AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

EXECUTION COPY

AGREEMENT AND PLAN OF MERGER

AMONG

QUANTA SERVICES, INC.,

QUANTA SUB, LLC,

PRICE GREGORY SERVICES, INCORPORATED

AND

EACH OF THE STOCKHOLDERS OF
PRICE GREGORY SERVICES, INCORPORATED NAMED HEREIN

Dated September 2, 2009

TABLE OF CONTENTS

LIST OF EXHIBITS

LIST OF SCHEDULES

DEFINED TERMS

The following is a list of the defined terms used in this Agreement:

AGREEMENT AND PLAN OF MERGER

     AGREEMENT AND PLAN OF MERGER, dated September 2, 2009 (the “ Agreement ”), among Quanta Services, Inc., a Delaware corporation (“ Parent ”), Quanta Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“ Sub ”), Price Gregory Services, Incorporated, a Delaware corporation (the “ Company ”), SCF-VI, L.P., a Delaware limited partnership (“ SCF ”), H. Charles Price III, an individual residing at 9839 Rockbrook Drive, Dallas, TX 75220 (“ Price ”), Paul C. Gregory, an individual residing at 607 Hunters Grove, Houston, TX 77024 (“ Gregory ”), James T. White, an individual residing at 5616 Stone Cliff Court, Dallas, TX 75287 (“ White ”), John E. Jackson, an individual residing at 12 Waterway Court, The Woodlands, TX 77380 (“ Jackson ”), Ronnie F. Wise, an individual residing at 19722 Emerald Ridge Lane, Houston, TX 77094 (“ Wise ”), Thomas N. Jones, an individual residing at 73 CR 1515, Bay Springs, MS 39422 (“ Jones ”), Lee E. Beckelman, an individual residing at 5807 Blackstone Creek Lane, Kingwood, TX 77345 (“ Beckelman ”), Doyle R. Maggard, an individual residing at 4251 FM 2181, Ste. 230-514, Corinth, TX 76210 (“ Maggard ”), and H. James Stover, an individual residing at 5834 Augusta Court, Houston, TX 77057 (“ Stover ” and together with SCF, Price, Gregory, White, Jackson, Wise, Jones, Beckelman, and Maggard, the “ Principal Stockholders ”). Each of Parent, Sub, and the Principal Stockholders are referred to herein as a “ Party ” and together as the “ Parties .”

     WHEREAS, the respective Boards of Directors of Parent and the Company and the sole member of Sub have determined that the merger of the Company with and into Sub, with Sub being the Surviving Company (the “ Merger ”), upon the terms and subject to the conditions set forth in this Agreement, would be fair and in the best interests of their respective companies and stockholders, and such Boards of Directors and the sole member of Sub have approved such Merger and the other transactions contemplated hereby and have adopted this Agreement (and, in the case of the Company, recommended that this Agreement be adopted by the Stockholders), pursuant to which (1) each share of Common Stock, par value $.001 per share, of the Company (“ Company Common Stock ”) issued and outstanding immediately prior to the Effective Time (the “ Outstanding Common Shares ”) and (2) each share of Series A Preferred Stock, par value $.001 per share, of the Company (“ Company Preferred Stock ” and, together with the Company Common Stock, the “ Company Stock ”) issued and outstanding immediately prior to the Effective Time (the “ Outstanding Preferred Shares ” and, together with the Outstanding Common Shares, the “ Outstanding Shares ”; each holder of an Outstanding Share is referred to herein as a “ Stockholder ”) will be converted, subject to the terms hereof, into the right to receive shares of Common Stock, par value $.00001 per share, of Parent (“ Parent Common Stock ”) and cash (excluding Dissenting Shares and Excluded Shares);

     WHEREAS, consummation of the Merger and approval of this Agreement require the affirmative vote of (i) holders of a majority of the voting power of the Outstanding Common Shares and Outstanding Preferred Shares, voting together as a single class, and (ii) holders of the shares of Company Preferred Stock representing the “Required Approval,” as such term is defined and determined in accordance with the Certificate of Designations, Powers, Preferences and Relative Participating, Optional or Other Special Rights and Relative Qualifications, Limitations or Restrictions of the Series A Convertible Preferred Stock of the Company dated effective as of January 31, 2008 (the “ Series A Designations ”). The approvals referred to in

clauses (i) and (ii) of the preceding sentence are collectively referred to herein as the “ Company Stockholder Approval ”;

     WHEREAS, for federal income tax purposes, it is intended that the Merger shall qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder (the “ Code ”);

     WHEREAS, Parent, Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger;

     NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements herein contained, the Parties hereto agree as follows:

ARTICLE I.
THE MERGER

     Section 1.1 The Merger . Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the General Corporation Law of the State of Delaware (the “ DGCL ”) and the Limited Liability Company Act of the State of Delaware (the “ DLLCA ”), the Company shall be merged with and into Sub at the Effective Time. At the Effective Time, the separate existence of the Company shall cease, and Sub shall continue as the surviving company (Sub and the Company are sometimes hereinafter referred to as “ Constituent Companies ” and Sub is sometimes hereinafter referred to as the “ Surviving Company ”) and shall continue under the name “Price Gregory Services, LLC.”

     Section 1.2 Closing . Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 8.1 , and subject to the satisfaction or waiver of the conditions set forth in Article VII , the closing of the Merger (the “ Closing ”) shall take place at 10:00 a.m., Houston time, on the second business day after satisfaction of the conditions set forth in Section 7.1 (or as promptly as practicable thereafter following satisfaction or waiver of the conditions set forth in Section 7.2 and Section 7.3 ) (the “ Closing Date ”), at the offices of Baker & Hostetler LLP, 1000 Louisiana, Suite 2000, Houston, Texas, 77002, unless another date, time or place is agreed to in writing by the Parties hereto; provided , however , that, (a) notwithstanding the satisfaction of such conditions as of an earlier date, the Closing Date shall not occur prior to October 1, 2009; and (b) notwithstanding the satisfaction of such conditions, the Company may, by written notice to Parent, extend the Closing Date by up to five (5) Business Days solely to the extent the Company reasonably expects to receive one or more cash payments during such extension period, which are necessary to allow the Company to pay the cash dividends expressly permitted in Section 6.1(b) and pay all Closing Date Debt (other than, subject to Section 2.8 , Continuing Debt) as of the Closing Date.

     Section 1.3 Effective Time of the Merger . Subject to the provisions of this Agreement, the Parties hereto shall cause the Merger to be consummated by properly executing and filing a certificate of merger meeting the requirements of Section 264 of the DGCL and Section 18-209 of the DLLCA (the “ Certificate of Merger ”) with the Secretary of State of the State of Delaware, as promptly as practicable on or after the Closing Date. The Merger shall

become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger (the “ Effective Time ”).

     Section 1.4 Effects of the Merger .

          (a) The Merger shall have the effects as set forth in the applicable provisions of the DGCL and the DLLCA.

          (b) The officers specified on Schedule 1.4(b) (which may be updated by Parent prior to the Closing) shall, from and after the Effective Time, be the initial officers of the Surviving Company until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Company’s Limited Liability Company Operating Agreement.

          (c) The Certificate of Formation and Limited Liability Company Operating Agreement of Sub immediately prior to the Effective Time shall be the Certificate of Formation and Limited Liability Company Operating Agreement of the Surviving Company, until duly amended in accordance with the terms thereof and the DLLCA, except that Section 1 of the Certificate of Formation of the Surviving Company shall read in its entirety as follows:

“Name. The name of the limited liability company is Price Gregory Services, LLC.”

          (d) From and after the Effective Time, the Surviving Company shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Companies; and all and singular rights, privileges, powers and franchises of each of the Constituent Companies, and all property, real, personal and mixed, and all debts due to either of the Constituent Companies on whatever account, as well as for stock subscriptions and all other things in action or belonging to each of the Constituent Companies, shall be vested in the Surviving Company; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Company as they were of the Constituent Companies; and the title to any real estate vested by deed or otherwise, in either of the Constituent Companies, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Companies shall be preserved unimpaired; and all debts, liabilities and duties of the Constituent Companies shall thenceforth attach to the Surviving Company, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by it.

ARTICLE II.
EFFECT OF THE MERGER ON THE CAPITAL STOCK AND MEMBERSHIP
INTERESTS OF THE
CONSTITUENT COMPANIES; EXCHANGE OF CERTIFICATES

     Section 2.1 Effect on Capital Stock and Membership Interests . At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Outstanding Shares or the holder of any membership interest of Sub:

          (a) Membership Interests of Sub . Each membership interest of Sub issued and outstanding immediately prior to the Effective Time shall remain unchanged and shall be the membership interests of the Surviving Company.

          (b) Cancellation of Treasury Stock and Parent-Owned Stock . Each of the Outstanding Shares and all other shares of capital stock of the Company that are owned by the Company as treasury stock and any Outstanding Shares and all other shares of capital stock of the Company owned, directly or indirectly, by Parent, Sub or any other wholly owned Subsidiary of Parent or the Company (collectively, the “ Excluded Shares ”) shall be canceled and retired and shall cease to exist and no consideration shall be delivered or deliverable in exchange therefor. As used in this Agreement, the term “ Subsidiary ,” with respect to any Person, means any corporation, partnership, limited liability company, joint venture or other organization, whether incorporated or unincorporated, of which: (i) such Person or any other subsidiary of such Person is a general partner; (ii) voting power to elect a majority of the Board of Directors or others performing similar functions with respect to such corporation, limited liability company, partnership, joint venture or other organization is held by such Person or by any one or more of its subsidiaries; or (iii) at least 20% of the equity, other securities or other interests is, directly or indirectly, owned or controlled by such Person or by any one or more of its subsidiaries.

     Section 2.2 Merger Consideration .

          (a) The total consideration, subject to adjustment in accordance with the terms of this Agreement, to be paid at Closing by Parent to the Stockholders in respect of all the Outstanding Shares and in exchange for the Merger and the agreements and covenants set forth in this Agreement, including, with respect to the Restricted Persons, the covenant not to compete in Section 6.12 , shall be (i) One Hundred Million and No/100 United States Dollars ($100,000,000) in cash minus (A) an aggregate amount of cash equal to the Company Transaction Costs, an estimate of which costs (as of the date hereof) are set forth in detail in Schedule 2.2 (which Schedule shall be updated as of the Closing Date), and (B) the aggregate amount of any Closing Date Debt (other than, subject to Section 2.8 , any Continuing Debt) to be paid by Parent on the Closing Date (such aggregate amount of cash so payable is hereinafter referred to as the “ Merger Cash Consideration ”) and (ii) that number of fully paid and non-assessable shares of Parent Common Stock equal to (1) Two Hundred Fifty Million and No/100 United States Dollars ($250,000,000) divided by the Average Closing Price (such aggregate number of shares so issuable is hereinafter referred to as the “ Merger Stock Consideration ”).

          (b) If, at any time during the period between the date of this Agreement and the Closing Date, any change in the outstanding shares of capital stock of Parent or the Company shall occur by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, appropriate equitable adjustments shall be made to the Merger Stock Consideration and the Average Closing Price. Nothing in this Section 2.2(b) shall be construed to permit either Party to take any action that is otherwise prohibited or restricted by any other provision of this Agreement.

     Section 2.3 Conversion of Securities .

          (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Sub, the Company or the holders of any of the shares of capital stock of the Company, each Outstanding Share, other than the Excluded Shares and the Dissenting Shares, shall be converted into the right to receive (A) the Per Share Stock Amount, and (B) the Per Share Cash Amount, payable to the holder thereof without interest thereon. All such shares and cash shall be distributed to the Stockholders as set forth in Section 2.4 .

          (b) Defined Terms . As used herein, the following terms shall have the meanings set forth below:

               (i) “ Average Closing Price ” means $22.524.

               (ii) “ Closing Date Debt ” means current and non-current portions of bank and other indebtedness of the Company and its Subsidiaries outstanding as of the Closing Date, including obligations for borrowed money, obligations evidenced by notes, bonds or similar instruments, capital leases and other liabilities treated as indebtedness pursuant to United States generally accepted accounting principles (“ GAAP ”), in each case whether short- or long-term and as determined on an accrual basis in accordance with GAAP.

               (iii) “ Company Transaction Costs ” means (i) all fees, costs and expenses of Vinson & Elkins L.L.P. related to the structuring, negotiation or consummation of the transactions contemplated by this Agreement, the Principal Stockholder Ancillary Documents and the Company Ancillary Documents and any brokers, financial advisors, consultants, accountants, attorneys or other professionals engaged by the Company in connection with the structuring, negotiation or consummation of the transactions contemplated by this Agreement, the Principal Stockholder Ancillary Documents and the Company Ancillary Documents, provided that accountants’ fees, costs and expenses incurred in connection with the interim review of the financial statements for inclusion in Parent’s filings with the Securities and Exchange Commission (the “ SEC ”) shall not be considered Company Transaction Costs; (ii) any actual or potential severance or similar amounts payable in cash by the Company as a result of the Merger; and (iii) one-half of the fees and expenses payable to the Escrow Agent.

               (iv) “ Escrow Ratio ” means the number (rounded to four decimal places) determined by dividing (A) the number of Escrow Shares by (B) the aggregate number of Outstanding Shares.

               (v) “ Exchange Ratio ” means the number (rounded to four decimal places) determined by dividing (A) the number of shares of the Merger Stock Consideration (as adjusted in accordance with Section 2.2(b)) by (B) the aggregate number of Outstanding Shares.

               (vi) “ Per Share Cash Amount ” means, for each Outstanding Share, a dollar amount determined by dividing (A) the amount of the Merger Cash Consideration by (B) the aggregate number of Outstanding Shares.

               (vii) “ Per Share Escrow Amount ” means a number of shares, including fractions thereof, of Parent Common Stock equal to the Escrow Ratio.

               (viii) “ Per Share Stock Amount ” means a number of shares, including fractions thereof, of Parent Common Stock equal to the Exchange Ratio.

          (c) As of the Effective Time, all Outstanding Shares converted in accordance with this Section 2.3 no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such Outstanding Shares shall thereafter represent only the right to receive the Merger Consideration. The holders of such certificates previously evidencing Outstanding Shares shall cease to have any rights with respect to such Outstanding Shares except as otherwise provided herein or by law and, upon the surrender of such certificates in accordance with the provisions of Section 2.4 , shall only have the right to receive for each such share, the Merger Consideration, without interest. No fractional shares of Parent Common Stock shall be issued, and, in lieu thereof, a cash payment shall be made pursuant to Section 2.4(f) .

     Section 2.4 Exchange of Certificates .

          (a) Escrow . At the Closing, Parent shall deposit with Amegy Bank N.A. (the “ Escrow Agent ”) (i) that number of fully paid and non-assessable shares of Parent Common Stock equal to Thirty Five Million and No/100 United States Dollars ($35,000,000) divided by the Average Closing Price (the “ Escrow Shares ”), plus (ii) an amount in cash equal to the product of (A) Per Share Escrow Amount multiplied by (B) the Average Closing Price multiplied by (C) the number of Outstanding Shares held by Unaccredited Investors (the “ Escrow Cash ”) less (iii) that number of fully paid and non-assessable shares of Parent Common Stock equal to the product of (A) Per Share Escrow Amount multiplied by (B) the number of Outstanding Shares held by Unaccredited Investors, which Escrow Shares and Escrow Cash (together, the “ Escrow Fund ”) shall be held in escrow and distributed by the Escrow Agent pursuant to the terms and conditions of an escrow agreement consistent with the terms of Article IX of this Agreement and otherwise mutually acceptable to Parent and the Company (the “ Escrow Agreement ”).

          (b) Exchange Procedures . Prior to the Closing Date, Parent shall deliver to each holder of record of a certificate or certificates (the “ Certificates ”) evidencing Outstanding Shares (collectively, the “ Stockholders ”), but excluding Dissenting Shares and Excluded Shares (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to Parent and shall be in such form and have such other provisions as Parent reasonably may specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to Parent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled at Closing to receive from Parent in exchange therefor, subject to the provisions of Section 2.4(c) :

               (i) a certificate evidencing that number of whole shares of Parent Common Stock equal to (1) the Per Share Stock Amount minus the Per Share Escrow Amount multiplied by (2) the number of Outstanding Common Shares formerly evidenced by such Certificate;

               (ii) cash in an amount equal to the Per Share Cash Amount multiplied by the number of Outstanding Common Shares formerly evidenced by such Certificate;

               (iii) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) ; and

               (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d) , and the Certificate so surrendered shall forthwith be canceled.

     The shares of Parent Common Stock, cash, dividends, and distributions described in each of clauses (i) , (ii) , (iii) and (iv) are referred to collectively as the “ Merger Consideration .” Such cash payable to the Stockholders shall be wired, in immediately available funds, to the account or accounts designated by the respective Stockholders in their respective letters of transmittal or, if requested by any Stockholder in its letter of transmittal, shall be paid by check.

     In the event of a transfer of ownership of Outstanding Shares which is not registered in the transfer records of the Company, a certificate evidencing the proper number of shares of Parent Common Stock and cash may be issued and paid in accordance with this Article II to a transferee if the Certificate evidencing such Shares is presented to Parent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.4 , each Certificate (other than Certificates representing Dissenting Shares or Excluded Shares) shall be deemed at any time after the Effective Time to evidence only the right to receive upon such surrender the applicable Merger Consideration. Notwithstanding anything to the contrary herein, except for Escrow Shares, Parent shall issue any shares of Parent Common Stock pursuant to this Section 2.4(b) in registered book-entry form in accordance with the procedures of Parent’s transfer agent rather than certificated form unless otherwise requested by a Stockholder.

          (c) Exchange Procedures for Unaccredited Investors . Notwithstanding the provisions of Section 2.4(b) , any Stockholder that does not certify that he, she or it is an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended (the “ Securities Act ”) in this Agreement or in the letter of transmittal submitted to Parent or as to whom Parent otherwise reasonably believes is not an “accredited investor” (an “ Unaccredited Investor ”) shall not receive any shares of Parent Common Stock in the Merger and shall receive cash in lieu thereof pursuant to this Section 2.4(c) . Upon surrender by an Unaccredited Investor of a Certificate for cancellation to Parent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall, in lieu of any shares of Parent Common Stock that such holder would have had a right to receive, be entitled to receive cash in an amount equal to the product of (i) the Per Share Stock Amount minus the Per Share Escrow Amount multiplied by (ii) the Average Closing Price multiplied by (iii) the number of Outstanding Shares formerly evidenced by such Certificate.

          (d) Distributions with Respect to Unexchanged Shares of Parent Common Stock . No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock

evidenced thereby, and no other part of the Merger Consideration shall be paid to any such holder, until the holder of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of certificates evidencing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptly, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Common Stock. No interest shall be paid on the Merger Consideration or such dividends or other distributions.

          (e) No Further Rights in Company Common Stock and Company Preferred Stock . All shares of Parent Common Stock issued and cash paid upon conversion of Outstanding Shares in accordance with the terms hereof shall be deemed to have been issued or paid in full satisfaction of all rights pertaining to such Outstanding Shares.

          (f) No Fractional Shares of Parent Common Stock .

               (i) No certificates or scrip or shares of Parent Common Stock representing fractional shares of Parent Common Stock or book-entry credit of the same shall be issued upon the surrender for exchange of the Outstanding Shares and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of Parent or a holder of shares of Parent Common Stock.

               (ii) Notwithstanding any other provision of this Agreement, each holder of Outstanding Shares converted pursuant to Section 2.3 who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock (after taking into account all Certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to the product of (A) such fractional part of a share of Parent Common Stock multiplied by (B) the Average Closing Price. Such payment of cash consideration is in lieu of fractional shares of Parent Common Stock.

          (g) Lost Certificates . If any Certificate for Outstanding Shares shall have been lost, stolen or destroyed, upon (i) the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, (ii) the execution and delivery of an agreement to indemnify Parent and the Surviving Company, and (iii) if required by Parent, the posting by such Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, then Parent shall deliver, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration with respect to the Outstanding Shares formerly represented thereby.

          (h) Withholding Rights . Each of Parent and the Surviving Company shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Outstanding Shares such amounts as Parent or the Surviving Company, as the case may be, is required to deduct and withhold with respect to the making of

such payment under the Code, or any provision of federal, state, local or foreign tax law. To the extent that amounts are so deducted and withheld by Parent or the Surviving Company, as the case may be, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Outstanding Shares in respect of which such deduction and withholding was made by Parent or the Surviving Company.

     Section 2.5 Stock Transfer Books . At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Company. From and after the Effective Time, any Certificates presented to Parent for any reason shall be converted into the applicable Merger Consideration, subject to Applicable Laws in the case of Dissenting Shares.

     Section 2.6 Stock Options and Restricted Stock . Prior to the Effective Time, the Company shall take the necessary corporate action to cause all stock options issued pursuant to the Company’s 2008 Stock Incentive Plan (the “ 2008 Plan ”) and all outstanding shares of restricted stock of the Company issued under the 2008 Plan to vest in full immediately prior to the Effective Time. The Company shall within ten (10) days following the date of this Agreement, notify each holder of a stock option or grant of restricted stock outstanding under the 2008 Plan that vesting of all such stock options and grants of restricted stock will be accelerated immediately prior to the Effective Time and that all such stock options must be exercised prior to the Effective Time or they will be cancelled as of the Effective Time. The Company shall take the necessary action to permit a holder of an outstanding stock option to elect to exercise such stock option by having withheld shares of stock that would otherwise have been issued upon such exercise to facilitate the payment of the exercise price and the employment taxes and required withholding taxes resulting from the exercise of the stock option. All grants of restricted stock under the 2008 Plan that are vested prior to or as of the Effective Time and all shares of stock received upon the exercise of stock options under the 2008 Plan that are exercised prior to or as of the Effective Time shall be Outstanding Shares as of the Effective Time.

     Section 2.7 Dissenting Shares .

          (a) Promptly, but in no event later than five (5) Business Days after the date the Company Stockholder Approval is obtained, the Company shall deliver to the holders of Company Stock notice of such approval of this Agreement, the Merger and the transactions contemplated hereby, pursuant to and in accordance with Section 228(e) of the DGCL and in accordance with the certificate of incorporation and bylaws of the Company (such notice, the “ Section 228(e) Notice ”). Promptly but in no event later than three (3) Business Days after the Company Stockholder Approval is obtained, the Company shall mail to each holder of Company Stock a copy of the notice required pursuant to Section 262 of the DGCL (the “ Section 262 Notice ”), informing such holders that appraisal rights are available pursuant to Section 262, and such notice shall contain such information as required by Section 262 and as required by Applicable Laws. A copy of the Section 228(e) Notice and the Section 262 Notice, and any amendments or supplements to such respective notices, shall be provided to Parent not less than one (1) Business Day before such respective notices are mailed or otherwise delivered to stockholders. The Company shall give Parent prompt notice of any demands (or purported demands) for appraisal pursuant to Section 262 of the DGCL received by the Company from any Stockholder, withdrawals of such demands and any other instruments served pursuant to the

DGCL and received by the Company in connection therewith and the opportunity to participate in and direct all negotiations with respect to any such demand for appraisal. No later than ten (10) days following the date on which the Effective Time occurs, Parent and the Surviving Company shall provide notice of the Effective Time to each Stockholder who has neither voted in favor of the Merger nor consented thereto in writing and has not withdrawn or lost the right to the appraisal pursuant to Section 262 of the DGCL. The Company shall not, except with the prior written consent of Parent, make any payment or agree to make any payment with respect to any demand for appraisal or agree to settle any such demands. Parent may elect, by notice to the Surviving Company, to make all payments required to be made to holders of Dissenting Shares.

          (b) Notwithstanding any other provisions of this Agreement to the contrary, Outstanding Shares that are held immediately prior to the Effective Time by Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who have demanded properly in writing and perfected the right, if any, for appraisal of such shares in accordance with Section 262 of the DGCL and have not withdrawn or lost such right to appraisal (collectively, the “ Dissenting Shares ”) shall not be converted into or represent the right to receive the Merger Consideration. Such Stockholders shall only be entitled to receive payment of the appraised value of such Outstanding Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by Stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Outstanding Shares under such Section 262 shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for only the right to receive, without any interest thereon, the Merger Consideration, upon surrender in the manner provided in Section 2.4 , of the certificate or certificates that formerly evidenced such Outstanding Shares.

     Section 2.8 Closing Date Debt . With respect to any amount of Closing Date Debt that the Company is unable to repay in full as of the Closing Date as required by Section 7.2(h) (after giving effect to the cash dividends expressly permitted in Section 6.1(b) ), Parent shall cause the amount of such unpaid Closing Date Debt to be deducted from the Merger Cash Consideration pursuant to Section 2.2(a) and repaid in full; provided , however , that to the extent the Company does not have sufficient cash on hand to pay some or all of the Closing Date Debt outstanding under the Installment Sales Contracts with Caterpillar Financial Services Corporation identified at Item 7 on Schedule 4.7 as of the Closing Date (after giving effect to the cash dividends expressly permitted in Section 6.1(b) and the repayment of all other outstanding Closing Date Debt), such portion of the outstanding Closing Date Debt shall not be required to be repaid as of the Closing Date, shall remain outstanding and shall not be deducted from the Merger Cash Consideration (the “ Continuing Debt ”). The Company shall deliver written notice to Parent on or prior to the Closing Date setting forth the aggregate outstanding amount of Continuing Debt, if any, as of the Closing Date.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL STOCKHOLDERS

     Each Principal Stockholder hereby severally, not jointly, and only with respect to itself, represents and warrants to Parent and Sub as follows, and confirms that Parent and Sub are relying on these representations and warranties in connection with its execution and delivery of this Agreement and in completing the transactions contemplated by this Agreement.

     Section 3.1 Organization . SCF is duly organized, validly existing and in good standing under the laws of the State of Delaware.

     Section 3.2 Authorization . Such Principal Stockholder has full power, capacity and authority to execute and deliver this Agreement and any other certificate, agreement, document or other instrument to be executed and delivered by such Principal Stockholder in connection with the transactions contemplated by this Agreement (collectively, the “ Principal Stockholder Ancillary Documents ”) and to perform such Principal Stockholder’s obligations under this Agreement and the Principal Stockholder Ancillary Documents and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by SCF has been approved by the general partner of SCF and no additional proceedings or approvals on the part of SCF are necessary to authorize the execution and delivery of this Agreement and the consummation by SCF of the transactions contemplated hereby. This Agreement has been, and each of the Principal Stockholder Ancillary Documents required hereunder to be executed and delivered by such Principal Stockholder will be as of the Closing Date, duly executed and delivered by such Principal Stockholder and does, or will at the Closing, constitute the legal, valid and binding obligations of such Principal Stockholder, enforceable against such Principal Stockholder in accordance with their terms and subject to applicable bankruptcy, insolvency and other similar laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies.

     Section 3.3 Absence of Restrictions and Conflicts . Assuming the consents and filings referenced in Section 4.5(b) are obtained prior to the Closing, the execution, delivery and performance of this Agreement and the Principal Stockholder Ancillary Documents, the consummation of the transactions contemplated by this Agreement and the Principal Stockholder Ancillary Documents to which such Principal Stockholder is a party and the fulfillment of and compliance with the terms and conditions of this Agreement and the Principal Stockholder Ancillary Documents to which such Principal Stockholder is party by such Principal Stockholder do not or will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any contract, agreement, permit, franchise or license applicable to such Principal Stockholder, (b) any judgment, decree, order, injunction, award or ruling of any federal, state, provincial, municipal or local or foreign government or any court, tribunal, administrative or regulatory agency or commission or other governmental entity, ministry, department, authority or agency, domestic or foreign (each a “ Governmental Entity ” and, collectively, the “ Governmental Entities ”) or arbitration panel to which such Principal Stockholder is a party or by which such Principal Stockholder or any of its assets or properties are bound, (c) any Applicable Laws applicable to such Principal Stockholder or (d) in the case of SCF, any term or provision of the constituent or charter documents of SCF.

     Section 3.4 Ownership . Such Principal Stockholder is the record and beneficial owner of the Outstanding Shares set forth on Schedule 3.4 opposite such Principal Stockholder’s name. Such Principal Stockholder owns such Outstanding Shares free and clear of all Liens, other than restrictions on transfer contained in the Stockholders’ Agreement dated January 31, 2008 among the Company and the Principal Stockholders (the “ Stockholders’ Agreement ”) or that may be

imposed by state or federal securities laws. Such Principal Stockholder has the power, authority and legal capacity to sell, transfer, assign and deliver such Outstanding Shares as provided in this Agreement. Except for the Outstanding Shares and any Stock Options and shares of Restricted Stock listed opposite such Principal Stockholder’s name on Schedule 3.4 or otherwise provided in the Stockholders’ Agreement, such Principal Stockholder does not own of record or beneficially, or have any interest in, or right to acquire, any shares of capital stock of the Company.

     Section 3.5 Investment . Such Principal Stockholder (a) is an “accredited investor” as such term is defined in Rule 501 (without regard to Rule 501(a)(4)) promulgated under the Securities Act; (b) is acquiring the Parent Common Stock for investment purposes and for such Principal Stockholder’s own account and not with a view to, or for resale in connection with, any distribution; (c) understands that the shares of Parent Common Stock issued pursuant to the Merger have not been registered under the Securities Act or under any state securities or blue sky laws, and, as a result, are subject to substantial restrictions on transfer; (d) acknowledges that appropriate legends will be placed on the certificates representing the shares of Parent Common Stock issued pursuant to the Merger indicating the restrictions on transfer of such shares; and (e) acknowledges that the shares of Parent Common Stock issued pursuant to the Merger must be held indefinitely unless subsequently registered under the Securities Act and any applicable state securities or blue sky laws, or sold or otherwise transferred pursuant to exemptions from registration under the Securities Act or such laws, and that Parent has no obligation to register the shares of Parent Common Stock issued pursuant to the Merger.

     Section 3.6 Tax Consequences . Such Principal Stockholder has reviewed with its own Tax advisors the United States federal, state, local and the other Tax consequences of this investment and the transactions contemplated by this Agreement. Such Principal Stockholder acknowledges and agrees that neither Parent nor Sub is making any representation or warranty as to the United States federal, state, local or foreign Tax consequences to such Principal Stockholder as a result of the transactions contemplated by this Agreement. Such Principal Stockholder understands that it (and not Parent or Sub) shall be responsible for its own Tax liability that may arise as a result of the transactions contemplated by this Agreement.

     Section 3.7 Brokers, Finders and Investment Bankers . Except as set forth on Schedule 3.7 , such Principal Stockholder has not employed any broker, finder or investment banker or incurred any liability for any investment banking fees, financial advisory fees, brokerage fees or finders’ fees in connection with the transactions contemplated by this Agreement.

ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
OF THE COMPANY

     The Company hereby represents and warrants to Parent and Sub as follows and confirms that Parent and Sub are relying on these representations and warranties in connection with its execution and delivery of this Agreement and in completing the transactions contemplated by this Agreement:

     Section 4.1 Organization . The Company is a company duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as now being conducted, and is duly qualified or registered and in good standing as a foreign corporation to transact business under the laws of each jurisdiction where the character of its activities or the location of the properties owned or leased by it requires such qualification or registration, except for such jurisdictions where the failure to be so qualified as a foreign corporation would not be reasonably expected to have a Material Adverse Effect. The Company has heretofore Made Available to Parent true, correct and complete copies of the certificate of incorporation, bylaws and other organizational documents of the Company and each of its Subsidiaries as currently in effect, and Made Available the corporate record books of the Company and each of its Subsidiaries with respect to actions taken by its respective stockholders and directors. Schedule 4.1 contains a true and correct list of the jurisdictions in which the Company is qualified or registered to do business as a foreign corporation. “ Material Adverse Effect ” means any occurrence, condition, change, event or effect that is materially adverse to the financial condition, business, or results of operations of the Company and its Subsidiaries, taken as a whole; provided , however , that in no event shall any of the following constitute a Material Adverse Effect: (A) any occurrence, condition, change, event or effect directly resulting from changes in general economic or financial market conditions, except in the event, and only to the extent, that such occurrence, condition, change, event or effect has had a disproportionate effect on the Company and its Subsidiaries, taken as a whole, as compared to other Persons primarily engaged in the pipeline construction industry; (B) any occurrence, condition, change, event or effect that affects the pipeline construction industry generally (including changes in commodity prices, general market prices and regulatory changes affecting the pipeline construction industry generally) except in the event, and only to the extent, that such occurrence, condition, change, event or effect has had a disproportionate effect on the Company and its Subsidiaries, taken as a whole, as compared to other Persons primarily engaged in the pipeline construction industry; (C) any occurrence, condition, change, event or effect to the extent that it is the direct result of the announcement of the transactions contemplated hereby (other than any announcement by the Company or any Principal Stockholder in violation of this Agreement); (D) any change in GAAP, or in the interpretation thereof, as imposed upon the Company, its Subsidiaries or their respective businesses or any change in Applicable Laws, or in the interpretation thereof; or (E) any occurrence, condition, change, event or effect resulting from compliance by the Company and its Subsidiaries with the terms of this Agreement.

     Section 4.2 Authorization . The Company has full power, capacity and authority to execute and deliver this Agreement and any other certificate, agreement, document or other instrument to be executed and delivered by the Company in connection with the transactions contemplated by this Agreement (collectively, the “ Company Ancillary Documents ”) and to perform the Company’s obligations under this Agreement and the Company Ancillary Documents and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement has been approved by the board of directors of the Company. Other than the Company Stockholder Approval, no additional corporate proceedings or approvals on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated hereby. The Board of Directors of the Company has by unanimous vote (a) determined that this Agreement, the Company Ancillary Documents, the Merger and the

other transactions contemplated hereby and thereby, taken together, are fair to and in the best interests of the stockholders of the Company and has approved the same, and (b) resolved to recommend that the holders of the shares of Company Common Stock and Company Preferred Stock adopt this Agreement. This Agreement has been, and the Company Ancillary Documents will be as of the Closing Date, duly executed and delivered by the Company and does or will, as the case may be, constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency and other similar laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies.

     Section 4.3 Subsidiaries, Joint Ventures, and Investments .

          (a) Schedule 4.3 sets forth the name of each Subsidiary of the Company, and, with respect to each Subsidiary, the jurisdiction in which it is incorporated or organized, the jurisdictions, if any, in which it is qualified to do business, the number of shares of its authorized capital stock, the number and class of shares thereof duly issued and outstanding, which represent all of the equity interests in such Subsidiary, the names of all stockholders or other equity owners and the number of shares of stock owned by each stockholder or the amount of equity owned by each equity owner. Each Subsidiary is a duly organized and validly existing corporation or other entity in good standing (or the equivalent concept to the extent it exists) under the laws of the jurisdiction of its incorporation or organization and is duly qualified or authorized to do business as a foreign corporation or entity and is in good standing (or the equivalent concept to the extent it exists) under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. Each Subsidiary has all requisite corporate or entity power and authority to own its properties and carry on its business as presently conducted. The outstanding shares of capital stock or equity interests of each Subsidiary are validly issued, fully paid and non-assessable, and all such shares or other equity interests represented as being owned by the Company or another Subsidiary are owned by it free and clear of any and all mortgages, deeds of trust, liens, security interests, pledges, leases, conditional sale contracts, charges, privileges, easements, rights of way, reservations and other encumbrances (collectively, “ Liens ”), except for restrictions on transfer that may be imposed by state or federal securities laws and as set forth in Schedule 4.3 .

          (b) All of the issued and outstanding shares of capital stock or other equity interests of each of the Company’s Subsidiaries (i) are duly authorized, validly issued, fully paid and non-assessable, and (ii) were not issued in violation of the preemptive rights, rights of first refusal or other similar rights of any Person.

          (c) Except as disclosed on Schedule 4.3 , (i) no shares of capital stock or other equity interests of each of the Company’s Subsidiaries are reserved for issuance or are held as treasury shares; (ii) there are no outstanding options, warrants, rights, calls, commitments, conversion rights, rights of exchange, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities or other plans or commitments, contingent or otherwise, relating to the capital stock or other equity interests of any of the Company’s Subsidiaries; (iii) there are no outstanding rights, preferences, privileges or other contracts or

agreements of the Company, the Principal Stockholders or any other Person to purchase, redeem or otherwise acquire any outstanding shares of the capital stock or other equity interests of any of the Company’s Subsidiaries, or securities or obligations of any kind convertible into any shares of the capital stock or other equity interests of any of the Company’s Subsidiaries; (iv) there are no dividends which have accrued or been declared but are unpaid on the capital stock or other equity interests of any of the Company’s Subsidiaries; (v) there are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights affecting any of the Company’s Subsidiaries; and (vi) there are no documents or agreements that grant or impose on the capital stock or other equity interests of any of the Company’s Subsidiaries any right, preference, privilege or restriction with respect to the transactions contemplated hereby (including any right of first refusal). There are no voting trusts, proxies, or other shareholder or similar agreements or understandings with respect to the voting of the equity interests of any of the Company’s Subsidiaries except as set forth on Schedule 4.3 .

     Section 4.4 Capitalization .

          (a) Schedule 4.4 attached hereto accurately and completely sets forth the capital structure of the Company as of the date hereof (and updated by the Company as of the Closing Date) by listing thereon the total number of shares of capital stock of the Company that are authorized and that are issued and outstanding, which represent all of the equity interests in the Company, and the full name of each record and beneficial owner of such shares, including the amount held and the percentage owned by each such owner.

          (b) All of the issued and outstanding shares of capital stock of the Company (i) are duly authorized, validly issued, fully paid and non-assessable, and (ii) were not issued in violation of the preemptive rights, rights of first refusal or other similar rights of any Person.

          (c) Except as disclosed on Schedule 4.4 , (i) no shares of capital stock of the Company are reserved for issuance or are held as treasury shares; (ii) there are no outstanding options, warrants, rights, calls, commitments, conversion rights, rights of exchange, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities or other plans or commitments, contingent or otherwise, relating to the capital stock of the Company, other than the sale of the capital stock by the Principal Stockholders to Parent as contemplated by this Agreement; (iii) there are no outstanding rights, preferences, privileges or other contracts or agreements of the Company, the Principal Stockholders or any other Person to purchase, redeem or otherwise acquire any outstanding shares of the capital stock of the Company, or securities or obligations of any kind convertible into any shares of the capital stock of the Company; (iv) there are no dividends which have accrued or been declared but are unpaid on the capital stock of the Company; (v) there are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights affecting the Company; and (vi) there are no documents or agreements that grant or impose on the capital stock of the Company any right, preference, privilege or restriction with respect to the transactions contemplated hereby (including any right of first refusal). There are no voting trusts, proxies, or other stockholder or similar agreements or understandings with respect to the voting of the equity interests of the Company except as set forth on Schedule 4.4 .

     Section 4.5 Absence of Restrictions and Conflicts; Consents .

          (a) Except as set forth on Schedule 4.5(a) and assuming the consents and filings referenced in Section 4.5(b) are obtained prior to the Closing, the execution, delivery and performance of this Agreement and the Company Ancillary Documents, the consummation of the transactions contemplated by this Agreement and the Company Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Company Ancillary Documents by the Company do not or will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (i) any term or provision of the constituent or charter documents of the Company or any of its Subsidiaries, (ii) the Company Contracts or any other contract, agreement, permit, franchise or license applicable to the Company or any of its Subsidiaries, (iii) any judgment, decree, order, injunction, award or ruling of any Governmental Entity or arbitration panel to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties are bound or (iv) any Applicable Laws applicable to the Company or any of its Subsidiaries.

          (b) Except (i) for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) for filings and any approval required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “ HSR Act ”), and (iii) as set forth in Schedule 4.5(b) , no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or public or regulatory unit, agency or authority is required with respect to the Company or any of its Subsidiaries in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or thereby.

          (c) Except for the Company Stockholder Approval and as set forth in Schedule 4.5(c) , no consent, approval, order or authorization of, or registration, declaration or filing with, any Person (other than a Governmental Entity) is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery or performance of this Agreement or the Company Ancillary Documents or the consummation of the transactions contemplated hereby or thereby.

     Section 4.6 Real Property .

          (a) The Company and its Subsidiaries have good and indefeasible fee title to all real property and interests in real property owned in fee by each of the Company and its Subsidiaries (individually, an “ Owned Property ” and collectively, the “ Owned Properties ”), free and clear of all Liens of any nature whatsoever except (A) Liens set forth on Schedule 4.6(a) and (B) Permitted Exceptions. The Company and its Subsidiaries have a valid and binding leasehold interest to all real property leased by each of the Company and its Subsidiaries as lessee or lessor (individually, a “ Leased Property ” and collectively, the “ Leased Properties ” and together with the Owned Properties, being referred to herein individually as a “ Company Real Property ” and collectively as the “ Company Real Properties ”), and the agreements, instruments, and documents related to the leasing of the Leased Property (individually, a “ Real Property Lease ” and collectively, the “ Real Property Leases ”), free and clear of all Liens of any nature whatsoever except (A) Liens set forth on Schedule 4.6(a) and (B) Permitted Exceptions. Schedule 4.6(a) sets

forth a complete list of the Company Real Properties, other than pad sites or staging areas or project-specific yards leased by the Company or any of its Subsidiaries in the ordinary course of business with a lease term not exceeding twelve (12) months (a “ Yard Lease ”); provided that the Company shall provide Parent a list of any and all Yard Leases as promptly as practicable after the date hereof, but ,in any event, prior to the Closing Date. The Company Real Properties constitute all of the interests in real property currently used or currently held for use in connection with the businesses of the Company and its Subsidiaries and which are necessary for the continued operation of the businesses of the Company and its Subsidiaries as the businesses are currently conducted. The Company has delivered or otherwise Made Available to Parent true, correct and complete copies of (i) all deeds, title reports and surveys for the Owned Properties listed on Schedule 4.6(a) and (ii) the Real Property Leases, together with all amendments, modifications or supplements, if any, thereto. The Company shall deliver to Parent true, correct and complete copies of any and all deeds, title reports and surveys for the Owned Properties not listed on Schedule 4.6(a) as promptly as practicable after the date hereof but, in any event, prior to the Closing Date. As used herein, “ Permitted Exceptions ” means (i) statutory liens for Taxes, assessments or other governmental charges not yet delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings provided any reserve required by GAAP has been established therefor; (ii) mechanics’, carriers’, workers’, repairers’ and similar Liens arising or incurred in the ordinary course of business that are not material to the business, operations and financial condition of the assets so encumbered and that are not resulting from a breach, default or violation by the Company or any of its Subsidiaries of any Company Contract or Applicable Laws; (iii) zoning, entitlement and other land use and environmental regulations by any Governmental Entity, provided that such regulations have not been violated; and (iv) with respect to Company Real Property and Company Personal Property, minor defects, irregularities in title, easements, rights of way, servitudes, and similar rights (whether affecting fee interests, a landlord’s interest in leased properties or a tenant’s interest in leased properties) that individually or in the aggregate (1) have not had, and are not reasonably likely to have a material adverse effect on the ability of the Company and its Subsidiaries to use such property in the manner previously owned or used by the Company and its Subsidiaries or (2) materially impair the value of such property.

          (b) Schedule 4.6(b) sets forth a true and complete list of all real property that has been sold or otherwise transferred by the Company or any of its Subsidiaries during the three (3) years prior to the date of this Agreement.

          (c) The Real Property Leases are in full force and effect and are a binding and enforceable obligation of the Company or any of its Subsidiaries, as applicable, and to the Knowledge of the Company or any of its Subsidiaries, are a binding and enforceable obligation of each of the other parties thereto. None of the Company or its Subsidiaries has sent or received written notice of any default under the Real Property Leases. None of the Company or its Subsidiaries has breached any material covenant, agreement or condition contained in any of the Real Property Leases, and there has not occurred any event which with the passage of time or the giving of notice or both that would reasonably be expected to constitute such breach by the Company or any of its Subsidiaries. To the Knowledge of the Company or any of its Subsidiaries, (i) no other party to any Real Property Lease has breached any material covenant, agreement or condition contained in any of the Real Property Leases, and (ii) there has not occurred any event which with the passage of time or the giving of notice or both that would

constitute such a breach. To the Knowledge of the Company or any of its Subsidiaries, there are no defenses, offsets, claims or counterclaims by or in favor of any party to any Real Property Lease against the other party thereto or against the obligations of such other party thereto. To the Knowledge of the Company or any of its Subsidiaries, there are no Actions, voluntary or otherwise, pending or threatened against any party to the Real Property Leases under bankruptcy, reorganization, moratorium or similar losses of the United States, any state thereof or any other jurisdiction.

          (d) Except as set forth on Schedule 4.6(d) , no portion of the Company Real Properties, or any of the buildings and improvements located thereon, violates any Applicable Laws in any material respects, including those relating to zoning, building, land use, environmental, health and safety, fire, air, sanitation and noise control. No Company Real Property is subject to (i) any judgment, decree, order, injunction, award or ruling or, to the Knowledge of the Company or any of its Subsidiaries, threatened or proposed judgment, decree, order, injunction, award or ruling) of a Governmental Entity to be sold or taken by public authority or (ii) any rights of way, building use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever that adversely affect the Company or any of its Subsidiaries’ ability to use such Company Real Property for its intended purpose.

          (e) The buildings, improvements and fixtures on the Company Real Properties are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, and are adequate and suitable for the purposes for which they are presently being used. None of the buildings and improvements on the Owned Properties are constructed of, or contain as a component part thereof, any material which, either in its present form or as such material could reasonably be expected to change through aging and normal use and service, releases any substance, whether gaseous, liquid or solid, which is or may be, either in a single dose or through repeated and prolonged exposure, injurious or hazardous to the health of any individual who may from time to time be in or about such buildings and improvements. Except as set forth on Schedule 4.6(e) , (i) there does not exist any actual or, to the Knowledge of the Company or any of its Subsidiaries, threatened or contemplated condemnation, expropriation or eminent domain proceedings that affect any Owned Property or any part thereof, (ii) to the Knowledge of the Company or any of its Subsidiaries, there does not exist any actual, threatened or contemplated condemnation, expropriation or eminent domain proceedings that affect any Leased Property or any part thereof, and (iii) none of the Company or any of its Subsidiaries has received any notice, oral or written, of the intention of any Governmental Body or other Person to take or use all or any part of any Company Real Property.

     Section 4.7 Title to Personal Property; Related Matters . The Company and each of its Subsidiaries has good and marketable title to, or a valid and binding leasehold or license interest in all fixed assets (including all equipment and other items of tangible personal property) of the Company and each of its Subsidiaries, other than assets the original cost of which was less than $5,000 for such individual asset (the “ Company Personal Property ”). Schedule 4.7 sets forth a true, correct and complete list and general description of the Company Personal Property, which Schedule 4.7 attached hereto as of the date of this Agreement speaks as of July 31, 2009 and which Schedule 4.7 shall be updated as of the Closing Date to speak as of August 31, 2009. Except as set forth in Schedule 4.7 , all of the Company Personal Property is free and clear of all Liens except Permitted Exceptions. All Company Personal Property and assets of the Company

and each of its Subsidiaries are in good operating condition in all material respects and in a state of good maintenance and repair in all material respects, ordinary wear and tear excepted, are usable in the regular and ordinary course of business and conform in all material respects to all Applicable Laws, and neither the Company nor any of its Subsidiaries has any Knowledge of any material defects or problems with respect to any individual item of equipment, tangible property or assets. Except as set forth on Schedule 4.7 , no Person other than the Company and its Subsidiaries owns any equipment or other tangible personal property or assets situated on the premises of the Company Real Properties or used in the Company’s or any of its Subsidiaries’ businesses, except for the leased items that are subject to the personal property leases listed on Schedule 4.13 , except Permitted Exceptions. The Company and each of its Subsidiaries has all assets, properties, or contracts or rights necessary to conduct its business as presently conducted in all material respects. Since December 31, 2008, none of the Company or any of its Subsidiaries has sold, transferred or disposed of any tangible personal property or assets with a fair market value in excess of $3,000,000 in the aggregate, except inventory and mats included in deferred construction costs in the ordinary course of business.

     Section 4.8 Financial Statements . Attached hereto as Schedule 4.8 are copies of (i) the consolidated audited balance sheets and statements of income, stockholders’ equity and cash flows of Price Gregory Construction, Inc., a Delaware corporation (formerly known as Gregory & Cook Construction, Inc.) (“ Price Gregory Construction ”), and each of its consolidated Subsidiaries as of and for the years ended December 31, 2007 and 2006, (ii) the consolidated audited balance sheets and statements of income, stockholders’ equity and cash flows of Price Gregory International, Inc., a Delaware corporation (formerly known as H.C. Price Co.) (“ Price Gregory International ”), and each of its consolidated Subsidiaries as of and for the years ended December 31, 2007 and 2006, (iii) the consolidated audited balance sheets and statements of income, stockholders’ equity and cash flows of Price Gregory Construction and each of its consolidated Subsidiaries as of and for the one month ended January 31, 2008, (iv) the consolidated audited balance sheets and statements of income, stockholders’ equity and cash flows of Price Gregory International and each of its consolidated Subsidiaries as of and for the one month ended January 31, 2008, (v) the consolidated audited balance sheets and statements of income, stockholders’ equity and cash flows of the Company and each of its consolidated Subsidiaries as of and for the eleven months ended December 31, 2008, and (vi) the consolidated unaudited balance sheets and statements of income and cash flows of the Company and each of its consolidated Subsidiaries as of and for the six months ended June 30, 2009 (collectively, the “ Financial Statements ”). The consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2009 is referred to herein as the “ Most Recent Balance Sheet .” The Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, which books and records are maintained in accordance with GAAP consistently applied throughout the periods indicated, and such books and records have been maintained on a basis consistent with the past practice of the Company and its Subsidiaries. Each of the balance sheets included in such Financial Statements (including the related notes and schedules) fairly presents the consolidated financial position of the applicable Persons stated therein as of the date of such balance sheet, and each of the statements of income and cash flows included in such Financial Statements (including any related notes and schedules) fairly presents the consolidated results of operations and changes in cash flows, as the case may be, of the applicable Persons stated therein for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved subject, in the case of the Most Recent

Balance Sheet, to normal year-end adjustments and accruals and the absence of notes and other textual disclosures required by GAAP. Except as set forth on Schedule 4.8 , since December 31, 2008, there has been no change in any of the accounting (or tax accounting) policies, practices or procedures of the Company or its Subsidiaries, except for any such change required because of a concurrent change in GAAP or to conform a Company Subsidiary’s accounting policies and practices to those of Company.

     Section 4.9 No Undisclosed Liabilities . Except as set forth on Schedule 4.9 , there is no material liability, contingent or otherwise, of the Company or any of its consolidated Subsidiaries that is not reflected or reserved against in the Most Recent Balance Sheet, other than liabilities that are (i) liabilities incurred in the ordinary course of business and consistent with past practices of the Company since June 30, 2009 (the “ Balance Sheet Date ”); (ii) liabilities that would not be required to be presented in unaudited interim financial statements prepared in conformity with GAAP; or (iii) liabilities arising under this Agreement.

     Section 4.10 Absence of Certain Changes . Except as set forth in Schedule 4.10 , since December 31, 2008:

          (a) and through the date of this Agreement, there has not occurred any material adverse change, or any development likely to result in a material adverse change, in or affecting the Company and its Subsidiaries, taken as a whole, or the results of operations, cash flows, businesses, assets, financial condition or prospects of the Company and its Subsidiaries, taken as a whole;

          (b) the Company and its Subsidiaries have conducted their businesses and operated their properties in the ordinary course of business consistent with past practice;

          (c) there has not occurred any damage, destruction, loss or casualty to the property or assets (in each case, whether leased or owned) of the Company or any of its Subsidiaries, whether or not covered by insurance, of more than $100,000 for any single loss or $300,000 for all such losses, that have not been repaired or are not in the process of being repaired;

          (d) the Company and its Subsidiaries have not acquired assets of any other Person or entered a new line of business or commenced business operations in any country in which the Company and its Subsidiaries were not operating as of December 31, 2008, or made any offer to do any of the foregoing;

          (e) there has not been any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of the Company, or any repurchase, redemption or other acquisition by the Company or any of its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or any of its Subsidiaries;

          (f) there has not been any amendment of (i) the terms of any outstanding security of the Company or any of its Subsidiaries or (ii) any Company Other Plan or Existing Employment Agreement of the Company or any of its Subsidiaries;

          (g) the Company has not incurred any indebtedness for borrowed money, except indebtedness incurred, and letters of credit issued under, the Credit Agreement, dated January 31, 2008, among the Company, each of the financial institutions party thereto, Amegy Bank National Association as administrative agent and arranger and Bank of Montreal as arranger, as amended (the “ Credit Agreement ”);

          (h) and through the date of this Agreement, the Company and its Subsidiaries have not made or committed to make aggregate capital expenditures in excess of $1,000,000; and

          (i) the Company and its Subsidiaries have not received notice of any warranty claim, whether in contract or tort, for defective or allegedly defective products or workmanship (except to the extent of ongoing installation and repair work for open and active contracts included within the percentage of completion schedule of the Company and its Subsidiaries as of June 30, 2009) related to any pipelines that have been constructed, installed or maintained by or on behalf of the Company or any of its Subsidiaries, as to which any of them has incurred, or would reasonably be expected to incur, costs in excess of $100,000.

     Section 4.11 Legal Proceedings .

          (a) Except as set forth in Schedule 4.11(a) , there are no actions, complaints, suits, arbitrations, mediations, claims, proceedings or, to the Knowledge of the Company or any of its Subsidiaries, investigations (collectively, “ Actions ”) pending or, to the Knowledge of the Company or any of its Subsidiaries threatened at law or in equity, or before any Governmental Entity or before any arbitrator of any kind, as to which the Company or any of it Subsidiaries is a party and (b) none of the Company or any of its Subsidiaries is subject to any settlement, consent decree, judgment, injunction, ruling, order or finding of any Governmental Entity or arbitrator. To the Knowledge of the Company or any of its Subsidiaries, there are no facts, events, circumstances or conditions which would reasonably be expected to result in any Action before any Governmental Entity or arbitrator against the Company or any of its Subsidiaries.

          (b) Schedule 4.11(b) sets forth a complete and accurate list of all litigation matters, arbitrations and criminal proceedings or investigations to which the Company or its Subsidiaries or their respective assets or operations have been a party or subject to during the three years prior to the date of this Agreement, and which are not otherwise identified on Schedule 4.11(a) , other than litigation matters or arbitrations that have been fully resolved and as to which neither the Company nor any of its Subsidiaries has any continuing obligations.

     Section 4.12 Compliance with Law . The Company and each of its Subsidiaries is in compliance in all material respects with all applicable federal, state, provincial, municipal, local and foreign laws, bylaws, statutes, rules, regulations, ordinances, codes, Canadian proclamations, orders, decrees, injunctions, judgments and other legislative, administrative or judicial promulgations, including those relating to zoning, Taxes, immigration, environmental matters and the safety and health of employees, of all Governmental Entities or arbitration panels, in each case as amended and in effect from time to time (collectively, the “ Applicable Laws ”). Except as set forth on Schedule 4.12 , since January 1, 2006 (i) none of the Company or its Subsidiaries has been charged with nor (ii) to the Knowledge of the Company or its Subsidiaries, investigated, with respect to, a violation of any Applicable Laws. Since January 1, 2006, none of

the Company or any of its Subsidiaries has been cited, fined, served with a Notice of Intent to Fine or with a Cease and Desist Order, nor, to the Knowledge of the Company or any of its Subsidiaries, has any action, proceeding, investigation or order been initiated or threatened against the Company or any of its Subsidiaries by reason of any actual or alleged failure to comply with any Applicable Laws relating to immigration matters. Except as set forth on Schedule 4.12 , within all periods of applicable statute of limitations, none of the Company or any of its Subsidiaries, or their employees, contractors or other representatives while acting on behalf of the Company or any of its Subsidiaries, has offered or given, and neither the Company nor any of its Subsidiaries has Knowledge of any Person that has, within all periods of applicable statute of limitations, offered or given on behalf of the Company or any of its Subsidiaries, anything of value in violation of Applicable Laws, including the Foreign Corrupt Practices Act of 1977, as amended.

     Section 4.13 Company Contracts . With the exception of any Real Property Lease, Existing Employment Agreement and Company Benefit Plan, Schedule 4.13 sets forth a true, correct and complete list of each of the following contracts to which the Company or any of its Subsidiaries is a party or by which it or any of its assets or properties is bound (the “ Company Contracts ”):

          (a) all bonds, debentures, notes, loans, credit or loan agreements or loan commitments, mortgages, indentures, guarantees or other contracts relating to the borrowing of money;

          (b) all leases or licenses of personal or mixed, tangible or intangible equipment and other assets of the Company or any of its Subsidiaries which individually require the Company or any of its Subsidiaries to make payments of more than $200,000 in the aggregate during any twelve-month period.

          (c) any contract or agreement between the Company and any of its Stockholders;

          (d) any contracts or agreements providing for the Company or any of its Subsidiaries to grant, issue, or vest stock, restricted stock, options, or similar rights to any Person;

          (e) all contracts or agreements which limit or restrict the Company or any of its Subsidiaries or any officers or superintendents of the Company or any of its Subsidiaries from engaging in any business in any jurisdiction or geographic location;

          (f) any individual contract or agreement for capital expenditures or the acquisition or construction of fixed assets in excess of $50,000;

          (g) any contract or agreement granting any Person a Lien (other than Permitted Exceptions) on all or any part of any assets or properties of the Company or any of its Subsidiaries;

          (h) any contract or agreement granting to any Person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any assets of the Company or any of its Subsidiaries;

          (i) any contract or agreement with any Governmental Entity;

          (j) any contract or agreement involving interest rate swaps, cap or collar agreements, commodity or financial future or option contracts or similar derivative or hedging contracts;

          (k) any contract or agreement for the purchase of another business, whether structured as a merger, purchase of equity or purchase of assets (and whether consummated or pending);

          (l) any contract or agreement for the sale of any assets of the Company or any of its Subsidiaries other than sales of obsolete equipment;

          (m) any contract or agreement for the deferred payment of any purchase price, including any “earn out” or similar arrangement;

          (n) any contract or agreement with any agent, distributor or representative which is not terminable by the Company or any of its Subsidiaries without penalty on thirty (30) calendar days’ or less notice;

          (o) any contract or agreement for the granting or receiving of a license or sublicense or under which any Person is obligated to pay or has the right to receive a royalty, license fee or similar payment;

          (p) any contract providing for the indemnification or holding harmless of any officer, director, employee, independent contractor or consultant, in each case who are natural persons;

          (q) any joint venture or partnership contract;

          (r) any existing customer contract for the provision of goods or services by the Company or any of its Subsidiaries pursuant to which the Company or its Subsidiaries has or expects to recognize revenue in excess of $1,000,000 in any consecutive twelve-month period; provided , however , that only Company Contracts for the provision of goods or services by the Company or any of its Subsidiaries pursuant to which the Company or its Subsidiaries has or expects to recognize revenue in excess of $25,000,000 in any consecutive twelve-month period shall be listed on Schedule 4.13 and Made Available to Parent;

          (s) any contract with any vendor, subcontractor or independent contractor for the provision of goods or services and for which the Company or any of its Subsidiaries has any current or ongoing commitments or obligations and which could obligate the Company or any of its Subsidiaries to make payments in excess of $500,000 in any consecutive twelve-month period; provided , however , that only Company Contracts with any vendor, subcontractor or independent contractor for the provision of goods or services and for which the Company or any

of its Subsidiaries has any current or ongoing commitments or obligations and which could obligate the Company or any of its Subsidiaries to make payments in excess of $1,000,000 in any consecutive twelve-month period are required to be listed on Schedule 4.13 ;

          (t) any surety, underwriting, or indemnity agreements and any surety bonds, including performance bonds and bid bonds in an amount in excess of $1,000,000;

          (u) any contract, agreement or commitment requiring the Company or any of its Subsidiaries to make a payment as a result of the consummation of the transactions contemplated by this Agreement; and

          (v) all other contracts, agreements and commitments to which the Company or any of its Subsidiaries is a party or by which its properties or assets are bound that require the Company or any of its Subsidiaries to pay more than $5,000,000 in any consecutive 12-month period or more than $10,000,000 in the aggregate and which are not otherwise described in subparagraphs (a) through (u) above.

      Schedule 4.13 also identifies with an asterisk the Company Contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breach, default or violation of such contract, agreement or other instrument in connection with the transactions contemplated hereby. The Company has Made Available to Parent true, correct and complete copies of all Company Contracts on Schedule 4.13 . The Company Contracts are legal, valid, binding and enforceable in accordance with their respective terms with respect to the Company or its Subsidiaries and, to the Knowledge of the Company or any of its Subsidiaries, each other party to the Company Contracts, and will continue to be valid, binding and enforceable on identical terms immediately following the Effective Time (except that to the extent the party thereto is the Company, as the Company shall become the Surviving Company). There are no material existing defaults or breaches by the Company or any of its Subsidiaries under any Company Contract (or events or conditions which, with notice or lapse of time or both, would constitute a material default or breach). To the Knowledge of the Company or any of its Subsidiaries, there are no material existing defaults (or events or conditions which, with notice or lapse of time or both, would constitute a material default or breach by the Company or any of its Subsidiaries) with respect to any third party to any Company Contract. Neither the Company nor any of its Subsidiaries have received written notice of a party’s intent to repudiate any provision of any Company Contract, and no party thereto has any right to offset, discount or otherwise abate any amount owing thereunder.

     Section 4.14 Tax Returns; Taxes .

          (a) Except as disclosed on Schedule 4.14(a) ,

               (i) all Tax Returns required to be filed by or with respect to any of the Company or its Subsidiaries have been duly and timely filed with the appropriate Governmental Entity;

               (ii) all items of income, gain, loss, deduction and credit (collectively, “ Tax Items ”) required to be included in each such Tax Return have been so included and all such

Tax Items provided in each such Tax Return are true, correct and complete in all material respects;

               (iii) all Taxes owed by or with respect to any of the Company or its Subsidiaries that are or have become due have been timely paid in full;

               (iv) no penalty, interest or other charge is or will become due with respect to the late filing of any such Tax Return or late payment of any such Tax;

               (v) all Tax withholding and deposit requirements imposed on or with respect to any of the Company or its Subsidiaries, including unemployment compensation and workers’ compensation taxes, have been satisfied in full in all respects;

               (vi) there are no Liens (other than Permitted Exceptions) on any of the assets or properties of the Company or its Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax;

               (vii) there is no claim pending or, to the Knowledge of the Company or any of its Subsidiaries, threatened by any Governmental Entity in connection with any Tax owed by or with respect to the Company or its Subsidiaries;

               (viii) none of the Tax Returns required to be filed by or with respect to any of the Company or its Subsidiaries is now under audit or examination by any Governmental Entity and none of the Company, its Subsidiaries or the Principal Stockholders has received a notice of an intent to open an audit of the Tax obligations of any of the Company or its Subsidiaries by any Governmental Entity;

               (ix) there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any Tax Return, or the assessment or collection of any Tax, due from or with respect to any of the Company or its Subsidiaries;

               (x) none of the Company or its Subsidiaries is or has ever been a member of any consolidated, combined or unitary group of companies obligated to file or pay Taxes on a consolidated, combined or unitary basis (other than such a group that includes solely the Company and/or any of its Subsidiaries) or is a party to any Tax indemnity agreement or arrangement or has an obligation to indemnify or make a payment to any person in respect of any Tax for any past, current or future period;

               (xi) with respect to each of the Company and its Subsidiaries, no claim has ever been made by a Governmental Entity in a jurisdiction in which the Company or any of its Subsidiaries does not file Tax Returns that such member is or may be required to file a Tax Return in that jurisdiction;

               (xii) other than by virtue of their ownership by any of the Company or its Subsidiaries, none of the assets or properties of the Company or its Subsidiaries are held in an arrangement that is properly classified as a partnership for Tax purposes;

               (xiii) no item of income or gain reported for financial accounting purposes in any period (or portion thereof) ending on or before the Closing Date will be included in taxable income for any period (or portion thereof) beginning after the Closing Date;

               (xiv) none of the Company or its Subsidiaries will be required to include any amount in income as a result of having been a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for nonrecognition of gain or loss under Section 355 of the Code;

               (xv) none of the assets or properties of the Company or its Subsidiaries is “tax-exempt use property” (within the meaning of Section 168(h) of the Code) or “tax-exempt bond-financed property” (within the meaning of Section 168(g)(5) of the Code);

               (xvi) all of the assets and properties of the Company or its Subsidiaries have been properly listed and described on the property tax rolls for the taxing units in which the assets or properties of the Company or its Subsidiaries are located and no portion of the assets or properties of the Company or its Subsidiaries constitutes omitted property for property tax purposes;

               (xvii) none of the Company or its Subsidiaries has consummated, participated in, or is currently participating in any transaction that was or is a “listed transaction” or “reportable transaction” as defined in sections 6662A, 6011, 6111 or 6707A of the Code or the Treasury Regulations promulgated thereunder, including transactions identified by the Internal Revenue Service by notice, regulation or other form of published guidance as set forth in Treasury Regulation section 1.6011-4(b)(2);

               (xviii) the Company and each of its Subsidiaries currently utilizes the accrual method, as well as the percentage of completion method (for certain contracts), of accounting for U.S. federal income tax purposes and has not changed that method in the past five years;

               (xix) all prices in intercompany transactions involving the transfer of goods, services, or intangibles, yield results that are consistent with the results that would have been realized if uncontrolled taxpayers had engaged in the same transaction under the same circumstances;

               (xx) Price Gregory International Inc. (“ PGI ”) made a Subchapter S election effective on January 1, 1993, and through January 30, 2008 was properly classified as an S Corporation under Section 1361(a)(1) of the Code;

               (xxi) Conam Construction Co. (“ Conam ”) made a Subchapter S election effective on January 1, 1993, and through January 30, 2008 was properly classified as an S Corporation under Section 1361(a)(1) of the Code;

               (xxii) Price Gregory Construction, Inc. (“ PGC ”) made a Subchapter S election effective on January 1, 1998, and through January 30, 2008 was properly classified as an S Corporation under Section 1361(a)(1) of the Code;

               (xxiii) each of the Subsidiaries of PGI, Conam and PGC were classified for U.S. federal tax purposes as a partnership or as disregarded as an entity separate from its owner since the date of its organization through January 30, 2008;

               (xxiv) the Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code;

               (xxv) each of the Company and its Subsidiaries have disclosed on their federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of U.S. federal income Tax within the meaning of Section 6662 of the Code; and

               (xxvi) the unpaid Taxes of the Company and its Subsidiaries did not, as of June 30, 2009, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheet attached hereto as Schedule 4.14(b) (rather than in any notes thereto) (the “ June 30 Balance Sheet ”).

          (b) The June 30 Balance Sheet is attached hereto as Schedule 4.14(b) . Since the date of June 30 Balance Sheet, neither the Company nor any of its Subsidiaries has incurred any liability for Taxes arising from extraordinary gains or losses, as that term is used in GAAP, outside the ordinary course of business consistent with past custom and practice.

          (c) Schedule 4.14(c) lists all federal, state, local, and non-U.S. income Tax Returns filed with respect to any of the Company or its Subsidiaries for taxable periods ended on or after December 31, 2008, indicates those of such Tax Returns that have been audited, and indicates those of such Tax Returns that currently are the subject of audit.

          (d) The Company has delivered to Parent correct and complete copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by the Company or any of its Subsidiaries filed or received on or after September 15, 2007.

          (e) “ Tax ” or “ Taxes ” means any taxes, assessments, fees, levies, duties, unclaimed property and escheat obligations, and other governmental charges imposed by any Governmental Entity (including interest, penalties, or additions associated therewith), including income, profits, gross receipts, margin, net proceeds, alternative or add-on minimum, ad valorem, real property (including assessments, fees or other charges imposed by any Governmental Entity that are based on the use or ownership of real property), value added (ad valorem), turnover, goods and services, sales, use, property, personal property (tangible and intangible), environmental, stamp, leasing, lease, user, excise, duty, franchise, capital stock, transfer, registration, license, withholding, social security, social contribution, unemployment, disability, payroll, employment, fuel, excess profits, occupational, premium, windfall profit, severance, estimated, and all other taxes of any kind for which a Person may have any liability imposed by any Governmental Entity, whether disputed or not, including any item for which liability arises by contract or as a transferee or successor. “ Tax Return ” means any return,

declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

     Section 4.15 Directors, Officers and Employees . Schedule 4.15 contains a true and complete list as of the date of the Agreement of all of the directors, officers, managers and members of any applicable governing body of the Company and each of its Subsidiaries, specifying their position, annualized base salary and any other incentive compensation. The Company has Made Available to Parent (a) a payroll report as of a regular payroll date as close as practicable preceding the date of this Agreement for the Company and each of its Subsidiaries, reflecting payroll payments made to each employee of the Company or its Subsidiary as of such date; (b) a list of all employees of the Company and each of its Subsidiaries who are not reflected on the payroll report(s) referenced above but are employed by the Company or its Subsidiaries, which list shall include the employees’ names, employing entities, annualized salary or hourly wage and leave of absence status, including length of any ongoing leave, if applicable; and (c) a list of all independent contractors or consultants (in each case who is a natural person not providing services through a staffing agency or as an employee of another contractor), specifying their position and material terms of the relationship with the Company or its Subsidiaries. Except as set forth on Schedule 4.15 , none of the Company or its Subsidiaries is a party to or bound by any employment contracts, consulting agreements, individual deferred compensation agreements or supplemental retirement agreements, termination or severance agreements, change of control agreements or any other agreements in respect to any officer, director, employee or former employee, consultant or independent contractor, in each case who is a natural person (collectively, the “ Existing Employment Agreements ”). The Company has Made Available to Parent true, correct and complete copies of each Existing Employment Agreement. Except as set forth on Schedule 4.15 , none of the Company or its Subsidiaries are obligated pursuant to any verbal or written commitments to any officer, director, employee or independent contractor or consultant to increase their total compensation (including, but not limited to base salary, bonus opportunities, incentive compensation or profit-sharing) or potential severance prior to the Closing Date or as a result of the transactions contemplated by this Agreement. None of the Company or any of its Subsidiaries has improperly classified as an independent contractor any person who has provided services to or on behalf of the Company or any of its Subsidiaries, and none of the Company or any of its Subsidiaries has received a claim or has Knowledge of any potential claim from any Governmental Entity or any such classified person to such effect.

     Section 4.16 Company Benefit Plans .

          (a) The term “ Company Benefit Plan ” means each Employee Benefit Plan (as defined below) that is sponsored, maintained or contributed to by the Company or any of its Subsidiaries or ERISA Affiliates, or with respect to which the Company or any of its Subsidiaries or ERISA Affiliates has any direct or indirect obligation to make contributions or with respect to which the Company or any of its Subsidiaries or ERISA Affiliates has or could incur any liability. Schedule 4.16 identifies each Company Benefit Plan. Each Company Benefit Plan identified on Schedule 4.16 that is a multiemployer plan as defined in Section 3(37) or Section 4001(a)(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), is referred to herein as a “ Company Multiemployer Plan ,” each Company Benefit Plan identified on Schedule 4.16 that is required to be contributed to pursuant to a collective bargaining agreement in respect of employees reporting to work in Canada or any other contract

with any labor union or representative of employees in respect of employees reporting to work in Canada is referred to herein as a “ Company Union Plan ,” and each other Company Benefit Plan identified on Schedule 4.16 is referred to herein as a “ Company Other Plan .” The term “ Employee Benefit Plan ” means each (i) “employee benefit plan,” as such term is defined in Section 3(3) of ERISA, (ii) plan that would be an employee benefit plan described in clause (i) of this sentence if it was subject to ERISA, such as foreign plans and plans for directors, (iii) equity bonus, equity ownership, equity option, restricted equity, equity purchase, equity appreciation rights, phantom equity, or other equity-based compensation plan or arrangement, (iv) bonus plan or arrangement, incentive award plan or arrangement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, personnel policy, vacation or paid time off policy, severance pay plan, policy or agreement, consulting agreement, or employment agreement, and (v) other employee benefit plan, agreement, arrangement, program, practice or understanding providing for employee benefits or for the remuneration, direct or indirect, of employees, former employees, directors, officers, consultants, independent contractors, contingent workers or leased employees or the dependents of any of them (whether written or oral). The term “ ERISA Affiliate ” means, with respect to any entity, trade or business, any other entity, trade or business that is a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(l) of ERISA that includes the first entity, trade or business, or that is a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA, without regard to whether or not each such entity, trade or business is subject to the Code or ERISA.

          (b) True, correct and complete copies of each of the Company Other Plans, and related trusts, if applicable, including all amendments thereto, have been delivered or Made Available to Parent. There has also been delivered or Made Available to Parent, with respect to each Company Other Plan and to the extent applicable: (i) the three most recent annual or other reports filed with each Governmental Entity with respect to each such plan, including all applicable schedules and audited financial statements attached thereto, (ii) each insurance contract and other funding agreement, and all amendments thereto, (iii) the most recent summary plan description and any summaries of material modifications thereto, as well as the most recent notices to participants and beneficiaries required by Applicable Laws; (iv) the most recent audited financial statements or accounts and actuarial report or valuation required to be prepared under Applicable Laws; (v) the most recent determination letter or opinion letter issued by the Internal Revenue Service; and (vi) all other contracts that are material to the Company Other Plan.

          (c) Except for the Company Multiemployer Plans, neither the Company nor any of its Subsidiaries or ERISA Affiliates contributes to or has any obligation to contribute to, and no Company Benefit Plan is, a plan subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code. No Company Other Plan is funded through a trust that is intended to be exempt from federal income taxation pursuant to Section 501(c)(9) of the Code, and each Company Other Plan that is an employee welfare benefit plan under Section 3(1) of ERISA either (i) is funded through an insurance policy or contract and is not a “welfare benefit fund” within the meaning of Section 419 of the Code, or (ii) is unfunded. None of the Company, any of its Subsidiaries or ERISA Affiliates is a party to any split dollar life insurance policy or arrangement, and except as set forth on Schedule 4.16 , no Company Other Plan providing

vacation or paid time off provides for carryover of vacation or paid time off from one calendar year to the next.

          (d) The Company and its Subsidiaries and ERISA Affiliates have substantially performed in all material respects all obligations, whether arising by operation of any Applicable Laws or by contract, required to be performed by them in connection with the Company Benefit Plans, and there have been no defaults or violations by any other party to the Company Other Plans or, to the Knowledge of the Company, by any of its Subsidiaries or ERISA Affiliates, the Company Multiemployer Plans and the Company Union Plans. All contributions required to be made by the Company, any of its Subsidiaries and ERISA Affiliates to the Company Benefit Plans pursuant to their terms and provisions or pursuant to Applicable Laws have been made timely. None of the Company, any of its Subsidiaries or ERISA Affiliates has incurred, and no facts exist which reasonably would be expected to result in, any liability (direct or indirect by virtue of indemnification or otherwise) to the Company, its Subsidiaries or its ERISA Affiliates with respect to any Company Benefit Plan, including any liability, tax, penalty or fee under ERISA, the Code or any Applicable Laws (other than to pay premiums, contributions or benefits in the ordinary course);

          (e) The representations and warranties set forth in this Section 4.16(e) shall be to the Knowledge of the Company, any of its Subsidiaries or ERISA Affiliates to the extent such representations and warranties relate to Company Multiemployer Plans or Company Union Plans. Except as otherwise set forth on Schedule 4.16 :

               (i) each Company Benefit Plan has been established, documented, administered and operated in compliance in all material respects with Applicable Laws and its governing documents, and all Company Other Plans that could be deemed “nonqualified deferred compensation” arrangements under Section 409A of the Code are in compliance in all material respects with such Section and the regulations and rulings thereunder, and no service provider is entitled to a tax gross-up or similar payment for any tax or interest that may be due under such Section, and each outstanding option or other equity based award granted by the Company, any of its Subsidiaries or ERISA Affiliates is either exempt from Section 409A of the Code or in compliance therewith;

               (ii) all reports and disclosures relating to the Company Benefit Plans required to be filed with or furnished to Governmental Entities, Company Benefit Plan participants or Company Benefit Plan beneficiaries have been filed or furnished in substantial compliance with Applicable Laws in a timely manner;

               (iii) each of the Company Benefit Plans intended to be qualified under Section 401(a) of the Code (A) satisfies in all material respects the requirements of such Section, (B) is maintained in all material respects pursuant to a prototype document approved by the Internal Revenue Service, or has received a favorable determination letter from the Internal Revenue Service regarding such qualified status, (C) has been timely amended in all material respects as required by Applicable Laws, and (D) has not been amended or operated in a way which would adversely affect such qualified status;

               (iv) each of the Company Other Plans that is intended to be a “registered pension plan” as defined in s. 248(1) of the Income Tax Act (Canada) (“ ITA ”), or a registered retirement savings plan as defined in S. 146(l) of the ITA (A) is and has been registered since its inception by or filed with the Canada Revenue Agency (“ CRA ”), in accordance with the ITA, and, if applicable, the pension regulator of the jurisdiction in which Applicable Laws requires registration under pension standards legislation, (B) in the case of a registered pension plan, does not and has not at any time contained a “defined benefit provision” as defined in the ITA or contain any assets attributable to any defined benefit provision, (C) has not had its registration revoked and there exist no circumstances which may result on a reasonably foreseeable basis in revocation of registration under the ITA or, if applicable, applicable pension standards legislation, (D) has had its provisions and any amendments thereto accepted for registration by the CRA and, if applicable, the applicable pension regulator (or an application for such approv