0001104659-06-012820 Sample Contracts

DEARBORN HOLDINGS CORPORATION 2003 OMNIBUS STOCK INCENTIVE PLAN NON-QUALIFIED [TIME-BASED] STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • March 1st, 2006 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • Delaware

This NON-QUALIFIED [TIME-BASED] STOCK OPTION AGREEMENT (this “Option Agreement”), dated as of the [ ] day of [ ], [ ] (the “Date of Grant”), by and between DEARBORN HOLDINGS CORPORATION, a Delaware corporation (the “Company”), and [ ] (the “Optionee”).

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AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 1st, 2006 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • New York

This Amendment to Registration Rights Agreement (this “Amendment”) dated as of December 7, 2005, by and among InfraSource Services, Inc., a Delaware corporation (the “Company”), and the persons listed on Schedule IA attached hereto (collectively, the “Securityholders”);

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 1st, 2006 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • Delaware

This INDEMNIFICATION AGREEMENT, effective as of , 200__, is entered into by and between InfraSource Services, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).

THIRD AMENDMENT
Credit Agreement • March 1st, 2006 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • New York

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”).

Form of InfraSource Services, Inc. 2004 Omnibus Stock Incentive Plan Non- Qualified Stock Option Agreement for senior management and directors
Non-Qualified Stock Option Agreement • March 1st, 2006 • Infrasource Services Inc • Water, sewer, pipeline, comm & power line construction • Delaware

This NON-QUALIFIED STOCK OPTION AGREEMENT (this “Option Agreement”), dated of the _____ day of ______, 20__ (the “Date of Grant”), is by and between InfraSource Services, Inc., a Delaware corporation (the “Company”), and _______ (the “Optionee”).

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