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

Exhibit 99.1

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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.

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      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.

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      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.

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      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

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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

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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:

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          (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.

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          (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).

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          (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

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(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.

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      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