Exhibit 10.15
Quanta Services, Inc.
0000 Xxxx Xxx Xxxx., Xxxxx 0000
Xxxxxxx, Xxxxx 00000
September 21, 1999
UtiliCorp United Inc.
Twenty Xxxx Xxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Gentlemen:
Notwithstanding anything to the contrary contained in that certain
Management Services Agreement ("Agreement") dated as of September 21, 1999 by
and between Quanta Services, Inc. ("Company") and UtiliCorp United Inc.
("UtiliCorp"), to the extent that the Company is in default under the Credit
Agreement or the Notes (as such terms are hereinafter defined), or to the extent
that payment of any portion of the management services fee provided for in the
Agreement ("Management Services Fee") would cause the Company to be in violation
of the covenants (giving pro forma effect to the payment of such fee) set forth
in (i) the Third Amended and Restated Secured Credit Agreement dated as of June
14, 1999 among the Company and the several financial institutions named therein
as lenders ("Credit Agreement"), or (ii) the Convertible Subordinated Notes
issued by the Company to Enron Capital & Trade Resources Corp. and Joint Energy
Development Investments II Limited Partnership, respectively, and the Securities
Purchase Agreement dated as of September 29, 1998 related thereto (collectively,
the "Notes"), or as the Credit Agreement or the Notes may be amended, modified,
supplemented or increased from time to time and including any other agreements
executed in connection with any refinancing of the indebtedness incurred
thereunder, then the Company shall pay only such portion of the Management
Services Fee as will allow it to remain in compliance with the covenants of the
Credit Agreement and the Notes. In that event, any unpaid Management Services
Fee balance shall be added to the next regularly scheduled payment and shall be
due and payable therewith (but subject to the same limitations set forth in the
preceding sentence with respect to compliance with the Credit Agreement and the
Notes).
[Signature Page Follows]
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[Signature Page]
Very truly yours,
Quanta Services, Inc.
/s/ XXXX XXXXXXX
By: _____________________________
Xxxx Xxxxxxx
Vice President and General Counsel
Accepted and Agreed:
UtiliCorp United Inc.
/s/ XXXXXX X. XXXXX
By: ___________________________
Xxxxxx X. Xxxxx
President
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