0000950129-07-004509 Sample Contracts

FIRST AMENDMENT TO AMENDED AND RESTATED PLEDGE AGREEMENT
Pledge Agreement • September 6th, 2007 • Quanta Services Inc • Electrical work • New York

THIS FIRST AMENDMENT TO AMENDED AND RESTATED PLEDGE AGREEMENT dated as of August 30, 2007 (the “First Amendment”) is entered into by and among the parties identified as “Pledgors” on the signature pages attached hereto and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), for the ratable benefit of the holders of the Secured Obligations (as defined in the Pledge Agreement (as defined below)), and amends the Pledge Agreement (as defined below). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

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FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • September 6th, 2007 • Quanta Services Inc • Electrical work • New York

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 30, 2007 (the “First Amendment”) is entered into among Quanta Services, Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders party hereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

AMENDMENT NO. 1 TO AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • September 6th, 2007 • Quanta Services Inc • Electrical work • Delaware

This Amendment No. 1 (the “Amendment”) to the Amended and Restated Management Agreement, dated January 15, 2007 (the “Agreement”), by and between InfraSource Services, Inc., a Delaware corporation (the “Company”) and Terence R. Montgomery (“Executive”) is made effective as of, and contingent upon, the effective time of the merger contemplated by the Agreement and Plan of Merger dated as of March 18, 2007 entered into by and among Quanta Services, Inc., a Delaware corporation (“Parent”), Quanta MS Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company (the “Merger Agreement”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • September 6th, 2007 • Quanta Services Inc • Electrical work • Delaware

This Amendment No. 1 (the “Amendment”) to the Amended and Restated Management Agreement, dated December 29, 2006 (the “Agreement”), by and between InfraSource Services, Inc., a Delaware corporation (the “Company”) and David R. Helwig (“Executive”) is made effective as of, and contingent upon, the effective time of the merger contemplated by the Agreement and Plan of Merger dated as of March 18, 2007 entered into by and among Quanta Services, Inc., a Delaware corporation (“Parent”), Quanta MS Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company (the “Merger Agreement”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • September 6th, 2007 • Quanta Services Inc • Electrical work • Delaware

This Amendment No. 1 (the “Amendment”) to the Amended and Restated Management Agreement, dated January 25, 2007 (the “Agreement”), by and between InfraSource Services, Inc., a Delaware corporation (the “Company”) and R. Barry Sauder (“Executive”) is made effective as of, and contingent upon, the effective time of the merger contemplated by the Agreement and Plan of Merger dated as of March 18, 2007 entered into by and among Quanta Services, Inc., a Delaware corporation (“Parent”), Quanta MS Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company (the “Merger Agreement”).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • September 6th, 2007 • Quanta Services Inc • Electrical work • Delaware

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made on August 30, 2007 by and between InfraSource Services, Inc., a Delaware corporation (the “Company”) and Quanta Services, Inc., a Delaware corporation (“Parent”) with respect to the Company’s 2003 Omnibus Stock Incentive Plan and 2004 Omnibus Stock Incentive Plan (collectively, the “Plans”) and the options (“Company Options”) to acquire shares of the Common Stock of the Company, par value $0.001 per share (“Company Common Stock”) and restricted shares of the Company Common Stock that have been issued thereunder (“Company Restricted Shares” and, together with Company Options, the “Stock Awards”).

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