14,705,884 Shares INFRASOURCE SERVICES, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 29th, 2004 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • New York
LEHMAN BROTHERS INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BEAR STEARNS & CO. INC. D.A. DAVIDSON & CO. FIRST ALBANY CAPITAL INC. STIFEL, NICOLAUS & CO., INCORPORATED As Representatives of the several underwriters named in Schedule 1 hereto c/o LEHMAN BROTHERS INC. 745 Seventh Avenue New York, NY 10019
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 29th, 2004 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • Delaware
This INDEMNIFICATION AGREEMENT, effective as of , 2004, is entered into by and between InfraSource Services, Inc., a Delaware corporation (the "Company"), and (the "Indemnitee").
SECOND AMENDMENT AND WAIVERCredit Agreement • April 29th, 2004 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • New York
AMENDMENT AND WAIVER, dated as of April 21, 2004 (this "Amendment"), to (i) 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") and (ii) the Guarantee and Collateral Agreement, dated as of September 24, 2003 (the "Guarantee and Collateral Agreement"), among Holdings, the Borrower and the subsidiary guarantors from time to time party thereto (the "Subsidiary Guarantors").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 29th, 2004 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of April 20, 2004 by and among InfraSource Services, Inc., a Delaware corporation (the "Company"), and the persons listed on Schedule 1 attached hereto (collectively, the "Securityholders").
INFRASOURCE SERVICES, INC. 2004 OMNIBUS STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • April 29th, 2004 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • Delaware
This NON-QUALIFIED STOCK OPTION AGREEMENT (this "Option Agreement"), dated as of the [ ] day of [ ], [ ] (the "Date of Grant"), by and between InfraSource Services, Inc., a Delaware corporation (the "Company"), and [ ] (the "Optionee").
GUARANTEE AND COLLATERAL AGREEMENT made by DEARBORN HOLDINGS CORPORATION, INFRASOURCE INCORPORATED, as Borrower, and certain of its Subsidiaries in favor of BARCLAYS BANK PLC, as Administrative Agent Dated as of September 24, 2003Guarantee and Collateral Agreement • April 29th, 2004 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of September 24, 2003, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Grantors"), in favor of BARCLAYS BANK PLC, as administrative agent (in such capacity, the "Administrative Agent") for the banks and other financial institutions or entities (the "Lenders") from time to time parties to the Credit Agreement, dated as of September 24, 2003 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among DEARBORN HOLDINGS CORPORATION ("Holdings"), INFRASOURCE INCORPORATED (the "Borrower"), the Lenders and the Administrative Agent.
