exv10w3



 




Exhibit 10.3


SECOND AMENDMENT TO CREDIT AGREEMENT




      THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of March 14, 2005 (the “Amendment”)
is entered into among Quanta Services, Inc., a Delaware corporation (the “Borrower”), the
Guarantors, the Lenders party hereto and Bank of America, N.A., as Administrative Agent. 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 Borrower, the Guarantors, the Lenders and the Administrative Agent entered into
that certain Credit Agreement dated as of December 19, 2003 (as amended and modified from time to
time, the “Credit Agreement”); and



      WHEREAS, the Borrower has requested that the Lenders amend certain terms of the Credit
Agreement as set forth below;



      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. Amendments. The Credit Agreement is hereby amended as follows:




      (a) The word “and” at the end of clause (d) in the definition of “Cash Equivalents” in
Section 1.01 is hereby deleted and replaced with a “,” and the following language is hereby
added at the end of the definition of “Cash Equivalents” following clause (e) and shall read
as follows:




, (f) Investments in money market mutual funds that comply with Rule 2a-7 under the
Investment Company Act of 1940, as amended, (g) auction rate securities rated AAA
(or the equivalent thereof) or better by at least two nationally recognized rating
agencies and having a put/auction option no more than 90 days from the date of
purchase, irrespective of whether taxable or tax free, and (h) variable rate demand
notes having a letter of credit from an Approved Bank and having a put option no
longer than seven days from the date of purchase, irrespective of whether taxable or
tax free.




      (b) The definition of “Loan Documents” in Section 1.01 is hereby amended to read as
follows:




      “Loan Documents” means this Agreement, each Note, each Letter of
Credit, each Letter of Credit Application, each Joinder Agreement, the Collateral
Documents, the Intercreditor Agreement, each Request for Credit Extension, each
Compliance Certificate, the Fee Letter and each other document, instrument or
agreement from time to time executed by the Borrower or any of its Subsidiaries or
any Responsible Officer thereof and delivered in connection with this Agreement.




      (c) The following sentence is hereby added at the end of the definition of “Non-Cash
Charges” in Section 1.01 and shall read as follows:




For the avoidance of doubt, Non-Cash Charges shall not include any depreciation
expense.



 








 






      (d) The following definitions are hereby added in Section 1.01 in the appropriate
alphabetical order and shall read as follows:




      “Intercreditor Agreement” means (i) that certain Intercreditor
Agreement dated as of March 14, 2005 by and between the Administrative Agent, on
behalf of the Lenders, and Federal Insurance Company, an Indiana corporation, its
affiliates and subsidiaries and their respective co-sureties bound therein, and
their respective successors and permitted assigns, as amended or modified from time
to time in accordance with the terms hereof and thereof or (ii) any additional or
replacement intercreditor agreement between the Administrative Agent and any Surety
containing terms substantially identical to (unless any term is changed in a manner
more favorable to the Lenders in the sole discretion of the Administrative Agent),
and no less favorable to the Lenders than, the terms of the intercreditor agreement
described in clause (i) above, as amended or modified from time to time in
accordance with the terms hereof and thereof.




      “Surety” means (i) Federal Insurance Company, an Indiana corporation,
its affiliates and subsidiaries and any other companies writing bonds for which the
Underwriting Agreement is consideration (and other companies from whom such Person
procures bonds for the Principal (as defined in the Underwriting Agreement)), and
their co-sureties and reinsurors, and their respective successors and permitted
assigns or (ii) any Person (together with its affiliates and subsidiaries and other
companies writing bonds for which an Underwriting Agreement is consideration (and
other companies from whom such Person procures bonds for the Principal (as defined
in the Underwriting Agreement)) who replaces or supplements the Persons identified
in clause (i) above under the Surety Credit Documents as executor or procurer of
bonds pursuant to the Surety Credit Documents, and their co-sureties and reinsurors,
and their respective successors and permitted assigns.




      “Surety Credit Documents” has the meaning specified in the
Intercreditor Agreement (such incorporation to include the defined terms contained
in the definition of Surety Credit Documents contained in the Intercreditor
Agreement).




      “Surety Priority Collateral” has the meaning specified in the
Intercreditor Agreement (such incorporation to include the defined terms contained
in the definition of Surety Priority Collateral contained in the Intercreditor
Agreement).




      “Underwriting Agreement” means (i) that certain Underwriting,
Continuing Indemnity and Security Agreement dated as of March 14, 2005 by and among
the Principal (as defined in the Intercreditor Agreement) and the Surety, as amended
or modified from time to time in accordance with the terms hereof and thereof or
(ii) any additional or replacement Underwriting, Continuing Indemnity and Security
Agreement by and among the Principal (as defined in the Intercreditor Agreement) and
the Surety containing terms substantially identical to (unless any term is changed
in a manner more favorable to the Lenders in the sole discretion of the
Administrative Agent), and no less favorable to the Loan Parties and the Lenders
than, the terms of the Underwriting, Continuing Indemnity and Security Agreement
described in clause (i) above, as amended or modified from time to time in
accordance with the terms hereof and thereof.




      (e) Subsection (i) of Section 7.02(e) is hereby amended to read as follows:



2








 






(i) copies of each annual report, proxy or financial statement or other
report or communication sent to the stockholders of the Borrower, and copies
of all annual, regular, periodic and special reports and registration
statements which the Borrower may deliver, file or be required to file with
the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 or
to a holder of any Indebtedness owed by the Borrower or any Subsidiary in
its capacity as such a holder (including, without limitation, copies of all
notices and other information delivered to or received from the Surety) and
not otherwise required to be delivered to the Administrative Agent pursuant
hereto and




      (f) Clause (ii) of the proviso in the first sentence of the last paragraph of Section
7.02 is hereby amended to read as follows:




(ii) the Borrower shall notify (which may be by facsimile or electronic
mail) the Administrative Agent and each Lender of the posting of any such
documents.




      (g) A new clause (f) is hereby added to Section 7.03 immediately following clause (e)
in Section 7.03 and shall read as follows:




      (f) Promptly notify the Administrative Agent and each Lender of the occurrence
of (i) any Event of Default under and as defined in the Underwriting Agreement or
(ii) any fact, condition or event that only with the giving of notice or passage of
time or both, would become an Event of Default under and as defined in the
Underwriting Agreement.




      (h) The paragraph at the end of Section 7.03 is hereby amended to read as follows:




      Each notice pursuant to this Section 7.03(a), (b), (c),
(d) and (f) shall be accompanied by a statement of a Responsible
Officer of the Borrower setting forth details of the occurrence referred to therein
and stating what action the Borrower has taken and proposes to take with respect
thereto. Each notice pursuant to Section 7.03(a) shall describe with
particularity any and all provisions of this Agreement and any other Loan Document
that have been breached by any Loan Party. Each notice pursuant to Section
7.03(f) shall describe with particularity any and all provisions of any Surety
Credit Document that have been breached.




      (i) The word “and” at the end of Section 8.01(o) is hereby deleted, and the “.” at the
end of Section 8.01(p) is hereby deleted and replaced with “; and” and a new clause (q) is
hereby added at the end of Section 8.01 and shall read as follows:




      (q) (i) Liens in favor of the Surety on the Surety Priority Collateral arising
pursuant to any of the Surety Credit Documents; provided that such Liens
remain subject to the terms of the Intercreditor Agreement and (ii) Liens (provided
that those of the Surety shall be subject to the terms of the Intercreditor
Agreement) arising as a matter of law which secure the obligations of the Borrower
or any Subsidiary under any surety bond provided in the ordinary course of business.




      (j) Section 8.03(e) is hereby amended to read as follows:




      (e) (i) obligations of the Borrower under surety bonds provided in the ordinary
course of business and (ii) obligations of the Borrower and its Subsidiaries
under the Surety Credit Documents; provided that such obligations are
subject to the terms of the Intercreditor Agreement;



3








 






      (k) Section 8.06(c) is hereby amended to read as follows:




      (c) provided that no Default or Event of Default exists immediately prior to
and after giving effect to any such purchase, redemption, acquisition or retirement,
(i) during the fiscal year ending December 31, 2005, the Borrower may make dividends
and purchase, redeem, acquire or retire shares of its Capital Stock of any class or
any warrants or options to purchase any such shares of its Capital Stock in an
aggregate amount not to exceed $25,000,000 and (ii) subsequent to December 31, 2005,
the Borrower may make dividends and purchase, redeem, acquire or retire shares of
its Capital Stock of any class or any warrants or options to purchase any such shares of its
Capital Stock in an aggregate amount not to exceed in any fiscal year
an amount equal to twenty five percent (25%) of the sum of (i) Consolidated Net
Income for the immediately prior fiscal year plus (ii) the amount of Non-Cash
Charges for the immediately prior fiscal year (to the extent such Non-Cash Charges
reduced Consolidated Net Income for such fiscal year).




      (l) The word “or” at the end clause (5) of Section 8.09(a) is hereby deleted and
replaced with a “,” and the “.” at the end of Section 8.09(a) is hereby deleted and replaced
with the word “or” and a new clause (7) is hereby added at the end of Section 8.09(a) and
shall read as follows:




      (7) the Underwriting Agreement.




      (m) A new clause (d) is hereby added to Section 8.12 immediately following clause (c)
and shall read as follows:




      (d) Amend or modify any of the terms of the Underwriting Agreement or the
Indemnity Agreement (as defined in the Underwriting Agreement) if any such amendment
or modification would add or change any terms in a manner adverse to the Lenders or
the Indemnitors (as defined in the Intercreditor Agreement); provided that
this Section 8.12(d) shall not prohibit any issuance of Bonds (as defined in
the Underwriting Agreement), the joinder of or other change in any parties to the
Surety Credit Documents in accordance with their terms or any amendments or
modifications which do not require the consent of any Loan Party or Subsidiary.




      (n) The “.” at the end of the Section 9.01(n) is hereby deleted and replaced with “;
or” and a new clause (o) is hereby added at the end of Section 9.01(n) and shall read as
follows:




      (o) Underwriting Agreement. There shall occur an “Event of Default”
under, and as defined in, the Underwriting Agreement.



      2. Authorization. The Lenders hereby approve the terms of any Intercreditor Agreement
including the Intercreditor Agreement dated as of March 14, 2005 by and between the Administrative
Agent, on behalf of the Lenders, and Federal Insurance Company, an Indiana corporation, in
substantially the form attached hereto as Exhibit A, and authorize the Administrative Agent
to execute and deliver such Intercreditor Agreement on behalf of all Lenders.



4








 





      3. Conditions Precedent. This Amendment shall be effective upon satisfaction of the
following conditions precedent:




      (a) Receipt by the Administrative Agent of counterparts of this Amendment duly executed
by the Borrower, the Guarantors, the Lenders holding a majority of the Revolving
Commitments, the Required Lenders and the Administrative Agent;




      (b) Receipt by the Administrative Agent of a copy, certified by a Responsible Officer
of the Borrower as true and complete, of (i) the Underwriting Agreement (together with all
exhibits and schedules thereto) dated as of March 14, 2005 by the Borrower and certain of
its affiliates and subsidiaries in favor of Federal Insurance Company, an Indiana
corporation and (ii) the General Agreement of Indemnity (together with all exhibits and
schedules thereto) dated as of December 2, 1999 executed by the Borrower, on its behalf and
the behalf of its subsidiaries in favor of Federal Insurance Company, an Indiana
corporation, its affiliates and subsidiaries and various other identified parties;




      (c) The Intercreditor Agreement shall have been executed and delivered by the
Administrative Agent and Federal Insurance Company; and




      (d) Receipt by the Administrative Agent of all attorney fees of the Administrative
Agent payable in connection with this Amendment and the Intercreditor Agreement referenced
in clause (c) above.



      4. Miscellaneous.




      (a) The Credit Agreement, as amended by this Amendment, 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.




      (b) Each Guarantor (a) acknowledges and consents to all of the terms and conditions of
this Amendment, (b) affirms all of its obligations under the Loan Documents and (c) agrees
that this Amendment 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.




      (c) The Borrower and the Guarantors hereby represent and warrant as follows:




      (i) Each Loan Party has taken all necessary action to authorize the execution,
delivery and performance of this Amendment.




      (ii) This Amendment 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 Parties in accordance with its terms, except as such
enforceability may be subject to (i) bankruptcy, insolvency, reorganization,
fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’
rights generally and (ii) 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 Amendment, other than those that have already been obtained and are in full force
and effect.



5








 






      (d) The Loan Parties represent and warrant to the Lenders that (i) 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 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, and except that
the representations and warranties contained in subsections (a) and (b) of Section 6.05 of
the Credit Agreement shall be deemed to refer to the most recent financial statements
furnished pursuant to clauses (a) and (b), respectively, of Section 7.01 of the Credit
Agreement, and (ii) after giving effect to this Amendment, no event has occurred and is
continuing which constitutes a Default or an Event of Default.




      (e) This Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be an original, but all of which shall constitute one and the
same instrument. Delivery of an executed counterpart of this Amendment by telecopy shall be
effective as an original and shall constitute a representation that an executed original
shall be delivered.




      (f) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.



[remainder of page intentionally left blank]




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      Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and
delivered as of the date first above written.


	 	 	 	 	 
	BORROWER: 	QUANTA SERVICES, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	GUARANTORS: 	ARBY CONSTRUCTION, INC.

AUSTIN TRENCHER, INC.

CCLC, INC.

CONTI COMMUNICATIONS, INC.

CROCE ELECTRIC COMPANY, INC.

DILLARD SMITH CONSTRUCTION COMPANY

DRIFTWOOD ELECTRICAL CONTRACTORS, INC.

GLOBAL ENERCOM MANAGEMENT, INC.

GOLDEN STATE UTILITY CO.

H.L. CHAPMAN PIPELINE CONSTRUCTION, INC.

MANUEL BROS., INC.

MEARS GROUP, INC.

NETWORK ELECTRIC COMPANY

NORTH SKY COMMUNICATIONS, INC.

PARKSIDE SITE & UTILITY COMPANY CORPORATION

PARKSIDE UTILITY CONSTRUCTION CORP.

PWR FINANCIAL COMPANY

QPC, INC.

QSI, INC.

QUANTA DELAWARE, INC.

QUANTA GOVERNMENT SERVICES, INC.

QUANTA GOVERNMENT SOLUTIONS, INC.

QUANTA LVII ACQUISITION, INC.

QUANTA LVIII ACQUISITION, INC.

QUANTA LIX ACQUISITION, INC.

QUANTA LX ACQUISITION, INC.

QUANTA LXI ACQUISITION, INC.

QUANTA LXII ACQUISITION, INC.

QUANTA LXIII ACQUISITION, INC.

QUANTA LXIV ACQUISITION, INC.

QUANTA LXV ACQUISITION, INC.,

each a Delaware corporation

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 





 








 





	 	 	 	 	 
	 	QUANTA LXVI ACQUISITION, INC.

QUANTA LXVII ACQUISITION, INC.

QUANTA LXVIII ACQUISITION, INC.

QUANTA LXIX ACQUISITION, INC.

QUANTA LXX ACQUISITION, INC.

QUANTA LXXI ACQUISITION, INC.

QUANTA LXXII ACQUISITION, INC.

QUANTA LXXIII ACQUISITION, INC.

QUANTA UTILITY INSTALLATION

COMPANY, INC.

R.A. WAFFENSMITH & CO., INC.

SOUTHEAST PIPELINE CONSTRUCTION, INC.

SOUTHWESTERN COMMUNICATIONS, INC.

SPALJ CONSTRUCTION COMPANY

SUMTER UTILITIES, INC.

TOM ALLEN CONSTRUCTION COMPANY

TTGP, INC.

TTLP, INC.

TXLP, INC.

UNDERGROUND CONSTRUCTION CO., INC.

UTILITY LINE MANAGEMENT SERVICES, INC.

VCI TELCOM, INC.

W.C. COMMUNICATIONS, INC.,

each a Delaware corporation

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	ADVANCED TECHNOLOGIES AND 

     INSTALLATION CORPORATION,

ALLTECK LINE CONTRACTORS (USA), INC.

POTELCO, INC.,

each a Washington corporation

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	BRADFORD BROTHERS, INCORPORATED

TTM, INC.,

each a North Carolina corporation

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 




 








 





	 	 	 	 	 
	 	CMI SERVICES, INC.

TRAWICK CONSTRUCTION COMPANY, INC.,

each a Florida corporation

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	CROWN FIBER COMMUNICATIONS, INC.,

a Virginia corporation

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	ENVIRONMENTAL PROFESSIONAL 

      ASSOCIATES, LIMITED

W.H.O.M. CORPORATION

each a California corporation

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	FIVE POINTS CONSTRUCTION CO.

MEJIA PERSONNEL SERVICES, INC.

TRANS TECH ACQUISITION, INC.

SOUTHWEST TRENCHING COMPANY, INC.

each a Texas corporation

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	INTERMOUNTAIN ELECTRIC, INC.,

a Colorado corporation

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 




 








 





	 	 	 	 	 
	 	IRBY CONSTRUCTION COMPANY,

a Mississippi corporation

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	METRO UNDERGROUND SERVICES, INC. OF ILLINOIS,

PROFESSIONAL TELECONCEPTS, INC.,

each an Illinois corporation

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	PAR ELECTRICAL CONTRACTORS, INC.,

a Missouri corporation

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	PROFESSIONAL TELECONCEPTS, INC.,

a New York corporation

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	THE RYAN COMPANY, INC.,

a Massachusetts corporation

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	QDE, LLC,

a Delaware limited liability company

 	 
	 	By:  	PWR Financial Company, Its Sole Member

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 




 








 





	 	 	 	 	 
	 	QUANTA ASSET MANAGEMENT LLC,

a Delaware limited liability company

 	 
	 	By:  	QSI, Inc., Its Sole Member

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	TOTAL QUALITY MANAGEMENT SERVICES, LLC,

a Delaware limited liability company

COAST TO COAST, LLC,

a California limited liability company

 	 
	 	By:  	Environmental Professional Associates,

Limited, Its Sole Member

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	QUANTA UTILITY SERVICES, LLC,

a Delaware limited liability company

 	 
	 	By:  	Mejia Personnel Services, Inc.,

Its Sole Member

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 




 








 





	 	 	 	 	 
	 	TJADER, L.L.C.

OKAY CONSTRUCTION COMPANY, LLC

each a Delaware limited liability company

 	 
	 	By:  	Spalj Construction Company,

Its Sole Member

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	MEARS/CPG LLC

MEARS ENGINEERING/ LLC

MEARS/HDD, LLC

MEARS SERVICES LLC

each a Michigan limited liability company

 	 
	 	By:  	Mears Group, Inc., The Sole Member of each of

the foregoing limited liability companies

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	S.K.S. PIPELINERS, LLC,

a Delaware limited liability company

 	 
	 	By:  	Arby Construction, Inc., Its Sole Member

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	TNS-VA, LLC,

a Delaware limited liability company

 	 
	 	By:  	Professional Teleconcepts, Inc., Its Sole Member

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 




 








 





	 	 	 	 	 
	 	NORTH HOUSTON POLE LINE, L.P.

LINDSEY ELECTRIC, L.P.

DIGCO UTILITY CONSTRUCTION, L.P.

each a Texas limited partnership

 	 
	 	By:  	Mejia Personnel Services, Inc., Its General

Partner

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	QUANTA SERVICES MANAGEMENT 

     PARTNERSHIP, L.P.

QUANTA ASSOCIATES, L.P.

each a Texas limited partnerships

 	 
	 	By:  	QSI, Inc., Its General Partner

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	TRANS TECH ELECTRIC, L.P.,

a Texas limited partnership

 	 
	 	By:  	TTGP, Inc., Its General Partner

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	PWR NETWORK, LLC,

a Delaware limited liability company

 	 
	 	By:  	PWR Financial Company, Its Sole Member

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 




 








 





	 	 	 	 	 
	 	QUANTA RECEIVABLES, LP,

a Delaware limited partnership

 	 
	 	By:  	PWR Network, LLC, Its General Partner

 	 
	 	By:  	PWR Financial Company, its Sole Member

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	Q RESOURCES, LLC,

a Delaware limited liability company

 	 
	 	By:  	QSI, Inc., its Sole Member

 	 
	 	By:  	
/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 




 








 





	 	 	 	 	 
	ADMINSTRATIVE
 AGENT: 	BANK OF AMERICA, N.A.,

as Administrative Agent

 	 
	 	By:  	/s/ Suzanne M. Paul
 	 
	 	Name:  	Suzanne M. Paul 	 
	 	Title:  	Vice President 	 
	 
	LENDERS: 	BANK OF AMERICA, N.A.,

as a Lender, Swing Line Lender, L/C Issuer and

Credit-Linked L/C Issuer

 	 
	 	By:  	/s/ Gary L. Mingle
 	 
	 	Name:  	Gary L. Mingle 	 
	 	Title:  	Senior Vice President 	 
	 




 








 





	 	 	 	 	 
	LENDERS:


	 	LANDMARK III CDO LIMITED

 	 
	 	By:  	Aladdin Capital Management LLC

as Manager

 	 
	 	By:  	/s/ Angela Bozorgmir
 	 
	 	Name:  	Angela Bozorgmir 	 
	 	Title:  	Director 	 
	 
	 	LANDMARK II CDO LIMITED

 	 
	 	By:  	Aladdin Capital Management LLC

as Manager

 	 
	 	By:  	/s/ Angela Bozorgmir
 	 
	 	Name:  	Angela Bozorgmir 	 
	 	Title:  	Director 	 
	 
	 	LANDMARK I CDO LIMITED

 	 
	 	By:  	Aladdin Capital Management LLC

as Manager

 	 
	 	By:  	/s/ Angela Bozorgmir
 	 
	 	Name:  	Angela Bozorgmir 	 
	 	Title:  	Director 	 
	 
	 	BALLANTYNE FUNDING LLC

 	 
	 	By:  	/s/ Meredith J. Koslick
 	 
	 	Name:  	Meredith J. Koslick 	 
	 	Title:  	Assistant Vice President 	 
	 
	 	Hanover Square CLO Ltd.

By: Blackstone Debt Advisors L.P.

As Collateral Manager

 	 
	 	By:  	/s/ Dean Craires
 	 
	 	Name:  	Dean Criares 	 
	 	Title:  	Managing Director 	 
	 




 








 





	 	 	 	 	 
	 	Union Square CDO Ltd.

By: Blackstone Debt Advisors L.P.

As Collateral Manager

 	 
	 	By:  	/s/ Dean Craires
 	 
	 	Name:  	Dean Criares 	 
	 	Title:  	Managing Director 	 
	 
	 	Monument Park CDO Ltd.

By: Blackstone Debt Advisors L.P.

As Collateral Manager

 	 
	 	By:  	/s/ Dean Craires
 	 
	 	Name:  	Dean Criares 	 
	 	Title:  	Managing Director 	 
	 
	 	Denali Capital LLC, managing member of

DC Funding Partners, portfolio manager for

DENALI CAPITAL CLO IV, LTD., or an affiliate

 	 
	 	By:  	/s/ Nicole D. Kouba
 	 
	 	Name:  	Nicole D. Kouba 	 
	 	Title:  	Vice President 	 
	 
	 	Denali Capital LLC, managing member of

DC Funding Partners, portfolio manager for

DENALI CAPITAL CLO III, LTD., or an affiliate

 	 
	 	By:  	/s/ Nicole D. Kouba
 	 
	 	Name:  	Nicole D. Kouba 	 
	 	Title:  	Vice President 	 
	 
	 	FRANKLIN FLOATING RATE DAILY ACCESS FUND

 	 
	 	By:  	/s/ Richard Hsu
 	 
	 	Name:  	Richard Hsu 	 
	 	Title:  	Vice President 	 
	 




 








 





	 	 	 	 	 
	 	FRANKLIN FLOATING RATE MASTER SERIES

 	 
	 	By:  	/s/ Richard Hsu
 	 
	 	Name:  	Richard Hsu 	 
	 	Title:  	Vice President 	 
	 
	 	FRANKLIN FLOATING RATE TRUST

 	 
	 	By:  	/s/ Richard Hsu
 	 
	 	Name:  	Richard Hsu 	 
	 	Title:  	Vice President 	 
	 
	 	Harth CLO II Limited

 	 
	 	By:  	/s/ Michael E. Lewitt
 	 
	 	Name:  	Michael E. Lewitt 	 
	 	Title:  	Authorized Signatory 	 
	 
	 	LightPoint CLO 2004-I, Ltd.

 	 
	 	By:  	/s/ Timothy S. Van Kirk
 	 
	 	Name:  	Timothy S. Van Kirk 	 
	 	Title:  	Managing Director 	 
	 
	 	Nationwide Life Insurance Company

 	 
	 	By:  	/s/ Thomas S. Leggett
 	 
	 	Name:  	Thomas S. Leggett 	 
	 	Title:  	Associate Vice President
Public Bonds 	 
	 
	 	Nationwide Mutual Fire Insurance Company

 	 
	 	By:  	/s/ Thomas S. Leggett
 	 
	 	Name:  	Thomas S. Leggett 	 
	 	Title:  	Associate Vice President
Public Bonds 	 
	 




 








 





	 	 	 	 	 
	 	Nationwide Mutual Insurance Company

 	 
	 	By:  	/s/ Thomas S. Leggett
 	 
	 	Name:  	Thomas S. Leggett 	 
	 	Title:  	Associate Vice President
Public Bonds 	 
	 
	 	Oppenheimer Senior Floating Rate Fund

 	 
	 	By:  	/s/ Lisa Chaffee
 	 
	 	Name:  	Lisa Chaffee 	 
	 	Title:  	AVP 	 
	 
	 	HarbourView CLO IV, Ltd.

 	 
	 	By:  	/s/ Lisa Chaffee
 	 
	 	Name:  	Lisa Chaffee 	 
	 	Title:  	AVP 	 
	 
	 	HarbourView CLO V, Ltd.

 	 
	 	By:  	/s/ Lisa Chaffee
 	 
	 	Name:  	Lisa Chaffee 	 
	 	Title:  	AVP 	 
	 
	 	TORONTO DOMINION (NEW YORK), LLC

 	 
	 	By:  	/s/ Masood Pikree
 	 
	 	Name:  	Masood Pikree 	 
	 	Title:  	Authorized Signatory 	 
	 
	 	APEX (Trimaran) CDO I, LTD.

By Trimaran Advisors, L.L.C.

 	 
	 	By:  	/s/ David M. Millison
 	 
	 	Name:  	David M. Millison 	 
	 	Title:  	Managing Director 	 
	 




 








 





	 	 	 	 	 
	 	SAWGRASS TRADING LLC

 	 
	 	By:  	/s/ Meredith J. Koslick
 	 
	 	Name:  	Meredith J. Koslick 	 
	 	Title:  	Assistant Vice President 	 
	 
	 	JPMORGAN CHASE BANK

 	 
	 	By:  	/s/ Robert L. Mendoza
 	 
	 	Name:  	Rodber L. Mendoza 	 
	 	Title:  	Vice President