Exhibit
      10.25

     

    SECOND
      AMENDMENT TO LOAN AND SECURITY AGREEMENT

     

    Reference
      is made to that certain Loan and Security Agreement dated as of March 22,
      2007 (the “Loan and Security Agreement”) between the undersigned Primoris
      Corporation (the “Borrower”) and LaSalle Bank National Association (the “Bank”).
      All capitalized terms used herein without definition shall have the same
      meanings herein as those terms have in the Loan and Security Agreement. The
      Borrower and Bank hereby amend the Loan and Security Agreement as set forth
      below.

     

    1.  The
      definition of “Change in Control” in Section 1.1 of the Loan and Security
      Agreement is hereby deleted and the following is inserted
      therefore:

     

    “Change
      in Control”
shall
      mean if Brian Pratt shall cease to own and control, directly or indirectly,
      at
      least 25% of the outstanding Capital Securities of the Borrower. For the purpose
      hereof, the terms “control” or “controlling” shall mean the possession of the
      power to direct, or cause the direction of, the management and policies of
      the
      Borrower by contract or voting of securities or ownership
      interests.

     

    2.  Section
      10.1 of the Loan and Security Agreement is hereby deleted in its entirety and
      the following is inserted therefore:

     

    Tangible
      Net Worth.
      As of
      the end of each of its fiscal quarters, the Borrower shall maintain Tangible
      Net
      Worth in an amount not less than Thirty-Five Million and 00/100 Dollars
      ($35,000,000.00). The Tangible Net Worth shall be reset annually commencing
      with
      the Fiscal Year ending December 31, 2009 to increase by Forty Percent (40%)
      of
      the prior Fiscal Year’s Net Income. Investments in any Subsidiary, Affiliate and
      third party entity, which is not either (a) Born Heaters Canada, or (b) a
      Guarantor, in excess of Ten Million and 00/100 Dollars ($10,000,000.00) shall
      be
      deducted from Tangible Net Worth.

     

    3.  The
      first
      sentence only of Section 10.4 of the Loan and Security Agreement is hereby
      deleted and the following is inserted therefore:

     

    The
      Borrower shall not incur Capital Expenditures in an amount greater than Twelve
      Million and 00/100 Dollars ($12,000,000.00) for Fiscal Year 2008 and Eight
      Million and 00/100 Dollars ($8,000,000.00) for Fiscal Year 2009.

     

    4.  The
      Bank
      hereby waives Section 9.4(a) of the Loan and Security Agreement and consents
      to
      the merger (the “Merger”) between the Borrower and Rhapsody Acquisition Corp.
      with the surviving entity to be called “Primoris Corporation.” The Bank’s waiver
      of Section 9.4(a) of the Loan and Security Agreement applies to the Merger
      only
      and does not constitute a future waiver of any other merger or consolidation,
      purchase or other acquisition as described in Section 9.4(a) of the Loan and
      Security Agreement. The Bank further consents to the Borrower’s distribution
      prior to the Merger of up to Fifty Million and 00/100 Dollars ($50,000,000.00)
      of cash to existing shareholders of the Borrower.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Except
      as
      specifically amended herein, the Loan and Security Agreement shall continue
      in
      full force and effect in accordance with its original terms. Reference to this
      specific Amendment need not be made in the Loan and Security Agreement or in
      any
      other instrument or document executed in connection therewith, any reference
      in
      any such items to the Loan and Security Agreement being sufficient to refer
      to
      the Loan and Security Agreement as amended hereby.

     

    This
      Amendment may be executed in counterpart, and by facsimile and by the different
      parties on different counterpart signature pages, which taken together shall
      constitute one and the same Agreement. This Amendment shall be governed by
      internal laws of the State of Illinois.

     

    Dated
      as
      of this 11th
      day of
      July, 2008

     

    

      
        	 	
                LA
                  SALLE BANK NATIONAL ASSOCIATION

              
	 	 
	 	 
	 	
                By:
                  

              	
                /s/
                  Brian Peterson

              
	 	 	
                Brian
                  Peterson

              
	 	 	 
	 	
                Its:

              	
                Senior
                  Vice President

              
	 	 	 
	 	 	 
	 	
                PRIMORIS
                  CORPORATION

              
	 	 
	 	 
	 	
                By:
                  

              	
                /s/
                  John P. Schauerman

              
	 	 	
                John
                  P. Schauerman

              
	 	 	 
	 	
                Its:

              	
                Senior
                  Vice President

              


      

    

     

    
      
         

      

      
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