THIRD AMENDED AND RESTATED PLEDGE AGREEMENT

Exhibit 99.3

THIRD AMENDED AND RESTATED

THIS THIRD AMENDED AND RESTATED PLEDGE AGREEMENT (this “Agreement”) dated as of October 30, 2013, is by and among the parties identified as “Pledgors” on the signature pages attached hereto and such other parties as may from time to time 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 Secured Parties (defined below) and amends and restates that certain Second Amended and Restated Pledge Agreement dated as of August 2, 2011 (as amended or otherwise modified prior to the date hereof, the “Existing Pledge Agreement”), among the Company (defined below), the pledgors from time to time party thereto, and Bank of America, N.A., as administrative agent, which amended and restated that certain Amended and Restated Pledge Agreement, dated as of June 12, 2006 among the Company, the pledgors from time to time party thereto, and Bank of America, N.A., as administrative agent, which amended and restated that certain Pledge Agreement, dated as of December 19, 2003, among the Company, 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 “Company”), the other Borrowers party thereto, the Guarantors, the Lenders, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer have entered into that certain Third 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.

C. Each Pledgor will derive substantial direct and indirect benefit from 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 used herein and not defined 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 terminated, and no other Obligations under any Loan Document remain unpaid or unsatisfied (other than any contingent indemnity obligations that, by their terms, survive the termination of the Credit Agreement).

“Event of Default” is defined in Section 6.1.

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

“Secured Obligations” means, without duplication, (i) the Obligations, and (ii) all costs and expenses incurred in connection with enforcement and collection of the Secured Obligations described in the foregoing clause (i), including, without limitation, reasonable attorneys’ fees and disbursements.

“Secured Parties” means, collectively, the Lenders, the Swap Banks, the Treasury Management Banks and any other holder of the Secured Obligations, and “Secured Party” means any one of them.

“UCC” means the Uniform Commercial Code.

“Voting Stock” is defined in Section 2.1.

SECTION 2. Security Interest and Pledge.

2.1 Security Interest and Pledge. Subject to the terms of this Agreement and the Credit 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 Secured Parties a continuing first 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 attached Schedule 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 other than a Regulated Subsidiary, until such time as all approvals and/or consents required by Section 7.15 of the Credit Agreement with respect to such Regulated Subsidiary shall have been obtained (each an “Entity”), 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 Entity which is (i) 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, or (ii) Excluded Property.

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 not Schedule 2.1(a) is amended to refer to such additional Capital Stock.

2.2 Delivery 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 in Schedule 2.2(a) attached hereto.

(b)

Financing Statements. Each Pledgor that is a Domestic Subsidiary 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 such 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 Secured Parties, that so long as any of the Secured Obligations remain unpaid or unsatisfied (other than any contingent indemnity obligations that, by their terms, survive the termination of the Credit Agreement) and until all of the Revolving Commitments have been terminated:

3.1 Title. 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, except for the security interest granted hereunder and Permitted Liens. Such Pledgor has the unrestricted right to pledge the Collateral as contemplated hereby, and there exists no “adverse claim” within the meaning of Section 8-102 of the UCC with respect to the Collateral.

3.2 Organization 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 or any order, writ, injunction or decree of any Governmental Authority or any arbitral award to which such Pledgor is a party; or (ii) conflict with or result in any breach of any material Contractual Obligation to which any Pledgor is a party or constitute a default under, or result in the creation of any Lien (other than pursuant to the Collateral Documents) upon any of the Property of any Pledgor.

3.3 First 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 Secured Parties 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.

3.4 Partnership 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 such term is defined in the UCC).

3.5 No 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 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 (a) the filing of financing statements and the filing of an investment act notice in connection with the Capital Stock of any Entity organized in Canada, (b) such filings as may be necessary in connection with the Capital Stock of any company organized in a foreign jurisdiction other than Canada, (c) with respect to the assets or Capital Stock of any Subsidiary licensed by the Federal Communications Commission or otherwise authorized to provide telecommunications services, the prior approval of the Federal Communications Commission may be required if the assets or Capital Stock are transferred through foreclosure or otherwise, (d) with respect to the assets or Capital Stock of any Regulated Subsidiary, certain state public utility commission approvals may be required if the assets or Capital Stock are transferred through foreclosure or otherwise, and (e) 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 unpaid or unsatisfied (other than any contingent indemnity obligations that, by their terms, survive the termination of the Credit Agreement) and until all of the Revolving Commitments have been terminated:

4.1 Encumbrances. 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 Lien 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).

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

4.3 Dividends.

(a)

So long as no Event of Default shall have occurred and be continuing and subject to the terms of this Agreement, each Pledgor may receive and retain any and all dividends and distributions (other than stock dividends and other dividends and distributions constituting Collateral addressed hereinabove) or interest paid in respect of the Collateral to the extent they are allowed under the Credit Agreement.

(b)

Upon the occurrence and during the continuance of an Event of Default:

(i)

all rights of a Pledgor to receive the dividends, distributions and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (a) of this subsection shall cease and all such rights shall thereupon be vested in the Administrative Agent, which shall then have the sole right to receive and hold as Collateral such dividends, distributions and interest payments; and

(ii)

all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph (i) of this subsection shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Agent as Collateral in the exact form received, to be held by the Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

4.4 Further 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.

4.5 Inspection 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.

4.6 Books and Records. Each Pledgor shall xxxx its books and records (and shall cause the issuer of the Pledged Shares to xxxx its books and records) to reflect the security interest of the Administrative Agent for the benefit of the Secured Parties.

4.7 Receipt 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 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.

4.8 Pledge 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 an Entity which is a controlled foreign corporation, then the number of shares of Voting Stock of such Entity 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 Entity which is a controlled foreign corporation (or, if less, 100% of the Voting Stock of such Entity 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 Entity owned by such Pledgor).

4.9 Amendments. 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.

4.10 Compliance 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.

4.11 Issuance 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.

5.1 Power of Attorney. Each Pledgor hereby irrevocably and with the power of substitution constitutes and appoints the Administrative Agent on behalf of the Secured Parties 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 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, xxx 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 Secured Parties or into the name of any transferee to whom the Collateral or any part thereof may be sold pursuant to Section 6.2 hereof.

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.

5.2 Voting 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 Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx 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.

5.3 Collateral 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.

5.4 Performance 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.

5.5 The 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.

SECTION 6. Events of Default and Remedies.

6.1 Events 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”).

6.2 Rights 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).

(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 each applicable Entity of the fact of this Agreement and directing each such Entity to make payment directly to the Administrative Agent of all of the distributions which are due and owing to Pledgor by such Entity, and directing each such Entity 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 such Entity 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.

6.3 Application 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 Secured Parties 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.

7.1 No 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 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 Company, any other Pledgor or any other Collateral for the Secured Obligations.

7.2 Successors 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 Secured Parties and their respective 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.

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

7.4 Governing Law; Submission to Jurisdiction.

(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK; 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 XXX XXXXXX XX XXX XXXXX XX XXX XXXX 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 OF FORUM 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.

7.5 Waiver of Right to Trial by Jury.

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.

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

7.7 Survival 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.

7.8 Amendments 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.

7.9 Counterparts. 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.

7.10 Severability. 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.

7.11 Construction. 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.

7.12 Secured 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.

7.13 Termination. 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 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.

7.14 ENTIRE 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.

7.15 Other Security. To the extent that any of the Secured Obligations are now or hereafter secured by Property other than the Collateral or by a guarantee, endorsement or property of any other Person in favor of the Administrative Agent on behalf of the Secured Parties, 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 Secured Parties under this Agreement, under any of the other Loan Documents or under any other document relating to the Secured Obligations.

7.16 Joint 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 Secured Parties, 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.

(d) Each of the Pledgors agree, among themselves, that the provisions of Sections 4.06 and 4.08 of the Credit Agreement apply to any liabilities hereunder.

[Signatures on immediately following page.]

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/ Xxxxxxxx X. Xxxxxxxxxx
	Name:	Xxxxxxxx X. Xxxxxxxxxx
	Title:	Vice President – Finance and Treasurer

	ALLTECK LINE CONTRACTORS (USA), INC.
	AMERICAN INTERNATIONAL MARITIME LOGISTICS, LLC
	CAN-FER UTILITY SERVICES, LLC
	CONAM CONSTRUCTION CO.
	XXXXX COMMUNICATIONS, INC.
	XXXXX ELECTRIC COMPANY, INC.
	CRUX SUBSURFACE, INC.
	DACON CORPORATION
	XXXXXXXX CORPORATION
	XXXXXXX XXXXX CONSTRUCTION COMPANY
	ENERGY CONSTRUCTION SERVICES, INC.
	FIVE POINTS CONSTRUCTION CO.
	X. X. XXXXXXX PIPELINE CONSTRUCTION, INC.
	INFRASOURCE CONSTRUCTION, LLC
	INFRASOURCE FIELD SERVICES, LLC
	INFRASOURCE FI, LLC
	INFRASOURCE INSTALLATION, LLC
	INFRASOURCE, LLC
	INFRASOURCE PIPELINE FACILITIES, INC.
	INFRASOURCE SERVICES, LLC
	INFRASOURCE TRANSMISSION SERVICES COMPANY
	INFRASOURCE UNDERGROUND CONSTRUCTION, INC.
	INFRASOURCE UNDERGROUND SERVICES CANADA, INC.
	INLINE DEVICES, LLC
	INTERMOUNTAIN ELECTRIC, INC.
	XXXX CONSTRUCTION COMPANY
	ISLAND MECHANICAL CORPORATION
	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 CALIFORNIA, INC.
				X.X. ELECTRIC, LLC
				NORTH SKY ENGINEERING, INC.
				NORTHSTAR ENERGY SERVICES, INC.
				NOVA NEXTGEN SOLUTIONS, LLC
				PAR ELECTRICAL CONTRACTORS, INC.
				PERFORMANCE ENERGY SERVICES, L.L.C.
				PERFORMANCE GROUP, L.L.C.
				PERFORMANCE LABOR SERVICES, L.L.C.
				PERFORMANCE MANAGEMENT SERVICES, L.L.C.
				POTELCO, INC.
				XXXXX XXXXXXX CONSTRUCTION, INC.
				XXXXX XXXXXXX INTERNATIONAL, INC.
				XXXXX XXXXXXX SERVICES, LLC
				PWR FINANCIAL COMPANY
				PWR NETWORK, LLC
				QPS ENGINEERING, LLC
				QSI FINANCE I (US), INC.
				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 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.
				QUANTA UTILITY SERVICES-GULF STATES, INC.
				QUANTAWORKS, LLC


				REALTIME ENGINEERS, INC.
				REALTIME UTILITY ENGINEERS, INC.
				RMS HOLDINGS, LLC
				ROAD BORE CORPORATION
				SERVICE ELECTRIC COMPANY
				SOUTHWEST TRENCHING COMPANY, INC.
				SUMTER UTILITIES, INC.
				SUNESYS OF MASSACHUSETTS, LLC
				X. X. XXXXXX CONSULTING, INC.
				THE XXXX COMPANY, INC.
				XXX XXXXX CONSTRUCTION COMPANY
				TOTAL QUALITY MANAGEMENT SERVICES, LLC
				UNDERGROUND CONSTRUCTION CO., INC.
				UTILIMAP CORPORATION
				UTILITY LINE MANAGEMENT SERVICES, INC.
				UTILITY LOCATE AND MAPPING SERVICES, INC.
				VCS SUB, INC.
				WINCO, INC.

				By:		/s/ Xxxxxxxx X. Xxxxxxxxxx
				Name:		Xxxxxxxx X. Xxxxxxxxxx
				Title:		Treasurer

				QSI FINANCE V (US), LLP

				By:		QSI Finance IV (Canada) ULC,
						its managing partner

				By:		/s/ Xxxxxxxx X. Xxxxxxxxxx
				Name:		Xxxxxxxx X. Xxxxxxxxxx
				Title:		Treasurer

				XXXXX/CPG, LLC,
				IONEARTH, LLC

				By:		Xxxxx Group, 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. Xxxxxxxxxx
				Name:		Xxxxxxxx X. Xxxxxxxxxx
				Title:		Treasurer

				QUANTA ASSOCIATES, L.P.

				By:		Quanta Services, Inc.,
						its general partner

				By:		/s/ Xxxxxxxx X. Xxxxxxxxxx
				Name:		Xxxxxxxx X. Xxxxxxxxxx
				Title:		Vice President – Finance and Treasurer

				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


THE ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A.,
	as Administrative Agent

	By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	Vice President

— Schedule 2.1(a)

— SUBSIDIARIES


SUBSIDIARY	OWNER	CERT. NO.	SUBSIDIARY’S JURISDICTION OF FORMATION	NO. OF SHARES OUTSTANDING		% OF OWNERSHIP INTEREST

Allteck Line Contractors Inc.	QSI Finance V (US), LLP	6C=65 7C=35 (unpledged) 6P=170 7P=315	British Columbia		X-000 X-000		000	%

Allteck Line Contractors (USA), Inc.	Quanta Electric Power Services, LLC	3	Washington		100		100	%

American International Maritime Logistics, LLC	Quanta Energy Services, LLC	N/A	Texas		N/A		100	%

CAN-FER Utility Services, LLC	Xxxxx Personnel Services, Inc.	N/A	Delaware		N/A		100	%

Conam Construction Co.	Xxxxx Xxxxxxx Services, LLC	7	Texas		1,000		100	%

Xxxxx Communications, Inc. (f/k/a Quanta Wireless Solutions, Inc.)	Quanta Services, Inc.	1	Delaware		1,000		100	%

Xxxxx Electric Company, Inc.	Quanta Electric Power Services, LLC	3	Delaware		1,000		100	%

Crux Subsurface, Inc.	Quanta Electric Power Services, LLC	2	Delaware		1,000		100	%


SUBSIDIARY	OWNER	CERT. NO.	SUBSIDIARY’S JURISDICTION OF FORMATION	NO. OF SHARES OUTSTANDING		% OF OWNERSHIP INTEREST

Dacon Corporation	Xxxxxxxx Corporation	1	Delaware		1,000		100	%

Xxxxxxxx Corporation	InfraSource Transmission Services Company	1	Delaware		1,000		100	%

Digco Utility Construction, L.P.	Quanta Holdings 1 GP, LLC	N/A	Delaware		N/A		99.9	%
Digco Utility Construction, L.P.	Xxxxx Personnel Services, Inc.	N/A	Delaware		N/A		0.1	%

EHV Power ULC	InfraSource Underground Services Canada, Inc.	C1=2,767,333 C2=1,383,677 (Unpledged)	British Columbia		4,151,010		100	%

Energy Construction Services, Inc.	Quanta Electric Power Services, LLC	2	Delaware		1,000		100	%

Five Points Construction Co.	Quanta Energy Services, LLC	38	Texas		4,093		100	%

X. X. Xxxxx Canada Company	Xxxxx Xxxxxxx International, Inc.	5=65 6=35 (Unpledged)	Nova Scotia		100		100	%

X. X. Xxxxxxx Pipeline Construction, Inc.	Quanta Energy Services, LLC	3	Delaware		1,000		100	%

InfraSource Construction, LLC	InfraSource, LLC	N/A	Delaware		N/A		100	%

SUBSIDIARY

OWNER

CERT. NO.

SUBSIDIARY’S
JURISDICTION
OF FORMATION

NO. OF
SHARES
OUTSTANDING

% OF
OWNERSHIP
INTEREST

InfraSource Field Services, LLC

InfraSource, LLC

N/A

Delaware

N/A

100

InfraSource FI, LLC

Quanta Fiber Networks, Inc.

N/A

Delaware

N/A

100

InfraSource Installation, LLC

InfraSource, LLC

N/A

Delaware

N/A

100

InfraSource, LLC

Quanta Energy Services, LLC

N/A

Delaware

N/A

100

InfraSource Services, LLC

InfraSource, LLC

N/A

Delaware

N/A

100

InfraSource Transmission Services Company

Quanta Electric Power Services, LLC

C-16

Arizona

100

InfraSource Underground Construction, Inc. (f/k/a Xxxxxxx Pipeliners, Inc.)

InfraSource, LLC

Delaware

100

InfraSource Underground Services Canada, Inc.

InfraSource, LLC

Delaware

100

Inline Devices, LLC

Xxxxx Group, Inc.

N/A

Texas

N/A

100

IonEarth LLC

Xxxxx Group, Inc.

N/A

Michigan

N/A

100

Intermountain Electric, Inc.

Quanta Electric Power Services, LLC

Colorado

1,000

100

Xxxx Construction Company

Quanta Electric Power Services, LLC

Mississippi

1,000

100

SUBSIDIARY

OWNER

CERT. NO.

SUBSIDIARY’S
JURISDICTION
OF FORMATION

NO. OF
SHARES
OUTSTANDING

% OF
OWNERSHIP
INTEREST

Island Mechanical Corporation

Underground Construction Co., Inc.

6-Non Voting=620

7-Voting=500

Hawaii

1,120

100

Lazy Q Ranch, LLC

Quanta Asset Management LLC

N/A

Delaware

N/A

100

Xxxxxxx Electric, L.P.

North Houston Pole Line, L.P.

N/A

Texas

N/A

99.9

Xxxxx Personnel Services, Inc.

N/A

Texas

N/A

0.1

Xxxxxx Bros., Inc.

Quanta Electric Power Services, LLC

Delaware

1,000

100

Xxxxx Canada Corp.

Xxxxx Group, Inc.

2=1

3=35 (Unpledged)

4=64

Nova Scotia

100

Xxxxx Construction, LLC

InfraSource, LLC

N/A

Georgia

N/A

100

Xxxxx Group, Inc.

Quanta Energy Services, LLC

Delaware

1,000

100

Xxxxx/CPG LLC

Xxxxx Group, Inc.

Michigan

100 Units

100

Xxxxx Personnel Services, Inc.

Quanta Electric Power Services, LLC

Texas

1,000

100

SUBSIDIARY

OWNER

CERT. NO.

SUBSIDIARY’S
JURISDICTION
OF FORMATION

NO. OF
SHARES
OUTSTANDING

% OF
OWNERSHIP
INTEREST

Xxxxxx Software Solutions, LLC

Quanta Energy Services, LLC

N/A

Texas

N/A

100

Microline Technology Corporation

Xxxxx Group, Inc.

Michigan

300

100

X.X. Electric, LLC

Quanta Electric Power Services, LLC

N/A

Delaware

N/A

100

X.X. Electric California, Inc.

X.X. Electric, LLC

Delaware

100

North Houston Pole Line, L.P.

Quanta Holdings 1 GP, LLC

N/A

Texas

N/A

99.9

Xxxxx Personnel Services, Inc.

N/A

Texas

N/A

0.1

North Sky Engineering, Inc.

Quanta Electric Power Services, LLC

Delaware

1,000

100

NorthStar Energy Services, Inc. (f/k/a InfraSource Pipeline Facilities, Inc.)

Quanta Energy Services, LLC

North Carolina

1,165

100

Nova NextGen Solutions, LLC

InfraSource FI, LLC

N/A

Delaware

N/A

100

O. J. Pipelines Canada Corporation

Xxxxx Xxxxxxx International, Inc.

C-4=65

C-5=35 (Unpledged)

New Brunswick

100

PAR Electrical Contractors, Inc.

Quanta Electric Power Services, LLC

101

Missouri

200

100

SUBSIDIARY

OWNER

CERT. NO.

SUBSIDIARY’S
JURISDICTION
OF FORMATION

NO. OF
SHARES
OUTSTANDING

% OF
OWNERSHIP
INTEREST

Performance Energy Services, L.L.C.

Performance Group, L.L.C.

N/A

Louisiana

N/A

100

Performance Group, L.L.C.

Quanta Energy Services, LLC

N/A

Louisiana

N/A

100

Performance Labor Services, L.L.C.

Performance Group, L.L.C.

N/A

Louisiana

N/A

100

Performance Management Services, L.L.C.

Performance Group, L.L.C.

N/A

Louisiana

N/A

100

Potelco, Inc.

Quanta Electric Power Services, Inc.

101

Washington

100

Xxxxx Xxxxxxx Construction, Inc.

Xxxxx Xxxxxxx Services, LLC

Delaware

49,000

100

Xxxxx Xxxxxxx International, Inc.

Xxxxx Xxxxxxx Services, LLC

Delaware

32,000

100

Xxxxx Xxxxxxx Services, LLC

Quanta Energy Services, LLC

N/A

Delaware

N/A

100

PWR Financial Company

Quanta Services, Inc.

Delaware

1,000

100

PWR Network, LLC

PWR Financial Company

N/A

Delaware

N/A

100

QPS Engineering, LLC

InfraSource, LLC

N/A

Delaware

N/A

100

SUBSIDIARY

OWNER

CERT. NO.

SUBSIDIARY’S
JURISDICTION
OF FORMATION

NO. OF
SHARES
OUTSTANDING

% OF
OWNERSHIP
INTEREST

QSI Finance (Australia) Pty Ltd.

QSI Finance I (US), Inc.

Victoria, Australia

1,000

100

QSI Finance I (US), Inc.

Quanta Services, Inc.

Delaware

1,000

100

QSI Finance V (US), LLP

QSI Finance III (Canada) ULC

N/A

Delaware

N/A

99.9

QSI Finance IV (Canada) ULC

N/A

Delaware

N/A

0.1

QSI Finance VI (Canada) ULC

QSI Finance V (US), LLP

British Columbia

100

QSI, Inc.

Quanta Services, Inc.

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

QSI, Inc.

N/A

Texas

N/A

0.1

Quanta Capital Solutions, Inc. (f/k/a TTLP, Inc.)

Quanta Services, Inc.

Delaware

1,000

100

Quanta Delaware, Inc.

QSI, Inc.

Delaware

1,000

100

Quanta Electric Power Services, LLC

Quanta Services, Inc.

N/A

Delaware

N/A

100

Quanta Energy Services, LLC

Quanta Services, Inc.

N/A

Delaware

N/A

100


SUBSIDIARY	OWNER	CERT. NO.	SUBSIDIARY’S JURISDICTION OF FORMATION	NO. OF SHARES OUTSTANDING		% OF OWNERSHIP INTEREST

Quanta Fiber Networks, Inc.	Quanta Services, Inc.	2	Delaware		1,000		100	%

Quanta Field Services, LLC	Quanta Energy Services, LLC	N/A	Delaware		N/A		100	%

Quanta Government Services, Inc.	Quanta Services, Inc.	2	Delaware		1,000		100	%

Quanta Government Solutions, Inc.	Quanta Services, Inc.	1	Delaware		1,000		100	%

Quanta Holdings 1 GP, LLC	PWR Financial Company	N/A	Delaware		N/A		100	%

Quanta International Limited	Quanta Services, Inc.	2	British Virgin Islands		100		100	%

Quanta International Services, Inc. (f/k/a QPC, Inc.)	Quanta Services, Inc.	2	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	%

SUBSIDIARY

OWNER

CERT. NO.

SUBSIDIARY’S
JURISDICTION
OF FORMATION

NO. OF
SHARES
OUTSTANDING

% OF
OWNERSHIP
INTEREST

Quanta Marine Services, LLC

Quanta Energy Services, LLC

N/A

Delaware

N/A

100

Quanta Pipeline Services, Inc.

Quanta Energy Services, LLC

Delaware

1,000

100

Quanta Power, Inc.

Quanta Electric Power Services, LLC

Delaware

1,000

100

Quanta Power Generation, Inc.

Quanta Electric Power Services, LLC

Delaware

1,000

100

Quanta Receivables, LP

Quanta Holdings 1 GP, LLC

N/A

Delaware

N/A

99.9

PWR Network, LLC

N/A

Delaware

N/A

0.1

Quanta Services CC Canada Ltd.

Quanta Services, Inc.

11=55,687,897

12=29,985,792 (Unpledged)

British Columbia

85,673,689

100

Quanta Services Contracting, Inc. (f/k/a Quanta LVII Acquisition, Inc.)

Quanta Services, Inc.

Delaware

1,000

100

Quanta Services Management Partnership, L.P.

Quanta Delaware, Inc.

N/A

Texas

N/A

QSI, Inc.

N/A

Texas

N/A

Quanta Services Netherlands B.V.

Quanta Services, Inc.

N/A

The Netherlands

18,000

100


SUBSIDIARY	OWNER	CERT. NO.	SUBSIDIARY’S JURISDICTION OF FORMATION	NO. OF SHARES OUTSTANDING		% OF OWNERSHIP INTEREST

Quanta Services of Canada Ltd.	Quanta Services, Inc.	C-7=6 C-8=4 (Unpledged) P-7=2,274 X-0x0,000	Xxxxxxx Xxxxxxxx		C-10 P-3,499		100	%

Quanta Technology, LLC	Quanta Electric Power Services, LLC	N/A	Delaware		N/A		100	%

Quanta Technology Canada ULC	Quanta Services, Inc.	X-0x00 X-0x00 (Xxxxxxxxx)	Xxxxxxx Xxxxxxxx		100		100	%

Quanta Utility Installation Company, Inc.	Quanta Electric Power Services, LLC	3	Delaware		1,000		100	%

Quanta Utility Services–Gulf States, Inc.	Quanta Electric Power Services, LLC	3	Delaware		1,000		100	%

Quanta Utility Services of Canada, Inc.	Quanta Services, Inc.	1=65 2=35 (unpledged)	British Columbia		100		100	%

QuantaWorks, LLC	Quanta Electric Power Services, LLC	N/A	Delaware		N/A		100	%

Realtime Engineers, Inc. (f/k/a InfraSource Engineers, Inc.)	Realtime Utility Engineers, Inc.	1	Delaware		1		100	%

Realtime Utility Engineers, Inc.	Quanta Electric Power Services, LLC	10	Wisconsin		200		100	%


SUBSIDIARY	OWNER	CERT. NO.	SUBSIDIARY’S JURISDICTION OF FORMATION	NO. OF SHARES OUTSTANDING		% OF OWNERSHIP INTEREST

RMS Holdings, LLC	Quanta Energy Services, LLC	N/A	Delaware		N/A		100	%

Road Bore Corporation	Underground Construction Co., Inc.	6-Non Voting=620 7-Voting=500	Hawaii		1,120		100	%

Service Electric Company	Quanta Electric Power Services, LLC	2	Delaware		1,000		100	%

Southwest Trenching Company, Inc.	North Houston Pole Line, L.P.	3	Texas		1,000		100	%

Sumter Utilities, Inc.	Quanta Electric Power Services, LLC	4	Delaware		1,000		100	%

Sunesys of Massachusetts, LLC	Sunesys, LLC	N/A	Delaware		N/A		100	%

The Xxxx Company, Inc.	Quanta Electric Power Services, LLC	20	Massachusetts		1,000		100	%

X. X. Xxxxxx Consulting Services, Inc.	Quanta Energy Services, LLC	8	Texas		5,000		100	%

Xxx Xxxxx Construction Company	Quanta Energy Services, LLC	3	Delaware		1,000		100	%

Total Quality Management Services, LLC	VCS Sub, Inc.	N/A	Delaware		N/A		100	%


SUBSIDIARY	OWNER	CERT. NO.	SUBSIDIARY’S JURISDICTION OF FORMATION	NO. OF SHARES OUTSTANDING		% OF OWNERSHIP INTEREST

Underground Construction Co., Inc.	Quanta Energy Services, LLC	3	Delaware		1,000		100	%

Utilimap Corporation	Quanta Electric Power Services, LLC	19	Missouri		1,000		100	%

Utility Line Management Services, Inc.	Quanta Electric Power Services, LLC	3	Delaware		1,000		100	%

VCS Sub, Inc. (f/k/a Environmental Professional Consultants, Limited)	Quanta Services, Inc.	18	California		1,000,000		100	%

Winco, Inc.	Quanta Electric Power Services, Inc.	15	Oregon		100		100	%

SCHEDULE 2.2(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:

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Table of Contents

THIRD AMENDED AND RESTATED PLEDGE AGREEMENT

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