MANAGEMENT AGREEMENTManagement Agreement • March 29th, 2004 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • Delaware
THIS MANAGEMENT AGREEMENT ("Agreement"), effective this 24th day of September, 2003 ("Effective Date"), is entered into by and between David R. Helwig ("Executive"), Dearborn Holdings Corporation, a Delaware corporation (the "Company"), and InfraSource Incorporated, a Delaware corporation ("InfraSource").
FIRST AMENDMENTCredit Agreement • March 29th, 2004 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • New York
FIRST AMENDMENT, dated as of January 22, 2004 (this "Amendment"), to the Credit Agreement, dated as of September 24, 2003 (the "Credit Agreement"), among INFRASOURCE SERVICES, INC. (formerly known as Dearborn Holdings Corporation), 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").
AMENDMENT TO NON-QUALIFIED TIME-BASED STOCK OPTION AGREEMENTNon-Qualified Time-Based Stock Option Agreement • March 29th, 2004 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction
This Amendment (the "Amendment") to the Non-Qualified Time-Based Stock Option Agreement, dated January 27, 2004 (the "Option Agreement"), is entered into by and between Paul Daily (the "Optionee") and Dearborn Holdings Corporation, a Delaware corporation (the "Company"). Any capitalized terms not defined herein shall have the meaning set forth in the Option Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 29th, 2004 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction
The undersigned, David Helwig ("Purchaser"), hereby agrees to subscribe for and purchase 1,493 shares of common stock, par value $0.001 per share (the "Common Stock"), of InfraSource Services, Inc., a Delaware corporation (the "Corporation"), at a price of $100 per share, for an aggregate purchase price of $149,300. The Purchaser hereby affirms that the representations and warranties made by the Purchaser in Section 4 of that certain Stock Purchase Agreement, dated as of October 13, 2003, between Purchaser and the Corporation, are true and complete as of the date hereof and will be true and complete as of the date of consummation of the sale of the Common Stock pursuant to this Subscription Agreement. Purchaser acknowledges that the Common Stock acquired hereunder shall be subject to the terms of the Stockholders' Agreement, dated September 24, 2003, by and among Purchaser, the Corporation and the other parties thereto.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 29th, 2004 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction
The undersigned, OCM Principal Opportunities Fund II, L.P., a Delaware limited partnership, hereby agrees to subscribe for and purchase 135,430 shares of common stock, par value $0.001 per share (the "Common Stock"), of InfraSource Services, Inc., a Delaware corporation (the "Corporation"), at a price of $100 per share, for an aggregate purchase price of $13,543,000. The Corporation hereby acknowledges receipt of payment in the amount of $13,543,000.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 29th, 2004 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction
The undersigned, OCM/GFI Power Opportunities Fund, L.P., a Delaware limited partnership (the "Fund"), hereby agrees to subscribe for and purchase 135,430 shares of common stock, par value $0.001 per share (the "Common Stock"), of InfraSource Services, Inc., a Delaware corporation (the "Corporation"), at a price of $100 per share, for an aggregate purchase price of $13,543,000 as provided herein. The Corporation hereby acknowledges receipt of payment in the amount of $9,000,000 toward such purchase. The Fund shall purchase the remaining $4,543,000 of Common Stock upon the return to the Fund of the $5,000,000 the Fund posted as collateral in connection with the letter of credit secured by the Fund for the benefit of Maslonka & Associates, Inc.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 29th, 2004 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction
The undersigned, Paul Daily ("Purchaser"), hereby agrees to subscribe for and purchase 224 shares of common stock, par value $0.001 per share (the "Common Stock"), of InfraSource Services, Inc., a Delaware corporation (the "Corporation"), at a price of $100 per share, for an aggregate purchase price of $22,400. The Purchaser hereby affirms that the representations and warranties made by the Purchaser in Section 4 of that certain Stock Purchase Agreement, dated as of October 20, 2003, between Purchaser and the Corporation, are true and complete as of the date hereof and will be true and complete as of the date of consummation of the sale of the Common Stock pursuant to this Subscription Agreement. Purchaser acknowledges that the Common Stock acquired hereunder shall be subject to the terms of the Stockholders' Agreement, dated September 24, 2003, by and among Purchaser, the Corporation and the other parties thereto.
SETTLEMENT AGREEMENT AND GENERAL RELEASE OF CLAIMSSettlement Agreement • March 29th, 2004 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • Pennsylvania
This Settlement Agreement and General Release of Claims ("Agreement") is made as of September 29, 2003, by Terence R. Montgomery ("Montgomery") and Infrasource, Inc. ("Infrasource" or "the Company") (formerly known as Exelon Infrastructure Services, Inc.). In consideration of the mutual premises, obligations, and payments described herein and for other good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, Montgomery and Infrasource agree as follows:
