**EXHIBIT 10.1****EXECUTIONCOPY**     FOURTH AMENDMENT, dated as of February 28, 2006 (the “Fourth Amendment”), to theAmended and Restated Credit Agreement, dated as of July 1, 2004 (as amended, supplemented orotherwise modified, the “Credit Agreement”), among PIKE ELECTRIC CORPORATION, a Delawarecorporation (“Holdings”), PIKE ELECTRIC, INC., a North Carolina corporation (the“Borrower”), the several banks and other financial institutions from time to time partiesthereto (the “Lenders”), J.P. MORGAN SECURITIES INC., as syndication agent, NATIONAL CITYBANK, as documentation agent, and BARCLAYS BANK PLC, as administrative agent for the Lendersthereunder (in such capacity, the “Administrative Agent”). All capitalized terms usedherein that are defined in the Credit Agreement and that are not otherwise defined herein shallhave the respective meanings ascribed thereto in the Credit Agreement.WITNESSETH:     WHEREAS, the Borrower has requested that the Lenders agree to amend the Credit Agreement tomodify certain terms and conditions of the Credit Agreement; and     WHEREAS, the Lenders have agreed to amend the Credit Agreement solely on the terms andconditions set forth in this Fourth Amendment.     NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein,the parties agree as follows:SECTION 1.   AMENDMENTS TO THE CREDIT AGREEMENT     1.1.   Amendments to Section 8.9 (Dividends). Section 8.9(a) of the Credit Agreementis hereby amended by deleting clause (ix) thereto in its entirety and substituting in lieu thereofthe following new clause (ix) immediately following clause (viii) thereto:     (ix) Holdings may (A) pay Dividends on any date on which no Default or Event ofDefault is in existence and (B) pay any Dividend within 60 days after the date ofdeclaration of the Dividend if at the date of declaration the Dividend would have compliedwith subclause (A) of this clause (ix).SECTION 2.   CONDITIONS PRECEDENT     This Fourth Amendment shall become effective on the date (the “Fourth Amendment EffectiveDate”) upon which the Administrative Agent shall have received (a) counterparts of this FourthAmendment duly executed by Holdings, the Borrower and the Required Lenders and (b) anAcknowledgment and Consent, substantially in the form of Exhibit A hereto, duly executed anddelivered by each Credit Party party to the Guarantee and Collateral Agreement.
 

 
2SECTION 3.   REPRESENTATIONS AND WARRANTIES.     To induce the Administrative Agent and the Lenders to enter into this Fourth Amendment, eachof Holdings and the Borrower hereby represent and warrant to the Administrative Agent and theLenders that (before and after giving effect to this Fourth Amendment):     3.1.   Each Credit Party has the corporate power and authority, and the legal right, to makeand deliver this Fourth Amendment and the Acknowledgment and Consent (the “AmendmentDocuments”) to which it is a party and to perform its obligations under the Credit Agreement,as amended hereby (the “Amended Credit Agreement”). Each Credit Party has taken allnecessary corporate or other action to authorize the execution, delivery and performance of theAmendment Documents to which it is a party and the performance of the Amended Credit Agreement.     3.2.   Each of the representations and warranties made by any Credit Party herein or in orpursuant to the Credit Documents is true and correct in all material respects on and as of theFourth Amendment Effective Date as if made on and as of such date (except that any representationor warranty which by its terms is made as of an earlier date shall be true and correct as of suchearlier date).     3.3.   The Borrower and the other Credit Parties have performed in all material respects allagreements and satisfied all conditions which this Fourth Amendment and the other Credit Documentsprovide shall be performed or satisfied by the Borrower or the other Credit Parties on or beforethe Fourth Amendment Effective Date.     3.4.   After giving effect to this Fourth Amendment, no Default or Event of Default hasoccurred and is continuing, or will result from the consummation of the transactions contemplatedby this Fourth Amendment.SECTION 4.   MISCELLANEOUS.     4.1.   Counterparts. This Fourth Amendment may be executed by the parties hereto inany number of separate counterparts, and all of said counterparts taken together shall be deemed toconstitute one and the same instrument. Delivery of an executed counterpart of a signature page ofthis Fourth Amendment by facsimile or other electronic transmission shall be effective as deliveryof a manually executed counterpart of this Fourth Amendment.     4.2.   Fees and Expenses. The Borrower agrees to pay or reimburse the AdministrativeAgent for all of its reasonable out-of-pocket costs and expenses in connection with thenegotiation, preparation, execution and delivery of this Fourth Amendment, including, withoutlimitation, the reasonable fees and expenses of Simpson Thacher & Bartlett LLP.     4.3.   Continuing Effect. Except as expressly amended hereby, the Credit Agreementand the other Credit Documents shall continue to be and shall remain in full force and effect inaccordance with their terms. This Fourth Amendment shall not constitute an amendment or waiver ofany provision of the Credit Agreement or the other Credit Documents not expressly referred toherein and shall not be construed as an amendment, waiver or consent to any action on the part ofthe Borrower or of Holdings that would require an amendment, waiver or consent of theAdministrative Agent or the Lenders except as expressly stated herein. Any reference to the“Credit Agreement” in the Credit Documents or any related documents shall be deemed to be areference to the Credit Agreement as amended by this Fourth Amendment.
 

 
3     4.4.   GOVERNING LAW. THIS FOURTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED ANDINTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.     4.5.   Miscellaneous. On and after the Fourth Amendment Effective Date, eachreference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words oflike import referring to the Credit Agreement, and each reference in the other Credit Documents tothe “Credit Agreement”, “thereunder”, “thereof”, or words of like import referring to the CreditAgreement shall mean and be a reference to the Amended Credit Agreement.
 

 
     IN WITNESS WHEREOF, the parties have caused this Fourth Amendment to be executed anddelivered by their respective duly authorized officers as of the day and year first above written.       PIKE ELECTRIC CORPORATION       By: /s/ Mark Castaneda         Name:    Title:       PIKE ELECTRIC, INC.       By: /s/ Mark Castaneda         Name:    Title:Fourth Amendment
 

 
       BARCLAYS BANK PLC,