Second Amendment and Waiver

EX-10.2 2 w11774exv10w2.txt SECOND AMENDMENT AND WAIVER 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/ Terence R. Montgomery ------------------------------ Name: Terence R. Montgomery Title: Sr. Vice President & CFO INFRASOURCE SERVICES, INC. By: /s/ Terence R. Montgomery ------------------------------ Name: Terence R. Montgomery Title: Sr. Vice President & 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/ Philip R. Medsger ---------------------- Name: Philip R. Medsger Title: First Vice President INFRASOURCE INCORPORATED SECOND AMENDMENT RZB FINANCE LLC ----------------------------------- [Name of Lender] By: /s/ Christoph Hoedl ------------------------------ Name: Christoph Hoedl Title: Group Vice President By: /s/ John A. Valiska ------------------------------ Name: John A. Valiska Title: First Vice President 5 INFRASOURCE INCORPORATED SECOND AMENDMENT JPMorgan Chase Bank, N.A. By: /s/ Lee P. Brennan ------------------------------ Name: Lee P. Brennan Title: Vice President 6 INFRASOURCE INCORPORATED SECOND AMENDMENT Wachovia Bank, National Association ------------------------------------------ [Name of Lender] By: /s/ Stephen T. Dorosh ------------------------------ Name: Stephen T. Dorosh Title: Vice President 7 INFRASOURCE INCORPORATED SECOND AMENDMENT Commerce Bank ----------------------------------- [Name of Lender] By: /s/ Michael P. Thomson ------------------------------------- Name: Michael P. Thomson 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 TRYON CLO LTD. 2000-I By: Babson Capital Management LLC as Collateral Manager By: /s/ John W. Stelwagon ------------------------------ Name: John W. Stelwagon Title: Managing Director MAPLEWOOD (CAYMAN) LIMITED By: Babson Capital Management LLC as Investment Manager By: /s/ John W. Stelwagon ------------------------------ Name: John W. Stelwagon 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/ John W. Stelwagon ------------------------------ Name: John W. Stelwagon Title: Managing Director 9 INFRASOURCE INCORPORATED SECOND AMENDMENT FOXE BASIN CLO 2003, LTD By Royal Bank of Canada as Collateral Manager By: /s/ Lee M. Shaiman ------------------------------ Name: Lee M. Shaiman Title: Authorized Signatory 10 INFRASOURCE INCORPORATED SECOND AMENDMENT LANDMARK CDO LIMITED By: Aladdin Capital Management LLC, as Manager By: /s/ Angela Bozorgmir ------------------------------ Name: Angela Bozorgmir Title: Director LANDMARK II CDO LIMITED By: Aladdin Capital Management LLC, as Manager By: /s/ Angela Bozorgmir ------------------------------ Name: Angela Bozorgmir Title: Director LANDMARK III CDO LIMITED By: Aladdin Capital Management LLC, as Manager By: /s/ Angela Bozorgmir ------------------------------ Name: Angela Bozorgmir 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/ Mark W. Poeppelman ------------------------------------- Name: Mark W. Poeppelman Title: Authorized Signatory 13 INFRASOURCE INCORPORATED SECOND AMENDMENT NATIONWIDE MUTUAL INSURANCE COMPANY [Name of Lender] By: /s/ Mark W. Poeppelman -------------------------------------- Name: Mark W. Poeppelman Title: Authorized Signatory 14 INFRASOURCE INCORPORATED SECOND AMENDMENT AMCO INSURANCE ----------------------------------- [Name of Lender] By: /s/ Mark W. Poeppelman ------------------------------------- Name: Mark W. Poeppelman Title: Authorized Signatory 15 INFRASOURCE INCORPORATED SECOND AMENDMENT SCOTTSDALE INSURANCE [Name of Lender] By: /s/ Mark W. Poeppelman -------------------------------------- Name: Mark W. Poeppelman 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/ D. Robinson ------------------------------------- Name: Denton Robinson 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/ John R. Thacker ------------------------------ Name: John R. Thacker 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/ John R. Thacker ------------------------------ Name: John R. Thacker 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/ John R. Thacker ------------------------------ Name: John R. Thacker 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/ Barry K. Love ------------------------------------- Name: Barry K. 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/ Scott Bennett --------------------------------------- Name: Scott Bennett Title: Portfolio Manager By: /s/ Colin Pennycooke ------------------------------ Name: Colin Pennycooke Title: Counsel 23 INFRASOURCE INCORPORATED SECOND AMENDMENT Gleneagles CLO, Ltd. By: Highland Capital Management, L.P. As Collateral Manager By: /s/ Chad Schramek ---------------------------- Name: Chad Schramek 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/ Chad Schramek ----------------------------- Name: Chad Schramek 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/ Chad Schramek --------------------------------- Name: Chad Schramek 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/ Chad Schramek ---------------------------- Name: Chad Schramek 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/ Chad Schramek ---------------------------- Name: Chad Schramek 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/ Chad Schramek ---------------------------- Name: Chad Schramek 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. Joseph Dougherty ------------------------------------- Name: R. Joseph Dougherty 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. Joseph Dougherty -------------------------------------- Name: R. Joseph Dougherty 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/ Matt Stouffer -------------------------------------- Name: Matt Stouffer Title: Sr. Vice President 32 INFRASOURCE INCORPORATED SECOND AMENDMENT LONG GROVE CLO, LIMITED By: Deerfield Capital Management LLC as its Collateral Manager By: /s/ Matt Stouffer --------------------------------------- Name: Matt Stouffer Title: Sr. Vice President 33 INFRASOURCE INCORPORATED SECOND AMENDMENT FOREST CREEK CLO, Ltd. By: Deerfield Capital Management LLC as its Collateral Manager By: /s/ Matt Stouffer -------------------------------------- Name: Matt Stouffer Title: Sr. Vice President 34 INFRASOURCE INCORPORATED SECOND AMENDMENT ROSEMONT CLO, Ltd. By: Deerfield Capital Management LLC as its Collateral Manager By: /s/ Matt Stouffer -------------------------------------- Name: Matt Stouffer Title: Sr. Vice President 35 INFRASOURCE INCORPORATED SECOND AMENDMENT BRYN MAWR CLO, Ltd. By: Deerfield Capital Management LLC as its Collateral Manager By: /s/ Matt Stouffer -------------------------------------- Name: Matt Stouffer Title: Sr. Vice President 36 INFRASOURCE INCORPORATED SECOND AMENDMENT SEMINOLE FUNDING LLC By: /s/ M. Cristina Higgins -------------------------------------- Name: M. Cristina Higgins Title: Assistant Vice President 37 INFRASOURCE INCORPORATED SECOND AMENDMENT MUIRFIELD TRADING INC. By:/s/ M. Cristina Higgins --------------------------------------- Name: M. Cristina Higgins 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/ Dean Valentine ------------------------------ Name: Dean Valentine 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/ Dean Valentine ------------------------------ Name: Dean Valentine Title: Vice President FOUR CORNERS CLO 2005-I, LTD, as Lender By: Four Corners Capital Management LLC, as Collateral Manager By: /s/ Dean Valentine ------------------------------ Name: Dean Valentine 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/ Terence R. Montgomery ------------------------------ Name: Terence R. Montgomery Title: Sr. Vice President & CFO DASHIELL HOLDINGS CORPORATION By: /s/ Terence R. Montgomery ------------------------------ Name: Terence R. Montgomery Title: Sr. Vice President & CFO DASHIELL CORPORATION By: /s/ Terence R. Montgomery ------------------------------ Name: Terence R. Montgomery Title: Sr. Vice President & CFO DACON CORPORATION By: /s/ Terence R. Montgomery ------------------------------ Name: Terence R. Montgomery Title: Sr. Vice President & CFO ELECTRIC SERVICES, INC. By: /s/ Terence R. Montgomery ------------------------------ Name: Terence R. Montgomery Title: Sr. Vice President & CFO M.J. ELECTRIC, INC. By: /s/ Terence R. Montgomery ------------------------------ Name: Terence R. Montgomery Title: Sr. Vice President & CFO BLAIR PARK SERVICES, INC. By: /s/ Terence R. Montgomery ------------------------------ Name: Terence R. Montgomery Title: Sr. Vice President & CFO OSP CONSULTANTS, INC. By: /s/ Terence R. Montgomery ------------------------------ Name: Terence R. Montgomery Title: Sr. Vice President & CFO INTERNATIONAL COMMUNICATIONS SERVICES, INC. By: /s/ Terence R. Montgomery ------------------------------ Name: Terence R. Montgomery Title: Sr. Vice President & CFO OSP, INC. By: /s/ Terence R. Montgomery ------------------------------ Name: Terence R. Montgomery Title: Sr. Vice President & CFO OSP TELCOM, INC. By: /s/ Terence R. Montgomery ------------------------------ Name: Terence R. Montgomery Title: Sr. Vice President & CFO RJE TELECOM, INC. By: /s/ Terence R. Montgomery ------------------------------ Name: Terence R. Montgomery Title: Sr. Vice President & CFO SUNESYS, INC. By: /s/ Terence R. Montgomery ------------------------------ Name: Terence R. Montgomery Title: Sr. Vice President & CFO 41 SUNESYS OF VIRGINIA, INC. By: /s/ Terence R. Montgomery ------------------------------ Name: Terence R. Montgomery Title: Sr. Vice President & CFO CHOWNS, INC. By: /s/ Terence R. Montgomery ------------------------------ Name: Terence R. Montgomery Title: Sr. Vice President & CFO TRINITY INDUSTRIES, INC. By: /s/ Terence R. Montgomery ------------------------------ Name: Terence R. Montgomery Title: Sr. Vice President & CFO INFRASOURCE UNDERGROUND SERVICES, INC. By: /s/ Terence R. Montgomery ------------------------------ Name: Terence R. Montgomery Title: Sr. Vice President & CFO INFRASOURCE POWER, LLC By: /s/ Terence R. Montgomery ------------------------------ Name: Terence R. Montgomery Title: Sr. Vice President & CFO INFRASOURCE UNDERGROUND INSTALLATION, LLC By: /s/ Terence R. Montgomery ------------------------------ Name: Terence R. Montgomery Title: Sr. Vice President & CFO MECHANICAL SPECIALTIES, INCORPORATED By: /s/ Terence R. Montgomery ------------------------------ Name: Terence R. Montgomery Title: Sr. Vice President & CFO 42 INFRASOURCE MID-ATLANTIC INC. By: /s/ Terence R. Montgomery ------------------------------ Name: Terence R. Montgomery Title: Sr. Vice President & CFO INFRASOURCE UNDERGROUND CONSTRUCTION SERVICES, LLC By: /s/ Terence R. Montgomery ------------------------------ Name: Terence R. Montgomery Title: Sr. Vice President & CFO INFRASOURCE UNDERGROUND CONSTRUCTION, INC. By: /s/ Terence R. Montgomery ------------------------------ Name: Terence R. Montgomery Title: Sr. Vice President & CFO INFRASOURCE UNDERGROUND CONSTRUCTION, LLC By: /s/ Terence R. Montgomery ------------------------------ Name: Terence R. Montgomery Title: Sr. Vice President & CFO MASLONKA & ASSOCIATES, INC. By: /s/ Terence R. Montgomery ------------------------------ Name: Terence R. Montgomery Title: Sr. Vice President & CFO UTILITY LOCATE & MAPPING SERVICES, INC. By: /s/ Terence R. Montgomery ------------------------------ Name: Terence R. Montgomery Title: Sr. Vice President & CFO INFRASOURCE UNDERGROUND CONSTRUCTION CALIFORNIA, INC. By: /s/ Terence R. Montgomery ------------------------------ Name: Terence R. Montgomery Title: Sr. Vice President & CFO 43 INFRASOURCE CONCRETE & PAVING SERVICES, LLC By: /s/ Terence R. Montgomery ------------------------------ Name: Terence R. Montgomery Title: Sr. Vice President & CFO 44