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EXHIBIT 3.7
CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF DESIGNATION,
RIGHTS AND LIMITATIONS OF THE SERIES A CONVERTIBLE
PREFERRED STOCK OF QUANTA SERVICES, INC.
The undersigned Delaware corporation, for the purpose of filing an
amendment to the Certificate of Designation, Rights and Limitations for its
Series A Convertible Preferred Stock, hereby certifies:
ARTICLE I
The name of the corporation is Quanta Services, Inc.
ARTICLE II
The Certificate of Designation, Rights, and Limitations of the Series A
Convertible Preferred Stock is hereby amended as follows:
1) Section 1 is amended in its entirety to read as follows:
1. Designation. Three Million Four Hundred Forty Four Thousand
Nine Hundred Sixty One (3,444,961) shares of the authorized
and unissued preferred stock of the Corporation, $0.00001 par
value per share, are hereby designated "Series A Convertible
Preferred Stock" (the Series A Preferred Stock").
2) Section 2(a) is amended in its entirety to read as follows:
(a) Preferred. Subject to Sections 2(c) and (d) below, the
holders of Series A Preferred Stock shall be entitled to
receive dividends in cash at the rate of 0.5% per annum on an
amount equal to $53.99, plus all unpaid dividends accrued, on
each outstanding share of Series A Preferred Stock (as
adjusted pursuant to Section 5 hereof with respect to such
share), when and as declared by the Board of Directors out of
the funds legally available for that purpose (the "Preferred
Dividend"). FOR THE PURPOSES OF SECTION 4 HEREOF, THE PURCHASE
PRICE OF EACH SHARE OF SERIES A PREFERRED STOCK SHALL BE
DEEMED TO BE $100.00 (THE "PURCHASE PRICE"). The Preferred
Dividend on each share of Series A Preferred Stock shall be
cumulative from the date of issuance of such share, whether or
not earned, whether or not funds of the Corporation are
legally available for the payment of dividends and whether or
not declared by the Board of Directors, but such dividend
shall be payable only when, as, and if declared by the Board
of Directors. So long as any shares of Series A Preferred
Stock shall be outstanding, (i) no dividend, whether in cash,
stock or property, shall be paid or declared, nor shall any
other distribution be made, on any shares of the common stock
of the Corporation, par value $0.00001 per share (the "Common
Stock"), or any other class or series of capital stock of the
Corporation, (ii) nor shall any class or series of capital
stock of
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the Corporation be redeemed, purchased or otherwise acquired
for value by the Corporation (except for acquisitions of
Common Stock by the Corporation pursuant to (A) agreements
which permit the Corporation to repurchase such shares upon
termination of services to the Corporation entered into on or
before the date on which the shares of Series A Preferred
Stock were first issued (the "Original Issue Date") or (B) in
satisfaction of an indemnification obligation to the
Corporation upon a breach by the holder of Common Stock of a
representation, warranty or covenant in any agreement for the
acquisition by the Corporation of a business (as defined in
Rule 11-01(d) of Regulation S-X adopted by the Securities and
Exchange Commission) pursuant to the Corporation's acquisition
program (an "Acquisition")), in each case, until all dividends
set forth in this Section 2(a) on the Series A Preferred Stock
shall have been paid or declared and set apart.
3) Section 2(d) is amended in its entirety to read as follows:
(d) Adjustment of Preferred Dividend. At the option of
UtiliCorp United Inc., a Delaware corporation, or one or more
of its "affiliates" (as defined in Rule 12b-2 under the
Securities Exchange Act of 1934, as amended) or all such
persons together (collectively, "UtiliCorp"), at any time
after the sixth anniversary of the Original Issue Date, if on
the date of exercise by UtiliCorp the Closing Price (as
defined in Section 4(b)(i) below) of the Corporation's Common
Stock is $30.00 or less (subject to adjustment for any stock
split, combination, and the like), then the Preferred Dividend
will be adjusted to the then "market coupon rate" (as defined
below). The "market coupon rate" shall be the Corporation's
after-tax cost of obtaining financing, excluding common stock,
to replace UtiliCorp's INITIAL $186,000,000 investment in the
Corporation, as determined by mutual agreement of the parties;
provided, however, that if the parties are unable to agree
upon the market coupon rate within 10 days after the date of
the sixth anniversary of the Original Issue Date, then the
parties shall mutually agree upon a nationally recognized
investment banking firm skilled in the business aspects of the
subject to determine the market coupon rate, such
determination shall be made by the investment banking firm
within 30 days of being selected. If the parties are unable to
agree upon a nationally recognized investment banking firm
within 30 days after the date of the sixth anniversary of the
Original Issue Date, then the determination shall be made by a
panel of three nationally recognized investment banking firms
skilled in the business aspects of the subject. Each of the
Corporation and the holder of a majority of the shares of
Series A Preferred Stock shall select one such firm within
five days after the expiration of the above-mentioned 30-day
period (the "Initial Selection Period"), and the third such
firm shall be selected by the two investment banking firms
within five days after the expiration of the Initial Selection
Period. Within 15 days after the selection of the third
investment banking firm, the initial two firms shall submit to
the third firm their proposals of the market coupon rate and,
within five days after receipt thereof, the third firm shall
adopt in its entirety one of the proposals and shall not
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adopt a compromise between the proposals of the initial two
firms. The market coupon rate determined in accordance with
the above procedure shall, retroactive to the date immediately
following the sixth anniversary of the Original Issue Date and
thereafter, be the Preferred Dividend.
ARTICLE III
The amendment of the Certificate of Designation, Rights, and
Limitations of the Series A Convertible Preferred Stock of Quanta Services, Inc.
as set forth herein has been duly adopted in accordance with Section 242 of the
General Corporation Law of the State of Delaware.
EXECUTED, effective as of the 15th day of June, 2000.
QUANTA SERVICES, INC.
By: /s/ Brad Eastman
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Title: Vice President, Secretary and
General Counsel
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