WITNESSETH: WHEREAS, the Borrower has requested that the Lenders agree to amend and waive certain provisions in the Credit Agreement upon the terms and subject to the conditions set forth herein; and WHEREAS, the Lenders have agreed to such amendments...Credit Agreement • August 12th, 2005 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • New York
CREDIT AGREEMENT Dated as of June 30, 2006 among INFRASOURCE INCORPORATED, as the Borrower, INFRASOURCE SERVICES, INC., as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JPMORGAN CHASE BANK, N.A. as...Credit Agreement • August 3rd, 2006 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • Pennsylvania
This CREDIT AGREEMENT (“Agreement”) is entered into as of June 30, 2006, among INFRASOURCE INCORPORATED, a Delaware corporation (the “Borrower”), INFRASOURCE SERVICES, INC., a Delaware corporation (“Holdings”) each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
EXHIBIT 10.3 RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (the "Agreement") is made by and between _________________ ("Recipient") and InfraSource Services, Inc., a Delaware corporation (the "Company"), as of __________ __,...Restricted Stock Award Agreement • November 14th, 2006 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction
EXHIBIT 99.1 [Published CUSIP Number: ________________] CREDIT AGREEMENT Dated as of June 30, 2006Credit Agreement • July 3rd, 2006 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • Pennsylvania
AMENDED AND RESTATED CREDIT AGREEMENT among INFRASOURCE SERVICES, INC., INFRASOURCE INCORPORATED, as Borrower, The Several Lenders from Time to Time Parties Hereto, LASALLE BANK NATIONAL ASSOCIATION, as Syndication Agent, and BARCLAYS BANK PLC, as...Credit Agreement • March 24th, 2005 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • New York
FORM OF UNDERWRITING AGREEMENT] 13,000,000 Shares INFRASOURCE SERVICES, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 17th, 2006 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • New York
LEHMAN BROTHERS INC. CREDIT SUISSE SECURITIES (USA) LLC MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED FIRST ALBANY CAPITAL INC. As Representatives of the several Underwriters named in Schedule 1 attached hereto, c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen:
180,000,000 CREDIT AGREEMENT among DEARBORN HOLDINGS CORPORATION, INFRASOURCE INCORPORATED, as Borrower, The Several Lenders from Time to Time Parties Hereto, LASALLE BANK NATIONAL ASSOCIATION, as Syndication Agent, and BARCLAYS BANK PLC, as...Credit Agreement • January 30th, 2004 • Infrasource Services Inc • New York
CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), dated as of September 24, 2003, among DEARBORN HOLDINGS CORPORATION, a Delaware corporation ("Holdings"), INFRASOURCE INCORPORATED, a Delaware corporation (the "Borrower"), the several banks and other financial institutions or entities from time to time parties to this Agreement (the "Lenders"), LASALLE BANK NATIONAL ASSOCIATION, as syndication agent (in such capacity, the "Syndication Agent"), and BARCLAYS BANK PLC, as administrative agent.
EXHIBIT 99.2 FORM OF GUARANTY This GUARANTY, dated as of June 30, 2006, by and among the Guarantors identified as such on the signature pages hereof (each individually, a "Guarantor" and, collectively, the "Guarantors"), in favor of BANK OF AMERICA,...Infrasource Services Inc • July 3rd, 2006 • Water, sewer, pipeline, comm & power line construction • Pennsylvania
MANAGEMENT AGREEMENTManagement Agreement • March 29th, 2004 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • Delaware
THIS MANAGEMENT AGREEMENT ("Agreement"), effective this 24th day of September, 2003 ("Effective Date"), is entered into by and between David R. Helwig ("Executive"), Dearborn Holdings Corporation, a Delaware corporation (the "Company"), and InfraSource Incorporated, a Delaware corporation ("InfraSource").
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT by and among IUC SOUTH, LLC InfraSource Underground Construction Services, Inc. Flint Construction Company EnStructure Corporation and SEMCO Energy, Inc. Dated as of September 3, 2004Asset Purchase Agreement • September 7th, 2004 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • New York
THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT, dated as of September 3, 2004, is entered into by and among IUC South, LLC, a Delaware limited liability company (the “Purchaser”), InfraSource Underground Construction Services, Inc., a Georgia corporation (“IUCS”), Flint Construction Company, a Georgia corporation (the “Seller”), EnStructure Corporation, a Michigan corporation (“EnStructure”) and SEMCO Energy, Inc., a Michigan corporation (the “Parent”). Certain capitalized terms used in this Agreement have the meanings assigned to them in Article XII.
RESTATED CERTIFICATE OF INCORPORATION OF INFRASOURCE SERVICES, INC.Infrasource Services Inc • May 19th, 2004 • Water, sewer, pipeline, comm & power line construction
The undersigned, James J. Leyden, certifies that he is the Vice President and General Counsel of InfraSource Services, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), and does hereby further certify as follows:
10,394,520 Shares INFRASOURCE SERVICES, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 7th, 2006 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • New York
FIRST ALBANY CAPITAL INC. As Representatives of the several Underwriters named in Schedule 1 attached hereto, c/o Credit Suisse Securities (USA) LLC 2121 Avenue of the Stars, Suite 3000 Los Angeles, CA 90067
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 29th, 2004 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • Delaware
This INDEMNIFICATION AGREEMENT, effective as of , 2004, is entered into by and between InfraSource Services, Inc., a Delaware corporation (the "Company"), and (the "Indemnitee").
CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF INFRASOURCE SERVICES, INC.Infrasource Services Inc • April 29th, 2004 • Water, sewer, pipeline, comm & power line construction
FIRST: Article FOURTH of the Corporation's Restated Certificate of Incorporation is hereby amended and restated to read in its entirety as set forth below:
MANAGEMENT AGREEMENTManagement Agreement • May 4th, 2004 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • Pennsylvania
THIS MANAGEMENT AGREEMENT ("Agreement"), effective this 6th day of April, 2004 ("Effective Date"), is entered into by and between R. Barry Sauder ("Executive"), InfraSource Corporate Services Inc., a Delaware corporation (the "Company") and, solely with respect to Section 4(c), InfraSource Services, Inc. (formerly named Dearborn Holdings Corporation), a Delaware corporation ("InfraSource").
EXHIBIT 10.4 MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT ("Agreement"), effective this 27th day of June, 2005 ("Effective Date"), is entered into by and between Walter G. MacFarland ("Executive"), and InfraSource Services, Inc. (the "Company")....Management Agreement • August 12th, 2005 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • Pennsylvania
VOLUME AGREEMENTVolume Agreement • January 30th, 2004 • Infrasource Services Inc • Delaware
This VOLUME AGREEMENT ("Agreement") is made as of September 24, 2003, by and between Exelon Enterprises Company, LLC, a Pennsylvania limited liability company ("Exelon"), and Dearborn Holdings Corporation, a Delaware corporation ("Holdings"). Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Agreement and Plan of Merger, dated as of June 17, 2003 (the "Merger Agreement"), among Holdings, Dearborn Merger Sub, Inc., a Delaware corporation ("Merger Sub"), InfraSource Incorporated, a Delaware corporation ("InfraSource"), and Exelon. Exelon and Holdings are each a "Party," and collectively, the "Parties."
FIRST AMENDMENTInfrasource Services Inc • March 29th, 2004 • Water, sewer, pipeline, comm & power line construction • New York
FIRST AMENDMENT, dated as of January 22, 2004 (this "Amendment"), to the Credit Agreement, dated as of September 24, 2003 (the "Credit Agreement"), among INFRASOURCE SERVICES, INC. (formerly known as Dearborn Holdings Corporation), a Delaware corporation ("Holdings"), INFRASOURCE INCORPORATED, a Delaware corporation (the "Borrower"), the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), LASALLE BANK NATIONAL ASSOCIATION, as syndication agent, and BARCLAYS BANK PLC, as administrative agent (the "Administrative Agent").
AMENDMENT TO NON-QUALIFIED TIME-BASED STOCK OPTION AGREEMENTStock Option Agreement • March 29th, 2004 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction
This Amendment (the "Amendment") to the Non-Qualified Time-Based Stock Option Agreement, dated January 27, 2004 (the "Option Agreement"), is entered into by and between Paul Daily (the "Optionee") and Dearborn Holdings Corporation, a Delaware corporation (the "Company"). Any capitalized terms not defined herein shall have the meaning set forth in the Option Agreement.
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 13th, 2007 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction
The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in taxpayer’s gross income for the current taxable year the amount of any compensation taxable to taxpayer in connection with taxpayer’s receipt of the property described below:
Confidentiality and Non-Compete AgreementConfidentiality and Non-Compete Agreement • June 14th, 2005 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • Pennsylvania
This CONFIDENTIALITY AND NON-COMPETE AGREEMENT (“Agreement”) is made by and between InfraSource Services, Inc. (the “Company”) and John R. Marshall (“Marshall” and collectively with the Company, the “Parties”).
SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2006 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • New York
This Second Amendment to Registration Rights Agreement (this “Amendment”) dated as of June 28, 2006, by and among InfraSource Services, Inc., a Delaware corporation (the “Company”), and the persons listed on Schedule I attached hereto (collectively, the “Securityholders”).
AGREEMENT AND PLAN OF MERGER by and among Dearborn Holdings Corporation, InfraSource Incorporated, MAI Acquisition Inc., Maslonka & Associates, Inc. AND Martin Maslonka, Mark C. Maslonka, Jon Maslonka, Justin Campbell, Joseph Gabbard, Sidney N....Iii Agreement and Plan of Merger • January 30th, 2004 • Infrasource Services Inc
THIS AGREEMENT AND PLAN OF MERGER, dated as of January 16, 2004, is entered into by and among Dearborn Holdings Corporation, a Delaware corporation ("Dearborn" or the "Purchaser"), InfraSource Incorporated, a Delaware corporation and a wholly owned subsidiary of Dearborn ("InfraSource"), for the sole purpose of Section 11.15, MAI Acquisition Inc., an Arizona corporation and a wholly owned subsidiary of InfraSource ("Merger Sub"), Maslonka & Associates, Inc., an Arizona corporation (the "Company"), Martin Maslonka, an individual ("Maslonka"), Mark C. Maslonka, an individual ("Mark"), Jon Maslonka, an individual ("Jon"), Justin Campbell, an individual ("Campbell"), Joseph Gabbard, an individual ("Gabbard"), Sidney N. Strauss, an individual ("Strauss"), and Thomas B. Tilford, an individual ("Tilford"), (each of Maslonka, Mark, Jon, Campbell, Gabbard, Strauss and Tilford, a "Seller", and together, the "Sellers"). Certain capitalized terms used in this Agreement have the meanings assigned t
Exhibit 10.1 MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT ("Agreement"), effective this 28th day of August, 2006 ("Effective Date"), is entered into by and between Peter Walier ("Executive"), and InfraSource Services Inc. (the "Company"). WHEREAS,...Management Agreement • November 3rd, 2006 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • Pennsylvania
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • January 12th, 2007 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • Delaware
THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (“Agreement”), effective this [ ] day of [ ] (“Effective Date”), is entered into by and between [NAME] (“Executive”), [COMPANY], a [STATE] corporation (the “Company”), and InfraSource Services, Inc., a Delaware corporation (“InfraSource,” and together with its affiliates the “Group”).
SECOND AMENDMENT AND WAIVERCredit Agreement • April 29th, 2004 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • New York
AMENDMENT AND WAIVER, dated as of April 21, 2004 (this "Amendment"), to (i) the Credit Agreement, dated as of September 24, 2003 (the "Credit Agreement"), among INFRASOURCE SERVICES, INC. (formerly known as Dearborn Holdings Corporation), a Delaware corporation ("Holdings"), INFRASOURCE INCORPORATED, a Delaware corporation (the "Borrower"), the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), LASALLE BANK NATIONAL ASSOCIATION, as syndication agent, and BARCLAYS BANK PLC, as administrative agent (the "Administrative Agent") and (ii) the Guarantee and Collateral Agreement, dated as of September 24, 2003 (the "Guarantee and Collateral Agreement"), among Holdings, the Borrower and the subsidiary guarantors from time to time party thereto (the "Subsidiary Guarantors").
EXHIBIT 10.2 INFRASOURCE SERVICES, INC. 2004 OMNIBUS STOCK INCENTIVE PLAN NON- QUALIFIED STOCK OPTION AGREEMENT This NON-QUALIFIED STOCK OPTION AGREEMENT (this "Option Agreement"), dated as of the ___ day of ________, 200_ (the "Date of Grant"), is by...Infrasource Services • November 14th, 2006 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 29th, 2004 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of April 20, 2004 by and among InfraSource Services, Inc., a Delaware corporation (the "Company"), and the persons listed on Schedule 1 attached hereto (collectively, the "Securityholders").
MANAGEMENT AGREEMENTManagement Agreement • December 1st, 2004 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • Texas
THIS MANAGEMENT AGREEMENT (“Agreement”), effective this 24th day of November, 2004 (“Effective Date”), is entered into by and between Randall C. Wisenbaker (“Executive”), and Dashiell Corporation, a Delaware corporation (the “Company”).
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 1st, 2006 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • New York
This Amendment to Registration Rights Agreement (this “Amendment”) dated as of December 7, 2005, by and among InfraSource Services, Inc., a Delaware corporation (the “Company”), and the persons listed on Schedule IA attached hereto (collectively, the “Securityholders”);
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 1st, 2006 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • Delaware
This INDEMNIFICATION AGREEMENT, effective as of , 200__, is entered into by and between InfraSource Services, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
SUBSCRIPTION AGREEMENTInfrasource Services Inc • March 29th, 2004 • Water, sewer, pipeline, comm & power line construction
The undersigned, David Helwig ("Purchaser"), hereby agrees to subscribe for and purchase 1,493 shares of common stock, par value $0.001 per share (the "Common Stock"), of InfraSource Services, Inc., a Delaware corporation (the "Corporation"), at a price of $100 per share, for an aggregate purchase price of $149,300. The Purchaser hereby affirms that the representations and warranties made by the Purchaser in Section 4 of that certain Stock Purchase Agreement, dated as of October 13, 2003, between Purchaser and the Corporation, are true and complete as of the date hereof and will be true and complete as of the date of consummation of the sale of the Common Stock pursuant to this Subscription Agreement. Purchaser acknowledges that the Common Stock acquired hereunder shall be subject to the terms of the Stockholders' Agreement, dated September 24, 2003, by and among Purchaser, the Corporation and the other parties thereto.
SUBSCRIPTION AGREEMENTInfrasource Services Inc • March 29th, 2004 • Water, sewer, pipeline, comm & power line construction
The undersigned, OCM Principal Opportunities Fund II, L.P., a Delaware limited partnership, hereby agrees to subscribe for and purchase 135,430 shares of common stock, par value $0.001 per share (the "Common Stock"), of InfraSource Services, Inc., a Delaware corporation (the "Corporation"), at a price of $100 per share, for an aggregate purchase price of $13,543,000. The Corporation hereby acknowledges receipt of payment in the amount of $13,543,000.
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • January 5th, 2007 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • Delaware
THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (“Agreement”), effective this 29th day of December, 2006 (“Effective Date”), is entered into by and between David R. Helwig (“Executive”) and InfraSource Services, Inc., a Delaware corporation (the “Company”).
FIRST AMENDMENTCredit Agreement • December 30th, 2004 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • New York
FIRST AMENDMENT, dated as of December 21, 2004 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of May 12, 2004 (the “Credit Agreement”), among INFRASOURCE SERVICES, INC., a Delaware corporation (“Holdings”), INFRASOURCE INCORPORATED, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), LASALLE BANK NATIONAL ASSOCIATION, as syndication agent, and BARCLAYS BANK PLC, as administrative agent (the “Administrative Agent”).