EXHIBIT 10.2
EXECUTION COPY
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH "*" AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
SECOND AMENDMENT AND WAIVER
SECOND AMENDMENT AND WAIVER, dated as of June 10, 2005 (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").
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 and waivers only upon
the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and in the Credit Agreement, the parties hereto hereby agree as
follows:
1. Defined Terms. Unless otherwise defined herein, all capitalized terms
used herein shall have the meanings given to them in the Credit Agreement.
2. Amendment to Section 1.1 (Defined Terms). Section 1.1 of the Credit
Agreement is hereby amended by inserting the following defined terms in
appropriate alphabetical order:
"[**********] Project Losses": losses arising out of the Borrower's
underground project (under a contract with [**********]) outside of
[**************] described in the letter from the Borrower to the
Administrative Agent and the Lenders dated June 8, 2005; provided, that
such losses do not result in, or could not reasonably be expected to
result in, an aggregate negative amount of Consolidated Adjusted EBITDA
(as measured over all relevant periods and excluding any application of
clause (k) of the definition of such term which would otherwise result
therefrom) in excess of $[**********].
"[**********] Project Adjustments": reductions in the profitability
of the Borrower's underground project in [**********] described in the
letter from the Borrower to the Administrative Agent and the Lenders dated
June 8, 2005; provided, that such loss in profitability does not result in
an aggregate negative amount of Consolidated Adjusted EBITDA (as measured
over all relevant periods and excluding any application of clause (e) of
the definition of such term which may otherwise result if such losses in
profitability were classified as extraordinary, unusual or non-recurring)
in excess of $[**********].
3. Amendment to Section 4.2 (No Change). Section 4.2 of the Credit
Agreement is hereby amended by deleting the "." at the end thereof and inserting
in lieu thereof the following language: ", except for the [**********] Project
Losses." The amendment set forth in this Section 4.2 shall cease to be effective
on and after July 25, 2005 (with respect to representations and warranties made
on or after such time), at which time such Section 4.2 shall revert to the
language set forth therein prior to the effectiveness of this Amendment.
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH "*" AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
4. Waiver of Section 4.10 (Taxes). The Required Lenders hereby waive any
noncompliance with Section 4.10 to the extent such noncompliance results from
the failure to file any state tax returns in connection with the Acquisition
which are required to be reviewed and approved by the Seller; provided, that (i)
the taxes payable in accordance with such state tax returns shall have already
been paid (or provision shall have already been made for payment of such tax
returns) and (ii) such state tax returns must be filed on or before June 30,
2005.
5. Waiver of Section 4.18 (Accuracy of Information. Etc.), Section 5.3
(Condition to Each Extension of Credit) and Section 6.1 (Financial Statements).
The Required Lenders hereby waive (i) any misrepresentation as to (or Default or
Event of Default relating to) the completeness and correctness in all material
respects of the consolidated financial statements of Holdings for the fiscal
quarter ended March 31, 2005 made (or to be made prior to any restatement of
such financial statements) in the last sentence of Section 6.1 or in any
Compliance Certificate or other certificate relating to such financial
statements or fiscal period to the extent such misrepresentation results from
the [**********] Project Losses and/or the [**********] Project Adjustments,
(ii) any misrepresentation under Section 4.18 to the extent resulting from the
impact of the [**********] Project Losses and/or the [**********] Project
Adjustments on the consolidated financial statements of Holdings for the fiscal
quarter ended March 31, 2005 and (iii) any noncompliance with Section 5.3 with
respect to the foregoing; provided, that the waivers set forth in this paragraph
5 shall cease to be effective on and after July 25, 2005.
6. Representations and Warranties. (a) Credit Agreement Representations
and Warranties. On and as of the date hereof and after giving effect to this
Amendment, Holdings and the Borrower hereby confirm, reaffirm and restate the
representations and warranties set forth in Sections 4 of the Credit Agreement
mutatis mutandis (giving effect and subject to the waivers contained herein),
except to the extent that such representations and warranties expressly relate
to a specific earlier date in which case Holdings and the Borrower hereby
confirm, reaffirm and restate such representations and warranties as of such
earlier date.
(b) Power; Authorization; Enforceable Obligations. Each Loan Party
has the requisite corporate or other power and authority, and the legal right,
to make, deliver and perform the Loan Documents to which it is a party, as
amended, in the case of the Credit Agreement, by this Amendment. Each Loan Party
has taken all necessary steps to authorize the execution, delivery and
performance of Loan Documents to which it is a party, as amended, in the case of
the Credit Agreement, by this Amendment. The Credit Agreement, as amended by
this Amendment, continues to constitute a legal, valid and binding obligation of
each Loan Party thereto, enforceable against each such Loan Party in accordance
with its terms, except as enforceability maybe limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).
(c) No Legal Bar. The execution, delivery and performance of this
Amendment and any other related documents will not violate any Requirement of
Law or any material Contractual Obligation of any Group Member and will not
result in, or require, the creation or imposition of any Lien on any of their
respective properties or revenue pursuant to any Requirement of Law or any such
material Contractual Obligation (other than the Liens created by the Security
Documents).
7. Conditions to Effectiveness. This Amendment shall become effective on
the date upon which:
(a) the Administrative Agent shall have received this Amendment,
executed by the Borrower, Holdings, the Subsidiary Guarantors and the Required
Lenders; and
2
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH "*" AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
(b) the Administrative Agent shall have received, for the account of
each Lender executing this Amendment on or before 5:00 p.m., New York City time,
June 10, 2005, a consent fee equal to the product of (i) [*****]% and (ii) the
sum of (x) the Revolving Commitments of each such Lender and (y) the aggregate
outstanding principal amount of Term Loans of each such Lender.
8. Continuing Effect. This Amendment shall not be construed as a waiver or
consent to any further or future action on the part of the Loan Parties that
would require a waiver or consent of the Administrative Agent and/or the
Required Lenders. Except as expressly amended hereby, the Credit Agreement shall
continue to be and shall remain in full force and effect in accordance with its
terms.
9. Expenses. The Borrower agrees to pay and reimburse the Administrative
Agent for all of its reasonable out-of-pocket costs and expenses incurred in
connection with the negotiation, preparation, execution and delivery of this
Amendment, including the reasonable fees and expenses of counsel.
10. Counterparts. This Amendment may be executed on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. Delivery of an executed signature page
of this Amendment by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof.
11. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
3
EXECUTION COPY
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.
INFRASOURCE INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President & CFO
INFRASOURCE SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President & CFO
BARCLAYS BANK PLC, as Administrative Agent
and as a Lender
By: /s/ Xxxxx Xxxxxx
--------------------------------------
Name: Xxxxx Xxxxxx
Title: Associate Director
LASALLE BANK NATIONAL ASSOCIATION, as
Syndication Agent and as a Lender
By: /s/ Xxxxxx X. Xxxxxxx
----------------------
Name: Xxxxxx X. Xxxxxxx
Title: First Vice President
INFRASOURCE INCORPORATED
SECOND AMENDMENT
RZB FINANCE LLC
-----------------------------------
[Name of Lender]
By: /s/ Xxxxxxxxx Xxxxx
------------------------------
Name: Xxxxxxxxx Xxxxx
Title: Group Vice President
By: /s/ Xxxx X. Xxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxx
Title: First Vice President
5
INFRASOURCE INCORPORATED
SECOND AMENDMENT
JPMorgan Chase Bank, N.A.
By: /s/ Xxx X. Xxxxxxx
------------------------------
Name: Xxx X. Xxxxxxx
Title: Vice President
6
INFRASOURCE INCORPORATED
SECOND AMENDMENT
Wachovia Bank, National Association
------------------------------------------
[Name of Lender]
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
7
INFRASOURCE INCORPORATED
SECOND AMENDMENT
Commerce Bank
-----------------------------------
[Name of Lender]
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
8
INFRASOURCE INCORPORATED
SECOND AMENDMENT
APEX (IDM) CDO I, LTD.
BABSON CLO LTD. 2003-I
ELC (CAYMAN) LTD. 1999-II
SUFFIELD CLO, LIMITED
XXXXX CLO LTD. 2000-I
By: Babson Capital Management LLC as
Collateral Manager
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Director
MAPLEWOOD (CAYMAN) LIMITED
By: Babson Capital Management LLC as
Investment Manager
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Director
SIMSBURY CLO, LIMITED
By: Babson Capital Management LLC under
delegated authority from Massachusetts
Mutual Life Insurance Company as
Collateral Manager
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Director
9
INFRASOURCE INCORPORATED
SECOND AMENDMENT
FOXE BASIN CLO 2003, LTD
By Royal Bank of Canada as Collateral
Manager
By: /s/ Xxx X. Xxxxxxx
------------------------------
Name: Xxx X. Xxxxxxx
Title: Authorized Signatory
10
INFRASOURCE INCORPORATED
SECOND AMENDMENT
LANDMARK CDO LIMITED
By: Aladdin Capital Management LLC, as
Manager
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director
LANDMARK II CDO LIMITED
By: Aladdin Capital Management LLC, as
Manager
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director
LANDMARK III CDO LIMITED
By: Aladdin Capital Management LLC, as
Manager
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director
11
INFRASOURCE INCORPORATED
SECOND AMENDMENT
PACIFICA CDO II, LTD
-----------------------------------
[Name of Lender]
By: Signature Illegible
-------------------------------------
Name:
Title:
12
INFRASOURCE INCORPORATED
SECOND AMENDMENT
NATIONWIDE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT-B RETIREMENT
[Name of Lender]
By: /s/ Xxxx X. Xxxxxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Authorized Signatory
13
INFRASOURCE INCORPORATED
SECOND AMENDMENT
NATIONWIDE MUTUAL INSURANCE COMPANY
[Name of Lender]
By: /s/ Xxxx X. Xxxxxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Authorized Signatory
14
INFRASOURCE INCORPORATED
SECOND AMENDMENT
AMCO INSURANCE
-----------------------------------
[Name of Lender]
By: /s/ Xxxx X. Xxxxxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Authorized Signatory
15
INFRASOURCE INCORPORATED
SECOND AMENDMENT
SCOTTSDALE INSURANCE
[Name of Lender]
By: /s/ Xxxx X. Xxxxxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Authorized Signatory
16
INFRASOURCE INCORPORATED
SECOND AMENDMENT
FOOTHILL INCOME TRUST II, L.P.
[Name of Lender]
By: Signature Illegible
---------------------------------------
Name: FIT II GP, LLC, Its General Partner
Title: Managing Member
17
INFRASOURCE INCORPORATED
SECOND AMENDMENT
Name Illegible
------------------------------------------
[Name of Lender]
By: /s/ X. Xxxxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Loans Officer
18
INFRASOURCE INCORPORATED
SECOND AMENDMENT
Denali Capital LLC, managing member of
DC Funding Partners, portfolio manager for
DENALI CAPITAL CLO II, LTD., or an affiliate
By: /s/ Xxxx X. Xxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Credit Officer
19
INFRASOURCE INCORPORATED
SECOND AMENDMENT
Denali Capital LLC, managing member of
DC Funding Partners, portfolio manager for
DENALI CAPITAL CLO III, LTD., or an affiliate
By: /s/ Xxxx X. Xxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Credit Officer
20
INFRASOURCE INCORPORATED
SECOND AMENDMENT
Denali Capital LLC, managing member of
DC Funding Partners, portfolio manager for
DENALI CAPITAL CLO I, LTD., or an affiliate
By: /s/ Xxxx X. Xxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Credit Officer
21
INFRASOURCE INCORPORATED
SECOND AMENDMENT
GULF-STREAM-COMPASS CLO 2003-1 LTD.
By: Gulf Stream Asset Management LLC
As Collateral Manager
By: /s/ Xxxxx X. Love
-------------------------------------
Name: Xxxxx X. Love
Title: Chief Credit Officer
22
INFRASOURCE INCORPORATED
SECOND AMENDMENT
PRINCIPAL LIFE INSURANCE COMPANY
[Name of Lender]
By: Principal Global Investors, LLC, a Delaware
limited liability company, it authorized
signatory
By: /s/ Xxxxx Xxxxxxx
---------------------------------------
Name: Xxxxx Xxxxxxx
Title: Portfolio Manager
By: /s/ Xxxxx Xxxxxxxxxx
------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Counsel
23
INFRASOURCE INCORPORATED
SECOND AMENDMENT
Gleneagles CLO, Ltd.
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ Xxxx Xxxxxxxx
----------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Highland Capital Management, L.P.
24
INFRASOURCE INCORPORATED
SECOND AMENDMENT
Loan Funding IV, LLC
By: Highland Capital Management, L.P.
As Portfolio Manager
By: /s/ Xxxx Xxxxxxxx
-----------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Highland Capital Management, L.P.
25
INFRASOURCE INCORPORATED
SECOND AMENDMENT
Highland Legacy Limited
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ Xxxx Xxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Highland Capital Management, L.P.
26
INFRASOURCE INCORPORATED
SECOND AMENDMENT
Restoration Funding CLO, LTD
By: Highland Capital Management, L.P.
As General Partner
By: /s/ Xxxx Xxxxxxxx
----------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Highland Capital Management, L.P.
27
INFRASOURCE INCORPORATED
SECOND AMENDMENT
Highland Loan Funding V, LTD.
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ Xxxx Xxxxxxxx
----------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Highland Capital Management, L.P.
28
INFRASOURCE INCORPORATED
SECOND AMENDMENT
ELF Funding Trust I
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ Xxxx Xxxxxxxx
----------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Highland Capital Management, L.P.
29
INFRASOURCE INCORPORATED
SECOND AMENDMENT
Highland Floating Rate Advantage Fund
By: Highland Capital Management, L.P.
Its Investment Advisor
By: /s/ R. Xxxxxx Xxxxxxxxx
-------------------------------------
Name: R. Xxxxxx Xxxxxxxxx
Title: Senior Vice President, Secretary
30
INFRASOURCE INCORPORATED
SECOND AMENDMENT
Highland Floating Rate Limited
Liability Company
By: Highland Capital Management, L.P.
Its Investment Advisor
By: /s/ R. Xxxxxx Xxxxxxxxx
--------------------------------------
Name: R. Xxxxxx Xxxxxxxxx
Title: Senior Vice President, Secretary
31
INFRASOURCE INCORPORATED
SECOND AMENDMENT
CUMBERLAND II CLO LTD.
By: Deerfield Capital Management LLC as
its Collateral Manager
By: /s/ Xxxx Xxxxxxxx
--------------------------------------
Name: Xxxx Xxxxxxxx
Title: Sr. Vice President
32
INFRASOURCE INCORPORATED
SECOND AMENDMENT
LONG GROVE CLO, LIMITED
By: Deerfield Capital Management LLC as
its Collateral Manager
By: /s/ Xxxx Xxxxxxxx
---------------------------------------
Name: Xxxx Xxxxxxxx
Title: Sr. Vice President
33
INFRASOURCE INCORPORATED
SECOND AMENDMENT
FOREST CREEK CLO, Ltd.
By: Deerfield Capital Management LLC as
its Collateral Manager
By: /s/ Xxxx Xxxxxxxx
--------------------------------------
Name: Xxxx Xxxxxxxx
Title: Sr. Vice President
34
INFRASOURCE INCORPORATED
SECOND AMENDMENT
ROSEMONT CLO, Ltd.
By: Deerfield Capital Management LLC as
its Collateral Manager
By: /s/ Xxxx Xxxxxxxx
--------------------------------------
Name: Xxxx Xxxxxxxx
Title: Sr. Vice President
35
INFRASOURCE INCORPORATED
SECOND AMENDMENT
BRYN MAWR CLO, Ltd.
By: Deerfield Capital Management LLC as
its Collateral Manager
By: /s/ Xxxx Xxxxxxxx
--------------------------------------
Name: Xxxx Xxxxxxxx
Title: Sr. Vice President
36
INFRASOURCE INCORPORATED
SECOND AMENDMENT
SEMINOLE FUNDING LLC
By: /s/ M. Xxxxxxxx Xxxxxxx
--------------------------------------
Name: M. Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
37
INFRASOURCE INCORPORATED
SECOND AMENDMENT
MUIRFIELD TRADING INC.
By:/s/ M. Xxxxxxxx Xxxxxxx
---------------------------------------
Name: M. Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
38
INFRASOURCE INCORPORATED
SECOND AMENDMENT
FIRST TRUST/FOUR CORNERS SENIOR
FLOATING RATE INCOME FUND, as Lender
By: Four Corners Capital Management LLC,
as Sub- Adviser
By: /s/ Xxxx Xxxxxxxxx
------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
FIRST TRUST/FOUR CORNERS SENIOR
FLOATING RATE INCOME FUND II, as Lender
By: Four Corners Capital Management LLC,
as Sub- Adviser
By: /s/ Xxxx Xxxxxxxxx
------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
FOUR CORNERS CLO 2005-I, LTD, as Lender
By: Four Corners Capital Management LLC, as
Collateral Manager
By: /s/ Xxxx Xxxxxxxxx
------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
39
EXECUTION COPY
ACKNOWLEDGEMENT AND CONSENT
Each of the undersigned Subsidiary Guarantors hereby acknowledges
and consents to the foregoing Second Amendment.
INFRASOURCE CORPORATE SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President & CFO
XXXXXXXX HOLDINGS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President & CFO
XXXXXXXX CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President & CFO
DACON CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President & CFO
ELECTRIC SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President & CFO
X.X. ELECTRIC, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President & CFO
BLAIR PARK SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President & CFO
OSP CONSULTANTS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President & CFO
INTERNATIONAL COMMUNICATIONS SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President & CFO
OSP, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President & CFO
OSP TELCOM, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President & CFO
RJE TELECOM, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President & CFO
SUNESYS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President & CFO
41
SUNESYS OF VIRGINIA, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President & CFO
CHOWNS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President & CFO
TRINITY INDUSTRIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President & CFO
INFRASOURCE UNDERGROUND SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President & CFO
INFRASOURCE POWER, LLC
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President & CFO
INFRASOURCE UNDERGROUND INSTALLATION, LLC
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President & CFO
MECHANICAL SPECIALTIES, INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President & CFO
42
INFRASOURCE MID-ATLANTIC INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President & CFO
INFRASOURCE UNDERGROUND CONSTRUCTION SERVICES, LLC
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President & CFO
INFRASOURCE UNDERGROUND
CONSTRUCTION, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President & CFO
INFRASOURCE UNDERGROUND CONSTRUCTION, LLC
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President & CFO
XXXXXXXX & ASSOCIATES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President & CFO
UTILITY LOCATE & MAPPING SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President & CFO
INFRASOURCE UNDERGROUND CONSTRUCTION CALIFORNIA, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President & CFO
43
INFRASOURCE CONCRETE & PAVING SERVICES, LLC
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President & CFO
44
