exv10w1w4



 






Exhibit 10.1.4




FOURTH AMENDMENT




          FOURTH AMENDMENT, dated as of March 15, 2006 (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”).




W I T N E S S E T H:




          WHEREAS, the Borrower has requested that the Lenders agree to amend 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 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 8 (Events of Default). Section 8 of the Credit Agreement is hereby
amended by deleting clause (i) of paragraph (l) of such Section in its entirety and substituting in
lieu thereof the following:





     ”(i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)), excluding the
Permitted Investors, shall become, or obtain rights (whether by means or warrants, options
or otherwise) to become, the “beneficial owner” (as defined in Rule 13(d)(3) and 13(d)(5) of
the Exchange Act), directly or indirectly, of more than 35% of the outstanding common stock
of Holdings; or”



          3. 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, 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 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).




          4. Conditions to Effectiveness. This Amendment shall become effective on the date upon
which the Administrative Agent shall have received this Amendment, executed by the Administrative
Agent, the Borrower, Holdings, the Subsidiary Guarantors and the Required Lenders.




          5. Continuing Effect. 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.




          6. 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.




          7. 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.




          8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.





 









 








          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/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Chief Financial
Officer
	 
	 	 	 	 
	 	 	INFRASOURCE SERVICES, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Chief Financial
Officer
	 
	 	 	 	 
	 	 	BARCLAYS BANK PLC, as Administrative Agent

     and as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David Barton
	 

	 	 	 	 
	 

	 	 	 	Name: David Barton

Title: Associate Director
	 
	 	 	 	 
	 	 	LASALLE BANK NATIONAL ASSOCIATION, as Syndication Agent

     and as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Nick Lotz
	 

	 	 	 	 
	 

	 	 	 	Name: Nick Lotz

Title: Commercial Banking Officer






 









 






	 	 	 	 	 
	 	 	INFRASOURCE INCORPORATED

FOURTH AMENDMENT
	 
	 	 	 	 
	 	 	Commerce Bank, N.A.
	 	 	 
	 	 	     [Name of Lender]
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael P. Thomson
	 

	 	 	 	 
	 

	 	 	 	Name: Michael P. Thomson

Title: Vice President
	 
	 	 	 	 
	 	 	INFRASOURCE INCORPORATED

FOURTH AMENDMENT
	 
	 	 	 	 
	 	 	JP Morgan Chase Bank N.A.
	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Lee P. Brennan
	 

	 	 	 	 
	 

	 	 	 	Name: Lee P. Brennan

Title: Vice President
	 
	 	 	 	 
	 	 	INFRASOURCE INCORPORATED

FOURTH AMENDMENT
	 
	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION
	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Stephen T. Dorosh
	 

	 	 	 	 
	 

	 	 	 	Name: Stephen T. Dorosh

Title: Vice President
	 
	 	 	 	 
	 	 	INFRASOURCE INCORPORATED

FOURTH AMENDMENT
	 
	 	 	 	 
	 	 	RZB Finance LLC
	 	 	 
	 	 	     [Name of Lender]
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Christoph Hoedl
	 

	 	 	 	 
	 

	 	 	 	Name: Christoph Hoedl

Title: Group Vice President
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Nadia Nedelcheva
	 

	 	 	 	 
	 

	 	 	 	Name: Nadia Nedelcheva

Title: Vice President






 









 






	 	 	 	 	 
	 	 	INFRASOURCE INCORPORATED

FOURTH AMENDMENT
	 
	 	 	 	 
	 	 	ELF Funding Trust I
	 	 	 
	 	 	      [Name of Lender]
	 
	 	 	 	 
	 	 	By: Highland Capital Management, L.P., as Collateral
Manager

By: Strand Advisors, Inc., Its General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Chad Schramek
	 

	 	 	 	 
	 

	 	 	 	Name: Chad Schramek
	 

	 	 	 	Title: Assistant Treasurer
	 
	 	 	 	 
	 	 	INFRASOURCE INCORPORATED

FOURTH AMENDMENT
	 
	 	 	 	 
	 	 	Restoration Funding CLO, LTD
	 	 	 
	 	 	     [Name of Lender]
	 
	 	 	 	 
	 	 	By: Highland Capital Management, L.P., as Collateral
Manager

By: Strand Advisors, Inc., Its General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Chad Schramek
	 

	 	 	 	 
	 

	 	 	 	Name: Chad Schramek
	 

	 	 	 	Title: Assistant Treasurer






 









 






	 	 	 	 	 
	 	 	INFRASOURCE INCORPORATED

FOURTH AMENDMENT
	 
	 	 	 	 
	 	 	Highland Legacy Limited
	 	 	 
	 	 	     [Name of Lender]
	 
	 	 	 	 
	 	 	By: Highland Capital Management, L.P., as Collateral
Manager

By: Strand Advisors, Inc., Its General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Chad Schramek
	 

	 	 	 	 
	 

	 	 	 	Name: Chad Schramek
	 

	 	 	 	Title: Assistant Treasurer
	 
	 	 	 	 
	 	 	INFRASOURCE INCORPORATED

FOURTH AMENDMENT
	 
	 	 	 	 
	 	 	Gleneagles CLO, Ltd.
	 	 	 
	 	 	     [Name of Lender]
	 
	 	 	 	 
	 	 	By: Highland Capital Management, L.P., as Collateral
Manager

By: Strand Advisors, Inc., Its General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Chad Schramek
	 

	 	 	 	 
	 

	 	 	 	Name: Chad Schramek
	 

	 	 	 	Title: Assistant Treasurer
	 
	 	 	 	 
	 	 	INFRASOURCE INCORPORATED

FOURTH AMENDMENT
	 
	 	 	 	 
	 	 	Highland Floating Rate LLC
	 	 	 
	 	 	      [Name of Lender]
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Joe Dougherty
	 

	 	 	 	 
	 

	 	 	 	Name: Joe Dougherty

Title: Senior Vice President






 









 






	 	 	 	 	 
	 	 	INFRASOURCE INCORPORATED

FOURTH AMENDMENT
	 
	 	 	 	 
	 	 	Highland Floating Rate Advantage Fund
	 	 	 
	 	 	     [Name of Lender]
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Joe Dougherty
	 

	 	 	 	 
	 

	 	 	 	Name: Joe Dougherty

Title: Senior Vice President
	 
	 	 	 	 
	 	 	INFRASOURCE INCORPORATED

FOURTH AMENDMENT
	 
	 	 	 	 
	 	 	Oligra 43
	 	 	 
	 	 	     [Name of Lender]
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Karen Thompson
	 

	 	 	 	 
	 

	 	 	 	Name: Karen Thompson

Title: Loans Officer
	 
	 	 	 	 
	 	 	INFRASOURCE INCORPORATED

FOURTH AMENDMENT
	 
	 	 	 	 
	 	 	FOXE BASIN CLO 2003, LTD.
	 	 	 
	 	 	     [Name of Lender]
	 
	 	 	 	 
	 	 	By: GSO Capital Partners LP as Collateral Manager
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Lee M. Shalman
	 

	 	 	 	 
	 

	 	 	 	Name: Lee M. Shalman
	 

	 	 	 	Title: Authorized Signatory
	 
	 	 	 	 
	 	 	INFRASOURCE INCORPORATED

FOURTH AMENDMENT
	 
	 	 	 	 
	 	 	Denali Capital LLC, managing member of DC Funding
Partners, portfolio manager for DENALI CAPITAL CLO I,
LTD, or an affiliate.
	 	 	 
	 	 	     [Name of Lender]
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kelli C. Marti
	 

	 	 	 	 
	 

	 	 	 	Name: Kelli C. Marti

Title: Senior Vice President






 









 






	 	 	 	 	 
	 	 	INFRASOURCE INCORPORATED

FOURTH AMENDMENT
	 
	 	 	 	 
	 	 	Denali Capital LLC, managing member of DC Funding
Partners, portfolio manager for DENALI CAPITAL CLO
III, LTD, or an affiliate.
	 	 	 
	 	 	     [Name of Lender]
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kelli C. Marti
	 

	 	 	 	 
	 

	 	 	 	Name: Kelli C. Marti

Title: Senior Vice President
	 
	 	 	 	 
	 	 	INFRASOURCE INCORPORATED

FOURTH AMENDMENT
	 
	 	 	 	 
	 	 	Denali Capital LLC, managing member of DC Funding
Partners, portfolio manager for DENALI CAPITAL CLO
VI, LTD, or an affiliate.
	 	 	 
	 	 	     [Name of Lender]
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kelli C. Marti
	 

	 	 	 	 
	 

	 	 	 	Name: Kelli C. Marti

Title: Senior Vice President






 









 






ACKNOWLEDGEMENT AND CONSENT




          Each of the undersigned Subsidiary Guarantors hereby acknowledges and consents to the
foregoing Amendment.




	 	 	 	 	 
	 	 	INFRASOURCE CORPORATE SERVICES, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer
	 
	 	 	 	 
	 	 	DASHIELL HOLDINGS CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer
	 
	 	 	 	 
	 	 	DASHIELL LTD
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer
	 
	 	 	 	 
	 	 	DACON GP LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer
	 
	 	 	 	 
	 	 	DACON LTD
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer
	 
	 	 	 	 
	 	 	INFRASOURCE TEXAS HOLDINGS GP LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer
	 
	 	 	 	 
	 	 	INFRASOURCE TEXAS HOLDINGS LP LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer






 









 






	 	 	 	 	 
	 	 	M.J. ELECTRIC, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer
	 
	 	 	 	 
	 	 	BLAIR PARK SERVICES, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer
	 
	 	 	 	 
	 	 	OSP CONSULTANTS, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer
	 
	 	 	 	 
	 	 	INFRASOURCE POWER CALIFORNIA, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer
	 
	 	 	 	 
	 	 	OSP TELCOM, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer
	 
	 	 	 	 
	 	 	RJE TELECOM, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer
	 
	 	 	 	 
	 	 	SUNESYS, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer






 









 






	 	 	 	 	 
	 	 	SUNESYS OF VIRGINIA, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer
	 
	 	 	 	 
	 	 	CHOWNS, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer
	 
	 	 	 	 
	 	 	TRINITY INDUSTRIES, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer
	 
	 	 	 	 
	 	 	INFRASOURCE UNDERGROUND SERVICES, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer
	 
	 	 	 	 
	 	 	INFRASOURCE POWER, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer
	 
	 	 	 	 
	 	 	INFRASOURCE UNDERGROUND INSTALLATION, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer
	 
	 	 	 	 
	 	 	MECHANICAL SPECIALTIES, INCORPORATED
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer






 









 






	 	 	 	 	 
	 	 	INFRASOURCE MID-ATLANTIC, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer
	 
	 	 	 	 
	 	 	INFRASOURCE UNDERGROUND CONSTRUCTION SERVICES, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer
	 
	 	 	 	 
	 	 	INFRASOURCE UNDERGROUND CONSTRUCTION, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer
	 
	 	 	 	 
	 	 	INFRASOURCE UNDERGROUND CONSTRUCTION, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer
	 
	 	 	 	 
	 	 	INFRASOURCE MASLONKA, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer
	 
	 	 	 	 
	 	 	INFRASOURCE UNDERGROUND CONSTRUCTION CALIFORNIA, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer






 









 






	 	 	 	 	 
	 	 	INFRASOURCE CONCRETE & PAVING SERVICES, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer
	 
	 	 	 	 
	 	 	INFRASOURCE TRANSMISSION SERVICES COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer
	 
	 	 	 	 
	 	 	INFRASOURCE MASLONKA CA, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer
	 
	 	 	 	 
	 	 	IUC IOWA, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer
	 
	 	 	 	 
	 

	 	INFRASOURCE UNDERGROUND SERVICES CANADA, INC.

	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer
	 
	 	 	 	 
	 	 	EHV POWER USA INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence R. Montgomery
	 

	 	 	 	 
	 

	 	 	 	Name: Terence R. Montgomery

Title: Senior Vice President & Treasurer