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EXHIBIT 2
[Execution Version]
PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT
(QUANTA SERVICES, INC.)
This Partial Assignment and Assumption Agreement (this "Agreement"),
dated as of December 21, 1999 (the "Effective Date"), is between Enron North
America Corp., a Delaware corporation (the "Assignor"), and SE Thunderbird L.P.,
a Delaware limited partnership (the "Assignee") and is delivered pursuant to
that certain Purchase and Sale Agreement of even date herewith between Assignee
and Assignor (the "Purchase and Sale Agreement").
In the event of a conflict between the terms of this Agreement and the
Purchase and Sale Agreement, the Purchase and Sale Agreement shall control.
Terms capitalized for other than grammatical purposes in this Agreement and not
defined herein have the meanings set forth in the Purchase and Sale Agreement,
and the following terms shall have the following definitions:
"Registration Rights Agreement" means the Registration Rights Agreement
dated as of September 29, 1998 among Quanta, Joint Energy Development
Investments II Limited Partnership ("JEDI-II"), and Assignor, as
amended by a First Amendment to Securities Purchase Agreement and
Registration Rights Agreement, dated as of September 21, 1999, among
Quanta, JEDI-II, and ECT Merchant Investments Corp., (the "First
Amendment"), as modified by a Letter Agreement dated September 21, 1999
among Quanta, JEDI-II, ECT Merchant Investments Corp., and UtiliCorp
United Inc. (the "Letter Agreement"), as the foregoing may have been
amended, modified and supplemented from time to time.
"Securities Purchase Agreement" means the Securities Purchase Agreement
dated as of September 29, 1998 among Quanta, JEDI-II, and Assignor, as
amended by the First Amendment and the Letter Agreement, as the
foregoing may have been amended, modified and supplemented from time to
time.
PART I
GRANTING CLAUSE
1. Registration Rights Agreement. For ten dollars ($10.00) and other
good and valuable consideration, the receipt and sufficiency of which Assignor
hereby acknowledges, Assignor has transferred, bargained, conveyed and assigned,
and does hereby transfer, bargain, convey and assign to Assignee, effective for
all purposes as of the Effective Date, the Registration Rights Agreement,
including, without limitation, all rights, privileges and obligations related
thereto, but only to the extent that the foregoing relate to the Quanta
Convertible Note; provided, however, that Assignor's rights and duties with
respect to any other debt, equity or other instruments of Quanta held by
Assignor shall not be assigned or delegated pursuant to this Agreement.
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2. Securities Purchase Agreement. For ten dollars ($10.00) and other
good and valuable consideration, the receipt and sufficiency of which Assignor
hereby acknowledges, Assignor has transferred, bargained, conveyed and assigned,
and does hereby transfer, bargain, convey and assign to Assignee, effective for
all purposes as of the Effective Date, the Securities Purchase Agreement,
including, without limitation, all rights, privileges and obligations related
thereto, but only to the extent that the foregoing relate to the Quanta
Convertible Note; provided, however, that Assignor's rights and duties with
respect to any other debt, equity or other instruments issued by Quanta held by
Assignor or JEDI-II shall not be assigned or delegated pursuant to this
Agreement; and further provided, that nothing herein shall assign any of
Assignor's rights or obligations pursuant to Sections 2.06 and 6.07 of the
Securities Purchase Agreement, all of which are retained by Assignor.
TO HAVE AND TO HOLD, subject to the terms, exceptions and other
provisions herein stated, the foregoing unto Assignee, its successors and
assigns, forever.
PART II
ASSUMPTION OF OBLIGATIONS BY ASSIGNEE
Assignee has and by these presents does hereby fully assume and agrees
to perform and timely discharge from and after the Effective Date all
liabilities, duties and obligations of the Assignor that are attributable to the
ownership of the foregoing assigned rights, including, without limitation, all
liabilities, duties and obligations of the Assignor that arise under the
Registration Rights Agreement and the Securities Purchase Agreement. Assignee
agrees to be bound by all of the terms of such agreements.
PART III
MISCELLANEOUS
3.1 SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to the
benefit of Assignor and Assignee and their respective successors and assigns.
3.2 GOVERNING LAW. This Agreement shall be governed by and interpreted
in accordance with the laws of the State of Texas, except to the extent that it
is mandatory that the law of some other jurisdiction shall apply.
3.4 CAPTIONS. The captions in this Agreement are for convenience only
and shall not be considered a part of or affect the construction or
interpretation of any provision of this Agreement.
3.5 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
[signature lines follow]
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IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, all as of
the day and year first above written.
SE THUNDERBIRD L.P. ENRON NORTH AMERICA CORP.
By: Blue Heron I LLC, its general
partner
By: Whitewing Associates L.P., its sole
member
By: Whitewing Management LLC, its general
partner
By: Egret I LLC, its managing member By:
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Name:
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Title:
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By:
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Name:
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Title:
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