STOCKHOLDER'S VOTING AGREEMENT
THIS STOCKHOLDER'S VOTING AGREEMENT ("Agreement") is made as of this
21st day of September 1999, by and among UtiliCorp United Inc., a Delaware
corporation ("UtiliCorp"), Quanta Services, Inc., a Delaware corporation
("Quanta"), and the undersigned stockholder of Quanta (the "Stockholder").
RECITALS
A. The Stockholder owns certain outstanding shares of the capital stock of
Quanta.
B. UtiliCorp is purchasing, concurrently herewith pursuant to that certain
Securities Purchase Agreement of even date herewith (the "Purchase Agreement"),
shares of Quanta's Series A convertible preferred stock (the "Purchased
Shares").
C. The Stockholder and UtiliCorp wish to ensure that UtiliCorp is able to
hold and exit its investment in a tax-efficient manner.
D. Capitalized terms used herein but not otherwise defined herein shall
have the meanings ascribed to them in the Purchase Agreement.
AGREEMENT
In consideration of the benefits to be received by the Stockholder from
UtiliCorp's investment in the Purchased Shares, the consummation of the sale and
purchase of the Purchased Shares, and for other valuable consideration, the
sufficiency and receipt of which is hereby acknowledged, the parties hereto
agree as follows:
1. Voting of Shares. At any and all meetings of stockholders (or in any
written consent action of stockholders) of Quanta, called or held (or submitted)
for the purpose of voting to approve any of the following proposals, the
Stockholder shall vote or cause to be voted all shares of Quanta's Capital Stock
at any time owned by him or over which he has voting control ("Shares"), and
otherwise use his best efforts while he owns or has voting control over such
Shares, so as to approve:
(a) any proposal recommended by the Quanta Board of Directors for the
purpose of enabling UtiliCorp to exit its investment in the Capital Stock
of Quanta in the most tax efficient manner (as determined by UtiliCorp in
the reasonable exercise of its discretion), including, but not limited to,
a redemption or a series of redemptions at fair market price or a
recapitalization of UtiliCorp's interest in Quanta and its operations on a
pretax basis;
(b) any proposal recommended by the Quanta Board of Directors for the
purpose of enabling UtiliCorp to hold shares of Common Stock acquired in
open market or privately negotiated transactions in the most tax efficient
manner (as determined by UtiliCorp in the reasonable exercise of its
discretion), including but not limited to, the grant of a right to convert
or exchange such shares of Common Stock into or for a new series of
preferred stock
or a different class of common stock, in each case, having attributes
similar to the Purchased Shares; and
(c) any ancillary actions that are necessary or appropriate to
effectuate and implement the foregoing proposals in paragraphs (a) and (b)
of this Section 1.
2. Binding Effect. This Agreement shall be binding upon the Stockholder and
his respective heirs, executors, administrators, legal representatives, and
successors.
3. Term and Termination. This Agreement will commence on the date first
above written and terminate automatically at any time that UtiliCorp's Fully
Diluted Ownership Ratio (as defined in Quanta's Certificate of Incorporation, as
amended) is less than 5%.
4. No Revocation. The voting agreements contained herein are coupled with
an interest and may not be revoked, except by written consent of UtiliCorp.
5. Deposit of Agreement. A counterpart of this Agreement will forthwith be
deposited with Quanta at its Secretary's office.
6. General.
(a) Severability. The provisions of this Agreement are severable, so
that the invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other term or
provision of this Agreement, which shall remain in full force and effect.
(b) Specific Performance. In addition to any and all other remedies
that may be available at law in the event of any breach of this Agreement,
UtiliCorp will be entitled to specific performance of the agreements and
obligations of Quanta and the Stockholder hereunder and to such other
injunctive or other equitable relief as may be granted by a court of
competent jurisdiction.
(c) Governing Law. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of Missouri.
(d) Notices. Any and all notices required to be made under this
Agreement shall be in writing, signed by the party giving such notice and
will be delivered personally, or sent by registered or certified mail,
return receipt requested, telecopy, or air courier guaranteeing overnight
delivery to UtiliCorp, Quanta and the Stockholder at their respective
addresses as follows:
If to UtiliCorp:
UtiliCorp United Inc.
00 Xxxx Xxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx, President
Telecopier: (000) 000-0000
E-mail: xxxxxx@xxxxxxxxx.xxx
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If to the Company:
Quanta Services, Inc.
0000 Xxxx Xxx Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Vice President and General Counsel
Telecopier: (000) 000-0000
E-mail: xxxxxxxx@xxxxxxxxxxxxxx.xxx
If to the Stockholder:
(See address shown on the signature page).
(e) Complete Agreement; Amendments. This Agreement constitutes the
full and complete agreement of the parties hereto with respect to the
subject matter hereof. No amendment, modification or termination of any
provision of this Agreement shall be valid unless in writing and signed by
the parties hereto.
(f) Pronouns. Whenever the context may require, any pronouns used in
this Agreement shall include the corresponding masculine, feminine or
neuter forms, and the singular form of nouns and pronouns shall include the
plural, and vice-versa.
(g) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute one Agreement binding on all
the parties hereto.
(h) Captions. Captions of sections have been added only for
convenience and shall not be deemed to be a part of this Agreement.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.
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IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto
as of the date first above written.
UILICORP UNITED INC.,
a Delaware corporation
By /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: President
QUANTA SERVICES, INC.,
a Delaware corporation
By /s/Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title President
STOCKHOLDER
Name: ____________________________
Address: ____________________________
Fax: ____________________________
E-mail: ____________________________
SIGNATURE PAGE TO
STOCKHOLDER'S VOTING AGREEMENT
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