AMEND.NO.1 TO NOTE PURCHASE AGREEMENT

EXHIBIT 10.33


AMENDMENT NO. 1
TO
NOTE PURCHASE AGREEMENT


This AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (this "Amendment"),
dated as of August 12, 2002, is made by and among each of QUANTA SERVICES, INC.,
a Delaware corporation (the "Company") and each of the institutions listed on
Annex 1 hereto (such institutions being collectively referred to as the
"Noteholders").

BACKGROUND

1. The Company and certain of the Noteholders are parties to that
certain Note Purchase Agreement (the "Original Note Purchase Agreement"), dated
as of March 1, 2000, that provides, among other things, for the sale by the
Company and the purchase by certain of the Noteholders of up to (a)
Seventy-Three Million Dollars ($73,000,000) in aggregate principal amount of the
Company's 8.46% Series 2000-A Senior Secured Notes, Tranche 1, due March 1, 2005
(the "Series A-1 Notes"), (b) Forty-One Million Five Hundred Thousand Dollars
($41,500,000) in aggregate principal amount of the Company's 8.55% Series 2000-A
Senior Secured Notes, Tranche 2, due March 1, 2007 (the "Series A-2 Notes") and
(c) Thirty-Five Million Five Hundred Thousand Dollars ($35,500,000) in aggregate
principal amount of the Company's 8.61% Series 2000-A Senior Secured Notes,
Tranche 3, due March 1, 2010 (the "Series A-3 Notes" and, collectively with the
Series A-1 Notes and the Series A-2 Notes, the "Series A Notes"). All of the
Series A Notes are currently outstanding.

2. The Original Note Purchase Agreement has been supplemented in
certain respects pursuant to a First Supplement to Note Purchase Agreement (the
"First Supplement" and, together with the Original Note Purchase Agreement, the
"Existing Note Purchase Agreement"), dated as of September 1, 2000, by and among
the Company and certain of the Noteholders, that provides, among other things,
for the sale by the Company and the purchase by certain of the Noteholders of up
to (a) Thirty Million Dollars ($30,000,000) in aggregate principal amount of the
Company's 8.01% Series 2000-B Senior Secured Notes, Tranche 1, due September 1,
2005 (the "Series B-1 Notes"), (b) Five Million Dollars ($5,000,000) in
aggregate principal amount of the Company's 8.06% Series 2000-B Senior Secured
Notes, Tranche 2, due September 1, 2006 (the "Series B-2 Notes") and (c)
Twenty-Five Million Dollars ($25,000,000) in aggregate principal amount of the
Company's 8.29% Series 2000-B Senior Secured Notes, Tranche 3, due September 1,
2010 (the "Series B-3 Notes" and, collectively with the Series B-1 Notes and the
Series B-2 Notes, the "Series B Notes" and the Series B Notes, together with the
Series A Notes, the "Notes"). All of the Series B Notes are currently
outstanding.

3. The Company has requested of the Noteholders that the Existing Note
Purchase Agreement and the Notes be amended to the effect and as set forth in
this Amendment.

NOW, THEREFORE, in order to induce the Noteholders to amend the
Existing Note Purchase Agreement and the Notes and for other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged),
the Company agrees with the Noteholders as follows:

SECTION 1. DEFINED TERMS.

All capitalized terms used, but not specifically defined, in this
Amendment have the respective meanings assigned to them in the Existing Note
Purchase Agreement.


SECTION 2. WARRANTIES AND REPRESENTATIONS.

The Company warrants and represents to each Noteholder that as of the
date of this Amendment and as of the Effective Date (as defined in Section 3):

2.1 CORPORATE ORGANIZATION AND AUTHORITY. The Company is a corporation
duly organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation, and is duly qualified as a foreign corporation
and is in good standing in each jurisdiction in which such qualification is
required by law, other than those jurisdictions as to which the failure to be so
qualified or in good standing could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. The Company has the
corporate power and authority to transact the business it transacts and proposes
to transact, to execute and deliver this Amendment and to perform the provisions
hereof.

2.2 NO MATERIAL ADVERSE CHANGE. Since December 31, 2001, except as
disclosed in writing to the Noteholders, there has been no change in the
business, operations, affairs, financial condition, assets or properties of the
Company except for

(a) changes in general, economic, market and industry
conditions that are generally applicable to the Company and all other
Persons that are in the same or similar businesses as the Company and
are similarly situated, and

(b) changes in the ordinary course of business,

that in the aggregate for all such changes, could not reasonably be expected to
have a Material Adverse Effect.

2.3 FULL DISCLOSURE. Each written statement and all written materials
furnished by, or on behalf of, the Company to the Noteholders pursuant to
Sections 7.1 and 7.2 of the Existing Note Purchase Agreement, taken as a whole,
and each written statement and all written materials furnished by, or on behalf
of, the Company to the Noteholders in connection with this Amendment, taken as a
whole, do not contain any untrue statement of a material fact or omit a material
fact necessary to make the statements contained therein not misleading in light
of the circumstances made. There is no fact known to the Company which the
Company has not disclosed to the Noteholders in writing which could reasonably
be expected to have a Material Adverse Effect.

2.4 TRANSACTION IS LEGAL AND AUTHORIZED. The execution and delivery of
this Amendment by the Company, the consummation of each of the transactions
contemplated by this Amendment and the compliance by the Company with all the
provisions of this Amendment:

(a) are within the corporate powers of the Company;

(b) are in compliance with applicable law;

(c) do not conflict with, result in any breach in any of the
provisions of, constitute a default under, or result in the creation of
any Lien upon any property of the Company under the


QUANTA SERVICES, INC. AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT

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provisions of, any order, judgment, decree, or ruling of any court, arbitrator
or Governmental Authority applicable to the Company; and

(d) do not conflict with, result in any material breach of any
of the provisions of, constitute a material default under, or result in
the creation of any Lien not permitted by Section 10.5 of the Existing
Note Purchase Agreement upon any property of the Company under the
provisions of, any agreement, indenture, charter instrument, bylaw or
other constitutive document or instrument to which it is a party or by
which it or any of its property is bound.

2.5 AMENDMENT IS ENFORCEABLE. This Amendment is a legal, valid and
binding and enforceable obligation of the Company, enforceable against the
Company in accordance with its terms, except as the enforceability hereof may be
limited by applicable bankruptcy, reorganization, arrangement, insolvency,
moratorium or other similar laws affecting the enforceability of creditors'
rights generally and the application of general equitable principles.

2.6 NO DEFAULTS. The Company is not in violation in any respect of any
term in any agreement or other instrument to which it is a party or by which it
or any of its property may be bound, except for such violations that, in the
aggregate for all such violations, could not reasonably be expected to have a
Material Adverse Effect.

2.7 PENDING LITIGATION.

(a) There are no proceedings, actions or investigations
pending, or to the knowledge of the Company, threatened against or
affecting the Company in any court or before any Governmental Authority
or arbitration board or tribunal that, in the aggregate for all such
proceedings, actions and investigations, could reasonably be expected
to have a Material Adverse Effect.

(b) The Company is not in default with respect to any
judgment, order, writ, injunction or decree of any court, Governmental
Authority, arbitration board or tribunal that, in the aggregate for all
such defaults, could reasonably be expected to have a Material Adverse
Effect.

2.8 COMPLIANCE WITH LAW. The Company is not in violation of any law,
ordinance, governmental rule or regulation to which it is subject, except for
such violations that, in the aggregate for all such violations, could not
reasonably be expected to have a Material Adverse Effect.

2.9 NO DEFAULTS. After giving effect to this Amendment, no Default or
Event of Default will exist.

SECTION 3. CONDITIONS PRECEDENT.

This Amendment shall have no effect until all of the following
conditions precedent shall have been fulfilled (such time of effectiveness being
herein referred to as the "Effective Date"):

(a) WARRANTIES AND REPRESENTATIONS TRUE. After giving effect
to this Amendment, the warranties and representations set forth in the
Existing Note Purchase Agreement and in Section 2


QUANTA SERVICES, INC. AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT

3

to this Amendment shall be true in all material respects (unless
specifically limited to an earlier date, in which case, such
representations and warranties were true as of such date).

(b) NO PROHIBITED ACTION. No Default or Event of Default shall
exist after giving effect to, the consummation of the transactions
contemplated by this Amendment.

(c) CONSENT OF REQUIRED HOLDERS. The Company and the Required
Holders shall have executed this Amendment.

(d) OPINIONS OF COUNSEL. The Noteholders shall have received
legal opinions from General Counsel and special counsel to Company and
the Guarantors, in form and substance satisfactory to them.

(e) AMENDMENT OF BANK CREDIT AGREEMENT. An Eighth Amendment to
the Third Amended and Restated Secured Credit Agreement among the
Company, as Borrower, the Financial Institutions party thereto, as
Lenders, Bank of America, N.A., as Administrative Agent, and the other
agents named therein (as amended, the "Bank Credit Agreement") shall
have been entered into by the Company and the Majority Lenders (as such
term is defined in the Bank Credit Agreement), shall contain terms
satisfactory to the Noteholders, and shall be in full force and effect,
subject only to the effectiveness of this Amendment.

(f) COMPLIANCE CERTIFICATES. The Secretary or Assistant
Secretary and the President or the Vice President of the Company and
each Guarantor shall have delivered to each Noteholder a certificate,
dated the date hereof, certifying as to the resolutions attached
thereto and other corporate proceedings relating to the authorization,
execution and delivery of this Amendment or its consent, as applicable,
containing substantially the substance of Attachment A hereto.

(g) PAYMENT OF NOTEHOLDER FEES AND EXPENSES. The Company shall
have paid all fees and expenses of the Noteholders incurred in
connection with this Amendment for which invoices have been delivered,
including the fees and expenses of Bingham McCutchen LLP and Chapman &
Cutler.

(h) GUARANTORS' CONSENT. The Guarantors shall have executed
and delivered the Consent attached hereto as Attachment B.

(i) PAYMENT OF AMENDMENT FEE. The Company shall have paid each
Noteholder an amendment fee equal to 0.375% of the aggregate
outstanding principal amount of the Notes held by such Noteholder.

(j) PROCEEDINGS SATISFACTORY. All proceedings taken in
connection with the execution and delivery of this Amendment and the
transactions contemplated hereby shall be satisfactory to the
Noteholders and their special counsel; and the Noteholders and their
special counsel shall have received copies of such documents and papers
as they may reasonably request in connection with the execution and
delivery of this Amendment.


QUANTA SERVICES, INC. AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT

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SECTION 4. AFFIRMATIVE COVENANTS

4.1 COLLATERAL REVIEW. Within sixty (60) days of the Effective Date,
the Noteholders shall select a nationally recognized accounting firm (the
"Financial Advisor") to perform a review of the Company's finances including,
without limitation, a review of the Collateral and an examination of the
Company's and its Subsidiaries' accounts receivable, work-in-process, backlog
and other matters reasonably requested by the Noteholders. The Company shall pay
all reasonable fees and expenses of the Financial Advisor.

4.2 REAL ESTATE COLLATERAL. Without limiting the terms, covenants,
conditions or other obligations set forth in Section 9.6 of the Existing Note
Purchase Agreement, within sixty (60) days of the Effective Date, the Company
shall, and shall cause its Subsidiaries to, execute and deliver mortgages or
deeds or trust, as applicable, and in form and substance satisfactory to the
Required Holders, granting to the Collateral Agent for the benefit of the Bank
Lenders and the Noteholders, a first priority Lien upon, and security interest
in, the real property owned by the following Subsidiaries:

(i) Dillard Smith Construction Company,

(ii) Golden State Utility Co.,

(iii) H.L. Chapman Pipeline Construction, Inc.,

(iv) Mears Group, Inc.

(v) North Houston Pole Line, L.P.,

(vi) PAR Electrical Contractors, Inc.

(vii) Potelco, Inc.,

(viii) R.A. Waffensmith & Company, Inc.

(ix) Sumter Utilities, Inc.

(x) Underground Construction Co., Inc.

Such property shall be subject to no other Liens than Liens permitted by Section
10.5 of the Existing Note Purchase Agreement. In addition, the Company shall, at
its sole cost and expense, deliver such surveys, mortgagee title policies,
environmental assessment reports, evidence of insurance from an insurer
acceptable to the Required Holders naming the Collateral Agent (as such term is
defined in the Intercreditor Agreement) as "loss payee" and "additional
insured", as the case may be, and other related documents reasonably requested
by the Required Holders, in each case in form and substance satisfactory to the
Required Holders.

4.3 NOTICE OF INTEREST RATE CHANGES. Within sixty (60) days after the
end of each quarterly fiscal period in each fiscal year, the Company shall
provide each Noteholder with a calculation of the Applicable Margin for such
quarterly fiscal period, which, in the case of the first three fiscal quarters
of each


QUANTA SERVICES, INC. AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT

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fiscal year, may be included in the compliance certificate required by Section
7.2(a) of the Existing Note Purchase Agreement.

4.4 SPECIAL PREPAYMENT OF PRINCIPAL. Promptly after the receipt
thereof, the Company shall apply:

(a) one hundred percent (100%) of the net proceeds from
collections of that portion of any accounts receivable owed by account
debtors previously specified in writing to the Noteholders that have
been written off as doubtful of collection and which are included in
the definition of "Permitted Charges", and

(b) one hundred percent (100%) of the net proceeds of asset
sales made pursuant to Section 10.7(d) or Section 10.7(e),

in each case, to prepayment of the principal amount of the Notes and
the Debt under the Bank Credit Agreement, pro-rata, based upon the Bank
Lenders' (as such term is defined in the Bank Credit Agreement)
Commitment Amount at such time and the aggregate outstanding principal
amount of the Notes at such time. Modified Make-Whole Amount shall be
due and payable, from such proceeds, with respect to any such
prepayment of Notes under this Section 4.4. Amounts paid to the
Noteholders pursuant to this Section 4.4 shall be applied first to the
applicable Modified Make-Whole Amount and the remainder to the
principal amount of the Notes. For purposes of this Section 4.4, "net
proceeds" shall mean all proceeds of such sale or other disposition net
of usual and customary transaction costs and expenses actually incurred
in connection with such sale or disposition.

SECTION 5. AMENDMENTS TO EXISTING NOTE PURCHASE AGREEMENT.

5.1 The definition of "Change of Control" contained in Section 8.7(h)
of the Existing Note Purchase Agreement is hereby amended by adding the
following after "directors" appearing in the eighth line thereof:

"; or, individuals who on June 14, 1999, constituted the
Company's Board of Directors, or their approved successors,
cease for any reason to constitute at least a majority of the
Company's Board of Directors. An approved successor is a new
director elected when the election or nomination for the
election by the Company's stockholders of such new director
was approved by a vote of at least two-thirds of the directors
then still in office who were directors on June 14, 1999, or
their approved successors."

5.2 Article 9 of the Existing Note Purchase Agreement is hereby amended
by adding the following new Section 9.7:

"9.7. Maintenance of Most Favored Lender Status. The Company
hereby acknowledges and agrees that if, on or before June 30, 2004, the
Company shall enter into any agreement or amendment with any lender or
holder of its Funded Debt which provides, for the benefit of any such
lender or holder, any covenant that is in addition to, or more
favorable to such Person than, the covenants contained in this
Agreement, then, and in each and any such event, the covenants in this
Agreement shall be, and shall be deemed to be, without any further
action on the


QUANTA SERVICES, INC. AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT

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part of the Company or any other Person being necessary or required,
amended to afford the holders of the Notes the same benefits and rights
with respect to such matters as such agreements or amendments provide
to any such other lender or holder. In addition, if, on or before June
30, 2004, the Company amends the Bank Credit Agreement to increase the
Applicable Margin paid to the Bank Lenders thereunder, the Company will
execute and deliver to the Noteholders an amendment to this Agreement
to provide the Noteholders a corresponding increase in the Applicable
Margin. The Company will promptly deliver to each holder of Notes a
copy of each such agreement or amendment entered into after the date
hereof. Without limiting the effectiveness of the first sentence of
this Section 9.7, the Company agrees, no later than thirty (30) days
following the date of such agreement or amendment, to enter into such
documentation as the Required Holders may reasonably request to
evidence the amendments provided for in this Section 9.7."

5.3 Section 10.1 of the Existing Note Purchase Agreement is hereby
amended and restated in its entirety to read as follows:

"Section 10.1 Minimum Consolidated Net Worth. Prior to June
30, 2004, the Company will maintain a minimum Consolidated Net Worth of
not less than an amount equal to the sum of (a) 90% of Consolidated Net
Worth as of June 30, 2002 (determined without giving effect to any
adjustments made in accordance with FAS 142), plus (b) for each fiscal
quarter ended prior to (but not on) such date of determination,
commencing with the fiscal quarter ended June 30, 2002, the sum of (i)
an amount equal to 75% of Consolidated Net Income for such fiscal
quarter, if positive, plus (ii) an amount equal to 100% of the amount
of any equity issuance by the Company, including equity issued in a
secondary offering or equity issued to acquire another entity in an
Acquisition, minus (iii) any distributions to shareholders of any
Subchapter S corporation acquired in an Acquisition as a result of
operations of such corporation prior to the closing of the Acquisition,
minus (iv) Permitted Charges referenced in clauses (a) and (b) of such
definition which are applicable to such period, and minus (v) charges
taken in accordance with FAS 142 in conformity with GAAP at any time
during the period from June 30, 2002 to and including June 30, 2004,
which do not exceed $800,000,000 in the aggregate. Increases in
Consolidated Net Worth required after June 30, 2002 shall be
appropriately adjusted to eliminate any adverse effects on the
Consolidated Net Worth of the Company occasioned by the expensing of
Modified Make-Whole Amounts paid pursuant to Section 4.4 of Amendment
No. 1. The calculation of Consolidated Net Worth under this Section
10.1 shall not take into consideration the non-cash charges related to
the Company's stock option program or stock compensation plan required
to be taken pursuant to GAAP". Subsequent to June 30, 2004, the
foregoing provisions of this Section 10.1 shall continue to be
applicable in all respects except that the percentage of Consolidated
Net Income required to be added each quarter shall be reduced from 75%
to 50%.

5.4 Section 10.2 of the Existing Note Purchase Agreement is hereby
amended and restated in its entirety to read as follows:

"Section 10.2. Limitation on Consolidated Debt. The Company
will not, as of the final day of any period of four consecutive fiscal
quarters of the Company ending at any time during any period specified
below, permit the ratio of Funded Debt at such time to EBITDA for the


QUANTA SERVICES, INC. AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT

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trailing four quarter period (in each case for the Company and its
Subsidiaries on a consolidated basis) to be greater than the ratio set
forth below opposite such period: