JOINDER AND FIFTH AMENDMENT TO UNDERWRITING, CONTINUING INDEMNITY AND SECURITY AGREEMENT

Exhibit 10.2

JOINDER AND FIFTH AMENDMENT TO

UNDERWRITING, CONTINUING INDEMNITY AND SECURITY AGREEMENT

This JOINDER AND FIFTH AMENDMENT TO UNDERWRITING, CONTINUING INDEMNITY AND SECURITY AGREEMENT (“Amendment”), dated as of May 17, 2012, is made by Federal Insurance Company, an Indiana corporation (“Federal”); American Home Assurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., and The Insurance Company of the State of Pennsylvania (collectively “AIG”); Liberty Mutual Insurance Company, a Massachusetts company, Liberty Mutual Fire Insurance Company, and Safeco Insurance Company of America (collectively, “Liberty Mutual”); and Quanta Services, Inc., a Delaware corporation (the “Company”), and the other undersigned Indemnitors.

W I T N E S S E T H:

WHEREAS, Federal, AIG and Liberty Mutual, the Company, and the other Indemnitors are party to that certain Underwriting, Continuing Indemnity and Security Agreement, dated as of March 14, 2005 (the “Original Agreement”), as amended by that certain Joinder Agreement and Amendment to Underwriting, Continuing Indemnity and Security Agreement dated as of November 28, 2006, wherein AIG was added as a Surety, as further amended by that certain Second Amendment to Underwriting, Continuing Indemnity and Security Agreement dated as of January 9, 2008, as further amended by that certain Joinder and Third Amendment to Underwriting, Continuing Indemnity and Security Agreement dated as of December 19, 2008, as further amended by that certain Joinder Agreement and Fourth Amendment to Underwriting, Continuing Indemnity and Security Agreement dated as of March 31, 2009, wherein Liberty Mutual was added as a Surety (collectively, the “Underwriting Agreement”);

WHEREAS, the parties desire to add certain additional Domestic Subsidiaries of Quanta Services, Inc. as Principals and Indemnitors under the Underwriting Agreement, as amended by this Amendment; and

WHEREAS, the parties to the Underwriting Agreement desire to further amend the Underwriting Agreement as hereinafter set forth, and this Amendment, the terms hereof and consummation of the transactions contemplated hereby will be beneficial to the Company and the other Indemnitors;

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto hereby agree as follows:

1. Definitions. Capitalized terms used in this Amendment and not otherwise defined are used as defined in the Underwriting Agreement.

2. Exhibit A. Exhibit A to the Underwriting Agreement is hereby deleted in its entirety and replaced with Exhibit A to this Amendment.

3. Representations and Warranties. Each party to this Amendment, individually and for itself only, hereby represents and warrants to each of the other parties as follows:

3.1 The execution, delivery and performance by such party of this Amendment and the performance by such party of its respective obligations under this Amendment and the Underwriting Agreement, as amended hereby, and the consummation of the transactions contemplated hereby and thereby, (a) have been duly authorized by all necessary corporate or other such action, if any, and (b) do not and will not, with or without the giving of notice or lapse of time or both, (i) contravene any term or condition of its organizational documents or (ii) violate any applicable laws. Such party has all requisite corporate, partnership or limited liability company power and authority to enter into this Amendment and to perform its obligations hereunder and under the Underwriting Agreement as amended hereby.

3.2 This Amendment has been duly and validly executed and delivered by such party and this Amendment and the Underwriting Agreement, as amended hereby, constitute the legal, valid and binding obligations of such party, enforceable against such party in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

4. Warranties and Covenants of New Indemnitor. Each of Conam Construction Co., a Texas corporation, Crux Subsurface, Inc., a Delaware corporation, Energy Construction Services, Inc., a Delaware corporation, InfraSource, LLC, a Delaware limited liability company, Island Mechanical Corporation, a Hawaii corporation, Xxxxx Xxxxxxx Construction, Inc., a Delaware corporation, Xxxxx Xxxxxxx International, Inc., a Delaware corporation, Quanta Power Generation, Inc., a Delaware corporation, Road Bore Corporation, a Hawaii corporation, and Service Electric Company, a Delaware corporation (each, a “New Indemnitor”), represents and warrants to Surety that all of the representations and warranties made by the Indemnitors in the Original Agreement (whether made as an Indemnitor or as a Principal) are true and correct as applicable to such New Indemnitor in all material respects, as of the date hereof (except to the extent such representations and warranties specifically relate to an earlier date). Each New Indemnitor hereby acknowledges, agrees, and confirms that, by its execution of this Amendment, such New Indemnitor will be deemed to be a party to the Underwriting Agreement, as amended by this Amendment, and an “Indemnitor” and “Principal” for all purposes of the Underwriting Agreement, as amended by this Amendment, and will have all the obligations of an Indemnitor and Principal thereunder as if it had executed the Underwriting Agreement. Each New Indemnitor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Underwriting Agreement, as amended by this Amendment, applicable to such New Indemnitor (whether as an Indemnitor or Principal). Without limiting the generality of the foregoing terms of this Section 4, each New Indemnitor hereby grants to the Surety a security interest in any and all right, title and interest of such New Indemnitor in and to the Collateral of such New Indemnitor to secure the prompt payment and performance in full when due of any Surety Loss, and the payment and performance of all other obligations and undertakings now or hereafter owing to Surety with respect to the Bonds and/or under the Surety Credit Documents, as same may now or hereafter be modified, replaced, extended or renewed.

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5. Due Diligence Items Required to be Delivered by New Indemnitor. Each New Indemnitor will deliver to Surety the following, in form and substance reasonably satisfactory to Surety and its counsel:

(a) Favorable opinions of both outside and in-house counsel to Principal and Indemnitors, with respect to New Indemnitors, substantially in the form attached to the Underwriting Agreement as Exhibit C thereto, with such modifications thereto as are requested by such counsel and acceptable to Surety and its counsel in their reasonable discretion;

(b) an officer’s certificate of such New Indemnitor certifying appropriate resolutions authorizing the execution, delivery and performance of this Amendment and performance of the Underwriting Agreement, as amended by this Amendment, certifying that such resolutions have been approved in accordance with such New Indemnitor’s governing documents together with copies of such governing documents, and certifying incumbencies and true signatures of the officers so authorized; and

(c) evidence of the good standing of such New Indemnitor in the jurisdiction in which such New Indemnitor is formed.

6. Power of Attorney. Each New Indemnitor hereby irrevocably constitutes and appoints Quanta Services, Inc. (and all officers, employees or agents designated by Quanta Services, Inc.), with full power of substitution, as such New Indemnitor’s true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such New Indemnitor and in the name of such New Indemnitor or in its own name, from time to time in Quanta Services, Inc.’s discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purpose of this Amendment or the Underwriting Agreement and to amend, modify or supplement the Underwriting Agreement or other Surety Credit Documents in any manner. Each New Indemnitor hereby ratifies and agrees to be bound by, to the fullest extent permitted by law, all that Quanta Services, Inc. will lawfully do or cause to be done by virtue hereof.

7. Amendments. By executing and delivering this Amendment, Federal, AIG, Liberty Mutual, the Company, and each other Indemnitor hereby agrees that, effective as of the date of this Amendment, the Underwriting Agreement is hereby amended as follows:

(a) The Underwriting Agreement is hereby amended by adding the following new Section 54 immediately following Section 53 of the Underwriting Agreement:

54. Collateral Release. Notwithstanding anything in this Agreement or any other Surety Credit Document to the contrary, subject to prior or concurrent release by Bank of America, N.A., as Administrative Agent (the “Administrative Agent”) for the lenders under that certain Second Amended and Restated Credit Agreement, dated as of August 2, 2011, as amended, modified, supplemented and extended from time to time (including, without limitation, any renewals, restatements and replacements thereof) (the “Second Amended and Restated Credit Agreement”), among the Administrative Agent,

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such lenders, Quanta Services, Inc. and its subsidiaries party thereto, of the Administrative Agent’s liens and security interests granted pursuant to the Collateral Documents (as such term is defined in the Second Amended and Restated Credit Agreement), upon notice from Quanta Services, Inc., on the first date (the “Release Date”) on which the corporate credit rating of Quanta Services, Inc. is BBB- (stable) or higher by Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc. and any successor thereto (“S&P”), and the corporate family rating of Quanta Services, Inc. is Baa3 (stable) or higher by Xxxxx’x Investors Service, Inc. and any successor thereto (“Moody’s”), so long as no default or Event of Default exists on such date or immediately after giving effect to the release of liens contemplated hereby, any and all liens and security interests (including, without limitation, all Liens (as such term is defined in this Agreement) created by or arising in connection with this Agreement or any other Surety Credit Document shall automatically and immediately be fully released and all Collateral shall automatically and immediately be released from all such liens, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral or any other collateral or property constituting such a lien or subject to any such lien shall terminate and revert to the Indemnitors (the “Collateral Release”). At the request and sole expense of any Indemnitor following any such release, the Surety shall deliver to such Indemnitor any Collateral or other such property held by the Surety under any Surety Credit Document, and execute and deliver to such Indemnitor such documents as such Indemnitor shall reasonably request to evidence such release. In the event Surety requires Indemnitors to execute such documents, promptly, and in any event within 60 days (or such longer period as is reasonably acceptable to the Surety) after notice to Quanta Services, Inc. from the Surety following the first date after the Release Date on which the corporate credit rating of Quanta Services, Inc. by S&P falls below BBB- or the corporate family rating of Quanta Services, Inc. by Moody’s falls below Baa3, the Indemnitors shall (i) execute and deliver to the Surety security documents, in form and substance reasonably satisfactory to the Surety, pursuant to which the Indemnitors shall grant to the Surety a security interest in all property (and types of property) then owned or held by such Person that constituted Collateral under the Surety Credit Documents as in effect immediately prior to the Release Date and (ii) take such actions as shall be necessary or reasonably requested by the Surety to grant and perfect such Liens all at the expense of the Indemnitors (a “Collateral Reinstatement”). Without limiting the generality of the foregoing and except as provided in the following sentence, at all times after any Release Date and prior to consummation of a Collateral Reinstatement, Section 3(e) of this Agreement shall be deemed to have been deleted and this Section 54 shall govern and control to the extent of any conflict between the other provisions of this Agreement (including, without limitation, Section 5 of this Agreement) or the other Surety Credit Documents and this Section 54. In the event Indemnitors fail to execute and deliver to Surety the above required documents, or Surety determines that it would prefer to proceed without these documents, then a Collateral Reinstatement will have occurred and this Section 54 will automatically be rendered null and void at such time as the corporate credit rating of Quanta Services, Inc. by S&P falls below BBB- or the corporate family rating of Quanta Services, Inc. by Moody’s falls below Baa3 and the terms of the Surety Credit Documents will be reinstated as though this Section 54 was never added to this Agreement. Notwithstanding any provisions of this Section 54, the

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foregoing Collateral Release will not adversely affect or modify: (x) Surety’s right to decline to execute any and all bonds in Surety’s discretion, all as further provided in Section 3; (y) the contractual rights of Surety upon default as provided in Section 33 of this Agreement and as provided under the Indemnity Agreement; and (z) Surety’s rights of equitable subrogation, which are hereby acknowledged by Indemnitors.

(b) The Underwriting Agreement is hereby amended by adding the following sentence immediately following the second sentence of the second paragraph of Section 5 of the Underwriting Agreement:

Indemnitors’ obligation to keep Surety’s security interest properly perfected will be deemed to have been met with respect to any Collateral in which a security interest can be perfected by the filing of a UCC financing statement if a UCC financing statement that perfects such security interest has been filed in the required jurisdiction naming one or more of the companies that is a “Surety” as a named “secured party” on such filing.

8. Further Instruments and Actions. The parties to this Amendment hereby agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent and purpose of this Amendment and the Underwriting Agreement, as amended hereby.

9. Amendment. This Amendment may not be amended or modified except by a writing signed by or on behalf of each of the parties hereto.

10. Headings. The section headings in this Amendment are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

11. Governing Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York (without giving effect to its conflict of laws principles).

12. Ratification. The Underwriting Agreement, the other Surety Credit Documents and any other documents executed and delivered pursuant thereto or in connection therewith are each ratified and confirmed in all respects and shall remain in full force and effect in accordance with their respective terms, as modified by this Amendment.

13. Entire Agreement. This Amendment, together with the Underwriting Agreement and the other Surety Credit Documents, represent the entire agreement between the parties hereto concerning the subject matter hereof, and all oral discussions and prior agreements are merged herein.

14. Severability. Should any provision of this Amendment be invalid or unenforceable for any reason, the remaining provisions hereof will remain in full effect.

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15. Binding Agreement. This Amendment, and the terms, covenants and conditions hereof, will be binding upon the parties hereto and their respective successors and assigns, and will inure to the benefit of the parties, and their respective successors and permitted assigns.

16. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A facsimile copy of an executed original counterpart of this Amendment shall have the same force and effect as an executed original counterpart.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

SURETY:
FEDERAL INSURANCE COMPANY
By:		/s/ Xxxxxx X. Xxxxx
Name:		Xxxxxx X. Xxxxx
Title:		Vice President
LIBERTY MUTUAL INSURANCE COMPANY
By:		/s/ Xxxxxxxx Xxxxxxxx
Name:		Xxxxxxxx Xxxxxxxx
Title:		Underwriting Manager
LIBERTY MUTUAL FIRE INSURANCE COMPANY
By:		/s/ Xxxxxxxx Xxxxxxxx
Name:		Xxxxxxxx Xxxxxxxx
Title:		Underwriting Manager
SAFECO INSURANCE COMPANY OF AMERICA
By:		/s/ Xxxxxxxx Xxxxxxxx
Name:		Xxxxxxxx Xxxxxxxx
Title:		Underwriting Manager
AMERICAN HOME ASSURANCE COMPANY NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA.
THE INSURANCE COMPANY OF THE STATE OF PENNSYLVANIA
By:		/s/ Xxxxxxx Xxxxxx
Name:		Xxxxxxx Xxxxxx
Title:		Vice President

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PRINCIPAL/INDEMNITORS:
QUANTA SERVICES, INC.
By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxx
Title:		Vice President-Information Technology and
		Administration
ALLTECK LINE CONTRACTORS (USA), INC.
BLAIR PARK SERVICES, LLC
CAN-FER UTILITY SERVICES, LLC
CCLC, INC.
CMI SERVICES, INC.
XXXXX ELECTRIC COMPANY, INC.
DACON CORPORATION
XXXXXXXX CORPORATION
XXXXXXX XXXXX CONSTRUCTION COMPANY
FIVE POINTS CONSTRUCTION CO.
GLOBAL ENERCOM MANAGEMENT, INC.
GOLDEN STATE UTILITY CO.
X.X. XXXXXXX PIPELINE CONSTRUCTION, INC.
INFRASOURCE CONSTRUCTION, LLC
INFRASOURCE CONSTRUCTION SERVICES, LLC
INFRASOURCE INSTALLATION, LLC
INFRASOURCE PIPELINE FACILITIES, INC.
INFRASOURCE TELECOMMUNICATION SERVICES, LLC
INFRASOURCE TRANSMISSION SERVICES COMPANY
INFRASOURCE UNDERGROUND CONSTRUCTION, INC.
INFRASOURCE UNDERGROUND SERVICES CANADA, INC.
INTERMOUNTAIN ELECTRIC, INC.
XXXX CONSTRUCTION COMPANY XXXXXX BROS., INC.
XXXXX GROUP, INC.

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

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XXXXX PERSONNEL SERVICES, INC.

X.X. ELECTRIC CALIFORNIA, INC.

X.X. ELECTRIC, LLC

NORTH SKY COMMUNICATIONS, INC.

PAR ELECTRICAL CONTRACTORS, INC.

PARKSIDE SITE & UTILITY COMPANY CORPORATION

PARKSIDE UTILITY CONSTRUCTION CORP.

XXXXXX CONSTRUCTION INC.

POTELCO, INC.

PROFESSIONAL TELECONCEPTS, INC. (IL)

PROFESSIONAL TELECONCEPTS, INC. (NY)

QUANTA DELAWARE, INC.

QUANTA GOVERNMENT SERVICES, INC.

QUANTA GOVERNMENT SOLUTIONS, INC.

QUANTA UTILITY INSTALLATION
COMPANY, INC.

QUANTA UTILITY SERVICES – GULF STATES, INC.

QUANTA WIRELESS SOLUTIONS, INC.

SOUTHWEST TRENCHING COMPANY, INC.

SPALJ CONSTRUCTION COMPANY

SUMTER UTILITIES, INC.

SUNESYS, LLC

THE XXXX COMPANY, INC.

XXX XXXXX CONSTRUCTION COMPANY

XXXXXXX CONSTRUCTION COMPANY, INC.

UNDERGROUND CONSTRUCTION CO., INC.

UTILITY LINE MANAGEMENT SERVICES, INC.

VCI CONSTRUCTION, INC.

WINCO, INC.

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

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XXXXXX, L.L.C.
By:		Spalj Construction Company,
		Its Sole Member
By:		/s/ Xxxxxxxx X. Xxxxxxxxxx
		Name:  Xxxxxxxx X. Xxxxxxxxxx
		Title:    Treasurer
XXXXX/CPG LLC
By:		Xxxxx Group, Inc., The Sole Member of the foregoing limited liability company
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 SERVICES MANAGEMENT PARTNERSHIP, L.P.
By:		QSI, Inc., Its General Partner
By:		/s/ Xxxxxxxx X. Xxxxxxxxxx
Name:		Xxxxxxxx X. Xxxxxxxxxx
Title:		Treasurer

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NEW INDEMNITORS:

CONAM CONSTRUCTION CO.

CRUX SUBSURFACE, INC.

ENERGY CONSTRUCTION SERVICES, INC.

INFRASOURCE, LLC

ISLAND MECHANICAL CORPORATION

XXXXX XXXXXXX CONSTRUCTION, INC.

XXXXX XXXXXXX INTERNATIONAL, INC.

QUANTA POWER GENERATION, INC.

ROAD BORE CORPORATION

SERVICE ELECTRIC COMPANY

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

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FEDERAL/QUANTA SERVICES, INC.

CURRENT EXHIBIT A – LIST OF PRINCIPAL/INDEMNITORS

PRINCIPAL		JURISDICTION OF FORMATION		LOCATION OF CHIEF EXECUTIVE OFFICE AND PRINCIPAL PLACE OF BUSINESS		TAX ID NO.		PRIOR NAMES OR TRADE  NAMES
Quanta Services, Inc.		Delaware		0000 Xxxx Xxx Xxxx., Xxxxx 0000 Xxxxxxx, XX 00000		00-0000000		None
Allteck Line Contractors (USA), Inc.		Washington		9718 000 X Xxxxxx Xxxxxxx, XX X0X0X0 Xxxxxx		00-0000000		None
Blair Park Services, LLC		Delaware		000 Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000		00-0000000		Blair Park Services, Inc. InfraSource Blair Park Services, LLC
CAN-FER Utility Services, LLC		Delaware		0000 Xxx Xxx Xxxxxxxxx Xxxxx Xxxxxxx, XX 00000		00-0000000		CAN-FER Construction Company
CCLC, Inc.		Delaware		0000 Xxxxx Xxxxxxx 00 Xxxxx, X.X. Xxx 000 Xxxxxxx, XX 00000		00-0000000		CCLC, Inc. of Delaware
CMI Services, Inc.		Florida		0000 Xxxxx Xxxx. Xxxxxxx, XX 00000		00-0000000		FL CMI Services, Inc. Florida CMI Services, Inc.
Conam Construction Co.		Texas		000 X. Xxxxxxxx Xxxxxx Xxxx., Xxx. 000 Xxxxxxxxx, XX 00000		00-0000000		None
Xxxxx Electric Company, Inc.		Delaware		00000 Xxxx Xxxxxx-Xxxxx Xxxxx, Xxx. 000 Xxxxxx, XX 00000		00-0000000		Xxxxx Electric Company
Crux Subsurface, Inc.		Delaware		00000 X. Xxxxxx Xxx. Xxxxxxx Xxxxxx, XX 00000		00-0000000		Quanta LXV Acquisition, Inc.
Dacon Corporation		Delaware		0000 Xxxxxxxxx Xxxx Xxxx Xxxx, XX 00000		00-0000000		None
Xxxxxxxx Corporation		Delaware		00000 Xxxxxxx Xxxxx Xxx. 000 Xxxxxxx, XX 00000		00-0000000		Xxxxxxxx, LLC Dacon Corporation

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PRINCIPAL		JURISDICTION OF FORMATION		LOCATION OF CHIEF EXECUTIVE OFFICE AND PRINCIPAL PLACE OF BUSINESS		TAX ID NO.		PRIOR NAMES OR TRADE  NAMES
Digco Utility Construction, L.P.		Delaware		0000 Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000		00-0000000		Digco Utility Construction Limited Partnership Ranger Field Services, Inc.
Xxxxxxx Xxxxx Construction Company		Delaware		0000 Xxxxxxxx Xx. Xxxxxxxxxxx, XX 00000		00-0000000		P.D.G. Electric Company Xxxxxxx Xxxxx Construction Company (Delaware)
Energy Construction Services, Inc.		Delaware		00000 Xxxx Xxxxxx-Xxxxx Xxxxx Xxx. 000, Xxxxxx, XX 00000		00-0000000		None
Five Points Construction Co.		Texas		0000 Xxxxxxxxxx Xxx Xxxxxxx, XX 00000		00-0000000		None
Global Enercom Management, Inc.		Delaware		0000 Xxx Xxxxxxxxxx Xxxx, Xxx. 000 Xxxxxxxxxx, XX 00000		00-0000000		None
Golden State Utility Co.		Delaware		0000 Xxxx Xxxxxx Xxxx Xxxxx, XX 00000		00-0000000		Delaware Golden State Utility Co.
X. X. Xxxxxxx Pipeline Construction, Inc.		Delaware		0000 XX 0000 Xxxxxxx, XX 00000		00-0000000		DB Utilities Xxxxxxxx Welding Xxxxxxx Pipeline Construction, Inc., H.L.
InfraSource, LLC		Delaware		000 Xxxxxxxxxxxx Xxxx Xxxx, XX 00000		00-0000000		InfraSource Construction California, Inc. IUS Underground, LLC
InfraSource Construction, LLC		Delaware		0000 Xxxx Xxxxxx Xxxxxxxxx, XX 00000		00-0000000		IUC North Dakota, LLC InfraSource Underground Construction, LLC Trans Tech Electric
InfraSource Construction Services, LLC		Georgia		0000 Xxxx Xxxxxx Xxxxxxxxx, XX 00000		00-0000000		InfraSource Underground Construction Services, LLC
InfraSource Installation, LLC		Delaware		0000 Xxxx Xxxxxx Xxxxxxxxx, XX 00000		00-0000000		None

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PRINCIPAL		JURISDICTION OF FORMATION		LOCATION OF CHIEF EXECUTIVE OFFICE AND PRINCIPAL PLACE OF BUSINESS		TAX ID NO.		PRIOR NAMES OR TRADE  NAMES
InfraSource Pipeline Facilities, Inc.		North Carolina		00000 Xxxxxxxxxxx Xxxx Xxxxxxxxxxxx, XX 00000		00-0000000		Bradford Brothers, Incorporated
InfraSource Telecommunication Services, LLC		Delaware		000 Xxxx Xxxx Xxxxxxxxxxxx, XX 00000		00-0000000		None
InfraSource Transmission Services Company		Arizona		0000 Xxxx Xxx Xxxx., Xxx. 0000 Xxxxxxx, XX 00000		00-0000000		InfraSource Xxxxxxxx CA, Inc.
InfraSource Underground Construction, Inc.		Delaware		0000 Xxxx Xxxxxx Xxxxxxxxx, XX 00000		00-0000000		IUC Michigan, Inc. IUC Texas, Inc.
InfraSource Underground Services Canada, Inc.		Delaware		0000 Xxxx Xxx Xxxx., Xxx. 0000, Xxxxxxx, XX 00000		00-0000000		None
Intermountain Electric, Inc.		Colorado		00000 Xxxx Xxxxxx-Xxxxx Xxxxx Xxx. 000, Xxxxxx, XX 00000		00-0000000		Colorado IM Electric Grand Electric Company IME
Xxxx Construction Company		Mississippi		000 X. Xxxxx Xxxxxx Xxxxxxx, XX 00000		00-0000000		Xxxx Construction Company, Inc. Okay Construction Company, LLC
Island Mechanical Corporation		Hawaii		00-000 Xxxxxx Xx. Xxxxxxx, XX 00000		00-0000000		None
Xxxxxxx Electric, L.P.		Texas		0000 Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000		00-0000000		None
Xxxxxx Bros., Inc.		Delaware		000 Xxxxxxxxxxx Xxxx, Xxxxx 000 Xxxxx Xxxxxx, XX 00000		00-0000000		Renaissance Construction Western Directional
Xxxxx/CPG LLC		Michigan		0000 X. Xxxxxxx Xxxx Xxxxxxxx, XX 00000		N/A		None
Xxxxx Group, Inc.		Delaware		0000 X. Xxxxxxx Xxxx Xxxxxxxx, XX 00000		00-0000000		Xxxxx/HDD, LLC
Xxxxx Personnel Services, Inc.		Texas		0000 Xxxx Xxx Xxxx., Xxx. 0000, Xxxxxxx, XX 00000		00-0000000		None

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PRINCIPAL		JURISDICTION OF FORMATION		LOCATION OF CHIEF EXECUTIVE OFFICE AND PRINCIPAL PLACE OF BUSINESS		TAX ID NO.		PRIOR NAMES OR TRADE  NAMES
X.X. Electric, LLC		Delaware		000 X. Xxxxx Xxxx Xxxxx Xxxx Xxxxxxxx, XX 00000		00-0000000		Great Lakes Line Builders X.X. Electric, LLC Iron Mountain Iron Mountain X.X. Electric, LLC
X.X. Electric California, Inc.		Delaware		000 X. Xxxxx Xxxx Xxxxx Xxxx Xxxxxxxx, XX 00000		00-0000000		None
North Houston Pole Line, L.P.		Texas		0000 Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000		00-0000000		Quanta Foundation Services Quanta Foundation Services, Limited Partnership
North Sky Communications, Inc.		Delaware		00000 XX Xxxx Xxxxx Xxxx., Xxxxx 000 Xxxxxxxxx, XX 00000		00-0000000		Sky Communications
PAR Electrical Contractors, Inc.		Missouri		0000 Xxxxx Xxxxxxxxx Xxxxxx, Xxx. 000 Xxxxxx Xxxx, XX 00000		00-0000000		Xxxxxx & Diggin Line Construction, Inc. Computapole Union Power Construction Company Seaward Corporation Xxxxxxxxxx Drilling, Inc. Par Infrared Consultants
Parkside Site & Utility Company Corporation		Delaware		0000 Xxxxxxxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000		00-0000000		None
Parkside Utility Construction Corp.		Delaware		0000 Xxxxxxxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000		00-0000000		None
Xxxxxx Construction, Inc.		Arizona		0000 X. Xxxxxxx Xxxx Xxxxxxx, XX 00000		00-0000000		None

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PRINCIPAL		JURISDICTION OF FORMATION		LOCATION OF CHIEF EXECUTIVE OFFICE AND PRINCIPAL PLACE OF BUSINESS		TAX ID NO.		PRIOR NAMES OR TRADE  NAMES
Potelco, Inc.		Washington		00000 0xx Xxxxxx Xxxx Xxxxxx, XX 00000		00-0000000		Kingston Constructors, Inc. Xxxxxx Construction, Inc. NorAm Telecommunications, Inc. Potelco, Incorporated
Xxxxx Xxxxxxx Construction, Inc.		Delaware		000 Xxxxxxxx Xxxx Xxx, Xxx. 000 Xxxxxxx, XX 00000		00-0000000		None
Xxxxx Xxxxxxx International, Inc.		Delaware		000 Xxxxxxxx Xxxx Xxx, Xxx. 000 Xxxxxxx, XX 00000		00-0000000		None
Professional Teleconcepts, Inc.		Illinois		Xxxxx 00 Xxxxx Xxxxxxx, XX 00000		00-0000000		Professional Teleconcepts of Illinois
Professional Teleconcepts, Inc.		Xxx Xxxx		Xxxxx 00 Xxxxx Xxxxxxx, XX 00000		00-0000000		Professional Teleconcepts of New York NY Professional Teleconcepts, Inc.
Quanta Delaware, Inc.		Delaware		0000 Xxxx Xxx Xxxx., Xxx. 0000, Xxxxxxx, XX 00000		00-0000000		None
Quanta Government Services, Inc.		Delaware		0000 Xxxx Xxx Xxxx., Xxxxx 0000 Xxxxxxx, Xxxxx 00000		00-0000000		None
Quanta Government Solutions, Inc.		Delaware		0000 Xxxx Xxx Xxxx., Xxx. 0000 Xxxxxxx, Xxxxx 00000		00-0000000		None
Quanta Power Generation, Inc.		Delaware		0000 XXX Xxxxxxx Xxx. 0000 Xxxxxxxxx Xxxxxxx, XX 00000		00-0000000		Quanta Renewable Energy Services, LLC Quanta Renewable Energy Quanta Fossil Power Quanta
Quanta Services Management Partnership, L.P.		Texas		0000 Xxxx Xxx Xxxx., Xxxxx 0000 Xxxxxxx, Xxxxx 00000		00-0000000		None
Quanta Utility Installation Company, Inc.		Delaware		0000 Xxxx Xxx Xxxx., Xxxxx 0000 Xxxxxxx, Xxxxx 00000		00-0000000		None

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PRINCIPAL		JURISDICTION OF FORMATION		LOCATION OF CHIEF EXECUTIVE OFFICE AND PRINCIPAL PLACE OF BUSINESS		TAX ID NO.		PRIOR NAMES OR TRADE  NAMES
Quanta Utility Services-Gulf States, Inc.		Delaware		000 Xxxx Xxxxxx Xxxx Xxxxxxx Xxxx, XX 00000		00-0000000		DE Southeast Pipeline Construction, Inc
Quanta Wireless Solutions, Inc.		Delaware		0000 Xxxxx Xxxxxxx 00 Xxxxxxx, XX 00000		00-0000000		Advanced Technologies and Installation Corporation Xxxxx Communications, Inc. Spectrum Construction Contracting, LLC Telecom Network Specialists, Inc.
Road Bore Corporation		Hawaii		00-000 Xxxxxx Xx. Xxxxxxx, XX 00000		00-0000000		None
Service Electric Company		Delaware		0000 Xxxx 00xx Xxxxxx Xxxxxxxxxxx, XX 00000		00-0000000		Quanta LXVI Acquisition, Inc.
Southwest Trenching Company, Inc.		Texas		0000 Xxxxxxxx Xx. Xxxxxxx, Xxxxx 00000		00-0000000		None
Spalj Construction Company		Delaware		00000 Xxxxxx Xxxx 00 Xxxxxxxx, XX 00000		00-0000000		Span-Con of Deerwood Xxxxxx Roadbores Dot 05 Optical Communications Xxxxx Contracting Xxxxxxxx Brothers Tiling Xxxxxx & Xxxxxxxxx Fiber Technologies, Inc.
Sumter Utilities, Inc.		Delaware		0000 Xxxxx Xxxx Xxxx Xxxxxx, XX 00000		00-0000000		Sumter Builders Construction Contracting
Sunesys, LLC		Delaware		000 Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000		00-0000000		Sunesys, LLC of Delaware

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PRINCIPAL		JURISDICTION OF FORMATION		LOCATION OF CHIEF EXECUTIVE OFFICE AND PRINCIPAL PLACE OF BUSINESS		TAX ID NO.		PRIOR NAMES OR TRADE  NAMES
The Xxxx Company, Inc.		Massachusetts		00 Xxxxxxxx Xxx Xxxxxx, XX 00000		00-0000000		Eastern Communications Corp. The Xxxx Company, Inc. of Massachusetts The Xxxx Company of Massachusetts Xxxx Company Inc. (The) The Xxxx Company Incorporated of Massachusetts The Xxxx Company Incorporated Electrical Contractors
Xxxxxx, L.L.C.		Delaware		000 Xxxxxxxxxx Xxxxx Xxx Xxxxxxxx, XX 00000		00-0000000		None
Xxx Xxxxx Construction Company		Delaware		000 Xxxxxxxxxxxx Xxxx Xxxx, Xxxxxxxx 00000		00-0000000		TA Construction Xxxxx Construction Company, Xxx
Xxxxxxx Construction Company, Inc.		Florida		0000 Xxxxx Xxxx. Xxxxxxx, XX 00000		00-0000000		InfraSource Construction Technologies Xxxxxxx Construction Co., Inc.
Underground Construction Co., Inc.		Delaware		0000 Xxxxxxxxxx Xxx Xxxxxxx, XX 00000		00-0000000		Delaware Underground Construction Co. Maryland Underground Construction Co., Inc. Underground Construction Co., Inc. (Delaware) UCC-Underground Construction Co., Inc.
Utility Line Management Services, Inc.		Delaware		0000 Xxxxx Xxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxx Xxxx, Xxxxxxxx 00000-0000		00-0000000		None
VCI Construction, Inc.		Delaware		0000 Xxxx Xxxxxxxx Xxxxxx Xxxxxx, XX 00000		00-0000000		VCI Telcom, Inc. W.C. Communications, Inc. West Coast Communications
Winco, Inc.		Oregon		00000 XX Xxxxxx Xxxx Xxxx Xxxxxx, XX 00000		00-0000000		Winco Powerline Services

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