EX-10.5



 Exhibit 10.5 

SECOND AMENDMENT TO 
 THIRD AMENDED
AND RESTATED CREDIT AGREEMENT 
 THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 4, 2015 (the
“Agreement”) is entered into among Quanta Services, Inc., a Delaware corporation (the “Company”), the Australian Borrowers, the Canadian Borrowers, the Guarantors, the Lenders party hereto and Bank of America, N.A.,
as Administrative Agent, Domestic Swing Line Lender and an L/C Issuer. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below). 

RECITALS 
 WHEREAS, the
Borrowers, the Guarantors, the Lenders and the Administrative Agent entered into that certain Third Amended and Restated Credit Agreement dated as of October 30, 2013 (as amended and modified from time to time, the “Credit
Agreement”); 
 WHEREAS, the Company has requested that the Lenders amend the Credit Agreement as set forth in Section 1
below; and 
 WHEREAS, the Lenders have agreed to provide the requested amendment, subject to the terms and conditions set forth herein;

 NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 1. Amendment.
Clause (b) of the definition of “Change of Control” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

(b) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent
governing body of the Company ceases to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing
body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or
other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or 

2. Conditions Precedent. This Agreement shall be effective upon receipt by the Administrative Agent of counterparts of this Agreement
duly executed by each of the Borrowers, the Guarantors, the Required Lenders and Bank of America, N.A., as Administrative Agent. 
 3.
Miscellaneous. 
 (a) The Credit Agreement, and the obligations of the Loan Parties thereunder and under the other
Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms, as affected and amended by this Agreement. 







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

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

 (d) The Borrowers 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 Agreement; 

(ii) This Agreement has been duly executed and delivered by the Loan Parties and constitutes each of the Loan Parties’
legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting
creditors’ rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity); and 

(iii) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental
authority or third party is required in connection with the execution, delivery or performance by any Loan Party of this Agreement. 

(e) 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, in which case they shall be true and correct as of such earlier date, and (ii) no event has occurred and is continuing which constitutes a Default or an Event of
Default. 
 (f) This Agreement 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 Agreement by telecopy or digital/electronic transmission (e.g., PDF format) shall be effective as an original and shall
constitute a representation that an executed original shall be delivered. 
 (g) THIS AGREEMENT 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. 

[Signature pages follow] 

  
 2 








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

							
	BORROWERS:				QUANTA SERVICES, INC.,
					a Delaware corporation
				
					By:		 /s/ Nicholas M. Grindstaff

					Name:		Nicholas M. Grindstaff
					Title:		Vice President – Finance and Treasurer
			
					QSI FINANCE (AUSTRALIA) PTY. LTD, a corporation incorporated under the laws of the Commonwealth of Australia
				
					By:		 /s/ Gerald Albert Ducey, Jr.

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

					Name:		Scot P. Fluharty
					Title:		Director
			
					QSI FINANCE V (US), LLP, a Delaware limited liability partnership
			
					By: QSI FINANCE IV (CANADA) ULC, its managing partner
				
					By:		 /s/ Nicholas M. Grindstaff

					Name:		Nicholas M. Grindstaff
					Title:		Treasurer
			
					QSI FINANCE II (AUSTRALIA) PTY LTD, a corporation incorporated under the laws of the Commonwealth of Australia
				
					By:		 /s/ Gerald Albert Ducy, Jr.

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

					Name:		Scot P. Fluharty
					Title:		Director
			
					QSI FINANCE X (CANADA) ULC, a British Columbia corporation
				
					By:		 /s/ Nicholas M. Grinstaff

					Name:		Nicholas M. Grindstaff
					Title:		Treasurer


  
 SECOND AMENDMENT TO
THIRD AMENDED 
 AND RESTATED LOAN AGREEMENT 

QUANTA SERVICES, INC. 









			
	GUARANTORS:		1 DIAMOND, LLC
			AMERICAN INTERNATIONAL MARITIME LOGISTICS, LLC
			CONAM CONSTRUCTION CO.
			CONTI COMMUNICATIONS, INC.
			CROCE ELECTRIC COMPANY, INC.
			CRUX SUBSURFACE, INC.
			DACON CORPORATION
			DASHIELL CORPORATION
			ENERGY CONSTRUCTION SERVICES, INC.
			FIVE POINTS CONSTRUCTION CO.
			FUELING SYSTEMS CONTRACTORS, LLC
			HARGRAVE POWER, INC.
			H.L. CHAPMAN PIPELINE CONSTRUCTION, INC.
			INFRASOURCE CONSTRUCTION, LLC
			INFRASOURCE FIELD SERVICES, LLC
			INFRASOURCE FI, LLC
			INFRASOURCE INSTALLATION, LLC
			INFRASOURCE, LLC
			INFRASOURCE SERVICES, LLC
			INFRASOURCE TRANSMISSION SERVICES COMPANY
			INFRASOURCE UNDERGROUND CONSTRUCTION, INC.
			INFRASOURCE UNDERGROUND SERVICES CANADA, INC.
			INLINE DEVICES, LLC
			INTERMOUNTAIN ELECTRIC, INC.
			IONEARTH, LLC
			IRBY CONSTRUCTION COMPANY
			ISLAND MECHANICAL CORPORATION
			J.W. DIDADO ELECTRIC, LLC
			LAZY Q RANCH, LLC
			MANUEL BROS., INC.
			MEARS CONSTRUCTION, LLC
			MEARS GROUP, INC.
			MEJIA PERSONNEL SERVICES, INC.
			MERCER SOFTWARE SOLUTIONS, LLC
			MICROLINE TECHNOLOGY CORPORATION
			M. J. ELECTRIC, LLC
			NORTH SKY ENGINEERING, INC.
			NORTHSTAR ENERGY SERVICES, INC.
			NOVA EQUIPMENT LEASING, LLC
			NOVA GROUP, INC.
			NOVA NEXTGEN SOLUTIONS, LLC
			PAR ELECTRICAL CONTRACTORS, INC.
			PERFORMANCE ENERGY SERVICES, L.L.C.
			POTELCO, INC.
			POWERSTREAM, LLC
			PRICE GREGORY CONSTRUCTION, INC.
			PRICE GREGORY INTERNATIONAL, INC.


  
 SECOND AMENDMENT TO
THIRD AMENDED 
 AND RESTATED LOAN AGREEMENT 

QUANTA SERVICES, INC. 









			
			PRICE GREGORY SERVICES, LLC
			PROBST ELECTRIC, INC.
			PWR FINANCIAL COMPANY
			PWR NETWORK, LLC
			QPS ENGINEERING, LLC
			QSI, INC.
			QUANTA ASSET MANAGEMENT LLC
			QUANTA CAPITAL SOLUTIONS, INC.
			QUANTA DELAWARE, INC.
			QUANTA ELECTRIC POWER SERVICES, LLC
			QUANTA ENERGY SERVICES, LLC
			QUANTA FIBER NETWORKS, INC.
			QUANTA FIELD SERVICES, LLC
			QUANTA GOVERNMENT SERVICES, INC.
			QUANTA GOVERNMENT SOLUTIONS, INC.
			QUANTA HOLDINGS I GP, LLC
			QUANTA INTERNATIONAL SERVICES, INC.
			QUANTA LXII 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 MARINE SERVICES, LLC
			QUANTA PIPELINE SERVICES, INC.
			QUANTA POWER GENERATION, INC.
			QUANTA POWER, INC.
			QUANTA SERVICES CONTRACTING, INC.
			QUANTA TECHNOLOGY, LLC
			QUANTA UTILITY INSTALLATION COMPANY, INC.
			REALTIME ENGINEERS, INC.
			REALTIME UTILITY ENGINEERS, INC.
			RMS HOLDINGS, LLC
			ROAD BORE CORPORATION
			SERVICE ELECTRIC COMPANY
			SOUTHWEST TRENCHING COMPANY, INC.
			SUMMIT LINE CONSTRUCTION, INC.
			SUMTER UTILITIES, INC.
			SUNESYS, LLC
			SUNESYS OF MASSACHUSETTS, LLC
			SUNESYS OF VIRGINIA, INC.
			T. G. MERCER CONSULTING SERVICES, INC.
			THE RYAN COMPANY, INC.
			TOM ALLEN CONSTRUCTION COMPANY
			TOTAL QUALITY MANAGEMENT SERVICES, LLC
			UNDERGROUND CONSTRUCTION CO., INC.


  
 SECOND AMENDMENT TO
THIRD AMENDED 
 AND RESTATED LOAN AGREEMENT 

QUANTA SERVICES, INC. 









							
					UTILIMAP CORPORATION
					UTILITY LINE MANAGEMENT SERVICES, INC.
					VCS SUB, INC.
					WINCO, INC.
				
					By:		 /s/    Nicholas M.
Grindstaff        

					Name:		Nicholas M. Grindstaff
					Title:		Treasurer
			
					CAN-FER UTILITY SERVICES, LLC
				
					By:		Mejia Personnel Services, Inc.,
							its sole member
				
					By:		 /s/    Nicholas M.
Grindstaff        

					Name:		Nicholas M. Grindstaff
					Title:		Treasurer
			
					DIGCO UTILITY CONSTRUCTION, L.P.
					LINDSEY ELECTRIC, L.P.
					NORTH HOUSTON POLE LINE, L.P.
				
					By:		Mejia Personnel Services, Inc.,
							its general partner
				
					By:		 /s/    Nicholas M.
Grinstaff        

					Name:		Nicholas M. Grindstaff
					Title:		Treasurer
			
					QUANTA ASSOCIATES, L.P.
				
					By:		Quanta Services, Inc.,
							its general partner
				
					By:		 Nicholas M. Grindstaff

					Name:		Nicholas M. Grindstaff
					Title:		Vice President – Finance and Treasurer


  
 SECOND AMENDMENT TO
THIRD AMENDED 
 AND RESTATED LOAN AGREEMENT 

QUANTA SERVICES, INC. 









							
					QUANTA RECEIVABLES, LP
				
					By:		PWR Network, LLC,
							its general partner
				
					By:		 /s/    Nicholas M.
Grindstaff        

					Name:		Nicholas M. Grindstaff
					Title:		Treasurer
			
					QUANTA SERVICES MANAGEMENT PARTNERSHIP, L.P.
				
					By:		QSI, Inc.,
							its general partner
				
					By:		 /s/    Nicholas M.
Grindstaff        

					Name:		Nicholas M. Grindstaff
					Title:		Treasurer


  
 SECOND AMENDMENT TO
THIRD AMENDED 
 AND RESTATED LOAN AGREEMENT 

QUANTA SERVICES, INC. 









							
	ADMINISTRATIVE AGENT:				BANK OF AMERICA, N.A.,
					as Administrative Agent
				
					By:		 /s/ Anthony W. Kell

					Name:		Anthony W. Kell
					Title:		Vice President


  
 SECOND AMENDMENT TO
THIRD AMENDED 
 AND RESTATED LOAN AGREEMENT 

QUANTA SERVICES, INC. 









							
	LENDERS:				BANK OF AMERICA, N.A.,
					as a Lender, Swing Line Lender and L/C Issuer
				
					By:		 /s/ Adam Rose

					Name:		Adam Rose
					Title:		Senior Vice President


  
 SECOND AMENDMENT TO
THIRD AMENDED 
 AND RESTATED LOAN AGREEMENT 

QUANTA SERVICES, INC. 









							
	LENDERS:				JPMORGAN CHASE BANK, N.A.
				
					By:		 /s/ John Kushnerick

					Name:		John Kushnerick
					Title:		Executive Director


  
 SECOND AMENDMENT TO
THIRD AMENDED 
 AND RESTATED LOAN AGREEMENT 

QUANTA SERVICES, INC. 









							
	LENDERS:				THE BANK OF TOKYO-MITSUBISHI, UFJ LTD.
				
					By:		 /s/ Mark Maloney

					Name:		Mark Maloney
					Title:		Authorized Signatory


  
 SECOND AMENDMENT TO
THIRD AMENDED 
 AND RESTATED LOAN AGREEMENT 

QUANTA SERVICES, INC. 









							
	LENDERS:				COMPASS BANK
				
					By:		 /s/ Frank Carvelli

					Name:		Frank Carvelli
					Title:		Senior Vice President


  
 SECOND AMENDMENT TO
THIRD AMENDED 
 AND RESTATED LOAN AGREEMENT 

QUANTA SERVICES, INC. 









							
	LENDERS:				CAPITAL ONE, NATIONAL ASSOCIATION
				
					By:		 /s/ Don Backer

					Name:		Don Backer
					Title:		Senior Vice President


  
 SECOND AMENDMENT TO
THIRD AMENDED 
 AND RESTATED LOAN AGREEMENT 

QUANTA SERVICES, INC. 









							
	LENDERS:				U.S. BANK, NATIONAL ASSOCIATION
				
					By:		 /s/ Allison Burgun

					Name:		Allison Burgun
					Title:		Vice President


  
 SECOND AMENDMENT TO
THIRD AMENDED 
 AND RESTATED LOAN AGREEMENT 

QUANTA SERVICES, INC. 









							
	LENDERS:				PNC BANK, NATIONAL ASSOCIATION
				
					By:		 /s/ Christian S. Brown

					Name:		Christian S. Brown
					Title:		Managing Director


  
 SECOND AMENDMENT TO
THIRD AMENDED 
 AND RESTATED LOAN AGREEMENT 

QUANTA SERVICES, INC. 









							
	LENDERS:				HSBC BANK USA, N.A.
				
					By:		 /s/ Sarah S. Knudsen

					Name:		Sarah S. Knudsen
					Title:		Vice President


  
 SECOND AMENDMENT TO
THIRD AMENDED 
 AND RESTATED LOAN AGREEMENT 

QUANTA SERVICES, INC. 









							
	LENDERS:				AMEGY BANK NATIONAL ASSOCIATION
				
					By:		 /s/ Kelly Nash

					Name:		Kelly Nash
					Title:		Vice President


  
 SECOND AMENDMENT TO
THIRD AMENDED 
 AND RESTATED LOAN AGREEMENT 

QUANTA SERVICES, INC. 









							
	LENDERS:				BOKF, NA DBA BANK OF TEXAS
				
					By:		 /s/ H.M. Sultanik

					Name:		H.M. Sultanik
					Title:		Senior Vice President


  
 SECOND AMENDMENT TO
THIRD AMENDED 
 AND RESTATED LOAN AGREEMENT 

QUANTA SERVICES, INC. 









							
	LENDERS:				CITIBANK, N.A.
				
					By:		 /s/ Cynthia Goodwin

					Name:		Cynthia Goodwin
					Title:		Sr. Vice President


  
 SECOND AMENDMENT TO
THIRD AMENDED 
 AND RESTATED LOAN AGREEMENT 

QUANTA SERVICES, INC. 









							
	LENDERS:				WELLS FARGO BANK, N.A.
				
					By:		 /s/ Brendon P. Riley

					Name:		Brendon P. Riley
					Title:		Senior Vice President


  
 SECOND AMENDMENT TO
THIRD AMENDED 
 AND RESTATED LOAN AGREEMENT 

QUANTA SERVICES, INC. 









							
	LENDERS:				BRANK BANKING AND TRUST COMPANY
				
					By:		 /s/ Jeff Skalka

					Name:		Jeff Skalka
					Title:		Vice President


  
 SECOND AMENDMENT TO
THIRD AMENDED 
 AND RESTATED LOAN AGREEMENT 

QUANTA SERVICES, INC. 









							
	LENDERS:				BANK OF MONTREAL
				
					By:		 /s/ Michael Gift

					Name:		Michal Gift
					Title:		Vice President


  
 SECOND AMENDMENT TO
THIRD AMENDED 
 AND RESTATED LOAN AGREEMENT 

QUANTA SERVICES, INC.