AMENDMENT #4 TO MASTER FRAMEWORK AGREEMENT
Exhibit
10.12
AMENDMENT
#4 TO MASTER FRAMEWORK AGREEMENT
This
Amendment #4 to Master Framework Agreement (this “Amendment”)
is entered into effective as of the 31st day of March, 2007 (the “Effective
Date”),
by and between TXU Electric Delivery Company, a Texas Corporation (“TXU
ED”),
and InfrastruX Energy Services Group LP, a Delaware limited partnership
(“IES”).
TXU ED and IES are also referred to herein individually as a “Party”
and collectively as the “Parties.”
RECITALS
WHEREAS,
the Parties entered into that certain Master Framework Agreement, dated June
24,
2006, as amended pursuant to the Amendment to Master Framework Agreement dated
August 15, 2006, Amendment #2 to Master Framework Agreement dated December
28,
2006, and the Letter Amendment dated January 30, 2007 (the “Agreement”);
and
WHEREAS,
the Parties desire to amend the Agreement as set forth herein.
NOW,
THEREFORE, in consideration of the mutual promises and subject to the terms
and
conditions herein set forth, the Parties agree as follows.
AGREEMENT
1. Amendment. Section
1.3 of the Agreement is hereby amended to read in its entirety as
follows:
“If
the Participation Agreement terminates for any reason prior to the Closing
Date
(as defined in the Participation Agreement), then this Agreement shall
automatically terminate without action by either Party and neither Party shall
have any liability to the other Party as a result of such
termination.”
2. Full
Force and Effect.
Except as specifically amended and modified hereby, the Agreement shall remain
in full force and effect.
3. Counterparts.
This Amendment may be executed in several counterparts, each of which is an
original and all of which constitute one and the same instrument.
4. Governing
Law.
This Amendment and performance under it shall be governed by and construed
in
accordance with the applicable laws of the State of Texas,
without giving effect to any choice or conflicts of law provision or rule
(whether of the State of Texas or any other jurisdiction) that would cause
the
application of the laws of any other jurisdiction other than the State of Texas.
IN
WITNESS WHEREOF, the Parties have executed this Amendment effective as of the
Effective Date. This Amendment shall not become effective as to either Party
unless and until executed by both Parties.
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TXU
ELECTRIC DELIVERY COMPANY
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By:
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/s/
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Name:
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▇▇▇▇▇
▇. ▇▇▇▇▇
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Title:
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Vice
President & Principal Financial Officer
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INFRASTRUX
ENERGY SERVICES
GROUP
LP
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By:
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InfrastruX
Energy GP, LLC, its general partner
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By:
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InfrastruX
Group, Inc., its member
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By:
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/s/
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Name:
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▇▇▇▇
▇. ▇▇▇▇▇
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Title:
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Director
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By:
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TXU
Asset Services Group Management LLC, its general
partner
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By:
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/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name:
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▇▇▇▇▇
▇. ▇▇▇▇▇
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Title:
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Vice
President & Principal Financial Officer
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