Document

Exhibit 10.37


EXECUTION VERSION




TENTH AMENDMENT TO 
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT


    This TENTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of February 4, 2022 is entered into among Quanta Services, Inc., a Delaware corporation (the “Company”), the Australian Borrowers, the Canadian Borrower, the Lenders party hereto and Bank of America, N.A., as Administrative Agent.  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).


RECITALS


    WHEREAS, the Borrowers, the Guarantor, the Lenders and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, entered into that certain Fourth Amended and Restated Credit Agreement dated as of December 18, 2015 (as amended, restated, amended and restated, extended, supplemented, or otherwise modified in writing from time to time, the “Credit Agreement”); 


WHEREAS, the Company has requested that the Credit Agreement be amended as set forth in Section 1 below; and


    WHEREAS, the Administrative Agent and the Lenders have agreed to provide the requested amendment, subject to the terms and conditions set forth herein.


NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


    1.    Amendment to Credit Agreement. Section 8.03(f) of the Credit Agreement is hereby amended to replace the reference to “$50,000,000” therein with a reference to “$250,000,000.”


    2.    Condition Precedent. This Agreement shall be effective upon receipt by the Administrative Agent of counterparts of this Agreement duly executed by each of the Borrowers, the Guarantor, the Required Lenders and the Administrative Agent.


3.    Payment of Expenses.  The Loan Parties agree to reimburse the Administrative Agent for all reasonable costs and expenses (including the Attorney Costs of Moore & Van Allen PLLC) incurred by the Administrative Agent in connection with the development, preparation, negotiation and execution of this Agreement.


4.    Miscellaneous.


        (a)    The Credit Agreement, and the obligations of the Loan Parties thereunder and under the other Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms, as affected and amended by this Agreement.


    (b)    Upon the effectiveness of this Agreement, each reference in the Credit Agreement to “this Agreement,” “hereunder” or words of like import shall mean and be a reference to the Credit Agreement (as amended by this Agreement).  This Agreement is a Loan Document.


    (c)    Each Loan Party acknowledges and consents to all of the terms and conditions of this Agreement.  Each of the Company and the other Borrowers (i) affirms all of its obligations under the Loan Documents and (ii) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents.


        (d)    The Loan Parties hereby represent and warrant as follows:










    (i)    Each Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Agreement;


    (ii)    This Agreement has been duly executed and delivered by the Loan Parties and constitutes each of the Loan Parties’ legal, valid and binding obligations, enforceable against such Loan Party in accordance with its terms, except as such enforceability may be limited by (A) applicable Debtor Relief Laws and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity);


    (iii)    No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by any Loan Party of this Agreement, except for any filings that the Company or any of its Subsidiaries may be required to make with the Securities and Exchange Commission or pursuant to applicable stock exchange rules, which the Company expects to timely file following execution of this Agreement; and


(iv)    Immediately after giving effect to this Agreement and the transactions contemplated hereby, (A) the representations and warranties of the Loan Parties set forth in Article VI of the Credit Agreement and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate solely to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date (and except that the representations and warranties contained in Sections 6.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 7.01(a) and (b), respectively, of the Credit Agreement), and (B) no event has occurred and is continuing which constitutes a Default or an Event of Default.


        (e)    This Agreement may be in the form of an Electronic Record and may be executed using Electronic Signatures (including facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record.  This Agreement may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Agreement.  For the avoidance of doubt, the authorization under this Section 4(e) may include use or acceptance by the Administrative Agent and the Lenders of a manually signed paper Document which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Document converted into another format, for transmission, delivery and/or retention.


        (f)    If any provision of this Agreement is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


(g)    THIS AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK; PROVIDED, THAT, THE PARTIES HERETO SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
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(h)    The terms of Sections 11.15 and 11.16 of the Credit Agreement with respect to submission to jurisdiction, waiver of venue and waiver of right to trial by jury trial are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.


[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


BORROWERS:            QUANTA SERVICES, INC.,
a Delaware corporation


By:    /s/ Derrick A. Jensen        
Name:    Derrick A. Jensen
Title:    Chief Financial Officer


QSI FINANCE (AUSTRALIA) PTY LTD, a corporation incorporated under the laws of the Commonwealth of Australia


By:    /s Gerald Albert Ducey, Jr.    
Name:     Gerald Albert Ducey, Jr.
Title:      Director


By:    /s/ Scot P. Fluharty        
Name:     Scot P. Fluharty
Title:     Director


QSI FINANCE II (AUSTRALIA) PTY LTD, a corporation incorporated under the laws of the Commonwealth of Australia


By:    /s Gerald Albert Ducey, Jr.    
Name:    Gerald Albert Ducey, Jr.
Title:    Director


By:    /s/ Scot P. Fluharty                
Name:     Scot P. Fluharty
Title:     Director


QSI FINANCE X (CANADA) ULC, a British Columbia corporation


By:    /s/ Haowei Yang                
Name:    Haowei Yang
Title:    Vice President and Treasurer
















ADMINISTRATIVE AGENT:    BANK OF AMERICA, N.A.,
as Administrative Agent


By:    /s/ Ronaldo Naval        
Name:    Ronaldo Naval
Title:    Vice President












LENDERS:            BANK OF AMERICA, N.A.,
as a Lender


By:    /s/ Adam Rose            
Name:    Adam Rose
Title:    Senior Vice President












BANK OF AMERICA, N.A., AUSTRALIA BRANCH,
as a Lender 


By:    /s/ Ari Rubin            
Name:    Ari Rubin
Title:    Director












BANK OF AMERICA, N.A., CANADA BRANCH,
as a Lender 


By:    /s/ Medina Sales de Andrade    
Name:    Medina Sales de Andrade
Title:    Vice President












PNC BANK, NATIONAL ASSOCIATION,
as a Lender 


By:    /s/ Madison Langman            
Name:    Madison Langman
Title:    Assistant Vice President













PNC BANK CANADA BRANCH,
as a Lender 


By:    /s/ Caroline M. Stade        
Name:    Caroline M. Stade
Title:    Senior Vice President














JPMORGAN CHASE BANK, N.A.,
as a Lender


By:    /s/ Jonathan Bennett        
Name:    Jonathan Bennett
Title:    Executive Director














BANK OF MONTREAL,
as a Lender 


By:    /s/ Michael Gift            
Name:    Michael Gift
Title:    Managing Director














BNP PARIBAS,
as a Lender 


By:    /s/ Richard Pace            
Name:    Richard Pace
Title:    Managing Director




By:    /s/ Kyle Fitzpatrick        
Name:    Kyle Fitzpatrick
Title:    Vice President
    











MUFG BANK, LTD. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.),
as a Lender 


By:    /s/ Meng Zhang            
Name:    Meng Zhang
Title:    Vice President










HSBC BANK USA, NATIONAL ASSOCIATION
as a Lender 


By:    /s/ Jay Fort            
Name:    Jay Fort
Title:    Senior Vice President























U.S. BANK NATIONAL ASSOCIATION,
as a Lender 


By:    /s/ Jonathan F. Lindvall        
Name:    Jonathan F. Lindvall
Title:    Senior Vice President












ZIONS BANCORPORATION, N.A. (d/b/a Amegy Bank),
as a Lender


By:    /s/ Mario Gagetta        
Name:    Mario Gagetta
Title:    Vice President












BOKF, NA (d/b/a Bank of Texas),
as a Lender


By:    /s/ Nick Jones            
Name:    Nick Jones
Title:    Assistant Vice President