Quanta Services (PWR) 8-K Amended and Restated Credit Agreement

Exhibit 99.3

AMENDED AND RESTATED
PLEDGE AGREEMENT

     THIS AMENDED AND RESTATED PLEDGE AGREEMENT (this “Agreement”) dated as of June 12, 2006 is by and among the parties identified as “Pledgors” on the signature pages attached hereto and such other parties as may become Pledgors hereunder (each a “Pledgor” and collectively the “Pledgors”) and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), for the ratable benefit of the Lenders and amends and restates that certain Pledge Agreement, dated as of December 19, 2003 (as amended or otherwise modified prior to the date hereof), among the Borrower, the pledgors from time to time party thereto, and Bank of America, N.A., as administrative agent.

RECITALS:

     A. Quanta Services, Inc., a Delaware corporation (the “Borrower”), the Guarantors identified therein, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer have entered into that certain Amended and Restated Credit Agreement dated as of the date hereof (as amended, modified, supplemented or restated from time to time, the “Credit Agreement”).

     B. This Agreement is required under the terms of the Credit Agreement.

     NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.Definitions.Unless otherwise defined herein, capitalized terms have the same meaning assigned to such terms in the Credit Agreement. As used in this Agreement:

     “Collateral” is defined in Section 2.1.

     “Collateral Proceeds” is defined in Section 2.1(f).

     “Collateral Termination Date” means the first date on which no Loan or Credit Extension is outstanding under the Credit Agreement, the Commitments have been permanently terminated, and no other Obligations are due and payable thereunder or under any other Loan Document.

     “Event of Default” is defined in Section 6.1.

     “Pledged Shares” is defined in Section 2.1(a).

     “Secured Obligations” is defined in Section 2.2.

     “UCC” means the Uniform Commercial Code.

     “Voting Stock” is defined in Section 2.1.

SECTION 2.Security Interest and Pledge.

     2.1Security Interest and Pledge. Subject to the terms of this Agreement and to secure the Secured Obligations, each Pledgor hereby pledges, assigns, grants, conveys and transfers to the Administrative Agent for the ratable benefit of the holders of the Secured Obligations a continuing first

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priority security interest in, and a right of set-off against, any and all of such Pledgor’s rights, title and interest in, to and under the following property, whether now existing or owned, acquired or arising hereafter (collectively, the “Collateral”):

(a)	all of shares of Capital Stock in the Persons listed on the attachedSchedule 2.1(a) and any other entities which hereafter become Subsidiaries of such Pledgor or any of its Subsidiaries in which such Pledgor has an ownership interest (collectively, the “Companies”), and the certificates or instruments, if any, representing such Capital Stock and all options and other rights, contractual or otherwise, with respect thereto (collectively, the “Pledged Shares”);
(b)	any other shares of Capital Stock hereafter pledged to the Administrative Agent pursuant to this Agreement;
(c)	all “investment property” as such term is defined in §9-102(a)(49) of the UCC with respect thereto;
(d)	any “security entitlement” as such term is defined in § 8-102(a)(l7) of the UCC with respect thereto;
(e)	all books and records relating to the foregoing; and
(f)	all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Collateral, and without affecting the obligations of such Pledgor under any provision of the Credit Agreement, in the event of any consolidation or merger in which such Pledgor is not the surviving corporation, all shares of each class or Capital Stock of the successor entity formed by or resulting from such consolidation or merger (all of the foregoing described in this clause (f), the “Collateral Proceeds”);

provided, that in no event shall the Administrative Agent’s security interest encumber capital stock or membership interests of any of the Companies which is a “controlled foreign corporation” (within the meaning of the Internal Revenue Code) representing more than sixty-five percent (65%) of the combined voting power of all classes of stock or membership interests entitled to vote (the “Voting Stock”) of any such entity.

     Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter deliver additional Capital Stock to the Administrative Agent as collateral security for the Secured Obligations. Upon delivery to the Administrative Agent, such additional Capital Stock shall be deemed to be part of the Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or notSchedule 2.1(a) is amended to refer to such additional Capital Stock.

     2.2Secured Obligations. The Collateral shall secure (subject to Section 7.14 hereof) the following obligations, indebtedness and liabilities, without duplication (all such obligations, indebtedness and liabilities being hereinafter sometimes called the “Secured Obligations”):

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(a)	all of the obligations of the Loan Parties to the Lenders (including the L/C Issuer and the Swing Line Lender) and the Administrative Agent under the Credit Agreement and the other Loan Documents (including, but not limited to, any interest accruing after the commencement by or against any Loan Party of a proceeding under any Debtor Relief Laws, regardless of whether such interest is an allowed claim under such proceeding), whether now existing or hereafter arising, due or to become due, direct or indirect, absolute or contingent, howsoever evidenced, created, held or acquired, whether primary, secondary, direct, contingent, or joint and several, as such obligations may be amended, modified, increased, extended, renewed or replaced from time to time;
(b)	all of the obligations owing by the Loan Parties under any Swap Contract with any Lender or any Affiliate of a Lender, whether now existing or hereafter arising;
(c)	all indemnity obligations of the Loan Parties under the Credit Agreement; and
(d)	all costs and expenses incurred in connection with enforcement and collection of the foregoing obligations, including reasonable attorneys’ fees.

     2.3Delivery of the Collateral. Each Pledgor hereby agrees that:

(a)

Delivery of Certificates. Each Pledgor shall deliver to the Administrative Agent (i) simultaneously with or prior to the execution and delivery of this Pledge Agreement, all certificates representing the Pledged Shares of such Pledgor and (ii) promptly upon the receipt thereof by or on behalf of a Pledgor, all other certificates and instruments constituting Collateral of a Pledgor. Prior to such delivery to the Administrative Agent, all such certificates and instruments constituting Collateral of a Pledgor shall be held in trust by such Pledgor for the benefit of the Administrative Agent pursuant hereto. All such certificates shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided inSchedule 2.3(a) attached hereto.

(b)

Financing Statements. Each Pledgor authorizes the Administrative Agent to file one or more financing statements (with collateral descriptions broader, including without limitation “all assets” and/or “all personal property” collateral descriptions, and/or less specific than the description of the Collateral contained herein) disclosing the Administrative Agent’s security interest in the Collateral. Each Pledgor agrees to execute and deliver to the Administrative Agent such financing statements and other filings as may be reasonably requested by the Administrative Agent in order to perfect and protect the security interest created hereby in the Collateral of such Pledgor.

SECTION 3.Representations and Warranties.Each Pledgor represents and warrants to the Administrative Agent for the benefit of the holders of the Secured Obligations, that so long as any of the Secured Obligations remain outstanding and until all of the commitments relating thereto have been terminated:

     3.1Title. Such Pledgor owns or, with respect to Collateral acquired after the date hereof, such Pledgor will own, legally and beneficially, the Collateral free and clear of any Lien, security interest, pledge, claim, or other encumbrance or any right or option on the part of any third person to purchase or otherwise acquire the Collateral or any part thereof, except for the security interest granted hereunder and Permitted Liens. Such Pledgor has the unrestricted right to pledge the Collateral as contemplated hereby,

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and there exists no “adverse claim” within the meaning of Section 8-102 of the UCC with respect to the Collateral.

     3.2Organization and Authority. Neither the execution, delivery or performance by such Pledgor of this Agreement nor compliance by it with the terms and provisions hereof, nor the consummation of the transactions contemplated herein, will (i) contravene any applicable provision of any law, statute, rule or regulation, or any order, writ, injunction or decree of any court or governmental instrumentality; or (ii) conflict with or result in any breach of any term, covenant, condition or other provision of, or constitute a default under, or (other than pursuant to the Collateral Documents) result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of such Pledgor under the terms of any contractual obligation to which such Pledgor is a party or by which it or any of its properties or assets are bound or to which it may be subject.

     3.3First Priority Perfected Security Interest. This Agreement has been duly authorized, executed and delivered by such Pledgor. This Agreement creates a valid security interest in favor of the Administrative Agent for the benefit of the Lenders in the Collateral. The taking of possession by the Administrative Agent of the certificates representing the Pledged Shares and all other certificates and instruments constituting Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in the Pledged Shares consisting of certificated securities and, when properly perfected by filing or registration, in all other Collateral represented by such Pledged Shares and instruments securing the Secured Obligations. Except as set forth in this Section 3.3 and except as may be required by applicable foreign laws affecting the pledge of Capital Stock of Foreign Subsidiaries, no action is necessary to perfect or otherwise protect such security interest.

     3.4Partnership and Membership Interests. Except as previously disclosed to the Administrative Agent, none of the Pledged Shares consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset (as each is defined in the UCC).

     3.5No Consent. No consent of, or notice to, any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the grant by such Pledgor of the Liens granted hereby or for the execution, delivery or performance of this Agreement by such Pledgor, other than the filing of financing statements and the filing of an investment act notice in connection with the stock of any Company organized in Canada and except for such other consents, notices or filings that have been obtained or made or that as of the date hereof are not required to have been obtained or made and may be obtained or made, as the case may be, when necessary.

SECTION 4.Covenants.Each Pledgor covenants and agrees that so long as any of the Secured Obligations remain outstanding and until all of the commitments relating thereto have been terminated:

     4.1Encumbrances. Except as permitted by the Credit Agreement, each Pledgor shall not create, permit, or suffer to exist, and shall defend the Collateral against, any Lien on the Collateral except the pledge and security interest of the Administrative Agent hereunder and except for Permitted Liens, and shall warrant and defend title to and ownership of the Collateral of such Pledgor at its own expense against the claims and demands of all other parties claiming an interest therein and defend such Pledgor’s rights in the Collateral and the Administrative Agent’s security interest in the Collateral against the claims of all persons and entities (other than any person or entity claiming by, through or under the Administrative Agent or any obligee of the Secured Obligations).

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     4.2Sale of Collateral. No Pledgor shall sell, assign, or otherwise dispose of the Collateral or any part thereof except as permitted by the Credit Agreement.

     4.3Dividends. If any Pledgor shall become entitled to receive or shall receive any distribution (including, without limitation, any dividend or distribution in connection with any reclassification, increase, or reduction of capital or issued in connection with any reorganization), option or rights constituting Collateral, whether as an addition to, in substitution of, or in exchange for any Collateral or otherwise, such Pledgor agrees to accept the same as the Administrative Agent’s agent and to hold the same in trust for the Administrative Agent and to deliver the same (to the extent in form capable of delivery) promptly to the Administrative Agent in the exact form received, with the appropriate endorsement of such Pledgor when necessary, to be held by the Administrative Agent, as additional Collateral for the Secured Obligations, subject to the terms hereof. Any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of the issuer thereof in violation of the Credit Agreement shall be paid over to the Administrative Agent to be held by it as additional Collateral for the Secured Obligations subject to the terms hereof except as otherwise provided in the Credit Agreement; and in case any distribution shall be made on or in respect of the Collateral while a Default or an Event of Default shall be continuing or any property shall be distributed while a Default or an Event of Default shall be continuing upon or with respect to the Collateral pursuant to any recapitalization or reclassification of the capital of the issuer thereof or pursuant to any reorganization of the issuer thereof, the property so distributed shall be delivered to the Administrative Agent to be held by it, as additional Collateral for the Secured Obligations, subject to the terms hereof. All sums of money and property so paid or distributed in respect of the Collateral that are received by such Pledgor shall, until paid or delivered to the Administrative Agent, be held by such Pledgor in trust as additional security for the Secured Obligations, provided that except to the extent that such sums of money or property have theretofore been applied against the Secured Obligations in accordance with the Credit Agreement, such sums of money or property shall forthwith be delivered to such Pledgor at such time as no Default or Event of Default shall be continuing under the Credit Agreement.

     4.4Further Assurances. At any time and from time to time, upon the request of the Administrative Agent, and at the sole expense of such Pledgor, such Pledgor shall promptly execute and deliver all such further instruments and documents and take such further action as the Administrative Agent may deem reasonably necessary or desirable to (a) preserve and perfect its security interest in the Collateral; (b) enable the Administrative Agent to exercise and enforce its rights and remedies hereunder in respect of the Collateral of such Pledgor; and (c) carry out the provisions and purposes of this Agreement, including, without limitation, (i) the execution and filing of such financing statements as the Administrative Agent may require and (ii) upon the occurrence and during the continuance of an Event of Default, if requested by the Administrative Agent, delivering to the Administrative Agent irrevocable proxies in respect of the Collateral of such Pledgor.

     4.5Inspection Rights. Upon reasonable notice from the Administrative Agent, each Pledgor shall permit the Administrative Agent and its representatives to examine, inspect, and copy such Pledgor’s books and records concerning ownership of the Collateral at any reasonable time during normal business hours and as often as the Administrative Agent may desire.

     4.6Books and Records. Each Pledgor shall mark its books and records (and shall cause the issuer of the Pledged Shares to mark its books and records) to reflect the security interest of the Administrative Agent for the benefit of the holders of the Secured Obligations under this Agreement.

     4.7Receipt after Default. If any Collateral is received by any Pledgor during the continuance of an Event of Default, such Pledgor shall pay over to the Administrative Agent all such Collateral on the

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day received, including the cash and checks endorsed by such Pledgor evidencing the Collateral. Such Pledgor shall not commingle the Collateral with any other funds, proceeds or monies of such Pledgor, and shall keep such proceeds separate and apart from any other funds, proceeds or monies of such Pledgor and shall hold the Collateral in trust for the Administrative Agent until same shall be paid over to the Administrative Agent as agreed to herein.

     4.8Pledge of Shares of Controlled Foreign Corporation.

(a)

In the event that the Collateral hereunder would, but for this Section 4.8(a), represent more than sixty-five percent (65%) of the Voting Stock of a Company which is a controlled foreign corporation, then the number of shares of Voting Stock of such Company in excess of such sixty-five percent (65%) automatically shall be released from the Lien of, and the terms and provisions of, this Agreement.

(b)

In the event that the Collateral hereunder represents less than sixty-five percent (65%) of the Voting Stock of any Company which is a controlled foreign corporation (or, if less, 100% of the Voting Stock of such Company owned by the Pledgor), then such Pledgor will promptly pledge additional capital stock sufficient to increase the number of shares pledged hereunder to such sixty-five percent (65%) (or, if less, 100% of the Voting Stock of such Company owned by such Pledgor).

     4.9Amendments. Such Pledgor shall not make or consent to any amendment or other modification or waiver with respect to any of the Collateral of such Pledgor or enter into any agreement or allow to exist any restriction with respect to any of the Collateral of such Pledgor that is prohibited under the Credit Agreement or any other Loan Document.

     4.10Compliance with Securities Laws. Such Pledgor shall file all reports and other information now or hereafter required to be filed by such Pledgor with the United States Securities and Exchange Commission and any other state, federal or foreign agency in connection with such Pledgor’s ownership of the Collateral of such Pledgor.

     4.11Issuance or Acquisition of Capital Stock. Such Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably request for the purpose of perfecting its security interest therein, issue or acquire any Capital Stock constituting Collateral consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset (as each is defined in the UCC).

SECTION 5.Rights of the Administrative Agent and Pledgor.

     5.1Power of Attorney. Each Pledgor hereby irrevocably and with the power of substitution constitutes and appoints the Administrative Agent on behalf of the holders of the Secured Obligations and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead and in the name of each Pledgor or in its own name, from time to time in the Administrative Agent’s discretion during the continuance of an Event of Default and prior to the Collateral Termination Date, to take any and all action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent the power and right on behalf of the Pledgors and in its own name to do any of the following after the

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occurrence and during the continuance of an Event of Default and to the extent permitted by applicable laws, without notice to or the consent of the Pledgors:

(a)	to demand, sue for, collect, or receive in the name of each Pledgor or in its own name, any money or property at any time payable or receivable on account of or in exchange for any of the Collateral and, in connection therewith, endorse checks, notes, drafts, acceptances, money orders, or any other instruments for the payment of money under the Collateral;
(b)	to pay or discharge taxes, liens, security interests, or other encumbrances (other than Permitted Liens) levied or placed on or threatened against the Collateral;
(c)	(i) to direct any parties liable for any payment under any of the Collateral to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (ii) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Collateral; (iii) to sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices, and other documents relating to the Collateral; (iv) to commence and prosecute any suit, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (v) to defend any suit, action, or proceeding brought against any Pledgor with respect to any Collateral; (vi) to settle, compromise, or adjust any suit, action, or proceeding described in clause (v) above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; (vii) to exchange any of the Collateral for other property upon any merger, consolidation, reorganization, recapitalization, or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Collateral with any committee, depositary, transfer agent, registrar, or other designated agency upon such terms as the Administrative Agent may determine; (viii) to add or release any guarantor, endorser, surety, or other party to any of the Collateral or the Secured Obligations; (ix) to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s option and such Pledgor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve, or realize upon the Collateral and the Administrative Agent’s security interest; (x) to execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may reasonably deem appropriate in order to perfect and maintain the security interests and liens granted in this Agreement and in order to fully consummate all of the transactions contemplated herein; and (xi) to vote for a shareholder resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Collateral into the name of the Administrative Agent or one or more of the holders of the Secured Obligations or into the name of any transferee to whom the Collateral or any part thereof may be sold pursuant to Section 6.2 hereof.

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This power of attorney is a power coupled with an interest and shall be irrevocable. The Administrative Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges, and options expressly or implicitly granted to the Administrative Agent in this Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or in its capacity as attorney-in-fact except acts or omissions constituting or resulting from its willful misconduct or gross negligence. This power of attorney is conferred on the Administrative Agent solely to protect, preserve, and realize upon its security interest in the Collateral.

     5.2Voting Rights. Until written notice shall be given to the Pledgors in accordance with Section 6.2(d) that the Administrative Agent has exercised its rights under Section 6.2(d) to vote the Collateral (provided, however, if the Administrative Agent is prevented from providing such notice as a result of Section 362 of the United States Bankruptcy Code or similar law the Pledgors shall be entitled to exercise such rights so long as no Event of Default shall have occurred and be continuing), a Pledgor shall be entitled to exercise any and all voting and other rights relating or pertaining to the Collateral or any part thereof and the Administrative Agent shall execute and deliver (or cause to be executed and delivered) to such Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to this sentence.

     5.3Collateral Proceeds. Until written notice shall be given to the Pledgors in accordance with Section 6.2(d) that the Administrative Agent has exercised its rights under Section 6.2(d) to vote the Collateral, each Pledgor shall be entitled to receive and collect for its own use all Collateral Proceeds.

     5.4Performance by the Administrative Agent of the Pledgors’ Obligations. If an Event of Default has occurred and is continuing or if a Pledgor fails to perform or comply with any of its agreements contained herein, the Administrative Agent may perform or cause performance of or compliance with such agreement and in so doing may expend such sums as the Administrative Agent may reasonably deem advisable in the performance thereof. All such expenses of the Administrative Agent so expended, together with interest thereon at the rate of interest provided in the Credit Agreement, shall be payable by the Pledgors on a joint and several basis to the Administrative Agent on demand and shall constitute Secured Obligations secured by this Agreement.

     5.5The Administrative Agent’s Duty of Care. Other than the exercise of reasonable care in the physical custody of the Collateral while held by the Administrative Agent hereunder, the Administrative Agent shall have no responsibility for or obligation or duty with respect to all or any part of the Collateral or any matter or proceeding arising out of or relating thereto, including, without limitation, any obligation or duty to collect any sums due in respect thereof or to protect or preserve any rights against prior parties or any other rights pertaining thereto, it being understood and agreed that Pledgor shall be responsible for preservation of all rights in the Collateral. Without limiting the generality of the foregoing, the Administrative Agent shall be conclusively deemed to have exercised reasonable care in the custody of the Collateral if the Administrative Agent takes such action, for purposes of preserving rights in the Collateral, as Pledgor may reasonably request in writing, but no failure or omission or delay by the Administrative Agent in complying with any such request by Pledgor, and no refusal by the Administrative Agent to comply with any such request by Pledgor, shall of itself be deemed to be a failure to exercise reasonable care.

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SECTION 6.Events of Default and Remedies.

     6.1Events of Default. The Pledgors shall be in default under this Agreement upon the occurrence of and during the continuation of any of the events or conditions defined as Events of Default in the Credit Agreement (an “Event of Default”).

     6.2Rights and Remedies. Prior to the Collateral Termination Date, upon the occurrence of an Event of Default and so long as the same shall be continuing, the Administrative Agent shall have the following rights and remedies to the extent not prohibited by applicable laws:

(a)

In addition to all other rights and remedies granted to the Administrative Agent in this Agreement and in any other instrument or agreement securing, evidencing, or relating to the Secured Obligations, the Administrative Agent shall have all of the rights and remedies of a secured party under the UCC of the jurisdiction applicable to the affected Collateral. Without limiting the generality of the foregoing, the Administrative Agent may (i) without demand or notice to the Pledgors, collect, receive, or take possession of the Collateral or any part thereof, (ii) sell or otherwise dispose of the Collateral, or any part thereof, in one or more parcels at public or private sale or sales, at the Administrative Agent’s offices or elsewhere, for cash, on credit, or for future delivery without assumption of any credit risk, and/or (iii) bid and become a purchaser at any such sale free of any right or equity of redemption in any of the Pledgors, which right or equity is hereby expressly waived and released by all of the Pledgors. Upon the request of the Administrative Agent, any of the Pledgors shall assemble the Collateral and make it available to the Administrative Agent at any place designated by the Administrative Agent that is reasonably convenient to such Pledgor and the Administrative Agent. Each of the Pledgors agrees that the Administrative Agent shall not be obligated to give more than ten (10) days’ prior written notice of the time and place of any public sale or of the time after which any private sale may take place and that such notice shall constitute reasonable notice of such matters. Each of the Pledgors shall be liable, jointly and severally, for all reasonable expenses of retaking, holding, preparing for sale, or the like, and all reasonable attorneys’ fees and other reasonable expenses incurred by the Administrative Agent in connection with the collection of the Secured Obligations and the enforcement of the Administrative Agent’s rights under this Agreement, in each case during the continuance of an Event of Default, all of which expenses and fees shall constitute additional Secured Obligations secured by this Agreement. The Administrative Agent may apply the Collateral against the Secured Obligations then due and payable in such order and manner as it shall elect in its sole discretion. Each of the Pledgors shall remain liable for any deficiency (subject to Section 7.16 hereof) together with interest thereon at the Default Rate if the proceeds of any sale or disposition of the Collateral are insufficient to pay the Secured Obligations. Each of the Pledgors waives all rights of marshaling in respect of the Collateral.

(b)

The Administrative Agent may cause any or all of the Collateral held by it to be transferred into the name of the Administrative Agent or the name or names of the Administrative Agent’s nominee or nominees (in each case as pledgee hereunder).

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(c)

The Administrative Agent shall be entitled to receive all dividends and cash distributions payable in respect of the Collateral. Pledgor shall execute notice letters, in form and substance satisfactory to the Administrative Agent (as and when requested by the Administrative Agent), notifying the Company or Companies of the fact of this Agreement and directing the Company or Companies to make payment directly to the Administrative Agent of all of the distributions which are due and owing to Pledgor by the Company or Companies, and directing the Company or Companies to accompany each transmission of such distributions to the Administrative Agent with a report in such form as the Administrative Agent may reasonably require in order to identify (i) the type of distribution being made, and (ii) the calculations made by the Company or Companies to determine the amount of the distribution distributed to the Administrative Agent.

(d)

The Administrative Agent shall have the right, but shall not be obligated to, exercise or cause to be exercised all voting rights and powers in respect of the Collateral, and Pledgor shall deliver to the Administrative Agent, if requested by the Administrative Agent, irrevocable proxies with respect to the Collateral in form satisfactory to the Administrative Agent.

Because of applicable securities laws, including without limitation, the Securities Act of 1933, as amended, and other applicable state securities laws, there may be legal restrictions or limitations affecting attempts of the Administrative Agent to dispose of the Collateral in the enforcement of its rights and remedies hereunder, the Administrative Agent is hereby authorized by the Pledgors, but not obligated, upon the occurrence and during the continuance of an Event of Default, to the extent permitted by applicable law, to sell all or any part of the Collateral at private sale, subject to investment letters or in any other manner which will not require the Collateral or any part thereof, to be registered in accordance with the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder, or any other applicable securities law or regulation. The Pledgors specifically agree that under these circumstances, such a sale is a commercially reasonable method of disposition of the Collateral. The Administrative Agent is also hereby authorized by the Pledgors, but not obligated, to take such actions, give such notices, obtain such rulings and consents, and do such other things as the Administrative Agent may deem appropriate in the event of such a sale or disposition of any of the Collateral. The Pledgors acknowledge that the Administrative Agent may, in its reasonable discretion, approach a restricted number of potential purchasers and that a sale under such circumstances may yield a lower price for the Collateral or any part or parts thereof than would otherwise be obtainable if the same were registered and sold in the open market, the Pledgors agrees that such private sale shall constitute a commercially reasonable method of disposing of the Collateral in view of the time, expense, and potential liability to the parties of such transactions of registration of the Collateral in accordance with applicable securities laws.

     6.3Application of Proceeds. Upon the occurrence and during the continuation of an Event of Default, any payments in respect of the Secured Obligations and any proceeds of the Collateral, when received by the Administrative Agent or any of the holders of the Secured Obligations in cash or its equivalent, will be applied in reduction of the Secured Obligations in the order set forth in the Credit Agreement.

SECTION 7.Miscellaneous.

     7.1No Waiver; Cumulative Remedies. No failure on the part of the Administrative Agent to exercise and no delay in exercising, and no course of dealing with respect to, any right, power, privilege or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise

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of any right, power, privilege or remedy under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy. To the fullest extent permitted by applicable laws, the rights, powers, privileges and remedies provided for in this Agreement are cumulative and not exclusive of any rights, powers, privileges and remedies provided by law. The Administrative Agent may exercise any right, power, privilege or remedy under this Agreement or under applicable law against any Pledgor without enforcing any rights, powers, privileges or remedies against any other Pledgor under this Agreement or otherwise, each of the Pledgors expressly waiving any rights or requirements that the Administrative Agent or any Lender first enforce any right, power, privilege or remedy against the Borrower, any other Pledgor or any other Collateral for the Secured Obligations.

     7.2Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each Pledgor and the Administrative Agent for the benefit of the holders of the Secured Obligations and their respective heirs, successors, and assigns, except that none of the Pledgors may assign any of its rights or obligations under this Agreement without the prior written consent of the Required Lenders under the Credit Agreement except to the extent permitted by the Credit Agreement. To the fullest extent permitted by law, each Pledgor hereby releases the Administrative Agent and each holder of the Secured Obligations, and their respective successors and assigns, from any liability for any act or omission relating to this Agreement or the Collateral, except for any liability arising from the gross negligence or willful misconduct of the Administrative Agent or such holder, or their respective officers, employees or agents.

     7.3Notices. All notices required or permitted to be given under this Agreement shall be given as provided in Section 11.02 of the Credit Agreement.

     7.4Governing Law; Submission to Jurisdiction.

     (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE;PROVIDED THAT THE PARTIES HERETO SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

     (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK, NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PLEDGOR AND THE ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND EACH LENDER, CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PLEDGOR AND THE ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND EACH LENDER, IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OFFORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PLEDGOR AND THE ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND EACH LENDER, WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

     7.5Waiver of Right to Trial by Jury.

11

     EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     7.6Headings. The headings, captions, and arrangements used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

     7.7Survival of Representations and Warranties. All representations and warranties made in this Agreement or in any certificate delivered pursuant hereto shall survive the execution and delivery of this Agreement, and no investigation by the Administrative Agent or any Lender shall affect the representations and warranties or the right of the Administrative Agent or any Lender to rely upon them.

     7.8Amendments and Waivers. This Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged or terminated except as set forth in Section 11.01 of the Credit Agreement.

     7.9Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     7.10Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     7.11Construction. The Pledgors and the Administrative Agent acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement with its legal counsel and that this Agreement shall be construed as if jointly drafted by the Pledgors and the Administrative Agent.

     7.12Secured Obligations Absolute. The obligations of the Pledgors under this Agreement shall be absolute and unconditional and shall not be released, discharged, reduced, or in any way impaired by any circumstance whatsoever, including, without limitation, any amendment, modification, extension, or renewal of this Agreement, the Secured Obligations, or any document or instrument evidencing, securing, or otherwise relating to the Secured Obligations, or any release, subordination, or impairment of collateral, or any waiver, consent, extension, indulgence, compromise, settlement, or other action or inaction in respect of this Agreement, the Secured Obligations, or any document or instrument evidencing, securing, or otherwise relating to the Secured Obligations, or any exercise or failure to exercise any right remedy, power, or privilege in respect of the Secured Obligations.

     7.13Termination. On the Collateral Termination Date, the Liens created hereby shall terminate, and the Administrative Agent, at the request and expense of each Pledgor, forthwith will

12

execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of the Liens created hereby and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty), such of the Collateral as may be in the possession of the Lender and as has not theretofore been sold or otherwise applied pursuant to this Agreement or the Credit Agreement. Upon such release and redelivery, this Agreement shall terminate.

     7.14ENTIRE AGREEMENT. THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, EMBODIES THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF.

     7.15Other Security. To the extent that any of the Secured Obligations are now or hereafter secured by property other than the Collateral (including, without limitation, real and other personal property owned by a Pledgor), or by a guarantee, endorsement or property of any other Person in favor of the Administrative Agent on behalf of the holders of the Secured Obligations, then the Administrative Agent shall have the right to proceed against such other property, guarantee or endorsement upon the occurrence and during the continuance of any Event of Default, and the Administrative Agent shall have the right, in its sole discretion, to determine which rights, security, liens, security interests or remedies the Administrative Agent shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of them or the Secured Obligations or any of the rights of the Administrative Agent or the holders of the Secured Obligations under this Agreement, under any of the other Loan Documents or under any other document relating to the Secured Obligations.

     7.16Joint and Several Obligations of Pledgors.

     (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the holders of the Secured Obligations, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them.

     (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Agreement, the other Loan Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them.

     (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents or in any other documents relating to the Secured Obligations, the obligations of each Guarantor under the Credit Agreement, the other Loan Documents and the documents relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any applicable state law.

[Signatures on immediately following page.]

13

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first written above.

PLEDGORS:	QUANTA SERVICES, INC.,
	a Delaware corporation
	By:	/s/ Nicholas M. Grindstaff
	Name:	Nicholas M. Grindstaff
	Title:	Treasurer

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/ Nicholas M. Grindstaff
Name:	Nicholas M. Grindstaff
Title:	Treasurer

14

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.
SPALJ CONSTRUCTION COMPANY
SUMTER UTILITIES, INC.
TOM ALLEN CONSTRUCTION COMPANY
TTGP, INC.
TTLP, INC.
UNDERGROUND CONSTRUCTION CO., INC.
UTILITY LINE MANAGEMENT SERVICES, INC.
VCI TELCOM, INC.
W.C. COMMUNICATIONS, INC.,
each a Delaware corporation

By:	/s/ Nicholas M. Grindstaff
Name:	Nicholas M. Grindstaff
Title:	Treasurer

ADVANCED TECHNOLOGIES AND
     INSTALLATION CORPORATION
ALLTECK LINE CONTRACTORS (USA), INC.
POTELCO, INC.,
each a Washington corporation

By:	/s/ Nicholas M. Grindstaff
Name:	Nicholas M. Grindstaff
Title:	Treasurer

BRADFORD BROTHERS, INCORPORATED
TTM, INC.,
each a North Carolina corporation

By:	/s/ Nicholas M. Grindstaff
Name:	Nicholas M. Grindstaff
Title:	Treasurer

15

CMI SERVICES, INC.
TRAWICK CONSTRUCTION COMPANY, INC.,
each a Florida corporation

By:	/s/ Nicholas M. Grindstaff
Name:	Nicholas M. Grindstaff
Title:	Treasurer

CROWN FIBER COMMUNICATIONS, INC.,
a Virginia corporation

	��
By:		/s/ Nicholas M. Grindstaff
Name:		Nicholas M. Grindstaff
Title:		Treasurer

ENVIRONMENTAL PROFESSIONAL ASSOCIATES,
     LIMITED,
a California corporation

By:	/s/ Nicholas M. Grindstaff
Name:	Nicholas M. Grindstaff
Title:	Treasurer

FIVE POINTS CONSTRUCTION CO.
MEJIA PERSONNEL SERVICES, INC.
SOUTHWEST TRENCHING COMPANY, INC.,
each a Texas corporation

By:	/s/ Nicholas M. Grindstaff
Name:	Nicholas M. Grindstaff
Title:	Treasurer

INTERMOUNTAIN ELECTRIC, INC.,
a Colorado corporation

By:	/s/ Nicholas M. Grindstaff
Name:	Nicholas M. Grindstaff
Title:	Treasurer

16

IRBY CONSTRUCTION COMPANY,
a Mississippi corporation

By:	/s/ Nicholas M. Grindstaff
Name:	Nicholas M. Grindstaff
Title:	Treasurer

METRO UNDERGROUND SERVICES, INC. OF ILLINOIS
PROFESSIONAL TELECONCEPTS, INC.,
each an Illinois corporation

By:	/s/ Nicholas M. Grindstaff
Name:	Nicholas M. Grindstaff
Title:	Treasurer

PAR ELECTRICAL CONTRACTORS, INC.,
a Missouri corporation

By:	/s/ Nicholas M. Grindstaff
Name:	Nicholas M. Grindstaff
Title:	Treasurer

PROFESSIONAL TELECONCEPTS, INC.,
a New York corporation

By:	/s/ Nicholas M. Grindstaff
Name:	Nicholas M. Grindstaff
Title:	Treasurer

THE RYAN COMPANY, INC.,
a Massachusetts corporation

By:	/s/ Nicholas M. Grindstaff
Name:	Nicholas M. Grindstaff
Title:	Treasurer

17

QDE LLC,
a Delaware limited liability company

By:	PWR Financial Company,
	its sole member
By:	/s/ Nicholas M. Grindstaff
Name:	Nicholas M. Grindstaff
Title:	Treasurer

QUANTA ASSET MANAGEMENT LLC,
a Delaware limited liability company

By:	QSI, Inc.,
	its sole member
By:	/s/ Nicholas M. Grindstaff
Name:	Nicholas M. Grindstaff
Title:	Treasurer

TOTAL QUALITY MANAGEMENT SERVICES, LLC,
a Delaware limited liability company

By:	Environmental Professional Associates, Limited,
	its sole member
By:	/s/ Nicholas M. Grindstaff
Name:	Nicholas M. Grindstaff
Title:	Treasurer

QUANTA UTILITY SERVICES, LLC,
a Delaware limited liability company

By:	Mejia Personnel Services, Inc.,
	its sole member
By:	/s/ Nicholas M. Grindstaff
Name:	Nicholas M. Grindstaff
Title:	Treasurer

18

TJADER, L.L.C.
OKAY CONSTRUCTION COMPANY, LLC,
each a Delaware limited liability company

By:	Spalj Construction Company,
	its sole member
By:	/s/ Nicholas M. Grindstaff
Name:	Nicholas M. Grindstaff
Title:	Treasurer

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/ Nicholas M. Grindstaff
Name:	Nicholas M. Grindstaff
Title:	Treasurer

S.K.S. PIPELINERS, LLC,
a Delaware limited liability company

By:	Arby Construction, Inc.,
	its sole member
By:	/s/ Nicholas M. Grindstaff
Name:	Nicholas M. Grindstaff
Title:	Treasurer

19

TNS-VA, LLC,
a Delaware limited liability company

By:	Professional Teleconcepts, Inc.,
	its sole member
By:	/s/ Nicholas M. Grindstaff
Name:	Nicholas M. Grindstaff
Title:	Treasurer

NORTH HOUSTON POLE LINE, L.P.
LINDSEY ELECTRIC, L.P.,
each a Texas limited partnership
DIGCO UTILITY CONSTRUCTION, L.P.,
a Delaware limited partnership

By:	Mejia Personnel Services, Inc.,
	its general partner
By:	/s/ Nicholas M. Grindstaff
Name:	Nicholas M. Grindstaff
Title:	Treasurer

QUANTA SERVICES MANAGEMENT PARTNERSHIP, L.P.
QUANTA ASSOCIATES, L.P.,
each a Texas limited partnership

By:	QSI, Inc.,
	its general partner
By:	/s/ Nicholas M. Grindstaff
Name:	Nicholas M. Grindstaff
Title:	Treasurer

TRANS TECH ELECTRIC, L.P.,
a Texas limited partnership

By:	TTGP, Inc.,
	its general partner
By:	/s/ Nicholas M. Grindstaff
Name:	Nicholas M. Grindstaff
Title:	Treasurer

20

PWR NETWORK, LLC,
a Delaware limited liability company

By:	PWR Financial Company,
	its sole member
By:	/s/ Nicholas M. Grindstaff
Name:	Nicholas M. Grindstaff
Title:	Treasurer

QUANTA RECEIVABLES, L.P.,
a Delaware limited partnership

By:	PWR Network, LLC,
	its general partner
By:	PWR Financial Company,
	its sole member
By:	/s/ Nicholas M. Grindstaff
Name:	Nicholas M. Grindstaff
Title:	Treasurer

21

THE ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A.,
	as Administrative Agent
	By:	/s/ David A. Johanson
	Name:	David A. Johanson
	Title:	Vice President

22

SCHEDULE 2.1(a)

SUBSIDIARIES

					% OF
		CERT.	ISSUER’S JURISDICTION	NO. OF	OWNERSHIP
ISSUER	OWNER	NO.	OF FORMATION	SHARES	INTEREST
Advanced Technologies and Installation Corporation	Quanta Services, Inc.	7	Washington	1,000		100	%
Allteck Line Contractors (USA), Inc.	Quanta Services, Inc.	2	Washington	100		100	%
Allteck Line Contractors, Inc.	Quanta Services, Inc.	1C	British Columbia	C-100		100	%
		1P		P-485
Arby Construction, Inc.	Quanta Services, Inc.	2	Delaware	1,000		100	%
Austin Trencher, Inc.	Quanta Services, Inc.	2	Delaware	1,000		100	%
Bradford Brothers, Incorporated	Quanta Services, Inc.	21	North Carolina	1,165		100	%
CCLC, Inc.	Conti Communications, Inc.	1	Delaware	1,000		100	%
CMI Services, Inc.	Trawick Construction Company, Inc.	20	Florida	1,000		100	%
Conti Communications, Inc.	Quanta Services, Inc.	2	Delaware	1,000		100	%
Croce Electric Company, Inc.	Quanta Services, Inc.	2	Delaware	1,000		100	%
Crown Fiber Communications, Inc.	Quanta Services, Inc.	5	Virginia	1,000		100	%
Digco Utility Construction, L.P.	QDE LLC	N/A	Delaware	N/A		99.9	%

23

					% OF
		CERT.	ISSUER’S JURISDICTION	NO. OF	OWNERSHIP
ISSUER	OWNER	NO.	OF FORMATION	SHARES	INTEREST
Digco Utility Construction, L.P.	Mejia Personnel Services, Inc.	N/A	Delaware	N/A		0.1	%
Dillard Smith Construction Company	Quanta Services, Inc.	2	Delaware	1,000		100	%
Driftwood Electrical Contractors, Inc.	Quanta Services, Inc.	2	Delaware	1,000		100	%
Environmental Professional Associates, Limited	Quanta Services, Inc.	18	California	1,000,000		100	%
Five Points Construction Co.	Quanta Services, Inc.	37	Texas	4,093		100	%
Global Enercom Management, Inc.	Quanta Services, Inc.	3	Delaware	1,000		100	%
Golden State Utility Co.	Quanta Services, Inc.	2	Delaware	1,000		100	%
H. L. Chapman Pipeline Construction, Inc.	Quanta Services, Inc.	2	Delaware	1,000		100	%
Intermountain Electric, Inc.	Quanta Services, Inc.	6	Colorado	1,000		100	%
Irby Construction Company	Quanta Services, Inc.	2	Mississippi	1,000		100	%
Lindsey Electric, L.P.	North Houston Pole Line, L.P.	N/A	Texas	N/A		99.9	%
Lindsey Electric, L.P.	Mejia Personnel Services,Inc.	N/A	Texas	N/A		0.1	%
Manuel Bros., Inc.	Quanta Services, Inc.	2	Delaware	1,000		100	%
Mears Canada Corp.	Mears Group, Inc.	2	Nova Scotia	1		100	%
Mears Engineering/ LLC	Mears Group, Inc.	1	Michigan	100 Units		100	%
Mears Group, Inc.	Quanta Services, Inc.	2	Delaware	1,000		100	%

24

					% OF
		CERT.	ISSUER’S JURISDICTION	NO. OF	OWNERSHIP
ISSUER	OWNER	NO.	OF FORMATION	SHARES	INTEREST
Mears/HDD LLC	Mears Group, Inc.	1	Michigan	100 Units		100	%
Mears Services LLC	Mears Group, Inc.	1	Michigan	100 Units		100	%
Mears/CPG LLC	Mears Group, Inc.	1	Michigan	100 Units		100	%
Mearsmex S. de R.L. de C.V.	Mears Group, Inc.	N/A	Mexico	N/A		90	%
Mearsmex S. de R.L. de C.V.	Mears/HDD LLC	N/A	Mexico	N/A		10	%
Mejia Personnel Services, Inc.	Quanta Services, Inc.	4	Texas	1,000		100	%
Metro Underground Services, Inc. of Illinois	Quanta Services, Inc.	7	Illinois	1,000		100	%
Network Electric Company	Quanta Services, Inc.	2	Delaware	1,000		100	%
North Houston Pole Line, L.P.	QDE LLC	N/A	Texas	N/A		99.9	%
North Houston Pole Line, L.P.	Mejia Personnel Services, Inc.	N/A	Texas	N/A		0.1	%
North Sky Communications, Inc.	Quanta Services, Inc.	2	Delaware	1,000		100	%
Okay Construction Company, LLC	Spalj Construction Company	N/A	Delaware	N/A		100	%
PAR Electrical Contractors, Inc.	Quanta Services, Inc.	100	Missouri	200		100	%
Par Internacional, S. de R.L. de C.V.	Quanta Services, Inc.	N/A	Mexico	N/A		50	%
Par Internacional, S. de R.L. de C.V.	PAR Electrical Contractors, Inc.	N/A	Mexico	N/A		50	%
Parkside Site and Utility Company Corporation	Quanta Services, Inc.	2	Delaware	1,000		100	%

25

					% OF
		CERT.	ISSUER’S JURISDICTION	NO. OF	OWNERSHIP
ISSUER	OWNER	NO.	OF FORMATION	SHARES	INTEREST
Parkside Utility Construction Corp.	Quanta Services, Inc.	2	Delaware	1,000		100	%
Potelco, Inc.	Quanta Services, Inc.	100	Washington	2		100	%
Professional Teleconcepts, Inc.	Quanta Services, Inc.	11	Illinois	100		100	%
Professional Teleconcepts, Inc.	Quanta Services, Inc.	11	New York	100		100	%
PWR Financial Company	Quanta Services, Inc.	1	Delaware	1,000		100	%
PWR Network, LLC	PWR Financial Company	N/A	Delaware	N/A		100	%
QDE LLC	PWR Financial Company	N/A	Delaware	N/A		100	%
QPC, Inc.	Quanta Services, Inc.	2	Delaware	1,000		100	%
QSI, Inc.	Quanta Services, Inc.	3	Delaware	1,000		100	%
Quanta Asset Management LLC	QSI, Inc.	N/A	Delaware	N/A		100	%
Quanta Associates, L.P.	Quanta Asset Management, LLC	N/A	Texas	N/A		99.9	%
Quanta Associates, L.P.	QSI, Inc.	N/A	Texas	N/A		0.1	%
Quanta Delaware, Inc.	QSI, Inc.	3	Delaware	1,000		100	%
Quanta Government Services, Inc.	Quanta Services, Inc.	2	Delaware	1,000		100	%
Quanta Government Solutions, Inc.	Quanta Services, Inc.	2	Delaware	1,000		100	%
Quanta International Limited	Quanta Services, Inc.	2	British Virgin Islands	100		100	%
Quanta LVII Acquisition, Inc.	Quanta Services, Inc.	1	Delaware	1,000		100	%

26

					% OF
		CERT.	ISSUER’S JURISDICTION	NO. OF	OWNERSHIP
ISSUER	OWNER	NO.	OF FORMATION	SHARES	INTEREST
Quanta LVIII Acquisition, Inc.	Quanta Services, Inc.	1	Delaware	1,000		100	%
Quanta LIX Acquisition, Inc.	Quanta Services, Inc.	1	Delaware	1,000		100	%
Quanta LX Acquisition, Inc.	Quanta Services, Inc.	1	Delaware	1,000		100	%
Quanta LXI Acquisition, Inc.	Quanta Services, Inc.	1	Delaware	1,000		100	%
Quanta LXII Acquisition, Inc.	Quanta Services, Inc.	1	Delaware	1,000		100	%
Quanta LXIII Acquisition, Inc.	Quanta Services, Inc.	1	Delaware	1,000		100	%
Quanta LXIV Acquisition, Inc.	Quanta Services, Inc.	1	Delaware	1,000		100	%
Quanta LXV Acquisition, Inc.	Quanta Services, Inc.	1	Delaware	1,000		100	%
Quanta LXVI Acquisition, Inc.	Quanta Services, Inc.	1	Delaware	1,000		100	%
Quanta LXVII Acquisition, Inc.	Quanta Services, Inc.	1	Delaware	1,000		100	%
Quanta LXVIII Acquisition, Inc.	Quanta Services, Inc.	1	Delaware	1,000		100	%
Quanta LXIX Acquisition, Inc.	Quanta Services, Inc.	1	Delaware	1,000		100	%
Quanta LXX Acquisition, Inc.	Quanta Services, Inc.	1	Delaware	1,000		100	%
Quanta LXXI Acquisition, Inc.	Quanta Services, Inc.	1	Delaware	1,000		100	%
Quanta LXXII Acquisition, Inc.	Quanta Services, Inc.	1	Delaware	1,000		100	%
Quanta LXXIII Acquisition, Inc.	Quanta Services, Inc.	1	Delaware	1,000		100	%
Quanta Receivables, LP	QDE LLC	N/A	Delaware	N/A		99	%

27

					% OF
		CERT.	ISSUER’S JURISDICTION	NO. OF	OWNERSHIP
ISSUER	OWNER	NO.	OF FORMATION	SHARES	INTEREST
Quanta Receivables, LP	PWR Network, LLC	N/A	Delaware	N/A		1	%
Quanta Services Management Partnership, L.P.	Quanta Delaware, Inc.	N/A	Texas	N/A		99	%
Quanta Services Management Partnership, L.P.	QSI, Inc.	N/A	Texas	N/A		1	%
Quanta Services of Canada Ltd.	Quanta Services, Inc.	C-2	British Columbia	C-6		100	%
		P-2		P-2,274
Quanta Utility Installation Company, Inc.	Quanta Services, Inc.	2	Delaware	1,000		100	%
Quanta Utility Services, LLC	Quanta Services, Inc.	N/A	Delaware	N/A		100	%
R.A. Waffensmith & Co., Inc.	Quanta Services, Inc.	2	Delaware	1,000		100	%
S.K.S. Pipeliners, LLC	Arby Construction, Inc.	N/A	Delaware	N/A		100	%
Servicios Par Electric, S. de R.L. de C.V.	Quanta Services, Inc.	N/A	Mexico	N/A		50	%
Servicios Par Electric, S. de R.L. de C.V.	PAR Electrical Contractors, Inc.	N/A	Mexico	N/A		50	%
Southeast Pipeline Construction, Inc.	Quanta Services, Inc.	2	Delaware	1,000		100	%
Southwest Trenching Company, Inc.	North Houston Pole Line, L.P.	3	Texas	1,000		100	%
Spalj Construction Company	Quanta Services, Inc.	2	Delaware	1,000		100	%
Sumter Utilities, Inc.	Quanta Services, Inc.	3	Delaware	1,000		100	%
The Ryan Company, Inc.	Quanta Services, Inc.	19	Massachusetts	1,000		100	%

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					% OF
		CERT.	ISSUER’S JURISDICTION	NO. OF	OWNERSHIP
ISSUER	OWNER	NO.	OF FORMATION	SHARES	INTEREST
Tjader, L.L.C.	Spalj Construction Company	N/A	Delaware	N/A		100	%
TNS-VA, LLC	Professional Teleconcepts, Inc.	N/A	Delaware	N/A		100	%
Tom Allen Construction Company	Quanta Services, Inc.	2	Delaware	1,000		100	%
Total Quality Management Services, LLC	Environmental Professional Associates, Limited	N/A	Delaware	N/A		100	%
Trans Tech Electric, L.P.	TTGP, Inc.	N/A	Texas	N/A		1	%
Trans Tech Electric, L.P.	TTLP, Inc.	N/A	Texas	N/A		99	%
Trawick Construction Company, Inc.	Quanta Services, Inc.	53	Florida	1,000		100	%
TTGP, Inc.	Quanta Services, Inc.	2	Delaware	1,000		100	%
TTLP, Inc.	Quanta Services, Inc.	2	Delaware	1,000		100	%
TTM, Inc.	Quanta Services, Inc.	9	North Carolina	1,000		100	%
Underground Construction Co., Inc.	Quanta Services, Inc.	2	Delaware	1,000		100	%
Utility Line Management Services, Inc.	PAR Electrical Contractors, Inc.	1	Delaware	1,000		100	%
VCI Telcom, Inc.	Quanta Services, Inc.	2	Delaware	1,000		100	%
W. C. Communications, Inc.	Quanta Services, Inc.	2	Delaware	1,000		100	%

29

SCHEDULE 2.3(a)

Form of Irrevocable Stock Power

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to

the following shares of capital stock of                                        , a                    corporation:

Number of Shares Certificate Number

and irrevocably appoints                                                            its agent and attorney-in-fact to transfer all or any part of such capital stock and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him.

[HOLDER]

By:

Name:

Title:

30