<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
QUANTA SERVICES, INC.
(Name of Issuer)
COMMON STOCK, $.00001 PAR VALUE
(Title of Class of Securities)
(CUSIP Number)
74762E 10 2
Julia Murray
General Counsel-Finance
Enron North America Corp.
1400 Smith Street
Houston, Texas 77002
(713) 853-6161
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
December 21, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report this acquisition that is the subject of this Schedule 13D,
and is filing this Schedule because of Rule 13d-1(e),
Rule 13d-1(f) or Rule 13d-1(g), check the following box: [ ]
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
<PAGE> 2
Page 2 of 14 Pages
CUSIP NO.: 74762E 10 2
--------------
SCHEDULE 13D
<TABLE>
<S> <C>
========================================================================================
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER
Enron North America Corp. (formerly Enron Capital & Trade
Resources Corp.)
- ----------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
- ----------------------------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- ----------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- ----------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
- ----------------------------------------------------------------------------------------
8 SHARED VOTING POWER
2,691,818*
- ----------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
- ----------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,691,818*
- ----------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,691,818*
- ----------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- ----------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%**
- ----------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
========================================================================================
</TABLE>
* Represents shares of Common Stock issuable upon conversion of US $37,012,500
principal amount of 6 7/8% Convertible Promissory Notes due 2010 by the
conversion price of US $13.75.
** Based on information provided in the Issuer's Form 10-Q filed November 11,
1999 with respect to the number of then-outstanding shares of Common Stock.
<PAGE> 3
Page 3 of 14 Pages
CUSIP NO.: 74762E 10 2
-------------
SCHEDULE 13D
<TABLE>
<S> <C>
========================================================================================
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER
ECT Merchant Investments Corp.
- ----------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
- ----------------------------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- ----------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- ----------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
- ----------------------------------------------------------------------------------------
8 SHARED VOTING POWER
0
- ----------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
- ----------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- ----------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ----------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- ----------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
========================================================================================
</TABLE>
<PAGE> 4
Page 4 of 14 Pages
CUSIP NO.: 74762E 10 2
-------------
SCHEDULE 13D
<TABLE>
<S> <C>
========================================================================================
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER
Enron Corp.
- ----------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
- ----------------------------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- ----------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- ----------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
- ----------------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
- ----------------------------------------------------------------------------------------
8 SHARED VOTING POWER
3,589,090*
- ----------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
- ----------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,589,090*
- ----------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,589,090*
- ----------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ----------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%**
- ----------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
========================================================================================
</TABLE>
* Represents shares of Common Stock issuable upon conversion of US $49,350,000
principal amount of 6 7/8% Convertible Promissory Notes due 2010 by the
conversion price of US $13.75.
** Based on information provided in the Issuer's Form 10-Q filed November 11,
1999 with respect to the number of then-outstanding shares of Common Stock.
<PAGE> 5
Page 5 of 14 Pages
CUSIP NO.: 74762E 10 2
-------------
SCHEDULE 13D
<TABLE>
<S> <C>
========================================================================================
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER
Joint Energy Development Investments II Limited Partnership
- ----------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
- ----------------------------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- ----------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- ----------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
- ----------------------------------------------------------------------------------------
8 SHARED VOTING POWER
2,691,818*
- ----------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
- ----------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,691,818*
- ----------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,691,818*
- ----------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ----------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%**
- ----------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
========================================================================================
</TABLE>
* Represents shares of Common Stock issuable upon conversion of US $37,012,500
principal amount of 6 7/8% Convertible Promissory Notes due 2010 by the
conversion price of US $13.75.
** Based on information provided in the Issuer's Form 10-Q filed November 11,
1999 with respect to the number of then-outstanding shares of Common Stock.
<PAGE> 6
Page 6 of 14 Pages
AMENDMENT NO. 3 TO
STATEMENT ON SCHEDULE 13D
Introductory Note: This Amendment No. 3 to Statement on Schedule 13D is
being filed by Enron Corp., an Oregon corporation ("Enron"), Enron North America
Corp., a Delaware corporation ("ENA"), formerly known as Enron Capital & Trade
Resources Corp., ECT Merchant Investments Corp., a Delaware corporation
("EMIC"), and Joint Energy Development Investments II Limited Partnership, a
Delaware limited partnership ("JEDI II"), which are collectively referred to as
the "Reporting Entities." All information herein with respect to Quanta
Services, Inc., a Delaware corporation (the "Issuer"), and the common stock, par
value $.00001 per share of the Issuer ("Common Stock") is presented to the
knowledge and belief of the Reporting Entities. Capitalized terms used and not
defined in this Amendment No. 3 to Statement on Schedule 13D have the meanings
set forth in the Schedule 13D, as amended. The joint Schedule 13D of Enron, ENA
and JEDI II filed October 9, 1998, as amended by a Schedule 13D/A of Enron, ENA,
EMIC and JEDI II filed January 12, 1999, as amended by a Schedule 13D/A of
Enron, ENA, EMIC and JEDI II filed October 12, 1999, is further amended as
follows:
ITEM 2. IDENTITY AND BACKGROUND.
The Schedules attached hereto set forth certain new information with
respect to the officers and directors of Enron, ENA and Enron Capital II Corp.
The filing of this statement on Schedule 13D/A shall not be construed as an
admission that any Reporting Person or any person listed on the Schedules hereto
is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of
1934, the beneficial owner of any securities covered by this statement.
None of the Reporting Entities nor, to their knowledge, any person
listed on the Schedules hereto, has been, during the last five years (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violation of, or prohibiting or mandating activities subject to, U.S.
federal or state securities laws or finding any violation with respect to such
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION; ITEM 4. PURPOSE OF
TRANSACTION; ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
EMIC held a Convertible Promissory Note due 2010 dated October 5, 1998
issued by the Issuer in the original principal amount of Twelve Million Three
Hundred Thirty-Seven Thousand Five Hundred Dollars ($12,337,500) (the "EMIC
Note"; together with a note of like tenor and description in the amount of
$37,012,500 held by JEDI II, the "Convertible Notes"). On December 21, 1999,
EMIC transferred its entire interest in the EMIC Note to ENA, and ENA
immediately thereafter transferred the same to SE Thunderbird L.P.
("Thunderbird") in a private placement (the "Transaction"). Thunderbird funded
the $25,136,826.59 purchase price for this investment from its working capital.
In connection with that transfer, ENA transferred to Thunderbird
certain rights under both (a) the Registration Rights Agreement dated as of
September 29, 1998 among the Issuer, JEDI-II, and ENA and (b) the Securities
Purchase Agreement dated as of September 29, 1998 among the same parties (the
"Securities Purchase Agreement"), each as amended, reserving for itself the
preemptive rights and director nomination rights described in Sections 2.06 and
6.07 of the Securities Purchase Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Because Enron, pursuant to its indirect control over the voting
securities of Thunderbird, may be deemed to have voting power and dispositive
power over the EMIC Note and the Common Stock issuable pursuant thereto, the
Transaction accomplished no change in the nature or amount of its beneficial
ownership, voting power or dispositive power with respect to the securities of
the Issuer.
(b) As a result of the Transaction effected December 21, 1999, EMIC
disposed of its voting power, dispositive power, and beneficial ownership with
respect to the securities of the Issuer. Since EMIC is no longer the beneficial
owner of more than five percent of the Common Stock and has filed this
statement, it is no longer subject to filing obligations under Section 13 of the
Securities Exchange Act of 1934 with respect to the securities of the Issuer.
(c) As a result of the Transaction, ENA may be deemed to share voting
power, dispositive power, and beneficial ownership with respect to the
securities of the Issuer held by JEDI II, as described below. In addition, ENA
shares certain director nomination rights under the Securities Purchase
Agreement with JEDI II which do not entitle either JEDI II or ENA to vote shares
for the election of directors.
<PAGE> 7
Page 7 of 14 Pages
If the Convertible Notes were converted in full by Thunderbird and JEDI
II, the 897,272 and 2,691,818 shares of Common Stock issuable upon such
conversions, respectively, would represent approximately 2.6% and 7.4%, of the
Issuer's outstanding Common Stock and Limited Vote Common Stock. Upon
conversion, such 3,589,090 shares would represent in the aggregate approximately
9.7% of the Issuer's outstanding Common Stock. The foregoing percentage
ownership calculations are calculated in accordance with Rule 13(d)3(d)(1)(i)(D)
and assume that 33,557,271 shares of Common Stock are actually outstanding, as
reported as of November 11, 1999 by the Issuer on its Form 10-Q filed November
15, 1999, as well as all shares issuable upon conversion of the relevant
Convertible Notes.
Enron may be deemed to beneficially own the shares of Common Stock
issuable upon conversion of the Convertible Notes held by both Thunderbird and
JEDI II, and ENA may be deemed to beneficially own the shares of Common Stock
issuable upon conversion of the Convertible Notes held by JEDI II; however,
Enron and ENA each disclaim beneficial ownership over such securities. Further,
Thunderbird has disclaimed beneficial ownership over the shares of Common Stock
issuable upon conversion of the Convertible Note held by JEDI II, and JEDI II
disclaims beneficial ownership over the shares of Common Stock issuable upon
conversion of the Convertible Note held by Thunderbird.
Enron and Thunderbird may be deemed to share voting and dispositive
power over the shares of Common Stock issuable upon conversion of the
Convertible Note held by Thunderbird. Enron, ENA and JEDI II may be deemed to
share voting and dispositive power over the shares of Common Stock issuable upon
conversion of the Convertible Note held by JEDI II. The filing of this statement
on Schedule 13D/A shall not be construed as an admission that Enron, ENA, JEDI
II or any person listed on the Schedules hereto is, for the purposes of Section
13(d) or 13(g) of the Act, the beneficial owner of any securities covered by
this statement. Other than the transactions described herein, none of the
Reporting Entities, nor to their knowledge any of the persons named in the
Schedules hereto, has effected any transaction in the Common Stock during the
preceding sixty days.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(i) Purchase and Sale Agreement dated as of December 21, 1999
(ii) Partial Assignment and Assumption Agreement dated as of
December 21, 1999
<PAGE> 8
Page 8 of 14 Pages
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: January 12, 2000 JOINT ENERGY DEVELOPMENT INVESTMENTS
II LIMITED PARTNERSHIP
By: Enron Capital Management II Limited
Partnership, its General Partner
By: Enron Capital II Corp., its general
partner
By: /s/ JULIA HEINTZ MURRAY
-------------------------------------
Name: Julia Heintz Murray
-----------------------------------
Title: Vice President
----------------------------------
Date: January 12, 2000 ENRON NORTH AMERICA CORP.
By: /s/ ROBERT GREEN
-------------------------------------
Name: Robert Green
-----------------------------------
Title: Vice President
----------------------------------
Date: January 12, 2000 ENRON CORP.
By: /s/ ANGUS H. DAVIS
-------------------------------------
Name: Angus H. Davis
-----------------------------------
Title: Vice President
----------------------------------
Date: January 12, 2000 ECT MERCHANT INVESTMENTS CORP.
By: /S/ ROBERT GREEN
-------------------------------------
Name: Robert Green
-----------------------------------
Title: Vice President
----------------------------------
<PAGE> 9
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
ENRON NORTH AMERICA CORP.
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
<S> <C> <C>
Each of the following person's
business address is 1400 Smith
Street, Houston, TX 77002
J. Clifford Baxter U.S.A. Director; Chairman of the Board, Chief Executive
Officer and Managing Director
Lawrence G. Whalley U.S.A. Director; President and Chief Operating Officer
Mark E. Haedicke U.S.A. Director; Managing Director and General Counsel
Philippe A. Bibi U.S.A. Managing Director
W. Craig Childers U.S.A. Managing Director
David W. Delainey U.S.A. Managing Director
Richard G. DiMichele U.S.A. Managing Director
Jay L. Fitzgerald U.S.A. Managing Director
Michael J. Kopper U.S.A. Managing Director
John J. Lavorato U.S.A. Managing Director
Danny J. McCarty U.S.A. Managing Director
Michael McConnell U.S.A. Managing Director
J. Kevin McConville U.S.A. Managing Director
Jere C. Overdyke, Jr. U.S.A. Managing Director
Gregory F. Piper U.S.A. Managing Director
Brian L. Redmond U.S.A. Managing Director
Jeffrey A. Shankman U.S.A. Managing Director
John R. Sherriff U.S.A. Managing Director
Colleen Sullivan-Shaklovitz U.S.A. Managing Director
Kevin P. Hannon U.S.A. Managing Director
</TABLE>
Page 9 of 14
<PAGE> 10
SCHEDULE II
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CORP.
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
<S> <C> <C>
Robert A. Belfer U.S.A. Director; Chairman, President and Chief Executive
Belco Oil & Gas Corp. Officer, Belco Oil & Gas Corp.
767 Fifth Avenue, 46th Fl.
New York, NY 10153
Norman P. Blake, Jr. U.S.A. Director; Chairman, President & CEO of Promus Hotel
Promus Hotel Corp. Corporation
705 Crossover Lane
Memphis, TN 38117-4900
Ronnie C. Chan U.S.A. Director; Chairman of Hang Lung Development Group
Hang Lung Development
Company Limited
28/F, Standard Chartered
Bank Building
4 Des Vouex Road Central
Hong Kong
John H. Duncan U.S.A. Director; Investments
5851 San Felipe, Suite 850
Houston, TX 77057
Paulo V. Ferraz Perairo Brazil Director; President and Chief Executive Officer
Meridonal Financial Group of Meridional Financial Group
Av. Rio Branco, 138-15th andar
20057-900 Rio de Janerio - RJ
Brazil
Joe H. Foy U.S.A. Director; Retired Senior Partner,
Bracewell & Patterson, L.L.P. Bracewell & Patterson, L.L.P.
2900 South Tower Pennzoil Place
711 Louisiana
Houston, TX 77002
Wendy L. Gramm U.S.A. Director; Former Chairman, U.S. Commodity Futures
P. O. Box 39134 Trading Commission
Washington, D.C. 20016
Ken L. Harrison U.S.A. Director; Chairman and Chief Executive Officer,
121 S. W. Salmon Street Portland General Electric Company
Portland, OR 97204
Robert K. Jaedicke U.S.A. Director; Professor (Emeritus), Graduate School of
Graduate School of Business Business Stanford University
Stanford University
Stanford, CA 94305
</TABLE>
Page 10 of 14
<PAGE> 11
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
<S> <C> <C>
Charles A. LeMaistre U.S.A. Director; President (Emeritus), University of Texas
P.O. Box 15247 M.D. Anderson Cancer Center
San Antonio, TX 78212
John Mendelsohn U.S.A. Director; President, University of Texas
University of Texas M.D. Anderson Cancer Center
M.D. Anderson Cancer Center
1515 Holcombe
Houston, TX 77030
Jerome J. Meyer U.S.A. Director; Chairman and Chief Executive Officer,
26600 S.W. Parkway Tektronix, Inc.
Building 63; P. O. Box 1000
Wilsonville, OR 97070-1000
Frank Savage U.S.A Director; Chairman, Alliance Capital Management
1345 Avenue of the Americas International
39th Floor
New York, New York 10105
John A. Urquhart U.S.A. Director; Senior Advisor to the Chairman of Enron
John A. Urquhart Assoc. Corp.; President, John A. Urquhart Associates
111 Beach Road
Fairfield, CT 06430
John Wakeham U.K. Director; Former U.K. Secretary of State for Energy
1 Salisbury Square and Leader of the Houses of Commons and Lords
London EC4Y 8JB
United Kingdom
Herbert S. Winokur, Jr. U.S.A. Director; President, Winokur & Associates, Inc.
Capricorn Management, G.P.
30 East Elm Ct.
Greenwich, CT 06830
Kenneth L. Lay U.S.A. Director; Chairman and Chief Executive Officer
1400 Smith Street
Houston, TX 77002
J. Clifford Baxter U.S.A. Chairman of the Board, Chief Executive Officer
1400 Smith Street and Managing Director, Enron North America Corp.
Houston, TX 77002
Richard B. Buy U.S.A. Executive Vice President and Chief Risk Officer
1400 Smith Street
Houston, TX 77002
Richard A. Causey U.S.A. Executive Vice President and Chief Accounting
1400 Smith Street Officer
Houston, TX 77002
</TABLE>
Page 11 of 14
<PAGE> 12
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
<S> <C> <C>
James V. Derrick, Jr. U.S.A. Executive Vice President and General Counsel
1400 Smith Street
Houston, TX 77002
Andrew S. Fastow U.S.A. Executive Vice President and Chief Financial Officer
1400 Smith Street
Houston, TX 77002
Mark A. Frevert U.S.A. President and Chief Executive Officer, Enron Europe,
1400 Smith Street Ltd.
Houston, TX 77002
Stanley C. Horton U.S.A. Chairman and Chief Executive Officer, Enron Gas
1400 Smith Street Pipeline Group
Houston, TX 77002
Rebecca P. Mark U.S.A. Director; Chairman, and Chief Executive Officer, Azurix Corp.
1400 Smith Street
Houston, TX 77002
J. Mark Metts U.S.A. Executive Vice President, Corporate Development
1400 Smith Street
Houston, TX 77002
Lou L. Pai U.S.A. Chairman, President and Chief Executive Officer,
1400 Smith Street Enron Energy Services, Inc.
Houston, TX 77002
Kenneth D. Rice U.S.A. Co-Chairman and Co-Chief Executive Officer and President,
1400 Smith Street Enron Communications Inc.
Houston, TX 77002
Jeffrey K. Skilling U.S.A. Director; President and Chief Operating Officer, Enron
1400 Smith Street Corp.
Houston, TX 77002
Joseph W. Sutton U.S.A. Vice Chairman, Enron Corp.
1400 Smith Street
Houston, TX 77002
</TABLE>
Page 12 of 14
<PAGE> 13
SCHEDULE III
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CAPITAL II CORP.
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
<S> <C> <C>
Each of the following
persons' business address
is 1400 Smith Street,
Houston, TX 77002
James V. Derrick, Jr. U.S.A. Director; Executive Vice President and General Counsel of Enron Corp.
Mark E. Haedicke U.S.A. Managing Director and General Counsel
J. Clifford Baxter U.S.A. Director; Chairman, Chief Executive Officer and Managing Director
Lawrence G. Whalley U.S.A. Director; President and Managing Director
Richard B. Buy U.S.A. Managing Director
Andrew S. Fastow U.S.A. Managing Director
Michael J. Kopper U.S.A. Managing Director
Jeffrey McMahon U.S.A. Managing Director, Finance and Treasurer
</TABLE>
Page 13 of 14
<PAGE> 14
SCHEDULE IV
DIRECTORS AND EXECUTIVE OFFICERS
ECT MERCHANT INVESTMENTS CORP.
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
Each of the following
persons' business address
is 1400 Smith Street,
Houston, TX 77002
J. Clifford Baxter U.S.A. Director; Chairman, Chief
Executive Officer and
Managing Director
James V. Derrick, Jr. U.S.A. Director
Lawrence G. Whalley U.S.A. Director; President and
Managing Director
W. Craig Childers U.S.A. Managing Director
Mark E. Haedicke U.S.A. Managing Director and
General Counsel
J. Kevin McConville U.S.A. Managing Director
Jeffrey McMahon U.S.A. Managing Director,
Finance and Treasurer
Gregory F. Piper U.S.A. Managing Director
Page 14 of 14
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
(i) Purchase and Sale Agreement dated as of December 21, 1999
(ii) Partial Assignment and Assumption Agreement dated as of
December 21, 1999
</TABLE>
<PAGE> 1
EXHIBIT 1
[Execution Version]
PURCHASE AND SALE AGREEMENT
DATED AS OF DECEMBER 21, 1999
BETWEEN
SE THUNDERBIRD L.P.
AS PURCHASER
AND
ENRON NORTH AMERICA CORP.
AS SELLER
<PAGE> 2
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into as
of December 21, 1999 and is by and among SE THUNDERBIRD L.P., a Delaware limited
partnership (the "Purchaser"), and ENRON NORTH AMERICA CORP., a Delaware
corporation (the "Seller").
R E C I T A L S:
A. The Seller owns the Kafus Shares and the Quanta Convertible Note,
both as defined below, and certain rights associated therewith.
B. Subject to the terms and conditions of this Agreement and in
exchange for the consideration set forth herein, the Seller hereby agrees to
sell to the Purchaser, and the Purchaser hereby agrees to purchase from the
Seller, such assets.
NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements set forth herein, and for good and valuable consideration, the
receipt and sufficiency of which is acknowledged by all parties, the parties
hereto agree as follows:
ARTICLE 1.
DEFINITIONS
Section 1.1 Definitions. Unless the context otherwise requires, the
following capitalized terms used in this Agreement shall have the following
meanings:
"Affiliate" means any other Person that directly or indirectly, through
one or more intermediaries, controls, or is controlled by, or is under
common control with, a Person.
"Ancillary Agreements" means the agreements and instruments to be
delivered pursuant to Section 2.1(a) of this Agreement.
"Disputed Claims" is defined in Section 6.7(a).
"Kafus" means Kafus Industries, Ltd., a British Columbia corporation.
"Kafus Shares" means 1,999,999 shares of common stock, without par
value, of Kafus.
"Person" means an individual, a corporation, a partnership, an
association, a limited liability company, a joint stock company, a
trust or other unincorporated organization.
"Closing Date" is defined in Section 2.1(a)
"Companies" means Kafus and Quanta.
<PAGE> 3
"Purchase Price" means the aggregate of the purchase prices set forth
in Sections 2.1(a)(1) and (2).
"Purchased Assets" means the Kafus Shares and the Quanta Convertible
Note, and all rights to be transferred to the Purchaser pursuant to the
Ancillary Agreements.
"Purchase Price" means the sum of the amounts payable pursuant to
Sections 2.1(a).
"Quanta" means Quanta Services, Inc., a Delaware corporation.
"Quanta Convertible Note" means the Convertible Promissory Note due
2010 dated October 5, 1998 issued by Quanta Services, Inc. to Enron
Capital & Trade Resources Corp. in the original principal amount of
Twelve Million Three Hundred Thirty-Seven Thousand Five Hundred Dollars
($12,337,500).
"Securities Act" means the Securities Act of 1933, as amended, and all
the rules and regulations promulgated thereunder.
ARTICLE 2.
CONVEYANCE OF THE PURCHASED ASSETS
Section 2.1 Conveyance of Purchased Assets. On the date first set forth
above (the "Closing Date"):
(a) The Seller shall sell, transfer, assign, set over and otherwise
convey to the Purchaser, and the Purchaser shall purchase from the Seller, all
of the right, title and interest of the Seller in and to the Purchased Assets in
exchange for payment, in immediately available funds, of the Purchase Price, as
follows.
(1) The Purchaser shall pay to the Seller $14,999,992.50 in
consideration of the Purchased Assets that relate to Kafus, and the Seller shall
deliver to the Purchaser (i) the stock certificates representing the Kafus
Shares, (ii) a duly executed Partial Assignment and Assumption Agreement in form
and substance satisfactory to the parties and (iii) a duly executed Transfer of
Shares in form and substance satisfactory to the parties.
(2) The Purchaser shall pay to the Seller $25,136,826.59 in
consideration of the Purchased Assets that relate to the Quanta Convertible
Note, and the Seller shall deliver to the Purchaser (i) the Quanta Convertible
Note, indorsed over to the Purchaser by the Seller, but without recourse to the
Seller and without transfer warranties to the Purchaser (other than those set
forth in Section 3.1 hereof), (ii) a duly executed Partial Assignment and
Assumption Agreement in form and substance satisfactory to the parties and (iii)
a duly executed Allonge to Convertible Promissory Note in form and substance
satisfactory to the parties.
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(b) The parties expressly intend that this is an absolute sale of the
Purchased Assets and both parties agree to account for the transactions
contemplated hereunder in this manner.
(c) Payments for the Purchased Assets shall be made by wire transfer of
immediately available federal funds to the following account: ECT- Finance 1400
Smith Street, Houston, Texas 77002-7361, CitiBank NY, NY, Account: 4075-9492,
ABA#: 021000089, Tax ID#: 76-0318139.
Section 2.2 Closing. The closing for the sale of the Purchased Assets
shall occur at the offices of Bracewell & Patterson, L.L.P., at Pennzoil Place,
South Tower, 711 Louisiana Street, Houston, Texas 77002 on the Closing Date or
at such other time or place as the Purchaser and the Seller may agree.
Section 2.3 Costs and Expenses. All costs and expenses (including legal
fees, professional fees, and other transaction costs) incurred by either party
hereto in connection with the transfer and delivery of the Purchased Assets in
the manner contemplated herein shall be borne by the party that incurred such
costs and/or expenses.
Section 2.4 Payments to Purchaser. The Seller hereby agrees that from
and after the Closing Date it shall pay over to the Purchaser, as assignee of
the Purchased Assets, all amounts received by the Seller with respect to the
Purchased Assets. Any amounts received by the Seller contrary to the preceding
sentence shall be received by the Seller in trust for the benefit of the
Purchaser and shall be immediately paid by the Seller to and as directed by the
Purchaser.
ARTICLE 3.
REPRESENTATIONS AND WARRANTIES
Section 3.1 Representations and Warranties of the Seller. The
Seller hereby represents and warrants to the Purchaser that as of the Closing
Date:
(a) The Seller has taken all steps necessary to transfer all
of the Seller's right, title and interest in and to the Purchased Assets to the
Purchaser.
(b) Immediately prior to the transfers contemplated by this
Agreement, the Seller was the sole owner and holder of the Purchased Assets,
free and clear of any and all liens, pledges, charges or security interests of
any nature.
(c) The Seller (i) is duly organized, validly existing and in
good standing under the laws of Delaware, (ii) has the full right, power and
authority to enter into and perform its obligations under this Agreement and the
Ancillary Agreements and to consummate the transactions contemplated hereby and
(iii) has obtained all requisite company or similar authorizations, consents or
approvals applicable to do so.
(d) This Agreement and the Ancillary Agreements have been duly
executed and delivered by the Seller and constitute the legal, valid and binding
obligations of the Seller enforceable against it in accordance with their terms,
except as the enforceability thereof may be limited by any
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applicable bankruptcy, reorganization, insolvency, moratorium or similar laws
affecting creditors' rights generally and by general principles of equity.
(e) The outstanding principal balance of the Quanta
Convertible Note is $12,337,500, all interest payments due thereunder have been
paid when due and no principal or interest thereunder has been prepaid, forgiven
or postponed, and to the knowledge of Seller there exists no material default or
event of default thereunder.
(f) Since September 30, 1999, to the knowledge of the Seller
there has not occurred any material adverse change or any threatened material
adverse change in the business, operations, properties, assets or condition
(financial or otherwise) of the Companies, other than those disclosed to the
public and those disclosed to the Purchaser in writing prior to the date hereof.
(g) To the knowledge of Seller, no action, suit or proceeding
has been commenced against any of the Companies before any court or arbitrator
or any governmental body, agency or official except for such action, suit or
proceeding that could not reasonably be expected to have a material and adverse
effect on the business, operations, properties, assets or condition (financial
or otherwise) of such Company.
(h) All material information given by the Seller to the
Purchaser in connection with the transactions contemplated by this Agreement was
true and correct in all material respects on the date such information was given
and on the date hereof.
(i) Any approvals, filings and consents relating to the
transfer of the Purchased Assets from the Seller to the Purchaser required to be
obtained from or made with any governmental or quasi-governmental agency,
entity, or body from whom approval is required under applicable law have been
made or obtained.
(j) Assuming that the Purchaser's representations set forth in
this Agreement are true and correct, the sale of the Purchased Assets in the
manner contemplated by this Agreement by the Seller will be exempt from the
registration requirements of the Securities Act by reason of Section 4(2)
thereof.
(k) No agent, broker or other Person acting pursuant to
authority of the Seller is entitled to any commission or finder's fee in
connection with the transactions contemplated by this Agreement.
Except as set forth in this Section 3.1, the Seller makes no
representation or warranty whatsoever to the Purchaser concerning the Purchased
Assets. Without limiting the generality of the foregoing, the Seller makes no
representation or warranty concerning the Companies, their respective assets,
financial performance, financial condition, and prospects, or any other matter
affecting them.
Section 3.2 Representations and Warranties of the Purchaser.
The Purchaser hereby makes the following representations and warranties to the
Seller:
(a) The Purchaser is an "accredited investor" within the
meaning of Rule 501
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under the Securities Act and is acquiring the Purchased Assets for its own
account and not with a view toward their distribution.
(b) The Purchaser is able to bear the economic risk of an
investment in the Purchased Assets and can afford to sustain a total loss of
such investment and has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of the proposed
investment in the Companies. The Purchaser has had an adequate opportunity to
ask questions and receive answers from the officers of the Companies and the
Seller concerning all matters relating to the transactions described herein. The
Purchaser has asked all questions in the nature described in the preceding
sentence, and such questions have been answered to their satisfaction.
(c) The Purchaser is aware of all facts, risks and other
matters disclosed in the periodic financial and other reports filed by Quanta
with U.S. Securities and Exchange Commission and by Kafus and its subsidiaries
with its Canadian equivalent. The Purchaser acknowledges that copies of the same
have been made available to it, either directly or through the www.sedar.com and
www.sec.com website.
(d) The Purchaser is aware that the Kafus Shares and the
shares issuable pursuant to the Quanta Convertible Note are restricted
securities within the meaning of Rule 144 under the Securities Act and therefore
may not be sold, transferred or otherwise disposed of unless they are registered
and/or qualified under the Securities Act and applicable state securities laws,
or unless an exemption from the registration or qualification requirements is
otherwise available.
(e) The Purchaser (i) is duly organized, validly existing and
in good standing under the laws of the State of Delaware, (ii) has the full
right, power and authority to enter into and perform its obligations under this
Agreement and the Ancillary Agreements and to consummate the transactions
contemplated hereby, and (iii) has obtained all requisite company and similar
authorizations, consents or approvals applicable to do so.
(f) This Agreement and the Ancillary Agreements have been duly
executed and delivered by the Purchaser and constitute the legal, valid and
binding obligations of the Purchaser enforceable against the Purchaser in
accordance with their terms, except as the enforceability thereof may be limited
by any applicable bankruptcy, reorganization, insolvency, moratorium or similar
laws affecting creditors' rights generally and by general principles of equity.
(g) No agent, broker or other Person acting pursuant to
authority of the Purchaser is entitled to any commission or finder's fee in
connection with the transactions contemplated by this Agreement.
(h) The Purchaser is not a Prohibited Person within the
meaning of the Stockholders and Warrantholders Agreement.
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ARTICLE 4.
CONDITIONS TO CLOSING
Section 4.1 Condition to the Obligations of Each Party. The
obligations of the Purchaser and the Seller to consummate the transactions
contemplated by this Agreement are subject to the satisfaction of the following
conditions:
(a) As of the Closing Date, all approvals, filings, waivers
and consents relating to the transfer of the Purchased Assets from the Seller to
the Purchaser required to be made or obtained pursuant to any applicable
documents or agreements shall have been made or obtained.
(b) All actions, proceedings, instruments and documents
required to carry out this Agreement or incidental hereto and all other related
legal matters shall be reasonably satisfactory to each party and its counsel. No
action or proceeding before a court or any other governmental agency or body
shall have been instituted or threatened to restrain or prohibit the
transactions contemplated herein and no governmental agency or body shall have
taken any other action or made any request of the Seller or the Purchaser as a
result of which either party deems it inadvisable to proceed with the
transactions hereunder.
Section 4.2 Conditions to the Obligations of Purchaser. The
obligation of the Purchaser to consummate the transactions contemplated by this
Agreement is subject to the satisfaction of the following further conditions:
(a) The Seller shall have performed in all material respects
all of its obligations under this Agreement required to be performed by it on or
prior to the Closing Date.
(b) The representations and warranties of the Seller contained
in this Agreement shall be true in all material respects at and as of the
Closing Date.
Section 4.3 Conditions to the Obligations of the Seller. The
obligation of the Seller to consummate the transactions contemplated by this
Agreement is subject to the satisfaction of the following further conditions:
(a) The Purchaser shall have performed in all material
respects all of its obligations under this Agreement required to be performed by
it on or prior to the Closing Date.
(c) The representations and warranties of the Purchaser
contained in this Agreement shall be true in all material respects at and as of
the Closing Date, as if made at and as of such date.
ARTICLE 5.
AGREEMENTS
Section 5.1 Conflict of Interests. The parties acknowledge and
understand that (a) the Seller and its Affiliates have and may continue to
maintain certain investments in the Companies that are different in character
from the Purchased Assets and (b) that they have certain rights to appoint
directors, participate in the management of the Companies, vote their securities
and take other actions
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<PAGE> 8
with respect to such debt and equity investments. The parties further understand
that, as result of such investments and rights, the interest of the Seller and
its Affiliates on the one hand and of the Purchaser on the other hand may
conflict. The parties therefore hereby agree that, except as expressly set forth
herein: (i) that the Seller and its Affiliates shall have no duties whatsoever
to the Purchaser with respect to their management and control of the Companies
(fiduciary or otherwise), (ii) that none of such rights need be exercised on
behalf of or for the benefit of the Purchaser, (iii) that the Seller and its
Affiliates shall have no duty to disclose information concerning their
intentions with respect to their investments or with respect to the Companies
and (iv) that the Purchaser hereby waives all conflicts of interest arising from
any action or omission by the Seller or any of its Affiliates with respect to
such investments and rights.
Section 5.2 Retention of Certain Rights. Except as expressly
provided to the contrary in any Ancillary Agreement, the Seller's and its
Affiliates' preemptive rights to acquire additional securities of the Companies
and to nominate and maintain directors are retained by their holder and shall
not be assigned or conveyed to the Purchaser, either pursuant to this Agreement
or pursuant to any Ancillary Agreement.
Section 5.3 Limitation of Liability. It is expressly understood and
agreed by the parties hereto that, notwithstanding any other term of this
Agreement, (i) the Purchaser shall not be permitted to recover punitive,
consequential, economic or indirect damages from the Seller, whether by way of
indemnification or under any other legal document, causes of action, or theory
of recovery, and (ii) the Seller's maximum liability with respect to this
Agreement and the Ancillary Agreements shall not exceed the Purchase Price.
ARTICLE 6.
MISCELLANEOUS
Section 6.1 Notices. All notices, demands and requests that may be
given or that are required to be given hereunder shall be sent by United States
certified mail, postage prepaid, return receipt requested, to the parties at
their respective addresses as follows:
If to the Seller:
Enron North America Corp.
1400 Smith Street
Houston, Texas 77002
Attn: Donna Lowry
with a copy to:
Enron North America Corp.
1400 Smith Street
Houston, Texas 77002
Attn: Julia Heintz Murray
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<PAGE> 9
If to the Purchaser:
SE Thunderbird L.P.
c/o The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle County
Delaware 19801
with a copy to:
SE Thunderbird L.P.
c/o Enron Corp.
1400 Smith Street
Houston, Texas 77002
Attn: Cynthia Harkness
Section 6.2 Counterparts. For the purpose of facilitating the
execution and proving of this Agreement, as herein provided and for other
purposes, this Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 6.3 Governing Law. This Agreement shall be construed in
accordance with the laws of the State of Texas.
Section 6.4 Specific Performance. Any party hereto may enforce
specific performance of this Agreement.
Section 6.5 Further Assurances. The parties hereto agree to execute
and deliver such other instruments and take such other actions as may be
necessary to effectuate the purposes and to carry out the terms of this
Agreement.
Section 6.6 Entire Agreement. This Agreement constitutes the entire
agreement of the parties with respect to its subject matter and supersedes all
oral communications and prior writing with respect thereto.
Section 6.7 Arbitration.
(a) Any and all claims, counterclaims, demands, causes of action,
disputes, controversies, and other matters in question arising under this
Agreement or the alleged breach of any provision hereof (all of which are
referred to herein as "Disputed Claims"), whether such Disputed Claims arise at
law or in equity, under state or federal law, for damages or any other relief,
shall be resolved by binding arbitration in the manner set forth herein.
(b) The validity, construction, and interpretation of this
agreement to arbitrate and all procedural aspects of the arbitration conducted
pursuant to this agreement to arbitrate and the rules governing the conduct of
arbitration (including the time for filing an answer, the time for the filing
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<PAGE> 10
of counter Disputed Claims, the times for amending the pleadings, the
specificity of the pleadings, the extent and scope of discovery, the issuance of
subpoenas, the time for the designation of experts, whether the arbitration is
to be stayed pending resolution of related litigation involving third parties
not bound by this Agreement, the receipt of evidence, and the like) shall be
decided by the arbitrators. In deciding the substance of the parties' Disputed
Claims, the arbitrators shall refer to the substantive laws of the State of
Texas for guidance (excluding Texas choice-of-law principles that might call for
the application of some other state's law); provided, however, that IT IS
EXPRESSLY AGREED THAT NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO
THE CONTRARY, THE ARBITRATORS SHALL HAVE ABSOLUTELY NO AUTHORITY TO AWARD
CONSEQUENTIAL DAMAGES (SUCH AS LOSS OF PROFIT), INCIDENTAL, TREBLE, EXEMPLARY OR
PUNITIVE DAMAGES OF ANY TYPE UNDER ANY CIRCUMSTANCES REGARDLESS OF WHETHER SUCH
DAMAGES MAY BE AVAILABLE UNDER TEXAS LAW, THE LAW OF ANY OTHER STATE, OR FEDERAL
LAW, OR UNDER THE UNITED STATES ARBITRATION ACT OR UNDER ANY OTHER RULES OF
ARBITRATION. The arbitrators shall have the authority to assess the costs and
expenses of the arbitration proceeding (including the arbitrators' fees and
expenses) against either or both parties. However, each party shall bear its own
attorneys fees and the arbitrators shall have no authority to award attorneys
fees.
(c) The arbitration proceedings shall be conducted in Houston, Texas by
three arbitrators in accordance with the American Arbitration Association
Commercial Arbitration Rules. Within 30 days of the notice of initiation of the
arbitration procedure, the parties shall select three arbitrators. Each party
shall select one person to act as arbitrator and the two arbitrators so selected
shall select a third arbitrator within 10 days of their appointment. If the
arbitrators selected by the parties are unable or fail to agree upon the
identity of the third, within the time set forth herein, the third arbitrator
shall be selected by the American Arbitration Association. The arbitration shall
be governed by the United States Arbitration Act, 9 U.S.C. Sections 1-16, as
such Act is modified by this Agreement and judgment upon the award rendered by
the arbitrators may be entered by an court having jurisdiction thereof.
(d) All fees of the arbitrators and other administrative charges
related to the arbitration shall be borne equally by the parties.
(e) The parties hereby agree that the arbitration proceeding and the
arbitrators' award are to remain confidential and none of the parties or their
counsel will divulge or discuss, directly or indirectly, in the newspaper,
electronic media, or other public or private forum, or with any third parties,
the arbitration proceedings and/or the arbitrators' award except: (i) to the
extent required by a court of law or any federal, state, or local government,
agency or regulatory body or to the extent required to comply with applicable
securities laws or stock exchange requirements; (2) to the extent further agreed
by the parties hereto; or (3) to the extent necessary under subsection (f)
below.
(f) The award of the arbitrators shall be final and binding on the
parties, and judgment thereon may be entered in a court of competent
jurisdiction.
[signature pages follow]
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<PAGE> 11
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, all as of
the day and year first above written.
SE THUNDERBIRD L.P. ENRON NORTH AMERICA CORP.
By: Blue Heron I LLC, its general partner
By: Whitewing Associates L.P., its sole
member
By: Whitewing Management LLC, its general
partner
By: Egret I LLC, its managing member By:
-------------------------
Name:
-----------------------
Title:
----------------------
By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
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<PAGE> 1
EXHIBIT 2
[Execution Version]
PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT
(QUANTA SERVICES, INC.)
This Partial Assignment and Assumption Agreement (this "Agreement"),
dated as of December 21, 1999 (the "Effective Date"), is between Enron North
America Corp., a Delaware corporation (the "Assignor"), and SE Thunderbird L.P.,
a Delaware limited partnership (the "Assignee") and is delivered pursuant to
that certain Purchase and Sale Agreement of even date herewith between Assignee
and Assignor (the "Purchase and Sale Agreement").
In the event of a conflict between the terms of this Agreement and the
Purchase and Sale Agreement, the Purchase and Sale Agreement shall control.
Terms capitalized for other than grammatical purposes in this Agreement and not
defined herein have the meanings set forth in the Purchase and Sale Agreement,
and the following terms shall have the following definitions:
"Registration Rights Agreement" means the Registration Rights Agreement
dated as of September 29, 1998 among Quanta, Joint Energy Development
Investments II Limited Partnership ("JEDI-II"), and Assignor, as
amended by a First Amendment to Securities Purchase Agreement and
Registration Rights Agreement, dated as of September 21, 1999, among
Quanta, JEDI-II, and ECT Merchant Investments Corp., (the "First
Amendment"), as modified by a Letter Agreement dated September 21, 1999
among Quanta, JEDI-II, ECT Merchant Investments Corp., and UtiliCorp
United Inc. (the "Letter Agreement"), as the foregoing may have been
amended, modified and supplemented from time to time.
"Securities Purchase Agreement" means the Securities Purchase Agreement
dated as of September 29, 1998 among Quanta, JEDI-II, and Assignor, as
amended by the First Amendment and the Letter Agreement, as the
foregoing may have been amended, modified and supplemented from time to
time.
PART I
GRANTING CLAUSE
1. Registration Rights Agreement. For ten dollars ($10.00) and other
good and valuable consideration, the receipt and sufficiency of which Assignor
hereby acknowledges, Assignor has transferred, bargained, conveyed and assigned,
and does hereby transfer, bargain, convey and assign to Assignee, effective for
all purposes as of the Effective Date, the Registration Rights Agreement,
including, without limitation, all rights, privileges and obligations related
thereto, but only to the extent that the foregoing relate to the Quanta
Convertible Note; provided, however, that Assignor's rights and duties with
respect to any other debt, equity or other instruments of Quanta held by
Assignor shall not be assigned or delegated pursuant to this Agreement.
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<PAGE> 2
2. Securities Purchase Agreement. For ten dollars ($10.00) and other
good and valuable consideration, the receipt and sufficiency of which Assignor
hereby acknowledges, Assignor has transferred, bargained, conveyed and assigned,
and does hereby transfer, bargain, convey and assign to Assignee, effective for
all purposes as of the Effective Date, the Securities Purchase Agreement,
including, without limitation, all rights, privileges and obligations related
thereto, but only to the extent that the foregoing relate to the Quanta
Convertible Note; provided, however, that Assignor's rights and duties with
respect to any other debt, equity or other instruments issued by Quanta held by
Assignor or JEDI-II shall not be assigned or delegated pursuant to this
Agreement; and further provided, that nothing herein shall assign any of
Assignor's rights or obligations pursuant to Sections 2.06 and 6.07 of the
Securities Purchase Agreement, all of which are retained by Assignor.
TO HAVE AND TO HOLD, subject to the terms, exceptions and other
provisions herein stated, the foregoing unto Assignee, its successors and
assigns, forever.
PART II
ASSUMPTION OF OBLIGATIONS BY ASSIGNEE
Assignee has and by these presents does hereby fully assume and agrees
to perform and timely discharge from and after the Effective Date all
liabilities, duties and obligations of the Assignor that are attributable to the
ownership of the foregoing assigned rights, including, without limitation, all
liabilities, duties and obligations of the Assignor that arise under the
Registration Rights Agreement and the Securities Purchase Agreement. Assignee
agrees to be bound by all of the terms of such agreements.
PART III
MISCELLANEOUS
3.1 SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to the
benefit of Assignor and Assignee and their respective successors and assigns.
3.2 GOVERNING LAW. This Agreement shall be governed by and interpreted
in accordance with the laws of the State of Texas, except to the extent that it
is mandatory that the law of some other jurisdiction shall apply.
3.4 CAPTIONS. The captions in this Agreement are for convenience only
and shall not be considered a part of or affect the construction or
interpretation of any provision of this Agreement.
3.5 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
[signature lines follow]
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<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, all as of
the day and year first above written.
SE THUNDERBIRD L.P. ENRON NORTH AMERICA CORP.
By: Blue Heron I LLC, its general
partner
By: Whitewing Associates L.P., its sole
member
By: Whitewing Management LLC, its general
partner
By: Egret I LLC, its managing member By:
---------------------------
Name:
--------------------------
Title:
-------------------------
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
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