EXHIBIT 10.43
AMENDMENT NO. 2 TO
SETTLEMENT AND GOVERNANCE AGREEMENT
This Amendment No. 2 to Settlement and Governance Agreement (this
"Amendment") dated and effective as of April 10, 2003 is entered into by and
between Quanta Services, Inc. ("Quanta") and Aquila, Inc. ("Aquila").
RECITALS
WHEREAS, Quanta and Aquila have entered into that certain Settlement
and Governance Agreement dated as of May 20, 2002, as amended, pursuant to which
the parties agreed, among other things, that the board of directors of Quanta
shall include an Independent Committee; and
WHEREAS, Quanta and Aquila desire to amend the Settlement and
Governance Agreement (the "Agreement") in the manner set forth in this
Amendment.
NOW, THEREFORE, the parties hereto hereby agrees as follows:
1. Definitions. Capitalized terms used and not otherwise defined herein
have the meanings set forth in the Agreement.
2. Amendment. Sections 2.03(a) and (b) of the Agreement are hereby
amended and restated in its entirety to read as follows:
(a) Outside Directors. Unless and until all of the outstanding
Capital Stock of the Company is owned by Stockholder or Stockholder no
longer holds any equity of the Company, there will at all times be at
least three directors on the Board of Directors who are Independent
("Outside Directors") of both the Company and Stockholder. Stockholder
shall perform its obligations under this Article II by voting its
Shares, and directing the directors which it is entitled to nominate by
virtue of owning the Series A Preferred Stock to act, accordingly.
(b) Independent Committee.
(i) Unless and until all of the outstanding Capital Stock of
the Company is owned by Stockholder or Stockholder no
longer holds any equity of the Company, three of the
Outside Directors shall constitute a standing Committee
of Independent Directors (the "Independent Committee"),
which shall act by a majority vote of its members. The
members of the Independent Committee shall consist of an
Outside Director designated by the Stockholder, an
Outside Director designated by the chief executive
officer of the Company and a third Outside Director
designated by the two foregoing Outside Directors in
consultation with the chief
executive officers of the Company and Stockholder. The
initial members of the Independent Committee shall be
Xxxxxxxx X. Xxxx, Xxxxx X. Xxxx and a third Outside
Director mutually agreed by Messrs. Xxxx and Ball,
after consultation with the chief executive officers of
the Company and Stockholder.
3. Documents Otherwise Unchanged. Except as herein provided, the
Agreement shall remain unchanged and in full force and effect, and each
reference to the Agreement shall be a reference to the Agreement as amended
hereby and as the same may be further amended, restated, supplemented or
otherwise modified and in effect from time to time.
4. Binding Effect. This Amendment shall be binding upon and inure to
the benefit of the party hereto and its successors and assigns.
5. Governing Law. This Amendment shall be governed by and construed
under the laws of the State of Delaware (without regard to conflict of laws
principles), all rights and remedies being governed by said laws.
[signature page follows]
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IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
No. 2 to Settlement and Governance Agreement as of the date first written above.
QUANTA SERVICES, INC.
By: /s/ XXXX X. XXXXXX
--------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
AQUILA, INC.
By: /s/ XXXXX X. XXXXX
--------------------------
Name: Xxxxx X. Xxxxx
Title: Chief Operating Officer
