▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇, ▇▇▇▇
3,259,000 shares of common stock of QUANTA SERVICES, INC.
This agreement dated March 1, 2004 sets out the terms under which UBS Securities
LLC, ("UBS" / "Buyer") will purchase 3,259,000 shares of common stock (the
"Shares") of QUANTA SERVICES, INC. (the "Issuer") from FIRST RESERVE FUND IX,
L.P. ("Seller").
1. Purchase and sale
Subject to the terms and conditions of this agreement (the
"Agreement"), Seller agrees as legal and beneficial owner to sell the
Shares, free of all liens, charges or other encumbrances and Buyer
agrees to purchase and pay for the Shares at a net price of $8.30 per
Share for a total consideration of $27,049,700.00 (the "Purchase
Price") together with all dividends, distributions and other benefits
attaching to the Shares as from the date hereof (the "Trade Date"). The
Purchase Price will be reduced by the amount of any applicable SEC fees
payable pursuant to Section 31 of the Securities Exchange Act of 1934.
2. Closing
(a) On March 4, 2004 or at such other time and/or date as Seller
and Buyer may agree (the "Closing Date"), Buyer shall pay to
Seller the Purchase Price for the Shares by transfer to
Seller's account to be identified in writing at least [48]
hours prior to payment against delivery of the Shares on the
Closing Date. Such delivery shall be effected by crediting the
Shares in registered form to the participant account of UBS
Securities LLC at the Depository Trust and Clearing
Corporation ("DTC"), DTC participant number 642.
(b) Seller agrees that it will not, and will ensure that none of
its subsidiaries or associates or holding company will, prior
to the expiry of 90 days following the Closing Date, offer,
issue, sell or otherwise dispose of (or announce an intention
of doing so) any other shares of the Issuer or any securities
convertible into or exchangeable for or carrying rights to
acquire other shares of the Issuer without the prior written
consent of Buyer, other than (i) through a registered offering
taking place more than 15 days following the Closing Date, or
(ii) through further 144 sales taking place more than 30 days
following the Closing Date.
(c) Seller undertakes with Buyer that it will bear and pay any
stamp or other duties or taxes on or in connection with the
sale and transfer of the Shares to be sold by Seller and the
execution and delivery of this Agreement and any other tax
payable by Seller in connection with the transaction
contemplated hereby.
3. Expenses
Seller and Buyer shall bear their own legal costs (if any) and all
their other out-of-pocket expenses (if any).
4. Representations and warranties
(a) As a condition of the obligation of Buyer to purchase and pay
for the Shares, Seller represents and warrants to Buyer as
follows:
(i) that Seller is the holder and sole legal and
beneficial owner at the Shares free from all liens,
charges and other encumbrances and that the Shares
rank pari passu in all respects with other
outstanding shares of common stock of the Issuer,
including their entitlement to dividends,
(ii) that Seller has the power and authority to sell the
Shares hereunder and no person has any conflicting
right, contingent or otherwise, to purchase or to be
offered for purchase, the Shares, or any of them,
(iii) that [the execution, delivery and performance of this
Agreement has been duly authorised by Seller and]
upon execution and delivery of the Agreement by the
Buyer and the Seller will constitute a legal, valid
and binding obligation of Seller,
(iv) that the execution, delivery and performance of this
Agreement by Seller will not infringe any law or
regulation applicable to Seller [and is not and will
not be contrary to the provisions of the
constitutional documents of Seller] and will not
result in any breach of the terms of, or constitute a
default under, any instrument or agreement to which
Seller is a party or by which it or its property is
bound,
(v) that there are no restrictions (contractual or
otherwise) prohibiting or otherwise affecting the
sale or transfer of the Shares to Buyer, other than
those necessary to ensure compliance with the
registration requirements of the U.S. Securities Act
of 1933, as amended, or an exemption therefrom, and
no consents or approvals are required to be obtained
in connection with the sale of the Shares to Buyer
and the sale of the Shares to Buyer will not violate
or breach any representation or warranty made by
Seller pertaining to the Shares. Seller has furnished
to Buyer a true and complete copy of all agreements,
documents and other instruments relating to the
issuance, sale and delivery of the Shares to Seller.
(vi) that all consents and approvals of any court,
government department or other regulatory body
required by Seller for the offering of the Shares and
the execution, delivery and performance of the terms
of this Agreement have been obtained and are in full
force and effect,
2
(vii) that there has been no material adverse change or any
development involving a prospective material adverse
change in the condition (financial or otherwise) of
the Issuer and its subsidiaries since the date of the
last published accounts,
(viii) that there is no other material information, beyond
the information contained in the latest published
Annual Report of the Issuer or any other public
information including interim results and press
releases which is necessary to enable investors and
their investment advisers to make an informed
assessment of the assets and liabilities, financial
position, profits and losses and prospects of the
Issuer and its subsidiaries, and
(ix) the representations and warranties of Seller set
forth in Seller's representation letter (in form
similar to the form attached as Exhibit A titled,
"Seller's Representation Letter"), dated on or about
the date hereof, to Buyer are true and correct.
(b) Seller covenants with Buyer that it will keep Buyer
indemnified against any losses, liabilities, costs, claims,
actions and demands (including any expenses arising in
connection therewith) which it may incur, or which may be made
against it as a result of or in relation to any actual or
alleged misrepresentation in or breach of any of the above
representations and warranties and will reimburse Buyer for
all costs, charges and expenses which it may pay or incur in
connection with investigating, disputing or defending any such
action or claim.
(c) The above representations, warranties and indemnity shall
continue in full force and effect notwithstanding any
investigation by or on behalf of Buyer or completion of this
Agreement.
6. Conditions to Closing
The obligations of Buyer hereunder shall be subject, in its discretion,
to the condition that all representations and warranties and other
statements of Seller herein are, and as of the Closing Date will be,
true, complete and accurate.
7. Law and jurisdiction
This Agreement is governed by the laws of the State of New York as
applied to contracts to be performed wholly within the State of New
York. Each party hereto irrevocably submits to the extent permitted
under applicable law to the non-exclusive jurisdiction of the federal
and state courts located in the Borough at Manhattan, State of New
York. Each party waives, to the fullest extent permitted by applicable
law, any right it may have to a trial by jury in respect of any suit,
action or proceeding relating to this Agreement. Each party certifies
(i) that no representative, agent or attorney of the other party has
represented, expressly or otherwise, that such other party would not
seek to enforce the foregoing waiver in the event of any such suit,
action or proceeding and (ii) acknowledges that it and the other party
have entered into this Agreement, in reliance on, among other things,
the mutual waivers and certifications in this Section.
3
8. Notices
Any notice or notification in any form to be given by the Buyer is to
be sent by facsimile, addressed to the Seller and using the following
address and facsimile number:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
First Reserve Corporation
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
Any such notice shall take effect at the time of dispatch.
9. Miscellaneous
(a) Time shall be of the essence of this Agreement.
(b) The heading to each Clause is included for convenience only
and shall not affect the construction of this Agreement.
(c) In the event any provision of this Agreement is found to be or
becomes invalid or unenforceable, no other provision of this
Agreement shall thereby be affected and the Agreement shall
remain valid and enforceable in respect of all remaining
provisions, and any invalid or unenforceable provision will be
deemed to be replaced by a provision which as nearly as
possible accomplishes the commercial purpose of the original.
If the foregoing is in accordance with your understanding, please sign and
return to us a counterpart hereof. Upon acceptance by you this Agreement and
such acceptance shall constitute a binding agreement between Buyer and Seller.
Yours faithfully
UBS SECURITIES LLC
/s/ UBS Securities LLC
-------------------------------- -------------------------------
Agreed to and accepted by Seller:
FIRST RESERVE FUND IX, L.P.
By First Reserve GP IX, L.P., the general partner of First Reserve Fund IX, L.P.
By First Reserve GP IX, Inc., the general partner of First Reserve GP IX, L.P.
By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chief Financial Officer
4