exv10w1



 






Exhibit 10.1




UNDERWRITING, CONTINUING INDEMNITY AND SECURITY AGREEMENT




      THIS UNDERWRITING, CONTINUING INDEMNITY AND SECURITY AGREEMENT entered into as of the 14th day
of March, 2005, by QUANTA SERVICES, INC., a Delaware corporation, and certain of its Affiliates and
Subsidiaries identified on Exhibit A, in their capacity as named Principal under any Bond
and Indemnitors, in favor of FEDERAL INSURANCE COMPANY, an Indiana corporation. All capitalized
terms will have the meaning set out in Section 1.



W I T N E S S E T H:




      WHEREAS, Principal, operating through certain of its Affiliates and Subsidiaries, is engaged
in the business, among other things, of providing specialized contracting services, including
design, construction, maintenance, installation and repair of network infrastructures for electric
power, telecommunications, broadband cable and gas pipelines systems;



      WHEREAS, Indemnitors recognize that bonds may be a necessary and desirable adjunct to the
business done and to be done by Principal that will directly benefit Indemnitors and desire to
accommodate the financial, security, indemnity, exoneration, and other requirements of Surety as an
inducement to Surety to become surety upon obligations of Principal, and have therefore agreed to
be bound by this Agreement and have agreed to exercise their best efforts to permit and require any
Indemnitor to honor and perform all of the applicable terms of this Agreement and the other Surety
Credit Documents;



      WHEREAS, each of Indemnitors has determined that execution, delivery, and performance of this
Agreement by Indemnitors will inure directly to the benefit of Indemnitors and is in the best
interest of Indemnitors;



      WHEREAS, upon the express condition that this Agreement be executed, Surety has executed or
procured or will execute or procure the execution of the Bonds, and Surety may continue previously
executed Bonds and may forbear cancellation of such Bonds in Surety’s sole and absolute discretion
but only to the extent provided for in such Bonds or permitted by law; and



      WHEREAS, Surety has agreed to act as surety or procure surety bonds for Principal, subject to
the understanding of the parties that Surety is under no obligation to act as surety for every bond
of Principal, and that Principal is under no obligation to obtain bonds from Surety.



      NOW, THEREFORE, in consideration of the mutual agreements set forth herein, the parties agree
and bind ourselves, and our respective successors and assigns, jointly and severally (except as
herein provided otherwise), as follows:



      1. Definitions. For the purposes of this Agreement, the following terms will have the
meanings listed below:



 








 





      “Accounts” means and includes all of Indemnitors’ now owned or hereafter acquired accounts (as
defined in the UCC) and (whether included in such definition) accounts receivable, and proceeds,
including without limitation, all insurance proceeds, proceeds of any letter of credit on which any
Indemnitor is a beneficiary, but only to the extent such accounts, accounts receivable, and
proceeds arise pursuant to a Bonded Contract, including, but not limited to Retainage, and all
forms of obligations whatsoever owing to any Indemnitor under instruments and documents of title
constituting the foregoing or proceeds thereof; and all rights, securities, and guarantees with
respect to each of the foregoing. In no event shall “Accounts” or the proceeds thereof include
accounts, accounts receivable, contract rights, insurance proceeds, or proceeds of any letter of
credit of which any Indemnitor is a beneficiary to the extent such assets arise from contracts
other than “Bonded Contracts.”



      “Affiliate” means, with respect to any Person, any other Person or group acting in concert
with respect of such Person that, directly or indirectly, through one or more intermediaries,
controls, or is controlled by, or is under the common control with such Person. For purposes of
this definition, “control” (including, with correlative meanings, the terms “controlled by” and
“under common control with”), as used with respect to any Person or group of Persons, means the
possession, directly or indirectly, of the power to direct or cause the direction of management and
policies of such Person, whether through the ownership of voting securities or by contract or
otherwise. Each of Indemnitors is an Affiliate of each other of Indemnitors. None of Indemnitors
is an Affiliate of Surety.



      “Agreement” or “this Agreement” means this Underwriting, Continuing Indemnity and Security
Agreement as it may be amended, modified or supplemented from time to time.



      “Bank Credit Document” means and includes that certain Credit Agreement, dated as of December
19, 2003, among Quanta Services, Inc., as borrower, certain Subsidiaries and Affiliates of the
borrower as the guarantors, the lenders from time to time party thereto and Bank of America, N.A.,
as administrative agent for the lenders, together with all other loan documents, agreements,
hedging agreements, bank product, or treasury management agreements and other instruments entered
into or delivered in connection therewith (including, without limitation, any and all security
agreements, pledge agreements, letters of credit, notes and other collateral documents of any
nature), as amended, modified, supplemented and extended from time to time, and any renewals,
restatements or replacements of any of the foregoing.



      “Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and
hereafter in effect, or successor statute.



      “Bonded Contract” means any existing or future contract in respect of which any Bond is issued
on behalf of any Principal or Island Mechanical, Hawaii.



      “Bonded Contract Balances” means all payments made, or to be made, to or on behalf of any
Principal pursuant to or arising out of any Bonded Contract, including, without limitation, whether
earned and unpaid or to be earned, Retainage, increases in contract amounts and payments made, or
to be made, as a result of affirmative claims, including, but not limited to, claims against
Obligees, design professionals (including, but not limited to architects and



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engineers), certified public accountants, subcontractors, laborers, materialmen, and against any of
their sureties, including, without limitation, changed condition claims or wrongful termination
claims.




      “Bonds” means any surety agreements, undertakings, or instruments of guarantee signed by
Surety on behalf of any Principal, Island Mechanical, Hawaii, or Foreign Subsidiary, whether
executed before or after the execution of this Agreement.



      “Collateral” means the Bonded Contracts and other collateral described in Section 6.



      “Debt” means, as of any applicable date of determination and as to any Person, without
duplication, all items of indebtedness, obligation, or liability of such Person, whether matured or
unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, joint or
several, that would be classified and presented as a liability on a balance sheet prepared in
accordance with GAAP.



      “Default Rate” means on each day of its determination the prime rate reflected in the Money
Rates section of The Wall Street Journal plus two percent (2%).



      “Domestic Subsidiary” means any Subsidiary of Quanta Services, Inc. that is organized under
the laws of any political subdivision of the United States.



      “Equipment” means all of Indemnitors now owned or hereafter acquired right, title, and
interest with respect to equipment (as defined in the UCC) and (whether or not included in such
definition) all tangible property including all retail store, storage, office, computer, or
facility equipment and other retail, manufacturing, and research items, computer hardware, all
vehicles, goods, machinery, chattels, tools, dies, machine tools, furniture, furnishing, fixtures,
and supplies, of every nature, wherever located, all additions, accessories, and improvements
thereto and substitutions therefor and all accessories, parts, and equipment which may be attached
to or which are necessary for the operation and use of such personal property or fixtures, whether
or not the same will be deemed to be affixed to, arise out of, or relate to any real property,
together with all accessions thereto. For avoidance of doubt, “Equipment” is not intended to and
does not include any Licensed Property.



      “Event of Default” means any one or more of the following:



      (a) Principal, Indemnitors, or any of them have failed or refused in a material respect to
perform any obligation under this Agreement or any other Surety Credit Document on its part to be
performed in accordance with the terms of this Agreement or any applicable Surety Credit Document;
provided, however, the foregoing will not be deemed an Event of Default hereunder if such failure
or refusal is curable and such cure is effected within ten (10) days following the earlier of (i)
receipt by Indemnitors of notice from Surety of any such failure or refusal, or (ii) knowledge by
Indemnitors of the occurrence of any such failure or refusal; or



      (b) any representation or warranty made or deemed made by any Indemnitor in this Agreement or
any other Surety Credit Document, or which is contained in any certificate,



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document, opinion, or financial or other statement furnished under or in connection with any
Surety Credit Document, proves to have been incorrect in a material respect on or as of the date
made or deemed made; provided, however, Principal will have the right to cure an Event of Default
under this item (b) by delivering to Surety cash or a letter of credit in a form and issued by a
financial institution acceptable to Surety in its sole and absolute discretion (it being agreed
that the form and issuer of the Letter of Credit referred to in Section 5 will be acceptable to
Surety) in an amount designated by Surety, in its sole and absolute discretion, within ten (10)
days of written demand having been made by Surety for such delivery. In the event that Surety
determines it is obligated to discharge any performance Bond claim before making such demand (or
the expiration of such ten (10) day period), said action will not operate as a defense to Surety’s
rights under this Agreement; provided further, however, that such action by Surety will not result
in an Event of Default under this Agreement if Indemnitors fully indemnify Surety within ten (10)
days of receipt of any demand by Surety for such indemnification; or




      (c) with respect to a Bond issued for an Obligee, (i) an Obligee under a Bonded Contract has
declared any Principal or Island Mechanical, Hawaii to be in default under such Bonded Contract
and such Principal or Island Mechanical, Hawaii has failed to cure such default within any cure
period provided in such Bonded Contract or (ii) any Principal or Island Mechanical, Hawaii has
acknowledged its default under any Bonded Contract irrespective of whether such Principal or
Island Mechanical, Hawaii is actually in default of the Bonded Contract. It will be no defense to
the enforcement of this Agreement by Surety that any Principal or Island Mechanical, Hawaii
asserts that it is not in default under the Bonded Contract; or



      (d) Surety incurs any Surety Loss (excluding items payable pursuant to paragraph (b) of the
definition of Surety Loss and other attorneys fees and similar fees and professional fees incurred
in the ordinary course of business that are promptly reimbursed to Surety by Indemnitors);
provided, however, Principal will have the right to cure an Event of Default under this item (d) by
delivering to Surety cash or a letter of credit in a form and issued by a financial institution
acceptable to Surety in its sole and absolute discretion (it being agreed that the form and issuer
of the Letter of Credit referred to in Section 5 will be acceptable to Surety) in an amount
designated by Surety, in its sole and absolute discretion, within ten (10) days of written demand
having been made by Surety for such delivery; or



      (e) if Surety establishes a Reserve in any amount to cover any anticipated or actual loss on
any Bond; provided, however, Principal and Indemnitors will have the right to cure any such Event
of Default under this item (e) by delivering to Surety cash in an amount equal to such Reserve so
established (which amount Surety will specify to Indemnitors by written notice in reasonable
detail) within ten (10) days of such written notice having been made by Surety; or



      (f) any Principal or Island Mechanical, Hawaii has failed or refused to pay when due or is
unable to pay when due claims, bills, or other Debt incurred in, or in connection with, the
performance of any Bonded Contract, and Principal or Island Mechanical, Hawaii has failed to
deliver to Surety an amount sufficient to discharge any claim or demand made against Surety with
respect to such Bond within ten (10) days of written demand having been duly made on Indemnitors by
Surety in respect of such claim or demand. In the event that Surety determines it is obligated to



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discharge any Bond claim before the foregoing demand by Surety is made on Indemnitors, said action
will not operate as a defense against any of Surety’s rights under this Agreement; provided,
however, that such action by Surety will not result in an Event of Default under this Agreement if
Indemnitors fully indemnify Surety within ten (10) days of receipt of any demand by Surety for
indemnification in respect of all such amounts incurred in respect of such action; or




      (g) Principal defaults under any banking facility or other credit agreement to which Principal
is a party in respect of any Debt having an aggregate principal amount of more than Two Million
Dollars ($2,000,000) which results in (i) acceleration of the Debt thereunder, (ii) the foreclosure
or notice of foreclosure by the lenders thereunder or applicable agent on behalf of such lenders of
the collateral that secures such Debt thereunder; or (iii) such lenders otherwise materially
limiting the availability of the credit facility for the business operations of Principal; or



      (h) the commencement of proceedings in bankruptcy, or for reorganization of any Principal or
Indemnitors, or for the readjustment of Debt of any Principal or Indemnitors, in each case under
the Bankruptcy Code, or any part thereof, or under any other laws, whether state or federal, for
the relief of debtors, now or hereafter existing, by or against any Principal or Indemnitors and
any such proceedings commenced against any Principal or Indemnitors are not dismissed, discharged,
or stayed within sixty (60) days of filing; or



      (i) the appointment of a receiver or trustee for any Principal or Indemnitors or for any
substantial part of their assets, or the institution by a Person other than any Principal or any
Indemnitor or any Person acting on their behalf of any proceedings for the dissolution or the full
or partial liquidation of any Principal or Indemnitors and such proceedings are not dismissed,
discharged, or stayed within sixty (60) days of filing, or any of Principal or Quanta Services,
Inc. will discontinue their business or materially change the nature of their business; provided,
however, that no Event of Default will occur pursuant to this item (i) as a result of any
discontinuance of or change in the business of any Indemnitor (other than Quanta Services, Inc.)
occurring in connection with any transaction solely between or among any Indemnitors; or



      (j) any of Principal or any Indemnitor allows a judgment creditor to obtain possession of any
of the Collateral by any means, including, but without limitation, levy, distraint, replevin, or
self-help, and such possession continues for five (5) days after written notice thereof to
Principal and Indemnitors from Surety; provided, however, Principal will have the right to cure an
Event of Default under this item (j) by delivering to Surety cash in an amount designated by
Surety, in its sole and absolute discretion, within ten (10) days of written demand having been
made by Surety for such delivery.



      “Foreign Subsidiary” means any Subsidiary of Quanta Services, Inc. that is not a Domestic
Subsidiary.



      “GAAP” means generally accepted accounting principles in the United States of America, as set
forth in the opinions and pronouncements of the Accounting Principles Board and the American
Institute of Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board, consistently applied.



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      “Identified Equipment” means, whether owned or leased, any and all (i) boom-mountable robotic
arms and (ii) if one or more Bonds is in effect for the benefit of H.L. Chapman Pipeline
Construction, Inc., such company’s following rock trenching equipment: (a) Astec Model 3000SM
surface miner (two units); (b) Trencor Model 1860HD trencher (two units); and (c) Trencor Model
1760HD trencher (two units).



      “Indebtedness” means, without duplication, any and all 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, in accordance with their terms.



      “Indemnitors” means Quanta Services, Inc., a Delaware corporation, and Principal. In
addition, any parent of Principal (exclusive of any Joint Venture) and any other Person that owns
an equity interest in Principal (exclusive of any Joint Venture), their successors and assigns,
will be deemed to be an Indemnitor under this Agreement. Thereafter, said parent of Principal
(exclusive of any Joint Venture) and any other Person that owns an equity interest in Principal
(exclusive of any Joint Venture), their successors and assigns, will be deemed to be an Indemnitor
hereunder as though they were original signatories hereto. Notwithstanding the foregoing or
anything in this Agreement or any or any other Surety Credit Document to the contrary, in no event
will any parent, shareholder, or other equity holder of any nature in Quanta Services, Inc. be or
be deemed to be an Indemnitor for any purpose under this Agreement. The exclusion of any parent,
shareholder, or other equity holder of Quanta Services, Inc. as an Indemnitor for the purposes of
this Agreement will not limit the indemnity obligations of any parent, shareholder, or other equity
holder as may be agreed by any such parent, shareholder, or other equity holder in any agreement
entered into by any such parent, shareholder, or other equity holder. Notwithstanding the
foregoing or anything in this Agreement or any other Surety Credit Document (exclusive of any
Surety Credit Document executed by any Foreign Subsidiary or Joint Venture) to the contrary, in no
event will any Foreign Subsidiary or Joint Venture be an Indemnitor. The exclusion of Foreign
Subsidiaries and Joint Ventures as Indemnitors for the purposes of this Agreement will not limit
the indemnity obligations of any Foreign Subsidiary or any Joint Venture as may be agreed to by
such Foreign Subsidiary or such Joint Venture in any agreement entered into by such Foreign
Subsidiary or such Joint Venture.



      “Indemnity Agreement” means that certain General Agreement of Indemnity dated December 2,
1999, executed by Quanta Services, Inc., on its behalf and on behalf of any of its subsidiaries or
on behalf of any subsidiary of a subsidiary or successive subsidiaries, direct or indirect, now
existing or hereafter created, in favor of Surety.



      “Inventory” means and includes all of Indemnitors’ now owned and hereafter acquired inventory,
including, without limitation, goods, merchandise, and other personal property furnished under any
contract of service, Bonded Contract, or intended for sale or lease, all raw materials, work in
process, finished goods and materials, and supplies of any kind, nature, or description used or
consumed in Indemnitors’ business or used in connection with the manufacture, packaging, shipping,
advertising, selling, or finishing of such goods, merchandise, and other personal property, all
returned or repossessed goods now, or hereafter, in the possession or under the control of Indemnitor or Surety, and all documents of title or documents
representing the same.



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      “Joint Venture” means any Person in which (i) one or more other Persons of the type described
in clauses (i), (ii), (iii), or (iv) of the definition of “Principal” has an equity or other
ownership or income participation interest equal to or greater than twenty-five percent (25%) of
the total such interest outstanding and (ii) one or more other Persons which are not Affiliates of
the Persons described in clause (i) above have an equity or other ownership or income participation
interest.



      “Licensed Property” means all proprietary systems or software, or any other assets of a
similar nature which are employed by Principals in performing the contractual Work that is
required by the Bonded Contracts and/or the Bonds; any and all inventions, designs, patents, patent
applications, trademarks, trademark applications, trade names, trade secrets, registrations,
copyrights, licenses, franchises, customer lists, and any associated goodwill that is required for
the completion of any Bonded Contract and/or the fulfillment of any of Surety’s obligations under
the Bonds.



      “Lien” means any mortgage, deed of trust, pledge, security interest, hypothecation,
assignment, deposit arrangement to assure payment of any debt, encumbrance, lien (statutory or
other), or preference, priority, or other security agreement, or preferential arrangement to assure
payment of any debt, charge, or encumbrance of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement, any financing lease having
substantially the same economic effect as any of the foregoing, and the filing of any financing
statement under the UCC or comparable law of any jurisdiction to evidencing any of the foregoing).



      “Material Adverse Effect” means, relative to any occurrence of whatever nature (including the
adverse determination in any litigation, arbitration, or governmental investigation or proceeding),
(a) a material adverse effect on the financial condition, business, or business operations of
Principal and Indemnitors and their Subsidiaries taken as a whole, or (b) a material impairment of
the collective ability of Principal and Indemnitors taken as a whole to satisfy their respective
obligations to Surety under the Surety Credit Documents, or (c) a material adverse effect upon the
enforceability against Principal and Indemnitors of Surety’s security interest in the Collateral.



      “Obligee” means any named party or parties appearing on any Bond(s) in whose favor the Bond(s)
are issued, or such parties’ successors and permitted assigns.



      “Permitted Liens” means:



      (a) Liens for taxes, assessments, or governmental charges not yet past due or that are being
contested in good faith by appropriate proceedings and for which adequate reserves have been
established in accordance with GAAP;



      (b) mechanics’, workmen’s, materialmen’s and repairmen’s Liens or other Liens arising by
operation of law in the ordinary course of business, or pursuant to customary



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reservations or retentions of title arising in the ordinary course of business, of any Indemnitor
securing obligations that are not past due, unless contested in good faith by appropriate
proceedings or, if past due, are unfiled and no other action has been taken to enforce the same;




      (c) any Lien granted on their assets by Indemnitors to Surety to secure the payment of Surety
Loss;



      (d) Liens in connection with workers’ compensation, unemployment insurance or other social
security, old age pension or public liability obligations not yet due or which are being contested
in good faith by appropriate proceedings and for which adequate reserves are maintained in
accordance with GAAP;



      (e) statutory Liens of landlords, and Liens of carriers, warehousemen or suppliers, or other
similar possessory Liens arising in the ordinary course of business; provided, that, the holder of
such possessory Lien does not exercise any foreclosure right to enforce its Lien;



      (f) deposits securing, or in lieu of, any surety, appeal, or custom bonds in proceedings to
which any Indemnitor is a party, bids, trade contracts and leases, statutory obligations,
performance bonds and other obligations of a like nature, and Liens securing judgments for the
payment of money (or appeal or other surety bonds relating to such judgments);



      (g) Liens existing on the date hereof and any renewals and extensions thereof which Liens are
described on the attached Exhibit B and any replacement, refinancing, renewal, or extension
of any such Lien in the same property theretofore subject arising out of the extension, renewal,
replacement, or refinancing of the Debt secured thereby;



      (h) common law rights of offset and contractual rights of offset arising in the ordinary
course of business;



      (i) any common law security interest of a surety in the actual proceeds of a project subject
to the underlying bond provided by such surety;



      (j) any other Liens pursuant to any Surety Credit Document;



      (k) provided that any such Lien is subject to an intercreditor agreement of the type described
in Section 3 (c) to which Surety (or its successors and assigns) is a party, Liens securing either
Principal’s and/or Indemnitors’ (including without limitation, any combination of the foregoing)
senior facilities, as amended, modified, restated, refinanced, or supplemented from time to time;



      (l) normal and customary rights of setoff upon deposits of cash in favor of banks or other
depository institutions;



      (m) Liens of a collection bank arising under Section 4-210 of the UCC on items in the course
of collection;



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      (n) Liens of sellers of goods to Principal or any Indemnitor arising under Article 2 of the
UCC or similar provisions of applicable law in the ordinary course of business, covering only the
goods sold and securing only the unpaid purchase price for such goods and related expenses;



      (o) provided that any such Lien is subject to an intercreditor agreement of the type described
in Section 3 (c), any Liens pursuant to any Bank Credit Document;



      (p) purchase money security interest Liens arising under Article 9 of the UCC or similar
provisions of applicable law in the ordinary course of business, covering only the goods purchased
and securing only the unpaid purchase price for such goods and related expenses, which are not past
due;



      (q) any interest of title of a lessor under, and Liens arising from UCC financing statements
(or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases
or short term rentals not prohibited by this Agreement; and



      (r) leases or subleases granted to others not interfering in any material respect with the
business of Principal or any Indemnitor.



      “Person” means any individual or entity, whether a trustee, corporation, partnership, joint
stock company, unincorporated organization, business association or firm, joint venture, a
government or any agent or instrumentality or political subdivision thereof.



      “Principal” means (i) Quanta Services, Inc., a Delaware corporation, (ii) those of its
Domestic Subsidiaries listed on Exhibit A, (iii) any other Domestic Subsidiaries of Quanta
Services, Inc. for whom Surety executes Bonds, (iv) any new Principal added to this Agreement by
rider as provided in Section 52, and (v) any Joint Ventures in which one or more of them are
involved (A) that is listed on Exhibit A, (B) for which a Bond is outstanding or (C) for
which a Bond is requested by Indemnitors, in each case in their respective capacity as a named
principal under any Bond, but in all events excluding any Foreign Subsidiaries; provided, however,
that a Joint Venture will not be considered a Principal for purposes (or application) of Section 5
and Section 6 of this Agreement; provided further, however, that notwithstanding anything herein to
the contrary, Island Mechanical, Hawaii, a Hawaii general partnership (“Island Mechanical,
Hawaii”), shall not be or be deemed to be a Principal.



      “Records” means correspondence, memoranda, tapes, books, discs, papers, magnetic storage, and
other documents or information of any type, whether expressed in ordinary or machine language
relating to any Bonded Contract or Collateral.



      “Reserve” means a sum of money that may be set aside by Surety to pay its present and future
liabilities under Bonds as required by statute.



      “Retainage” means contract proceeds periodically withheld by an Obligee to provide further
security for Principal’s or Island Mechanical, Hawaii performance of a Bonded Contract,



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and as such are payable to Principal or Island Mechanical, Hawaii only upon a clear demonstration
of compliance with the terms of the Bonded Contract.




      “Subsidiaries” means, with respect to any Person, any corporations, partnerships, or other
entities wherein such Person owns or acquires, directly or indirectly, more than fifty percent
(50%) of the issued and outstanding voting stock, voting securities, or other equity interest of
such corporation, partnership, or other entity, or any other corporation, partnership or other
entity the management of which is otherwise controlled, directly or indirectly, through one or more
intermediaries, or both, by any such Person.



      “Surety” means Federal Insurance Company, an Indiana corporation, its Affiliates and
Subsidiaries and any other companies writing Bonds for which this Agreement is consideration (and
other companies from whom Surety procures Bonds for Principal), and their co-sureties and
reinsurors, and their respective successors and permitted assigns.



      “Surety Credit Documents” means the following: (i) the Bonds; (ii) the Indemnity Agreement;
(iii) this Agreement; (iv) UCC Financing Statements listing any of Indemnitors as debtor and
Surety as secured party; (v) any intercreditor agreement by and between Surety and any banking
institution party to a credit agreement or facility with any Indemnitor relating to such credit
agreement or facility; (vi) any collateral agreement entered into by Surety and any collateral
agent named therein in accordance with Section 33; (vii) any indemnity agreement or other agreement
executed by any Foreign Subsidiary with respect to any Bond and/or for the benefit of Surety;
(viii) any confidentiality agreement entered into between Surety or any Affiliate of Surety and an
Indemnitor; and (ix) all amendments, modifications, extensions, additions, substitutions, or other
documents hereafter executed or delivered by any of Indemnitors or any Foreign Subsidiary, which
relate to any of the foregoing documents.



      “Surety Loss” means, without duplication:



      (a) all damages, costs, reasonable attorney fees, and liabilities (including all reasonable
expenses incurred in connection therewith) which Surety actually incurs by reason of executing or
procuring the execution of any surety agreements, undertakings, or instrument of guarantee signed
by Surety on behalf of (i) any Principal or Island Mechanical, Hawaii and (ii) if requested by any
Indemnitor, any Affiliates and Subsidiaries of Quanta Services, Inc., and/or Bonds which may be
already or hereafter executed on behalf of any Principal and/or any Foreign Subsidiary, or renewal
or continuation thereof; or which Surety actually incurs by reason of making any investigation on
account thereof, prosecuting or defending any action in connection therewith, obtaining a release,
recovering, or attempting to recover any salvage in connection therewith or enforcing by litigation
or otherwise any of the provisions of this Agreement, including, but not limited to:



          (1) money judgments, amounts paid in settlement or compromise, the full amount of reasonable
attorney and other professional fees incurred or paid by Surety, including without limitation
reasonably allocated costs of in-house counsel (to the extent reasonably documented), accountants,
and engineers, court costs and fees, and interest at the Default Rate on all sums due it from the date of Surety’s demand for said sums (to the extent then due), if
interest has been awarded by a court;



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          (2) any loss which Surety actually incurs as a result of any Bonded Contract or any Bonds, whether
that loss results from any activity of any Principal, Island Mechanical, Hawaii and/or any Foreign
Subsidiary individually or as part of a joint venture, partnership, or other entity which has been
or may be formed in which Principal or any Foreign Subsidiary is involved;



          (3) any loss which Surety actually incurs as a result of any actions taken by Surety upon
information provided by any Indemnitor, Island Mechanical, Hawaii and/or any Foreign Subsidiary
with respect to the issuance of any Bonds;



          (4) any Bond premiums due from Principal, Island Mechanical, Hawaii and/or any Foreign Subsidiary
to Surety;



          (5) any amounts that have been paid to Surety to be applied to Surety Loss that a court of
competent jurisdiction determines constitute “preferences,” within the meaning of Section 547 of
the Bankruptcy Code, and by reason thereof Surety is required to disgorge said amounts paid; and



      (b) reasonable legal, accounting, consulting, and related fees and expenses incurred after
January 15, 2005, in connection with the Bonds, the Surety Credit Documents, and/or any application
or submission by any of Indemnitors and/or any Foreign Subsidiary for the issuance of any Bond or
renewal of any existing Bond, whether or not Surety decides to issue said Bond. Notwithstanding
the foregoing, Indemnitors will be required to reimburse Surety for one hundred percent (100%) of
any filing fees and recording taxes incurred by Surety to perfect and continue Surety’s security
interest in the Collateral regardless of when those fees are incurred.



      “UCC” means the Uniform Commercial Code as in effect on the date hereof in New York, as it may
be amended from time-to-time provided that if by reason of mandatory provisions of law, the
perfection or the effect of perfection or non-perfection of a security interest in any Collateral
is governed by any state other than New York, “UCC” means the Uniform Commercial Code as in effect
in such other jurisdiction for purposes of the provisions hereof relating to such perfection or
effect of perfection or non-perfection.



      “Work” means the specialized contracting services, including but not limited to design,
construction, maintenance, installation and repair of network infrastructures for electric power,
telecommunications, broadband cable and gas pipelines systems, as the case may be, required of any
Principal, Island Mechanical, Hawaii, or Indemnitor by any Bonded Contract, whether completed or
partially completed, and includes all other labor, materials, equipment, and services provided or
to be provided by any Indemnitor, Island Mechanical, Hawaii, or Principal to fulfill such
Principal’s, Island Mechanical, Hawaii’s, or Indemnitor’s obligations pursuant to such Bonded
Contract.



11








 





      Any collective defined term and any defined term used in the plural will be taken to encompass
individually and collectively all members of the relevant class. Any defined term used in the
singular preceded by “any” will be taken to indicate any number of the members of the relevant
class. Any defined term used in the singular and preceded by the word “each” will indicate all
members of the relevant class, individually.



      2. Due Diligence Items Required to be Delivered by Indemnitors. Indemnitors will deliver
to Surety each of the following, in form and substance satisfactory to Surety and its counsel:



          (a) Favorable opinions of both outside and in-house counsel to Principal and Indemnitors
substantially in the form attached hereto as Exhibit C.



          (b) an officer’s certificate of each of Indemnitors certifying appropriate resolutions
authorizing the execution, delivery, and performance of the applicable Surety Credit Documents,
certifying that such resolutions have been approved in accordance with each of Indemnitors’
governing documents along with copies of such governing documents, and certifying incumbencies and
true signatures of the officers so authorized;



          (c) evidence of the good standing of each of Indemnitors in the jurisdiction in which such
Indemnitor is formed; and



          (d) such other information and documents as may reasonably be required by Surety.



      Principal has paid Surety one-sixth of a One Hundred Fifty Thousand Dollar ($150,000) facility
fee, or Twenty-Five Thousand Dollars ($25,000). Contemporaneously with the execution of this
Agreement, Principal will pay Surety the remaining portion of the facility fee due in the amount of
One Hundred Twenty-Five Thousand Dollars ($125,000) and once the facility fee has been paid in
full, Surety will provide Principal a written receipt evidencing payment in full of such facility
fee. The delivery of said facility fee will not reduce Surety Loss, or otherwise affect Surety’s
rights under the Indemnity Agreement or any other of the Surety Credit Documents.



      3. Bonds; Conditions Precedent to all Bonds. Subject to the terms of this Agreement, and
so long as no Event of Default has occurred and is continuing, Surety is willing to consider the
extension of additional surety credit for the purposes set out in this Agreement. Surety reserves
the right to decline to execute any and all bonds, in Surety’s sole and absolute discretion, and if
Surety executes any Bond, Surety will not be obligated to expand or renew any such Bond. No claim
will be made, nor any cause of action asserted against Surety as a consequence of its failure to
execute any bond(s). Whether to approve or disapprove any application of any Principal or Foreign
Subsidiary for surety credit and issue bonds in response thereto will be determined on a case by
case basis and is within Surety’s sole and absolute discretion. Without limiting the generality of
the foregoing, Indemnitors specifically acknowledge and confirm Surety’s right to decline execution
of any bond, or all bonds, as set forth in this Agreement.



12








 





      Without limiting the generality of the foregoing, the determination of Surety in its sole and
absolute discretion, to issue any Bond will be subject to the further conditions precedent that on
the date of such issuance each of the following conditions will be satisfied, in the sole and
absolute discretion of Surety:



          (a) The following statements will be true and, by its request for the issuance of such Bond,
Indemnitors will be deemed to have certified to Surety that as of the date of such issuance:



                    (1) the representations and warranties contained in this Agreement and the Surety Credit
Documents are correct in all material respects on and as of the date of such issuance as though
made on and as of such date, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are true and correct as of such earlier
date; and



                    (2) no Event of Default has occurred and is continuing, or would result from the issuance of
such Bond.



          (b) Surety will have received such other approvals, opinions, or documents as Surety may
reasonably request.



          (c) Any banking or other financial institutions that have any interest in the Collateral will
have entered into an intercreditor agreement with Surety which will address: (i) Surety’s first
priority security interest in the Collateral; and (ii) Surety’s rights of equitable subrogation
with respect to all Bonds and Bonded Contracts.



          (d) Any request for a Bond will contemplate any of Indemnitors or a Foreign Subsidiary being
named as the principal.



          (e) Subject to Permitted Liens and except as otherwise permitted by intercreditor agreements
that are in effect from time to time with Surety, Surety will be the holder of a first priority
security interest in the Collateral.



      4. Indemnity; Exoneration. Quanta Services, Inc. has full right and authority to execute
any and all current or future documents and/or amendments on behalf of any Principals and
Indemnitors without requiring the separate signature of any such Principal and Indemnitors.
Although execution will not be necessary to bind any such Person as an Indemnitor hereunder, at the
request of Surety, Indemnitors will cause any such Person to execute this Agreement. Said Domestic
Subsidiaries and such other Person will be deemed to be an Indemnitor hereunder as though they were
original signatories hereto. Indemnitors agree to indemnify, and keep indemnified, and hold and
save harmless Surety against all Surety Loss. The duty of Indemnitors to indemnify Surety is a
continuing duty, separate from the duty to exonerate, and survives any payments made in exoneration
of Surety. Amounts due Surety (together with interest at the Default Rate) will be payable upon
written demand.



13








 





      Indemnitors recognize and acknowledge the common law right of Surety to be exonerated by
Indemnitors. Upon a Surety Loss, in the event Indemnitors fail or refuse to exonerate Surety upon
written demand, all Indemnitors agree, upon demand by Surety, to exonerate Surety from Surety Loss,
by satisfying Indemnitors’ obligations under the Bonded Contracts and obtaining either a withdrawal
of all claims against Surety under the Bonds or a general release.



      Notwithstanding anything in this Agreement or any other Surety Credit Document (exclusive of
any Surety Credit Document executed by any Foreign Subsidiary) to the contrary, no Foreign
Subsidiary will be liable under this Agreement for, or obligated to indemnify Surety or hold Surety
harmless from or against, any Surety Loss or any other amount except, with respect to a Bond
executed or procured by Surety for a specific Foreign Subsidiary in its capacity as a named
principal under such Bond, for such amounts described in subsection (a) of the definition of Surety
Loss for which such Foreign Subsidiary is expressly obligated pursuant to such Bond. The forgoing
will not limit the indemnity obligations of any Foreign Subsidiary as may be agreed to by such
Foreign Subsidiary in any agreement entered into by such Foreign Subsidiary.



      5. Security Interest; Obligation Secured. To secure payment or other performance of any
and all 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, Indemnitors hereby grant to
Surety a first priority (subject to Permitted Liens) security interest in the Collateral. The
security interest created herein will attach without the execution or delivery to Surety of any
instruments, documents, assignments, or other agreements of transfer, and in the event any such
instruments, documents, or other agreements of transfer are or will be delivered to Surety, the
same are and will be in furtherance of and in addition to the security interest created by virtue
of this Agreement. As additional security for any and all Surety Loss, Indemnitors have caused to
be delivered to Surety and named Surety as the beneficiary of that certain Letter of Credit No.
3064365 dated July 14, 2004, issued by Bank of America in the face amount of Ten Million Dollars
($10,000,000).



      Except as herein provided otherwise, Indemnitors will at all times keep Surety’s security
interest properly perfected and hereby designate Surety and any collateral agent that may be
designated by Surety pursuant to Section 33 as their attorney in fact to do any acts or deeds or
execute such documents reasonably appropriate to accomplish said perfection. Said designation will
be irrevocable as long as any obligation of any of Indemnitors to Surety under this Agreement
and/or any of the Surety Credit Documents is outstanding. Surety agrees that it will not and will
cause its agents not to, process notices of assignment or any other documentation under the
Contract Disputes Act, 41 U.S.C. §601, et. seq. and/or the Federal Acquisition Regulations unless
an Event of Default has occurred, or the agent for the lenders under the Bank Credit Documents
requests Surety to perfect, or any other Person has taken any action to perfect, an assignment or
Lien with respect to any Bonded Contracts or other Collateral that is subject to the Contract
Disputes Act, 41 U.S.C. §601, et. seq. and/or any Federal Acquisition Regulations.



      The right is expressly granted to Surety, at Surety’s reasonable discretion, to file in those
jurisdictions where the same is permitted, one or more financing statements under the UCC and
indicating therein the types or describing the items of the Collateral. Without the prior written



14








 




consent of Surety, none of Indemnitors will, after the date hereof, file or authorize or
permit to be filed in any jurisdiction any financing or like statement relating to the Collateral
other than filings of or relating to Permitted Liens. Surety’s security interest will be first and
prior to any other Liens on the Collateral except for Permitted Liens. Surety reserves all rights
to contest the validity or priority of any Lien.




      If any Accounts constituting Collateral should be evidenced by promissory notes, trade
acceptances, or other instruments for the payment of money, Indemnitors promptly will deliver the
same to Surety appropriately endorsed to the order of Surety. Regardless of the form of each
endorsement, Indemnitors hereby waive presentment, demand, notice of dishonor, protest, and notice
of protest, and all other notices with respect thereto, except as required by this Agreement.



      At any time, and at reasonable intervals, upon the request of Surety and subject to the
Permitted Liens, Indemnitors will: (a) give, execute, deliver, file, and/or record any notice,
statement, instrument, document, agreement, or other papers that may be necessary or desirable, or
that Surety and/or any collateral agent designated by it pursuant to Section 33 may reasonably
request in order to create, preserve, perfect, or validate any security interest granted herein or
to enable Surety and/or such collateral agent to exercise and enforce its rights hereunder or with
respect to such security interest; and (b) permit Surety or Surety’s representatives, upon advance
written notice and, at reasonable intervals during normal business hours, to inspect and make
abstracts from any of Indemnitors’ books and records pertaining to the Collateral.



      Upon the Indebtedness being paid and satisfied in full (including, but not limited to, the
expiration of any time period for which any latent defect or warrant claim could be made), Surety
will, with reasonable promptness, execute all necessary documents and file same in every
jurisdiction in which the security agreement or any Surety Credit Document was filed to effectuate
a termination of said security agreement and all Liens evidenced thereby.



      6. Description of Collateral; Licensed Property. Collateral includes all amounts that may
be owing from time to time by Surety to any Indemnitor in any capacity, including, but without
limitation, any balance or share belonging to any Indemnitor of any deposit or other account with
Surety (this Lien and security interest will be independent of any right of setoff which Surety may
have); all rights of any Principal to any distribution, right to distribution, or other similar
interest in connection with or on account of any Bond signed by Surety on behalf of any Joint
Venture; all of any Principal or Indemnitor’s right, title, and interest in and to all Bonded
Contracts; Accounts; all rights of any Principal that is a Joint Venture to any distributions from
any Person that is a party to or has an interest in any Bonded Contract with respect to such Bonded
Contract (whether such Principal is the named Principal in such Bonded Contract); all claims,
rights, and chooses in action against any Obligee on any Bond or against any other Person in either
case on account of any Bond or Bonded Contract; Bonded Contract Balances; to the extent assignable
(provided, that, any such prohibition on assignment would not be rendered ineffective pursuant to
Article 9 of the UCC, including, without limitation Section 9-406 and 9-408 of the UCC, or any
successor provisions and further, provided, that, any such prohibition on assignment has not
otherwise been rendered ineffective, lapsed, or terminated) all rights and actions that any
Indemnitor may have or acquire in any subcontract, purchase order, or other agreement in connection
with any Bonded Contract, and against any subcontract, purchase



15








 




order, or other agreement with any Person furnishing or agreeing to furnish or supply vehicles,
labor, supplies, machinery, or other equipment in connection with or on account of any Bonded
Contract, and against any surety or sureties of any such subcontractor, laborer, or other Person in
connection with such Bonded Contracts; any and all Equipment (exclusive of any Equipment owned by
any Joint Venture) which is specifically purchased for or prefabricated for the Work that is the
subject of any Bonded Contract and/or delivered to the site of such Work to be incorporated into
the Work that is the subject of any Bonded Contract and/or that is required pursuant to the terms
of any Bonded Contract to be transferred to any Obligee on any Bond (or any assignee of such
Obligee or any other owner, or assignee of any owner, of the Work that is the subject of any Bonded
Contract) upon completion or termination of the Work; any and all Inventory which is specifically
purchased for or prefabricated for the Work that is the subject of any Bonded Contract and/or
delivered to the site of such Work to be incorporated into the Work that is the subject of any
Bonded Contract and/or that is required pursuant to the terms of any Bonded Contract to be
transferred to any Obligee on any Bond or any assignees of any such Obligee or any other owner or
assignee of any owner, of the Work that is the subject of the Bonded Contract upon completion or
termination of the Work that is the subject of the Bonded Contract; plans, specifications, and shop
and as built drawings utilized in or necessary to fully perform all obligations and services
required of Principal under the Bonded Contracts; and any and all proceeds and products arising
with respect thereto.




      Anything herein to the contrary notwithstanding, (i) the Collateral is not intended to and
does not include any Licensed Property or any property or assets of any nature of any Foreign
Subsidiary (except solely to the extent that a Foreign Subsidiary executes and delivers an
agreement for the benefit of Surety designating any specified property or assets of such Foreign
Subsidiary as Collateral hereunder), (ii) Indemnitors will remain liable under any contracts and
agreements included in the Collateral, solely to the extent set forth therein, to perform all of
their duties and obligations thereunder to the same extent as if this Agreement had not been
executed, (iii) the exercise by Surety of any of the rights hereunder will not release any
Indemnitor from any of its duties or obligations under the contracts and agreements included in the
Collateral, and (iv) Surety will not have any obligation or liability under any contracts and
agreements included in the Collateral by reason of this Agreement, nor will Surety be obligated to
perform any of the obligations or duties of Indemnitor thereunder or take any action to collect or
enforce any claim for payment assigned hereunder.



      Indemnitors hereby grant to Surety an irrevocable, non-exclusive, royalty-free, and fully
paid-up license and right, until the Indebtedness is paid and satisfied in full and Surety has no
exposure under any Bond, to use the Licensed Property upon the occurrence of and during the
continuance of any Event of Default for the limited purpose of: (i) obtaining bids for the
completion of any Bonded Contract; (ii) taking possession of the Work under any Bonded Contract;
(iii) completing, or consenting to the completion of, any Bonded Contract; and (iv) tendering the
completion of any Bonded Contract to any Obligee that has agreed to accept a tender of completion
of the Bonded Contract.



      7. Representations and Warranties. Indemnitors hereby warrant, covenant, and represent
that:



16








 





          (a) Indemnitors are the exclusive owners of the Collateral and have good and marketable title
to the Collateral and that on the date of this Agreement the Collateral is free of any and all
Liens (excluding Permitted Liens). Neither “Coast to Coast” nor “Cooper’s Coast to Coast Hardware”
referred to as the debtor in UCC-1 Financing Statement Nos. #0009560104, 9932160429 and/or
9925160602 filed with the California Secretary of State is the same entity as Coast to Coast, LLC,
a California limited liability company and Indemnitor hereunder.



          (b) Until such time as all of the Indebtedness has been paid and satisfied in full, none of
Indemnitors will (i) sell, transfer, convey, or assign any of the Collateral without prior written
consent of Surety, except to any other Indemnitor or as contemplated by any Surety Credit Document
(including, without limitation, any transfers contemplated by Section 6 of this Agreement), or (ii)
permit any Lien on the Collateral (other than Permitted Liens).



          (c) [Intentionally Omitted]



          (d) The current jurisdiction of formation as of the date of this Agreement, of each of
Principal and Indemnitors is correctly reflected on the attached Exhibit A. Except as set
forth on Exhibit A hereto, each Indemnitor will notify Surety of any change in said
Indemnitor’s name, or change in form of organization or jurisdiction of formation or organization
thirty (30) days prior to such change.



          (e) Indemnitors are not in default with respect to any of their existing Debt, and the making
and performance of this Agreement and the Surety Credit Documents by Principal and Indemnitors will
not (immediately or with the passage of time, the giving of notice, or both):



                    (i) Violate the charter, bylaws, or other governing document provisions of any Indemnitor, or
violate any applicable laws or result in a default under any contract, agreement, or instrument to
which any of Indemnitors is a party or by which any of Indemnitors or their property is bound,
except for such violations or defaults that would not, individually or in the aggregate, have a
Material Adverse Effect; or



                    (ii) result in the creation or imposition of any Lien upon any assets of any Indemnitor other
than Liens in favor of Surety.



          (f) Indemnitors have the corporate or other power and authority to enter into and perform this
Agreement and the Surety Credit Documents to which they are a party, and to incur the Indebtedness
herein and therein provided for, and have taken all corporate or other action necessary to
authorize the execution, delivery, and performance of this Agreement and such other Surety Credit
Documents.



          (g) This Agreement and each other Surety Credit Document to which Principal and Indemnitors
are a party constitute valid and binding obligations of such Principal and Indemnitors, and are
enforceable against such Principal and such Indemnitors in accordance with their respective terms.



17








 





          (h) Each consent, approval, or authorization of, or filing, registration, or qualification
with, any Person required to be obtained by Indemnitors in connection with the execution and
delivery of this Agreement or the undertaking or performance of any obligation hereunder or
thereunder has been duly obtained, other than any filings to perfect the Liens on the Collateral.



          (i) Indemnitors will promptly pay all of their taxes, assessments, and other governmental
charges prior to the date on which any penalties are attached thereto, establish adequate reserves
for the payment of taxes and assessments and make all required withholding and other tax deposits;
provided, however, that nothing contained in this Agreement will be interpreted to require the
payment of any tax, assessment, or charge so long as its validity is being contested in good faith
(and for which adequate reserves have been established) by appropriate proceedings and as to which
foreclosure and other enforcement proceedings will not have been commenced (unless fully bonded or
otherwise effectively stayed);



          (j) With regard to the rights with respect to the Bonded Contracts in which Indemnitors have
hereby granted Surety a security interest, Indemnitors represent and warrant to Surety:



                    (i) Such rights arise under one or more existing binding written contracts between a Principal
and the other party or parties thereto, or will be evidenced by a binding written contract before
performance thereunder, and do or will represent a bona fide transaction, enforceable in accordance
with its terms;



                    (ii) The title of such Principal to the Bonded Contracts is absolute;



                    (iii) No rights of any Principal under any Bonded Contracts have been transferred to any other
Person except pursuant to Permitted Liens;



                    (iv) Indemnitors have not received any prepayment of amounts due Surety under any Bonded
Contracts;



                    (v) Indemnitors will not, without the prior written consent of Surety, permit any material
amendment, modification, settlement, compromise, or extension to any of the Bonded Contracts if
such modification, compromise, settlement, or extension would adversely affect the interests of
Surety or extend the time of any payment required thereunder; and



                    (vi) To the best of Indemnitors’ knowledge, information, and belief, (A) all parties to any
Bonded Contracts, and other commitments that constitute Collateral and to which any of Indemnitors
are a party, have complied in all material respects with the provisions of such Bonded Contracts
and other commitments; (B) no party is in default in any material respect under any provision
thereof; and (C) no event has occurred which, but for the giving of notice or the passage of time,
or both, would constitute a material default thereunder (it being understood that any event
described in clause (c) (i) of the definition of Event of Default will be deemed to be a material
default).



18








 





          (k) That they have the insurance in force that is usual and customary for those engaged in the
same or similar business of Indemnitors, and that they will maintain said insurance in force with
good and substantial carriers with insurance companies with an A- rating or better. Indemnitors
further agree to furnish Surety, upon request, with the insurance in force and with copies of the
policies of said insurance evidencing the existence of the coverage called for by this Agreement.
Indemnitors will obtain all necessary insurance coverages, including, without limitation, workers’
compensation, liability, and other insurance coverages, in the amounts and as required by the
Bonded Contracts that are the subject of the Bonds, protecting itself, Obligees (as applicable),
and Surety. Indemnitors will deliver to Surety copies of certificates of insurance dated on or
about the date of this Agreement showing Surety as an additional insured for all such insurance
policies which Surety has specifically requested that it be added as an additional insured, except
as to professional liability coverages.



          (l) As of the date hereof, Principals, Indemnitors, and their Subsidiaries, on a consolidated
basis, are not insolvent within the meaning of the Bankruptcy Code.



          (m) Principal or Indemnitors will give prompt notice to Surety of their knowledge of any
pending or threatened proceeding or claim before any court or governmental agency or department
which involves a reasonable material risk of having a Material Adverse Effect.



          (n) Indemnitors are in material compliance with all laws, statutes and governmental rules and
regulations applicable to it or them, except for any failure so to be in compliance which would not
reasonably be expected to have a Material Adverse Effect.



          (o) Indemnitors will not make any distributions or payments of any kind to any Affiliate that
is not an Indemnitor at any time that any Surety Loss (exclusive of Surety Loss described in clause
(b) of the definition of Surety Loss and other attorneys fees and similar fees and professional
fees incurred in the ordinary course of business that are promptly reimbursed to Surety by
Indemnitors) exists.



      8. Use of Identified Equipment. Subject to the terms of any applicable intercreditor
agreement, following the occurrence of an Event of Default, if Surety decides, in its sole and
absolute discretion, to perform and complete, or to cause or procure the performance or completion
of any the Bonded Contracts, Indemnitors hereby agree that Surety, or any properly licensed third
party appointed by Surety, will have full access to and use of all Identified Equipment, reasonably
necessary for the discharge of the duties, obligations, and undertakings of Surety under the Bonds
issued in relation to the Bonded Contracts. Notwithstanding the foregoing, however, in the event
Principal or Indemnitors want to encumber such Identified Equipment, Surety agrees to permit such
encumbrance provided that the appropriate lender or other Person enters into an Identified
Equipment utilization agreement in favor of Surety providing for Surety’s use of the Identified
Equipment as provided in this Section.



      Upon a determination by Surety to utilize, or reserve for utilization, any Identified
Equipment in which any lender holds a first priority security interest, Surety will periodically



19








 




(and in any event no less frequently than monthly), pay such lender the fair market rental value of
the Identified Equipment for the period said Identified Equipment is utilized, or reserved for
utilization, by Surety or its appointee, in consideration of the utilization or reservation of
Identified Equipment necessary to fulfill the Bonded Contracts.




      In the event Surety and lender cannot agree on the above referenced “fair market rental
value,” then subject to the terms of any applicable intercreditor agreement, Surety will be
entitled to utilize the Identified Equipment during the period that the parties are endeavoring to
resolve their dispute and come to an agreement regarding the “fair market rental value.” All
disputes regarding the “fair market rental value” will be determined by appraisal. Surety and any
such lender will endeavor to agree on the selection of an appraiser of national recognition to
determine such “fair market rental value.” In the event such lender and Surety cannot agree on an
appraiser, then each of Surety and such lender will select an appraiser to determine said “fair
market rental value” and the average of the values so determined by these appraisers will be the
“fair market rental value.” The appraiser’s determination will be deemed final and conclusive.
The cost of the appraisers will be borne by Indemnitors.



      During any period in which Surety is utilizing, or reserving for utilization any Identified
Equipment, Surety will preserve and maintain said Identified Equipment in good repair, and will
return said Identified Equipment in as good a condition as when received by Surety, ordinary wear
and tear excepted. In addition, Surety will maintain insurance coverage relative to the Identified
Equipment during any period in which Surety is utilizing, or reserving for utilization, Identified
Equipment. Any and all reasonable costs and expenses incurred by Surety in exercising its rights
pursuant to this Section 8 will be borne by Indemnitors.



      Surety agrees that in the event any of the Identified Equipment utilized, or reserved for
utilization, by Surety is also needed to be used in connection with the completion and performance
of contracts other than Bonded Contracts, Surety will work with Principal to allow Principal and
its Affiliates reasonable access to and use of such Identified Equipment; provided, however, in
this event, any consideration paid by Surety for the use of such Identified Equipment will be
prorated and reduced for the time that such Identified Equipment is utilized or reserved for
utilization on any contract other than a Bonded Contract.



      9. Preservation of the Collateral. Principal and Indemnitors will use reasonable efforts
to preserve the Collateral and defend the title and Surety’s security interest therein, at
Principal and Indemnitors’ cost and expense. Each Principal’s principal place of business and chief
executive office as of the date of this Agreement is correctly reflected on Exhibit A. The
principal place of business and chief executive office of Quanta Services, Inc. is correctly
reflected on Exhibit A. As of the date of this Agreement, the Records of Quanta Services,
Inc. related to the Bonded Contracts and the Records of each Principal related to the Collateral
are located at locations specified on Exhibit A. Indemnitors agree to give Surety
immediate prior written notification of the establishment of any new chief executive office or
principal place of business of any Principal and the discontinuance of any chief executive office
or principal place of business.



20








 





      Indemnitors will give prompt written notice to Surety of the institution of any suit or
proceeding involving any of Indemnitors that might reasonably be expected to result in a Material
Adverse Effect. Indemnitors will pay and discharge promptly all taxes, assessments, and
governmental charges or levies imposed upon the Collateral, as well as all judgment liens and all
claims for labor and materials which, if unpaid, might constitute a Lien or charge upon the
Collateral, unless and only to the extent that the same will currently be duly contested in good
faith (and for which adequate reserves have been established) by appropriate proceedings and as to
which foreclosure and other enforcement proceedings will not have been commenced (unless fully
bonded or otherwise effectively stayed).



      Upon the occurrence and during the continuance of an Event of Default, at its option, Surety
may discharge valid taxes, Liens, security interests, or other encumbrances at any time levied or
placed on said Collateral. Indemnitors agree to reimburse Surety, on demand, for any such payment
made, or any such expense reasonably incurred by Surety pursuant to the foregoing authorization.
Any amounts so advanced, paid or expended will be included within the defined term “the
Indebtedness,” and will bear interest from the time advanced, paid, or expended at the Default Rate
and be secured by the Collateral and its payment enforced as if it were part of the original
Indebtedness. Any sum expended, paid, or advanced under this paragraph will be at Surety’s sole
option and not constitute a waiver of any default or right arising from the breach by Indemnitors
of any covenant or agreement contained in the Surety Credit Documents.



      10. Indemnitors to Hold Contract Funds in Trust. Indemnitors agree and expressly declare
that all funds due or to become due under the Bonded Contracts are trust funds, whether in
possession of Indemnitors or another, for the benefit and the payment of all Persons to whom
Indemnitors incur obligations in the performance of the Bonded Contracts, for which Surety is or
may be liable under the Bonds. If Surety discharges any such obligations, with or without a claim
asserted against Surety under the Bonds, it will be entitled to assert the right of such Person to
the trust fund. All payments received for or on account of any Bonded Contract will be deemed to
be held in a trust fund to assure the payment of obligations incurred or to be incurred in the
performance of any Bonded Contract and for labor, materials, and services furnished in the
prosecution of the performance required by any Bonded Contract or any extension or modification
thereof. All monies due and to become due under any Bonded Contract are also trust funds, whether
in the possession of Indemnitors, or otherwise. Such trust funds will be for the benefit and
payment of all obligations for which Surety is or may be liable under any Bonds. Such trust funds
will inure to the benefit of Surety for any liability or Surety Loss it may have or sustain under
any Bond, and this Agreement and declaration constitute notice of such trust. The trust funds,
unless otherwise restricted or regulated by state or local laws, can be commingled with other
funds, but the trust fund nature and purpose as stated in this paragraph will not be modified nor
waived by this commingling provision.



      Upon the occurrence of an Event of Default, Indemnitors will, upon demand of Surety, open an
account(s) with a bank or similar depository designated by Indemnitors and approved by Surety,
which account(s) will be designated as trust account(s) for the deposit of such trust funds, and
will deposit therein all monies paid or to be paid under the Bonded Contracts. Once any funds due
under a Bonded Contract are converted to cash or trust funds are co-mingled with other funds,



21








 




Surety will not have any “look back” or other rights with respect to any such trust funds in such
cash or co-mingled funds. Withdrawals from such account(s) will be by check or similar instruments
signed by a representative of Surety and, at Surety’s option, countersigned by Indemnitors. Said
trust(s) will terminate on the payment by Indemnitors of all the contractual obligations for the
payment of which the trust(s) is created. The foregoing provisions of this Section 10 are subject
to the terms of any applicable intercreditor agreement. Notwithstanding anything in this Agreement
or any other Surety Credit Document to the contrary, Surety acknowledges and agrees that absent the
occurrence of an Event of Default, Principal’s and Indemnitors’ cash management system or use of
funds will not be affected or changed in any respect by the terms of this Agreement or any other
Surety Credit Document and Principals and Indemnitors and their Subsidiaries are not required by
this Agreement or any other Surety Credit Document (exclusive of the Bonds and Bonded Contracts) to
segregate funds or take any other action of any nature in order to comply with this Section 10.




      11. Premium Payment. Indemnitors agree to pay all premiums on the Bonds, computed in
accordance with the regular manual of rates in effect on the date the Bond(s) are executed. The
failure of any Indemnitor to pay the bond premiums or the failure of Surety to receive premiums
will not provide Indemnitors with any defense to an action under this Agreement. Indemnitors also
agree to pay all premiums due Surety on any insurance policy(ies) issued by Surety for the benefit
of any Indemnitor.



      12. Corporate Identity and Existence. None of Principal or Indemnitors has used any trade
name (other than its legal name) or previous names within the one (1) year period prior to the date
of this Agreement other than those set forth on Exhibit A, except for any such names that
are not material to its business or operations. Each of Principal and Indemnitors is a corporation
or other legal entity duly organized, validly existing, and in good standing under the laws of the
state and/or other jurisdiction as indicated in Exhibit A. Each of Principal and
Indemnitors has the corporate or other power to own its properties and to engage in the business it
conducts, and is duly qualified and in good standing as a foreign corporation or other entity in
the jurisdictions wherein the nature of the business transacted by it or property owned by it makes
such qualification necessary, except where the failure to be so qualified could not reasonably be
expected to have a Material Adverse Effect. Each of Principal and Indemnitors will maintain their
formal existence (in good standing where appropriate under state or other governing law) and remain
or become duly qualified (and in good standing where appropriate under state or other governing
law) as a foreign entity in each jurisdiction in which the conduct of their respective businesses
requires such qualification or license except where the failure to be so qualified would not
reasonably be expected to have a Material Adverse Effect. Principal and Indemnitors will use
reasonable efforts to furnish Surety with any financial information related to Indemnitors or the
Collateral in the form and at the time reasonably appropriate and as reasonably requested by Surety
and as set out in Section 5 of this Agreement.



      13. Accounts; Financial Reporting; Books and Records. Indemnitors will: (a)
provide Surety with copies of yearly audited consolidated financial statements as soon as
reasonably practicable upon completion and in no event later than one hundred twenty (120) days
after the end of the period under audit; and (b) furnish Surety with true copies of unaudited
quarterly consolidated financial statements for Indemnitors as soon as reasonably practicable and
in no event



22








 




later than sixty (60) days after the end of the applicable quarterly period; (c) provide Surety
with copies of any and all financial records or similar financial disclosures that Indemnitors
provide to any lender under the terms set out in any credit facility entered into or to be entered
into by any Indemnitors; and (d) such other financial information in a form as Surety will
reasonably require upon completion and in no event later than sixty (60) days after the period
under review; provided, however, that providing Surety with a copy of the filing of such financial
statements with the Securities and Exchange Commission (which may be provided via e-mail to an
e-mail address specified by Surety) will be deemed to constitute satisfaction of the foregoing
items (a) and (b). These financial statements will be prepared in conformity with GAAP, subject to
normal year-end audit adjustments and the absence of footnotes as applicable, and in each instance
will present fairly and accurately the financial condition of Indemnitors, as applicable, as of the
dates of the statements and the results of their operations for the periods then ended. Indemnitors
agree to immediately notify Surety of the occurrence of any material change in their financial
condition that would reasonably be expected to have a Material Adverse Effect. Indemnitors
represent that their books and records will be kept accurately and in a timely manner and in
accordance with good business practices.




      Indemnitors at all times will use reasonable efforts to keep accurate and complete Records of
Indemnitors’ Accounts and Bonded Contracts, and make those Records available for review, upon a
reasonable and appropriate request by Surety. Surety will have the right at all times during
regular business hours to free access to the papers of each Indemnitor including, without
limitation, its books, records, accounts, computer software, and other computer stored information,
licenses, copyrights, patents, and other intellectual property, for the purpose of examining,
copying, or reproducing the same. Each Indemnitor authorizes and requests any and all depositories
in which funds of any Indemnitor may be deposited to furnish to Surety statements of account and
any other documents reflecting receipts and disbursements and any Person doing business with
Indemnitors is authorized to furnish any information requested by Surety concerning any
transaction. Surety may furnish copies of any and all statements, agreements, and financial
statements and any information which it now has or may obtain concerning each of the Indemnitors to
other Persons or companies for the purpose of procuring co-suretyship or reinsurance, or during the
investigation of claims that may be, or have been, asserted against Surety.



      14. Representations; Duty to Notify Surety. None of Indemnitors intends to file any
proceeding in bankruptcy, or for reorganization, or for readjustment of their debts under the
Bankruptcy Code. Indemnitors acknowledge that any such filing would be a fundamental change in
circumstances. The representations and warranties of Indemnitors contained in this Agreement are
true and correct and complete on and as of the date of this Agreement.



      Indemnitors hereby undertake the duty to notify Surety promptly of: (i) any material change
in the terms or provisions of any of the Bonded Contracts that would materially and adversely
affect Surety; and (ii) any material change in any representation made in this Agreement or in any
other Surety Credit Document that would materially and adversely affect Surety. Indemnitors
acknowledge hereby that Surety has and will continue to rely upon such information in undertaking
its obligations to third parties under said Bonds. Indemnitors will promptly notify Surety promptly
if any of them becomes aware of the occurrence of any Event of Default or of any fact, condition,
or event that only with the giving of notice or passage of time or both, would become



23








 




an Event of Default, or of the failure of Indemnitors to observe in any material respect any of
their respective undertakings hereunder and under any of the Surety Credit Documents.




      15. Bankruptcy Court Approval. In the event: (a) any of Indemnitors file for relief under
the Bankruptcy Code; and (b) Surety determines that it is necessary or desirable that bankruptcy
court approval be obtained with respect to this Agreement or the transactions contemplated
hereunder, subject to compliance with law and any applicable orders of the bankruptcy court,
trustee, receiver or equivalent Person, then Indemnitors will use their respective best reasonable
commercial efforts to obtain a court order which, among other things, (i) determines that this
Agreement (and any other Surety Credit Documents entered into by Indemnitors with Surety) was
proposed by Surety in good faith and should be assumed within the meaning of Section 365 of the
Bankruptcy Code; and (ii) determines that Surety is a creditor who gave “new value” and entered
into a “contemporaneous exchange for value” with Indemnitors as contemplated by the Bankruptcy
Code, including, but not limited to, Sections 547(a)(2) and 547(c) of the Bankruptcy Code, when
entering into this Agreement (and any other documents entered into by any of Indemnitors with
Surety).



      In such event, and at the request of Surety, Indemnitors, as applicable, will promptly make
any filings, take all actions, and use their respective best efforts to obtain any and all other
approvals and orders necessary or appropriate for consummation of the transactions contemplated in
this Agreement, subject to their obligations to comply with any order of any bankruptcy court.



      In the event an appeal is taken, or a stay pending appeal is requested, from any order entered
in any bankruptcy proceeding, Indemnitors, as applicable, will immediately notify Surety of such
appeal or stay request and will provide to Surety within one business day a copy of the related
notice of appeal or order of stay. Any of Indemnitors, as applicable, will also provide Surety
with written notice of any motion or application filed in connection with any appeal from either of
such orders.



      Indemnitors will cooperate in providing such information and evidence as is necessary to
obtain the orders described in this Section 15.



      16. [Intentionally Omitted]



      17. Use of Cash Collateral. Nothing herein will be deemed to be a consent by Surety that
Indemnitors use any “cash collateral,” within the meaning of Section 363 of the Bankruptcy Code,
including without limitation proceeds from Bonded Contracts and the Collateral.



      18. [Intentionally Omitted]



      19. [Intentionally Omitted]



      20. One General Obligation — Default. Indemnitors will notify Surety promptly if any of
them becomes aware of the occurrence of any Event of Default or of any fact, condition, or event
that only with the giving of notice or passage of time or both, could become an Event of Default,
or of the failure of Indemnitors in any material respect to observe any of their respective



24








 




undertakings hereunder or under any of the Surety Credit Documents. It is distinctly understood
and agreed that all of the rights of Surety contained in this Agreement will likewise apply insofar
as applicable to any modification of or supplement to this Agreement and to any other of the Surety
Credit Documents. Any default under the terms of this Agreement or any of the Surety Credit
Documents will constitute, likewise, a default by Indemnitors of every existing agreement with
Surety, and any default by Indemnitors of any other agreement with Surety will constitute a default
of this Agreement.




      21. Indemnitors Agree to Become Party Defendants. In the event of legal proceedings
against Surety, the subject matter of which pertains to this Agreement, the Bonds, or any of the
Bonded Contracts, Surety may apply for a court order making any or all of Indemnitors party
defendants, and each such Indemnitor consents to the granting of such application, including
consent to the jurisdiction of the court in which the application is made, and agrees to become
such a party defendant or third-party defendant and to allow judgment, in the event of judgment
against Surety, to be rendered also against each such Indemnitor, jointly and severally, in like
amount and in favor of Surety. The foregoing will not adversely affect the joint and several
liability of each Indemnitor to Surety for any and all Surety Loss, including, but not limited to,
any Surety Loss incurred in connection with any litigation in which such Indemnitor is not named a
third-party defendant.



      22. Indemnitors’ Waiver of Notice; Rights of Surety. Except as set forth in Section 33,
upon any execution, continuation, modification, renewal, enlargement, or amendment of any Bond
pursuant to the terms hereof or thereof, Indemnitors waive notice of the execution, continuation,
modification, renewal, enlargement, or amendment of any Bond and of any fact, act, or information
concerning or affecting the rights or liabilities of Surety or Indemnitors including, but not
limited to, any acts giving rise to any Surety Loss under the Bonds. Indemnitors hereby consent
and agree that Surety may at any time, and from time to time, without notice to or further consent
from Indemnitors, either with or without consideration, (i) surrender any property or other
security of any kind or nature whatsoever held by it or by any Person on its behalf or for its
account, securing any Surety; (ii) substitute for any collateral so held by it or other collateral
of like kind, or of any kind; (iii) modify the terms of any Bonds, renewals of any UCC Financing
Statements listing any of Indemnitors as debtor and Surety as secured party, or any intercreditor
agreement by and between Surety and any banking institution party to a credit agreement or facility
with any Indemnitor relating to such credit agreement or facility, in each case in any manner that
is not in violation of the terms of this Agreement; (iv) grant releases, compromises, and
indulgences with respect to any of the Surety Credit Documents to any Person now or hereafter
liable thereunder or hereunder; or (v) take or fail to take any action of any type whatsoever that
is not in violation of the terms of this Agreement. Notwithstanding the foregoing, nothing
contained in the above clause (iii) will limit Surety’s ability to modify the terms of any of the
Surety Credit Documents (other than this Agreement) at any time (whether an Event of Default has
occurred or is continuing) to the extent necessary to keep Surety’s security interest in the
Collateral properly perfected pursuant to Section 5. No such action which Surety will take or fail
to take in connection with the Surety Credit Documents, or any one of them, or any security for the
payment of Surety or for the performance of any obligations or undertakings of Indemnitors, nor any
course of dealing with Indemnitors, Surety, or any other Person, will release Indemnitors’
obligations hereunder, affect this Agreement in any way, or afford Indemnitors any recourse against
Surety.



25








 





      23. Indemnitors’ Knowing Consent to Agreement. Each of Indemnitors warrants that it is
specifically and beneficially interested in obtaining future Bonds or the renewal of any existing
Bonds. Indemnitors acknowledge that the execution of this Agreement and the undertaking of
indemnity was not made upon any representation by Surety concerning the responsibility of any of
Indemnitors or concerning the competence of Indemnitors to perform. Indemnitors agree to make no
claim against Surety for any oral representations, promises, or statements made to any of them by
Surety or any of its agents or brokers, or for the failure of Surety to disclose facts or
information to Indemnitors. This Agreement has been negotiated by the parties and each party has
had the benefit of counsel.



      24. Assignment. Surety, and only Surety, may assign or transfer, in whole or in part, the
Indebtedness and all or part of Surety’s interest in the Collateral. The transferees will have the
same rights and powers with reference to the Collateral as are hereby given to Surety, and upon
such transfer, to the extent Surety has assigned its obligations with respect to such Collateral to
such transferee, Surety will be fully discharged from all claims with respect to any Collateral so
transferred, but will retain all rights and powers hereby given with respect to any of the
Collateral not so transferred. Indemnitors may not assign or otherwise transfer their rights and
duties under this Agreement without Surety’s written approval. In any event, the covenants,
representations, warranties, and agreements of Indemnitors set forth herein will be binding upon
Indemnitors, their successors and assigns.



      25. Indemnitors’ Duty to Deliver and Execute Papers and Other Instruments. Indemnitors
agree upon the request of Surety, to sign, execute, file, and/or deliver to Surety all documents,
reports, papers, pleadings, and/or instruments reasonably required to obtain and/or confirm any of
Surety’s rights under this Agreement or the Surety Credit Documents. During the term of this
Agreement, Indemnitors will furnish to Surety upon its reasonable written request and reasonable
prior notice a statement of all deposits by source and amount of all withdrawals by payee for each
project that is bonded by Surety.



      26. Indemnitors’ Representation. Quanta Services, Inc. will provide Surety on an annual
basis (and at such other intervals as Surety may reasonably require with reasonable prior written
notice) with a letter in which its Chief Financial Officer, or equivalent officer, represents that
he/she has no knowledge of the existence of any condition, event, or act which constitutes, or
which with notice or the lapse of time, or both, would reasonably be expected to constitute an
Event of Default. If Surety feels that any such letter is overdue or has not been timely provided,
Surety may give written notice of same to Indemnitors, and Quanta Services, Inc. agrees to provide
such letter within thirty (30) days of the date of such notice. Failure of Indemnitors to timely
provide any such letter (after such thirty (30) day cure period) or the presence of any materially
incorrect statement on such letter will constitute an Event of Default on the part of Indemnitors
after an additional fifteen (15) day written notice from Surety unless such a letter is provided or
otherwise secured within such fifteen (15) day period. The Chief Financial Officer (or equivalent
officer) who submits such letter will have no personal liability or responsibility of any nature to
Surety, including, but not limited to, with respect to the contents of such letter or the failure
of Indemnitors to timely provide such letter.



26








 





      27. Payment of Labor, Material, and Other Costs. Indemnitor agrees to first use any Bonded
Contract Balances generated by Bonded Contracts to pay valid labor, materials, and any other costs
or expenses incurred when due in connection with the performance of the Bonded Contracts; provided,
that, notwithstanding anything in this Agreement or any other Surety Credit Document to the
contrary, Surety acknowledges and agrees that absent the occurrence of an Event of Default,
Principal’s and Indemnitors’ cash management system or use of funds will not be affected or changed
in any respect by the terms of this Agreement or any other Surety Credit Documents and Principals
and Indemnitors and their Subsidiaries are not required under the terms of this Agreement or any
other Surety Credit Document (exclusive of the Bonds and Bonded Contracts) to segregate funds or
take any other action of any nature in order to comply with this Section 27.



      28. Rights of Surety to Take Possession of the Work. Upon the occurrence of any Event of
Default, in addition to other remedies provided herein, Surety is authorized and empowered, but is
not obligated to take possession of the Work under any Bonded Contract and at the expense of
Indemnitor to complete or to contract for the completion of the same, or to consent to the
reletting of the completion thereof, or to take such other steps as in the discretion of Surety may
be advisable or necessary to obtain its release or to avoid Surety Loss.



      29. Rights of Surety to Perform Under the Bonded Contracts. Upon the occurrence of any
Event of Default, in addition to other remedies provided therein, Surety is authorized and
empowered, but is not obligated to take over performance of the Work under any Bonded Contracts and
at the expense of Indemnitors to complete or to contract for the completion of the same, or to
consent to the reletting of the completion thereof, or to take such other steps as in the
discretion of Surety may be advisable or necessary to obtain its release or to avoid Surety Loss.



      30. Right of Surety to Settle Claims. Surety will have the exclusive right for itself and
for Indemnitors to decide and determine in good faith and in a reasonable manner whether any claim,
demand, suit, or judgment on the Bonds will be paid, settled, defended, or appealed. Any payment
or determination made by Surety that: (1) Surety was or might be liable therefor; and (2) such
payments were necessary or advisable to protect any of Surety’s rights or to avoid or lessen
Surety’s liability or alleged liability will be final, conclusive, and binding upon Indemnitors;
and any Surety Loss which may be sustained or incurred will be paid by Indemnitors upon written
demand by Surety. In the event of any payment, settlement, compromise, or investigation, an
itemized statement of Surety Loss sworn to by an officer or authorized representative of Surety or
vouchers or other evidence of such Surety Loss will be prima facie evidence of the fact and extent
of the liability of Indemnitors to Surety in any claim or suit and in any and all matters arising
between and among Indemnitors and Surety. Upon the occurrence of an Event of Default, Surety will
have the additional rights set out in Section 33.



      31. Authority of Surety to Make Loans to Indemnitors. In addition to the other remedies
provided herein, at the request of any Indemnitor, Surety is authorized and empowered, but is not
obligated to advance or loan money or guarantee loans to any Indemnitors as Surety may see fit for
the purpose of completing performance of any of the Bonded Contracts, or for the purpose of meeting
operational expenses or paying other obligations, bonded or unbonded. Such funds may be advanced
or guaranteed at any time, whether before or after default of such



27








 




Indemnitor under the Bonded Contracts. Upon demand by Surety, Indemnitors will be responsible to
reimburse Surety for all funds advanced, loaned, or guaranteed by Surety to any Indemnitor and all
Surety Loss incurred by Surety in relation thereto, notwithstanding the failure of such Indemnitor
to so use those funds. Indemnitors waive all notice of such advance, loan, or guarantee, and
acknowledge that whether to make any such advances, loans, or guarantees will be made in the sole
and absolute discretion of Surety.




      32. Authority of Surety to Amend Bond. Surety will have the right, and is hereby
authorized and empowered, but not required: (a) to increase or decrease the penalty or penalties
of any Bonds, to change Obligees therein, to execute any continuation, enlargements, modifications,
and renewals thereof or substitute therefor with the same or different conditions, provisions or
Obligees, and with the same, larger, or smaller penalties, it being agreed that this Agreement will
apply to and cover such new or changed Bonds or renewals even though the consent of Surety may or
does substantially increase the liability of the Indemnitors; or (b) to take such steps as it may
deem necessary or proper to obtain release from liability under the Bonds; or (c) to assent to any
changes in any Bonded Contract, including but not limited to, any change in the time for completion
of any Bonded Contract and to payments or advances thereunder; or (d) to assent to or take any
assignments of any Bonded Contract. Notwithstanding anything to the contrary in this Agreement or
any other Surety Credit Document, prior to an occurrence of an Event of Default, except as may be
required by the provisions of any Bond, Bonded Contract, or applicable statute, Surety may not
amend or otherwise modify any provision of any Bond except upon the request of a Principal or
Indemnitor.



      During the continuance of any Event of Default, Indemnitors agree that they have no right to,
and will not, challenge the manner in which Surety handles any claim under any Bond, including, but
not limited to, any decision by Surety whether to litigate, settle, or pay any claim (or any
settlement or resolution with any Obligee as to any Bonded Contract Balances) and/or assert any
defenses, set offs, back charges, etc. with respect to any claim; any such determination with
respect to any claim will be made by Surety in its sole and absolute discretion.



      33. Rights and Remedies on Default. In addition to the rights and remedies granted to it
in this Agreement and in any other instrument or agreement securing, evidencing, or relating to any
of the Indebtedness, Surety will have all the rights and remedies of a Surety under the UCC.



      In the event of the refusal or failure of Indemnitors to exonerate Surety as required under
the Indemnity Agreement, Indemnitors agree upon written demand to provide to Surety a reasonable
amount of money designated by Surety and/or other collateral decided upon by Surety. Such funds
and/or other collateral will be held by Surety as collateral in addition to the indemnity and other
collateral afforded by this Agreement, with the right to use such funds and/or other collateral or
any part thereof, at any time in performance, payment, or compromise of any obligations or
liability, claims, demands, judgments, damages, fees, and disbursements or other expenses due from
Indemnitors. Said deposit and/or provision of money and/or other collateral designated by Surety
will be required regardless of whether any Reserve has been established by Surety. Without
limiting the generality of the foregoing, in the event Surety posts a Reserve, then Indemnitors
will deliver to Surety cash in an amount equal to the Reserve posted in addition to the Collateral.



28








 




Demand will be sufficient if sent by certified mail, return receipt requested, to Indemnitors at
the address or addresses given herein or last known to Surety, whether or not actually received.
Indemnitors acknowledge that the failure of Indemnitors to deposit with Surety, within five (5)
days of such demand, the sum demanded by Surety as collateral security (or, with respect to a
Reserve, within ten (10) days of such demand, the amount of such Reserve in accordance with clause
(e) of the definition of Event of Default) will cause irreparable harm to Surety for which Surety
has no adequate remedy at law. Indemnitors agree that Surety will be entitled to injunctive relief
for specific performance of the obligations of Indemnitors to deposit with Surety the sum demanded
as collateral security and hereby waive any claims or defenses to the contrary. The deposit of
collateral pursuant to this Section 33 will not be deemed to cure any default under the Bonded
Contract(s) and Surety may, in its sole and absolute discretion, refuse to issue any bonds;
provided, however, the foregoing will not be deemed to alter any provisions under the definition of
Event of Default that permit an Event of Default of the type described in clause (e) of the
definition of Event of Default to be cured upon the deposit of cash collateral.




      Without limiting the generality of the foregoing, upon the occurrence of any Event of Default,
Surety is entitled to require Indemnitors to deposit or cause to be deposited, all checks, drafts,
cash, and other remittances received in payment upon any or all of the Bonded Contracts or other
Collateral in a special “lockbox” bank account at a financial institution designated by Surety,
over which account Surety alone has power of withdrawal. If an Event of Default has occurred, or
the agent for the lenders under the Bank Credit Documents requests Surety to perfect, or any other
Person has taken any action to perfect, an assignment or Lien with respect to any Bonded Contracts
or other Collateral that is subject to the Contract Disputes Act, 41 U.S.C. §601, et. seq. and/or
any Federal Acquisition Regulations, Surety will have the right to designate a collateral agent
with respect to any such Bonded Contracts and other Collateral that is subject to the Contract
Disputes Act, 41 U.S.C. §601, et. seq. and/or any Federal Acquisition Regulations, and said
collateral agent will have the right and authority to process notices of assignment and other
documentation necessary under the Contract Disputes Act, 41 U.S.C. §601, et. seq. to perfect the
security interest in such Bonded Contracts and other items of Collateral. During the continuance
of any Event of Default, Surety and any collateral agent may further instruct any Obligee on any
Bond, on behalf of Indemnitors and/or Surety, to pay said remittances directly to Surety. The
funds in said special bank account will be held by Surety and/or any such collateral agent as
security for all Indebtedness. Said proceeds will be deposited in precisely the form received,
except for the endorsement of Indemnitors where necessary to permit collection, which endorsement
Indemnitors agree to make and which Surety and/or any such collateral agent is hereby irrevocably
authorized to make on Indemnitors’ behalf. Pending such deposit, Indemnitors agree that they will
not commingle any such checks, drafts, cash, and other remittances with any of Indemnitors’ funds
or property, but will hold them separate and apart therefrom and upon an express trust for Surety
until deposit thereof is made in the said special bank account. Surety will apply, as Surety deems
appropriate, any and all of the collected funds on deposit in the said special bank account against
the Indebtedness, the order and method of such application to be in the discretion of Surety.
Indemnitors agree to execute any documents and perform any acts necessary to assure that
remittances described in this paragraph are received by Surety and/or any collateral agent as
contemplated herein, including, but not limited to, letters of direction to remit said funds to
Surety and/or any collateral agent as contemplated herein.



29








 





      Upon an occurrence of an Event of Default, Surety is entitled to immediate possession of the
Collateral and may dispose of all or any portion of the Collateral pursuant to the provisions of
Article 9 of the UCC and may exercise from time to time any other rights and remedies available to
it under applicable law, and Surety may require Indemnitors to assemble the Collateral and make it
available to Surety at a place to then be designated by Surety, which is reasonably convenient to
both parties.



      Indemnitors hereby waive any right they may have under any constitution, statute, or rule of
law to notice and/or a hearing prior to seizure of the Collateral following an occurrence of an
Event of Default. Surety will have no custodial or ministerial duties to perform with regard to
the Collateral except for its safekeeping; and by way of explanation and not by way of limitation
thereof, Surety will incur no liability for any diminution in the value of the Collateral unless
caused by its willful misconduct; or its failure to notify any party hereto that the Collateral
should be so presented or surrendered.



      34. Preservation of Surety’s Rights. Surety will have every right and remedy which a
personal surety without compensation would have, including the right to secure its discharge from
the suretyship, and notwithstanding anything contained herein to the contrary, the parties agree
that with respect to all funds due or to become due under the Bonded Contracts nothing herein will
waive, impair, or limit any right, power, or remedy of Surety under the Indemnity Agreement, or at
law or in equity, including, without limitation, Surety’s right of equitable subrogation, which
right the parties hereby expressly recognize. No failure on the part of Surety to exercise, and no
delay in exercising, any right, power, or remedy hereunder will operate as a waiver thereof, nor
will any single or partial exercise of any such right, power or remedy by Surety, preclude any
other or further exercise thereof, or the exercise of any other right, power or remedy. All
remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.



      35. Authority of Surety to Elect Remedies. Each right, remedy, and power of Surety
provided in this Agreement, the Surety Credit Documents, or by law, equity, or statute will be
cumulative, and the exercise by Surety of any right, remedy, or power will not preclude Surety’s
simultaneous or subsequent exercise of any or all other rights, powers, or remedies. The failure
or delay by Surety to exercise any right, power, or remedy will not waive any right, power, or
remedy. Except as required herein, no notice or demand upon Surety by any Indemnitor will limit or
impair Surety’s right to take any action under this Agreement or to exercise any right, power, or
remedy.



      36. Validity of Agreement. Failure to execute, or defective execution, by any party will
not affect the validity of this Agreement as to any other party executing the same and each other
party will remain fully bound and liable hereunder. Executions of any application or submission
for any Bond by any Indemnitor will not abrogate, waive, or diminish any rights of Surety under
this Agreement.



      37. Waiver. Surety will not be deemed to have waived any of Surety’s rights hereunder or
under any other agreement, instrument, or paper signed by any Indemnitor unless such waiver be in
writing and signed by Surety. No delay or omission by Surety in exercising



30








 




any right will operate as a waiver of such right or any other right. A waiver on any one occasion
will not be construed as a bar to or waiver of any right or remedy on future occasions.




      38. Notices. It is mutually agreed that any and all notices, demands, or other
communications herein provided for must be given in writing and will be deemed given (a) if
delivered in person, when so delivered, (b) if duly deposited in the United States Mails, postage
prepaid for certified mail, return receipt requested, three (3) business days after so mailing, or
(c) if delivered prepaid to a nationally recognized overnight carrier and marked for next business
day delivery, one (1) business day being so delivered, in each case after being properly addressed
to the party to whom given at the address of such party shown below in this Agreement, provided
however, that any party may specify any other address in the United States by giving at least ten
(10) days written notice thereof to each other party.



	 	 	 	 	 
	Surety:
	 	Federal Insurance Company
	 
	 	15 Mountain View Road
	 
	 	P.O. Box 1615
	 
	 	Warren, New Jersey 07061-1615
	

	 	Attn.:
	 	Edward J. Reilly
	

	 	 	 	John B. Fuoss
	 
	 	 	 	 
	With a copy to:
	 	Manier & Herod
	 
	 	2200 First Union Tower
	 
	 	150 Fourth Avenue, North
	 
	 	Nashville, Tennessee 37219
	

	 	Attn.:
	 	Sam H. Poteet, Jr.
	

	 	 	 	Mary Paty Lynn LeVan
	 
	 	 	 	 
	Indemnitors:
	 	Quanta Services, Inc.
	 
	 	1360 Post Oak Blvd.
	 
	 	Suite 2100
	 
	 	Houston, Texas 77056
	

	 	Attn:
	 	John R. Colson, CEO
	

	 	 	 	Dana A. Gordon, General Counsel
	 
	 	 	 	 
	With a copy to:
	 	Duane Morris LLP
	 
	 	3200 Southwest Freeway, Suite 3150
	 
	 	Houston, Texas 77027-7534
	

	 	Attn:
	 	Charles E. Harrell
	

	 	 	 	Shelton M. Vaughan






      39. Failure to Execute Additional Documents — No Effect. The failure of Surety,
Indemnitors, or any other party to execute documents referenced in this Agreement as being
“anticipated to be executed,” “anticipate entering into,” “to be executed,” or words of similar
effect, will not affect the validity and enforceability of this Agreement by and among the parties
hereto. This Agreement will be effective from the date of its execution until terminated in writing by the parties hereto regardless of whether any other document is entered into or executed
by any Person.



31








 





      40. Governing Law. This Agreement will 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). The parties hereto irrevocably consent to the exclusive jurisdiction of the United
States District Court or to the extent not available because the jurisdictional pre-requisites are
not met, the Supreme Court of the State of New York, in each instance located in New York County,
New York, New York for the purpose of any litigation concerning this Agreement. No party hereto
will object to or contest New York County, New York, New York as the proper venue for any action or
proceeding to enforce the terms hereof.



      41. Jury Waiver. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED,
EACH PARTY HERETO HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF,
DEFENDANT, OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM,
DEMAND, ACTION, OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, ANY OTHER OF THE
SURETY CREDIT DOCUMENTS, OR THE SUBJECT MATTER HEREOF, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING OR WHETHER IN CONTRACT OR TORT OR OTHERWISE. EACH PARTY HERETO ACKNOWLEDGES THAT
IT HAS BEEN INFORMED THAT THE PROVISIONS OF THIS SECTION 42 CONSTITUTE A MATERIAL INDUCEMENT UPON
WHICH THE OTHER PARTIES HAVE RELIED, ARE RELYING, AND WILL RELY IN ENTERING INTO THIS AGREEMENT.
THE PARTIES HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 42 WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF SUCH OTHER PARTY TO THE WAIVER OF ITS RIGHTS TO TRIAL BY JURY.



      42. Waiver by Indemnitors; No Marshaling of Assets. Surety may proceed against any
Collateral securing the Indebtedness and against parties liable therefor in such order as it may
elect, and neither Indemnitors, nor any surety or guarantor for any Indemnitor nor, to the extent
allowable by law, any creditor of any Indemnitor will be entitled to require Surety to marshal
assets. The benefit of any rule of law or equity to the contrary is hereby expressly waived.



      To the maximum extent permitted by applicable laws, Indemnitors:



          (a) Waive: (i) protest of all commercial paper at any time held by Surety on which any
Indemnitor is in any way liable; and (ii) notice (except as otherwise required hereunder) and
opportunity to be heard before exercise by Surety of the remedies of self-help, setoff, or of other
summary procedures permitted by any applicable laws or by any agreement with any Indemnitor, and,
except where required hereby or by any applicable laws, notice of any other action taken by Surety;



          (b) release Surety, its officers, directors, attorneys, employees, and agents from (i) any and
all claims, causes of action, or liabilities of any nature whatsoever, fixed or



32








 




contingent, liquidated or non-liquidated, caused by or related to any act of omission, negligence,
or other violation of law or breach of contract or other duty on the part of any of them, occurring
up to the date of this Agreement, whether known or unknown, and whether discovered or reasonably
capable of being discovered; and (ii) any and all claims, causes of action, or liabilities of any
nature whatsoever caused by or relating to any act of omission, negligence, or other violation of
law or breach of contract or other duty on the part of any of them, except for willful misconduct;




          (c) waive any defense arising by reason of, and agree that the rights of Surety and the
Indebtedness of Indemnitors will be absolute and unconditional irrespective of: (i) any disability
or other defense of any other Person; (ii) the unenforceability or cessation from any cause
whatsoever, other than the indefeasible payment in full, of the Indebtedness; (iii) the application
by any of Indemnitors of the proceeds of any Collateral for purposes other than the purposes
represented by Indemnitors to Surety; (iv) any modification of the Indebtedness in any form
whatsoever, including without limitation the renewal, extension, acceleration, or other changes in
the time for payment of Indebtedness, or other change in the terms of the Indebtedness or any part
thereof, including any increase or decrease of the rate of interest thereon in accordance with this
Agreement; (v) any right to deferral or modification of Indemnitors’ obligations hereunder by
reason of any bankruptcy, reorganization, arrangement, moratorium, or other debtor relief
proceeding; and (vi) any other circumstance that might otherwise constitute a defense available to,
or a discharge of, any other Person in respect to the Indebtedness;



          (d) waive any right to enforce any remedy that Surety now has or may hereafter have against
any other Person, and waive any benefit of, or any right to participate in, any security whatsoever
now or hereafter held by Surety; and



          (e) waive all claims, direct or indirect, absolute or contingent, against any other borrower,
guarantor, endorser, or surety arising from or relating to this Agreement, any of the Surety Credit
Documents, and/or the Indebtedness. Without limiting the foregoing, Indemnitors waive all rights
of reimbursement, exoneration, indemnification, and/or contribution from any other borrower,
guarantor, endorser, or surety under or relating to this Agreement, any of the Surety Credit
Documents, and/or the secured indebtedness and waives all rights of subrogation to the claims of
Surety which may otherwise arise from such payment. Surety may proceed against any Collateral
securing the Indebtedness and against parties liable therefor in such order as it may elect, and
neither Indemnitors nor any surety or guarantor for any Indemnitor nor, to the extent allowable by
law, any creditor of any Indemnitor will be entitled to require Surety to marshal assets. The
benefit of any rule of law or equity to the contrary is hereby expressly waived.



      43. Entire Agreement. This Agreement and the Surety Credit Documents represent the
entire agreement between the parties concerning the subject matter hereof, and all oral discussions
and prior agreements are merged herein.



      44. Security Agreement. This Agreement constitutes a security agreement to Surety and
also a financing statement, both in accordance with the provisions of the Uniform Commercial Code
of every jurisdiction wherein such Code is in effect, but the filing or recording of this
Agreement, or an abstract hereof or financing statement will be solely at the option of



33








 




Surety and the failure to do so will not release or excuse any of the obligations of
Indemnitor under this Agreement. For the purpose of recording this Agreement, a photocopy
acknowledged before a Notary Public to be a true copy hereof will be regarded as an original.




      45. Further Assurances. Indemnitors agree to do such further acts and things, and to
execute and deliver such additional conveyances, assignments, agreements, and instruments, as
Surety may at any time request in connection with the administration and enforcement of this
Agreement, and the other Surety Credit Documents or any part thereof or in order better to assure
and confirm unto Surety its rights and remedies hereunder and thereunder.



      46. Binding Agreement; Assignment. This Agreement, 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 assigns,
except that Indemnitors will not be permitted to assign this Agreement or any interest herein.
Surety agrees that no co-surety (exclusive of any surety of a joint venture partner) will be
entitled to rely on this Agreement without the written consent of Quanta Services, Inc.



      47. Amendments, Miscellaneous. This Agreement may not be amended or modified, except
by a writing signed by or on behalf of the parties hereto. This Agreement supersedes all prior
agreements and proposals with respect to this transaction whether written or oral, made by Surety
or anyone acting with its authorization. No modification of this Agreement will be valid unless
made in writing and signed by an authorized officer of Surety. This Agreement is not assignable,
and no party other than Principal and Indemnitors will be entitled to rely on this Agreement except
as herein provided otherwise.



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



      49. Time of Essence. Time is of the essence in this Agreement, and all dates and time
periods specified herein will be strictly observed, except that Surety may permit specific
deviations therefrom by its written consent.



      50. Captions Not Controlling. Captions and headings have been included in this
Agreement for the convenience of the parties, and will not be construed as affecting the content of
the respective paragraphs.



      51. Counterparts. This Agreement may be executed by the parties independently in any
number of counterparts, all of which together will constitute but one and the same instrument which
is valid and effective as if all parties had executed the same counterpart.



      52. Additional Principals and/or Indemnitors. Indemnitors and Principals acknowledge
this Agreement can be amended via rider executed by Quanta Services, Inc. to add other Persons as
Indemnitor and/or Principal to this Agreement and Indemnitors and Principals waive any and all
notice in connection with the addition of additional Indemnitors and Principals and further
acknowledge the rights and obligations provided herein will apply to all Indemnitors and Principals
whenever made a party to this Agreement. Quanta Services, Inc. has full right and



34








 




authority to execute any and all documents on behalf of any Principals and Indemnitors to be
added to this Agreement without requiring the separate signature of any such additional Principal
and Indemnitors.




      53. Power of Attorney. Each Principal and 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 Principal’s and/or Indemnitor’s true and
lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such
Principal and/or Indemnitor and in the name of such Principal and/or 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 Agreement and to amend, modify, or supplement this Agreement or
other Surety Credit Documents in any manner. Each Principal and Indemnitor hereby ratifies and
agrees to be bound by all that Quanta Services, Inc. will lawfully do or cause to be done by virtue
hereof.



35








 





      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above
written.


	 	 	 	 	 
	 	SURETY:



FEDERAL INSURANCE COMPANY

 	 
	 	By:  	/s/
Edward J. Reilly	
	 	Name:  	Edward J. Reilly	 
	 	Title:  	Assistant
Secretary	 
	 
	 	PRINCIPAL & INDEMNITORS:



QUANTA SERVICES, INC.

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	ARBY CONSTRUCTION, INC.

AUSTIN TRENCHER, INC.

CCLC, INC.

CONTI COMMUNICATIONS, INC.

CROCE ELECTRIC COMPANY, INC.

DILLARD SMITH CONSTRUCTION COMPANY

DRIFTWOOD ELECTRICAL CONTRACTORS, INC.

GLOBAL ENERCOM MANAGEMENT, INC.

GOLDEN STATE UTILITY CO.

H.L. CHAPMAN PIPELINE CONSTRUCTION, INC.

MANUEL BROS., INC.

MEARS GROUP, INC.

NETWORK ELECTRIC COMPANY

NORTH SKY COMMUNICATIONS, INC.

PARKSIDE SITE & UTILITY COMPANY CORPORATION

PARKSIDE UTILITY CONSTRUCTION CORP.

each a Delaware corporation

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 





36








 





	 	 	 	 	 
	 	QUANTA DELAWARE, INC.

QUANTA GOVERNMENT SERVICES, INC.

QUANTA GOVERNMENT SOLUTIONS, INC.

QUANTA UTILITY INSTALLATION

COMPANY, INC.

R.A. WAFFENSMITH & CO., INC.

SOUTHEAST PIPELINE CONSTRUCTION, INC.

SOUTHWESTERN COMMUNICATIONS, INC.

SPALJ CONSTRUCTION COMPANY

SUMTER UTILITIES, INC.

TOM ALLEN CONSTRUCTION COMPANY

UNDERGROUND CONSTRUCTION CO., INC.

UTILITY LINE MANAGEMENT SERVICES, INC.

VCI TELCOM, INC.

W.C. COMMUNICATIONS, INC.,

each a Delaware corporation

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	ADVANCED TECHNOLOGIES AND INSTALLATION CORPORATION,

ALLTECK LINE CONTRACTORS (USA), INC.

POTELCO, INC.,

each a Washington corporation

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	BRADFORD BROTHERS, INCORPORATED

TTM, INC.,

each a North Carolina corporation

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 




37








 





	 	 	 	 	 
	 	CMI SERVICES, INC.

TRAWICK CONSTRUCTION COMPANY, INC.,

each a Florida corporation

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	CROWN FIBER COMMUNICATIONS, INC.,

a Virginia corporation

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	ENVIRONMENTAL PROFESSIONAL ASSOCIATES,LIMITED

a California corporation

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	FIVE POINTS CONSTRUCTION CO.

MEJIA PERSONNEL SERVICES, INC.

TRANS TECH ACQUISITION, INC.

SOUTHWEST TRENCHING COMPANY, INC.

each a Texas corporation

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	INTERMOUNTAIN ELECTRIC, INC.,

a Colorado corporation

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 




38








 





	 	 	 	 	 
	 	IRBY CONSTRUCTION COMPANY,

a Mississippi corporation

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	METRO UNDERGROUND SERVICES, INC. OF ILLINOIS,

PROFESSIONAL TELECONCEPTS, INC.,

each an Illinois corporation

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	PAR ELECTRICAL CONTRACTORS, INC.,

a Missouri corporation

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	PROFESSIONAL TELECONCEPTS, INC.,

a New York corporation

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	THE RYAN COMPANY, INC.,

a Massachusetts corporation

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 




39








 





	 	 	 	 	 
	 	TOTAL QUALITY MANAGEMENT SERVICES, LLC,

a Delaware limited liability company

COAST TO COAST, LLC,

a California limited liability company

 	 
	 	By:  	Environmental Professional Associates,
Limited, Its Sole Member

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	QUANTA UTILITY SERVICES, LLC,

a Delaware limited liability company
 	 
	 	By:  	PAR Electrical Contractors, Inc.,

Its Sole Member

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	TJADER, L.L.C.

OKAY CONSTRUCTION COMPANY, LLC

each a Delaware limited liability company

 	 
	 	By:  	Spalj Construction Company,

Its Sole Member

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 




40








 





	 	 	 	 	 
	 	MEARS/CPG LLC

MEARS ENGINEERING/ LLC

MEARS/HDD, LLC

MEARS SERVICES LLC

each a Michigan limited liability company

 	 
	 	By:  	By Mears Group, Inc., The Sole Member of each of the foregoing limited liability companies


 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	S.K.S. PIPELINERS, LLC,

a Delaware limited liability company

 	 
	 	By:  	Arby Construction, Inc., Its Sole Member

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	TNS-VA, LLC,

a Delaware limited liability company

 	 
	 	By:  	Professional Teleconcepts, Inc., Its Sole Member

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 




41








 





	 	 	 	 	 
	 	NORTH HOUSTON POLE LINE, L.P.

LINDSEY ELECTRIC, L.P.

DIGCO UTILITY CONSTRUCTION, L.P.

each a Texas limited partnership


 	 
	 	By:  	Mejia Personnel Services, Inc., Its General Partner
 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	QUANTA SERVICES MANAGEMENT PARTNERSHIP, L.P.

a Texas limited partnership

 	 
	 	By:  	QSI, Inc., Its General Partner

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 
	 	TRANS TECH ELECTRIC, L.P.,

a Texas limited partnership


 	 
	 	By:  	TTGP, Inc., Its General Partner

 	 
	 	By:  	/s/ Dana A. Gordon
 	 
	 	Name:  	Dana A. Gordon 	 
	 	Title:  	Vice President 	 
	 




42








 





EXHIBIT A




PRINCIPAL




(Attached)













 





EXHIBIT B




ADDITIONAL PERMITTED LIENS




(Attached)













 





EXHIBIT C




FORM OF OPINION LETTERS




(Attached)













 






EXHIBIT A




	 	 	 	 	 	 	 	 	 
	 	 	 	 	LOCATION OF CHIEF EXECUTIVE	 	 	 	 
	 	 	JURISDICTION	 	OFFICE AND PRINCIPAL	 	 	 	 
	PRINCIPAL	 	OF FORMATION	 	PLACE OF BUSINESS	 	TAX ID NO.	 	PRIOR NAMES OR TRADE NAMES
	 

	Quanta Services, Inc.

	 	Delaware
	 	1360 Post Oak Blvd., Suite 2100
Houston, Texas 77056
	 	74-2851603
	 	None
	 

	Advanced Technologies and
Installation Corporation

	 	Washington
	 	655 Glennville

Richardson, TX 75081
	 	91-1528002
	 	Telecom Network
Specialists, Inc.

JT Communications, Inc.
	 

	Allteck Line Contractors (USA), Inc.

	 	Washington
	 	4940 Still Creek Avenue

Burnaby, British Columbia

Canada, V5C 4E4
	 	98-0198185
	 	None
	 

	Arby Construction, Inc.

	 	Delaware
	 	19705 W. Lincoln Avenue

New Berlin, WI 53146
	 	76-0605516
	 	None
	 

	Austin Trencher, Inc.

	 	Delaware
	 	9250 FM 2243

Leander, TX 78641
	 	76-0598342
	 	None
	 

	Bradford Brothers, Incorporated

	 	North Carolina
	 	11712 Statesville Road

Huntersville, NC 28078
	 	56-0861169
	 	Lake Norman Pipeline, LLC
	 

	CCLC, Inc.

	 	Delaware
	 	5 Johnson Drive, Suite 4

Raritan, NJ 08869
	 	74-2947665
	 	None
	 

	Coast to Coast, LLC

	 	California
	 	1441 Garden Highway

Yuba City, CA 95991
	 	68-0386826
	 	None
	 

	CMI Services, Inc.

	 	Florida
	 	1555 South Blvd.

Chipley, FL 32428
	 	59-3371172
	 	Communication Manpower, Inc.
	 

	Conti Communications, Inc.

	 	Delaware
	 	5 Johnson Drive, Suite 4

Raritan, NJ 08869
	 	76-0605511
	 	Delaware Conti
Communications, Inc.






1








 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	LOCATION OF CHIEF EXECUTIVE	 	 	 	 
	 	 	JURISDICTION	 	OFFICE AND PRINCIPAL	 	 	 	 
	PRINCIPAL	 	OF FORMATION	 	PLACE OF BUSINESS	 	TAX ID NO.	 	PRIOR NAMES OR TRADE NAMES
	 

	Croce Electric Company, Inc.

	 	Delaware
	 	2 Betty Street

Everett, MA 02149
	 	76-0605518
	 	None
	 

	Crown Fiber Communications, Inc.

	 	Virginia
	 	800 Satellite Blvd.
Suwanee, GA 30024
	 	54-1612812
	 	Fiber Technology

	 
	 	 	 	 	 	 	 	World Fiber
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	DeltaComm
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Marlboro Cablevision
	

	 	 	 	 	 	 	 	Constructors
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Choice Optics Communications
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Myers Cable, Inc.
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Sycamore Shoals
	

	 	 	 	 	 	 	 	Communications, Inc.
	 

	Digco Utility Construction, L.P.

	 	Delaware
	 	1608 Margaret Street

Houston, TX 77093
	 	76-0612176
	 	None
	 

	Dillard Smith Construction Company

	 	Delaware
	 	4001 Industry Dr.
Chattanooga, TN 37416
	 	76-0589264
	 	P.D.G. Electric
	

	 	 	 	 	 	 	 	Power Engineering & Testing
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Haines Construction Company
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Dillard Smith Construction
	

	 	 	 	 	 	 	 	Company (Delaware)
	 






2








 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	LOCATION OF CHIEF EXECUTIVE	 	 	 	 
	 	 	JURISDICTION	 	OFFICE AND PRINCIPAL	 	 	 	 
	PRINCIPAL	 	OF FORMATION	 	PLACE OF BUSINESS	 	TAX ID NO.	 	PRIOR NAMES OR TRADE NAMES
	 

	Driftwood Electrical Contractors, Inc.

	 	Delaware
	 	2004 Stanford Road

Lancaster, KY 40444
	 	76-0589278
	 	Maddux Communications
	 

	Environmental Professional

Associates, Limited

	 	California
	 	1441 Garden Highway

Yuba City, CA 95991
	 	68-0248659
	 	Provco




Tip Top Arborists, Inc.
	 

	Five Points Construction Co.

	 	Texas
	 	5145 Industrial Way

Benicia, CA 94510
	 	94-2738636
	 	None
	 

	Global Enercom Management, Inc.

	 	Delaware
	 	2500 Wilcrest Drive, Suite 100
Houston, TX 77042
	 	76-0598339
	 	GEM Engineering Co., Inc.
	 

	Golden State Utility Co.

	 	Delaware
	 	2001 West Tuolomne Road

Turlock, CA 95380
	 	76-0567490
	 	Sanders Construction Company
	

	 	 	 	 	 	 	 	North Pacific Construction
Co., Inc.
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Delaware North Pacific
Construction Co.
	 

	H. L. Chapman Pipeline
Construction, Inc.

	 	Delaware
	 	9250 FM 2243

Leander, TX 78641
	 	76-0598341
	 	DB Utilities
	

	 	 	 	 	 	 	 	Sullivan Welding
	 

	Intermountain Electric, Inc.

	 	Colorado
	 	602 South Lipan Street

Denver, CO 80223
	 	84-0906573
	 	Colorado IM Electric
	 

	Irby Construction Company

	 	Mississippi
	 	817 S. State Street


Jackson, MS 39201
	 	64-0902002
	 	None
	 

	Lindsey Electric, L.P.

	 	Texas
	 	1608 Margaret Street

Houston, TX 77093
	 	02-0557008
	 	None
	 

	Manuel Bros., Inc.

	 	Delaware
	 	908 Taylorville Road, Suite 104
Grass Valley, CA 95949
	 	76-0577087
	 	Renaissance Construction
	

	 	 	 	 	 	 	 	Western Directional
	 






3








 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	LOCATION OF CHIEF EXECUTIVE	 	 	 	 
	 	 	JURISDICTION	 	OFFICE AND PRINCIPAL	 	 	 	 
	PRINCIPAL	 	OF FORMATION	 	PLACE OF BUSINESS	 	TAX ID NO.	 	PRIOR NAMES OR TRADE NAMES
	 

	Mears Engineering/ LLC

	 	Michigan
	 	4500 N. Mission Road
Rosebush, MI 48878
	 	N/A
	 	None
	 

	Mears Group, Inc.

	 	Delaware
	 	4500 N. Mission Road
Rosebush, MI 48878
	 	76-0612167
	 	None
	 

	Mears/HDD, LLC

	 	Michigan
	 	4500 N. Mission Road
Rosebush, MI 48878
	 	N/A
	 	None
	 

	Mears Services LLC

	 	Michigan
	 	4500 N. Mission Road
Rosebush, MI 48878
	 	N/A
	 	None
	 

	Mears/CPG LLC

	 	Michigan
	 	4500 N. Mission Road
Rosebush, MI 48878
	 	N/A
	 	None
	 

	Mejia Personnel Services, Inc.

	 	Texas
	 	431 West Bedford-Euless Road
Suite F
Hurst, TX 76053
	 	75-2575734
	 	None
	 

	Metro Underground Services, Inc. of
Illinois

	 	Illinois
	 	901 Ridgeway Avenue

Aurora, IL 60506
	 	36-4125701
	 	Metro Underground Services, Inc.
	 

	Network Electric Company

	 	Delaware
	 	5425 Louis Lane

Reno, NV 89511
	 	76-0598345
	 	DE Network Electric Company
	 

	North Houston Pole Line, L.P.

	 	Texas
	 	1608 Margaret Street

Houston, TX 77093
	 	74-1675857
	 	North Houston Pole Line Corp.




Lindsey Electric
	 

	North Sky Communications, Inc.

	 	Delaware
	 	120 N.E. 136th Avenue
Vancouver, WA 98684
	 	76-0605490
	 	None
	 

	Okay Construction Company, LLC

	 	Delaware
	 	208 Rum River Drive

Princeton, MN 55371
	 	76-0612169
	 	None
	 






4








 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	LOCATION OF CHIEF EXECUTIVE	 	 	 	 
	 	 	JURISDICTION	 	OFFICE AND PRINCIPAL	 	 	 	 
	PRINCIPAL	 	OF FORMATION	 	PLACE OF BUSINESS	 	TAX ID NO.	 	PRIOR NAMES OR TRADE NAMES
	 

	PAR Electrical Contractors, Inc.

	 	Missouri
	 	4770 North Belleview Avenue
Suite 300
Kansas City, MO 64116
	 	44-0591890
	 	Riggin & Diggin
	

	 	 	 	 	 	 	 	Harker & Harker
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Union Power Construction

Company
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Seaward Corporation
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Mustang Line Contractors,
Inc.
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Lineco Leasing, LLC
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Par Infrared Consultants
	 

	Parkside Site & Utility Company

Corporation

	 	Delaware
	 	123 King Phillip Street

Johnston, RI 02919
	 	76-0612181
	 	None
	 

	Parkside Utility Construction Corp.

	 	Delaware
	 	123 King Phillip Street

Johnston, RI 02919
	 	76-0612160
	 	None
	 

	Potelco, Inc.

	 	Washington
	 	14103 8th Street East

Sumner, WA 98390
	 	91-0784248
	 	Kingston Constructors
	

	 	 	 	 	 	 	 	Kuenzi Construction
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	NorAm Telecommunications
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Potelco, Incorporated
	 

	Professional Teleconcepts, Inc.

	 	Illinois
	 	Route 12 South

Norwich, NY 13815
	 	36-3785874
	 	None
	 

	Professional Teleconcepts, Inc.

	 	New York
	 	Route 12 South

Norwich, NY 13815
	 	16-1246233
	 	Airlan Telecom Services, L.P.
	 






5








 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	LOCATION OF CHIEF EXECUTIVE	 	 	 	 
	 	 	JURISDICTION	 	OFFICE AND PRINCIPAL	 	 	 	 
	PRINCIPAL	 	OF FORMATION	 	PLACE OF BUSINESS	 	TAX ID NO.	 	PRIOR NAMES OR TRADE NAMES
	 

	Quanta Delaware, Inc.

	 	Delaware
	 	300 Delaware Avenue

9th Floor

Wilmington, DE 19801
	 	51-6508285
	 	None
	 

	Quanta Government Services, Inc.

	 	Delaware
	 	1360 Post Oak Blvd.
Suite 2100
Houston, Texas 77056
	 	76-0605504
	 	None
	 

	Quanta Government Solutions, Inc.

	 	Delaware
	 	1360 Post Oak Blvd.
Suite 2100
Houston, Texas 77056
	 	76-0612166
	 	Quanta LI Acquisition, Inc.
	 

	Quanta Services Management
Partnership, L.P.

	 	Texas
	 	1360 Post Oak Blvd.
Suite 2100
Houston, Texas 77056
	 	76-0574732
	 	None
	 

	Quanta Utility Installation Company, Inc.

	 	Delaware
	 	1360 Post Oak Blvd.
Suite 2100
Houston, Texas 77056
	 	76-0592449
	 	None
	 

	Quanta Utility Services, LLC

	 	Delaware
	 	4770 North Belleview Avenue
Suite 300


Kansas City, MO 64116
	 	76-0589263
	 	Great Western Enterprises, Inc.




Bore Specialists
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	TVS Systems, Inc.
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Netcom Management Group,
Inc.
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Northern Line Layers, LLC
	 

	R.A. Waffensmith & Co., Inc.

	 	Delaware
	 	2042 N. Kelty Road


Franktown, CO 80116
	 	76-0589266
	 	Dahl Trenching
	 

	S.K.S. Pipeliners, LLC

	 	Delaware
	 	19705 W. Lincoln Avenue


New Berlin, WI 53146
	 	76-0605517
	 	None
	 






6








 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	LOCATION OF CHIEF EXECUTIVE	 	 	 	 
	 	 	JURISDICTION	 	OFFICE AND PRINCIPAL	 	 	 	 
	PRINCIPAL	 	OF FORMATION	 	PLACE OF BUSINESS	 	TAX ID NO.	 	PRIOR NAMES OR TRADE NAMES
	 

	Southeast Pipeline Construction, Inc.

	 	Delaware
	 	245 N. Main Street


Jasper, GA 30143
	 	76-0612175
	 	None
	 

	Southwestern Communications, Inc.

	 	Delaware
	 	15427 E. Fremont Drive
Englewood, CO 80112
	 	76-0612171
	 	NetCom Management Group
	 

	Southwest Trenching Company, Inc.

	 	Texas
	 	1608 Margaret St.


Houston, Texas 77093
	 	76-0106600
	 	None
	 

	Spalj Construction Company

	 	Delaware
	 	22360 County Road 12

Deerwood, MN 56444
	 	76-0567489
	 	Span-Con of Deerwood
	

	 	 	 	 	 	 	 	Wilson Roadbores
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Dot 05 Optical

Communications
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Smith Contracting
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Thorstad Brothers Tiling
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Tjader & Highstrom
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Dot 05, LLC
	 

	Sumter Utilities, Inc.

	 	Delaware
	 	1151 North Pike West

Sumter, SC 29153
	 	76-0577089
	 	Utilco, Inc.
	

	 	 	 	 	 	 	 	Old Lesco Corporation, Inc.
	 

	The Ryan Company, Inc.

	 	Massachusetts
	 	25 Constitution Drive

Taunton, MA 02780
	 	04-2387367
	 	Eastern Communications
	

	 	 	 	 	 	 	 	The Ryan Company Inc. of
Massachusetts
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	The Ryan Company of
Massachusetts
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Ryan Company Inc. (The)
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	The Ryan Company
Incorporated of
Massachusetts
	 
	 	 	 	 	 	 	 	 
	 






7








 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	LOCATION OF CHIEF EXECUTIVE	 	 	 	 
	 	 	JURISDICTION	 	OFFICE AND PRINCIPAL	 	 	 	 
	PRINCIPAL	 	OF FORMATION	 	PLACE OF BUSINESS	 	TAX ID NO.	 	PRIOR NAMES OR TRADE NAMES
	 

	Tjader, L.L.C.

	 	Delaware
	 	541 Industrial Drive

New Richmond, WI 54017
	 	76-0654709
	 	None
	 

	TNS-VA, LLC

	 	Delaware
	 	Route 12 South

Norwich, NY 13815
	 	N/A
	 	None
	 

	Tom Allen Construction Company

	 	Delaware
	 	3775 Tosovsky Lane

Edwardsville, IL 62025
	 	76-0589277
	 	TA Construction
	

	 	 	 	 	 	 	 	Specialty Drilling
Technology, Inc.
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	T&S Construction Company
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Taylor Built, Inc.
	 

	Total Quality Management Services, LLC

	 	Delaware
	 	1441 Garden Highway

Yuba City, CA 95991
	 	48-1278515
	 	None
	 

	Trans Tech Acquisition, Inc.

	 	Texas
	 	1360 Post Oak Blvd., Ste. 2100
Houston, TX 77056
	 	74-2983032
	 	None
	 

	Trans Tech Electric, L.P.

	 	Texas
	 	4601 Cleveland Road

South Bend, IN 46628
	 	35-1553093
	 	None
	 

	Trawick Construction Company, Inc.

	 	Florida
	 	1555 South Blvd.


Chipley, FL 32428
	 	59-0907078
	 	None
	 

	TTM, Inc.

	 	North Carolina
	 	6135 Lakeview Road
Suite 500
Charlotte, NC 28269
	 	56-1356956
	 	TTM of North Carolina, Inc.
	

	 	 	 	 	 	 	 	TTMF, Inc.
	 






8








 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	LOCATION OF CHIEF EXECUTIVE	 	 	 	 
	 	 	JURISDICTION	 	OFFICE AND PRINCIPAL	 	 	 	 
	PRINCIPAL	 	OF FORMATION	 	PLACE OF BUSINESS	 	TAX ID NO.	 	PRIOR NAMES OR TRADE NAMES
	 

	Underground Construction Co., Inc.

	 	Delaware
	 	5145 Industrial Way

Benicia, CA 94510
	 	76-0575471
	 	Underground Construction Co.
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Delaware Underground
Construction Co.
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Metro Underground
Construction Co.
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Underground Electric

Construction Company
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Hudson & Poncetta, Inc.
	 

	Utility Line Management Services, Inc.

	 	Delaware
	 	4770 North Belleview Avenue,
Suite 300
Kansas City, Missouri 64116-2188
	 	76-0612162
	 	Quanta LIV Acquisition, Inc.
	 

	VCI Telcom, Inc.

	 	Delaware
	 	1921 West Eleventh Street

Upland, CA 91786
	 	76-0589274
	 	None
	 

	W. C. Communications, Inc.

	 	Delaware
	 	1921 West Eleventh Street

Upland, CA 91786
	 	76-0598348
	 	West Coast Communications
	 







9










 






EXHIBIT B

LIENS EXISTING ON THE CLOSING DATE




	 	 	 	 	 	 	 	 	 
	Company	 	Secured Party	 	Jurisdiction	 	Type of Filing	 	Filing Information
	 

	PAR Electrical
Contractors, Inc.

	 	Alcan Aluminum

Corporation
	 	Missouri Secretary
of State
	 	Original
	 	#20020113972J filed 10/15/02
	 

	Arby Construction,
Inc.

	 	Associated Bank N.A.
	 	Delaware Secretary
of State
	 	Original
	 	#11661573 filed 11/13/01
	 

	Arby Construction,
Inc.

	 	Associated Bank N.A.
	 	Wisconsin Secretary
of State
	 	Original
	 	#020000945018 filed 1/10/02
	 

	Arby Construction,
Inc.

	 	Associated Bank N.A.
	 	Wisconsin Secretary
of State
	 	Original
	 	#020002935423 filed 2/08/02
	 

	Mears HDD, Inc.

	 	Bank One, Michigan
	 	Michigan Secretary
of State
	 	Original
	 	#D613308 filed 1/27/00
	 

	Mears/CPG, Inc.

	 	Bank One, Michigan
	 	Michigan Secretary
of State
	 	Original
	 	#D613309 filed 1/27/00
	 

	PAR Electrical
Contractors, Inc.

	 	BCL Capital
	 	Nevada Secretary of
State
	 	Original
	 	#0108999 filed 6/19/01
	 

	Sumter Utilities, Inc.

	 	Blanchard Machinery

Company
	 	Delaware Secretary
of State
	 	Original
	 	#40900375 filed 3/31/04
	 

	Sumter Utilities, Inc.

	 	Blanchard Machinery

Company
	 	South Carolina
Secretary of State
	 	Original
	 	#1501324 filed 10/4/02
	 

	Sumter Utilities, Inc.

	 	Blanchard Machinery

Company
	 	South Carolina
Secretary of State
	 	Original
	 	#1408088 filed 5/16/03
	 

	Sumter Utilities, Inc.

	 	Blanchard Machinery

Company
	 	South Carolina
Secretary of State
	 	Original
	 	#0910232 filed 4/7/03
	 

	Sumter Utilities, Inc.

	 	Blanchard Machinery

Company
	 	South Carolina
Secretary of State
	 	Original
	 	#1205188 filed 1/22/02
	 

	Sumter Utilities, Inc.

	 	Blanchard Machinery

Company
	 	South Carolina
Secretary of State
	 	Original
	 	#110616C filed 3/9/01
	 

	Sumter Utilities, Inc.

	 	Blanchard Machinery

Company
	 	South Carolina
Secretary of State
	 	Original
	 	#1408179 filed 5/16/03
	 

	Bradford Brothers,
Inc.

	 	Briggs Construction
Equipment, Inc.
	 	North Carolina
Secretary of State
	 	Original

************

amendment
	 	#20030025813F filed 3/17/03

*******************

#20030088548K filed 9/2/03
	 

	Bradford Brothers,

Incorporated

	 	Briggs Construction
Equipment, Inc.
	 	North Carolina
Secretary of State
	 	Original
	 	#20030023411H filed 3/10/03
	 

	Trawick Construction
Company Inc.

	 	Canon Financial
Services, Inc.
	 	Florida Secretary
of State
	 	Original
	 	#200100101846 filed 5/9/01
	 

	PAR Electrical
Contractors, Inc.

	 	Canyon State Oil

Company
	 	Arizona Secretary
of State
	 	Original
	 	#20011186461-4 filed 8/21/01
	 

	PAR Electrical
Contractors, Inc.

	 	Canyon State Oil

Company
	 	Nevada Secretary of
State
	 	Original
	 	#0015437 filed 10/16/00
	 

	Bradford Brothers,
Inc.

	 	Carolina Tractor
and Equipment
Company
	 	North Carolina
Secretary of State
	 	Original
	 	#20040014973A filed 2/13/04
	 

	Bradford Brothers,
Inc.

	 	Carter Machinery
Co., Inc.
	 	North Carolina
Secretary of State
	 	Original
	 	#20030077097G filed 7/31/03
	 

	Bradford Brothers,
Inc.

	 	Carter Machinery
Company, Inc.
	 	North Carolina
Secretary of State
	 	Original
	 	#20010524852C filed 9/21/01
	 

	Bradford Brothers,
Inc.

	 	Carter Machinery
Company, Inc.
	 	North Carolina
Secretary of State
	 	Original
	 	#20020038512C filed 4/2/02
	 

	Bradford Brothers,

Incorporated

	 	Carter Machinery
Company, Inc.
	 	North Carolina
Secretary of State
	 	Original
	 	#20010508233E filed 8/6/01
	 






1








 





	 	 	 	 	 	 	 	 	 
	Company	 	Secured Party	 	Jurisdiction	 	Type of Filing	 	Filing Information
	 

	Bradford Brothers,

Incorporated

	 	Carter Machinery
Company, Inc.
	 	North Carolina
Secretary of State
	 	Original
	 	#20010508065G filed 8/6/01
	 

	Bradford Brothers,
Inc.

	 	Carter Machinery
Co., Inc.
	 	North Carolina
Secretary of State
	 	Original
	 	#20020085382C filed 8/5/02
	 

	Bradford Brothers,
Inc.

	 	Carter Machinery
Co., Inc.
	 	North Carolina
Secretary of State
	 	Original
	 	#200200974999L filed 9/9/02
	 

	Bradford Brothers,
Inc.

	 	Carter Machinery
Co., Inc.
	 	North Carolina
Secretary of State
	 	Original
	 	#20040003787B filed 1/13/04
	 

	Bradford Brothers,
Inc.

	 	Carter Machinery
Co., Inc.
	 	North Carolina
Secretary of State
	 	Original
	 	#20040099238J filed 10/11/04
	 

	PAR Electrical
Contractors, Inc.

	 	Carter Machinery
Co., Inc.
	 	Missouri Secretary
of State
	 	Original
	 	#20040051919B filed 5/10/04
	 

	Golden State Utility
Co.

	 	Case Corporation
	 	California
Secretary of State
	 	Original
	 	#200115160788 filed 5/31/01
	 

	Quanta Services, Inc.

	 	Case Corporation
	 	Texas Secretary of
State
	 	Original

Amendment

Correction
	 	#04-0044924047 filed 10/15/03

#400608281 filed 03/17/04

#400637610 filed 04/12/04
	 

	Dillard Smith

Construction Company

	 	CCA Financial, LLC
	 	Delaware Secretary
of State
	 	Original
	 	#32903626 filed 11/5/03
	 

	Dillard Smith

Construction Company

	 	Cecil I. Walker
Machinery Co.
	 	North Carolina
Secretary of State
	 	Original
	 	#20000021026 filed 2/28/00
	 

	Dillard Smith

Construction Company

	 	Cecil I. Walker
Machinery Co.
	 	North Carolina
Secretary of State
	 	Original
	 	#20000021025 filed 2/28/00
	 

	Dillard Smith

Construction Company

	 	Cecil I. Walker
Machinery Co.
	 	North Carolina
Secretary of State
	 	Original
	 	#20000021024 filed 2/28/00
	 

	Dillard Smith

Construction Company

	 	Cecil I. Walker
Machinery Co.
	 	North Carolina
Secretary of State
	 	Original
	 	#20000021023 filed 2/28/00
	 

	Dillard Smith

Construction Company

	 	Cecil I. Walker
Machinery Co.
	 	Mecklenburg County,

North Carolina
	 	Original
	 	#200001772 filed 2/29/00
	 

	Dillard Smith

Construction Company

	 	Cecil I. Walker
Machinery Company
	 	Mecklenburg County,

North Carolina
	 	Original
	 	#200001773 filed 2/29/00
	 

	Bradford Brothers,
Inc. d/b/a Edwards
Pipeline Company

	 	Charlotte Tractor

Company
	 	North Carolina
Secretary of State
	 	Original
	 	#20030084777K filed 8/21/03
	 

	Global Enercom
Management, Inc.

	 	CitiCorp Vendor
Finance, Inc.
	 	Delaware Secretary
of State
	 	Original
	 	#43372226 filed 12/1/04
	 

	R.A. Waffensmith &
Co., Inc.

	 	Clarity Credit

Corporation
	 	Colorado Secretary
of State
	 	Original
	 	#20012019935 M filed 3/14/01
	 

	Quanta Services, Inc.

	 	CNH Capital America

LLC
	 	Texas Secretary of
State
	 	Original
	 	#50000452915 filed 1/6/2005
	 

	PAR Electrical
Contractors, Inc.

	 	Colorado Machinery
	 	Colorado Secretary
of State
	 	Original
	 	#2003F074233 filed 7/9/03
	 

	PAR Electrical
Contractors, Inc.

	 	Construction
Machinery, Inc.
	 	Nevada Secretary of
State
	 	Original
	 	#0102750 filed 2/26/01
	 






2








 





	 	 	 	 	 	 	 	 	 
	Company	 	Secured Party	 	Jurisdiction	 	Type of Filing	 	Filing Information
	 

	Golden State Utility
Co.

	 	Continental
Resources Inc.
	 	California
Secretary of State
	 	Original
	 	#199910260248 filed 4/2/99
	 

	Golden State Utility
Co.

	 	Continental
Resources Inc.
	 	California
Secretary of State
	 	Original
	 	#200003160553 filed 1/25/00
	 

	The Ryan Company, Inc.

	 	David C. Varisco
	 	Plymouth County

Superior Court,

Massachusetts
	 	Civil Trial- Misc.
Contract
	 	Case 01 204624 filed 7/12/02
	 

	Golden State Utility
Co.

	 	Danielson
Construction, Inc.
	 	California
Secretary of State
	 	Original
	 	#199907460676 filed 3/5/99
	 

	Quanta Services, Inc.

	 	De Lage Landen
Financial Services,
Inc.
	 	Delaware Secretary
of State
	 	Original
	 	#41174335 filed 04/27/04
	 

	Mears, CPG, LLC

	 	FirstBank
	 	Michigan Secretary
of State
	 	Original

************

Continuation
	 	#D330575 filed 1/26/98

*******************

#2002031404-9 filed 12/4/02 –

continuation
	 

	Mears/HDD, Inc.

	 	FirstBank
	 	Michigan Secretary
of State
	 	Original

************

Continuation
	 	#D211493 filed 3/21/97

*******************

#D870862 filed 2/5/02 –

continuing
#D211493 filed
3/21/97
	 

	Mears/HDD, Inc.

	 	FirstBank
	 	Michigan Secretary
of State
	 	Original

continuation
	 	#D507420 filed 4/22/99

#2004047100-7 filed 03/04/04
	 

	R.A. Waffensmith &
Co., Inc.

	 	Fleet Business

Credit, LLC
	 	Colorado Secretary
of State
	 	Original
	 	#20022092857 M filed 9/3/02
	 

	Dillard Smith

Construction Company

	 	Fleet Capital

Corporation
	 	Delaware Secretary
of State
	 	Original
	 	#21637374 filed 6/3/02
	 

	PAR Electrical
Contractors, Inc.

	 	Hawthorne Machinery
Co.
	 	California
Secretary of State
	 	Original
	 	#0009660608 filed 3/31/00
	 

	H.L. Chapman Pipeline
Construction, Inc.

	 	Holt Texas Ltd.,
dba Holt Company of
Texas
	 	Delaware Secretary
of State
	 	Original
	 	#11791818 filed 11/21/01
	 

	Potelco, Inc.

	 	IOS Capital, LLC
	 	Washington
Secretary of State
	 	Original
	 	#200325363938 filed 9/9/03
	 

	Mears/ CPG, LLC

	 	Irwin Union Bank
and Trust Company
	 	Michigan Secretary
of State
	 	Original
	 	#D674193 filed 7/13/00
	 

	Bradford Brothers,
Inc.

	 	J.W. Burress, Inc.
	 	North Carolina
Secretary of State
	 	Original
	 	#20010503538I filed 7/24/01
	 

	Bradford Brothers,
Inc.

	 	J.W. Burress, Inc.
	 	North Carolina
Secretary of State
	 	Original
	 	#20010506576H filed 7/9/01
	 

	Northern Line Layers,

LLC

	 	JCB Finance LLC
	 	Delaware Secretary
of State
	 	Original
	 	#22029555 filed 8/1/02
	 

	Quanta Services, Inc.

	 	Key Equipment
Finance, a Division
of Key Corporate
Capital
	 	Delaware Secretary
of State
	 	Original
	 	#20112304 filed 12/10/01
	 

	PAR Electrical
Contractors, Inc.

	 	Kirby-Smith
Machinery Inc.
	 	Oklahoma Co., OK
	 	Original
	 	#0009820 filed 2/20/01
	 

	H.L. Chapman Pipeline
Construction, Inc.

	 	Komatsu Financial
L.P.
	 	Delaware Secretary
of State
	 	In Lieu- original

filed in TX
	 	#20861348 filed 3/13/02
	 

	H.L. Chapman Pipeline
Construction, Inc.

	 	Komatsu Financial LP
	 	Texas Secretary of
State
	 	Original
	 	#01-003074 filed 1/5/01
	 






3








 





	 	 	 	 	 	 	 	 	 
	Company	 	Secured Party	 	Jurisdiction	 	Type of Filing	 	Filing Information
	 

	Sumter Utilities, Inc.

	 	Kubota Credit
Corporation U.S.A.
	 	South Carolina
Secretary of State
	 	Original
	 	#040903-1408168 filed 9/3/04
	 

	Sumter Utilities

	 	Kubota Credit
Corporation U.S.A.
	 	South Carolina
Secretary of State
	 	Original
	 	#1044516 filed 5/29/03
	 

	Sumter Utilities

	 	Kubota Credit
Corporation U.S.A.
	 	South Carolina
Secretary of State
	 	Original
	 	#1010530 filed 4/30/03
	 

	Sumter Utilities

	 	Kubota Credit
Corporation U.S.A.
	 	South Carolina
Secretary of State
	 	Original
	 	#1010438 filed 4/30/03
	 

	Sumter Utilities

	 	Kubota Credit
Corporation U.S.A.
	 	South Carolina
Secretary of State
	 	Original
	 	#1010290 filed 4/30/03
	 

	The Ryan Company, Inc.

	 	LaChance Financial
Services, Inc.
Assigned to:
	 	Massachusetts
Secretary of State
	 	Original
	 	#00739745 filed 8/25/00
	

	 	GE Capital Colonial

Pacific	 	 	 	 	 	 
	 

	PAR Electrical
Contractors, Inc.

	 	Les Schwab Tire
Center of Boise,
Inc.
	 	Washington
Secretary of State
	 	Original
	 	#200214971572 filed 5/28/02
	 

	PAR Electrical
Contractors, Inc.

	 	Les Schwab Tire
Center of Boise,
Inc.
	 	Missouri Secretary
of State
	 	Original
	 	#20040034270C filed 3/29/04
	 

	PAR Electrical
Contractors, Inc.

	 	Les Schwab Tire
Center of Boise,
Inc.
	 	Missouri Secretary
of State
	 	Original
	 	#20040114871K filed 11/1/04
	 

	Intermountain Electric

	 	Liebert North

America Corporation
	 	Colorado Secretary
of State
	 	Original
	 	#20012112389 filed 12/5/01
	 

	R.A. Waffensmith &
Co., Inc.

	 	Minnwest Capital

Corporation
	 	Colorado Secretary
of State
	 	Original
	 	#20022085210 M filed 8/9/02
	 

	Quanta Services, Inc.

	 	Mirex
	 	Texas Secretary of
State
	 	Original
	 	#02-0032952528 filed 6/7/02
	 

	Sumter Utilities, Inc.

	 	Navistar Financial
Corp.
	 	South Carolina
Secretary of State
	 	Original
	 	#105127A filed 10/23/01
	 

	Potelco, Inc.

	 	NC Machinery Co
	 	Washington
Secretary of State
	 	Original
	 	#2004-260-3042-5 filed 9/16/04
	 

	Spalj Construction

Company

	 	New Holland Credit

Company
	 	Minnesota Secretary
of State
	 	Original
	 	#2227706 filed 5/15/00
	 

	Spalj Construction

Company

	 	New Holland Credit

Company
	 	Minnesota Secretary
of State
	 	Original
	 	#2236567 filed 6/15/00
	 

	Manuel Bros., Inc.

	 	Nikon Inc.,
Instrument Group
	 	California
Secretary of State
	 	Original
	 	#0023560499 filed 8/21/00
	 

	Golden State Utility
Co.

	 	Nixon-Egli
Equipment Company
of Southern
California, Inc.
	 	California
Secretary of State
	 	Original
	 	#200004860682 filed 2/14/00
	 

	Spalj Construction

Company

	 	NMHG Financial
Services, Inc.
	 	Minnesota Secretary
of State
	 	Original
	 	#2271895 filed 11/2/00
	 

	The Ryan Company, Inc.

	 	Peterson Tractor Co.
	 	Massachusetts
Secretary of State
	 	Original
	 	#200208423380 filed 1/18/02
	 

	PAR Electrical
Contractors, Inc.

	 	Portable Tool Sales
& Service, Inc.
Assigned to
Associates
Commercial
Corporation
	 	Clay Co., Missouri
	 	Original

**********

Amendment
	 	#H170564 filed 9/24/99

******************

#A-H170564 filed 11/29/99
	 






4








 





	 	 	 	 	 	 	 	 	 
	Company	 	Secured Party	 	Jurisdiction	 	Type of Filing	 	Filing Information
	 

	PAR Electrical
Contractors, Inc.

	 	Rasmussen Equipment
Co.
	 	Colorado Secretary
of State
	 	Original
	 	#20012002964 filed 1/11/01
	 

	PAR Electrical
Contractors, Inc.

	 	Redburn Tire Co.
	 	Nevada Secretary of
State
	 	Original
	 	#0009471 filed 6/20/00
	 

	Dillard Smith

Construction Company

	 	Ringhaver Equipment

Company
	 	Florida Secretary
of State
	 	Original
	 	#200100114112 filed 5/23/01
	 

	Dillard Smith

Construction Company

	 	Ringhaver Equipment

Company
	 	Florida Secretary
of State
	 	Original
	 	#200100125788 filed 6/8/01
	 

	PAR Electrical
Contractors, Inc.

	 	Rish Equipment

Company
	 	Missouri Secretary
of State
	 	Original
	 	#20040007266J filed 1/20/04
	 

	PAR Electrical
Contractors, Inc.

	 	Rish Equipment

Company
	 	Missouri Secretary
of State
	 	Original
	 	#20040007267K filed 1/20/04
	 

	PAR Electrical
Contractors, Inc.

	 	Rish Equipment

Company
	 	Missouri Secretary
of State
	 	Original
	 	#20040025494A filed 3/9/04
	 

	PAR Electrical
Contractors, Inc.

	 	Rish Equipment

Company
	 	Missouri Secretary
of State
	 	Original
	 	#20040031174C filed 3/22/04
	 

	PAR Electrical
Contractors, Inc.

	 	Rish Equipment

Company
	 	Missouri Secretary
of State
	 	Original
	 	#20040050840E filed 5/04/04
	 

	PAR Electrical
Contractors, Inc.

	 	Rish Equipment

Company
	 	Missouri Secretary
of State
	 	Original
	 	#20040051904G filed 5/10/04
	 

	PAR Electrical
Contractors, Inc.

	 	Rish Equipment

Company
	 	Missouri Secretary
of State
	 	Original
	 	#20040068030E filed 6/21/04
	 

	PAR Electrical
Contractors, Inc.

	 	Rish Equipment

Company
	 	Missouri Secretary
of State
	 	Original
	 	#20040068031F filed 6/21/04
	 

	PAR Electrical
Contractors, Inc.

	 	River City
Petroleum, Inc.
	 	Nevada Secretary of
State
	 	Original
	 	#2001012642-8 filed 12/5/01
	 

	Mears/CPG, LLC

	 	Roland Machinery

Company
	 	Michigan Secretary
of State
	 	Original
	 	#D627375 filed 3/6/00
	 

	Mears/CPG, LLC

	 	Roland Machinery

Company
	 	Michigan Secretary
of State
	 	Original
	 	#D627376 filed 3/6/00
	 

	Mears/CPG, LLC

	 	Roland Machinery

Company
	 	Michigan Secretary
of State
	 	Original
	 	#D658629 filed 5/26/00
	 

	Dillard Smith

Construction Company

	 	Rudd Equipment Co.
	 	Mecklenburg County,

North Carolina
	 	Original
	 	#199906939 filed 7/19/99
	 

	Dillard Smith

Construction Company

	 	Rudd Equipment

Company
	 	Mecklenburg County,

North Carolina
	 	Original
	 	#199906627 filed 7/8/99
	 

	Trans Tech Electric,
L.P.

	 	Rudd Equipment

Company
	 	Texas Secretary of
State
	 	Original
	 	#03-0034559392 filed 7/15/03
	 

	H.L. Chapman Pipeline
Construction, Inc.

	 	Safeco Credit
Company, Inc.
	 	Delaware Secretary
of State
	 	In Lieu
	 	#30271703 filed 1/14/03
	 

	H.L. Chapman Pipeline
Construction, Inc.

	 	Safeco Credit
Company, Inc.
	 	Delaware Secretary
of State
	 	In Lieu – Original

filed in TX
	 	#22861510 filed 10/31/02
	 

	Sumter Utilities, Inc.

	 	Safeco Credit
Company, Inc.
	 	Delaware Secretary
of State
	 	In Lieu – Original

filed in SC
	 	#42349100 filed 8/17/04
	 

	Parkside Site and
Utility Company
Corporation

	 	Schmidt Equipment
Inc.
	 	Rhode Island
Secretary of State
	 	Original
	 	#027012 filed 10/23/03
	 






5








 





	 	 	 	 	 	 	 	 	 
	Company	 	Secured Party	 	Jurisdiction	 	Type of Filing	 	Filing Information
	 

	PAR Electrical
Contractors, Inc.

	 	Steelcase Financial
Services, Inc.
	 	Missouri Secretary
of State
	 	Original
	 	#20018069813E filed 12/28/01
	 

	Arby Construction,
Inc.

	 	St. Francis Bank
	 	Delaware Secretary
of State
	 	Original
	 	#11138960 filed 9/11/01
	 

	Crown Fiber
Communications, Inc.

	 	Textron Financial

Corporation
	 	Barrow Co., GA
	 	Original
	 	#007-99-003034 filed 3/22/99
	 

	PAR Electrical
Contractors, Inc.

	 	The CIT
Group/Equipment
Financing, Inc.
	 	California
Secretary of State
	 	Original
	 	#0127060381 filed 9/26/01
	 

	Trawick Construction
Company, Inc.

	 	Thompson Tractor
Co., Inc.
	 	Florida Secretary
of State
	 	Original
	 	#200408256484 filed 11/5/04
	 

	The Ryan Company, Inc.

	 	Tom Growney
Equipment, Inc.
	 	Massachusetts
Secretary of State
	 	Original
	 	#200213672140 filed 7/29/02
	 

	Arby Construction,
Inc.

	 	Tractor Loader Sales
	 	Wisconsin Secretary
of State
	 	Original
	 	#040015153419 filed 9/27/04
	 

	H.L. Chapman Pipeline
Construction, Inc.

	 	Trencor, Inc.
	 	Texas Secretary of
State
	 	Original
	 	#00-436961 filed 2/22/00
	 

	Croce Electric
Company, Inc.

	 	Trinity Capital

Corporation
	 	Massachusetts
Secretary of State
	 	Original
	 	#01768453 filed 1/4/01
	 

	Ryan Company

	 	Tyler Equipment

Corporation
	 	Massachusetts
Secretary of State
	 	Original
	 	#200103470830 filed 6/25/01
	 

	Spalj Construction

Company

	 	U.S. Bancorp
	 	Delaware Secretary
of State
	 	Original
	 	#11664346 filed 11/13/01
	 

	Dillard Smith

Construction Company

	 	U.S. Bancorp
Equipment Finance,
Inc.
	 	Delaware Secretary
of State
	 	Original
	 	#32506783 filed 9/26/03
	 

	Coast to Coast &
Howard O Brown & Mary
Kathleen Brown

	 	U.S. Small Business
Administration
	 	California
Secretary of State
	 	Original

************

Continuation
	 	#94089846 filed 5/9/94
*******************
#99111C0068 filed 4/19/99 –
continuation of #94089846
filed 5/9/94
	 

	Arby Construction,
Inc.

	 	United Leasing
Associates of
America
	 	Delaware Secretary
of State
	 	Original
	 	#41685918 filed 6/18/04
	 

	Arby Construction,
Inc.

	 	United Leasing
Associates of
America
	 	Delaware Secretary
of State
	 	Original
	 	#43577782 filed 12/20/04
	 

	Intermountain
Electric Inc.

	 	Universal Tractor Co
	 	Colorado Secretary
of State
	 	Original
	 	#20002067174 filed 7/25/00
	 

	Intermountain Electric

	 	Universal Tractor
Co.
	 	Colorado Secretary
of State
	 	Original
	 	#20002067173 filed 7/25/00
	 

	H.L. Chapman Pipeline
Construction, Inc.

	 	Vermeer Equipment
of Texas, Inc.
	 	Texas Secretary of
State
	 	Original
	 	#0000596713 filed 10/02/00
	 

	H.L. Chapman Pipeline
Construction, Inc.

	 	Vermeer Equipment
of Texas, Inc.
	 	Texas Secretary of
State
	 	Original
	 	#00-576707 filed 8/31/00
	 

	North Houston Pole
Line, L.P.

	 	Vermeer Equipment
of Texas, Inc.
	 	Texas Secretary of
State
	 	Original
	 	#443354 filed 3/01/00
	 

	North Houston Pole
Line, L.P.

	 	Vermeer Equipment
of Texas, Inc.
	 	Texas Secretary of
State
	 	Original
	 	#443355 filed 3/01/00
	 






6








 





	 	 	 	 	 	 	 	 	 
	Company	 	Secured Party	 	Jurisdiction	 	Type of Filing	 	Filing Information
	 

	Trawick Construction
Company Inc.

	 	Vermeer Sales &
Service, Inc.
	 	Florida Secretary
of State
	 	Original
	 	#200000141496 filed 6/19/00
	 

	Trawick Construction
Company Inc.

	 	Vermeer Sales &
Service, Inc.
	 	Florida Secretary
of State
	 	Original
	 	#200000127141 filed 6/1/00
	 

	Trawick Construction
Company Inc.

	 	Vermeer Sales &
Service, Inc.
	 	Florida Secretary
of State
	 	Original
	 	#200000141495 filed 6/19/00
	 

	Dillard Smith

Construction Company

	 	Whayne Supply

Company
	 	Tennessee Secretary
of State
	 	Original
	 	#200043087 filed 12/1/00
	 

	Dillard Smith

Construction Company

	 	Whayne Supply

Company
	 	Tennessee Secretary
of State
	 	Original
	 	#201046652 filed 1/4/01
	 

	Potelco, Inc.

	 	Wells Fargo Bank
Northwest, N.A.
	 	Washington
Secretary of State
	 	Original
	 	#200223849091 filed 8/26/02
	 

	Dillard Smith

Construction Company

	 	Whayne Supply

Company
	 	Delaware Secretary
of State
	 	Original
	 	#11479216 filed 10/22/01
	 

	Dillard Smith

Construction Company

	 	Whayne Supply

Company
	 	Delaware Secretary
of State
	 	Original
	 	#11751051 filed 11/19/01
	 

	Dillard Smith

Construction Company

	 	Whayne Supply

Company
	 	Delaware Secretary
of State
	 	Original
	 	#41084963 filed 4/19/04
	 

	Dillard Smith

Construction Company

	 	Whayne Supply

Company
	 	Delaware Secretary
of State
	 	Original
	 	#42254680 filed 8/11/04
	 

	Dillard Smith

Construction Company

	 	Caterpillar

Financial Services
	 	Delaware Secretary
of State
	 	Original
	 	#42341610 filed 8/19/04
	 

	Dillard Smith

Construction Company

	 	Whayne Supply

Company
	 	Delaware Secretary
of State
	 	Original
	 	#42726943 filed 9/29/04
	 

	Dillard Smith

Construction Company

	 	Whayne Supply

Company
	 	Delaware Secretary
of State
	 	Original
	 	#43196518 filed 11/12/04
	 

	Dillard Smith

Construction Company

	 	Whayne Supply

Company
	 	Delaware Secretary
of State
	 	Original
	 	#50062712 filed 1/06/05
	 

	Dillard Smith

Construction Company

	 	Whayne Supply

Company
	 	Delaware Secretary
of State
	 	Original
	 	#50151432 filed 1/13/05
	 

	Dillard Smith

Construction Company

	 	Whayne Supply

Company
	 	Kentucky Secretary
of State
	 	Original
	 	#1606150 filed 12/29/00
	 

	Dillard Smith

Construction Company

	 	Whayne Supply

Company
	 	Kentucky Secretary
of State
	 	Original
	 	#1606772 filed 2/22/01
	 

	Dillard Smith

Construction Company

	 	Whayne Supply

Company
	 	Tennessee Secretary
of State
	 	Original
	 	#992-023809 filed 5/24/99
	 

	Dillard Smith

Construction Company

	 	Whayne Supply

Company
	 	Tennessee Secretary
of State
	 	Original
	 	#992-023810 filed 5/24/99
	 






7








 





	 	 	 	 	 	 	 	 	 
	Company	 	Secured Party	 	Jurisdiction	 	Type of Filing	 	Filing Information
	 

	Dillard Smith

Construction Company

	 	Whayne Supply

Company
	 	Tennessee Secretary
of State
	 	Original
	 	#992-029789 filed 6/28/99
	 

	Dillard Smith

Construction Company

	 	Whayne Supply

Company
	 	Tennessee Secretary
of State
	 	Original
	 	#993-020628 filed 4/20/99
	 

	Dillard Smith

Construction Company

	 	Whayne Supply

Company
	 	Tennessee Secretary
of State
	 	Original
	 	#993-027729 filed 5/18/99
	 

	Dillard Smith

Construction Company

	 	Whayne Supply

Company
	 	Tennessee Secretary
of State
	 	Original
	 	#993-027730 filed 5/18/99
	 

	Dillard Smith

Construction Company

	 	Whayne Supply

Company
	 	Tennessee Secretary
of State
	 	Original
	 	#101022520 filed 4/02/01
	 

	PAR Electrical
Contractors, Inc.

	 	Williams Scotsman,
Inc.
	 	Missouri Secretary
of State
	 	Original
	 	#20040104448J filed 10/1/04
	 

	PAR Electrical
Contractors, Inc.

	 	Williams Scotsman,
Inc.
	 	Missouri Secretary
of State
	 	Original
	 	#20040104681H filed 10/4/04
	 

	PAR Electrical
Contractors, Inc.

	 	Williams Scotsman,
Inc.
	 	Missouri Secretary
of State
	 	Original
	 	#20040106182F filed 10/7/04
	 

	PAR Electrical
Contractors, Inc.

	 	Williams Scotsman,
Inc.
	 	Missouri Secretary
of State
	 	Original
	 	#20040106183G filed 10/7/04
	 

	PAR Electrical
Contractors, Inc.

	 	Williams Scotsman,
Inc.
	 	Missouri Secretary
of State
	 	Original
	 	#20040106185J filed 10/7/04
	 

	PAR Electrical
Contractors, Inc.

	 	Williams Scotsman,
Inc.
	 	Missouri Secretary
of State
	 	Original
	 	#20040106189B filed 10/7/04
	 

	PAR Electrical
Contractors, Inc.

	 	Williams Scotsman,
Inc.
	 	Missouri Secretary
of State
	 	Original
	 	#20040106191F filed 10/7/04
	 

	PAR Electrical
Contractors, Inc.

	 	Williams Scotsman,
Inc.
	 	Missouri Secretary
of State
	 	Original
	 	#20040106192G filed 10/7/04
	 

	PAR Electrical
Contractors, Inc.

	 	Williams Scotsman,
Inc.
	 	Missouri Secretary
of State
	 	Original
	 	#20040106734J filed 10/8/04
	 

	Potelco, Inc.

	 	William Scotsman

Mobile Offices

Assigned to:

LaSalle National

Leasing Corporation
	 	California
Secretary of State
	 	Original

**********

assignment

assignment
	 	#0228960952 filed 10/15/02

*****************

#03218C0300 filed 7/31/03

#03-324C0098 filed 11/14/03
	 

	The Ryan Company, Inc.

	 	William Scotsman

Mobile Offices
	 	Massachusetts
Secretary of State
	 	Original
	 	#200208218580 filed 1/10/02
	 

	Quanta Services

	 	Yokohama Tire

Corporation
	 	Texas Secretary of
State
	 	Original
	 	#00-579046 filed 9/5/00
	 







8










 






EXHIBIT C




March 14, 2005




Federal Insurance Company

15 Mountain View Rd.

P.O. Box 1615

Warren, New Jersey 07061-1615



Ladies and Gentlemen:



      I am General Counsel of Quanta Services, Inc., a Delaware corporation (the “Company”), and am
delivering this opinion pursuant to Section 2(a) of the Underwriting, Continuing Indemnity and
Security Agreement, dated as of March 14, 2005 (the “Underwriting Agreement”), among Federal
Insurance Company, an Indiana corporation (“Federal”), the Company and the Affiliates and
Subsidiaries of the Company identified on Exhibit A to the Underwriting Agreement, in their
capacity as named Principal and Indemnitors (such Affiliates and Subsidiaries collectively,
together with the Company, the “Indemnitors”). Capitalized terms defined in the Underwriting
Agreement and used (but not otherwise defined) herein are used herein as so defined.



      In so acting, I have examined originals or copies (certified or otherwise identified to my
satisfaction) of (a)(i) the Underwriting Agreement and (ii) the Intercreditor Agreement, dated
March 14, 2005, among the Indemnitors, Federal and Bank of America, N.A., as administrative agent
for the lenders under the Credit Agreement, dated as of December 19, 2003, as amended, among the
Company, certain subsidiaries of the Company as guarantors, and the lenders and other agents party
thereto and (b) such corporate records, agreements, documents and other instruments, and such
certificates or comparable documents of public officials and of officers and representatives of the
Company and its Subsidiaries and Affiliates, and have made such inquiries of such officers and
representatives, as I have deemed relevant and necessary as a basis for the opinions hereinafter
set forth.



      In such examination, I have assumed the legal capacity of all natural persons, the
authenticity of all documents submitted to me as originals, the conformity to original documents of
all documents submitted to me as certified, conformed or photostatic copies and the authenticity of
the originals of such latter documents. As to all questions of fact material to these opinions
that have not been independently established, I have relied upon certificates or comparable
documents of officers and representatives of the Company and its Subsidiaries and Affiliates and
upon the representations and warranties of the Indemnitors contained in the Surety Credit
Documents.



 








 





      Based on the foregoing, and subject to the qualifications stated herein, I am of the opinion
that:



      1. Each Indemnitor identified on Schedule I hereto is a corporation, partnership or limited
liability company validly existing and, if a corporation, in good corporate standing under the laws
of the jurisdiction set forth in column 2 on Schedule I hereto beside the name of such Subsidiary.



      2. Each Indemnitor identified on Schedule I hereto has all requisite corporate (or, if
applicable, partnership or limited liability company) power and authority to execute and deliver
the Specified Documents to which such Indemnitor is a party and to perform its obligations
thereunder. The execution, delivery and performance of the respective Specified Documents by the
Subsidiaries and Affiliates of the Company identified on Schedule I hereto have been duly
authorized by all necessary corporate (or, if applicable, partnership or limited liability company)
action on the part of each such Subsidiary or Affiliate. Each of the Specified Documents to which
each such Subsidiary or Affiliate is a party has been duly and validly executed and delivered by
each of such Subsidiaries or Affiliates party thereto.



      3. The execution and delivery by each Subsidiary or Affiliate of the Company identified on
Schedule I hereto of the Specified Documents to which such Subsidiary or Affiliate is a party, and
the performance by such Subsidiary or Affiliate of its obligations thereunder, will not conflict
with, constitute a default under or violate (a) any of the terms, conditions or provisions of the
Articles or Certificate of Incorporation, Certificate of Formation (or comparable formation
documents) or bylaws (or comparable governing documents) of such Subsidiary or Affiliate, (b) any
of the terms, conditions or provisions of any agreement for indebtedness, determined in accordance
with United States generally accepted accounting principles, which exceeds $25 million to which
such Subsidiary or Affiliate is a party or by which it is bound of which I am aware, (c) any Texas
or Delaware corporate law or federal law or regulation (other than federal and state securities or
blue sky laws as to which I express no opinion, and state trust fund laws, as to which I express no
opinion) that I am aware to be binding on such Subsidiary or Affiliate or to be applicable to its
business, properties or assets or (d) any writ, injunction, decree or order of any governmental
authority binding on such Subsidiary or Affiliate of which I am aware.



      4. To my knowledge, there is no litigation, proceeding or governmental investigation pending
or overtly threatened against the Company or any other Indemnitor that relates to any of the
transactions contemplated by the Surety Credit Documents.



      5. Assuming the filing and proper indexing of the Financing Statements and the payment of
appropriate filing fees with the Secretary of State of the respective State set forth on Schedule
II, such security interest will be perfected, to the extent a security interest in the Collateral
of such Indemnitors may be perfected by the filing of a financing statement under the law of the
Commonwealth of Massachusetts or the States of California, Colorado, Florida, Illinois, Michigan,
Mississippi, Missouri, New York, Washington, North Carolina and Virginia UCC (collectively, “the
UCC”) in effect in the respective States set forth on Schedule II (but excluding copyrights,
tradenames, trademarks, service marks and patent rights). Except as provided in UCC Sections 9-109
and 9-311, “accounts,” “equipment” and “inventory,” as each



2








 






such term is defined in the applicable UCC, are types of collateral in which a security
interest may be perfected by the filing of a financing statement under the applicable UCC in effect
in the respective States set forth on Schedule II.



      The foregoing opinions are subject to the following qualifications:



      (a) My opinions expressed herein are limited to the matters expressly stated herein and no
opinion is implied or may be inferred beyond the matters expressly stated.



      (b) My opinions expressed herein are rendered as of the date hereof and are based on existing
law which is subject to change. Where my opinions expressed herein refer to events to occur at a
future date, I have assumed that there will have been no changes in the relevant law or facts
between the date hereof and such future date. I do not undertake to advise you of any changes in
the opinions expressed herein from matters that may hereafter arise or be brought to my attention
or to revise or supplement such opinions should the present laws of any jurisdiction be changed by
legislative action, judicial decision or otherwise.



      (c) In rendering the opinion set forth in paragraph (5) above:




      (i) I have assumed that the law in the specified jurisdictions is identical to
the law of Delaware;




      (ii) I express no opinion as to any Collateral that may be included within the
definition of Collateral but is not a Bonded Contract or is not specifically
described in Section 6 of the Underwriting Agreement;




      (iii) I express no opinion as to any Collateral (A) that consists of accounts
receivable which are or will be due from the United States of America or any agency
or department thereof or from any state government or agency or department thereof
or (B) that consists of commingled goods, letter-of-credit rights, money, deposit
accounts, electronic chattel paper, investment property, letter of credit rights,
electronic documents or insurance proceeds or which is or may become a fixture or a
commercial tort claim;




      (iv) I have assumed: (A) the existence of the Collateral and that each
Indemnitor has rights in the Collateral; (B) that there is no agreement between the
Indemnitors and the Surety which postpones the attachment of the security interest
in the Collateral; (C) that reasonably equivalent value has been given for all
security interests created pursuant to the Underwriting Agreement; and (D) that each
Financing Statement correctly sets forth the name and address of the secured party
noted therein from which information about the security interests may be obtained
and correctly sets forth the address of the applicable debtor noted therein;




      (v) I express no opinion as to the priority of any lien or security interest
granted pursuant to the Underwriting Agreement;



3








 






      (vi) in the case of nonidentifiable cash proceeds, continuation of perfection
of the security interests of the Surety is limited to the extent set forth in the
UCC as enacted in each applicable state;




      (vii) I express no opinion as to the continuation of a security interest in
property which has been sold, transferred, assigned, exchanged or otherwise disposed
of or as to the continuation or preservation of perfected security interests;




      (viii) I express no opinion as to the validity, perfection or enforceability of
any security interest in, or any collateral assignment of, any contract right which
by its terms may not be assigned or subjected to a security interest; and




      (ix) I have assumed that all filings will be timely made and duly filed as
necessary (A) in the event of a change in the name, identity or corporate structure
of any Indemnitor, (B) in the event of a change in the location of any Indemnitor
and (C) to continue to maintain the effectiveness of the original filings and, for
informational purposes only, I call your attention to the fact that the perfection
of any security interest perfected by the filing of the Financing Statements may
lapse or terminate (X) if the effectiveness of any filed Financing Statement lapses
due to any secured party’s failure to file a properly completed continuation
statement under the UCC as enacted in the applicable state within the time period
required thereunder, (Y) by a change in the jurisdiction of incorporation of any
Indemnitor listed on any Financing Statement or (Z) as to any Collateral acquired by
any Indemnitor more than four months after such Indemnitor changes its name,
identity or corporate structure so as to make any Financing Statement as to such
Indemnitor seriously misleading, unless new appropriate financing statements
containing the new name of the Indemnitor are properly filed before the expiration
of such four month period.



      (d) My opinion in paragraph (5) is further subject to: (i) the limitations on perfection of
security interests in proceeds resulting from the operation of Section 9-315 of the UCC; (ii) the
limitations with respect to buyers in the ordinary course of business imposed by Sections 9-318 and
9-320 of the UCC; (iii) the limitations with respect to documents, instruments and securities
imposed by Sections 8-302, 9-312 and 9-331 of the UCC; (iv) the provisions of Section 9-203 of the
UCC relating to the time of attachment; and (v) Section 552 of Title 11 of the United States Code
(the “Bankruptcy Code”) with respect to any Collateral acquired by the Indemnitor subsequent to the
commencement of a case against or by the Indemnitor under the Bankruptcy Code.



      The opinions expressed herein are limited to the laws of the State of Texas, the General
Corporation Law of the State of Delaware, the corporation laws of the States of California,
Colorado, Florida, Illinois, Michigan, Mississippi, Missouri, New York, North Carolina, Virginia,
Washington, the Massachusetts Business Corporation Act, and the federal laws of the United States;
provided that, as to the corporation laws of the States of California,



4








 






Colorado, Florida, Illinois, Michigan, Mississippi, Missouri, New York, North Carolina, Virginia,
Washington, and the Massachusetts Business Corporation Act, I have assumed that such laws are
identical to the corporation laws of the State of Delaware. I express no opinion with respect to
the laws of any other jurisdiction, whether applicable directly or through the foregoing laws, and
I have assumed, with your permission and without independent verification, that the laws of the
state of incorporation or organization of each Subsidiary or Affiliate of the Company identified on
Schedule I hereto that is not incorporated or organized in the State of Texas or the State of
Delaware are identical to those of the State of Texas.



5








 





      The opinions expressed herein are rendered solely for Surety’s benefit in connection with the
transactions described herein. Those opinions may not be used or relied upon by any other person,
nor may this letter or any copies hereof be furnished to a third party, filed with a governmental
agency, quoted, cited or otherwise referred to, without my prior written consent.



Very truly yours,



6








 





Schedule I




Corporate Good Standing




	 	 	 
	COLUMN 1	 	COLUMN 2
	Advanced Technologies and Installation Corporation

	 	Washington
	Allteck Line Contractors (USA), Inc.

	 	Washington
	Arby Construction, Inc.

	 	Delaware
	Austin Trencher, Inc.

	 	Delaware
	Bradford Brothers, Incorporated

	 	North Carolina
	CCLC, Inc.

	 	Delaware
	Coast to Coast, LLC

	 	California
	CMI Services, Inc.

	 	Florida
	Conti Communications, Inc.

	 	Delaware
	Croce Electric Company, Inc.

	 	Delaware
	Crown Fiber Communications, Inc.

	 	Virginia
	Digco Utility Construction, L.P.

	 	Delaware
	Dillard Smith Construction Company

	 	Delaware
	Driftwood Electrical Contractors, Inc.

	 	Delaware
	Environmental Professional Associates, Limited

	 	California
	Five Points Construction Co.

	 	Texas
	Global Enercom Management, Inc.

	 	Delaware
	Golden State Utility Co.

	 	Delaware
	H. L. Chapman Pipeline Construction, Inc.

	 	Delaware
	Intermountain Electric, Inc.

	 	Colorado
	Irby Construction Company

	 	Mississippi
	Lindsey Electric, L.P.

	 	Texas
	Manuel Bros., Inc.

	 	Delaware
	Mears Engineering/LLC

	 	Michigan
	Mears Group, Inc.

	 	Delaware
	Mears/HDD, LLC

	 	Michigan
	Mears Services LLC

	 	Michigan
	Mears/CPG LLC

	 	Michigan






7








 





	 	 	 
	COLUMN 1	 	COLUMN 2
	Mejia Personnel Services, Inc.

	 	Texas
	Metro Underground Services, Inc. of Illinois

	 	Illinois
	Network Electric Company

	 	Delaware
	North Houston Pole Line, L.P.

	 	Texas
	North Sky Communications, Inc.

	 	Delaware
	Okay Construction Company, LLC

	 	Delaware
	PAR Electrical Contractors, Inc.

	 	Missouri
	Parkside Site and Utility Company Corporation

	 	Delaware
	Parkside Utility Construction Corp.

	 	Delaware
	Potelco, Inc.

	 	Washington
	Professional Teleconcepts, Inc.

	 	Illinois
	Professional Teleconcepts, Inc.

	 	New York
	Quanta Delaware, Inc.

	 	Delaware
	Quanta Government Services, Inc.

	 	Delaware
	Quanta Government Solutions, Inc.

	 	Delaware
	Quanta Services Management Partnership, L.P.

	 	Texas
	Quanta Utility Installation Company, Inc.

	 	Delaware
	Quanta Utility Services, LLC

	 	Delaware
	R.A. Waffensmith & Co., Inc.

	 	Delaware
	S.K.S. Pipeliners, LLC

	 	Delaware
	Southeast Pipeline Construction, Inc.

	 	Delaware
	Southwestern Communications, Inc.

	 	Delaware
	Southwest Trenching Company, Inc.

	 	Texas
	Spalj Construction Company

	 	Delaware
	Sumter Utilities, Inc.

	 	Delaware
	Tjader, L.L.C.

	 	Delaware
	TNS-VA, LLC

	 	Delaware
	Tom Allen Construction Company

	 	Delaware
	Total Quality Management Services, LLC

	 	Delaware
	Trans Tech Acquisition, Inc.

	 	Texas






8








 





	 	 	 
	COLUMN 1	 	COLUMN 2
	Trawick Construction Company, Inc.

	 	Florida
	TTM, Inc.

	 	North Carolina
	Utility Line Management Services, Inc.

	 	Delaware
	VCI Telcom, Inc.

	 	Delaware
	W. C. Communications, Inc.

	 	Delaware






9








 





Schedule II




UCC Filings




Texas

Delaware

Massachusetts

California

Colorado

Florida

Illinois

Michigan

Mississippi

Missouri

New York

Washington

North Carolina

Virginia




10









 








 



www.duanemorris.com



 



March 14, 2005



 



Federal Insurance Company

15 Mountain View Rd.

P.O. Box 1615

Warren, New Jersey 07061-1615
















      Ladies and Gentlemen:



      We have acted as counsel to (i) Quanta Services, Inc., a Delaware corporation (the “Company”),
(ii) Underground Construction Co., Inc., a Delaware corporation (“Underground Construction”), (iii)
The Ryan Company, Inc., a Massachusetts corporation (“The Ryan Company”), and (iv) Trans Tech
Electric, L.P., a Texas limited partnership (“Trans Tech”), in connection with the execution and
delivery of, and the consummation of the transactions contemplated by, the Underwriting, Continuing
Indemnity and Security Agreement, dated as of March 14, 2005 (the “Underwriting Agreement”), among
Federal Insurance Company, an Indiana corporation (“Federal”), the Company and the Affiliates and
Subsidiaries of the Company identified on Exhibit A to the Underwriting Agreement, in their
capacity as named Principal and Indemnitors (such Affiliates and Subsidiaries collectively,
together with the Company, the “Indemnitors”). Underground Construction, The Ryan Company, and
Trans Tech are collectively referred to as the “WIP Entities”. Capitalized terms defined in the
Underwriting Agreement and used (but not otherwise defined) herein are used herein as so defined.



      In so acting, we have examined originals or copies (certified or otherwise identified to our
satisfaction) of (a)(i) the Underwriting Agreement and (ii) the Intercreditor Agreement, dated
March 14, 2005 (together with the Underwriting Agreement, the “Specified Documents”), among the
Indemnitors, Federal and Bank of America, N.A., as administrative agent for the lenders under the
Credit Agreement, dated as of December 19, 2003, as amended (the “Credit Agreement”), among the
Company, certain subsidiaries of the Company as guarantors, and the lenders and other agents party
thereto, (b) Uniform Commercial Code financing statements on Form UCC-1 attached hereto as Schedule
I (the “Financing Statements”) and (c) such corporate records, agreements, documents and other
instruments, and such certificates or comparable documents of public officials and of officers and
representatives of the Company, and have made such inquiries of such officers and representatives,
as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.



			
	 	 	 
	Duane Morris llp	 	 
	 
	3200 SOUTHWEST FREEWAY, SUITE 3150 HOUSTON, TX 77027-7534
	 	PHONE: 713.402.3900 FAX: 713.402.3901






 








 










Federal Insurance Company

March 14, 2005

Page 2



      In such examination, we have assumed the genuineness of all signatures, the legal capacity of
all natural persons, the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified, conformed or photostatic
copies and the authenticity of the originals of such latter documents. As to all questions of fact
material to these opinions that have not been independently established, we have relied upon
certificates or comparable documents of officers and representatives of the Company and upon the
representations and warranties of the Indemnitors contained in the Surety Credit Documents. We
have also assumed, with respect to each Indemnitor other than the Company, (i) the valid existence
of such Indemnitor, (ii) that such Indemnitor has the requisite corporate or other power and
authority to enter into and perform each Specified Document to which it is party and (iii) the due
authorization, execution and delivery by such Indemnitor of each Specified Document to which such
Indemnitor is party. We have also assumed that each of the Specified Documents has been duly
authorized, executed and delivered by the parties thereto other than the Indemnitors and
constitutes the legal, valid and binding obligation of such other parties, enforceable against such
other parties in accordance with its terms. As used herein, “of which we are aware” or similar
phrase means the conscious awareness of facts or other information by any lawyer in our firm
actively involved in the transactions contemplated by the Specified Documents.



      Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion
that:



            1. Each of the Company and Underground Construction is a corporation validly existing and in
good standing under the laws of the State of Delaware. The Ryan Company is a corporation validly
existing and in good corporate standing under the laws of the Commonwealth of Massachusetts. Trans
Tech is validly existing under the laws of the State of Texas.



            2. The Company and each of the WIP Entities has all requisite corporate power and authority to
execute and deliver the Specified Documents and to perform its obligations thereunder.



            3. The execution, delivery and performance of the Specified Documents by the Company have been
duly authorized by all necessary corporate action on the part of the Company and the WIP Entities.



            4. Each of the Specified Documents has been duly and validly executed and delivered by the
Company and the WIP Entities.



            5. Each of the Specified Documents constitutes the legal, valid and binding obligation of each
of the Indemnitors signatory thereto, enforceable against each such Indemnitor



 








 










Federal Insurance Company

March 14, 2005

Page 3


in accordance with its terms, except (a) as the foregoing may be limited by (i) applicable
bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium and similar
laws affecting creditors’ rights and remedies generally and (ii) general principles of equity,
including principles of commercial reasonableness, good faith and fair dealing (regardless of
whether enforcement is sought in a proceeding at law or in equity), (b) that rights to
indemnification and contribution thereunder may be limited by federal or state securities laws and
the public policy relating thereto, (c) that we express no opinion (except as specifically provided
in paragraph (8) below) as to the attachment, perfection or priority of any liens granted pursuant
to any Specified Document and (d) that certain remedial provisions of the Specified Documents are
or may be unenforceable in whole or in part under the laws of the State of New York, but the
inclusion of such remedial provisions does not affect the validity of the Specified Documents, and
the Specified Documents contain adequate provisions for the practical realization of the rights and
benefits afforded thereby.




            6. (a) The execution and delivery by the Company of the Specified Documents and the
performance by the Company of its obligations thereunder will not conflict with, constitute a
default under or violate (a) any of the terms, conditions or provisions of the Certificate of
Incorporation or Bylaws of the Company, (b) any of the terms, conditions or provisions of any
agreement listed on Schedule II hereto, (c) any New York law, the Delaware General Corporation Law
or any federal law or regulation (other than federal and state securities or blue sky laws, as to
which we express no opinion, and state trust fund laws, as to which we express no opinion) that we
are aware is binding on the Company or applicable to its business, properties or assets or (d) any
judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding
on the Company of which we are aware.



                  (b) The execution and delivery by Underground Construction of the Specified Documents and the
performance by Underground Construction of its obligations thereunder will not conflict with,
constitute a default under or violate (a) any of the terms, conditions or provisions of the
Certificate of Incorporation or Bylaws of Underground Construction, (b) any of the terms,
conditions or provisions of any agreement listed on Schedule II hereto, or (c) any Delaware General
Corporation Law or any federal law or regulation (other than federal and state securities or blue
sky laws, as to which we express no opinion, and state trust fund laws, as to which we express no
opinion) that we are aware is binding on Underground Construction or applicable to its business,
properties or assets or (d) any judgment, writ, injunction, decree, order or ruling of any court or
governmental authority binding on Underground Construction of which we are aware.



                  (c) The execution and delivery by The Ryan Company of the Specified Documents and the
performance by The Ryan Company of its obligations thereunder will not conflict with, constitute a
default under or violate (a) any of the terms, conditions or provisions of the Articles of
Organization, as amended, or Bylaws of The Ryan Company, (b)



 








 










Federal Insurance Company

March 14, 2005

Page 4


any of the terms, conditions or provisions of any agreement listed on Schedule II hereto, or
(c) the Massachusetts Business Corporation Act or any federal law or regulation (other than federal
and state securities or blue sky laws, as to which we express no opinion, and state trust fund
laws, as to which we express no opinion) that we are aware is binding on The Ryan Company or
applicable to its business, properties or assets or (d) any judgment, writ, injunction, decree,
order or ruling of any court or governmental authority binding on The Ryan Company of which we are
aware.




                  (d) The execution and delivery by Trans Tech of the Specified Documents and the performance by
Trans Tech of its obligations thereunder will not conflict with, constitute a default under or
violate (a) any of the terms, conditions or provisions of its limited partnership agreement, (b)
any of the terms, conditions or provisions of any agreement listed on Schedule II
hereto,1 or (c) any Texas limited liability partnership law or any federal law or
regulation (other than federal and state securities or blue sky laws, as to which we express no
opinion, and state trust fund laws, as to which we express no opinion) that we are aware is binding
on Trans Tech or applicable to its business, properties or assets or (d) any judgment, writ,
injunction, decree, order or ruling of any court or governmental authority binding on Trans Tech of
which we are aware.



            7. The execution and delivery by the Indemnitors (other than the Company) of the Specified
Documents and the performance by such Indemnitors of their respective obligations thereunder will
not conflict with, constitute a default under or violate any New York law or federal law or
regulation (other than federal and state securities or blue sky laws, as to which we express no
opinion, and state trust fund laws, as to which we express no opinion) that we are aware is binding
on such Indemnitor or applicable to its business, properties or assets.



            8. The execution and delivery of the Underwriting Agreement by the Indemnitors creates a valid
security interest in the Collateral (as defined in the Underwriting Agreement) in favor of the
Surety, as security for any Surety Loss (as defined in the Underwriting Agreement) to the extent
that Article 9 of the Uniform Commercial Code as in effect in the State of New York (together with
the Uniform Commercial Code as in effect in the States of Delaware and Texas, and the Commonwealth
of Massachusetts, the “UCC”) is applicable to the creation of such security interest. Except as
provided in UCC Section 9-109, “accounts,” “equipment” and “inventory,” as each such term is
defined in the applicable UCC, are types of collateral to which the respective UCC is applicable in
determining the creation of a security interest. Assuming the filing and proper indexing of the
Financing Statements and the payment of appropriate filing fees with the Secretary of State of the
respective State set forth on Schedule III, such security interest will be perfected, to the extent
a security interest in the









	1	 	The Company has informed us that Schedule II
contains all agreements for indebtedness, determined in accordance with United
States generally accepted accounting principles, in excess of $25 million.





 








 










Federal Insurance Company

March 14, 2005

Page 5


Collateral of such Indemnitors may be perfected by the filing of a financing statement under
the applicable UCC in effect in the respective States set forth on Schedule III (but excluding
copyrights, tradenames, trademarks, service marks and patent rights). Except as provided in UCC
Sections 9-109 and 9-311, “accounts,” “equipment” and “inventory,” as each such term is defined in
the applicable UCC, are types of collateral in which a security interest may be perfected by the
filing of a financing statement under the applicable UCC in effect in the respective States set
forth on Schedule III.




                  The foregoing opinions are subject to the following qualifications:



                  (a) In rendering the opinion set forth in paragraph (5) above, we express no opinion with
respect to:




      (i) any provision of any of the Specified Documents insofar as it provides for
the payment or reimbursement of costs and expenses or indemnification or
contribution (A) for claims, losses or liabilities in excess of a reasonable amount
determined by a court or other tribunal or attributable to the indemnified party’s
negligence or (B) otherwise under circumstances where such payment, reimbursement,
or indemnification or contribution is contrary to public policy;




      (ii) the ability of any party to collect attorneys’ fees and costs in an action
involving any of the Specified Documents if such party is not the prevailing party
in such action or to the extent such fees and costs are greater than such fees and
costs as may be determined to be reasonable by a court or other tribunal;




      (iii) the right of any person to declare a default, accelerate obligations of
any other person, or exercise remedies based on non-material breaches of any of the
Specified Documents or without notice;




      (iv) the ability of any person to obtain specific performance, injunctive
relief, liquidated damages, rescission or any similar remedy in any proceeding;




      (v) whether a court other than a court of the State of New York would give
effect to a choice of New York law;




      (vi) any provisions contained in the Specified Documents which purport to
negate or limit liabilities, duties and obligations of the Surety (including,
without limitation, those with respect to the care, maintenance, disposition,
preservation or protection of the Collateral and duties that are imposed upon Surety
by the UCC); or



 








 










Federal Insurance Company

March 14, 2005

Page 6




      (vii) (A) any right of setoff under the Underwriting Agreement, (B) Section 15
of the Underwriting Agreement (titled “Bankruptcy Court Approval”), (C) Section 17
of the Underwriting Agreement (titled “Use of Cash Collateral”), (D) the third
sentence of Section 23 of the Underwriting Agreement (titled “Indemnitors’ Knowing
Consent to Agreement”), (E) the first two sentences of Section 30 of the
Underwriting Agreement (titled “Right of Surety to Settle Claims”), (F) the first
sentence of Section 32 of the Underwriting Agreement (titled “Authority of Surety to
Amend Bond”), (G) the last sentence of the last paragraph of Section 33 of the
Underwriting Agreement (titled “Rights and Remedies on Default”) or (H) Section 53
of the Underwriting Agreement (titled “Power of Attorney”).



                  (b) In rendering the opinion set forth in paragraph (5) above, we express no opinion with
respect to any provision of any of the Specified Documents providing for:




      (i) the establishment or waiver of measures of damages or methods of proof;




      (ii) any right to obtain possession of any property or to exercise self-help
remedies or other remedies without judicial process or in any manner other than
peaceably and by reason of the peaceable surrender of such possession by any
Indemnitor;




      (iii) any waiver or limitation concerning mitigation of damages;




      (iv) confession of judgment;




      (v) any waiver of any course of dealing or delay in action by any party or of
any rights arising from any such course of dealing or delay;




      (vi) any waiver of a right to interpose a defense, counterclaim or setoff or to
recover special or consequential damages;




      (vii) the consent to or establishment of jurisdiction or venue;




      (viii) any waiver of the right to raise a claim of an inconvenient forum with
respect to any judicial proceedings;




      (ix) the exculpation of the Surety from liability for its action or inaction,
to the extent such exculpation is contrary to public policy or law;




      (x) any waiver of statutes of limitations;



 








 










Federal Insurance Company

March 14, 2005

Page 7




      (xi) prejudgment attachment against any Indemnitor;




      (xii) the right of the Surety to institute judicial proceedings or institute or
enforce any other extraordinary remedy without first giving notice to Indemnitors;
or




      (xiii) any waiver of various defenses and rights on the part of Indemnitors
which arise as a result of actions taken by the Surety in the enforcement of
remedies or as a result of a bankruptcy filing by or against any Indemnitor.



                  (c) We have assumed that each of the parties to the Specified Documents other than the
Indemnitors will seek to enforce its rights thereunder in good faith and in a commercially
reasonable manner.



                  (d) In rendering the opinion set forth in paragraph (8) above:




      (i) we express no opinion with respect to any Collateral as to which the
creation or perfection of a security interest is governed by the laws of any
jurisdiction other than the State of Delaware, Texas or New York or the Commonwealth
of Massachusetts;




      (ii) we express no opinion as to any Collateral that may be included within the
definition of Collateral but is not a Bonded Contract or is not specifically
described in Section 6 of the Underwriting Agreement;




      (iii) we express no opinion as to any Collateral (A) that consists of accounts
receivable which are or will be due from the United States of America or any agency
or department thereof or from any state government or agency or department thereof
or (B) that consists of commingled goods, letter-of-credit rights, money, deposit
accounts, electronic chattel paper, investment property, letter of credit rights,
electronic documents or insurance proceeds or which is or may become a fixture or a
commercial tort claim;




      (iv) we have assumed: (A) the existence of the Collateral and that each
Indemnitor has rights in the Collateral; (B) that there is no agreement between the
Indemnitors and the Surety which postpones the attachment of the security interest
in the Collateral; (C) that reasonably equivalent value has been given for all
security interests created pursuant to the Underwriting Agreement; and (D) that each
Financing Statement correctly sets forth the address of the secured party noted
therein from which information about the security interests may be obtained



 








 










Federal Insurance Company

March 14, 2005

Page 8




and correctly sets forth the name and address of the applicable debtor noted
therein;




      (v) we express no opinion as to the priority of any lien or security interest
granted pursuant to the Underwriting Agreement;




      (vi) in the case of nonidentifiable cash proceeds, continuation of perfection
of the security interests of the Surety is limited to the extent set forth in the
UCC as enacted in each applicable state;




      (vii) we express no opinion as to the continuation of a security interest in
property which has been sold, transferred, assigned, exchanged or otherwise disposed
of or as to the continuation or preservation of perfected security interests;




      (viii) we express no opinion as to the validity, perfection or enforceability
of any security interest in, or any collateral assignment of, any contract right
which by its terms may not be assigned or subjected to a security interest; and




      (ix) we have assumed that all filings will be timely made and duly filed as
necessary (A) in the event of a change in the name, identity or corporate structure
of any Indemnitor, (B) in the event of a change in the location of any Indemnitor
and (C) to continue to maintain the effectiveness of the original filings and, for
informational purposes only, we call your attention to the fact that the perfection
of any security interest perfected by the filing of the Financing Statements may
lapse or terminate (X) if the effectiveness of any filed Financing Statement lapses
due to any secured party’s failure to file a properly completed continuation
statement under the UCC as enacted in the applicable state within the time period
required thereunder, (Y) by a change in the jurisdiction of incorporation of any
Indemnitor listed on any Financing Statement or (Z) as to any Collateral acquired by
any Indemnitor more than four months after such Indemnitor changes its name,
identity or corporate structure so as to make any Financing Statement as to such
Indemnitor seriously misleading, unless new appropriate financing statements
containing the new name of the Indemnitor are properly filed before the expiration
of such four month period.



                  (e) Our opinion in paragraph (8) is further subject to: (i) the limitations on perfection of
security interests in proceeds resulting from the operation of Section 9-315 of the UCC; (ii) the
limitations with respect to buyers in the ordinary course of business imposed by Sections 9-318 and
9-320 of the UCC; (iii) the limitations with respect to documents,



 








 










Federal Insurance Company

March 14, 2005

Page 9


instruments and securities imposed by Sections 8-302, 9-312 and 9-331 of the UCC; (iv) the
provisions of Section 9-203 of the UCC relating to the time of attachment; and (v) Section 552 of
Title 11 of the United States Code (the “Bankruptcy Code”) with respect to any Collateral acquired
by the Indemnitor subsequent to the commencement of a case against or by the Indemnitor under the
Bankruptcy Code.




                  (f) Our opinions expressed herein are limited to the matters expressly stated herein and no
opinion is implied or may be inferred beyond the matters expressly stated.



                  (g) Our opinions expressed herein are rendered as of the date hereof and are based on existing
law which is subject to change. Where our opinions expressed herein refer to events to occur at a
future date, we have assumed that there will have been no changes in the relevant law or facts
between the date hereof and such future date. We do not undertake to advise you of any changes in
the opinions expressed herein from matters that may hereafter arise or be brought to our attention
or to revise or supplement such opinions should the present laws of any jurisdiction be changed by
legislative action, judicial decision or otherwise.



                  The opinions expressed herein are limited to the laws of the State of New York, the General
Corporation Law of the State of Delaware, Article 9 of the UCC as in effect in each of the State of
New York, the State of Delaware, and the Commonwealth of Massachusetts, Chapter 9 of the UCC as in
effect in the State of Texas and the federal laws of the United States, and we express no opinion
with respect to the laws of any other jurisdiction, whether applicable directly or through the
foregoing laws.



                  The opinions expressed herein are rendered solely for Surety’s benefit in connection with the
transactions described herein. Those opinions may not be used or relied upon by any other person,
nor may this letter or any copies hereof be furnished to a third party, filed with a governmental
agency, quoted, cited or otherwise referred to, without our prior written consent.



Very truly yours,



 








 










Federal Insurance Company

March 14, 2005

Page 10



Schedule I




Uniform Commercial Code Financing Statements




(Attached)




 








 










Federal Insurance Company

March 14, 2005

Page 11



Schedule II





	1.  	That certain Subordinated Indenture dated as of July 25, 2000 as supplemented by that certain
First Supplemental Indenture dated as of July 25, 2000, in each case between the Company, as
issuer, and Chase Bank of Texas, National Association, as trustee.
	 
	2.  	That certain Indenture dated as of October 17, 2003 between the Company, as issuer, and Wells
Fargo Bank, N.A., as trustee.
	 
	3.  	The Credit Agreement.






 








 












Federal Insurance Company

March 14, 2005

Page 12



Schedule III




Texas




Delaware




Massachusetts