Exhibit
4.2.1


 


AMENDMENT
TO REGISTRATION RIGHTS AGREEMENT


 


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”);


 


WHEREAS, the
Registration Rights Agreement dated as of April 20, 2004, by and among the
Company and the persons listed on Schedule I attached thereto (the “Original Registration Rights Agreement”), provides that it
may be amended or modified with the written consent of Holders of a majority of
the Registrable Securities then outstanding as determined by the Company;


 


WHEREAS, the
Company and the Securityholders executing this Amendment (which Securityholders
represent Holders of a majority of the Registrable Securities currently
outstanding as determined by the Company) desire to amend the Original
Registration Rights Agreement as set forth below; and


 


WHEREAS, all
capitalized terms used, but not otherwise defined, herein shall have the
meaning ascribed to them in the Original Registration Rights Agreement.


 


NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:


 


Section 1.           Amendment
to Rights Agreement.


 


1.1           Amendment to Section 1.


 


The definition of “Permitted Transferee” set
forth in Section 1 of the Original Registration Rights Agreement is hereby
amended in its entirety to read as follows:


 


“Permitted Transferee” shall mean (1) with
respect to a Securityholder, a transferee of Registrable Securities owned by
such Securityholder that is (A) a member of the immediate family of such
Securityholder, or (B) (w) a trust the beneficiaries of which are,
(x) a limited liability company the membership interest holders of which
are, (y) a partnership the partners of which are, or (z) a
corporation the board of directors of which are and the stockholders of which
are, exclusively such Securityholder and/or a member or members of his or her
immediate family, (2) with respect to the Initial Investors and Martin
Maslonka, Tontine Capital Partners, L.P., as the transferee of (y) 1,246,108
shares of Common Stock pursuant to that certain Amended and Restated Securities
Purchase Agreement, dated as of December 7, 2005 and (z) an aggregate of up to
553,892 shares of


 

















 


Common Stock pursuant to transactions
reported on Forms 144 to be filed with the Securities and Exchange Commission by
the Initial Investors and Martin Maslonka (which shares shall be treated as “Registrable
Securities”), and (3) with respect to Tontine Capital Partners, L.P.,
Affiliates of Tontine Capital Partners, L.P. in existence on the date hereof.  For purposes of this definition, “immediate
family” shall mean a spouse, lineal descendant, father, mother, brother or
sister, niece, nephew, mother-in-law, father-in-law, sister-in-law or
brother-in-law of the Securityholder, in each case whether by birth or adoption
and including stepchildren.


 


1.2           Addition of Tontine as
Securityholder.  Upon execution of
this Amendment by Tontine Capital Partners, L.P. (“Tontine”),
Schedule I to the Original Registration Rights Agreement shall be hereby
amended by deleting it in its entirety and replacing the same with Schedule IA
attached hereto, and Tontine shall thereafter be considered a “Securityholder”
for all purposes under the Registration Rights Agreement.


 


Section 2.              Miscellaneous.


 


2.1           Effectiveness.  This Agreement shall be deemed effective as
of the date first written above, as if executed by all parties hereto on such
date.  Except as specifically modified by
the terms set forth herein, the parties hereto acknowledge and agree that the
Original Registration Rights Agreement is in full force and effect.  All references in the Original Registration
Rights Agreement to the “Agreement” shall be deemed to refer to the Original
Registration Rights Agreement as amended by this Amendment.


 


2.2           Further Assurances.  Each party agrees that, from time to time
upon the written request of the other party, it will execute and deliver such
further documents and do such other acts and things as the other party may
reasonably request to effect the purposes of this Amendment.


 


2.3           Governing Law.  THIS
AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401
AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE
LAWS AND RULES 327(b).


 


2.4           Jurisdiction; Forum.  Each party hereto consents and submits to the
jurisdiction of any state court sitting in the County of New York or federal
court sitting in the Southern District of the State of New York in connection
with any dispute arising out of or relating to this Amendment. Each party
hereto waives any objection to the laying of venue in such courts and any claim
that any such action has been brought in an inconvenient forum. To the extent
permitted by law, any judgment in respect of a dispute arising out of or
relating to this Amendment may be enforced in any other jurisdiction within or
outside the United States by suit on the judgment, a certified copy of such
judgment being conclusive evidence of the fact and amount of such judgment.


 


2.5           Severability.  Any term or provision of this Amendment that
is invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of


 


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the remaining terms and provisions hereof or the validity or
enforceability of the offending term or provision in any other situation or in
any other jurisdiction.


 


2.6           Successors and Assigns.  This Amendment shall be binding upon and
inure to the benefit of the respective successors and assigns of the parties;
provided, however, that no party shall assign or transfer its rights hereunder
without the prior written consent of the other parties.


 


2.7           Counterparts.  This Amendment may be executed in one or more
counterparts and all of such counterparts taken together shall constitute one
and the same instrument.


 


[THE NEXT
PAGE IS THE SIGNATURE PAGE]


 


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IN WITNESS
WHEREOF, the parties have caused this Amendment to be
duly executed as of the date first above written.


 


	
   

  	
  INFRASOURCE SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  	
   

  
	
   

  	
  Name:

  	
  Terence R. Montgomery

  	
   

  
	
   

  	
  Title:

  	
  CFO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OCM PRINCIPAL OPPORTUNITIES
  FUND II, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Oaktree Capital Management, LLC,

  
	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher S. Brothers

  	
   

  
	
   

  	
   

  	
  Name:
  Christopher S. Brothers

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael P. Harmon

  	
   

  
	
   

  	
   

  	
  Name:
  Michael P. Harmon

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OCM/GFI POWER OPPORTUNITIES
  FUND, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GFI Energy Ventures, LLC,

  
	
   

  	
   

  	
  its
  Co-General Partner,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ian Schapiro

  	
   

  
	
   

  	
   

  	
  Name: Ian
  Schapiro

  
	
   

  	
   

  	
  Title: CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Martin Maslonka

  	
   

  
	
   

  	
  MARTIN MASLONKA

  
									



 


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  TONTINE CAPITAL PARTNERS,
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Tontine Capital Management,
  L.L.C.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey L. Gendell

  	
   

  
	
   

  	
  Name:  Jeffrey L. Gendell

  
	
   

  	
  Title:  Managing Member

  
						



 


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Schedule IA


 


OCM Principal Opportunities
Fund II, L.P.

OCM/GFI Power Opportunities Fund, L.P.

Tontine Capital Partners, L.P. 

Martin Maslonka

Thomas B. Tilford

Mark C. Maslonka

Justin Campbell

Joseph Gabbard

Sidney N. Strauss

Jon Maslonka

David R. Helwig

Terence R. Montgomery

Paul M. Daily


 


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