets)
issued in June, 2001.
C. The Borrower has also requested that (i) SECTION 6.6(e) of the
Credit Agreement be amended to increase the reporting threshold thereunder for
certain events from $1,000,000 to $5,000,000, (ii) SECTION 6.14(e) of the Credit
Agreement be amended to permit a Subordinated Debt Investment, and (iii) SECTION
6.15(k) of the Credit Agreement be amended to allow the Borrower the use of
funds thereunder to redeem Subordinated Debt Investments.
D. The Borrower, Agent and the Lenders have agreed to amend the Credit
Agreement to accommodate the foregoing requests and to make other related
modifications, in each case subject to the terms and conditions set out in this
Amendment.
NOW THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the undersigned agree as follows:
1. Amendment to Section 1.1 (Definitions). SECTION 1.1 of the Credit
Agreement is hereby amended (a) to amend and restate the defined terms "EBIT"
and "EBITDA" (with the new or modified language underlined), and (b) to add the
following defined term of "SFAS 142" in its appropriate alphabetical order:
""EBIT" means, for any period, on a trailing four fiscal
quarter basis, the sum of Consolidated Net Income plus each of
the following to the extent actually deducted in determining
Consolidated Net Income, (a) Consolidated Interest Expense,
(b) provisions for taxes based on income or revenues, and (c)
provisions made in
accordance with SFAS 142, all calculated on a consolidated
basis for the Borrower and its Subsidiaries and as determined
in accordance with GAAP.
"EBITDA" means, for any period, on a trailing four fiscal
quarter basis (using the historical financial results of any
business acquired in an Acquisition through the Effective
Date, to the extent applicable, all on a pro forma basis,
consistent with SEC regulations), the sum of (i) Consolidated
Net Income plus each of the following to the extent actually
deducted in determining Consolidated Net Income, (a)
Consolidated Interest Expense, (b) provisions for taxes based
on income or revenues, and (c) provisions made in accordance
with SFAS 142, plus (ii) the amount of all depreciation and
amortization expense deducted in determining Consolidated Net
Income, and adjusted for (iii) Non-Cash Charges, all
calculated on a consolidated basis for the Borrower and its
Subsidiaries and as determined in accordance with GAAP. Upon
the consummation of any Acquisition after the Effective Date,
EBITDA may be calculated, subject to the immediately following
sentence, using a calculation which (y) includes the
historical financial results of the acquired business on a pro
forma trailing four fiscal quarter basis (consistent with SEC
regulations), and (z) assumes that the consummation of such
Acquisition (and the incurrence, refinancing, or assumption of
any Indebtedness in connection with such Acquisition) occurred
on the first day of the trailing four fiscal quarter period.
The foregoing adjustment to EBITDA to take into account an
Acquisition may only be made if the balance sheet and
statements of income, retained earnings, and cash flows of the
acquired Person (or the Person from whom the assets,
securities or other equity interests were acquired), are in
compliance with SEC regulations and requirements regarding the
preparation and presentation of historical financial
information and pro forma financial information.
"SFAS 142" means the Statement of Financial Accounting
Standards No. 142 (Goodwill and Other Intangible Assets), as
issued by the Financial Accounting Standards Board in June,
2001, and applicable to all fiscal years beginning after
December 15, 2001."
2. Amendments to Section 6.6 (Financial Reports and Other Information).
SECTION 6.6(e) of the Credit Agreement is hereby amended and restated in its
entirety as follows (with the new or modified language underlined):
"(e) The Borrower will promptly and in any event, within ten
(10) days after an officer of the Borrower has knowledge
thereof, give written notice to the Agent of: (i) any pending
or threatened litigation or proceeding against the Borrower or
any of its Subsidiaries asserting any uninsured claim or
claims against any of same in excess of $5,000,000 in the
aggregate; (ii) the occurrence of any Default or Event of
Default; (iii) any circumstance that has had a Material
Adverse Effect; and (iv) any event which would result in a
breach of SECTIONS 6.20, 6.21, 6.22, 6.23, OR 6.24."
3. Amendments to Section 6.11 (Restrictions on Fundamental Changes).
SECTION 6.11(a) of the Credit Agreement is hereby amended and restated in its
entirety as follows (with the new or modified language underlined):
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"(a) the Borrower or any of its Subsidiaries may merge into or
consolidate with, make an Acquisition or otherwise purchase or
acquire all or substantially all of the assets or stock of any
other Person, if in respect of such merger, consolidation,
purchase or Acquisition, (i) the Borrower is the surviving
entity to any such merger or consolidation to which the
Borrower is a party, or, if the Borrower is not a party to
such transaction, a Subsidiary is the surviving entity to any
such merger or consolidation (or the other Person will thereby
become a Subsidiary), (ii) the nature of the business of such
acquired Person is a Permitted Business; (iii) no Default or
Event of Default shall have occurred and be continuing or
would otherwise be existing as a result of such merger,
consolidation, purchase or Acquisition, (iv) such merger,
consolidation, purchase or Acquisition is non-hostile in
nature; and (v) either (y) the aggregate amount of (without
duplication) (1) the cash purchase price paid, (2) the
Borrowings under this Agreement in respect of such
consolidation, purchase or Acquisition, and (3) the
Indebtedness of such acquired Person assumed or otherwise
refinanced by the Borrower or any of its Subsidiaries, does
not exceed, for any single Acquisition (after deducting the
amount of cash and Cash Equivalents held by such acquired
Person), an amount equal to 7.5% 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 made in accordance with SFAS 142 in
accordance with GAAP), or (z) (1) prior to the consummation of
such merger, consolidation, purchase or Acquisition, the
Borrower shall have delivered to the Agent (which the Agent
shall promptly provide to each Lender) a report signed by an
executive officer of the Borrower which shall contain
calculations demonstrating the Borrower's compliance with
SECTIONS 6.20, 6.21, 6.22, and 6.23 (which calculation may use
historical financial results of the acquired business provided
the calculation (A) is made on a trailing four fiscal quarter
pro forma basis (consistent with SEC regulations), (B) assumes
that the consummation of such merger, consolidation, purchase
or Acquisition (and the incurrence, refinancing, or assumption
of any Indebtedness in connection with such Acquisition)
occurred on the first day of the trailing four-quarter fiscal
period, and (C) is based on a balance sheet and statements of
income, retained earnings, and cash flows of the acquired
Person (or the Person from whom the assets, securities or
other equity interests were acquired), which are in compliance
with SEC regulations and requirements regarding the
preparation and presentation of historical financial
information and pro forma financial information, and (2) the
Majority Lenders have given their prior written consent to
such merger, consolidation, purchase or Acquisition."
4. Amendments to Section 6.14 (Indebtedness). SECTIONS 6.14 (e) and (f)
of the Credit Agreement are hereby amended and restated in their entirety as
follows (with the new or modified language underlined):
"(e) Indebtedness incurred in connection with Subordinated
Debt Investments, including any convertible Subordinated Debt
Investment not to exceed $250,000,000 (which amount includes
the Indebtedness under the Convertible Subordinated Notes), in
the aggregate, on terms subordinated in right of payment and
collection to, and with a maturity date beyond the Maturity
Date of, the Obligations and otherwise on terms acceptable to
the Agent;
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(f) other Indebtedness not included within subsections (a)
through (e) above, provided that such Indebtedness shall not
exceed, at any one time outstanding, an amount equal to 8.5%
of Consolidated Net Worth as of the end of the immediately
preceding fiscal quarter (without taking into account
adjustments to the determination of Consolidated Net Worth in
accordance with SFAS 142 in accordance with GAAP);"
5. Amendments to Section 6.15 (Loans, Advances and Investments).
SECTION 6.15(k) of the Credit Agreement is hereby amended and restated in its
entirety as follows (with the new or modified language underlined):
"(k) Investments up to an aggregate amount of $75,000,000 in
the Borrower in the form of (i) repurchasing of the Borrower's
common stock through a series of open-market transactions or
in privately negotiated, off-market transactions or through
one or more hedge, swap, exchange, forward, future, collar or
cap arrangements, fixed price agreements or other similar
arrangements or agreements, and (ii) refunding, repurchase,
discharge, defeasance or retirement any Subordinated Debt
Investment; and"
6. Amendments to Section 6.19 (Capital Expenditures). SECTION 6.19 of
the Credit Agreement is hereby amended and restated in its entirety as follows
(with the new or modified language underlined):
"Section 6.19 Capital Expenditures. Neither the Borrower nor
any of its Subsidiaries shall make or commit to make Capital
Expenditures during any period of four consecutive fiscal
quarters in excess of 15% of Consolidated Net Worth, with
Consolidated Net Worth being determined as of the last day of
the last fiscal quarter of such period (without taking into
account adjustments to the determination of Consolidated Net
Worth made in accordance with SFAS 142 in accordance with
GAAP)."
7. Amendments to Section 6.20 (Minimum Consolidated Net Worth). SECTION
6.20 of the Credit Agreement is hereby amended and restated in its entirety as
follows (with the new or modified language underlined):
"Section 6.20 Minimum Consolidated Net Worth. The Borrower
will maintain a minimum Consolidated Net Worth of not less
than an amount equal to the sum of (i) $296,000,000, plus (ii)
for each fiscal quarter ended prior to (but not on) such date
of determination, commencing with the fiscal quarter ended
June 30, 1999, (w) an amount equal to 50% of Consolidated Net
Income for such fiscal quarter, if positive, plus (x) an
amount equal to 100% of the amount of any equity issuance by
the Borrower, including equity issued in a secondary offering
or equity issued to acquire another entity in an Acquisition,
plus (y) an amount equal to 100% of the stockholders equity of
any entity acquired in an Acquisition for which the Borrower
uses the pooling of interest method of accounting to the
extent permitted by, and in accordance with Statement of
Financial Accounting Standards No. 141 (Business
Combinations), as adopted by the Financial Accounting
Standards Board in June, 2001,and GAAP, minus (z) any
distributions to shareholders of any Subchapter S corporation
acquired in an Acquisition as a result of operations of the
corporation acquired prior to the closing of the Acquisition
or the terms of the Acquisition,
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provided that, the foregoing calculation shall take into
account, and be subject to, adjustments to the determination
of Consolidated Net Worth made in accordance with SFAS 142 in
accordance with GAAP."
8. Amendments to Section 10.17 (Change in Accounting Principles or Tax
Laws). SECTION 10.17 of the Credit Agreement is hereby amended and restated in
its entirety as follows (with the new or modified language underlined):
"10.17 Change in Accounting Principles or Tax Laws. If (i) any
change in accounting principles from those used in the
preparation of the financial statements of the Borrower
referred to in SECTION 5.9 is hereafter occasioned by the
promulgation of rules, regulations, pronouncements and
opinions by or required by the Financial Accounting Standards
Board or the American Institute of Certified Public Accounts
(or successors thereto or agencies with similar functions) and
such change materially affects the calculation of any
component of any financial covenant, standard or term found in
this Agreement, or (ii) there is a material change in federal
or foreign tax laws which materially affects the Borrower's
ability to comply with the financial covenants, standards or
terms found in this Agreement, the Borrower, the Agent and the
Lenders agree to enter into negotiations in order to amend
such provisions so as to equitably reflect such changes with
the desired result that the criteria for evaluating the
Borrower's and its Subsidiaries' consolidated financial
condition shall be the same after such changes as if such
changes had not been made. Unless and until such provisions
have been so amended, the provisions of this Agreement shall
govern, provided that, for purposes of this SECTION 10.17, the
Borrower shall have 90 days from the date of any such change
to amend the appropriate provisions of this Agreement to
reflect such change in accordance with the immediately
preceding sentence."
9. Conditions. This Amendment shall not be effective until (a) it has
been duly executed and delivered by Borrower, each Guarantor, and at least the
Majority Lenders, and (b) Borrower has delivered to Agent for the benefit of
Lenders (i) a certificate from the Borrower that no Default or Event of Default
exists under the Credit Agreement, and (ii) such other documents, if any, as the
Agent may reasonably request.
10. Fees and Expenses. The Borrower agrees to pay (a) to Agent for the
benefit of each Lender that executes and delivers this Amendment on or before
February 12, 2002, an amendment fee equal to .05% of such Lender's Commitment,
and (b) the reasonable fees and expenses of counsel to Agent for services
rendered in connection with the preparation, negotiation and execution of this
Amendment.
11. Representations and Warranties. The Borrower and the Guarantors
represent and warrant to the Lenders that they possess all requisite power and
authority to execute, deliver and comply with the terms of this Amendment, which
has been duly authorized and approved by all requisite corporate action on the
part of the Borrower and the Guarantors, for which no consent of any Person is
required, and which will not violate their respective organizational documents,
and agree to furnish the Agent with evidence of such authorization and approval
upon request. The Borrower and the Guarantors further represent and warrant to
the Agent and the Lenders that (a) the representations and warranties in each
Credit Document to which they are a party are true and correct in all material
respects on and as of the date of this Amendment as though made on the date of
this Amendment (except to the extent that (i) such representations and
warranties speak to a specific date or (ii) the facts on which such
representations and warranties are based have been
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changed by transactions contemplated by the Credit Agreement), (b) it is in full
compliance with all covenants and agreements contained in each Credit Document
to which it is a party, and (c) no Default or Event of Default has occurred and
is continuing.
12. Scope of Amendment and Consent; Reaffirmation; Release. Except as
affected by this Amendment, the Credit Documents are unchanged and continue in
full force and effect. However, in the event of any inconsistency between the
terms of the Credit Agreement as hereby amended and any other Credit Document,
the terms of the Credit Agreement shall control and such other document shall be
deemed to be amended hereby to conform to the terms of the Credit Agreement. All
references to the Credit Agreement shall refer to the Credit Agreement as
amended by this Amendment. The Borrower and the Guarantors hereby reaffirm their
respective obligations under, and agree that, all Credit Documents to which they
are a party remain in full force and effect and continue to evidence their
respective legal, valid and binding obligations enforceable in accordance with
their terms (as the same are affected by this Amendment). The Borrower and the
Guarantors hereby release the Agent and the Lenders from any liability for
actions or failures to act in connection with the Credit Documents prior to the
date hereof. This Amendment shall be binding upon and inure to the benefit of
each of the undersigned and their respective successors and permitted assigns.
13. Miscellaneous.
(a) No Waiver of Defaults. This Amendment does not constitute
a waiver of, or a consent to, any present or future violation of or
default under, any provision of the Credit Documents, or a waiver of
the Lenders' right to insist upon future compliance with each term,
covenant, condition and provision of the Credit Documents, and the
Credit Documents shall continue to be binding upon, and inure to the
benefit of, the Borrower, the Guarantors, the Agent, and the Lenders
and their respective successors and assigns.
(b) Form. Each agreement, document, instrument or other
writing to be furnished to the Agent under any provision of this
instrument must be in form and substance satisfactory to the Agent and
its counsel.
(c) Multiple Counterparts. This Amendment may be executed in
any number of counterparts with the same effect as if all signatories
have signed the same document. All counterparts must be construed
together to constitute one and the same instrument.
(d) Governing Law. This Amendment and the other Credit
Documents must be construed-and their performance enforced-under Texas
law.
(e) Entirety. THE CREDIT DOCUMENTS, AS AMENDED HEREBY,
REPRESENT THE FINAL AGREEMENT BETWEEN THE BORROWER, GUARANTORS, THE
AGENT AND THE LENDERS AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE
ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
[SIGNATURES AND GUARANTORS' CONSENT AND AGREEMENT APPEAR ON FOLLOWING PAGES.]
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EXECUTED as of the date first written above.
QUANTA SERVICES, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Treasurer
BANK OF AMERICA, N.A., as Administrative Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Vice President
BANK OF AMERICA, N.A., as a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President
BANK ONE, NA, as a Documentation Agent and
as a Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
Director
FLEET NATIONAL BANK (F/K/A BANK BOSTON, N.A.),
as a Documentation Agent and as a Lender
By:
-------------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
CREDIT LYONNAIS NEW YORK BRANCH, as a Managing
Agent and as a Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇
------------------------------------------
▇▇▇▇▇▇ ▇▇▇
Senior Vice President
▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, as a Managing Agent
and as a Lender
By: /s/ M.D. ▇▇▇▇▇
------------------------------------------
M.D. ▇▇▇▇▇
Agent
NATIONAL CITY BANK, as a Lender
By: /s/ ▇▇▇▇▇▇▇ Aurbon
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▇▇▇▇▇▇▇ Aurbon
Vice President
LASALLE BANK NATIONAL ASSOCIATION, as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
First Vice President
FIRST UNION NATIONAL BANK, as a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
COMERICA BANK, as a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Vice President
THE BANK OF TOKYO-MITSUBISHI, THE BANK OF TOKYO-MITSUBISHI, LTD., as a
LTD., as a Lender Lender
By: /s/ J. Fort By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
------------------------ ------------------------------------------
J. Fort ▇. ▇▇▇▇▇▇
Vice President VP and Manager
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THE CHASE MANHATTAN BANK, as a Lender
By: /s/ ▇▇▇▇▇ ▇. Dolphin
------------------------------------------
▇▇▇▇▇ ▇. Dolphin
Senior Vice President
GUARANTY FEDERAL BANK, F.S.B., as a Lender
By:
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Name:
-------------------------------------
Title:
------------------------------------
SUNTRUST BANK, ATLANTA, as a Lender
By:
-------------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
BANKERS TRUST COMPANY, as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Vice President
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GUARANTORS' CONSENT AND AGREEMENT
As an inducement to the Lenders to execute, and in consideration of the
Lenders' execution of this Amendment, each of the undersigned hereby consents to
this Amendment and agrees that the same shall in no way release, diminish,
impair, reduce or otherwise adversely affect the obligations and liabilities of
the undersigned under their respective Guaranties described in the Credit
Agreement executed by the undersigned, or any agreements, documents or
instruments executed by any of the undersigned, all of which obligations and
liabilities are, and shall continue to be, in full force and effect. This
consent and agreement shall be binding upon the undersigned, and their
respective successors and assigns, and shall inure to the benefit of the
Lenders, and their respective successors and assigns.
ADVANCED TECHNOLOGIES AND INSTALLATION, INC.
ALLTECK LINE CONTRACTORS (USA), INC.
ALLTECK LINE CONTRACTORS, INC.
ARBY CONSTRUCTION, INC.
AUSTIN TRENCHER, INC.
BRADFORD BORTHERS, INC.
CCLC, INC.
COMMUNICATION MANPOWER, INC.
COMPUTAPOLE, INC.
▇▇▇▇▇ COMMUNICATIONS, INC.
▇▇▇▇▇ ELECTRIC COMPANY, INC.
CROWN FIBER COMMUNICATIONS, INC.
▇▇▇▇▇▇▇ ▇▇▇▇▇ CONSTRUCTION COMPANY
DRIFTWOOD ELECTRICAL CONTRACTORS, INC.
▇▇▇▇▇▇▇ PIPELINE COMPANY, INC.
ENVIRONMENTAL PROFESSIONAL ASSOCIATES, LIMITED
FIVE POINTS CONSTRUCTION COMPANY
GEM ENGINEERING CO., INC.
GOLDEN STATE UTILITY CO.
▇.▇. ▇▇▇▇▇▇▇ PIPELINE CONSTRUCTION, INC.
▇▇▇▇▇▇ CONSTRUCTION COMPANY
INTERMOUNTAIN ELECTRIC, INC.
▇▇▇▇ CONSTRUCTION COMPANY
LINE EQUIPMENT SALES CO., INC.
LOGICAL LINK, INC.
▇▇▇▇▇▇ BROS., INC.
▇▇▇▇▇ GROUP, INC.
▇▇▇▇▇ PERSONNEL SERVICES, INC.
METRO UNDERGROUND SERVICES, INC.
NETWORK COMMUNICATIONS SERVICES, INC.
NETWORK ELECTRIC COMPANY
NORTH PACIFIC CONSTRUCTION CO., INC.
NORTH SKY COMMUNICATIONS, INC.
NORTHERN LINE LAYERS, INC.
OKAY CONSTRUCTION COMPANY, INC.
PAC WEST CONSTRUCTION, 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)
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PROFESSIONAL TELECONCEPTS, INC. (NY)
PWR FINANCIAL COMPANY QPC, INC.
QSI, INC.
QUANTA HOLDINGS, INC.
QUANTA LI ACQUISITION, INC.
QUANTA LIV ACQUISITION, INC.
QUANTA LV 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,
▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇ & CO., INC.
RANGER DIRECTIONAL, INC.
SEAWARD CORPORATION
SOUTHEAST PIPELINE CONSTRUCTION, INC.
SOUTHWEST TRENCHING COMPANY, INC.
SOUTHWESTERN COMMUNICATIONS, INC.
SPALJ CONSTRUCTION COMPANY
SPECIALTY DRILLING TECHNOLOGY, INC.
SUMTER UTILITIES, INC.
THE ▇▇▇▇ COMPANY, INC.
▇▇▇ ▇▇▇▇▇ CONSTRUCTION COMPANY
TRANS TECH ACQUISITION, INC.
▇▇▇▇▇▇▇ CONSTRUCTION COMPANY, INC.
TTGP, INC.
TTLP, INC.
TTM, INC.
TXLP, INC.
UNDERGROUND CONSTRUCTION CO., INC.
UTILCO, INC.
VCI TELCOM, INC.
W.C. COMMUNICATIONS, INC.
W.H.O.M. CORPORATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇, President or Vice President of
each Guarantor
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QDE LLC
QUANTA DELAWARE, INC.
QUANTA ASSET MANAGEMENT LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇, President
▇▇▇▇▇ ENGINEERING, LLC
By: ▇▇▇▇▇▇ Construction Company, Its Member
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, Vice President
COAST TO COAST, LLC
By: Environmental Professional Associates,
Limited, a Californiacorporation,
Its Member
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇ ▇▇▇▇▇▇, Vice President
DOT 05, LLC
By: Spalj Construction Company, Its Member
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, Vice President
LAKE ▇▇▇▇▇▇ PIPELINE, LLC
By: ▇▇▇▇▇▇▇ Pipeline Company, Inc., Its Member
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, Vice President
▇▇▇▇▇/CPG, LLC
▇▇▇▇▇ ENGINEERING, LLC
▇▇▇▇▇/HDD, LLC
▇▇▇▇▇ SERVICES, LLC
By: ▇▇▇▇▇ Group, Inc., The Sole Member of each
of the foregoing limited liability
companies
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, Vice President
12
S.K.S. PIPELINERS, LLC
By: Arby Construction, Inc., Its Member
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, Vice President
13
▇▇▇▇▇▇, L.L.C.
By: Spalj Construction Company, Its Member
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, Vice President
TNS-VA, LLC
By: Professional Teleconcepts, Inc., Its Member
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, Vice President
AIRLAN TELECOM SERVICES, L.P.
NORTH HOUSTON POLE LINE, ▇.▇.
▇▇▇▇▇▇▇ ELECTRIC, L.P.
DIGCO UTILITY CONSTRUCTION, L.P.
By: ▇▇▇▇▇ Personnel Services, Inc., Its General
Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, Vice President
QUANTA SERVICES MANAGEMENT PARTNERSHIP, L.P.
QUANTA ASSOCIATES, L.P.
By: QSI, Inc., Its General Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, Vice President
TRANS TECH ELECTRIC, L.P.
By: TTGP, Inc., Its General Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, Vice President
PWR NETWORK, LLC
By: PWR Financial Company, Its Sole Member
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
14
Q RESOURCES, LLC
By: Quanta Holdings, Inc.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
QUANTA RECEIVABLES, L.P.
By: PWR Network, LLC, Its General Partner
By: PWR Financial Company, Its Sole Member
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
15
