AMENDMENT NO. 1 to
INDEMNIFICATION AGREEMENT
THIS AMENDMENT
NO. 1 TO INDEMNIFICATION AGREEMENT (this
“Amendment”) dated as of March ___, 2007, is entered
into by and between ___(“Indemnitee”) and InfraSource
Services, Inc., a Delaware corporation formerly known as Dearborn
Holdings Corporation (“Company”).
WHEREAS ,
Indemnitee and Company are party to that certain Indemnification
Agreement dated ___(the “Agreement”); and
WHEREAS ,
the Company and Indemnitee desires to amend the Agreement to
clarify certain provisions to the benefit of Indemnitee as set
forth herein.
NOW,
THEREFORE , in consideration of the foregoing, the parties
hereto, intending to be legally bound hereby agree as
follows:
1. Section 1(d)
is hereby replaced in its entirety by the following:
Expenses: any
expense, liability, or loss, including, but not limited to,
attorneys’ fees, judgments, fines, ERISA excise taxes and
penalties, amounts paid or to be paid in settlement, any interest,
assessments, or other charges imposed thereon, any taxes incurred
by the Indemnitee as the result of the application of
Section 409A of the Internal Revenue Code of 1986, as amended,
or any similar state tax provisions, to any indemnification
payments hereunder, and all other costs and obligations, paid or
incurred in connection with investigating, defending, being a
witness in, participating in (including on appeal), or preparing
for any of the foregoing in, any Claim relating to any
Indemnifiable Event.
2.
Section 1 (e) is hereby replaced in its entirety by the
following:
Indemnifiable
Event: any event or occurrence that takes place either prior to or
after the execution of this Agreement, related to the fact that
Indemnitee is or was a director or officer of the Company or
Company subsidiary, or while a director or officer is or was
serving at the request of the Company as a director, officer,
employee, trustee, agent, or fiduciary of another foreign or
domestic corporation, partnership, joint venture, employee benefit
plan, trust, or other enterprise, or was a director, officer,
employee, or agent of a foreign or domestic corporation that was a
predecessor corporation of the Company or of another enterprise at
the request of such predecessor corporation, or related to anything
done or n
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