October 2, 2003 - 1ST SUPP. TO NOTE PURCHASE AGREEMENT - 10-K/A: Annual report pursuant to Section 13 and 15(d) | Quanta Services, Inc. (PWR)

EXHIBIT 10.49

================================================================================

QUANTA SERVICES, INC.

FIRST SUPPLEMENT TO NOTE PURCHASE AGREEMENT

Dated as of September 1, 2000

Re: $30,000,000 8.01% Series 2000-B Senior Secured Notes, Tranche 1,
Due September 1, 2005
and
$5,000,000 8.06% Series 2000-B Senior Secured Notes, Tranche 2,
Due September 1, 2006
and
$25,000,000 8.29% Series 2000-B Senior Secured Notes, Tranche 3,
Due September 1, 2010

================================================================================

QUANTA SERVICES, INC.
1360 Post Oak Boulevard, Suite 2100
Houston, Texas 77056-3023

Dated as of
September 1, 2000

To the Purchasers named in
Schedule A hereto

Ladies and Gentlemen:

This First Supplement to Note Purchase Agreement (the "Supplement") is
between QUANTA SERVICES, INC., a Delaware corporation (the "Company"), and the
institutional investors named on Schedule A attached hereto (the "Purchasers").

Reference is hereby made to that certain Note Purchase Agreement dated
as of March 1, 2000 (the "Note Purchase Agreement") between the Company and the
purchasers listed on Schedule A thereto. All capitalized terms not otherwise
defined herein shall have the same meaning as specified in the Note Purchase
Agreement. Reference is further made to Section 4.18 of the Note Purchase
Agreement which requires that, prior to the delivery of any Additional Notes,
the Company and each Additional Purchaser shall execute and deliver a
Supplement.

The Company hereby agrees with the Purchasers as follows:

1. The Company has authorized the issue and sale of
$30,000,000 aggregate principal amount of its 8.01% Series 2000-B
Senior Secured Notes, Tranche 1, due September 1, 2005 (the "Tranche 1
Notes"), $5,000,000 aggregate principal amount of its 8.06% Series
2000-B Senior Secured Notes, Tranche 2, due September 1, 2006 (the
"Tranche 2 Notes") and $25,000,000 aggregate principal amount of its
8.29% Series 2000-B Senior Secured Notes, Tranche 3, due September 1,
2010 (the "Tranche 3 Notes" and together with the Tranche 1 Notes and
the Tranche 2 Notes, the "Series 2000-B Notes"). The Series 2000-B
Notes, together with the Series 2000-A Notes initially issued pursuant
to the Note Purchase Agreement and each series of Additional Notes
which may from time to time hereafter be issued pursuant to the
provisions of Section 2.4 of the Note Purchase Agreement, are
collectively referred to as the "Notes" (such term shall also include
any such notes issued in substitution therefor pursuant to Section 13
of the Note Purchase Agreement). The Tranche 1 Notes, the Tranche 2
Notes and the Tranche 3 Notes shall be substantially in the forms set
out in Exhibit 1, Exhibit 2, and Exhibit 3 hereto, respectively, with
such changes therefrom, if any, as may be approved by the Purchasers
and the Company.

2. Subject to the terms and conditions hereof and as set
forth in the Note Purchase Agreement and on the basis of the
representations and warranties hereinafter set forth, the Company
agrees to issue and sell to each Purchaser, and each Purchaser agrees
to purchase from the Company, Series 2000-B Notes in the principal
amount set forth opposite such Purchaser's name on Schedule A hereto at
a price of 100% of the principal amount thereof on the closing date
hereinafter mentioned.

3. The sale and purchase of the Series 2000-B Notes to
be purchased by each Purchaser shall occur at the offices of Chapman
and Cutler, 111 West Monroe Street, Chicago, Illinois 60603, at 10:00
A.M. Chicago time, at a closing (the "Closing") on September 11, 2000
or on such other Business Day thereafter on or prior to September 15,
2000 as may be agreed upon by the Company and the Purchasers. At the
Closing, the Company will deliver to each Purchaser the Series 2000-B
Notes of the tranche to be purchased by such Purchaser in the form of a
single Series 2000-B Note of such tranche (or such greater number of
Series 2000-B Notes of such tranche in denominations of at least $100,
000 as such Purchaser may request) dated the date of the Closing and
registered in such Purchaser's name (or in the name of such Purchaser's
nominee), against delivery by such Purchaser to the Company or its
order of immediately available funds in the amount of the purchase
price therefor by wire transfer of immediately available funds for the
account of the Company to account number 001390029677, at Bank of
America, Dallas, Texas, ABA Number 111000025. If, at the Closing, the
Company shall fail to tender such Series 2000-B Notes to any Purchaser
as provided above in this Section 3, or any of the conditions specified
in Section 4 shall not have been fulfilled to any Purchaser's
satisfaction, such Purchaser shall, at such Purchaser's election, be
relieved of all further obligations under this Agreement, without
thereby waiving any rights such Purchaser may have by reason of such
failure or such nonfulfillment.

4. The obligation of each Purchaser to purchase and pay
for the Series 2000-B Notes to be sold to such Purchaser at the Closing
is subject to the fulfillment to such Purchaser's satisfaction, prior
to the Closing, of the conditions set forth in Section 4 of the Note
Purchase Agreement with respect to the Series 2000-B Notes to be
purchased at the Closing, and to the following additional conditions:

(a) Except as supplemented, amended or
superceded by the representations and warranties set forth in
Exhibit A hereto, each of the representations and warranties
of the Company set forth in Section 5 of the Note Purchase
Agreement shall be correct as of the date of Closing and the
Company shall have delivered to each Purchaser an Officer's
Certificate, dated the date of the Closing certifying that
such condition has been fulfilled.

(b) Contemporaneously with the Closing, the
Company shall sell to each Purchaser, and each Purchaser shall
purchase, the Series 2000-B Notes of the tranche to be
purchased by such Purchaser at the Closing as specified in
Schedule A.

2

(c) The Guaranty Ratification substantially in
the form of Exhibit B attached hereto shall have been executed
and delivered by the Guarantors and shall be in full force and
effect and each Purchaser shall have received a true, correct
and complete copy thereof.

(d) The Guaranty Joinder Agreement substantially
in the form of Exhibit C attached hereto shall have been
executed and delivered by the Additional Guarantors (as
defined therein) and shall be in full force and effect and
each Purchaser shall have received a true, correct and
complete copy thereof.

(e) The Acknowledgment to Intercreditor
Agreement substantially in the form of Exhibit D attached
hereto shall have been executed and delivered by the
respective parties thereto and shall be in full force and
effect and each Purchaser shall have received a true, correct
and complete copy thereof.

5. (a) Required Payments.

(i) Tranche 1 Notes. On September 1, 2005 the
entire principal amount of the Tranche 1 Notes shall become
due and payable.

(ii) Tranche 2 Notes. On September 1, 2006 the
entire principal amount of the Tranche 2 Notes shall become
due and payable.

(iii) Tranche 3 Notes. On September 1, 2010 the
entire principal amount of the Tranche 3 Notes shall become
due and payable.

(b) Optional Prepayments. The Series 2000-B Notes are
subject to prepayment at the option of the Company in the manner and
with the effect set forth in Section 8.2 of the Note Purchase
Agreement.

(c) Allocation of Partial Prepayments. In the case of
each partial prepayment of the Series 2000-B Notes pursuant to the
provisions of Section 8.2 of the Note Purchase Agreement, the principal
amount of the Series 2000-B Notes to be prepaid shall be allocated
among all of the Notes of such Series at the time outstanding in
proportion, as nearly as practicable, to the respective unpaid
principal amounts thereof.

(d) Make-Whole Amount for Series 2000-B Notes. The term
"Make-Whole Amount" means, with respect to a Series 2000-B Note of any
tranche, an amount equal to the excess, if any, of the Discounted Value
of the Remaining Scheduled Payments with respect to the Called
Principal of the Series 2000-B Notes of such tranche over the amount of
such Called Principal, provided that the Make-Whole Amount may in no
event be less than zero. For the purposes of determining the Make-Whole
Amount, the following terms have the following meanings:

"Called Principal" means, with respect to a Series
2000-B Note of any tranche, the principal of the Series 2000-B
Notes of such tranche that is to be

3

prepaid pursuant to Section 8.2 or has become or is declared
to be immediately due and payable pursuant to Section 12 1, as
the context requires.

"Discounted Value" means, with respect to the Called
Principal of a Series 2000-B Note of any tranche, the amount
obtained by discounting all Remaining Scheduled Payments with
respect to such Called Principal from their respective
scheduled due dates to the Settlement Date with respect to
such Called Principal, in accordance with accepted financial
practice and at a discount factor (applied on the same
periodic basis as that on which interest on the Series 2000-B
Notes of such tranche is payable) equal to the Reinvestment
Yield with respect to such Called Principal.

"Reinvestment Yield" means, with respect to the
Called Principal of a Series 2000-B Note of any tranche, 0.50%
plus the yield to maturity implied by (i) the yields reported,
as of 10:00 A.M. (New York City time) on the second Business
Day preceding the Settlement Date with respect to such Called
Principal, on the display designated as "PX-1" on the
Bloomberg Financial Market Screen (or such other display as
may replace "PX-1" on the Bloomberg Financial Market Screen)
for actively traded U.S. Treasury securities having a
maturity equal to the Remaining Average Life of such Called
Principal as of such Settlement Date, or (ii) if such yields
are not reported as of such time or the yields reported as of
such time are not ascertainable, the Treasury Constant
Maturity Series Yields reported, for the latest day for
which such yields have been so reported as of the second
Business Day preceding the Settlement Date with respect to
such Called Principal, in Federal Reserve Statistical Release
H.15 (519) (or any comparable successor publication) for
actively traded U.S. Treasury securities having a constant
maturity equal to the Remaining Average Life of such Called
Principal as of such Settlement Date. Such implied yield will
be determined, if necessary, by (a) converting U.S. Treasury
bill quotations to bond-equivalent yields in accordance with
accepted financial practice and (b) interpolating linearly on
a straight line basis between (1) the actively traded U.S.
Treasury security with the maturity closest to and greater
than the Remaining Average Life and (2) the actively traded
U.S. Treasury security with the maturity closest to and less
than the Remaining Average Life.

"Remaining Average Life" means, with respect to any
Called Principal, the number of years (calculated to the
nearest one-twelfth year) obtained by dividing (i) such Called
Principal into (ii) the sum of the products obtained by
multiplying (a) the principal component of each Remaining
Scheduled Payment with respect to such Called Principal by (b)
the number of years (calculated to the nearest one-twelfth
year) that will elapse between the Settlement Date with
respect to such Called Principal and the scheduled due date of
such Remaining Scheduled Payment.

"Remaining Scheduled Payments" means, with respect to
the Called Principal of a Series 2000-B Note of any tranche,
all payments of such Called

4

Principal and interest thereon that would be due after the
Settlement Date with respect to such Called Principal if no
payment of such Called Principal were made prior to its
scheduled due date, provided that if such Settlement Date is
not a date on which interest payments are due to be made under
the terms of the Series 2000-B Notes of such tranche, then the
amount of the next succeeding scheduled interest payment will
be reduced by the amount of interest accrued to such
Settlement Date and required to be paid on such Settlement
Date pursuant to Section 8.2 or 12.1.

"Settlement Date" means, with respect to the Called
Principal of a Series 2000-B Note of any tranche, the date on
which such Called Principal is to be prepaid pursuant to
Section 8.2 or has become or is declared to be immediately due
and payable pursuant to Section 12. 1, as the context
requires.

6. Each Purchaser represents and warrants that the
representations and warranties set forth in Section 6 of the Note
Purchase Agreement are true and correct on the date hereof with respect
to the purchase of the Series 2000-B Notes to be purchased by such
Purchaser.

7 The Company and each Purchaser agree to be bound by
and comply with the terms and provisions of the Note Purchase Agreement
as fully and completely as if such Purchaser were an original signatory
to the Note Purchase Agreement.

5

The execution hereof shall constitute a contract between the Company
and the Purchasers for the uses and purposes hereinabove set forth, and this
agreement may be executed in any number of counterparts, each executed
counterpart constituting an original but all together only one agreement.

QUANTA SERVICES, INC.

By /s/ James H. Haddox
-----------------------------
Name: James H. Haddox
Title: Chief Financial Officer

Accepted as of September 1, 2000

ALLSTATE LIFE INSURANCE COMPANY

By /s/ JERRY D. ZINKULA
-----------------------------
JERRY D. ZINKULA

By /s/ DAVID A. WALSH
-----------------------------
Authorized Signatories
DAVID A. WALSH

Accepted as of September 1, 2000

AMERICAN HERITAGE LIFE INSURANCE COMPANY

By /s/ JERRY D. ZINKULA
-------------------------------------
JERRY D. ZINKULA

By /s/ DAVID A. WALSH
-------------------------------------
Authorized Signatories
DAVID A. WALSH

Accepted as of September 1, 2000

THE TRAVELERS INSURANCE COMPANY, for
itself and two of its separate accounts

By /s/ TERESA M. TORREY
--------------------------------------
Name: TERESA M. TORREY
Title: SECOND VICE PRESIDENT

Accepted as of September 1, 2000

LUTHERAN BROTHERHOOD, a Minnesota
corporation

By /s/ MARK O. SWENSON
--------------------------------------
Name: MARK O. SWENSON
Title: Vice President

Accepted as of September 1, 2000

MODERN WOODMEN OF AMERICA

By /s/ Clyde C. Schoeck
-----------------------------------
Name: Clyde C. Schoeck
Title: President

Accepted as of September 1, 2000

UNUM LIFE INSURANCE COMPANY OF
AMERICA

By: Provident Investment Management, L.L.C.
Its: Agent

By. /s/ Ben S. Miller
----------------------------------------
Name: Ben S. Miller
Title: Vice President

Accepted as of September 1, 2000

PHOENIX HOME LIFE MUTUAL INSURANCE
COMPANY

By /s/ CHRISTOPHER WILKOS
---------------------------------------
Name: CHRISTOPHER WILKOS
Title: Vice President, Corporate
Portfolio Management
PHOENIX HOME LIFE

INFORMATION RELATING TO PURCHASERS

Payments

All payments on or in respect of the Notes to be made by Fedwire transfer of
immediately available funds (identifying each payment with name of the Issuer
(and the Credit, if any), the Private Placement Number preceded by "DPP" and
the payment as principal, interest or premium) in the exact format as follows:

BBK = Harris Trust and Savings Bank
ABA #071000288
BNF = Allstate Life Insurance Company
Collection Account #168-117-0
ORG = Quanta Services, Inc.
OBI = DPP - PPN 74762E B* 2
Payment Due Date (MM/DD/YY)--
P__________(enter "P" and the amount of principal being remitted,
for example, P5000000.00)--
I__________(enter "I" and the amount of interest being remitted,
for example, 1225000.00)

Notices

All notices of scheduled payments and written confirmation of each such payment,
to be addressed:

Allstate Insurance Company
Investment Operations--Private Placements
3075 Sanders Road, STE G4A
Northbrook, Illinois 60062-7127
Telephone: (847) 402-2769
Telecopy: (847) 326-5040

All financial reports, compliance certificates and all other written
communications, including notice of prepayments to be addressed as first
provided above

SCHEDULE A

(to Supplement)

Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. Number: 36-2554642

A-2

Payments

All payments on or in respect of the Notes to be made by Fedwire transfer of
immediately available funds, identifying the name of the Issuer, the Private
Placement Number preceded by "DPP" and the payment as principal, interest or
premium, in the format as follows:

BBK = Harris Trust and Savings Bank
ABA #071000288
BNF = American Heritage Life Insurance Company
Collection Account #172-504-3
ORG = Quanta Services, Inc.
OBI = DPP - PPN 74762E B* 2
Payment Due Date (MM/DD/YY)--
P_________(Enter "P" and the amount of principal being remitted,
for example, P5000000.00)
I__________(enter "I" and the amount of interest being remitted,
for example, 1225000.00)

Notices

All notices of scheduled payments and written confirmation of each such payment,
to be addressed:

Allstate Insurance Company
Investment Operations--Private Placements
3075 Sanders Road, STE G4A
Northbrook, Illinois 60062-7127
Telephone: (847) 402-2769
Telecopy: (847) 326-5040

All financial reports, compliance certificates and all other written
communications, including notice of prepayments to be addressed as first
provided above.

Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. Number: 59-0781901

A-3

Payments

All payments of principal, interest and premium on the account of the Notes
shall be made by bank wire transfer (in immediately available funds) to:

Norwest Bank Minnesota, N.A
ABA #091000019
For Credit to Trust Clearing Account #0000840245
Attention: Sarah Corcoran
For credit to: Lutheran Brotherhood
Account Number 12651300

All payments must include the following information:

A/C Lutheran Brotherhood
Account No: 12561300
Security Description
PPN Number 74762E B* 2
Reference Purpose of Payment
Interest and/or Principal Breakdown

Notices

All notices and communications to be addressed as first provided above, except
notices with respect to payments and written confirmation of each such payment,
to be addressed:

Lutheran Brotherhood
625 Fourth Avenue South, 10th Floor
Minneapolis, Minnesota 55415
Attention: Investment Accounting/Trading Administrator

Name of Nominee in which Notes are to be issued: None
Taxpayer I.D. Number: 41-0385700

A-7

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds to:

CUDD & CO.
c/o The Chase Manhattan Bank, N.A.
New York, New York
ABA #021-000-021
SSG Private Income Processing
For credit to: A/C #900-9-000200
For further credit to: Unum Life Insurance Company of America
Custodial Account Number G08287

Please reference: Issuer: Quanta Services, Inc.
PPN: 74762E B#8
Coupon: 8 29%
Maturity: September 1, 2010
Principal=$________________
Interest=$_________________

Notices

All notices and communications, including notices with respect to payments and
written confirmation of each such payment, to be addressed as first provided
above.

Name of Nominee in which Notes are to be issued: CUDD & CO.

Taxpayer I.D. Number for CUDD & Co.: 13-6022143

A-9

Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as
"Quanta Services, Inc., 8.29% Series 2000-B Senior Secured Notes due September
1, 2010, PPN 74762E B# 8, principal, premium or interest") to:

ABA #021 000 021
Chase Manhattan Bank, N A
New York, New York 10022

Account Number: 900 9000 200
Account Name: Income Processing
Reference: Phoenix Home Life Account #G05123
OBI=Quanta Services, Inc., PPN=________, RATE=_________%, DUE=_________
(include Company name, principal and interest breakdown and premium,
if any)

Notices

All notices and communications, including notices with respect to payments and
written confirmation of each such payment, to be addressed as first provided
above.

Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. Number: 06-0493340

A-10

SUPPLEMENTAL REPRESENTATIONS

The Company represents and warrants to each Purchaser that except as
hereinafter set forth in this Exhibit A, each of the representations and
warranties set forth in Section 5 of the Note Purchase Agreement is true and
correct as of the date hereof with respect to the Series 2000-B Notes with the
same force and effect as if each reference to "Series 2000-A Notes" set forth
therein was modified to refer to the "Series 2000-B Notes" and each reference to
"this Agreement" therein was modified to refer to the Note Purchase Agreement as
supplemented by the First Supplement. The Section references hereinafter set
forth correspond to the similar sections of the Note Purchase Agreement which
are supplemented hereby:

Section 5.3. Disclosure. The Note Purchase Agreement, the documents,
certificates or other writings delivered to each Purchaser by or on behalf of
the Company in connection with the transactions contemplated by the Note
Purchase Agreement and the First Supplement and the financial statements listed
in Schedule 5.5 to the First Supplement, taken as a whole, do not contain any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein not misleading in light of the circumstances
under which they were made. Since December 31, 1999, there has been no change in
the financial condition, operations, business, properties or prospects of the
Company or any Subsidiary except changes that individually or in the aggregate
could not reasonably be expected to have a Material Adverse Effect.

Section 5.4 Organization and Ownership of Shares of Subsidiaries.
Schedule 5.4 to the First Supplement contains (except as noted therein) complete
and correct lists of (i) the Company's Subsidiaries, and showing, as to each
Subsidiary, the correct name thereof, the jurisdiction of its organization, and
the percentage of shares of each class of its capital stock or similar equity
interests outstanding owned by the Company and each other Subsidiary, and (ii)
the Company's directors and senior officers.

Section 5.13. Private Offering by the Company. Neither the Company nor
anyone acting on its behalf has offered the Series 2000-B Notes or any similar
securities for sale to, or solicited any offer to buy any of the same from, or
otherwise approached or negotiated in respect thereof with, any Person other
than the Purchasers and not more than 40 other Institutional Investors, each of
which has been offered the Series 2000-B Notes at a private sale for investment.
Neither the Company nor anyone acting on its behalf has taken, or will take, any
action that would subject the issuance or sale of the Notes to the registration
requirements of Section 5 of the Securities Act.

Section 5.14. Use of Proceeds; Margin Regulations. The Company will
apply the proceeds of the sale of the Series 2000-B Notes to repay existing
indebtedness, for acquisitions and for other general corporate purposes. No part
of the proceeds from the sale of the Series 2000-B Notes pursuant to the First
Supplement will be used, directly or indirectly, for the purpose of buying or
carrying any margin stock within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System (12 CFR 222), or for the purpose of
buying or carrying or trading in any securities under such circumstances as to
involve the Company in a violation of Regulation X of said Board (12 CFR 224) or
to involve any broker or dealer in a

EXHIBIT A
(to Supplement)

violation of Regulation T of said Board (12 CFR 220). As used in this Section,
the terms "margin stock" and "purpose of buying or carrying" shall have the
meanings assigned to them in said Regulation U.

Section 5.15. Existing Debt; Future Liens. (a) Schedule 5.15 to the
First Supplement sets forth a complete and correct list of all outstanding Debt
of the Company and its Subsidiaries as of July 31, 2000, since which date there
has been no Material change in the amounts, interest rates, sinking funds,
installment payments or maturities of the Debt of the Company or its
Subsidiaries except that pursuant to the underwriter's overallotment option an
additional $22,500,000 aggregate principal amount of the Subordinated
Convertible Notes were issued on August 7, 2000. Neither the Company nor any
Subsidiary is in default and no waiver of default is currently in effect, in the
payment of any principal or interest on any Debt of the Company or such
Subsidiary in an unpaid amount of $1,000,000 or more and no event or condition
exists with respect to any Debt of the Company or any Subsidiary in an unpaid
amount of $1,000,000 or more that would permit (or that with notice or the
lapse of time, or both, would permit) one or more Persons to cause such Debt to
become due and payable before its stated maturity or before its regularly
scheduled dates of payment.

E-A-2

ORGANIZATION AND OWNERSHIP OF SHARES OF SUBSIDIARIES; AFFILIATES

The following Subsidiaries are 100% owned by the Person listed in the
"Stockholder" Column. Additionally, Trawick Construction Company owns a 25%
interest in Lightwave, LLC, an Alabama limited liability company, and Mears
Group, Inc. owns a 33% interest in MLM Services, LLC, an Oklahoma limited
liability company. The Company periodically invests in bank deposits and other
short term money market instruments as part of its cash management system.

SCHEDULE 5.4
(to Supplement)

5.4-2

5.4-3

The Company's directors are James R. Ball, John R. Colson, John A.
Martell, Gary A. Tucci, Michael T. Wilson, John R. Wilson, Robert K. Green,
James G. Miller and Vincent D. Foster.

5.4-4

The Company's executive officers are John R. Colson, James H. Haddox,
John R. Wilson, Gary A. Tucci Elliott C. Robbins, James F. O'Neill III, Brad
Eastman, Luke T. Spalj, Nicholas M. Grindstaff and Derrick A. Jensen.

5.4-5

FINANCIAL STATEMENTS

The Company has delivered to each Purchaser copies of its audited consolidated
balance sheets as of December 31, 1997, 1998, and 1999 and the related
consolidated statements of operations, cash flows and stockholders' equity for
the three years ended December 31, 1998, and December 31, 1999 and its unaudited
consolidated balance sheet as of June 30, 2000 and the related consolidated
statement of operations and cash flows for the six-month periods ended June 30,
1999 and 2000.

SCHEDULE 5.5
(to Supplement)

EXISTING DEBT; FUTURE LIENS

As of July 31, 2000, the existing Debt of the Company included the Company's
Subordinated Convertible Notes in the principal amount of $150,000,000, the
Series 2000-A Senior Secured Notes in the aggregate outstanding principal amount
of $150,000,000, the EPA Notes in the principal amount of $632,000, $16,750,000
outstanding under the Bank Credit Agreement and the following Debt of the
Company's subsidiaries.

SCHEDULE 5.15
(to Supplement)

5.15-2

5.15-3

[FORM OF SERIES 2000-B, TRANCHE 1 NOTES]

QUANTA SERVICES, INC.

8.01% SERIES 2000-B SENIOR SECURED NOTE, TRANCHE 1, DUE SEPTEMBER 1, 2005

No. [____________] [Date]
$[_______________] PPN 74762E B* 2

FOR VALUE RECEIVED, the undersigned, QUANTA SERVICES, INC. (herein
called the "Company"), a corporation organized and existing under the laws of
the State of Delaware, hereby promises to pay to [________________], or
registered assigns, the principal sum of [________________] DOLLARS on September
1, 2005, with interest (computed on the basis of a 360-day year of twelve 30-day
months) (a) on the unpaid balance thereof at the rate of 8.01% per annum from
the date hereof, payable semiannually, on the first day of March and September
in each year, commencing on the first of such dates after the date hereof, until
the principal hereof shall have become due and payable, and (b) to the extent
permitted by law on any overdue payment (including any overdue prepayment) of
principal, any overdue payment of interest and any overdue payment of any
Make-Whole Amount (as defined in the Note Purchase Agreement referred to below),
payable semiannually as aforesaid (or, at the option of the registered holder
hereof, on demand), at a rate per annum from time to time equal to the greater
of (i) 10.01% or (ii) 2% over the rate of interest publicly announced by Bank
of America, N. A. from time to time in New York, New York, as its "base" or
"prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United Slates of
America at the principal office of Bank of America, N. A, in New York, New York,
or at such other place as the Company shall have designated by written notice to
the holder of this Note as provided in the Note Purchase Agreement referred to
below.

This Note is one of a series of Senior Secured Notes (the "Notes ")
issued pursuant to a Supplement to the Note Purchase Agreement dated as of March
1, 2000 (as from time to time amended, supplemented or modified, the "Note
Purchase Agreement"), between the Company, the Purchasers named therein and
Additional Purchasers of Notes from time to time issued pursuant to any
Supplement to the Note Purchase Agreement. This Note and the holder hereof are
entitled equally and ratably with the holders of all other Notes of all series
from time to time outstanding under the Note Purchase Agreement to all the
benefits provided for thereby or referred to therein. Each holder of this Note
will be deemed, by its acceptance hereof, (i) to have agreed to the
confidentiality provisions set forth in Section 20 of the Note Purchase
Agreement and (ii) to have made the representation set forth in Section 6.2 of
the Note Purchase Agreement, provided that such holder may (in reliance upon
information provided by the Company, which shall not be unreasonably withheld)
make a representation to the effect that the purchase by such holder of any Note
will not constitute a non-exempt prohibited transaction under Section 406(a) of
ERISA.

EXHIBIT 1
(to Supplement)

This Note is registered with the Company and, as provided in the Note
Purchase Agreement, upon surrender of this Note for registration of transfer,
duly endorsed, or accompanied by a written instrument of transfer duly executed,
by the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note of the same series for a like principal amount will be
issued to, and registered in the name of, the transferee. Prior to due
presentment for registration of transfer, the Company may treat the person in
whose name this Note is registered as the owner hereof for the purpose of
receiving payment and for all other purposes, and the Company will not be
affected by any notice to the contrary.

This Note is not subject to regularly scheduled prepayments of
principal. This Note is subject to optional prepayment, in whole or from time to
time in part, at the times and on the terms specified in the Note Purchase
Agreement, but not otherwise

If an Event of Default, as defined in the Note Purchase Agreement,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreement

This Note shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the law of the Stale of New York
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State

QUANTA SERVICES, INC.

By: __________________________________
Name: _____________________________
Title: ____________________________

E-1-2

[FORM OF SERIES 2000-B, TRANCHE 2 NOTES]

QUANTA SERVICES, INC,

8.06% SERIES 2000-B SENIOR SECURED NOTE, TRANCHE 2, DUE SEPTEMBER 1, 2006

No. [_________] [Date]
$[____________] PPN 74762E B@ 0

FOR VALUE RECEIVED, the undersigned, QUANTA SERVICES, INC. (herein
called the "Company"), a corporation organized and existing under the laws of
the State of Delaware, hereby promises to pay to [______________], or registered
assigns, the principal sum of [______________] DOLLARS on September 1, 2006,
with interest (computed on the basis of a 360-day year of twelve 30-day months)
(a) on the unpaid balance thereof at the rate of 8.06% per annum from the date
hereof, payable semiannually, on the first day of March and September in each
year, commencing on the first of such dates after the date hereof, until the
principal hereof shall have become due and payable, and (b) to the extent
permitted by law on any overdue payment (including any overdue prepayment) of
principal, any overdue payment of interest and any overdue payment of any
Make-Whole Amount (as defined in the Note Purchase Agreement referred to below),
payable semiannually as aforesaid (or, at the option of the registered holder
hereof, on demand), at a rate per annum from time to time equal to the greater
of (i) 10.06% or (ii) 2% over the rate of interest publicly announced by Bank
of America, N.A. from time to time in New York, New York, as its "base" or
"prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at the principal office of Bank of America, N.A., in New York, New York,
or at such other place as the Company shall have designated by written notice to
the holder of this Note as provided in the Note Purchase Agreement referred to
below.

This Note is one of a series of Senior Secured Notes (the "Notes")
issued pursuant to a Supplement to the Note Purchase Agreement dated as of March
1, 2000 (as from time to time amended, supplemented or modified, the "Note
Purchase Agreement"), between the Company, the Purchasers named therein and
Additional Purchasers of Notes from time to time issued pursuant to any
Supplement to the Note Purchase Agreement. This Note and the holder hereof are
entitled equally and ratably with the holders of all other Notes of all series
from time to time outstanding under the Note Purchase Agreement to all the
benefits provided for thereby or referred to therein. Each holder of this Note
will be deemed, by its acceptance hereof, (i) to have agreed to the
confidentiality provisions set forth in Section 20 of the Note Purchase
Agreement and (ii) to have made the representation set forth in Section 6.2 of
the Note Purchase Agreement, provided that such holder may (in reliance upon
information provided by the Company, which shall not be unreasonably withheld)
make a representation to the effect that the purchase by such holder of any Note
will not constitute a non-exempt prohibited transaction under Section 406(a) of
ERISA.

EXHIBIT 2
(to Supplement)

This Note is registered with the Company and, as provided in the Note
Purchase Agreement, upon surrender of this Note for registration of transfer,
duly endorsed, or accompanied by a written instrument of transfer duly executed,
by the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note of the same series for a like principal amount will be
issued to, and registered in the name of, the transferee. Prior to due
presentment for registration of transfer, the Company may treat the person in
whose name this Note is registered as the owner hereof for the purpose of
receiving payment and for all other purposes, and the Company will not be
affected by any notice to the contrary.

This Note is not subject to regularly scheduled prepayments of
principal. This Note is subject to optional prepayment, in whole or from time to
time in part, at the times and on the terms specified in the Note Purchase
Agreement, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreement,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreement.

This Note shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the law of the State of New York
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.

QUANTA SERVICES, INC.

By:__________________________________
Name:_____________________________
Title:____________________________

E-2-2

[FORM OF SERIES 2000-B, TRANCHE 3 NOTES]

QUANTA SERVICES, INC

8.29% SERIES 2000-B SENIOR SECURED NOTE, TRANCHE 3, DUE SEPTEMBER 1, 2010

No. [___________] [Date]
$[_____________] PPN 74762E B# 8

FOR VALUE RECEIVED, the undersigned, QUANTA SERVICES, INC. (herein
called the "Company"), a corporation organized and existing under the laws of
the State of Delaware, hereby promises to pay to [_______________], or
registered assigns, the principal sum of [_______________] DOLLARS on September
1, 2010, with interest (computed on the basis of a 360-day year of twelve 30-day
months) (a) on the unpaid balance thereof at the rate of 8. 29% per annum from
the date hereof, payable semiannually, on the first day of March and September
in each year, commencing on the first of such dates after the date hereof, until
the principal hereof shall have become due and payable, and (b) to the extent
permitted by law on any overdue payment (including any overdue prepayment) of
principal, any overdue payment of interest and any overdue payment of any
Make-Whole Amount (as defined in the Note Purchase Agreement referred to below),
payable semiannually as aforesaid (or, at the option of the registered holder
hereof, on demand), at a rate per annum from time to time equal to the greater
of (i) 10. 29% or (ii) 2% over the rate of interest publicly announced by Bank
of America, N. A. from time to time in New York, New York, as its "base" or
"prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at the principal office of Bank of America, N.A., in New York, New York,
or at such other place as the Company shall have designated by written notice to
the holder of this Note as provided in the Note Purchase Agreement referred to
below.

This Note is one of a series of Senior Secured Notes (the "Notes")
issued pursuant to a Supplement to the Note Purchase Agreement dated as of March
1, 2000 (as from time to time amended, supplemented or modified, the "Note
Purchase Agreement"), between the Company, the Purchasers named therein and
Additional Purchasers of Notes from time to time issued pursuant to any
Supplement to the Note Purchase Agreement. This Note and the holder hereof are
entitled equally and ratably with the holders of all other Notes of all series
from time to time outstanding under the Note Purchase Agreement to all the
benefits provided for thereby or referred to therein. Each holder of this Note
will be deemed, by its acceptance hereof, (i) to have agreed to the
confidentiality provisions set forth in Section 20 of the Note Purchase
Agreement and (ii) to have made the representation set forth in Section 6.2 of
the Note Purchase Agreement, provided that such holder may (in reliance upon
information provided by the Company, which shall not be unreasonably withheld)
make a representation to the effect that the purchase by such holder of any Note
will not constitute a non-exempt prohibited transaction under Section 406(a) of
ERISA.

EXHIBIT 3
(to Supplement)

This Note is registered with the Company and, as provided in the Note
Purchase Agreement, upon surrender of this Note for registration of transfer,
duly endorsed, or accompanied by a written instrument of transfer duly executed,
by the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note of the same series for a like principal amount will be
issued to, and registered in the name of, the transferee. Prior to due
presentment for registration of transfer, the Company may treat the person in
whose name this Note is registered as the owner hereof for the purpose of
receiving payment and for all other purposes, and the Company will not be
affected by any notice to the contrary.

This Note is not subject to regularly scheduled prepayments of
principal. This Note is subject to optional prepayment, in whole or from time to
time in part, at the times and on the terms specified in the Note Purchase
Agreement, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreement,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreement.

This Note shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the law of the State of New York
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.

QUANTA SERVICES, INC.

By:__________________________________
Name:_____________________________
Title:____________________________

E-3-2

GUARANTY RATIFICATION

To the Institutional Investors which are Dated as of September 1, 2000
Purchasers of the Series 2000-B Notes
of Quanta Services, Inc.

Re: $30,000,000 8.01% Series 2000-B Senior Secured Notes, Tranche 1,
Due September 1, 2005
and
$5,000,000 8.06% Series 2000-B Senior Secured Notes, Tranche 2,
Due September 1, 2006
and
$25,000,000 8.29% Series 2000-B Senior Secured Notes, Tranche 3,
Due September 1, 2010
(collectively the "Series 2000-B Notes")
of
Quanta Services, Inc.

Ladies and Gentlemen:

Reference is made to the First Supplement to Note Agreement dated as of
September 1, 2000 (the "First Supplement") to be entered into by and among
Quanta Services, Inc., a Delaware corporation (the "Company") and you providing
for the purchase of the Series 2000-B Notes by you. All terms used and not
otherwise defined herein shall have the respective meanings assigned thereto in
the First Supplement.

As an inducement to your purchase of the Series 2000-B Notes referred
to above, the undersigned does hereby ratify and reaffirm that the payment of
all principal and interest and all other amounts becoming due from time to time
on the Series 2000-B Notes is absolutely and unconditionally guaranteed by the
undersigned as provided for by the Guaranty dated as of March 1, 2000 (the
"Guaranty") and the undersigned hereby certifies that the Guaranty is unmodified
and remains in full force and effect.

EXHIBIT B
(to Supplement)

IN WITNESS WHEREOF, each Guarantor has caused this Guaranty
Ratification to be duly executed and delivered by its duly authorized officer as
of the date first above written.

ADVANCED COMMUNICATION TECHNOLOGIES,
INC., an Oregon corporation
ARBY CONSTRUCTION, INC., a Delaware
corporation
AUSTIN TRENCHER, INC., a Delaware
corporation
CCLC, INC., a Delaware corporation
COAST TO COAST, LLC, a California limited
liability company
COMPUTAPOLE, INC., a Delaware corporation
CONTI COMMUNICATIONS, INC., a Delaware
corporation
CROCE ELECTRIC COMPANY, INC., a Delaware
corporation
CROWN FIBER COMMUNICATIONS, INC., a
Virginia corporation
DILLARD SMITH CONSTRUCTION COMPANY, a
Delaware corporation
DRIFTWOOD ELECTRICAL CONTRACTORS, INC., a
Delaware corporation
EDWARDS PIPELINE COMPANY, INC., a Delaware
corporation
ENVIRONMENTAL PROFESSIONAL ASSOCIATES,
LIMITED, a California corporation
FIBER TECHNOLOGY, INC., a Texas
corporation
FIVE POINTS CONSTRUCTION COMPANY, a
Delaware corporation
GEM ENGINEERING CO., INC., a Delaware
corporation
GOLDEN STATE UTILITY CO., a Delaware
corporation
H.L. CHAPMAN PIPELINE CONSTRUCTION, INC.,
a Delaware corporation
HAINES CONSTRUCTION COMPANY, a Delaware
corporation
HARKER & HARKER, INC., a Nevada corporation
INTERMOUNTAIN ELECTRIC, INC., a Colorado
corporation
IRBY CONSTRUCTION COMPANY, a Mississippi
corporation
LINE EQUIPMENT SALES CO., INC., a South
Carolina corporation
LOGICAL LINK, INC., a Delaware corporation
MANUEL BROS, INC., a Delaware corporation
MEARS GROUP, INC., a Delaware corporation
MEARS/CPG, LLC, a Michigan limited liability
company
MEARS ENGINEERING, LLC, a Michigan limited
liability company

E-B-2

MEARS/HDD, LLC, a Michigan limited liability
company
MEARS PIPELINE SERVICES, INC., a Michigan
corporation
MEARS SERVICES, LLC, a Michigan limited
liability company
METRO UNDERGROUND SERVICES, INC., an
Illinois corporation
NETCOM MANAGEMENT GROUP, INC., a
Delaware corporation
NETWORK COMMUNICATIONS SERVICES, INC., a
Delaware corporation
NORTH PACIFIC CONSTRUCTION Co., INC., a
Delaware corporation
NORTH SKY COMMUNICATIONS, a Delaware
corporation
NORTHERN LINE LAYERS, INC., a Delaware
corporation
PAC WEST CONSTRUCTION, INC., a Delaware
corporation
PAR ELECTRICAL CONTRACTORS, INC., a
Missouri corporation
PDG ELECTRIC COMPANY, a Florida corporation
POTELCO, INC., a Washington corporation
QSI, INC., a Delaware corporation
QUANTA XVII ACQUISITION, INC., a Delaware
corporation
QUANTA XLI ACQUISITION, INC., a Delaware
corporation
QUANTA XLII ACQUISITION, INC., a Delaware
corporation
QUANTA XLV ACQUISITION, INC., a Delaware
corporation
QUANTA XLVI ACQUISITION, INC., a Delaware
corporation
QUANTA XLVIII ACQUISITION, INC., a Delaware
corporation
QUANTA LI ACQUISITION, INC., a Delaware
corporation
QUANTA LII ACQUISITION, INC., a Delaware
corporation
QUANTA LIII ACQUISITION, INC., a Delaware
corporation
QUANTA LIV ACQUISITION, INC., a Delaware
corporation
QUANTA LV ACQUISITION, INC., a Delaware
corporation
QUANTA LVI ACQUISITION, INC., a Delaware
corporation
QUANTA LVII ACQUISITION, INC., a Delaware
corporation
QUANTA LVIII ACQUISITION, INC., a Delaware
corporation

E-B-3

QUANTA LIX ACQUISITION, INC., a Delaware
corporation
QUANTA LX ACQUISITION, INC., a Delaware
corporation
QUANTA LXI ACQUISITION, INC, a Delaware
corporation
QUANTA LXII ACQUISITION, INC., a Delaware
corporation
QUANTA LXIII ACQUISITION, INC., a Delaware
corporation
QUANTA LXIV ACQUISITION, INC., a Delaware
corporation
QUANTA LXV ACQUISITION, INC., a Delaware
corporation
QUANTA LXVI ACQUISITION, INC., a Delaware
corporation
QUANTA LXVII ACQUISITION, INC., a Delaware
corporation
QUANTA LXVIII ACQUISITION, INC., a Delaware
corporation
QUANTA LXIX ACQUISITION, INC., a Delaware
corporation
QUANTA LXX ACQUISITION, INC., a Delaware
corporation
QUANTA LXXI ACQUISITION, INC., a Delaware
corporation
QUANTA LXXII ACQUISITION, INC, a Delaware
corporation
QUANTA LXXIII ACQUISITION, INC., a Delaware
corporation
QUANTA LXXIV ACQUISITION, INC., a Delaware
corporation
QUANTA DELAWARE, INC., a Delaware
corporation
QUANTA SERVICES OF CANADA LTD., a British
Columbia corporation
QUANTA SERVICES MANAGEMENT PARTNERSHIP,
L.P., a Texas limited partnership
QUANTA UTILITY INSTALLATION Co., INC., a
Delaware corporation
R.A. WAFFENSMITH & Co., INC., a Delaware
corporation
RANGER DIRECTIONAL, INC., a Delaware
corporation
S.K.S. PIPELINERS, INC., a Delaware
corporation
SEAWARD CORPORATION, a Maine corporation
SOUTHEAST PIPELINE CONSTRUCTION, INC., a
Delaware corporation
SPALJ CONSTRUCTION COMPANY, a Delaware
corporation
SPECIALTY DRILLING, INC., a Delaware
corporation

E-B-4

SULLIVAN WELDING, INC., a Delaware
corporation
SUMTER BUILDERS, INC., a Delaware
corporation
SYNERTEC INC., a South Carolina corporation
TELECOM NETWORK SPECIALISTS, INC., a
Delaware corporation
THE RYAN COMPANY, INC., a Massachusetts
corporation
TOM ALLEN CONSTRUCTION COMPANY, a
Delaware corporation
TRANS TECH ELECTRIC, INC., an Indiana
corporation
TRAWICK CONSTRUCTION Co., a Florida
corporation
TTM, INC., a North Carolina corporation
TVS SYSTEMS, INC., a Delaware corporation
UNDERGROUND CONSTRUCTION Co., INC., a
Delaware corporation
UTILCO, INC., a Georgia corporation
UTILITIES CONSTRUCTION Co., INC., a Delaware
corporation
VCI TELCOM, INC., a Delaware corporation
W.H.O.M. CORPORATION, a California
corporation
WADE D. TAYLOR, INC., a Delaware corporation
W.C. COMMUNICATIONS, INC., a Delaware
corporation
WORLD FIBER, INC., a Delaware corporation

By:_________________________________________
Brad Eastman, President or Vice President
of each Guarantor

E-B-5

COAST To COAST, LLC, a California limited
liability company

By: ENVIRONMENTAL PROFESSIONAL
ASSOCIATES, Limited, Its Member

By: ____________________________________
Brad Eastman, Vice President

QUANTA SERVICES MANAGEMENT
PARTNERSHIP, L.P., a Texas limited
liability partnership

By: QSI, INC., Its General Partner

By: ____________________________________
Brad Eastman, Vice President

Address for Each Company:
c/o Quanta Services, Inc
1360 Post Oak Blvd., Suite 2100
Houston, TX 77056
Attn: General Counsel
Fax No: (713)629-7676
Phone No.: (713)629-7600

E-B-6

GUARANTY JOINDER AGREEMENT

This Guaranty Joinder Agreement dated as of September 1, 2000, is from
each of the undersigned (each an "Additional Guarantor") to the Noteholders
(defined below):

RECITALS:

A. Quanta Services, Inc., a Delaware corporation (the "Issuer"),
and certain institutional investors (the "Initial Purchasers") have entered
into that certain Note Purchase Agreement dated as of March 1, 2000 (the
"Original Note Purchase Agreement"). The Issuer and certain institutional
investors (the "First Supplement Purchasers") have entered into that certain
First Supplement to Note Purchase Agreement dated as of September 1, 2000 (the
"First Supplement"). The Original Note Purchase Agreement, as supplemented by
the First Supplement and as from time to time supplemented by one or more
Supplements, is hereinafter referred to as the "Note Purchase Agreement."

B. Under and pursuant to the Original Note Purchase Agreement the
Issuer (i) has issued and sold $73,000,000 aggregate principal amount of its
8.46% Series 2000-A Senior Secured Notes, Tranche 1, due March 1, 2005, $41,
500,000 aggregate principal amount of its 8.55% Series 2000-A Senior Secured
Notes, Tranche 2, due March 1, 2007 and $35,500,000 aggregate principal amount
of its 8.61% Series 2000-A Senior Secured Notes, Tranche 3, due March 1, 2010
(collectively, the "Series 2000-A Notes") to the Initial Purchasers, (ii) under
and pursuant to the First Supplement will issue and sell $30,000,000 aggregate
principal amount of its 8.01% Series 2000-B Senior Secured Notes, Tranche 1,
due September 1, 2005, $5,000,000 aggregate principal amount of its 8.06%
Series 2000-B Senior Secured Notes, Tranche 2, due September 1, 2006 and $25,
000, 000 aggregate principal amount of its 8.29% Series 2000-B Senior Secured
Notes, Tranche 3, due September 1, 2010 (collectively, the "Series 2000-B
Notes") to the First Supplement Purchasers and (iii) may, from time to time,
issue and sell additional Series of its secured promissory notes (the
"Additional Notes"; the Series 2000-A Notes, Series 2000-B Notes and the
Additional Notes are collectively referred to herein as the "Notes") to
institutional investors (the "Additional Purchasers"). The Initial Purchasers,
First Supplement Purchasers and the Additional Purchasers are collectively
referred to herein as the "Purchasers"; and holders of Notes are collectively
referred to herein as the "Noteholders".

C. As a condition to their purchase of the Series 2000-A Notes,
the Initial Purchasers required that certain Subsidiaries of the Issuer execute
a Guaranty dated as of March 1, 2000 (the "Guaranty") and absolutely and
unconditionally guarantee the principal of and premium, if any, and interest on
the Notes.

D. Capitalized terms used but not defined herein have the
meanings given them in the Note Purchase Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each Additional Guarantor agrees,
for the benefit of each Noteholder, as follows:

EXHIBIT C
(to Supplement)

Pursuant to Section 9.6 of the Note Purchase Agreement, the Issuer has
agreed to cause the Additional Guarantors to join in the Guaranty. In accordance
with the requirements of the Note Purchase Agreement, the Additional Guarantors
desire to amend the definition of Guarantor (as the same may have been
heretofore amended) set forth in the Guaranty attached hereto so that at all
times from and after the date hereof, each Additional Guarantor shall be jointly
and severally liable as set forth in the Guaranty for the obligations of the
Issuer under the Note Purchase Agreement and the Notes to the extent and in the
manner set forth in the Guaranty.

The undersigned is the duly elected _______________of [each] Additional
Guarantor, a wholly owned subsidiary of the Issuer, and is duly authorized to
execute and deliver this Guaranty Joinder Agreement. The execution by the
undersigned of this Guaranty Joinder Agreement shall evidence its consent to and
acknowledgment and approval of the terms set forth herein and in the Guaranty
and by such execution the Additional Guarantors shall be deemed to have made in
favor of the Noteholders the representations and warranties set forth in Article
II of the Guaranty.

Upon execution of this Guaranty Joinder Agreement, the Guaranty shall
be deemed to be amended as set forth above. Except as amended herein, the terms
and provisions of the Guaranty are hereby ratified, confirmed and approved in
all respects.

E-C-2

Any and all notices, requests, certificates and other instruments
(including the Notes) may refer to the Guaranty without making specific
reference to this Guaranty Joinder Agreement, but nevertheless all such
references shall be deemed to include this Guaranty Joinder Agreement unless the
context shall otherwise require.

IRBY CONSTRUCTION COMPANY, a Mississippi
corporation
LINE EQUIPMENT SALES Co., INC., a South
Carolina corporation
MEARS/CPG, LLC, a Michigan limited liability
company
MEARS ENGINEERING, LLC, a Michigan limited
liability company
MEARS/HDD, LLC, a Michigan limited liability
company
MEARS PIPELINE SERVICES, INC., a Michigan
corporation
METRO UNDERGROUND SERVICES, INC., an
Illinois corporation
QUANTA LIV ACQUISITION, INC., a Delaware
corporation
QUANTA LV ACQUISITION, INC., a Delaware
corporation
QUANTA LVI ACQUISITION, INC., a Delaware
corporation
QUANTA LVII ACQUISITION, INC., a Delaware
corporation
QUANTA LVIII ACQUISITION, INC., a Delaware
corporation
QUANTA LVIX ACQUISITION, INC., a Delaware
corporation
QUANTA LX ACQUISITION, INC., a Delaware
corporation
QUANTA LXI ACQUISITION, INC., a Delaware
corporation
QUANTA LXII ACQUISITION, INC., a Delaware
corporation
QUANTA LXIII ACQUISITION, INC., a Delaware
corporation
QUANTA LXIV ACQUISITION, INC., a Delaware
corporation
QUANTA LXV ACQUISITION, INC., a Delaware
corporation
QUANTA LXVI ACQUISITION, INC., a Delaware
corporation

E-C-3

QUANTA LXVII ACQUISITION, INC., a Delaware
corporation
QUANTA LXVIII ACQUISITION, INC., a Delaware
corporation
QUANTA LXIX ACQUISITION, INC., a Delaware
corporation
QUANTA LXX ACQUISITION, INC., a Delaware
corporation
QUANTA LXXI ACQUISITION, INC., a Delaware
corporation
QUANTA LXXII ACQUISITION, INC., a Delaware
corporation
QUANTA LXXIII ACQUISITION, INC., a Delaware
corporation
QUANTA LXXIV ACQUISITION, INC., a Delaware
corporation
SYNERTEC INC., a South Carolina corporation

By:_________________________________________
Brad Eastman, President or Vice President
of each Additional Guarantor

Address for Each Company:
c/o Quanta Services, Inc.
1360 Post Oak Blvd., Suite 2100
Houston, TX 77056
Attn: General Counsel
Fax No.: (713)629-7676
Phone No.: (713)629-7600

E-C-4

FORM OF ACKNOWLEDGMENT TO
INTERCREDITOR AGREEMENT FOR ADDITIONAL NOTEHOLDERS

Reference is hereby made to the Intercreditor Agreement dated as of
March 23, 2000 (the "Agreement"), among Bank of America, N. A., as Agent for the
Lenders party to the Credit Agreement referenced therein and Bank of America, N.
A., as the Collateral Agent, and the Noteholders party thereto and certain other
Parties, if any, thereto The undersigned has entered into a Supplement dated as
of September 1, 2000 to the Note Agreement with Quanta Services, Inc. and
desires that the additional series of Senior Notes issued thereunder be secured
by the Security Documents and constitute Benefited Obligations under the
Agreement. The undersigned has obtained the consent of the Collateral Agent
under the Agreement and acknowledges the terms of the Agreement and agrees to be
bound thereby. Terms not otherwise defined herein shall have the meaning set
forth in the Agreement.

Dated: September 1, 2000 [Name of Noteholder]

_________________________________________

By:_________________________________________
Title:___________________________________
Date: ___________________________________

Notice Address:

Acknowledged and Agreed:

BANK OF AMERICA, N.A., as Collateral Agent

By:_________________________________________
Title:___________________________________
Date: ___________________________________

QUANTA SERVICES, INC.

By:_________________________________________
Title:___________________________________
Date: ___________________________________

(Other Obligors)

By:_________________________________________
Title:___________________________________
Date: ___________________________________

EXHIBIT D
(to Supplement)