SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

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/ Xxxxxxxx X. Xxxxxxxxxx
				Name:		Xxxxxxxx X. Xxxxxxxxxx
				Title:		Vice President – Finance and Treasurer
				QSI FINANCE (AUSTRALIA) PTY. LTD, a corporation incorporated under the laws of the Commonwealth of Australia
				By:		/s/ Xxxxxx Xxxxxx Xxxxx, Xx.
				Name:		Xxxxxx Xxxxxx Xxxxx, Xx.
				Title:		Director
				By:		/s/ Xxxx X. Xxxxxxxx
				Name:		Xxxx X. Xxxxxxxx
				Title:		Director
				QSI FINANCE V (US), LLP, a Delaware limited liability partnership
				By: QSI FINANCE IV (CANADA) ULC, its managing partner
				By:		/s/ Xxxxxxxx X. Xxxxxxxxxx
				Name:		Xxxxxxxx X. Xxxxxxxxxx
				Title:		Treasurer
				QSI FINANCE II (AUSTRALIA) PTY LTD, a corporation incorporated under the laws of the Commonwealth of Australia
				By:		/s/ Xxxxxx Xxxxxx Xxxx, Xx.
				Name:		Xxxxxx Xxxxxx Xxxxx, Xx.
				Title:		Director
				By:		/s/ Xxxx X. Xxxxxxxx
				Name:		Xxxx X. Xxxxxxxx
				Title:		Director
				QSI FINANCE X (CANADA) ULC, a British Columbia corporation
				By:		/s/ Xxxxxxxx X. Xxxxxxxxx
				Name:		Xxxxxxxx X. Xxxxxxxxxx
				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.
		XXXXX COMMUNICATIONS, INC.
		XXXXX ELECTRIC COMPANY, INC.
		CRUX SUBSURFACE, INC.
		DACON CORPORATION
		XXXXXXXX CORPORATION
		ENERGY CONSTRUCTION SERVICES, INC.
		FIVE POINTS CONSTRUCTION CO.
		FUELING SYSTEMS CONTRACTORS, LLC
		XXXXXXXX POWER, INC.
		X.X. XXXXXXX 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
		XXXX CONSTRUCTION COMPANY
		ISLAND MECHANICAL CORPORATION
		X.X. XXXXXX ELECTRIC, LLC
		LAZY Q RANCH, LLC
		XXXXXX BROS., INC.
		XXXXX CONSTRUCTION, LLC
		XXXXX GROUP, INC.
		XXXXX PERSONNEL SERVICES, INC.
		XXXXXX SOFTWARE SOLUTIONS, LLC
		MICROLINE TECHNOLOGY CORPORATION
		X. X. 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
		XXXXX XXXXXXX CONSTRUCTION, INC.
		XXXXX XXXXXXX INTERNATIONAL, INC.

SECOND AMENDMENT TO THIRD AMENDED

AND RESTATED LOAN AGREEMENT

QUANTA SERVICES, INC.

XXXXX XXXXXXX SERVICES, LLC

XXXXXX 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.

X. X. XXXXXX CONSULTING SERVICES, INC.

THE XXXX COMPANY, INC.

XXX XXXXX 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/    Xxxxxxxx X. Xxxxxxxxxx
				Name:		Xxxxxxxx X. Xxxxxxxxxx
				Title:		Treasurer
				CAN-FER UTILITY SERVICES, LLC
				By:		Xxxxx Personnel Services, Inc.,
						its sole member
				By:		/s/    Xxxxxxxx X. Xxxxxxxxxx
				Name:		Xxxxxxxx X. Xxxxxxxxxx
				Title:		Treasurer
				DIGCO UTILITY CONSTRUCTION, X.X.
				XXXXXXX ELECTRIC, L.P.
				NORTH HOUSTON POLE LINE, L.P.
				By:		Xxxxx Personnel Services, Inc.,
						its general partner
				By:		/s/    Xxxxxxxx X. Xxxxxxxxx
				Name:		Xxxxxxxx X. Xxxxxxxxxx
				Title:		Treasurer
				QUANTA ASSOCIATES, L.P.
				By:		Quanta Services, Inc.,
						its general partner
				By:		Xxxxxxxx X. Xxxxxxxxxx
				Name:		Xxxxxxxx X. Xxxxxxxxxx
				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/    Xxxxxxxx X. Xxxxxxxxxx
				Name:		Xxxxxxxx X. Xxxxxxxxxx
				Title:		Treasurer
				QUANTA SERVICES MANAGEMENT PARTNERSHIP, L.P.
				By:		QSI, Inc.,
						its general partner
				By:		/s/    Xxxxxxxx X. Xxxxxxxxxx
				Name:		Xxxxxxxx X. Xxxxxxxxxx
				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/ Xxxxxxx X. Xxxx
				Name:		Xxxxxxx X. Xxxx
				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/ Xxxx Xxxx
				Name:		Xxxx Xxxx
				Title:		Senior Vice President

SECOND AMENDMENT TO THIRD AMENDED

AND RESTATED LOAN AGREEMENT

QUANTA SERVICES, INC.

LENDERS:				JPMORGAN CHASE BANK, N.A.
				By:		/s/ Xxxx Xxxxxxxxxx
				Name:		Xxxx Xxxxxxxxxx
				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/ Xxxx Xxxxxxx
				Name:		Xxxx Xxxxxxx
				Title:		Authorized Signatory

SECOND AMENDMENT TO THIRD AMENDED

AND RESTATED LOAN AGREEMENT

QUANTA SERVICES, INC.

LENDERS:				COMPASS BANK
				By:		/s/ Xxxxx Xxxxxxxx
				Name:		Xxxxx Xxxxxxxx
				Title:		Senior Vice President

SECOND AMENDMENT TO THIRD AMENDED

AND RESTATED LOAN AGREEMENT

QUANTA SERVICES, INC.

LENDERS:				CAPITAL ONE, NATIONAL ASSOCIATION
				By:		/s/ Xxx Xxxxxx
				Name:		Xxx Xxxxxx
				Title:		Senior Vice President

SECOND AMENDMENT TO THIRD AMENDED

AND RESTATED LOAN AGREEMENT

QUANTA SERVICES, INC.

LENDERS:				U.S. BANK, NATIONAL ASSOCIATION
				By:		/s/ Xxxxxxx Xxxxxx
				Name:		Xxxxxxx Xxxxxx
				Title:		Vice President

SECOND AMENDMENT TO THIRD AMENDED

AND RESTATED LOAN AGREEMENT

QUANTA SERVICES, INC.

LENDERS:				PNC BANK, NATIONAL ASSOCIATION
				By:		/s/ Xxxxxxxxx X. Xxxxx
				Name:		Xxxxxxxxx X. Xxxxx
				Title:		Managing Director

SECOND AMENDMENT TO THIRD AMENDED

AND RESTATED LOAN AGREEMENT

QUANTA SERVICES, INC.

LENDERS:				HSBC BANK USA, N.A.
				By:		/s/ Xxxxx X. Xxxxxxx
				Name:		Xxxxx X. Xxxxxxx
				Title:		Vice President

SECOND AMENDMENT TO THIRD AMENDED

AND RESTATED LOAN AGREEMENT

QUANTA SERVICES, INC.

LENDERS:				AMEGY BANK NATIONAL ASSOCIATION
				By:		/s/ Xxxxx Xxxx
				Name:		Xxxxx Xxxx
				Title:		Vice President

SECOND AMENDMENT TO THIRD AMENDED

AND RESTATED LOAN AGREEMENT

QUANTA SERVICES, INC.

LENDERS:				BOKF, NA DBA BANK OF TEXAS
				By:		/s/ X.X. Xxxxxxxx
				Name:		X.X. Xxxxxxxx
				Title:		Senior Vice President

SECOND AMENDMENT TO THIRD AMENDED

AND RESTATED LOAN AGREEMENT

QUANTA SERVICES, INC.

LENDERS:				CITIBANK, N.A.
				By:		/s/ Xxxxxxx Xxxxxxx
				Name:		Xxxxxxx Xxxxxxx
				Title:		Sr. Vice President

SECOND AMENDMENT TO THIRD AMENDED

AND RESTATED LOAN AGREEMENT

QUANTA SERVICES, INC.

LENDERS:				XXXXX FARGO BANK, N.A.
				By:		/s/ Xxxxxxx X. Xxxxx
				Name:		Xxxxxxx X. Xxxxx
				Title:		Senior Vice President

SECOND AMENDMENT TO THIRD AMENDED

AND RESTATED LOAN AGREEMENT

QUANTA SERVICES, INC.

LENDERS:				XXXXX BANKING AND TRUST COMPANY
				By:		/s/ Xxxx Xxxxxx
				Name:		Xxxx Xxxxxx
				Title:		Vice President

SECOND AMENDMENT TO THIRD AMENDED

AND RESTATED LOAN AGREEMENT

QUANTA SERVICES, INC.

LENDERS:				BANK OF MONTREAL
				By:		/s/ Xxxxxxx Gift
				Name:		Michal Gift
				Title:		Vice President

SECOND AMENDMENT TO THIRD AMENDED

AND RESTATED LOAN AGREEMENT

QUANTA SERVICES, INC.