Exhibit 10.5.2


 


THIRD
AMENDMENT


 


THIRD
AMENDMENT, dated as of December 16, 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”).


 


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 1.1
(Defined Terms).  Section 1.1 of the
Credit Agreement is hereby amended by deleting clause (h) of the “Consolidated
Adjusted EBITDA” definition in its entirety and substituting in lieu thereof
the following:


 


“(h)  each of (x) non-cash expenses relating to
stock-based compensation, including stock options, restricted
stock grants and employee stock purchase plans and (y) cash payments or cash
distributions in compliance with Section 7.6(b)”


 


3.             Amendment
to Section 7.7 (Capital Expenditures). 
Section 7.7 of the Credit Agreement is hereby amended by deleting the
first sentence of such Section in its entirety and substituting in lieu thereof
the following:


 


“Make or commit to make any Capital
Expenditure, except Capital Expenditures of the Borrower and its Subsidiaries
in the ordinary course of business not exceeding, for any fiscal year of the
Borrower set forth in the table below, the amount set forth in such table for
such fiscal year; provided, that (a) up to 50% of any such amount
referred to above, if not so expended in the fiscal year for which it is
permitted, may be carried over for expenditure in the next succeeding fiscal
year and (b) Capital Expenditures made pursuant to this Section during any
fiscal year shall be deemed made, first, in respect of amounts permitted
for such fiscal year as provided above and, second, in respect of
amounts carried over from the prior fiscal year pursuant to clause (a) above.”


 


4.             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).


 


5.             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.


 


6.             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.


 


7.             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.


 


8.             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.


 


9.             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: SVP, CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INFRASOURCE SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
  Name: Terence R. Montgomery

  
	
   

  	
  Title: SVP, CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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/ James P. Bahleda

  
	
   

  	
  Name: James P. Bahleda

  
	
   

  	
  Title: Vice President

  
				



 

















 


	
   

  	
  INFRASOURCE INCORPORATED

  
	
   

  	
  THIRD AMENDMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JP Morgan Chase Bank N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lee P. Brennan

  
	
   

  	
   

  	
  Name: Lee P. Brennan

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  INFRASOURCE INCORPORATED

  
	
   

  	
  THIRD AMENDMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Stephen T. Dorosh

  
	
   

  	
   

  	
  Name: Stephen T. Dorosh

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INFRASOURCE INCORPORATED

  
	
   

  	
  THIRD AMENDMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Commerce Bank, N.A.

  
	
   

  	
  [Name of Lender]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   
  /s/ Michael P. Thomson

  
	
   

  	
   

  	
  Name: Michael P. Thomson

  
	
   

  	
   

  	
  Title: Vice President

  
				



 

















 


	
   

  	
  INFRASOURCE INCORPORATED

  
	
   

  	
  THIRD 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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Denali Capital LLC, managing member of
  DC Funding Partners, portfolio manager for DENALI CAPITAL CLO II, LTD, or an
  affiliate.

  
	
   

  	
  [Name of Lender]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   
  /s/ Kelli C. Marti

  
	
   

  	
   

  	
  Name: Kelli C. Marti

  
	
   

  	
   

  	
  Title: Senior Vice President

  



 


	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
  THIRD AMENDMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMCO Insurance

  
	
   

  	
  [Name of Lender]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   
  /s/ signature illegible

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INFRASOURCE INCORPORATED

  
	
   

  	
  THIRD AMENDMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Scottsdale Insurance

  
	
   

  	
  [Name of Lender]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   
  /s/ signature illegible

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INFRASOURCE INCORPORATED

  
	
   

  	
  THIRD AMENDMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Nationwide Life Insurance Company - Separate Account
  B-Retirement

  
	
   

  	
  [Name of Lender]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   
  /s/ signature illegible

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
  INFRASOURCE INCORPORATED

  
	
   

  	
  THIRD AMENDMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Nationwide Mutual Insurance Company

  
	
   

  	
  [Name of Lender]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   
  /s/ signature illegible

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INFRASOURCE INCORPORATED

  
	
   

  	
  THIRD AMENDMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FOXE BASIN CLO 2003, LTD

  
	
   

  	
  [Name of Lender]

  
	
   

  	
  By:  GSO Capital Partners LP, as Collateral
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   
  /s/ Sanjai Bhonsle

  
	
   

  	
   

  	
  Name: Sanjai Bhonsle

  
	
   

  	
   

  	
  Title: Authorized Signatory

  



 

















 


	
   

  	
  INFRASOURCE INCORPORATED

  
	
   

  	
  THIRD AMENDMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LANDMARK CDO LIMITED

  
	
   

  	
  [Name of Lender]

  
	
   

  	
  By:  Aladdin Capital Management LLC, as Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Angela Bozorgmir

  
	
   

  	
   

  	
  Name: Angela Bozorgmir

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LANDMARK II CDO LIMITED

  
	
   

  	
  [Name of Lender]

  
	
   

  	
  By:  Aladdin Capital Management LLC, as Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Angela Bozorgmir

  
	
   

  	
   

  	
  Name: Angela Bozorgmir

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LANDMARK III CDO LIMITED

  
	
   

  	
  [Name of Lender]

  
	
   

  	
  By:  Aladdin Capital Management LLC, as Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Angela Bozorgmir

  
	
   

  	
   

  	
  Name: Angela Bozorgmir

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GREYROCK CDO LTD

  
	
   

  	
  [Name of Lender]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Angela Bozorgmir

  
	
   

  	
   

  	
  Name: Angela Bozorgmir

  
	
   

  	
   

  	
  Title: Director

  
				



 

















 


	
   

  	
  INFRASOURCE INCORPORATED

  
	
   

  	
  THIRD AMENDMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RZB Finance LLC

  
	
   

  	
  [Name of Lender]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christoph Hoedl

  
	
   

  	
   

  	
  Name: Christoph Hoedl

  
	
   

  	
   

  	
  Title: Group Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John A. Valisk

  
	
   

  	
   

  	
  Name: John A. Valiska

  
	
   

  	
   

  	
  Title: First Vice President

  
				



 

















 


ACKNOWLEDGEMENT AND CONSENT


 


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


 


 


	
   

  	
  INFRASOURCE CORPORATE SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DASHIELL HOLDINGS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DASHIELL LTD

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DACON GP LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DACON LTD

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  M.J. ELECTRIC, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 

















 


	
   

  	
  INFRASOURCE TEXAS HOLDINGS GP LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INFRASOURCE TEXAS HOLDINGS LP LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BLAIR PARK SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  OSP CONSULTANTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INFRASOURCE POWER CALIFORNIA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  OSP TELCOM, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RJE TELECOM, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
  SUNESYS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SUNESYS OF VIRGINIA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CHOWNS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TRINITY INDUSTRIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INFRASOURCE UNDERGROUND SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INFRASOURCE POWER, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INFRASOURCE UNDERGROUND INSTALLATION, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 

















 


	
   

  	
  MECHANICAL SPECIALTIES, INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INFRASOURCE MID-ATLANTIC, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INFRASOURCE UNDERGROUND CONSTRUCTION
  SERVICES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INFRASOURCE UNDERGROUND 

  CONSTRUCTION, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INFRASOURCE UNDERGROUND 

  CONSTRUCTION, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INFRASOURCE MASLONKA, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INFRASOURCE UNDERGROUND CONSTRUCTION CALIFORNIA,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
  INFRASOURCE CONCRETE & PAVING
  SERVICES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INFRASOURCE TRANSMISSION SERVICES
 COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INFRASOURCE MASLONKA CA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  IUC IOWA, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INFRASOURCE UNDERGROUND SERVICES
 CANADA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EHV POWER USA INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terence R. Montgomery

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: