{"id":41086,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/intercreditor-agreement-bank-of-america-na-and-quanta-services.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"intercreditor-agreement-bank-of-america-na-and-quanta-services","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/intercreditor-agreement-bank-of-america-na-and-quanta-services.html","title":{"rendered":"Intercreditor Agreement &#8211; Bank of America NA and Quanta Services Inc."},"content":{"rendered":"<pre>\n================================================================================\n\n\n\n                             INTERCREDITOR AGREEMENT\n\n                                      AMONG\n\n                             BANK OF AMERICA, N.A.,\n                               as Collateral Agent\n\n                                       AND\n\n                             BANK OF AMERICA, N.A.,\n         individually, and as Administrative Agent for the other Lenders\n\n\n                                       AND\n\n                    THE NOTEHOLDERS WHICH ARE PARTIES HERETO\n\n          RE:               QUANTA SERVICES, INC.\n\n\n\n                           Dated as of March 23, 2000\n\n\n================================================================================\n\n\n\n\n\n\n                                TABLE OF CONTENTS\n\n\n\nSECTION                              HEADING                               PAGE\n                                                                         \nParties......................................................................1\n\nRecitals.....................................................................1\n\nSECTION 1.    DEFINED TERMS..................................................2\n\n\nSECTION 2.    APPOINTMENT OF COLLATERAL AGENT................................8\n\n\nSECTION 3.    DECISIONS RELATING TO ADMINISTRATION AND EXERCISE OF\n              REMEDIES VESTED IN THE MAJORITY BENEFITED PARTIES..............8\n\n\nSECTION 4.    APPLICATION OF MONIES AND PROCEEDS............................10\n\n\nSECTION 5.    PREFERENTIAL PAYMENTS AND SPECIAL TRUST ACCOUNT...............11\n\n\nSECTION 6.    INFORMATION...................................................12\n\n\nSECTION 7.    ADDITIONAL PARTIES............................................13\n\n\nSECTION 8.    DISCLAIMERS, INDEMNITY, ETC...................................14\n\n\nSECTION 9.    INVALIDATED PAYMENTS..........................................16\n\n\nSECTION 10.   MISCELLANEOUS.................................................17\n\n\nSignature Page..............................................................20\n\n\n\n                                      -i-\n\n\n                             INTERCREDITOR AGREEMENT\n\n         This INTERCREDITOR AGREEMENT (as amended, restated or otherwise\nmodified from time to time in accordance with the terms hereof, this\n'Agreement') is dated as of March 23, 2000 and entered into among the\nNoteholders (as hereinafter defined), and Bank of America, N.A., as the\nCollateral Agent (as hereinafter defined) individually, and as Agent (as\nhereinafter defined). This Agreement is consented to, as evidenced by their\nexecution of the acknowledgment hereto, by Quanta Services, Inc., a Delaware\ncorporation (the 'Issuer'), and by the subsidiaries of the Issuer (each a\n'Subsidiary Guarantor') which have executed Guaranties (as hereinafter defined).\nThe Issuer and each Subsidiary Guarantor are individually referred to as an\n'Obligor' and collectively as the 'Obligors.'\n\n                                    RECITALS\n\n         WHEREAS, the Issuer has entered into that certain Third Amended and\nRestated Secured Credit Agreement dated as of June 14, 1999 (said agreement, as\namended prior hereto and as it may hereafter be amended, restated, refinanced,\nor otherwise modified (including any increase in or reduction in the principal\namount thereof) from time to time the 'Existing Credit Agreement' and together\nwith any Successor Credit Agreement, as hereinafter defined, the 'Credit\nAgreement') among the Issuer and the Lenders from time to time parties thereto\n(each a 'Lender' and collectively the 'Lenders'), and Bank of America, N.A. as\nadministrative agent for the Lenders.\n\n         WHEREAS, the Subsidiary Guarantors have or will guaranty the\nobligations of the Issuer under the Credit Agreement pursuant to one or more\nSubsidiary Guaranties (the 'Bank Guaranties').\n\n         WHEREAS, the obligations of the Issuer under the Credit Agreement and\nin respect of certain Hedging Transactions (as defined below) and the\nobligations of the Subsidiary Guarantors under the Bank Guaranties are secured\npursuant to certain Bank Security Documents (as hereinafter defined), among the\nObligors and the Collateral Agent, pursuant to which the Obligors have granted a\nsecurity interest to the Collateral Agent (on behalf of the Lenders) in\nsubstantially all of their personal property to secure the Credit Obligations.\n\n         WHEREAS, the Issuer has entered into a Note Purchase Agreement dated as\nof March 1, 2000 (said agreement as amended, restated, supplemented or otherwise\nmodified from time to time, the 'Note Agreement'), between the Issuer and the\nPurchasers named therein (the 'Existing Noteholders') pursuant to which the\nExisting Noteholders purchased or will purchase the Issuer's (i) $73,000,000\n8.46% Series 2000-A Senior Secured Notes, Tranche 1 due March 1 2005, (ii)\n$41,500,000 8.55% Series 2000-A Senior Secured Notes, Tranche 2, due March 1,\n2007 and (iii) $35,500,000 8.61% Senior Secured Notes, Tranche 3, due March 1,\n2010 (collectively, the 'Existing Senior Notes').\n\n         WHEREAS, it is contemplated that additional series of senior notes may\nbe issued from time to time pursuant to one or more supplements to the Note\nAgreement to institutional investors (which may include the Existing\nNoteholders) such additional senior notes together \n\n\n\n\nwith the Existing Senior Notes being hereinafter referred to collectively as the\n'Senior Notes'). The purchasers of such additional Senior Notes which become\nParties hereto being hereinafter together with the Existing Noteholders\ncollectively referred to as the 'Noteholders'.\n\n         WHEREAS, the Parties desire that the Proceeds from the commencement of\nEnforcement (as hereinafter defined) proceedings with respect to the collateral\nunder the Security Documents shall be shared equally and ratably among the\nBenefited Parties (as hereinafter defined) in accordance with the terms of this\nAgreement.\n\n         WHEREAS, the Subsidiary Guarantors have or will guaranty the\nobligations of the Issuer under the Note Agreement and the Senior Notes pursuant\nto one or more Subsidiary Guaranties (the 'Noteholder Guaranties').\n\n         WHEREAS, the obligations of the Issuer under the Note Agreement and the\nSenior Notes and the obligations of the Subsidiary Guarantors under the\nNoteholder Guaranties are secured pursuant to certain Noteholder Security\nDocuments (as hereinafter defined), among the Obligors and the Collateral Agent,\nas collateral agent for the Noteholders, pursuant to which the Obligors have\ngranted a security interest to the Collateral Agent (on behalf of the\nNoteholders) in substantially all of their personal property to secure the\nSenior Note Obligations.\n\n         WHEREAS, the Noteholders, the Lenders and the Collateral Agent\n(individually a 'Party' and collectively the 'Parties') desire to enter into\nthis Intercreditor Agreement and further desire that Bank of America, N.A. act\nas the collateral agent on behalf of all Parties regarding the Collateral, all\nas more fully provided herein; and the Parties have entered into this Agreement\nto, among other things, further define the rights, duties, authority and\nresponsibilities of the Collateral Agent and the relationship between the\nParties regarding their pari passu interests in the Collateral.\n\n         WHEREAS, it is contemplated that the Lenders or other financial\ninstitutions (the 'Successor Lenders') may enter into one or more agreements\nwith the Obligors either extending the maturity of or refinancing all or any\nportion of the Credit Obligations (as hereinafter defined) (including an\nincrease or decrease in the principal amount thereof).\n\n         NOW, THEREFORE, in consideration of the premises and other good and\nvaluable consideration, the sufficiency and receipt of which are hereby\nacknowledged, the Parties hereto hereby agree as follows:\n\nSECTION 1.      DEFINED TERMS.\n\n         As used in this Agreement the following terms have the following\nmeanings:\n\n         'Acceleration Premium Obligations' means all obligations of the Issuer\nto pay a 'Make Whole Amount' (as defined in the Note Agreement) to the\nNoteholders as a result of the acceleration of their respective Senior Note\nObligations payable under the Note Agreement.\n\n\n                                      -2-\n\n\n\n         'Affiliate,' as applied to any Person, means any other Person directly\nor indirectly controlling, controlled by, or under common control with, that\nPerson. For the purposes of this definition, 'control' (including with\ncorrelative meanings, the terms 'controlling,' 'controlled by' and 'under common\ncontrol with'), as applied to any Person, means the possession, directly or\nindirectly, of the power to direct or cause the direction of the management and\npolicies of that Person, whether through the ownership of voting securities or\nby contract or otherwise.\n\n         'Agent' means Bank of America, N.A. in its capacity as Administrative\nAgent under the Credit Agreement and any successor Administrative Agent under\nthe Credit Agreement.\n\n         'Agreement' has the meaning ascribed to that term in the introductory\nparagraph hereto.\n\n         'Bank Documents' means the Credit Agreement, the Bank Guaranties, the\nBank Security Documents, and any other document or instrument whether now\nexisting or hereafter given to the Collateral Agent or any Lender in respect of\nthe Credit Obligations.\n\n         'Bank Guaranties' has the meaning ascribed to that term in the recitals\nhereto.\n\n         'Bank Security Documents' means any security agreement, hypothec,\nmortgage, deed of trust, pledge agreement or other agreement or instrument\npursuant to which any Obligor grants a Lien to secure the Credit Obligations\nwhether now existing or hereafter incurred.\n\n         'Bankruptcy Proceeding' means, with respect to any Person, a general\nassignment by such Person for the benefit of its creditors, or the institution\nby or against such Person of any proceeding seeking relief as debtor, or seeking\nto adjudicate such Person as bankrupt or insolvent, or seeking reorganization,\narrangement, adjustment or composition of such Person or its debts, under any\nlaw relating to bankruptcy, insolvency, reorganization or relief of debtors, or\nseeking appointment of a receiver, trustee, custodian or other similar official\nfor such Person or for any substantial part of its property.\n\n         'Benefited Obligations' means (a) all Credit Obligations, (b) all\nSenior Note Obligations, (c) all Hedging Exposure and other obligations of the\nIssuer under or arising in connection with any Interest Rate Protection\nAgreement, and (d) all other amounts payable by any Obligor under this\nAgreement, any Guaranty and the Security Documents (including, without\nlimitation, the reasonable fees and expenses of the Collateral Agent).\n\n         'Benefited Parties' means the holders, from time to time, of the\nBenefited Obligations.\n\n          'Code' means the Uniform Commercial Code as the same may from time to\ntime be in effect in the appropriate jurisdiction.\n\n         'Collateral' means all property and interests in property of any\nObligor in which a Lien has been created under the Security Documents.\n\n         'Collateral Agent' means Bank of America, N.A., in its capacity as\ncollateral agent hereunder and any successor collateral agent appointed pursuant\nto Section 8 hereof.\n\n\n                                      -3-\n\n\n\n         'Credit Agreement' has the meaning ascribed to that term in the\nrecitals hereto.\n\n         'Credit Obligations' means all outstanding and unpaid obligations of\nevery nature of the Obligors (including L\/C Obligations) from time to time to\nthe Lenders or any of them under the Credit Agreement and any other Bank\nDocuments.\n\n         'Directing Party' means, with respect to any particular instruction\ngiven to the Collateral Agent, each Party (and each Benefited Party represented\nby such Party) that has given such instruction to the Collateral Agent.\n\n         'Enforcement' means the commencement of enforcement, collection\n(including judicial or non-judicial foreclosure) or similar proceedings with\nrespect to the Collateral.\n\n         'Event of Default' means an 'Event of Default' or 'Default' as defined\nin any Financing Agreement.\n\n         'Existing Credit Agreement' has the meaning ascribed to that term in\nthe recitals hereto.\n\n         'Existing Noteholders' has the meaning ascribed to that term in the\nrecitals hereto.\n\n         'Existing Senior Notes' has the meaning ascribed to that term in the\nrecitals hereto.\n\n         'Financing Agreements' means the Bank Documents, the Noteholder\nDocuments, any Interest Rate Protection Agreement, this Agreement, the Security\nDocuments, and any other instruments, documents or agreements entered into in\nconnection with any Benefited Obligation or Financing Agreement.\n\n         'Guaranty' means any Bank Guaranty or any Noteholder Guaranty and\n'Guaranties' means the Bank Guaranties and the Noteholder Guaranties.\n\n         'Hedging Exposure' means, on any date of determination for any Hedging\nTransaction, the amount, as calculated in good faith and in a commercially\nreasonable manner by the Lender that is the Issuer's counterpart for such\nHedging Transaction, which such Lender would pay to a third party (such amount\nbeing expressed as a negative number) or receive from a third party (such amount\nbeing expressed as a positive number) in an arm's-length transaction as\nconsideration for the third party's entering into a new transaction with such\nLender in which: (a) such Lender holds the same position in the Hedging\nTransaction as it currently holds; (b) the third party holds the same position\nas the Issuer currently holds; and (c) the new transaction has economic and\nother terms and conditions identical in all respects to such Hedging Transaction\nexcept that (i) the date of calculation shall be deemed to be the date of\ncommencement of the new transaction and (ii) all period end dates shall\ncorrespond to all period end dates, if any, for such Hedging Transaction.\n\n         'Hedging Transaction' means each interest rate swap transaction, basis\nswap transaction, forward rate transaction, commodity swap transaction, equity\nindex transaction, foreign exchange transaction, cap transaction, floor\ntransaction, collar transaction, currency swap\n\n\n                                      -4-\n\n\n\ntransaction or any other similar transaction (including any option with respect\nto any of these transactions and any combination of any of the foregoing)\nentered into by the Issuer from time to time pursuant to an Interest Rate\nProtection Agreement; provided that such transaction is entered into for risk\nmanagement purposes and not for speculative purposes.\n\n         'Interest Rate Protection Agreement' means any interest rate swap, cap,\nfloor, collar, forward rate agreement, or other rate protection transaction, or\nany combination of such transactions or agreements or any option with respect to\nany such transactions or agreements now existing or hereafter entered into\nbetween the Issuer and any Lender or Successor Lender.\n\n         'Issuer' has the meaning ascribed to that term in the introductory\nparagraph hereto.\n\n         'L\/C Obligations' has the meaning set forth in the Credit Agreement.\n\n         'Lenders' has the meaning ascribed to that term in the recitals hereto.\n\n         'Letter of Credit' has the meaning set forth in the Credit Agreement.\n\n         'Lien' means any lien, mortgage, pledge, security interest, charge or\nencumbrance of any kind (including any conditional sale or other title retention\nagreement, any lease in the nature thereof, and any agreement to give any\nsecurity interest).\n\n         'Majority Benefited Parties' means (a) the Required Lenders under the\nCredit Agreement, and (b) Noteholders holding (or representing) at least 51% of\nthe outstanding principal amount of the Senior Notes, each voting as a separate\nclass, provided that if at any time the amount of the Credit Obligations or the\naggregate outstanding principal amount of the Senior Notes represents less than\n5% of the sum of the aggregate outstanding principal amount of the indebtedness\nevidenced by the Senior Notes and the amount of the Credit Obligations, then\n'Majority Benefited Parties' shall mean Benefited Parties, considered as a\nsingle class, holding more than 50% of the sum of (i) the outstanding principal\namount of the Senior Notes, plus (ii) the outstanding amount of the Credit\nObligations. Determination of the 'amount of the Credit Obligations' shall be\nbased on the commitments of the Lenders; provided that if an Event of Default\nshall exist such determination shall be based on the amount of the outstanding\nCredit Obligations.\n\n          'Non-Directing Party' means, with respect to any particular\ninstruction given to the Collateral Agent, each Party (and each Benefited Party\nrepresented by such Party) that has not given or agreed with such instruction\ngiven to the Collateral Agent.\n\n         'Note Agreement' has the meaning ascribed to that term in the recitals\nhereto.\n\n         'Noteholder Documents' means (i) the Note Agreement; (ii) the Senior\nNotes; (iii) the Noteholder Guaranties; and (iv) the Noteholder Security\nDocuments.\n\n         'Noteholder Guaranties' has the meaning ascribed to that term in the\nrecitals hereto.\n\n\n                                      -5-\n\n\n\n\n         'Noteholder Security Documents' means any security agreement, hypothec,\nmortgage, deed of trust, pledge agreement or other agreement or instrument\npursuant to which any Obligor grants a Lien to secure the Senior Note\nObligations.\n\n         'Noteholders' has the meaning ascribed to that term in the recitals\nhereto.\n\n         'Obligors' has the meaning ascribed to that term in the recitals\nhereto.\n\n         'Opinion of Counsel' means a written opinion of an attorney or firm of\nattorneys which is not an employee of the Person requesting such opinion or any\naffiliate of such Person but which may be outside counsel engaged or retained by\nsuch Person, a copy of which opinion is furnished to each Benefited Party.\n\n          'Party' has the meaning ascribed to that term in the recitals hereto.\n\n         'Person' means any individual, corporation, partnership, limited\nliability company, trust or other entity.\n\n         'Preferential Payment' means any payments (including payments from any\nSubsidiary Guarantor) or Proceeds from any Obligor or any other source with\nrespect to the Benefited Obligations (including from the exercise of any\nset-off) which are:\n\n                  (i) received by a Benefited Party within 90 days prior to the\n         commencement of a Bankruptcy Proceeding with respect to any Obligor, or\n         the acceleration of any Senior Notes or the Credit Obligations, and\n         which payment reduces the amount of the Benefited Obligations owed to\n         such Benefited Party as of the date of commencement of such Bankruptcy\n         Proceedings or the date of such acceleration below the amount owed to\n         such Benefited Party as of the 90th day prior to such occurrence, or\n\n                  (ii) received by a Benefited Party (A) within 90 days prior to\n         the occurrence of any other Event of Default which has not been waived\n         or cured within 45 days after the occurrence thereof and which payment\n         reduces the amount of the Benefited Obligations owed to such Benefited\n         Party as of the date of occurrence of such Event of Default below the\n         amount owed to such Benefited Party as of the 90th day prior to the\n         occurrence of such Event of Default or (B) within 45 days after the\n         occurrence of such Event of Default, or\n\n                 (iii) received by a Benefited Party after the occurrence of a\n         Special Event of Default (except as provided in Section 5(b)) and such\n         payment reduces the amount of the Benefited Obligations owed to such\n         Party as of the date of the occurrence of such Special Event of\n         Default.\n\n         'Proceeds' has the meaning assigned to it under the Code and, in any\nevent, includes, but is not limited to, (a) any and all proceeds of any\ncollection, sale or other disposition of the Collateral, (b) any and all amounts\nfrom time to time paid or payable under or in connection with \n\n\n                                      -6-\n\n\n\nany of the Collateral and (c) amounts collected by the Collateral Agent or any\nLender by way of off-set, deduction or counterclaim.\n\n         'Required Lenders' means those Lenders having aggregate percentages of\nthe revolving loan commitments under the Credit Agreement entitled to direct the\nAgent to act or refrain from acting in its capacity as agent under the Credit\nAgreement.\n\n         'Required Noteholders' means, with respect to any particular Event of\nDefault which shall at the time exist under any Note Agreement, the percentage\nof Noteholders required to waive such Event of Default under the provisions of\nsuch Note Agreement or, if the Senior Notes under the applicable Note Agreement\nshall have been accelerated, the percentage of Noteholders required to rescind\nsuch acceleration under the provisions of such Note Agreement.\n\n         'Security Documents' means the Bank Security Documents and the\nNoteholder Security Documents.\n\n         'Senior Debt' means debt for borrowed money, including Senior Notes\nissued after the date of this Agreement but excluding debt outstanding under the\nCredit Agreement, which is not subordinated in right of payment to any other\nobligation of the Issuer.\n\n         'Senior Note Obligations' means all outstanding and unpaid obligations\nof every nature of the Obligors from time to time to the Noteholders under the\nNoteholder Documents, including, without limitation, the Acceleration Premium\nObligations and all fees, collection costs and other expenses otherwise accruing\nunder the Noteholder Documents.\n\n         'Senior Notes' means all senior notes issued pursuant to the Note\nAgreement.\n\n         'Special Event of Default' shall mean (i) the commencement of a\nBankruptcy Proceeding with respect to any Obligor, (ii) any other Event of\nDefault which has not been waived or cured within 45 days after the occurrence\nthereof, or (iii) the acceleration of any Senior Notes or the Credit\nObligations.\n\n         'Special Trust Account' shall mean that certain interest bearing trust\naccount maintained by the Collateral Agent for the purpose of receiving and\nholding Preferential Payments.\n\n         'Subsidiary Guarantor' has the meaning ascribed to that term in the\nrecitals hereto.\n\n         'Successor Credit Agreement' shall mean any replacement, refinancing or\nrestructuring of the Existing Credit Agreement; provided that each Successor\nLender thereunder or an agent acting on behalf of all such Successor Lenders has\nexecuted an acknowledgment to this Agreement in the form attached hereto as\nExhibit A.\n\n         'Successor Lenders' has the meaning ascribed to that term in the\nrecitals hereto.\n\n\n                                      -7-\n\n\n\nSECTION 2.      APPOINTMENT OF COLLATERAL AGENT.\n\n         Agent and each Noteholder hereby acknowledges that it has appointed\nBank of America, N.A. to serve as the Collateral Agent and authorized the\nCollateral Agent to act as agent for the Benefited Parties for the purposes of\nexecuting and delivering on behalf of the Benefited Parties the Security\nDocuments and, subject to the provisions of this Agreement, enforcing the\nBenefited Parties' rights in respect of the Collateral and the obligations of\nthe Obligors under the Security Documents.\n\nSECTION 3.        DECISIONS RELATING TO ADMINISTRATION AND EXERCISE OF REMEDIES\n                  VESTED IN THE MAJORITY BENEFITED PARTIES.\n\n         (a) The Collateral Agent agrees that it will not commence Enforcement\nwithout the written approval of the Majority Benefited Parties. The Collateral\nAgent agrees to administer the Security Documents and the Collateral and to make\nsuch demands and give such notices under the Security Documents as the Majority\nBenefited Parties may request in writing, and to take such action to enforce the\nSecurity Documents and to realize upon, collect and dispose of the Collateral or\nany portion thereof as may be directed in writing by the Majority Benefited\nParties; provided that the Collateral Agent shall not be required to take any\naction (i) that is in the Opinion of Counsel contrary to law or to the terms of\nthis Agreement or the Security Documents, or that would in the Opinion of\nCounsel subject the Collateral Agent or any of its officers, employees, agents\nor directors to liability, and (ii) until the Collateral Agent shall be\nindemnified to its reasonable satisfaction by one or more of the Benefited\nParties against any and all loss, cost, expense or liability in connection\ntherewith.\n\n         (b) Each Party agrees that the Collateral Agent shall act as the\nMajority Benefited Parties may request (regardless of whether any individual\nParty or Benefited Party agrees, disagrees or abstains with respect to such\nrequest), that the Collateral Agent shall have no liability for acting in\naccordance with such request (provided such action does not conflict with the\nexpress terms of this Agreement) and that no Directing Party or Non-Directing\nParty shall have any liability to any Non-Directing Party or Directing Party,\nrespectively, for any such request. The Collateral Agent shall give prompt\nnotice to the Non-Directing Parties of action taken pursuant to the instructions\nof the Majority Benefited Parties to enforce any Security Document; provided,\nhowever, that the failure to give any such notice shall not impair the right of\nthe Collateral Agent to take any such action or the validity or enforceability\nunder this Agreement of the action so taken. Notwithstanding anything herein to\nthe contrary, the Majority Benefited Parties shall agree to release the\nCollateral from the security interests granted for the benefit of any\nNon-Directing Party only if the Collateral Agent is concurrently releasing the\nsecurity interest granted with respect to such Collateral for all Benefited\nParties having a security interest in such Collateral.\n\n         (c) Each Party agrees that the only right of a Non-Directing Party\nunder the Security Documents is for Benefited Obligations held by such\nNon-Directing Party to be secured by the Collateral for the period and to the\nextent provided in the Security Documents and in this Agreement and to receive\ntheir pro rata share of the Proceeds of the Collateral, if any, to the extent\nand at the time provided in the respective Security Documents and in this\nAgreement.\n\n\n                                      -8-\n\n\n         (d) The Collateral Agent may at any time request approval from the\nMajority Benefited Parties as to any course of action or other matter relating\nhereto or any Security Document. Except as otherwise provided in this Agreement\nor the Security Documents, directions given by the Majority Benefited Parties to\nthe Collateral Agent hereunder shall be in writing and binding on all Benefited\nParties, including all Non-Directing Parties, for all purposes.\n\n         (e) Nothing contained in this Agreement shall affect the rights of any\nParty to give the Issuer or any other Obligor notice of any default, accelerate\nor make demand for payment of their respective Benefited Obligations under the\nFinancing Agreements. If the Majority Benefited Parties instruct the Collateral\nAgent to take any action, commence any proceedings or otherwise proceed against\nthe Collateral or enforce any Security Documents, and such action or proceedings\nare or may be defective without the joinder of all Parties, then all Parties\nshall join in such actions or proceedings. Each Party agrees not to take any\naction to enforce any term or provision of the Security Documents (other than\nthe Guaranties) or to enforce any of its rights in respect of the Collateral\nexcept through the Collateral Agent in accordance with this Agreement.\n\n         (f) If the Collateral Agent has been notified in writing that an Event\nof Default has occurred, the Collateral Agent shall notify the Benefited Parties\nand may notify the Issuer of such determination. Any Benefited Party which has\nactual knowledge of an Event of Default, or facts which indicate that an Event\nof Default has occurred, shall deliver to the Collateral Agent a written\nstatement describing such Event of Default or facts. Failure to do so, however,\ndoes not constitute a waiver of such Event of Default by the Benefited Parties.\nUpon receipt of a notice from a Benefited Party of the occurrence of an Event of\nDefault, the Collateral Agent shall promptly (and in any event no later than\nthree business days after receipt of such notice in the manner provided in\nSection 10(a) hereof) give notice of such Event of Default to all Benefited \nParties.\n\n         (g) Unless an Event of Default has occurred and is continuing, the\nCollateral Agent may, without the approval of the Benefited Parties as required\nherein, release any Collateral under the Security Documents which is permitted\nto be sold or disposed of by any Obligor pursuant to the Credit Agreement and\nthe Note Agreement and execute and deliver such releases as may be necessary to\nterminate of record the Benefited Parties' security interest in such Collateral.\nSo long as no Event of Default shall have occurred and shall be continuing, the\nCollateral Agent shall release the Collateral upon the written direction of the\nRequired Lenders. The Collateral Agent shall not be required to obtain the\napproval of the Required Noteholders in connection with the release of the\nCollateral unless an Event of Default shall have occurred and shall be\ncontinuing.\n\n         (h) The Noteholders shall have the right, without the consent of the\nLenders to amend, supplement, restate or replace (including an increase or\ndecrease in the principal amount thereof) or waive the terms of the existing\nNote Agreement and the Senior Notes without in any way affecting the rights of\nthe Senior Noteholders under this Agreement. The Lenders shall have the right,\nwithout the consent of the Senior Noteholders to amend, supplement, restate or\nreplace or waive the terms of the existing Credit Agreement and the Credit\nObligations without in any way affecting the rights of the Lenders under this\nAgreement. The Noteholders will furnish a copy of any amendment to the\nNoteholder Documents to the Agent promptly after the execution and \n\n\n                                      -9-\n\n\n\n\ndelivery thereof. The Agent will furnish a copy of any amendment to the Bank\nDocuments to the Noteholders promptly after the execution and delivery thereof.\n\n         (i) Neither the Lenders nor the Noteholders shall directly or\nindirectly take any action, consent to the taking of any action, or cause or\nassist any Person to take any action, to challenge the validity, legality,\nperfection, priority or enforcement of the Security Documents or the Liens of\nthe Security Documents on the Collateral. Subject to the terms and conditions of\nthis Agreement, neither the Lenders nor the Noteholders shall directly or\nindirectly take any action, consent to the taking of any action, or cause or\nassist any Person to take any action, to challenge, object to, compete with or\nimpede in any matter any act taken or proceeding commenced by another Party in\nconnection with the Enforcement of the Credit Obligations or the Senior Note\nObligations, as the case may be.\n\nSECTION 4.      APPLICATION OF MONIES AND PROCEEDS.\n\n         (a) Any and all monies and Proceeds received by the Collateral Agent or\na Benefited Party in connection with a demand for payment or an Enforcement and\nany Preferential Payments required to be paid to all Benefited Parties in\naccordance with the provisions of Section 5, shall be delivered to the\nCollateral Agent and applied promptly by the Collateral Agent as follows:\n\n                  FIRST: To the payment of the reasonable costs and expenses of\n         such sale, collection or other realization, including reasonable fees\n         and expenses of counsel, and all reasonable expenses, liabilities and\n         advances made or incurred by the Collateral Agent in connection\n         therewith;\n\n                  SECOND: To the ratable payment of the Benefited Obligations\n         then due and owing by such Obligor; provided that with respect to\n         Benefited Obligations consisting of the undrawn amounts of outstanding\n         Letters of Credit, payment shall be made to the Collateral Agent, to be\n         retained as Collateral, for the ratable portion of the Benefited\n         Obligations consisting of such undrawn amounts of outstanding Letters\n         of Credit (provided that (i) if any such Letter of Credit is drawn\n         upon, the Collateral Agent shall pay to the Benefited Party that issued\n         such Letter of Credit the ratable portion of the amount of cash held as\n         Collateral therefor pursuant to this clause which is allocable to the\n         amount drawn upon such Letter of Credit; and (ii) if and to the extent\n         that any such Letter of Credit shall expire or terminate, the amount of\n         cash held as Collateral therefor pursuant to this clause shall be\n         applied in accordance with this subsection 4(a)), calculated in\n         accordance with the provisions of subsection 4(b); and\n\n                  THIRD: After payment in full of all Benefited Obligations, to\n         the payment to or upon the order of Obligors, or to whomsoever may be\n         lawfully entitled to receive the same or as a court of competent\n         jurisdiction may direct, of any surplus then remaining from such\n         Proceeds.\n\nUntil such monies or Proceeds are so applied, the Collateral Agent shall hold\nsuch monies or Proceeds in its custody in accordance with its regular procedures\nfor handling deposited funds.\n\n\n                                      -10-\n\n\n\n\n         (b) Any monies received by the Collateral Agent from any Obligor under\nthe Financing Agreements in connection with a demand for payment or an\nEnforcement (including, without limitation, any Proceeds received by the\nCollateral Agent in respect of the Collateral) and any Preferential Payments\n(net of any amounts applied in accordance with Section 4(a) FIRST) shall be\napplied in accordance with the priority set forth in Section 4(a) SECOND so that\neach Benefited Party shall receive payment of its proportionate amount of all\nsuch Proceeds. Payment shall be based upon the proportion which the amount of\nsuch Benefited Obligations of such Benefited Party bears to the total amount of\nall Benefited Obligations of all such Benefited Parties, including, without\nlimitation, Hedging Exposure to any Lender. For purposes of determining the\nproportionate amounts of all Benefited Obligations sharing in any such\ndistribution, (i) the amount of the outstanding Credit Obligations shall be\ndeemed to be the principal amount of the Credit Obligations then outstanding and\nall accrued interest and fees with respect thereto, and (ii) the amount of the\noutstanding Senior Note Obligations shall be deemed to be the principal amount\nof the Senior Notes then outstanding plus all accrued interest and fees with\nrespect thereto including, without limitation, the Acceleration Premium\nObligations, and (iii) the amount of the outstanding Hedging Exposure shall be\ndeemed to be the amount of Obligor's obligations then due and payable (exclusive\nof expenses or similar liabilities, but including early termination payments\nthen due) in connection with any Hedging Transaction and all accrued interest\nand fees with respect thereto.\n\n         (c) Payments by the Collateral Agent in respect of (i) the Credit\nObligations shall be made to the Agent for distribution to the Lenders in\naccordance with the Credit Agreement; (ii) the Senior Note Obligations shall be\nmade as directed in writing by the Noteholder to whom such Senior Note\nObligations are owed; and (iii) Hedging Exposure shall be made as directed by\nthe Lender to which such is owed.\n\n         (d) Such monies or Proceeds received by each Benefited Party under this\nSection shall be applied on the Benefited Obligations, first to accrued interest\non such Benefited Obligations, second to the Acceleration Premium Obligations\nand fees then due and owing, and third to the unpaid principal amount of the\nBenefited Obligations and Hedging Exposure held by such Benefited Party.\n\nSECTION 5.      PREFERENTIAL PAYMENTS AND SPECIAL TRUST ACCOUNT.\n\n         (a) The Collateral Agent shall give each Benefited Party a written\nnotice (a 'Notice of Special Default') promptly, but no later than, three\nbusiness days after being notified in writing by a Benefited Party that a\nSpecial Event of Default has occurred. After the receipt of such Notice of\nSpecial Default, all Preferential Payments other than those payments received\npursuant to Section 5(b) shall be deposited into the Special Trust Account. Each\nBenefited Party agrees that no Event of Default shall occur as a result of\npayments so made on a timely basis to the Collateral Agent.\n\n         (b) If (i) such Special Event of Default is waived by the Required\nLenders or the Required Noteholders, or both, as the case may be, and if no\nother Event of Default has occurred and is continuing, (ii) such Special Event\nof Default is cured by the Obligors or by any waiver, or amendment of the Credit\nAgreement or the Note Agreement, as the case may be, and if no other \n\n\n                                      -11-\n\n\nEvent of Default has occurred and is continuing or (iii) the Benefited\nObligations have not been accelerated and the Majority Benefited Parties have\nnot instructed the Collateral Agent to seek the appointment of a receiver,\ncommence litigation against any Obligor, liquidate the Collateral, commence a\nBankruptcy Proceeding against any Obligor, seize Collateral, or exercise other\nremedies of similar character prior to the 90th day following such Special Event\nof Default, the Collateral Agent thereupon shall return all amounts, together\nwith their pro rata share of interest earned thereon, held in the Special Trust\nAccount representing payment of any Benefited Obligations to the Benefited Party\ninitially entitled thereto, and no payments thereafter received by a Benefited\nParty shall constitute a Preferential Payment by reason of such cured or waived\nSpecial Event of Default. No payment returned to a Benefited Party for which\nsuch Benefited Party has been obligated to make a deposit into the Special Trust\nAccount shall thereafter ever be characterized as a Preferential Payment. If the\nSpecial Event of Default is an Event of Default under the terms of the Credit\nAgreement and the Note Agreement, the Collateral Agent shall not return any\npayments to the Benefited Parties pursuant to (i) above unless the Required\nLenders and the Required Noteholders have each waived such Special Event of\nDefault.\n\n         (c) Each Benefited Party agrees that upon the occurrence of a Special\nEvent of Default it shall (i) promptly notify the Collateral Agent of the\nreceipt of any Preferential Payments, (ii) hold such amounts in trust for the\nBenefited Parties and act as agent of the Benefited Parties during the time any\nsuch amounts are held by it, and (iii) deliver to the Collateral Agent such\namounts for deposit into the Special Trust Account.\n\n         (d) If the Benefited Obligations have been accelerated or the Majority\nBenefited Parties have instructed the Collateral Agent to commence Enforcement\nor commence a Bankruptcy Proceeding against any Obligor, then all funds,\ntogether with interest earned thereon, held in the Special Trust Account and all\nsubsequent Preferential Payments shall be applied in accordance with the\nprovisions of Section 4(a) above.\n\nSECTION 6.      INFORMATION.\n\n         If, in accordance with the terms of this Agreement, the Collateral\nAgent proceeds to enforce any Security Document or to collect, sell, otherwise\ndispose of or take any other action with respect to any of such agreements or\nthe Collateral or any portion thereof or proposes to take any other action\npursuant to or contemplated by this Agreement, the Parties hereto agree as\nfollows:\n\n                  (a) Each Lender shall (i) promptly from time to time, upon the\n         written request of the Collateral Agent, notify the Collateral Agent of\n         the outstanding Credit Obligations as at such date as the Collateral\n         Agent may specify; and (ii) promptly from time to time thereafter\n         notify the Collateral Agent of any payment received by such Lender to\n         be applied to satisfy Credit Obligations. Each Lender shall certify as\n         to such amounts and the Collateral Agent shall be entitled to rely\n         conclusively upon such certification.\n\n                  (b) Each Noteholder shall (i) promptly from time to time, upon\n         the written request of the Collateral Agent, notify the Collateral\n         Agent of the outstanding Senior Note Obligations owed to such\n         Noteholder as at such date as the Collateral Agent may \n\n\n                                      -12-\n\n\n         specify; (ii) promptly from time to time, upon the written request of\n         the Collateral Agent, notify the Collateral Agent of the amount that\n         would be payable as a 'Make Whole Amount' under the Note Agreement upon\n         acceleration of such Noteholder's Senior Notes or any successor\n         provision thereto if such 'Make Whole Amount' were payable as of such\n         date as the Collateral Agent may specify and (iii) promptly from time\n         to time thereafter, notify the Collateral Agent of any payment received\n         thereafter by such Noteholder to be applied to the principal of or\n         interest or 'Make Whole Amount' on the Senior Note Obligations owing to\n         such Noteholder. Each Noteholder shall certify as to such amounts and\n         the Collateral Agent shall be entitled to rely conclusively upon such\n         certification.\n\n                  (c) Each Lender party to a Hedging Transaction shall (i)\n         promptly from time to time, upon the written request of the Collateral\n         Agent, notify the Collateral Agent of the notional amount under such\n         Hedging Transaction and the amount payable by any Obligor upon early\n         termination of such Hedging Transaction at the date of termination as\n         fixed by such Interest Rate Protection Agreement and (ii) promptly from\n         time to time thereafter notify the Collateral Agent of any payment\n         received by such Lender to be applied to amounts due upon early\n         termination of such Hedging Transaction. Such Lender shall certify as\n         to such amounts and the Collateral Agent shall be entitled to rely\n         conclusively upon such certification.\n\nSECTION 7.      ADDITIONAL PARTIES.\n\n         (a) The Issuer may enter into one or more Successor Credit Agreements\nand such Successor Credit Agreement shall be secured by the Collateral as\nprovided herein and in the Security Documents; provided that each Successor\nLender party to such Successor Credit Agreement, or the agent on behalf of all\nsuch Successor Lenders to such Successor Credit Agreement, shall sign an\nacknowledgment in the form of Exhibit A attached to this Agreement, by which\neach such Successor Lender agrees to be bound by the terms of this Agreement,\nand by delivering a signed acknowledgment thereof executed by the Obligors to\nthe Collateral Agent; and provided further that on the date of execution and\ndelivery of such Successor Credit Agreement, and after giving effect to the\nindebtedness outstanding thereunder and the application of the proceeds\ntherefrom, such indebtedness would be permitted by the Note Agreement.\n\n         (b) The Issuer may enter into one or more supplements to the Note\nAgreement and the Senior Notes issued pursuant thereto shall be secured by the\nCollateral as provided herein and in the Security Documents; provided that each\nNoteholder party to such Supplement, shall sign an acknowledgment in the form of\nExhibit B attached to this Agreement, by which each such Noteholder agrees to be\nbound by the terms of this Agreement, and by delivering a signed acknowledgment\nthereof executed by the Obligors to the Collateral Agent; and provided further\nthat on the date of issuance of such additional Senior Notes, the incurrence by\nthe Issuer of such indebtedness would not constitute an Event of Default under\nthe Credit Agreement.\n\n         (c) In the case of any Successor Credit Agreement, the Collateral Agent\nshall not be required to release any Collateral to any successor Collateral\nAgent unless the Credit Obligations\n\n\n                                      -13-\n\n\n\nin respect of the outstanding Credit Agreement shall have been paid in full or\nprovision for such payment shall have been made which is satisfactory to the\nRequired Lenders and the Required Noteholders.\n\nSECTION 8.      DISCLAIMERS, INDEMNITY, ETC.\n\n         (a) The Collateral Agent shall have no duties or responsibilities as a\ntrustee except those expressly set forth in this Agreement and the Security\nDocuments. The Collateral Agent shall not be responsible to any Benefited Party\nfor any recitals, statements, representations or warranties contained in any\nFinancing Agreement or in any certificate or other document referred to or\nprovided for in, or received by any of them under, any Financing Agreement, or\nfor the value, validity, effectiveness, genuineness, enforceability or\nsufficiency of any Financing Agreement or any other document referred to or\nprovided for therein or any Lien under any of the Security Documents or the\nperfection or priority of any such Lien or for any failure by any Obligor, any\nBenefited Party or any other Person to perform any of its respective obligations\nunder any Financing Agreement. Without limiting the foregoing, the Collateral\nAgent shall not be required to take any action under any Security Document,\nincluding, without limitation, any action to perfect any security interests\ngranted in the Collateral pursuant to the Security Documents or to administer\nany Collateral unless instructed to do so by the Majority Benefited Parties.\nNeither the Collateral Agent nor any of its directors, officers, employees or\nagents shall be liable or responsible for any action taken or omitted to be\ntaken by it or them hereunder or in connection herewith, except for the gross\nnegligence or willful misconduct of any such Person.\n\n         (b) The Collateral Agent shall be entitled to rely upon any\ncertification, notice or other communication (including any thereof by telephone\nor telecopy) believed by it to be genuine and correct and to have been signed or\nsent by or on behalf of the proper Person or Persons, and upon advice and\nstatements of independent legal counsel, independent accountants and other\nexperts selected by the Collateral Agent. As to any matters not expressly\nprovided for by this Agreement, the Collateral Agent shall in all cases be fully\nprotected in acting, or in refraining from acting, hereunder in accordance with\ninstructions signed by the Majority Benefited Parties, and such instructions of\nthe Majority Benefited Parties, and any action taken or failure to act pursuant\nthereto, shall be binding on all Parties, Directing Parties and Non-Directing\nParties.\n\n         (c) The Benefited Parties agree that they will indemnify the Collateral\nAgent in its capacity as the Collateral Agent, ratably in accordance with the\namount of the Benefited Obligations held by such Benefited Parties to the extent\nneither reimbursed by Obligors under the Security Documents nor reimbursed out\nof any Proceeds pursuant to clause FIRST of Section 4(a) hereof, for any and all\nliabilities, obligations, losses, damages, penalties, actions, judgments, suits,\ncosts, expenses or disbursements of any kind or nature whatsoever that may be\nimposed on, incurred by or asserted against the Collateral Agent in any way\nrelating to or arising out of this Agreement or any of the Security Documents or\nthe enforcement of any of the terms of any thereof, including fees and expenses\nof counsel (including the allocated cost of internal counsel); provided,\nhowever, that no such Benefited Party shall be liable for any such payment to\nthe extent the obligation to make such payment is found in a final judgment by a\ncourt of competent jurisdiction to have arisen solely from the Collateral\nAgent's gross negligence or willful misconduct.\n\n\n                                      -14-\n\n\n\n\n         (d) Except for action expressly required of the Collateral Agent\nhereunder, the Collateral Agent shall, notwithstanding anything to the contrary\nin Section 8(c) hereof, in all cases be fully justified in failing or refusing\nto act hereunder unless it shall be further indemnified to its reasonable\nsatisfaction by the Parties against any and all liability and expense that may\nbe incurred by it by reason of taking or continuing to take any such action.\n\n         (e) The Collateral Agent may deem and treat the payee of any promissory\nnote or other evidence of indebtedness or obligations relating to any Benefited\nObligation as the owner thereof for all purposes hereof unless and until a\nwritten notice of the assignment or transfer thereof, signed by such payee and\nin form reasonably satisfactory to the Collateral Agent, shall have been\ndelivered to the Collateral Agent. Any request, authority or consent of any\nPerson who at the time of making such request or giving such authority or\nconsent is the holder of any such note or other evidence of indebtedness or\nobligations shall be conclusive and binding on any subsequent holder, transferee\nor assignee of such note or other evidence of indebtedness or obligations and of\nany note or notes or other evidences of indebtedness or obligations issued in\nexchange therefor.\n\n         (f) Except as expressly provided herein and in the Security Documents,\nthe Collateral Agent shall have no duty to take any affirmative steps with\nrespect to the administration or collection of amounts payable in respect of the\nSecurity Documents or the Collateral. The Collateral Agent shall incur no\nliability (except to the extent the actions or omissions of the Collateral Agent\nin connection therewith constitute gross negligence or willful misconduct) as a\nresult of any sale of any Collateral, whether at any public or private sale.\n\n         (g) The Collateral Agent may resign at any time by giving at least 30\ndays' notice thereof to the Parties (such resignation to take effect upon the\nacceptance by a successor Collateral Agent of any appointment as the Collateral\nAgent hereunder) and the Collateral Agent may be removed as the Collateral Agent\nat any time by the Majority Benefited Parties; provided that if an Event of\nDefault shall exist such removal may be effected by either (1) the Required\nLenders or (2) the Required Noteholders. In the event of any such resignation or\nremoval of the Collateral Agent, the Majority Benefited Parties shall thereupon\nhave the right to appoint a successor Collateral Agent which is not a Benefited\nParty. If no successor Collateral Agent shall have been so appointed by the\nMajority Benefited Parties and shall have accepted such appointment within 30\ndays after the notice of the intent of the Collateral Agent to resign or the\nremoval of the Collateral Agent, then the retiring Collateral Agent may, on\nbehalf of the other Parties, appoint a successor Collateral Agent. Any successor\nCollateral Agent appointed pursuant to this clause shall be a commercial bank or\nother financial institution organized under the laws of the United States of\nAmerica or any state thereof having (1) a combined capital and surplus of at\nleast $250,000,000 and (2) a rating upon its long-term senior unsecured\nindebtedness of 'A-2' or better by Moody's Investors Service, Inc. or 'A' or\nbetter by Standard &amp; Poor's Corporation.\n\n         Upon the acceptance by a successor Collateral Agent of any appointment\nas the Collateral Agent hereunder, such successor Collateral Agent shall\nthereupon succeed to and become vested with all the rights, powers, privileges\nand duties of the retiring or removed Collateral Agent, and the retiring or\nremoved Collateral Agent shall thereupon be discharged\n\n\n                                      -15-\n\n\n\nfrom its duties and obligations hereunder. After any retiring or removed\nCollateral Agent's resignation or removal hereunder as the Collateral Agent, the\nprovisions of this Section 8 shall continue in effect for its benefit in respect\nof any actions taken or omitted to be taken by it while it was acting as the\nCollateral Agent.\n\n         (h) In no event shall the Collateral Agent or any Party be liable or\nresponsible for any funds or investments of funds held by the Obligors or any of\ntheir Affiliates.\n\n         (i) With respect to its pro rata share of the Benefited Obligations,\nBank of America, N.A. (or its successor as the Collateral Agent), in its\ncapacity as Lender shall have and may exercise the same rights and powers\nhereunder and is subject to the same obligations and liabilities as and to the\nextent set forth herein for any other Benefited Party, all as if Bank of\nAmerica, N.A. were not appointed as the Collateral Agent pursuant hereto. The\nterms 'Benefited Parties,' 'Lenders' or 'Required Lenders' or any similar terms\nshall, unless the context clearly otherwise indicates, include the Collateral\nAgent or any Affiliate (or its successor as the Collateral Agent) in its\ncapacity as Lender and in its individual capacity as a Benefited Party, Lender\nor one of the Required Lenders. Bank of America, N.A. and its Affiliates may\nlend money to, and generally engage in any kind of business with, any Obligor as\nif Bank of America, N.A. were not acting as the Collateral Agent pursuant hereto\nand without any duty to account therefor to the Benefited Parties. Without\nlimiting the foregoing, each Benefited Party acknowledges that (i) Bank of\nAmerica, N.A. is both a Lender and an agent under the Credit Agreement and a\ncollateral agent under the Bank Security Documents, (ii) Bank of America, N.A.\nmay continue to engage in any credit decisions with respect to the Credit\nAgreement and any Hedging Transaction under which it is a Lender without any\nduty to account therefor to the Benefited Parties by reason of its appointment\nas the Collateral Agent and (iii) Bank of America, N.A. is acting as a\ncollateral agent under the Noteholders' Security Documents.\n\n         (j) Each Party acknowledges that it has, independently and without\nreliance upon the Collateral Agent or any other Party and based upon such\ndocuments and information as it has deemed appropriate, made its own credit\nanalysis and decision to enter into this Agreement and the other Financing\nAgreements to which it is a party. Each Party also acknowledges that it will,\nindependently and without reliance upon the Collateral Agent or any other Party\nand based upon such documents and information as it shall deem appropriate at\nthe time, continue to make its own credit decisions in taking or not taking\naction under the Financing Agreements to which it is a party.\n\nSECTION 9.      INVALIDATED PAYMENTS.\n\n         If any amount distributed by the Collateral Agent to a Benefited Party\nin accordance with the provisions of this Agreement is subsequently required to\nbe returned or repaid by the Collateral Agent or such Benefited Party to the\nObligors or any Affiliate thereof or their respective representatives or\nsuccessors in interest, whether by court order, settlement or otherwise (a\n'Repayment Event'), the Collateral Agent shall thereafter apply monies\n(including, without limitation, Proceeds) received in a manner consistent with\nthe terms of this Agreement such that all Benefited Parties receive such portion\nof the payments as would have been received had the original payment which gave\nrise to such Repayment Event not occurred. If a\n\n\n                                      -16-\n\n\n\nRepayment Event occurs which results in the Collateral Agent being required to\nreturn or repay any amount distributed by it under this Agreement, the Benefited\nParty to which such amount was distributed shall, promptly upon its receipt of a\nnotice thereof from the Collateral Agent, pay the Collateral Agent such amount;\nprovided, that if any Benefited Party shall fail to promptly pay such amount to\nthe Collateral Agent, the Collateral Agent may deduct such amount from any\namounts payable thereafter to such Benefited Party under this Agreement.\n\nSECTION 10.     MISCELLANEOUS.\n\n         (a) The Obligors acknowledge that they have actual notice of the terms\nof this Agreement, consent hereto, agree to be bound by the terms hereof and\ncovenant with each of the Parties that they will at all times during the\ncontinuance hereof comply and act in accordance with the terms and provisions of\nthis Agreement, and cause each of the other Obligors to do so. The Obligors also\nacknowledge that the terms of this Agreement are for the sole benefit of the\nLenders and Noteholders, and that nothing in this Agreement shall be construed\nas conferring any rights upon the Obligors or any third party.\n\n         (b) All notices and other communications provided for herein shall be\nin writing and may be sent by overnight air courier, facsimile communication or\nUnited States mail and shall be deemed to have been given when delivered by\novernight air courier, upon receipt of facsimile communication if concurrently\nwith transmission of such facsimile, a copy thereof shall be sent by overnight\ncourier to the address specified for such notice or communication, or five\nbusiness days after deposit in the United States mail, registered or certified,\nwith postage prepaid and properly addressed. For the purposes hereof, the\naddresses of the Parties hereto (until notice of a change thereof is delivered\nas provided in this Section 10(b)) shall (i) in the case of the Collateral Agent\nand the Agent, be as set forth under each such Party's name on the signature\npages (including acknowledgments) hereof and (ii) in the case of the\nNoteholders, be as set forth in Schedule A to the Note Agreement or any\nsupplement thereto.\n\n         (c) This Agreement may be amended, modified or waived only by an\ninstrument or instruments in writing signed by the Required Noteholders, Agent\nand the Collateral Agent; provided, however, that Section 7 of this Agreement\nmay not be amended or modified without the written consent of the Issuer.\n\n         (d) This Agreement shall be binding upon and inure to the benefit of\nthe Collateral Agent, each Party and their respective successors and assigns. In\nthe event that the holder of any Credit Obligation or Senior Note shall transfer\nsuch Credit Obligation or Senior Note, it shall promptly so advise the\nCollateral Agent and the Issuer. Each transferee of any Credit Obligation or\nSenior Note shall take such Credit Obligation or Senior Note subject to the\nprovisions of this Agreement and to any request made, waiver or consent given or\nother action taken or authorized hereunder, by each previous holder of such\nCredit Obligation or Senior Note, prior to the receipt by the Collateral Agent\nof written notice of such transfer; and, except as expressly otherwise provided\nin such notice, the Collateral Agent and the Issuer shall be entitled to assume\nconclusively that the transferee named in such notice shall thereafter be vested\nwith all rights and powers as a Party under this Agreement. Upon the written\nrequest of any Party, the Collateral\n\n                                      -17-\n\n\n\nAgent will provide any Party with copies of any written notices of transfer\nreceived pursuant hereto.\n\n         (e) This Agreement shall continue to be effective among the Parties\neven though a case or proceeding under any bankruptcy or insolvency law or any\nproceeding in the nature of a receivership, whether or not under any insolvency\nlaw, shall be instituted with respect to the Issuer or any other Obligor, or any\nportion of the property or assets of the Issuer or any other Obligor, and all\nactions taken by the Parties with regard to such proceeding shall be by the\nMajority Benefited Parties; provided, however, that nothing herein shall be\ninterpreted to preclude any Party from filing a proof of claim with respect to\nits Benefited Obligations or from casting its vote, or abstaining from voting,\nfor or against confirmation of a plan of reorganization in a case of bankruptcy,\ninsolvency or similar law in its sole discretion; provided further that in the\nevent any Party fails to file a proof of claim, the Collateral Agent may file a\nproof of claim on behalf of such party in respect of a Benefited Obligation.\n\n         (f) Each Party hereto agrees to do such further acts and things and to\nexecute and deliver such additional agreements, powers and instruments as any\nother Party hereto may reasonably request to carry into effect the terms,\nprovisions and purposes of this Agreement or to better assure and confirm unto\nsuch other Party hereto its respective rights, powers and remedies hereunder.\n\n         (g) This Agreement may be executed in any number of counterparts, all\nof which taken together shall constitute one and the same instrument, and any of\nthe parties hereto may execute this Agreement by signing any such counterpart. A\ntelecopy of the signature of any party on any counterpart shall be effective as\nthe signature of the party executing such counterpart for purposes of\neffectiveness of this Agreement.\n\n         (h) This Agreement shall become effective immediately upon execution by\nthe Parties and shall continue in full force and effect among the Parties until\none year following the date upon which all Benefited Obligations are irrevocably\npaid in full and all commitments under the Credit Agreement have been\nterminated.\n\n         (i) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE\nWITH, THE INTERNAL LAWS OF THE STATE OF TEXAS.\n\n         (j) Headings of sections of this Agreement have been included herein\nfor convenience only and should not be considered in interpreting this\nAgreement.\n\n         (k) Nothing in this Agreement or the Security Documents, expressed or\nimplied, is intended or shall be construed to confer upon or give to any Person\nother than the Benefited Parties, any right, remedy or claim under or by reason\nof any such agreement or any covenant, condition or stipulation herein or\ntherein contained.\n\n         (l) In case any provision in or obligation under this Agreement shall\nbe invalid, illegal or unenforceable in any jurisdiction, the validity, legality\nand enforceability of the remaining provisions or obligations, or of such\nprovision or obligation in any other jurisdiction, shall not in any way be\naffected or impaired thereby.\n\n\n                                      -18-\n\n\n\n         IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be\nduly executed as of the date and year first written above.\n\n                                         BANK OF AMERICA, N.A., as Collateral\n                                         Agent\n\n\n                                         By\n                                           -----------------------------------\n                                           Name:  Craig S. Wall\n                                           Title: Senior Vice President\n\n                                         Notice Address:\n\n                                         Bank of America, N.A.\n                                         Attn: Craig S. Wall\n                                         Telecopier No.:  (713) 247-7748\n\n\n\n                                         BANK OF AMERICA, N.A., individually \n                                         and as Administrative Agent for the\n                                         Lenders\n\n\n                                         By\n                                           -----------------------------------\n                                           Name:  Craig S. Wall\n                                           Title: Senior Vice President\n\n                                         Notice Address:\n\n                                         Bank of America, N.A.\n                                         Attn:  Craig S. Wall\n                                         Telecopier No.:  (713) 247-7748\n\n\n\n                                      -19-\n\n\n\n\n                                      -----------------------------------,\n                                      as a Noteholder\n\n                                      By\n                                         -----------------------------------\n                                         Name:\n                                         Title:\n\n\n                                      By\n                                         -----------------------------------\n                                         Name:\n                                         Title:\n\n\n                                      -----------------------------------,\n                                      as a Noteholder\n\n\n                                      By\n                                         -----------------------------------\n                                         Name:\n                                         Title:\n\n\n\n                                      -20-\n\n\n\n         The undersigned (the 'Obligors') hereby acknowledge and agree to the\nforegoing terms and provisions contained in this Intercreditor Agreement. By\nexecuting this Intercreditor Agreement, the Obligors agree to be bound by the\nprovisions thereof as they relate to the relative rights of the Benefited\nParties as among such Benefited Parties; provided, however, that nothing in this\nIntercreditor Agreement shall amend, modify, change or supersede the respective\nterms of the Financing Agreements as between the Benefited Parties or any of\nthem and the Obligors. In the event of any conflict or inconsistency between the\nterms of this Intercreditor Agreement and the Financing Agreements, the\nFinancing Agreements shall govern as between the Benefited Parties thereto and\nthe Obligors further agree that the terms of this Intercreditor Agreement shall\nnot give the Obligors any substantive rights vis a vis any Benefited Party or\nthe Collateral Agent and that it shall not use the violation of this\nIntercreditor Agreement by any of the Parties hereto as a defense to the\nenforcement by any Benefited Party under any Financing Agreement, nor assert\nsuch violation as a counterclaim or basis for set-off or recoupment against any\nof them. The Obligors further acknowledge and agree that the scope of the agency\ngranted by this Intercreditor Agreement to the Collateral Agent hereunder is\nstrictly limited by this Intercreditor Agreement and is a separate and distinct\ngrant from the grants of agency contained in the Credit Agreement and the\nNoteholders' Security Agreement. By its execution hereof, the Obligors hereby\nrepresent to each of the Benefited Parties and the Collateral Agent that the\nexecution, delivery and performance by the Obligors of the Note Agreement and\nthe other Noteholder Documents does not constitute a violation of any of the\nprovisions of the Credit Agreement or other Bank Documents.\n\n    [SUBSIDIARY GUARANTORS]                     QUANTA SERVICES, INC.\n\n    By                                          By\n      -----------------------------               ---------------------------  \n                              Title                                     Title\n      ------------------------                    ----------------------  \n\n\n\n                                      -21-\n\n\n\n                            FORM OF ACKNOWLEDGMENT TO\n\n                  INTERCREDITOR AGREEMENT FOR SUCCESSOR LENDERS\n\n         Reference is hereby made to the Intercreditor Agreement dated as of\nMarch 23, 2000 (the 'Agreement'), among Bank of America, N.A., as Agent for the\nLenders party to the Credit Agreement and Bank of America, N.A., as the\nCollateral Agent, and the Noteholders party thereto and certain other Parties,\nif any, thereto. The undersigned Successor Lender or its agent has entered into\na Credit Agreement dated as of _______________ with Quanta Services, Inc. and\ndesires the Credit Obligations with respect thereto to be secured by the\nSecurity Documents and constitute Benefited Obligations under the Agreement. The\nundersigned has obtained the consent of the Collateral Agent under the Agreement\nand acknowledges the terms of the Agreement and agrees to be bound thereby.\n\n\n                                                                              ,\n                                        --------------------------------------\n                                        as a Successor Lender\n\n                                        By                                    \n                                          ------------------------------------\n                                        Title\n                                             ----------------------------------\n                                        Date\n                                            -----------------------------------\n\n                                        Notice Address:\n\n                                        ---------------------------------------\n\n                                        ---------------------------------------\n\n                                        ---------------------------------------\n\n                                        Acknowledged and Agreed:\n\n                                        BANK OF AMERICA, N.A., as Collateral\n                                        Agent\n\n                                        By                                    \n                                          ------------------------------------\n                                        Title\n                                             ----------------------------------\n                                        Date\n                                            -----------------------------------\n\n                                        \n                                        QUANTA SERVICES, INC.\n\n                                        By                                    \n                                          ------------------------------------\n                                        Title\n                                             ----------------------------------\n                                        Date\n                                            -----------------------------------\n\n\n                                        --------------------------------------\n                                        (Other Obligors)\n\n                                        By                                    \n                                          ------------------------------------\n                                        Title\n                                             ----------------------------------\n                                        Date\n                                            -----------------------------------\n\n\n\n                                    EXHIBIT A\n                          (to Intercreditor Agreement)\n\n\n\n\n\n                            FORM OF ACKNOWLEDGMENT TO\n\n               INTERCREDITOR AGREEMENT FOR ADDITIONAL NOTEHOLDERS\n\n         Reference is hereby made to the Intercreditor Agreement dated as of\nMarch 23, 2000 (the 'Agreement'), among Bank of America, N.A., as Agent for the\nLenders party to the Credit Agreement referenced therein and Bank of America,\nN.A., as the Collateral Agent, and the Noteholders party thereto and certain\nother Parties, if any, thereto. The undersigned has entered into a supplement to\nthe Note Agreement with Quanta Services, Inc. and desires the issued thereunder\nto be secured by the Security Documents and constitute Benefited Obligations\nunder the Agreement. The undersigned has obtained the consent of the Collateral\nAgent under the Agreement and acknowledges the terms of the Agreement and agrees\nto be bound thereby.\n\n\n                                                                              ,\n                                        --------------------------------------\n                                        as a Successor Lender\n\n                                        By                                    \n                                          ------------------------------------\n                                        Title\n                                             ----------------------------------\n                                        Date\n                                            -----------------------------------\n\n                                        Notice Address:\n\n                                        ---------------------------------------\n\n                                        ---------------------------------------\n\n                                        ---------------------------------------\n\n                                        Acknowledged and Agreed:\n\n                                        BANK OF AMERICA, N.A., as Collateral\n                                        Agent\n\n                                        By                                    \n                                          ------------------------------------\n                                        Title\n                                             ----------------------------------\n                                        Date\n                                            -----------------------------------\n\n                                        \n                                        QUANTA SERVICES, INC.\n\n                                        By                                    \n                                          ------------------------------------\n                                        Title\n                                             ----------------------------------\n                                        Date\n                                            -----------------------------------\n\n\n                                        --------------------------------------\n                                        (Other Obligors)\n\n                                        By                                    \n                                          ------------------------------------\n                                        Title\n                                             ----------------------------------\n                                        Date\n                                            -----------------------------------\n\n\n\n                                    EXHIBIT B\n                          (to Intercreditor Agreement)\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6846,8620],"corporate_contracts_industries":[9415,9481],"corporate_contracts_types":[9561,9560],"class_list":["post-41086","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bank-of-america-corp","corporate_contracts_companies-quanta-services-inc","corporate_contracts_industries-financial__banks","corporate_contracts_industries-construction__specialty","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41086","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41086"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41086"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41086"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41086"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}