UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE
OF REPORT
(Date of earliest event reported)
: April 1, 2009 (March 31, 2009)
QUANTA SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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1-13831
(Commission File No.)
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74-2851603
(IRS Employer Identification No.)
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1360 Post Oak Boulevard, Suite 2100
Houston, Texas 77056
(Address of principal executive offices, including ZIP code)
(713) 629-7600
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (
see
General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On March 31, 2009, Quanta Services, Inc. (“Quanta”) entered into a Joinder Agreement and
Fourth Amendment to Underwriting, Continuing Indemnity and Security Agreement (the “Joinder
Agreement”), among Liberty Mutual Insurance Company, Liberty Mutual Fire Insurance Company and
Safeco Insurance Company of America (collectively, the “New Co-Sureties”), American Home Assurance
Company, National Union Fire Insurance Company of Pittsburgh, Pa., and The Insurance Company of the
State of Pennsylvania (collectively, “AIG”), Federal Insurance Company (“Federal”), and the other
parties designated therein as Indemnitors. Pursuant to the Joinder Agreement, the New Co-Sureties
have been added as co-sureties to the Underwriting, Continuing Indemnity and Security Agreement
dated March 14, 2005 among Quanta and the subsidiaries and affiliates of Quanta identified therein,
AIG and Federal (the “Underwriting Agreement”), as amended by the Joinder Agreement and Amendment
to Underwriting, Continuing Indemnity and Security Agreement dated November 28, 2006 (the “First
Amendment”), by the Second Amendment to the Underwriting, Continuing Indemnity and Security
Agreement dated January 9, 2008 (the Second Amendment”) and by the Joinder and Third Amendment to
Underwriting, Continuing Indemnity and Security Agreement dated December 19, 2008. The foregoing
summary of some of the terms of the Joinder Agreement is qualified in its entirety by reference to
the complete text thereof, a copy of which is filed as an exhibit to this report and is
incorporated herein by reference. The Underwriting Agreement was previously filed as Exhibit 10.1
to the Company’s Form 8-K filed on March 16, 2005. The First Amendment was previously filed as
Exhibit 99.1 to the Company’s Form 8-K filed on December 4, 2006. The Second Amendment was
previously filed as Exhibit 10.34 to the Company’s Form 10-K filed on February 29, 2008.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Exhibit
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99.1
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Joinder Agreement and Fourth Amendment to Underwriting,
Continuing Indemnity and Security Agreement, dated as of March
31, 2009, among American Home Assurance Company, National
Union Fire Insurance Company of Pittsburgh, Pa., The Insurance
Company of the State of Pennsylvania, Liberty Mutual Insurance
Company, Liberty Mutual Fire Insurance Company, Safeco
Insurance Company of America, Federal Insurance Company,
Quanta Services, Inc., and the other Indemnitors identified
therein.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April1, 2009
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QUANTA SERVICES, INC.
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By:
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/s/ TANA L. POOL
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Name:
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Tana L. Pool
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Title:
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Vice President and General Counsel
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Exhibit Index
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Exhibit No.
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Exhibit
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99.1
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Joinder Agreement and Fourth Amendment to Underwriting,
Continuing Indemnity and Security Agreement, dated as of March
31, 2009, among American Home Assurance Company, National
Union Fire Insurance Company of Pittsburgh, Pa., The Insurance
Company of the State of Pennsylvania, Liberty Mutual Insurance
Company, Liberty Mutual Fire Insurance Company, Safeco
Insurance Company of America, Federal Insurance Company,
Quanta Services, Inc., and the other Indemnitors identified
therein.
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JOINDER AGREEMENT AND FOURTH AMENDMENT
TO
UNDERWRITING, CONTINUING INDEMNITY AND SECURITY AGREEMENT
This JOINDER AGREEMENT AND FOURTH AMENDMENT TO UNDERWRITING, CONTINUING INDEMNITY AND SECURITY
AGREEMENT (“Joinder Agreement”), dated as of March 31, 2009, is made by American Home Assurance
Company, National Union Fire Insurance Company of Pittsburgh, Pa., and The Insurance Company of the
State of Pennsylvania (collectively “AIG”); and Liberty Mutual Insurance Company, a Massachusetts
company, Liberty Mutual Fire Insurance Company, and Safeco Insurance Company of America
(collectively, the “New Co-Surety”); Federal Insurance Company, an Indiana corporation (“Federal”);
and Quanta Services, Inc., a Delaware corporation (the “Company”), and the other undersigned
Indemnitors.
WITNESSETH:
WHEREAS, Federal, the Company, and the other Indemnitors are party to that certain
Underwriting, Continuing Indemnity and Security Agreement, dated as of March 14, 2005, as amended
by that certain Joinder Agreement and Amendment to Underwriting, Continuing Indemnity, and Security
Agreement dated as of November 28, 2006, wherein AIG was added as a Surety, as further amended by
that certain Second Amendment to Underwriting, Continuing Indemnity, and Security Agreement dated
as of January 9, 2008, and by that certain Joinder and Third Amendment to Underwriting, Continuing
Indemnity, and Security Agreement dated as of December 19, 2008 (collectively the “Underwriting
Agreement”);
WHEREAS, Federal and Bank of America, N.A., a national banking association, as Lender Agent on
behalf of the other Lender Parties (as therein defined), are party to that certain Intercreditor
Agreement dated March 14, 2005, as modified by that certain Joinder Certificate dated November 28,
2006, wherein AIG was added as a Surety (collectively the “Intercreditor Agreement”);
WHEREAS, the Company, the other Indemnitors, Federal and the New Co-Surety desire that the New
Co-Surety become a party to the Underwriting Agreement and a co-surety thereunder in accordance
with Section 46 of the Underwriting Agreement;
WHEREAS, concurrently with the execution and delivery of this Agreement, the New Co-Surety is
executing and delivering to the Lender Agent (as defined in the Intercreditor Agreement) a Joinder
Certificate, of even date herewith;
WHEREAS, concurrently with their entry into this Joinder Agreement, Federal and the New
Co-Surety are entering into a Co-Surety Agreement; and
WHEREAS, this Joinder Agreement, the terms hereof and consummation of the transactions
contemplated hereby will be beneficial to the Company and the other Indemnitors.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the
parties hereto hereby agree as follows:
1.
Definitions
. Capitalized terms used in this Joinder Agreement and not otherwise
defined are used as defined in the Underwriting Agreement.
2.
Representations and Warranties
. Each party to this Joinder Agreement, individually
and for itself only, hereby represents and warrants to each of the other parties as follows:
2.1 The execution, delivery and performance by such party of this Joinder Agreement and the
performance by such party of its respective obligations under this Joinder Agreement and the
Underwriting Agreement, and the consummation of the transactions contemplated hereby and thereby,
(a) have been duly authorized by all necessary corporate or other such action, if any, and (b) do
not and will not, with or without the giving of notice or lapse of time or both, (i) contravene any
term or condition of its organizational documents or (ii) violate any applicable laws. Such party
has all requisite corporate, partnership or limited liability company power and authority to enter
into this Joinder Agreement and to perform its obligations hereunder and under the Underwriting
Agreement.
2.2 This Joinder Agreement has been duly and validly executed and delivered by such party and
this Joinder Agreement and the Underwriting Agreement constitute the legal, valid and binding
obligations of such party, enforceable against such party in accordance with their terms, subject
to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar
laws affecting creditors’ rights and remedies generally, and to general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in equity).
3.
Joinder
. By executing and delivering this Joinder Agreement, the New Co-Surety,
Federal, AIG, the Company, and each other Indemnitor hereby agree as follows:
(a) Effective as of the date of this Joinder Agreement, the New Co-Surety shall become, and
thereafter shall be, a party to the Underwriting Agreement as a co-surety thereunder, and shall be
entitled to all applicable benefits of the Underwriting Agreement and the other Surety Credit
Documents in accordance with the terms and conditions of the Underwriting Agreement and the other
Surety Credit Documents and of this Joinder Agreement, and the New Co-Surety shall be bound by, and
hereby agrees to comply with, all applicable obligations under the Underwriting Agreement and the
other Surety Credit Documents in accordance with the terms and conditions of the Underwriting
Agreement and the other Surety Credit Documents and of this Joinder Agreement.
(b) Effective as of the date of this Joinder Agreement, the definition of “Surety” in the
Underwriting Agreement shall be deemed to include the New Co-Surety; provided, however, that
notwithstanding the foregoing or anything to the contrary in the Underwriting Agreement or this
Joinder Agreement, “Surety” shall be deemed to refer only to Federal, and Federal shall be
authorized to act without the joinder of the New Co-Surety, under the following provisions in the
Underwriting Agreement:
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(i) Principal will deliver to Federal and Federal will be entitled to accept on behalf of
Federal and New Co-Surety any cash and/or letters of credit that are delivered pursuant to clauses
(b), (d), (e) and (j) of the definition of “Event of Default” in Section 1 of the Underwriting
Agreement;
(ii) Section 2 of the Underwriting Agreement;
(iii) The second sentence in the third paragraph in Section 5 of the Underwriting Agreement;
(iv) The first sentence in the fourth paragraph in Section 5 of the Underwriting Agreement;
and
(v) Any provision relating to a Bond issued by Federal without the participation of the New
Co-Surety including, without limitation, any waiver or consent relating to any such Bond or related
Bonded Contract (including, without limitation, pursuant to Section 37 of the Underwriting
Agreement).
(c) Notwithstanding the foregoing or anything to the contrary in the Underwriting Agreement or
this Joinder Agreement, “Surety” shall not be deemed to refer to New Co-Surety, and Federal and/or
AIG, as appropriate, shall be authorized to act without the joinder of the New Co-Surety, under any
provision relating to a Bond issued by Federal and/or AIG without the participation of the New
Co-Surety including, without limitation, any waiver or consent relating to any such Bond or related
Bonded Contract (including, without limitation, pursuant to Section 37 of the Underwriting
Agreement).
(d) For purposes of Section 38 of the Underwriting Agreement, the following address of the New
Co-Surety shall be added to the address for notices to the Surety:
Liberty Mutual Insurance Company
450 Plymouth Road, Suite 400
Plymouth Meeting, PA 19462
Attn: Virginia C. Boyle
4.
Consent
. The Company hereby consents to the joinder of the New Co-Surety pursuant
to this Joinder Agreement in accordance with Section 46 of the Underwriting Agreement.
5.
Further Instruments and Actions
. The parties to this Joinder Agreement hereby
agree to execute such further instruments and to take such further action as may reasonably be
necessary to carry out the intent and purpose of this Joinder Agreement.
6.
Information and Agreements
. The New Co-Surety hereby acknowledges and agrees that
it has received the Underwriting Agreement and the Intercreditor Agreement, including, without
limitation, all of the respective exhibits and schedules thereto, together with all other documents
and information (including, without limitation, financial information) as it
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has deemed necessary or appropriate to make its own determination to enter into this Joinder
Agreement.
7.
Amendment
. This Joinder Agreement may not be amended or modified except by a
writing signed by or on behalf of each of the parties hereto.
8.
Headings
. The section headings in this Joinder Agreement are included for
convenience of reference only and shall not constitute a part of this Joinder Agreement for any
other purpose.
9.
Governing Law
. This Joinder Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York (without giving effect to its
conflict of laws principles).
10.
Ratification
. The Underwriting Agreement, the other Surety Credit Documents and
any other documents executed and delivered pursuant thereto or in connection therewith are each
ratified and confirmed in all respects and shall remain in full force and effect in accordance with
their respective terms.
11.
Entire Agreement
. This Joinder Agreement, together with the Underwriting
Agreement and the other Surety Credit Documents, represent the entire agreement between the parties
hereto concerning the subject matter hereof, and all oral discussions and prior agreements are
merged herein.
12.
Severability
. Should any provision of this Joinder Agreement be invalid or
unenforceable for any reason, the remaining provisions hereof will remain in full effect.
13.
Binding Agreement
. This Joinder Agreement, and the terms, covenants, and
conditions hereof, will be binding upon the parties hereto and their respective successors and
assigns, and will inure to the benefit of the parties, and their respective successors and
permitted assigns.
14.
Counterparts
. This Joinder Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument. A facsimile copy of an executed original counterpart of this Joinder Agreement
shall have the same force and effect as an executed original counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of the date
first above written.
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NEW CO-SURETY:
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LIBERTY MUTUAL INSURANCE COMPANY
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By:
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/s/ William J. Misero
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Name:
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William J. Misero
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Title:
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Assistant Secretary
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LIBERTY MUTUAL FIRE INSURANCE COMPANY
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By:
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/s/ William J. Misero
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Name:
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William J. Misero
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Title:
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Assistant Secretary
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SAFECO INSURANCE COMPANY OF AMERICA
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By:
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/s/ William J. Misero
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Name:
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William J. Misero
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Title:
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Assistant Secretary
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AIG:
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AMERICAN HOME ASSURANCE COMPANY
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NATIONAL UNION FIRE INSURANCE
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COMPANY OF PITTSBURGH, PA.
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THE INSURANCE COMPANY OF THE STATE
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OF PENNSYLVANIA
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By:
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/s/ Kevin M. Maroney
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Name:
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Kevin M. Maroney
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Title:
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Assistant Vice President
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FEDERAL:
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FEDERAL INSURANCE COMPANY
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By:
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/s/ James E. Altman
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Name:
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James E. Altman
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Title:
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Vice President
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PRINCIPAL/INDEMNITORS:
QUANTA SERVICES, INC.
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By:
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/s/ Darren B. Miller
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Name:
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Darren B. Miller
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Title:
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Vice President-Information Technology and
Administration
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ADVANCED TECHNOLOGIES AND
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INSTALLATION CORPORATION
ALLTECK LINE CONTRACTORS (USA), INC.
AUSTIN TRENCHER, INC.
BLAIR PARK SERVICES, LLC
BRADFORD BROTHERS, INCORPORATED
CAN-FER CONSTRUCTION COMPANY
CCLC, INC.
CMI SERVICES, INC.
CONTI COMMUNICATIONS, INC.
CROCE ELECTRIC COMPANY, INC.
DACON CALIFORNIA, INC.
DACON, LLC
DASHIELL CALIFORNIA, INC.
DASHIELL, LLC
DILLARD SMITH CONSTRUCTION COMPANY
FIVE POINTS CONSTRUCTION CO.
GLOBAL ENERCOM MANAGEMENT, INC.
GOLDEN STATE UTILITY CO.
H.L. CHAPMAN PIPELINE CONSTRUCTION,
INC.
INFRASOURCE POWER CALIFORNIA, INC.
INFRASOURCE TELECOMMUNICATION
SERVICES, LLC
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INFRASOURCE TRANSMISSION SERVICES
COMPANY
INFRASOURCE UNDERGROUND
CONSTRUCTION CALIFORNIA, INC.
INFRASOURCE UNDERGROUND
CONSTRUCTION, INC.
INFRASOURCE UNDERGROUND
CONSTRUCTION, LLC
INFRASOURCE UNDERGROUND
CONSTRUCTION SERVICES, LLC
INFRASOURCE UNDERGROUND
INSTALLATION, LLC
INFRASOURCE UNDERGROUND SERVICES
CANADA, INC.
INTERMOUNTAIN ELECTRIC, INC.
IRBY CONSTRUCTION COMPANY
MANUEL BROS., INC.
MEARS GROUP, INC.
MEJIA PERSONNEL SERVICES, INC.
METRO UNDERGROUND SERVICES, INC. OF
ILLINOIS
M.J. ELECTRIC CALIFORNIA, INC.
M.J. ELECTRIC, LLC
NETWORK ELECTRIC COMPANY
NORTH SKY COMMUNICATIONS, INC.
PAR ELECTRICAL CONTRACTORS, INC.
PARKSIDE SITE & UTILITY COMPANY
CORPORATION
PARKSIDE UTILITY CONSTRUCTION CORP.
PAULEY CONSTRUCTION INC.
POTELCO, INC.
PROFESSIONAL TELECONCEPTS, INC. (IL)
PROFESSIONAL TELECONCEPTS, INC. (NY)
QUANTA DELAWARE, INC.
QUANTA GOVERNMENT SERVICES, INC.
QUANTA GOVERNMENT SOLUTIONS, INC.
QUANTA UTILITY INSTALLATION
COMPANY, INC.
QUANTA UTILITY SERVICES — GULF
STATES, INC.
R.A. WAFFENSMITH & CO., INC.
SOUTHWEST TRENCHING COMPANY, INC.
SPALJ CONSTRUCTION COMPANY
SUMTER UTILITIES, INC.
SUNESYS, LLC
THE RYAN COMPANY, INC.
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TOM ALLEN CONSTRUCTION COMPANY
TRAWICK CONSTRUCTION COMPANY, INC.
UNDERGROUND CONSTRUCTION CO., INC.
UTILITY LINE MANAGEMENT SERVICES,
INC.
VCI TELCOM, INC.
W.C. COMMUNICATIONS, INC.
WINCO, INC.
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By:
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/s/ Tana L. Pool
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Name:
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Tana L. Pool
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Title:
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Vice President
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QUANTA UTILITY SERVICES, LLC
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By:
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Mejia Personnel Services, Inc.,
Its Sole Member
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By:
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/s/ Tana L. Pool
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Name:
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Tana L. Pool
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Title:
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Vice President
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OKAY CONSTRUCTION COMPANY, LLC
TJADER, L.L.C.
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By:
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Spalj Construction Company,
Its Sole Member
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By:
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/s/ Tana L. Pool
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Name:
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Tana L. Pool
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Title:
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Vice President
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MEARS/CPG LLC
MEARS ENGINEERING/ LLC
MEARS/HDD, LLC
MEARS SERVICES LLC
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By:
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Mears Group, Inc., The Sole Member of
each of the foregoing limited liability
companies
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By:
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/s/ Tana L. Pool
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Name:
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Tana L. Pool
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Title:
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Vice President
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DIGCO UTILITY CONSTRUCTION, L.P.
LINDSEY ELECTRIC, L.P.
NORTH HOUSTON POLE LINE, L.P.
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By:
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Mejia Personnel Services, Inc.,
Its General Partner
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By:
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/s/ Tana L. Pool
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Name:
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Tana L. Pool
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Title:
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Vice President
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QUANTA SERVICES MANAGEMENT
PARTNERSHIP, L.P.
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By:
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QSI, Inc., Its General Partner
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By:
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/s/ Tana L. Pool
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Name:
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Tana L. Pool
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Title:
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Vice President
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SPECTRUM CONSTRUCTION CONTRACTING,
L.L.C.
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By:
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Conti Communications, Inc.,
its Sole Member
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By:
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/s/ Tana L. Pool
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Name:
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Tana L. Pool
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Title:
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Vice President
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