SECOND AMENDMENT AND CONSENT TO
THIRD AMENDED AND RESTATED SECURED CREDIT AGREEMENT
THIS SECOND AMENDMENT AND CONSENT TO THIRD AMENDED AND RESTATED SECURED
CREDIT AGREEMENT (this "AMENDMENT") is entered into as of March 21, 2000, among QUANTA
SERVICES, INC., a Delaware corporation ("BORROWER"), the Lenders, as defined below, and BANK OF
AMERICA, N.A., f/k/a NationsBank, N.A., as administrative agent for the Lenders (in such capacity, the
"AGENT"). Capitalized terms used but not defined in this Amendment have the meaning given such terms in the
Credit Agreement (defined below).
A. The Borrower is party to that certain Third Amended and Restated Secured Credit Agreement dated as of
June 14, 1999 (as amended by the First Amendment dated as of September 21, 1999, and as may be amended,
restated or supplemented from time to time, the "CREDIT AGREEMENT"), among the Borrower, Agent, and
the lenders from time to time parties thereto (each a "LENDER" collectively, "LENDERS").
B. The Borrower proposes to engage in a private offering of senior debt securities pursuant to the Note Purchase
Agreement (defined below).
C. The Borrower and the Lenders have agreed to amend the Credit Agreement, to accommodate the issuance of
such senior debt securities, subject to the terms and conditions set out in this Amendment.
D. The Borrower has requested certain other modifications to the Credit Agreement and the Lenders are willing
to make such modifications, subject to the terms and conditions set out in this Amendment.
NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt
and sufficiency of which are acknowledged, the undersigned agree as follows:
1. New Definitions. SECTION 1.1 of the Credit Agreement shall be amended to add the following new
"NOTE PURCHASE AGREEMENT" means that certain Note Purchase Agreement dated as of March 1,
2000, among the Borrower, as issuer, and the purchasers listed on "Schedule A" attached thereto, as len