0000950129-04-009726 Sample Contracts

3,692,000 Shares of Common Stock QUANTA SERVICES, INC. UNDERWRITING AGREEMENT December 9, 2004
Letter Agreement • December 13th, 2004 • Quanta Services Inc • Electrical work • New York

The selling stockholder, First Reserve Fund IX, L.P. (the “Selling Stockholder”), proposes, subject to the terms and conditions stated herein, to sell to J.P. Morgan Securities Inc. (the “Underwriter”) an aggregate of 3,692,000 shares (the “Shares”) of common stock, par value $0.00001 per share (the “Common Stock”), of Quanta Services, Inc., a corporation organized and existing under the laws of Delaware (the “Company”). The Shares are more fully described in the Registration Statement and Prospectus referred to below.

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