exhibit10-1.htm


    


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Exhibit
10.1

       

      Published CUSIP Number:
26747FAA7

       

      CREDIT
AGREEMENT

       

      Dated as
of September 12, 2008

       

      among

       

      DYCOM
INDUSTRIES, INC.

       

      as
Borrower,

       

      CERTAIN
DOMESTIC SUBSIDIARIES OF THE BORROWER

       

      FROM TIME
TO TIME PARTIES HERETO

       

      as
Guarantors,

       

      THE
LENDERS NAMED HEREIN,

       

      WACHOVIA
BANK, NATIONAL ASSOCIATION,

       

      as
Administrative Agent,

       

      and

       

      BANK OF
AMERICA, N.A.,

       

      as
Syndication Agent

       

      and

       

      BRANCH
BANKING AND TRUST COMPANY

       

      and

       

      RBS
CITIZENS, N.A.,

       

      as
Co-Documentation Agents

       

      and

       

      WACHOVIA
CAPITAL MARKETS LLC

       

      and

       

      BANC OF
AMERICA SECURITIES LLC,

       

      as Joint
Lead Arrangers and Joint Book Runners

       

        

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      TABLE OF
CONTENTS

      
        	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                Page

              	 
      
	
                SECTION
      1 DEFINITIONS

              	 
      	 
      	
                1

              	 
      
	 
      	
                1.1

              	 
      	 
      	
                Definitions

              	 
      	 
      	
                1

              	 
      
	 
      	
                1.2

              	 
      	 
      	
                Other
      Definitional Provisions

              	 
      	 
      	
                24

              	 
      
	 
      	
                1.3

              	 
      	 
      	
                Computation
      of Time Periods

              	 
      	 
      	
                25

              	 
      
	 
      	
                1.4

              	 
      	 
      	
                Accounting
      Terms

              	 
      	 
      	
                25

              	 
      
	 
      	
                1.5

              	 
      	 
      	
                Execution
      of Documents

              	 
      	 
      	
                25

              	 
      
	 
      	 
      
	
                SECTION
      2 CREDIT FACILITY

              	 
      	 
      	
                26

              	 
      
	 
      	
                2.1

              	 
      	 
      	
                Revolving
      Loans; Incremental Revolving Facility

              	 
      	 
      	
                26

              	 
      
	 
      	
                2.2

              	 
      	 
      	
                Letter
      of Credit Subfacility

              	 
      	 
      	
                28

              	 
      
	 
      	
                2.3

              	 
      	 
      	
                Swingline
      Loan Subfacility

              	 
      	 
      	
                32

              	 
      
	 
      	 
      
	
                SECTION
      3 OTHER PROVISIONS RELATING TO CREDIT FACILITIES

              	 
      	 
      	
                34

              	 
      
	 
      	
                3.1

              	 
      	 
      	
                Default
      Rate

              	 
      	 
      	
                34

              	 
      
	 
      	
                3.2

              	 
      	 
      	
                Extension
      and Conversion

              	 
      	 
      	
                34

              	 
      
	 
      	
                3.3

              	 
      	 
      	
                Voluntary
      Repayments and Mandatory Prepayments

              	 
      	 
      	
                35

              	 
      
	 
      	
                3.4

              	 
      	 
      	
                Termination
      and Reduction of Commitments

              	 
      	 
      	
                35

              	 
      
	 
      	
                3.5

              	 
      	 
      	
                Fees

              	 
      	 
      	
                35

              	 
      
	 
      	
                3.6

              	 
      	 
      	
                Computation
      of Interest and Fees

              	 
      	 
      	
                36

              	 
      
	 
      	
                3.7

              	 
      	 
      	
                Pro
      Rata Treatment and Payments

              	 
      	 
      	
                37

              	 
      
	 
      	
                3.8

              	 
      	 
      	
                Non-Receipt
      of Funds by the Administrative Agent

              	 
      	 
      	
                39

              	 
      
	 
      	
                3.9

              	 
      	 
      	
                Inability
      to Determine Interest Rate

              	 
      	 
      	
                40

              	 
      
	 
      	
                3.10

              	 
      	 
      	
                Illegality

              	 
      	 
      	
                41

              	 
      
	 
      	
                3.11

              	 
      	 
      	
                Requirements
      of Law

              	 
      	 
      	
                41

              	 
      
	 
      	
                3.12

              	 
      	 
      	
                Indemnity

              	 
      	 
      	
                42

              	 
      
	 
      	
                3.13

              	 
      	 
      	
                Taxes

              	 
      	 
      	
                43

              	 
      
	 
      	
                3.14

              	 
      	 
      	
                Indemnification;
      Nature of Issuing Lender’s Duties

              	 
      	 
      	
                46

              	 
      
	 
      	
                3.15

              	 
      	 
      	
                Replacement
      of Lenders; Other Limitations

              	 
      	 
      	
                47

              	 
      
	 
      	
                3.16

              	 
      	 
      	
                Extension
      of Maturity Date

              	 
      	 
      	
                48

              	 
      
	 
      	 
      
	
                SECTION
      4 CONDITIONS

              	 
      	 
      	
                50

              	 
      
	 
      	
                4.1

              	 
      	 
      	
                Conditions
      to Closing

              	 
      	 
      	
                50

              	 
      
	 
      	
                4.2

              	 
      	 
      	
                Conditions
      to All Extensions of Credit

              	 
      	 
      	
                53

              	 
      
	 
      	 
      
	
                SECTION
      5 REPRESENTATIONS AND WARRANTIES

              	 
      	 
      	
                54

              	 
      
	 
      	
                5.1

              	 
      	 
      	
                Financial
      Condition

              	 
      	 
      	
                54

              	 
      
	 
      	
                5.2

              	 
      	 
      	
                No
      Material Adverse Change

              	 
      	 
      	
                54

              	 
      
	 
      	
                5.3

              	 
      	 
      	
                Organization;
      Existence

              	 
      	 
      	
                55

              	 
      
	 
      	
                5.4

              	 
      	 
      	
                Power;
      Authorization; Enforceable Obligations

              	 
      	 
      	
                55

              	 
      
	 
      	
                5.5

              	 
      	 
      	
                Conflict

              	 
      	 
      	
                55

              	 
      
	 
      	
                5.6

              	 
      	 
      	
                No
      Material Litigation

              	 
      	 
      	
                55

              	 
      
	 
      	
                5.7

              	 
      	 
      	
                No
      Default

              	 
      	 
      	
                56

              	 
      
	 
      	
                5.8

              	 
      	 
      	
                Taxes

              	 
      	 
      	
                56

              	 
      
	 
      	
                5.9

              	 
      	 
      	
                ERISA

              	 
      	 
      	
                56

              	 
      
	 
      	
                5.10

              	 
      	 
      	
                Governmental
      Regulations, Etc.

              	 
      	 
      	
                56

              	 
      


      

       

           i     

       

        

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


      


      
        	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                Page

              	 
      
	 
      	
                5.11

              	 
      	 
      	
                Subsidiaries

              	 
      	 
      	
                57

              	 
      
	 
      	
                5.12

              	 
      	 
      	
                Use
      of Proceeds

              	 
      	 
      	
                57

              	 
      
	 
      	
                5.13

              	 
      	 
      	
                Compliance
      with Laws; Contractual Obligations

              	 
      	 
      	
                57

              	 
      
	 
      	
                5.14

              	 
      	 
      	
                Accuracy
      and Completeness of Information

              	 
      	 
      	
                57

              	 
      
	 
      	
                5.15

              	 
      	 
      	
                Environmental
      Matters

              	 
      	 
      	
                58

              	 
      
	 
      	
                5.16

              	 
      	 
      	
                Solvency

              	 
      	 
      	
                59

              	 
      
	 
      	
                5.17

              	 
      	 
      	
                Reserved

              	 
      	 
      	
                59

              	 
      
	 
      	
                5.18

              	 
      	 
      	
                Reserved

              	 
      	 
      	
                59

              	 
      
	 
      	
                5.19

              	 
      	 
      	
                Insurance

              	 
      	 
      	
                59

              	 
      
	 
      	
                5.20

              	 
      	 
      	
                Foreign
      Assets Control Regulations, Etc.

              	 
      	 
      	
                59

              	 
      
	 
      	
                5.21

              	 
      	 
      	
                Compliance
      with OFAC Rules and Regulations

              	 
      	 
      	
                60

              	 
      
	 
      	
                5.22

              	 
      	 
      	
                Security
      Documents

              	 
      	 
      	
                60

              	 
      
	 
      	 
      
	
                SECTION
      6 AFFIRMATIVE COVENANTS

              	 
      	 
      	
                60

              	 
      
	 
      	
                6.1

              	 
      	 
      	
                Financial
      Statements

              	 
      	 
      	
                61

              	 
      
	 
      	
                6.2

              	 
      	 
      	
                Certificates;
      Other Information

              	 
      	 
      	
                62

              	 
      
	 
      	
                6.3

              	 
      	 
      	
                Notices

              	 
      	 
      	
                64

              	 
      
	 
      	
                6.4

              	 
      	 
      	
                Maintenance
      of Existence; Compliance with Laws; Contractual
Obligations

              	 
      	 
      	
                64

              	 
      
	 
      	
                6.5

              	 
      	 
      	
                Maintenance
      of Property; Insurance

              	 
      	 
      	
                65

              	 
      
	 
      	
                6.6

              	 
      	 
      	
                Inspection
      of Property; Books and Records; Discussions

              	 
      	 
      	
                65

              	 
      
	 
      	
                6.7

              	 
      	 
      	
                Financial
      Covenants

              	 
      	 
      	
                65

              	 
      
	 
      	
                6.9

              	 
      	 
      	
                Additional
      Guarantors

              	 
      	 
      	
                66

              	 
      
	 
      	
                6.10

              	 
      	 
      	
                Payment
      of Obligations

              	 
      	 
      	
                66

              	 
      
	 
      	
                6.11

              	 
      	 
      	
                Environmental
      Laws

              	 
      	 
      	
                67

              	 
      
	 
      	
                6.12

              	 
      	 
      	
                Pledged
      Assets

              	 
      	 
      	
                67

              	 
      
	 
      	
                6.13

              	 
      	 
      	
                Further
      Assurances

              	 
      	 
      	
                68

              	 
      
	 
      	 
      
	
                SECTION
      7 NEGATIVE COVENANTS

              	 
      	 
      	
                68

              	 
      
	 
      	
                7.1

              	 
      	 
      	
                Indebtedness

              	 
      	 
      	
                68

              	 
      
	 
      	
                7.2

              	 
      	 
      	
                Liens

              	 
      	 
      	
                70

              	 
      
	 
      	
                7.3

              	 
      	 
      	
                Nature
      of Business

              	 
      	 
      	
                70

              	 
      
	 
      	
                7.4

              	 
      	 
      	
                Consolidation,
      Merger, Sale or Purchase of Assets, etc.

              	 
      	 
      	
                70

              	 
      
	 
      	
                7.5

              	 
      	 
      	
                Advances,
      Investments and Loans

              	 
      	 
      	
                71

              	 
      
	 
      	
                7.6

              	 
      	 
      	
                Transactions
      with Affiliates

              	 
      	 
      	
                71

              	 
      
	 
      	
                7.7

              	 
      	 
      	
                Fiscal
      Year; Organizational Documents; Senior Subordinated Notes

              	 
      	 
      	
                72

              	 
      
	 
      	
                7.8

              	 
      	 
      	
                Limitation
      on Restricted Actions

              	 
      	 
      	
                72

              	 
      
	 
      	
                7.9

              	 
      	 
      	
                Restricted
      Payments

              	 
      	 
      	
                73

              	 
      
	 
      	
                7.10

              	 
      	 
      	
                Sale
      Leasebacks

              	 
      	 
      	
                73

              	 
      
	 
      	
                7.11

              	 
      	 
      	
                No
      Further Negative Pledges

              	 
      	 
      	
                73

              	 
      
	 
      	 
      
	
                SECTION
      8 EVENTS OF DEFAULT

              	 
      	 
      	
                74

              	 
      
	 
      	
                8.1

              	 
      	 
      	
                Events
      of Default

              	 
      	 
      	
                74

              	 
      
	 
      	
                8.2

              	 
      	 
      	
                Acceleration;
      Remedies

              	 
      	 
      	
                76

              	 
      
	 
      	 
      
	
                SECTION
      9 AGENCY PROVISIONS

              	 
      	 
      	
                77

              	 
      
	 
      	
                9.1

              	 
      	 
      	
                Appointment

              	 
      	 
      	
                77

              	 
      
	 
      	
                9.2

              	 
      	 
      	
                Delegation
      of Duties

              	 
      	 
      	
                78

              	 
      


      

       

           ii     

       

        

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


      


      
        	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                Page

              	 
      
	 
      	
                9.3

              	 
      	 
      	
                Exculpatory
      Provisions

              	 
      	 
      	
                78

              	 
      
	 
      	
                9.4

              	 
      	 
      	
                Reliance
      by Administrative Agent

              	 
      	 
      	
                78

              	 
      
	 
      	
                9.5

              	 
      	 
      	
                Notice
      of Default

              	 
      	 
      	
                79

              	 
      
	 
      	
                9.6

              	 
      	 
      	
                Non-Reliance
      on Administrative Agent and Other Lenders

              	 
      	 
      	
                79

              	 
      
	 
      	
                9.7

              	 
      	 
      	
                Indemnification

              	 
      	 
      	
                80

              	 
      
	 
      	
                9.8

              	 
      	 
      	
                Administrative
      Agent in Its Individual Capacity

              	 
      	 
      	
                80

              	 
      
	 
      	
                9.9

              	 
      	 
      	
                Successor
      Administrative Agent

              	 
      	 
      	
                80

              	 
      
	 
      	
                9.10

              	 
      	 
      	
                Other
      Agents, Arrangers and Managers

              	 
      	 
      	
                81

              	 
      
	 
      	
                9.11

              	 
      	 
      	
                Collateral
      and Guaranty Matters

              	 
      	 
      	
                81

              	 
      
	 
      	 
      
	
                SECTION
      10 GUARANTY

              	 
      	 
      	
                82

              	 
      
	 
      	
                10.1

              	 
      	 
      	
                The
      Guaranty

              	 
      	 
      	
                82

              	 
      
	 
      	
                10.2

              	 
      	 
      	
                Bankruptcy

              	 
      	 
      	
                83

              	 
      
	 
      	
                10.3

              	 
      	 
      	
                Nature
      of Liability

              	 
      	 
      	
                83

              	 
      
	 
      	
                10.4

              	 
      	 
      	
                Independent
      Obligation

              	 
      	 
      	
                83

              	 
      
	 
      	
                10.5

              	 
      	 
      	
                Authorization

              	 
      	 
      	
                84

              	 
      
	 
      	
                10.6

              	 
      	 
      	
                Reliance

              	 
      	 
      	
                84

              	 
      
	 
      	
                10.7

              	 
      	 
      	
                Waiver

              	 
      	 
      	
                84

              	 
      
	 
      	
                10.8

              	 
      	 
      	
                Limitation
      on Enforcement

              	 
      	 
      	
                85

              	 
      
	 
      	
                10.9

              	 
      	 
      	
                Confirmation
      of Payment

              	 
      	 
      	
                86

              	 
      
	 
      	 
      
	
                SECTION
      11 MISCELLANEOUS

              	 
      	 
      	
                86

              	 
      
	 
      	
                11.1

              	 
      	 
      	
                Amendments
      and Waivers

              	 
      	 
      	
                86

              	 
      
	 
      	
                11.2

              	 
      	 
      	
                Notices

              	 
      	 
      	
                88

              	 
      
	 
      	
                11.3

              	 
      	 
      	
                No
      Waiver; Cumulative Remedies

              	 
      	 
      	
                89

              	 
      
	 
      	
                11.4

              	 
      	 
      	
                Survival
      of Representations and Warranties

              	 
      	 
      	
                89

              	 
      
	 
      	
                11.5

              	 
      	 
      	
                Payment
      of Expenses and Taxes

              	 
      	 
      	
                89

              	 
      
	 
      	
                11.6

              	 
      	 
      	
                Successors
      and Assigns; Participations; Purchasing Lenders

              	 
      	 
      	
                90

              	 
      
	 
      	
                11.7

              	 
      	 
      	
                Adjustments;
      Set-off

              	 
      	 
      	
                93

              	 
      
	 
      	
                11.8

              	 
      	 
      	
                Table
      of Contents and Section Headings

              	 
      	 
      	
                94

              	 
      
	 
      	
                11.9

              	 
      	 
      	
                Counterparts

              	 
      	 
      	
                94

              	 
      
	 
      	
                11.10

              	 
      	 
      	
                Effectiveness

              	 
      	 
      	
                95

              	 
      
	 
      	
                11.11

              	 
      	 
      	
                Severability

              	 
      	 
      	
                95

              	 
      
	 
      	
                11.12

              	 
      	 
      	
                Integration

              	 
      	 
      	
                95

              	 
      
	 
      	
                11.13

              	 
      	 
      	
                GOVERNING
      LAW

              	 
      	 
      	
                95

              	 
      
	 
      	
                11.14

              	 
      	 
      	
                Consent
      to Jurisdiction and Service of Process

              	 
      	 
      	
                95

              	 
      
	 
      	
                11.15

              	 
      	 
      	
                Confidentiality

              	 
      	 
      	
                96

              	 
      
	 
      	
                11.16

              	 
      	 
      	
                Acknowledgments

              	 
      	 
      	
                97

              	 
      
	 
      	
                11.17

              	 
      	 
      	
                Waivers
      of Jury Trial

              	 
      	 
      	
                97

              	 
      
	 
      	
                11.18

              	 
      	 
      	
                Patriot
      Act

              	 
      	 
      	
                97

              	 
      
	 
      	
                11.19

              	 
      	 
      	
                Continuing
      Agreement

              	 
      	 
      	
                97

              	 
      


      

       

           iii     

       

        

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      SCHEDULES

      
        	 
      	 
      
	
                Schedule 1.1-A

              	
                Form
      of Account Designation Letter

              
	
                Schedule 1.1-B

              	
                Permitted
      Liens

              
	
                Schedule 1.1-C

              	
                Existing
      Letters of Credit

              
	
                Schedule 1.1-D

              	
                Existing
      Investments

              
	
                Schedule 2.1(a)

              	
                Schedule
      of Lenders and Commitments

              
	
                Schedule 2.1(b)(i)

              	
                Form
      of Notice of Borrowing

              
	
                Schedule 2.1(e)

              	
                Form
      of Revolving Note

              
	
                Schedule 2.3(d)

              	
                Form
      of Swingline Note

              
	
                Schedule 3.2

              	
                Form
      of Notice of Extension/Conversion

              
	
                Schedule 3.13

              	
                Non-Bank
      Certificate

              
	
                Schedule 4.1(e)

              	
                Form
      of Secretary’s Certificate

              
	
                Schedule 4.1(n)

              	
                Form
      of Solvency Certificate

              
	
                Schedule 5.11

              	
                Subsidiaries

              
	
                Schedule 5.18

              	
                Material
      Contracts

              
	
                Schedule 5.19

              	
                Insurance

              
	
                Schedule 6.2(b)

              	
                Form
      of Officer’s Compliance Certificate

              
	
                Schedule 6.9

              	
                Form
      of Joinder Agreement

              
	
                Schedule 7.1(b)

              	
                Indebtedness

              
	
                Schedule 11.6(c)

              	
                Form
      of Assignment and Assumption

              


      

       

           iv     

       

        

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      CREDIT
AGREEMENT

       

           
THIS CREDIT AGREEMENT
dated as of September 12, 2008 (the “ Credit Agreement ”),
is by and among DYCOM
INDUSTRIES, INC. , a Florida corporation (the “ Borrower ”), those
Domestic Subsidiaries of the Borrower listed on the signature pages hereto and
as may from time to time become a party hereto (collectively the “ Guarantors ” and
individually, a “ Guarantor ”), the
lenders named herein and such other lenders as may become a party hereto (the “
Lenders ” and
individually, a “ Lender ”), WACHOVIA BANK, NATIONAL
ASSOCIATION , as Administrative Agent for the Lenders (in such capacity,
the “ Administrative
Agent ”) and BANK OF
AMERICA, N.A. , as syndication agent (in such capacity, the “ Syndication Agent
”).

       

      W I T N E S S E T H

       

           WHEREAS,
the Borrower has requested that the Lenders make loans and other financial
accommodations to the Borrower in the initial aggregate amount of $195,000,000,
as more particularly described herein; and

       

           WHEREAS,
the Lenders have agreed to make such loans and other financial accommodations to
the Borrower on the terms and conditions contained herein.

       

           NOW,
THEREFORE, IN CONSIDERATION of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

       

      SECTION
1

       

      DEFINITIONS

       

           
1.1 Definitions
.

       

           As
used in this Credit Agreement, the following terms shall have the meanings
specified below unless the context otherwise requires:

       

           “
Account Designation
Letter ” means the Account Designation Letter dated as of the Closing
Date from the Borrower to the Administrative Agent in substantially the form
attached hereto as Schedule 1.1-A
..

       

           “
Additional Commitment
Lender ” shall have the meaning set forth in
Section 3.16.

       

           “
Additional Credit
Party ” means each Person that becomes a Guarantor by execution of a
Joinder Agreement in accordance with Section 6.9.

       

           “
Administrative
Agent ” shall have the meaning assigned to such term in the first
paragraph hereof, together with any successors or assigns.

       

        

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           “
Administrative
Questionnaire ” shall mean an Administrative Questionnaire in a form
supplied by the Administrative Agent.

       

           “
Affiliate ”
shall mean, with respect to a specified Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or
is under common Control with the Person specified.

       

           “
Aggregate Revolving
Committed Amount ” means the aggregate amount of Commitments in effect
from time to time, being initially ONE HUNDRED NINETY-FIVE MILLION
DOLLARS ($195,000,000) .

       

           “
Alternate Base
Rate ” means, for any day, the rate per annum (rounded upwards, if
necessary, to the nearest whole multiple of 1/100 of 1%) equal to the greater of
(a) the Federal Funds Rate in effect on such day plus 1 /
2 of 1% or (b) the
Prime Rate in effect on such day. If for any reason the Administrative Agent
shall have reasonably determined (which determination shall be conclusive absent
manifest error) that it is unable after due inquiry to ascertain the Federal
Funds Rate for any reason, including the inability or failure of the
Administrative Agent to obtain sufficient quotations in accordance with the
terms hereof, the Alternate Base Rate shall be determined without regard to
clause (a) of the first sentence of this definition until the circumstances
giving rise to such inability no longer exist. Any change in the Alternate Base
Rate due to a change in the Prime Rate or the Federal Funds Rate shall be
effective on the opening of business on the date of such change.

       

           “
Alternate Base Rate
Loans ” means Loans that bear interest at an interest rate based on the
Alternate Base Rate.

       

           “
Applicable
Percentage ” shall mean, for any day, the rate per annum set forth below
opposite the applicable level then in effect, it being understood that the
Applicable Percentage for (a) Revolving Loans that are Alternate Base Rate
Loans shall be the percentage set forth under the column “Alternate Base Rate
Margin for Revolving Loans”, (b) Revolving Loans that are LIBOR Rate Loans
shall be the percentage set forth under the column “LIBOR Rate Margin for
Revolving Loans and Letter of Credit Fee”, (c) the Letter of Credit Fee
shall be the percentage set forth under the column “LIBOR Rate Margin for
Revolving Loans and Letter of Credit Fee”, and (d) the Commitment Fee shall
be the percentage set forth under the column “Commitment Fee”:

       

       2

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


      


      
        	 
      
	
                  

              	 
      	 
      	 
      	 
      	 
      	
                LIBOR
      Rate

              	 
      	 
      
	 
      	 
      	 
      	
                Alternate

              	
                Margin
      for

              	 
      	 
      
	 
      	 
      	
                Consolidated

              	
                Base
      Rate

              	
                Revolving
      Loans and

              	 
      	 
      
	 
      	 
      	
                Leverage

              	
                Margin
      for

              	
                Letter
      of

              	 
      	 
      
	 
      	
                Level

              	
                Ratio

              	
                Revolving
      Loans

              	
                Credit
      Fee

              	
                Commitment
      Fee

              	 
      
	 
      	
                I

              	
                 greater
      than or equal to 2.25 to 1.0

              	 
      	
                1.25

              	
                %

              	 
      	
                2.25

              	
                %

              	 
      	
                0.750

              	
                %

              	 
      
	 
      	
                II

              	
                less than 2.25 to
      1.0 but

                greater than or
      equal to 1.50 to 1.0

              	 
      	
                1.00

              	
                %

              	 
      	
                2.00

              	
                %

              	 
      	
                0.750

              	
                %

              	 
      
	 
      	
                III

              	
                less than 1.50 to
      1.0 but

                greater than or
      equal to 0.75 to 1.0

              	 
      	
                0.75

              	
                %

              	 
      	
                1.75

              	
                %

              	 
      	
                0.625

              	
                %

              	 
      
	 
      	
                IV

              	
                less
      than0.75 to 1.0

              	 
      	
                0.50

              	
                %

              	 
      	
                1.50

              	
                %

              	 
      	
                0.500

              	
                %

              	 
      


      

       

           The
Applicable Percentage shall, in each case, be determined and adjusted quarterly
on the date five (5) Business Days after the date on which the
Administrative Agent has received from the Borrower the financial information
and certifications required to be delivered to the Administrative Agent and the
Lenders in accordance with the provisions of Sections 6.1(a) and (b) and
Section 6.2(b) (each an “ Interest Determination
Date ”). Such Applicable Percentage shall be effective from such Interest
Determination Date until the next such Interest Determination Date.
Notwithstanding anything herein to the contrary, until the first Interest
Determination Date occurring after the first full fiscal quarter following the
Closing Date, the initial Applicable Percentage for (a) Revolving Loans
shall be based on Level II and (b) the Commitment Fee shall be based on
Level II. After the Closing Date, if the Borrower shall fail to provide the
quarterly financial information and certifications in accordance with the
provisions of Sections 6.1(a) and (b) and Section 6.2(b), the
Applicable Percentage from such Interest Determination Date shall, on the date
five (5) Business Days after the date by which the Borrower was so required
to provide such financial information and certifications to the Administrative
Agent and the Lenders, be based on Level I until such time as such information
and certifications are provided, whereupon the Level shall be determined by the
then current Consolidated Leverage Ratio. In the event that, prior to the
repayment in full of all outstanding Loans, the termination of all Commitments
and the expiration or cash collateralization of all Letters of Credit, any
financial statement calculation delivered pursuant to Sections 6.1(a) and
(b) and Section 6.2(b) is shown to be inaccurate, and such inaccuracy,
if corrected, would have led to the application of a higher Applicable
Percentage for any period (an “ Applicable Period ”)
than the Applicable Percentage applied for such Applicable Period, the Borrower
shall immediately (i) deliver to the Administrative Agent a corrected
compliance certificate for such Applicable Period, (ii) determine the
Applicable Percentage for such Applicable Period based upon the corrected
compliance certificate, and (iii) immediately pay to the Administrative Agent
the accrued additional interest owing as a result of such increased Applicable
Percentage for such Applicable Period, which payment shall be promptly
distributed by the Administrative Agent to the Lenders entitled
thereto.

       

           “
Assignment and
Assumption ” shall mean an assignment and assumption entered into by a
Lender and an Eligible Assignee (with the consent of any party whose consent is
required by Section 11.6), and accepted by the Administrative Agent, in
substantially the form of Schedule 11.6(c) or
any other form approved by the Administrative Agent.

       

       3

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           “
Bankruptcy Code
” means the Bankruptcy Code in Title 11 of the United States Code, as amended,
modified, succeeded or replaced from time to time.

       

           “
Benefited
Lender ” has the meaning set forth in Section 11.7.

       

           “
Borrower ”
means Dycom Industries, Inc., a Florida corporation, as referenced in the
opening paragraph, its successors and permitted assigns.

       

           “
Business ” has
the meaning set forth in Section 5.15.

       

           “
Business Day ”
means any day other than a Saturday, Sunday or legal holiday on which commercial
banks are open for business in Charlotte, North Carolina and New York, New York;
except that when used in connection with a LIBOR Rate Loan, such day shall also
be a day on which dealings between banks are carried on in London, England in
deposits of Dollars.

       

           “
Capital Lease ”
means, as applied to any Person, any lease of any Property (whether real,
personal or mixed) by that Person as lessee which, in accordance with GAAP, is
or should be accounted for as a capital lease on the balance sheet of that
Person.

       

           “
Cash
Equivalents ” shall mean (a) securities issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than twelve (12) months from the date of acquisition (“ Government
Obligations ”), (b) U.S. dollar denominated (or foreign currency
fully hedged) time deposits, certificates of deposit, Eurodollar time deposits
and Eurodollar certificates of deposit of (y) any domestic commercial bank
of recognized standing having capital and surplus in excess of $250,000,000 or
(z) any bank whose short-term commercial paper rating from S&P is at
least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the
equivalent thereof (any such bank being an “ Approved Bank ”), in
each case with maturities of not more than 364 days from the date of
acquisition, (c) commercial paper and variable or fixed rate notes issued
by any Approved Bank (or by the parent company thereof) or any variable rate
notes issued by, or guaranteed by any domestic corporation rated A-1 (or the
equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or
better by Moody’s and maturing within six (6) months of the date of
acquisition, (d) variable rate demand notes (low floaters) to the extent
such notes may be sold at par upon seven (7) days notice and so long as
such obligations shall have been provided credit support by the issuance of a
letter of credit from an Approved Bank, (e) repurchase agreements with a
bank or trust company (including a Lender) or a recognized securities dealer
having capital and surplus in excess of $500,000,000 for direct obligations
issued by or fully guaranteed by the United States of America and
(f) obligations of any state of the United States or any political
subdivision thereof for the payment of the principal and redemption price of and
interest on which there shall have been irrevocably deposited Government
Obligations maturing as to principal and interest at times and in amounts
sufficient to provide such payment.

       

           “
Change of
Control ” means (a) any Person or two or more Persons acting in
concert shall have acquired “beneficial ownership,” directly or indirectly, of,
or shall have acquired by contract or otherwise, or control over, Voting Stock
of the Borrower (or other securities

       

       4

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      convertible
into such Voting Stock) representing 35% or more of the combined voting power of
all Voting Stock of the Borrower, or (b) Continuing Directors shall cease
for any reason to constitute a majority of the members of the board of directors
of the Borrower then in office. As used herein, “beneficial ownership” shall
have the meaning provided in Rule 13d-3 of the Securities and Exchange
Commission under the Securities Act of 1934.

       

           “
Closing Date ”
means the date hereof.

       

           “
Code ” means
the Internal Revenue Code of 1986, as amended, and any successor statute
thereto, as interpreted by the rules and regulations issued thereunder, in each
case as in effect from time to time. References to sections of the Code shall be
construed also to refer to any successor sections.

       

           “
Collateral Release
Date ” shall mean the date upon which the Borrower’s corporate family
rating from Moody’s and the corporate rating from S&P are at least Baa3 and
BBB-, respectively (in each case with a stable or better outlook) and the
Borrower shall have delivered to the Administrative Agent evidence of such
ratings.

       

           “
Collateral ”
shall have the meaning specified in the Security Documents.

       

           “
Commitment ”
shall mean the Revolving Commitment, the LOC Commitment and the Swingline
Commitment, individually or collectively, as appropriate.

       

           “
Commitment Fee
” has the meaning set forth in Section 3.5(a).

       

           “
Commitment
Percentage ” means, for each Lender, a fraction (expressed as a decimal)
the numerator of which is the Commitment of such Lender at such time and the
denominator of which is the Aggregate Revolving Committed Amount at such time.
The initial Commitment Percentages are set out on Schedule 2.1(a)
..

       

           “
Commitment
Period ” means the period from and including the Closing Date to but not
including the earlier of (a) the Maturity Date, or (b) the date on
which the Commitments terminate in accordance with the provisions of this Credit
Agreement.

       

           “
Commonly Controlled
Entity ” means an entity, whether or not incorporated, that for purposes
of Title IV of ERISA, is under common control with the Borrower within the
meaning of Section 4001 of ERISA or is part of a group which includes the
Borrower and which is treated as a single employer under Section 414 of the
Code.

       

           “
Consolidated Capital
Expenditures ” shall mean, for any period, all capital expenditures of
the Borrower and its Subsidiaries (other than Unrestricted Subsidiaries) on a
consolidated basis for such period, as determined in accordance with GAAP. The
term “Consolidated Capital Expenditures” shall not include capital expenditures
in respect of the reinvestment of proceeds derived from Recovery Events received
by the Borrower and its Subsidiaries to the extent that such reinvestment is
permitted under the Credit Documents.

       

       5

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           “
Consolidated Capital
Proceeds ” means, for the applicable period, the proceeds from the sale
of property, plant or equipment and other fixed assets of the Borrower and its
Restricted Subsidiaries on a consolidated basis as determined in accordance with
GAAP.

       

           “
Consolidated
EBITDA ” means, for the applicable period, the sum of
(a) Consolidated Net Income for such period, plus (b) an
amount which, in the determination of Consolidated Net Income for such period,
has been deducted for (i) the Consolidated Interest Expense for such period
deducted in determining Consolidated Net Income, (ii) the income tax
expense for such period deducted in determining Consolidated Net Income,
(iii) the aggregate amount of the depreciation expense and amortization
expense for such period to the extent deducted in determining Consolidated Net
Income, (iv) any extraordinary items of loss (or minus any
extraordinary items of gain) for such period recorded in determining
Consolidated Net Income, (v) any non-cash impairment charges for such
period recorded in determining Consolidated Net Income, (vi) any non-cash
losses (or minus any non-cash
gains) for such period recorded in determining Consolidated Net Income and
(vii) any stock based compensation expense for such period recorded in
determining Consolidated Net Income, in each case determined for the Borrower
and its Subsidiaries (other than Unrestricted Subsidiaries) on a consolidated
basis in accordance with GAAP and subject to Section 1.4. Unless expressly
indicated otherwise, the applicable period shall be for the four consecutive
fiscal quarters ending as of the date of computation.

       

           “
Consolidated Funded
Debt ” means Funded Debt of the Borrower and its Subsidiaries (other than
Unrestricted Subsidiaries) on a consolidated basis.

       

           “
Consolidated Interest
Expense ” means, for the applicable period, all interest expense
(excluding amortization of debt discount and premium but including the interest
component under Capital Leases) of the Borrower and its Subsidiaries (other than
Unrestricted Subsidiaries) for such period. Unless expressly indicated
otherwise, the applicable period shall be for the four (4) consecutive fiscal
quarters ending most recently prior to the date of computation.

       

           “
Consolidated Leverage
Ratio ” means the ratio of (a) Consolidated Funded Debt on the date
of computation to (b) Consolidated EBITDA for the applicable period ending
on the date of computation. Unless expressly indicated otherwise, the applicable
period shall be for the four (4) consecutive fiscal quarters ending most
recently prior to the date of computation.

       

           “
Consolidated Net
Income ” means, for the applicable period, net income of the Borrower and
its Subsidiaries (other than Unrestricted Subsidiaries) on a consolidated basis.
Unless expressly indicated otherwise, the applicable period shall be for the
four (4) consecutive fiscal quarters ending most recently prior to the date
of computation.

       

           “
Consolidated Total
Assets ” means, on the date of computation, the amount of the Borrower’s
consolidated total assets, determined for the Borrower and its Subsidiaries
(other than Unrestricted Subsidiaries) on a consolidated basis in accordance
with GAAP.

       

           “
Consolidated Total
Tangible Assets ” means, on the date of computation, (a) the amount
of the Borrower’s consolidated total assets minus (b) the
amount of the Borrower’s consolidated

       

       6

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      intangible
assets, including, without limitation, deferred costs associated with goodwill,
intangible assets, intellectual property, franchises, organizational expenses,
deferred financing charges, debt acquisition costs, start-up costs, pre-opening
costs, prepaid pension costs or any other deferred charges, in each case
determined for the Borrower and its Subsidiaries on a consolidated basis in
accordance with GAAP.

       

           “
Consolidated Total
Tangible Net Worth ” means, as of any date of computation, (i)
Consolidated Total Tangible Assets minus (ii) the
total liabilities of the Borrower and its Subsidiaries on a consolidated basis
as determined in accordance with GAAP.

       

           “
Contractual
Obligation ” means, as to any Person, any provision of any security
issued by such Person or of any agreement, instrument or undertaking to which
such Person is a party or by which it or any of its property is
bound.

       

           “
Control ” shall
mean the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise. “ Controlling ” and “
Controlled ”
have meanings correlative thereto.

       

           “
Continuing
Directors ” means, during any period of up to twenty-four
(24) consecutive months commencing after the Closing Date, individuals who
at the beginning of such twenty-four (24) month period were directors of the
Borrower (together with any new director whose election by the Borrower’s board
of directors or whose nomination for election by the Borrower’s shareholders was
approved by a vote of at least a majority of the directors then still in office
who either were directors at the beginning of such period or whose election or
nomination for election was previously so approved).

       

           “
Credit
Agreement ” means this Credit Agreement, as amended, modified or
supplemented from time to time in accordance with its terms.

       

           “
Credit
Documents ” means a collective reference to this Credit Agreement, the
Security Documents, the Notes, any Joinder Agreement, the Fee Letter, the LOC
Documents and any certificate issued or delivered hereunder or thereunder or
pursuant hereto or thereto (other than any agreement, document, certificate or
instrument related to a Secured Hedging Agreement).

       

           “
Credit Party ”
means any of the Borrower or the Guarantors.

       

           “
Credit Party
Obligations ” means, without duplication, (a) all of the obligations
of the Credit Parties to the Lenders and the Administrative Agent, whenever
arising, under this Credit Agreement, the Notes or any of the other Credit
Documents (including, but not limited to, any interest accruing after the
occurrence of a filing of a petition of bankruptcy under the Bankruptcy Code
with respect to any Credit Party, regardless of whether such interest is an
allowed claim under the Bankruptcy Code) and (b) all liabilities and
obligations, whenever arising, owing from any Credit Party or any of its
Restricted Subsidiaries to any Lender or any Hedging Agreement Provider, arising
under any Secured Hedging Agreement permitted pursuant to
Section 7.1.

       

       7

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           “
Default ” means
any event, act or condition which with notice or lapse of time, or both, would
constitute an Event of Default.

       

           “
Defaulting
Lender ” means, at any time, any Lender that, at such time, (a) has
failed to make a Loan required pursuant to the terms of this Credit Agreement
(including the funding of a Participation Interest in accordance with the terms
hereof), (b) has failed to pay to the Administrative Agent or any Lender an
amount owed by such Lender pursuant to the terms of the Credit Agreement or any
other of the Credit Documents, or (c) has been deemed insolvent or has
become subject to a bankruptcy or insolvency proceeding or to a receiver,
trustee or similar proceeding.

       

           “
Dollars ” and “
$ ” means
dollars in lawful currency of the United States of America.

       

           “
Domestic Lending
Office ” means, initially, the office of each lender designated as such
Lender’s Domestic Lending Office shown on such Lender’s Administrative
Questionnaire; and thereafter, such other office of such Lender as such Lender
may from time to time specify to the Administrative Agent and the Borrower as
the office of such Lender at which Alternate Base Rate Loans of such Lender are
to be made.

       

           “
Domestic
Subsidiary ” means any Subsidiary that is organized and existing under
the laws of the United States or any state or commonwealth thereof or under the
laws of the District of Columbia and that is not a controlled foreign
corporation under Section 957 of the Internal Revenue Code.

       

           “
Eligible
Assignee ” shall mean (a) a Lender, (b) an Affiliate of a
Lender and (c) any other Person (other than a natural person) approved by
(i) the Administrative Agent, (ii) in the case of any assignment of a
Revolving Commitment, the Issuing Lender and (iii) unless an Event of
Default has occurred and is continuing, the Borrower (each such approval not to
be unreasonably withheld or delayed); provided that
notwithstanding the foregoing, “Eligible Assignee” shall not include any Credit
Party or any of the Credit Party’s Affiliates or Subsidiaries.

       

           “
Environmental
Laws ” means any and all applicable foreign, Federal, state, local or
municipal laws, rules, orders, regulations, statutes, ordinances, codes,
decrees, legally enforceable requirements of any Governmental Authority or other
Requirement of Law (including common law) regulating, relating to or imposing
liability or standards of conduct concerning protection of human health or the
environment, as now or may at any time be in effect during the term of this
Credit Agreement.

       

           “
Equity
Interests ” shall mean (a) in the case of a corporation, capital
stock, (b) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of capital stock, (c) in the case of a partnership, partnership
interests (whether general, preferred or limited), (d) in the case of a
limited liability company, membership interests and (e) any other interest
or participation that confers or could confer on a Person the right to receive a
share of the profits and losses of, or distributions of assets of,
the

       

       8

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      issuing
Person, including, without limitation, options, warrants and any other “equity
security” as defined in Rule 3a11-1 of the Securities Exchange Act of 1934,
as amended.

       

           “
Equity Issuance
” shall mean any issuance by the Borrower or any Restricted Subsidiary to any
Person which is not (a) a Credit Party, (b) a wholly-owned Restricted
Subsidiary of the Borrower or (c) any employee, officer or director (or
person performing similar functions) of the Borrower or any of its Subsidiaries
in connection with a stock plan or compensation arrangement of (i) shares
of its Equity Interests, (ii) any shares of its Equity Interests pursuant
to the exercise of options or warrants or (iii) any shares of its Equity
Interests pursuant to the conversion of any debt securities to
equity.

       

           “
ERISA ” means
the Employee Retirement Income Security Act of 1974, as amended from time to
time as interpreted by the rules and regulations issued thereunder, in each case
as in effect from time to time. References to sections of ERISA shall be
construed also to refer to any successor sections.

       

           “
Eurodollar Reserve
Percentage ” means for any day, the percentage (expressed as a decimal
and rounded upwards, if necessary, to the next higher 1/100th of 1%) which is in
effect for such day as prescribed by the Federal Reserve Board (or any
successor) for determining the maximum reserve requirement (including without
limitation any basic, supplemental or emergency reserves) in respect of
Eurocurrency liabilities, as defined in Regulation D of such Board as in
effect from time to time, or any similar category of liabilities for a member
bank of the Federal Reserve System in New York City.

       

           “
Event of
Default ” means such term as defined in Section 8.1.

       

           “
Existing Credit
Agreement ” means that certain Credit Agreement, dated as of December 21,
2004, among the Borrower, the guarantors party thereto, the lenders party
thereto and Wachovia Bank, National Association, as administrative agent, as
amended and modified.

       

           “
Existing Letters of
Credit ” means the letters of credit outstanding on the Closing Date and
identified on Schedule 1.1-C
hereto.

       

           “
Extending
Lender ” shall have the meaning set forth in
Section 3.16.

       

           “
Extension of
Credit ” shall mean, as to any Lender, the making of a Loan by such
Lender, any conversion of a Loan from one Type to another Type, any extension of
any Loan or the issuance of, or participation in, a Letter of Credit by such
Lender.

       

           “
Extension Date
” shall have the meaning set forth in Section 3.16.

       

           “
Fee Letter ”
means that certain letter agreement, dated as of July 24, 2008, among
Wachovia, Wachovia Capital Markets, LLC and the Borrower, as amended, modified,
supplemented or replaced from time to time.

       

           “
Fees ” means
all fees payable pursuant to Section 3.5.

       

       9

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           “
Federal Funds
Rate ” means, for any day, the rate of interest per annum (rounded
upwards, if necessary, to the nearest whole multiple of 1/100 of 1%) equal to
the weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System of the United States arranged by Federal
funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day, provided that
(a) if such day is not a Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the next preceding Business Day and
(b) if no such rate is so published on such next preceding Business Day,
the Federal Funds Rate for such day shall be the average rate quoted to the
Administrative Agent on such day on such transactions as reasonably determined
by the Administrative Agent.

       

           “
First Extension
Date ” shall have the meaning set forth in
Section 3.16.

       

           “
Fronting Fee ”
shall have the meaning set forth in Section 3.5(b).

       

           “
Foreign
Subsidiary ” means any Subsidiary that is not a Domestic
Subsidiary.

       

           “
Funded Debt ”
means, with respect to any Person, without duplication, (a) all obligations
of such Person for borrowed money, (b) all obligations of such Person
evidenced by bonds, debentures, notes or similar instruments, or upon which
interest payments are customarily made, (c) all obligations of such Person
under conditional sale or other title retention agreements relating to property
purchased by such Person (other than customary reservations or retentions of
title under agreements with suppliers entered into in the ordinary course of
business), (d) all obligations of such Person incurred, issued or assumed
as the deferred purchase price of property or services purchased by such Person
(other than trade debt incurred in the ordinary course of business and due
within six (6) months of the incurrence thereof) which would appear as
liabilities on a balance sheet of such Person, (e) the principal portion of
all obligations of such Person under Capital Leases, (f) all net
obligations of such Person under Hedging Agreements, excluding any portion
thereof which would be accounted for as interest expense under GAAP,
(g) the maximum amount of all letters of credit issued or bankers’
acceptances facilities created for the account of such Person and, without
duplication, all drafts drawn thereunder (to the extent unreimbursed),
(h) all preferred Equity Interests issued by such Person and which by the
terms thereof could be (at the request of the holders thereof or otherwise)
subject to mandatory sinking fund payments prior to the date six (6) months
after the Maturity Date, redemption prior to the date six (6) months after the
Maturity Date or other acceleration, (i) the principal balance outstanding
under any synthetic lease, tax retention operating lease, off-balance sheet loan
or similar off-balance sheet financing product, (j) all Indebtedness of
others of the type described in clauses (a) through (i) hereof secured by
(or for which the holder of such Indebtedness has an existing right, contingent
or otherwise, to be secured by) any Lien on, or payable out of the proceeds of
production from, property owned or acquired by such Person, whether or not the
obligations secured thereby have been assumed, provided that so long as such
Indebtedness is non-recourse to such Person, only the portion of such
obligations which is secured shall constitute Indebtedness hereunder,
(k) all Guaranty Obligations of such Person with respect to Indebtedness of
another Person of the type described in clauses (a) through
(i) hereof, and (l) all Indebtedness of the type described in clauses
(a) through (i) hereof of any partnership or

       

       10

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      unincorporated
joint venture in which such Person is a general partner or a joint venturer;
provided ,
however , that
Funded Debt shall not include Indebtedness among the Credit Parties to the
extent such Indebtedness would be eliminated on a consolidated
basis.

       

           “
GAAP ” means
generally accepted accounting principles in the United States applied on a
consistent basis and subject to the terms of Section 1.4
hereof.

       

           “
Government Acts
” has the meaning set forth in Section 3.14.

       

           “
Governmental
Authority ” means any nation or government, any state or other political
subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to
government.

       

           “
Guarantors ”
means (a) any of the Domestic Subsidiaries identified as a “Guarantor” on
the signature pages hereto and (b) any Person which executes a Joinder
Agreement in accordance with the terms of this Credit Agreement, together with
their successors and permitted assigns.

       

           “
Guaranty ”
means the guaranty of the Guarantors set forth in Section 10.

       

           “
Guaranty
Obligations ” means, with respect to any Person, without duplication, any
obligations of such Person (other than endorsements in the ordinary course of
business of negotiable instruments for deposit or collection) guaranteeing or
intended to guarantee any Indebtedness of any other Person in any manner,
whether direct or indirect, and including without limitation any obligation,
whether or not contingent, (a) to purchase any such Indebtedness or any
property constituting security therefor, (b) to advance or provide funds or
other support for the payment or purchase of any such Indebtedness or to
maintain working capital, solvency or other balance sheet condition of such
other Person (including without limitation keep well agreements, maintenance
agreements, comfort letters or similar agreements or arrangements) for the
benefit of any holder of Indebtedness of such other Person, (c) to lease or
purchase Property, securities or services primarily for the purpose of assuring
the holder of such Indebtedness, or (d) to otherwise assure or hold
harmless the holder of such Indebtedness against loss in respect thereof. The
amount of any Guaranty Obligation hereunder shall (subject to any limitations
set forth therein) be deemed to be an amount equal to the outstanding principal
amount (or maximum principal amount, if larger) of the Indebtedness in respect
of which such Guaranty Obligation is made.

       

           “
Hedging
Agreement ” means, with respect to any Person, any agreement entered into
to protect such Person against fluctuations in interest rates, or currency or
raw materials values, including, without limitation, any interest rate swap, cap
or collar agreement or similar arrangement between such Person and one or more
counterparties, any foreign currency exchange agreement, currency protection
agreements, commodity purchase or option agreements or other interest or
exchange rate or commodity price hedging agreements.

       

           “
Hedging Agreement
Provider ” means any Person that enters into a Hedging Agreement with a
Credit Party or any Restricted Subsidiary that is permitted by Section 7.1
to the extent such Person is a (a) Lender, (b) an Affiliate of a
Lender or (c) any other Person that was a Lender

       

       11

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      (or an
Affiliate of a Lender) at the time it entered into the Hedging Agreement but has
ceased to be a Lender (or whose Affiliate has ceased to be a Lender) under the
Credit Agreement.

       

           “
Immaterial Domestic
Subsidiary ” means any Domestic Subsidiary of the Borrower that is not a
Material Domestic Subsidiary.

       

           “
Immaterial Foreign
Subsidiary ” means any Foreign Subsidiary of the Borrower that is not a
Material Foreign Subsidiary.

       

           “
Immaterial
Guarantor ” means any Guarantor that is not a Material Domestic
Subsidiary, and is (a) not required to be a Guarantor under
Section 6.9 and (b) designated as an “Immaterial Guarantor” on Schedule 5.11 ,
as such schedule may be amended from time to time.

       

           “
Indebtedness ”
means, with respect to any Person, without duplication, (a) all obligations
of such Person for borrowed money, (b) all obligations of such Person
evidenced by bonds, debentures, notes or similar instruments, or upon which
interest payments are customarily made, (c) all obligations of such Person
under conditional sale or other title retention agreements relating to property
purchased by such Person (other than customary reservations or retentions of
title under agreements with suppliers entered into in the ordinary course of
business), (d) all obligations of such Person issued or assumed as the
deferred purchase price of property or services purchased by such Person (other
than trade debt incurred in the ordinary course of business and due within six
(6) months of the incurrence thereof) which would appear as liabilities on
a balance sheet of such Person, (e) all obligations of such Person under
take-or-pay or similar arrangements or under commodities agreements,
(f) all Indebtedness of others secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien on, or payable out of the proceeds of production from, property owned
or acquired by such Person, whether or not the obligations secured thereby have
been assumed, provided that so long as such Indebtedness is non-recourse to such
Person, only the portion of such obligations which is secured shall constitute
Indebtedness hereunder, (g) all Guaranty Obligations of such Person with
respect to Indebtedness of another Person, (h) the principal portion of all
obligations of such Person under Capital Leases, (i) all net obligations of
such Person under Hedging Agreements, (j) the maximum amount of all letters
of credit issued or bankers’ acceptances facilities created for the account of
such Person and, without duplication, all drafts drawn thereunder (to the extent
unreimbursed), (k) all preferred Equity Interests issued by such Person and
which by the terms thereof could be (at the request of the holders thereof or
otherwise) subject to mandatory sinking fund payments prior to the date six
(6) months after the Maturity Date, redemption prior to the date six
(6) months after the Maturity Date or other acceleration, (l) the
principal balance outstanding under any synthetic lease, tax retention operating
lease, off-balance sheet loan or similar off-balance sheet financing product,
and (m) the Indebtedness of any partnership or unincorporated joint venture
in which such Person is a general partner or a joint venturer.

       

           “
Indemnified
Liabilities ” has the meaning set forth in
Section 11.5.

       

           “
Insolvency ”
means, with respect to any Multiemployer Plan, the condition that such Plan is
insolvent within the meaning of such term as used in Section 4245 of
ERISA.

       

       12

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           “
Interest Coverage
Ratio ” means, for the applicable period, the ratio of (a) (i)
Consolidated EBITDA for such period minus
(ii) Consolidated Capital Expenditures for such period plus
(iii) Consolidated Capital Proceeds to (b) Consolidated Interest
Expense paid or payable in cash during such period. Unless expressly indicated
otherwise, the applicable period shall be for the four (4) consecutive
quarters ending on the date of computation.

       

           “
Interest Payment
Date ” means (a) as to any Alternate Base Rate Loan, the last day of
each March, June, September and December and on the Maturity Date, (b) as
to any LIBOR Rate Loan having an Interest Period of three (3) months or
less, the last day of such Interest Period, and (c) as to any LIBOR Rate
Loan having an Interest Period longer than three (3) months, each day which
is three (3) months after the first day of such Interest Period and the
last day of such Interest Period.

       

           “
Interest Period
” shall mean, with respect to any LIBOR Rate Loan,

       

           (a) initially,
the period commencing on the date of the applicable Extension of Credit or
conversion date, as the case may be, with respect to such LIBOR Rate Loan and
ending one, two, three, or, subject to availability to all applicable Lenders,
six months thereafter as selected by the Borrower in the Notice of Borrowing or
Notice of Extension/Conversion given with respect thereto; and

       

           (b)
thereafter, each period commencing on the last day of the immediately preceding
Interest Period applicable to such LIBOR Rate Loan and ending one, two, three
or, subject to availability to all applicable Lenders, six months thereafter as
selected by the Borrower by irrevocable notice to the Administrative Agent not
less than three Business Days prior to the last day of the then current Interest
Period with respect thereto; provided that the
foregoing provisions are subject to the following:

       

           (i)
if any Interest Period pertaining to a LIBOR Rate Loan would otherwise end on a
day that is not a Business Day, such Interest Period shall be extended to the
next succeeding Business Day unless the result of such extension would be to
extend such Interest Period into another calendar month in which event such
Interest Period shall end on the immediately preceding Business
Day;

       

           (ii)
any Interest Period pertaining to a LIBOR Rate Loan that begins on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period)
shall end on the last Business Day of the relevant calendar month;

       

           (iii)
if the Borrower shall fail to give notice as provided above, the Borrower shall
be deemed to have selected an Alternate Base Rate Loan to replace the affected
LIBOR Rate Loan;

       

           (iv)
no Interest Period in respect of any Loan shall extend beyond the Maturity Date;
and

       

       13

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           (v)
no more than seven (7) LIBOR Rate Loans may be in effect at any time. For
purposes hereof, LIBOR Rate Loans with different Interest Periods shall be
considered as separate LIBOR Rate Loans, even if they shall begin on the same
date and have the same duration, although borrowings, extensions and conversions
may, in accordance with the provisions hereof, be combined at the end of
existing Interest Periods to constitute a new LIBOR Rate Loan with a single
Interest Period.

       

           “
Investment ”
means all investments, in cash or by delivery of property made, directly or
indirectly in, to or from any Person, whether by acquisition of shares of Equity
Interests, property, assets, indebtedness or other obligations or securities or
by loan advance, capital contribution or otherwise.

       

           “
Issuing Lender
” means Wachovia.

       

           “
Issuing Lender
Fees ” has the meaning set forth in Section 3.5(c).

       

           “
Joinder
Agreement ” means a Joinder Agreement in substantially the form of Schedule 6.9 ,
executed and delivered by each Person required to become a Guarantor in
accordance with the provisions of Section 6.9.

       

           “
Lead Arrangers
” means Wachovia Capital Markets, LLC and Banc of America Securities LLC,
together with their respective successors and assigns.

       

           “
Lenders ” means
each of the Persons identified as a “Lender” on the signature pages hereto, and
their successors and assigns.

       

           “
Letters of
Credit ” shall mean the Existing Letters of Credit and the letters of
credit issued by the Issuing Lender pursuant to the terms hereof, as such
Letters of Credit may be amended, restated, modified, extended, renewed or
replaced from time to time.

       

           “
Letter of Credit
Fee ” shall have the meaning set forth in
Section 3.5(b).

       

           “
LIBOR ” shall
mean, for any LIBOR Rate Loan for any Interest Period therefor, the rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on
Reuters Screen LIBOR01 Page (or any successor page) as the London interbank
offered rate for deposits in Dollars at approximately 11:00 A.M. (London
time) two (2) Business Days prior to the first day of such Interest Period
for a term comparable to such Interest Period. If for any reason such rate is
not available, then “LIBOR” shall mean the rate per annum at which, as
determined by the Administrative Agent in accordance with its customary
practices, Dollars in an amount comparable to the Loans then requested are being
offered to leading banks at approximately 11:00 A.M. London time, two (2)
Business Days prior to the commencement of the applicable Interest Period for
settlement in immediately available funds by leading banks in the London
interbank market for a period equal to the Interest Period
selected.

       

       14

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           “
LIBOR Lending
Office ” means, initially, the office of each Lender designated as such
Lender’s LIBOR Lending Office shown on such Lender’s Administrative
Questionnaire; and thereafter, such other office of such Lender as such Lender
may from time to time specify to the Administrative Agent and the Borrower as
the office of such Lender at which the LIBOR Rate Loans of such Lender are to be
made.

       

           “
LIBOR Rate ”
means a rate per annum (rounded upwards, if necessary, to the next higher
1/100th of 1%) determined by the Administrative Agent pursuant to the following
formula:

      
        	 	 	 	 	 	 	 
	      LIBOR Rate	 
      	 
      

                =

              	 
      	 
      LIBOR	 
      	 
      
	
                   

              	 
      	
                 

              	 
      	
                1.00
      - Eurodollar Reserve Percentage

              	 
      	 
      


      

       

           “
LIBOR Rate Loan
” means any Loan bearing interest at a rate determined by reference to the LIBOR
Rate.

       

           “
Lien ” means
any mortgage, pledge, hypothecation, assignment, deposit arrangement, security
interest, encumbrance, lien (statutory or otherwise), preference, priority or
charge of any kind (including any conditional sale or other title retention
agreement, any financing or similar statement or notice filed under the Uniform
Commercial Code as adopted and in effect in the relevant jurisdiction or other
similar recording or notice statute, and any lease in the nature
thereof).

       

           “
Loan ” or “
Loans ” means
any Revolving Loan and/or Swingline Loan, as appropriate.

       

           “
LOC Commitment
” shall mean the commitment of the Issuing Lender to issue Letters of Credit and
with respect to each Lender, the commitment of such Lender to purchase
participation interests in the Letters of Credit up to such Lender’s LOC
Committed Amount as specified in Schedule 2.1(a)
, as such amount may be reduced from time to time in accordance with the
provisions hereof.

       

           “
LOC Committed
Amount ” shall mean, collectively, the aggregate amount of all of the LOC
Commitments of the Lenders to issue and participate in Letters of Credit as
referenced in Section 2.2 and, individually, the amount of each Lender’s
LOC Commitment as specified in Schedule 2.1(a)
..

       

           “
LOC Documents ”
shall mean, with respect to any Letter of Credit, such Letter of Credit, any
amendments thereto, any documents delivered in connection therewith, any
application therefor, and any agreements, instruments, guarantees or other
documents (whether general in application or applicable only to such Letter of
Credit) governing or providing for (a) the rights and obligations of the
parties concerned or (b) any Collateral for such obligations.

       

           “
LOC Obligations
” shall mean, at any time, the sum of (a) the maximum amount which is, or
at any time thereafter may become, available to be drawn under Letters of Credit
then outstanding, assuming compliance with all requirements for drawings
referred to in such Letters of Credit plus (b) the
aggregate amount of all drawings under Letters of Credit honored by the Issuing
Lender but not theretofore reimbursed.

       

       15

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           “
Mandatory
Borrowing ” has the meaning set forth in
Section 2.2(e).

       

           “
Material Adverse
Effect ” means a material adverse effect on (a) the business,
assets, condition (financial or otherwise) or liabilities (financial or
otherwise) of the Credit Parties and their Subsidiaries (other than Unrestricted
Subsidiaries) taken as a whole, (b) the ability of the Credit Parties,
taken as a whole, to perform their obligations, when such obligations are
required to be performed, under this Credit Agreement, any of the Notes or any
other Credit Document or (c) the validity or enforceability of this Credit
Agreement, any of the Notes or any of the other Credit Documents or the material
rights or remedies of the Administrative Agent or the Lenders hereunder or
thereunder.

       

           “
Material Foreign
Subsidiary ” means any Foreign Subsidiary of the Borrower that is a
Restricted Subsidiary that either: (a) owns assets having a book value
equal to or greater than 5% of Consolidated Total Assets or (b) that
accounted for Consolidated EBITDA for the most recently ended period of four
consecutive fiscal quarters equal to or greater than 5% of Consolidated EBITDA
for the same four fiscal quarter period.

       

           “
Material Domestic
Subsidiary ” means any Domestic Subsidiary of the Borrower that is a
Restricted Subsidiary that either: (a) owns assets having a book value
equal to or greater than 5% of Consolidated Total Assets or (b) that
accounted for Consolidated EBITDA for the most recently ended period of four
consecutive fiscal quarters equal to or greater than 5% of Consolidated EBITDA
for the same four fiscal quarter period.

       

           “
Material
Contract ” means any contract or other arrangement, to which the Borrower
or any of its Subsidiaries is a party as to which contract the breach,
nonperformance or cancellation of such contract by any party thereto could
reasonably be expected to have a Material Adverse Effect.

       

           “
Materials of
Environmental Concern ” means any gasoline or petroleum (including crude
oil or any fraction thereof) or petroleum products or any hazardous or toxic
substances, materials, or wastes, defined or regulated as such in or under any
Environmental Law, including, without limitation, asbestos, polychlorinated
biphenyls and urea-formaldehyde insulation.

       

           “
Maturity Date ”
means the later of (a) the third anniversary of the Closing Date and
(b) if maturity is extended pursuant to Section 3.16, such extended
maturity date as determined pursuant to such Section.

       

           “
Moody’s ” means
Moody’s Investors Service, Inc., or any successor or assignee of the business of
such company in the business of rating securities.

       

           “
Multiemployer
Plan ” means a Plan which is a multiemployer plan as defined in Section
4001(a)(3) of ERISA, to which the Borrower or any Commonly Controlled Entity is
making or accruing an obligation to make contributions or has within any of the
preceding five (5) Plan years made or accrued an obligation to make
contributions.

       

       16

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           “
Non-Extending
Lender ” shall have the meaning set forth in
Section 3.16.

       

           “
Note ” or “
Notes ” means
the Revolving Notes and/or the Swingline Note, collectively or individually, as
appropriate.

       

           “
Notice Date ”
shall have the meaning set forth in Section 3.16.

       

           “
Notice of
Borrowing ” means a written notice of borrowing in substantially the form
of Schedule 2.1(b)(i)
, as required by Section 2.1(b)(i).

       

           “
Notice of
Extension/Conversion ” means the written notice of extension or
conversion in substantially the form of Schedule 3.2 ,
as required by Section 3.2.

       

           “
OFAC ” shall
mean the U.S. Department of the Treasury’s Office of Foreign Assets
Control.

       

           “
Participation
Interest ” means the purchase by a Lender of a participation interest in
Letters of Credit as provided in Section 2.2 and in Swingline Loans as
provided in Section 2.3.

       

           “
Participant ”
shall have the meaning set forth in Section 11.6(d).

       

           “
Patriot Act ”
shall have the meaning set forth in Section 11.18.

       

           “
PBGC ” means
the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of
Title IV of ERISA.

       

           “
Permitted
Acquisition ” means any acquisition or any series of related acquisitions
by a Credit Party of the assets or a majority of the Voting Stock of a Person
that is incorporated, formed or organized in the United States, or any division,
line of business or other business unit of a Person that is incorporated, formed
or organized in the United States or Canada (such Person or such division, line
of business or other business unit of such Person referred to herein as the “
Target ”), in
each case that is a type of business (or assets used in a type of business)
permitted to be engaged in by the Credit Parties and their Subsidiaries pursuant
to Section 7.3 hereof, so long as (a) no Default or Event of Default
shall then exist or would exist after giving effect thereto, (b) the Credit
Parties shall demonstrate to the reasonable satisfaction of the Administrative
Agent and the Required Lenders that (i) the Credit Parties will be in
compliance on a Pro Forma Basis with all of the terms and provisions of the
financial covenants set forth in Section 6.7 as of the end of the most
recently ended fiscal quarter and (ii) the Consolidated Leverage Ratio
shall be less than or equal to 2.75 to 1.0 after giving effect to such
acquisition, (c) such acquisition is not a “hostile” acquisition and has
been approved by the Board of Directors and/or shareholders of the applicable
Credit Party and the Target, (d) the Credit Parties shall have complied to
the reasonable satisfaction of the Administrative Agent with the documentation
requirements in Section 6.2(e) and (e) the Credit Parties shall have
on a Pro Forma Basis after giving effect to such Permitted Acquisition,
unrestricted cash and/or availability under the Aggregate Revolving Committed
Amount (which the Borrower could borrow without causing an Event of Default) in
an aggregate amount of at least $40,000,000.

       

       17

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           “
Permitted
Investments ” means:

       

                (a) cash
and Cash Equivalents and other Investments existing as of the Closing Date and
set forth on Schedule 1.1-D
;

       

                (b) receivables
owing to the Borrower or any of its Subsidiaries or any receivables and advances
to suppliers, in each case if created, acquired or made in the ordinary course
of business and payable or dischargeable in accordance with customary trade
terms;

       

                (c) Investments
in and loans by any Credit Party to any other Credit Party;

       

                (d) loans
and advances to officers, directors and employees in the ordinary course of
business in an aggregate amount not to exceed $1,000,000 at any time
outstanding; provided that such
loans and advances shall comply with all applicable Requirements of
Law;

       

                (e) Investments
(including debt obligations) received in connection with the bankruptcy or
reorganization of suppliers and customers and in settlement of delinquent
obligations of, and other disputes with, customers and suppliers arising in the
ordinary course of business;

       

                (f) Investments,
acquisitions or transactions permitted under
Section 7.4(b)(ii)(B);

       

                (g) Permitted
Acquisitions;

       

                (h) Investments
in Hedging Agreements to the extent permitted by
Section 7.1(e);

       

                (i) Investments
(i) in Unrestricted Subsidiaries in an aggregate amount not to exceed
$35,000,000 during the term of this Agreement, calculated using the book value
of such Investment as of the date when made and (ii) in non-wholly owned
Restricted Subsidiaries, in an aggregate amount not to exceed $10,000,000
outstanding at any time;

       

                (j) (i) Investments
in wholly owned Restricted Subsidiaries that are Domestic Subsidiaries and
(ii) Investments in wholly owned Restricted Subsidiaries that are Foreign
Subsidiaries in an aggregate amount not to exceed $15,000,000 outstanding at any
time; and

       

                (k) additional
loan advances and/or Investments of a nature not contemplated by the foregoing
clauses hereof; provided that such
loans, advances and/or Investments made pursuant to this clause shall not exceed
an aggregate amount of $15,000,000 outstanding at any time.

       

       18

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           “
Permitted Liens
” means:

       

                (a) Liens
in favor of a Hedging Agreement Provider in connection with Secured Hedging
Agreements permitted under Section 7.1(e);

       

                (b) Liens
securing purchase money Indebtedness and Capital Lease Obligations to the extent
permitted under Section 7.1(c); provided, that (i) any such Lien
attaches to such property concurrently with or within sixty (60) days after
the acquisition thereof and (ii) such Lien attaches solely to the property so
acquired in such transaction;

       

                (c) Liens
for taxes, assessments, charges or other governmental levies not yet due or as
to which the period of grace, if any, related thereto has not expired or which
are being contested in good faith by appropriate proceedings, provided that
adequate reserves with respect thereto are maintained on the books of the
Borrower or its Restricted Subsidiaries, as the case may be, in conformity with
GAAP;

       

                (d) carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business which are not overdue for a period of
more than sixty (60) days or which are being contested in good faith by
appropriate proceedings;

       

                (e) pledges
or deposits in connection with workers’ compensation, unemployment insurance and
other social security legislation and deposits securing liability to insurance
carriers under insurance or self-insurance arrangements incurred in the ordinary
course of business;

       

                (f) deposits
to secure the performance of bids, trade contracts (other than for borrowed
money), leases, statutory obligations, surety and appeal bonds, performance
bonds and other obligations of a like nature incurred in the ordinary course of
business;

       

                (g) Liens
existing on the Closing Date and set forth on Schedule 1.1-B ;
provided that no such Lien shall at any time be extended to cover property or
assets other than the property or assets subject thereto on the Closing
Date;

       

                (h) easements,
rights-of-way, restrictions (including zoning restrictions), minor defects or
irregularities in title and other similar charges or encumbrances not, in any
material respect, impairing the use of the encumbered Property for its intended
purpose;

       

                (i) any
extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any Lien referred to in the foregoing
clauses; provided that such
extension, renewal or replacement Lien shall be limited to all or a part of the
property which secured the Lien so extended, renewed or replaced;

       

       19

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

                (j) Liens
securing Indebtedness incurred pursuant to Section 7.1(i), provided that
such Liens do not secure obligations in excess of $25,000,000 in the aggregate
at any time outstanding;

       

                (k) bankers’
Liens, rights of setoff and other similar Liens existing solely with respect to
cash and Cash Equivalents on deposit in one or more accounts maintained by any
Credit Party arising in the ordinary course of business from netting services,
overdraft protection, cash management obligations and otherwise in connection
with the maintenance of deposit, securities and commodities
accounts;

       

                (l) Liens
on property of a Person existing at the time such Person is merged into or
consolidated with the Borrower or any Subsidiary of the Borrower or becomes a
Subsidiary of the Borrower; provided that
(i) such Liens were not created in contemplation of such merger,
consolidation or investment and do not extend to any assets other than those of
the Person merged into or consolidated with the Borrower or such Subsidiary or
acquired by the Borrower or such Subsidiary and (ii) such Liens do not
secure obligations in excess of $50,000,000 in the aggregate at any time
outstanding; and

       

                (m) other
Liens not described above, provided that such Liens do not secure obligations in
excess of $15,000,000 in the aggregate at any time outstanding.

       

           “
Person ” means
any individual, partnership, joint venture, firm, corporation, limited liability
company, association, trust or other enterprise (whether or not incorporated) or
any Governmental Authority.

       

           “
Plan ” means a
Single Employer Plan or a Multiple Employer Plan.

       

           “
Pledge
Agreement ” shall mean the Pledge Agreement dated as of the Closing Date
executed by the Credit Parties in favor of the Administrative Agent, for the
benefit of the Secured Parties, as the same may from time to time be amended,
modified, extended, restated, replaced, or supplemented in accordance with the
terms hereof and thereof.

       

           “
Prime Rate ”
means the rate of interest per annum publicly announced from time to time by
Wachovia as its prime rate in effect at its principal office in Charlotte, North
Carolina, with each change in the Prime Rate being effective on the date such
change is publicly announced as effective (it being understood and agreed that
the Prime Rate is a reference rate used by Wachovia in determining interest
rates on certain loans and is not intended to be the lowest rate of interest
charged on any extension of credit by Wachovia to any debtor).

       

           “
Pro Forma Basis
” shall mean, with respect to any transaction, that such transaction shall be
deemed to have occurred as of the first day of the twelve-month period ending as
of the most recent fiscal quarter end preceding the date of such
transaction.

       

           “
Property ”
means any interest in any kind of property or asset, whether real, personal or
mixed, or tangible or intangible.

       

       20

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           “
Properties ”
has the meaning set forth in Section 5.15(a).

       

           “
Recovery Event
” shall mean the receipt by the Borrower or any of its Subsidiaries of any cash
insurance proceeds or condemnation award payable by reason of theft, loss,
physical destruction or damage, taking or similar event with respect to any of
their respective property or assets.

       

           “
Register ”
shall have the meaning given such term in Section 11.6(c).

       

           “
Regulation T, U
or X ” means Regulation T, U or X, respectively, of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof.

       

           “
Reorganization
” means, with respect to any Multiemployer Plan, the condition that such Plan is
in reorganization within the meaning of such term as used in Section 4241
of ERISA.

       

           “
Related Parties
” shall mean, with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents and advisors of such Person and
of such Person’s Affiliates.

       

           “
Reportable
Event ” means the occurrence of any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the thirty-day notice
period is waived under PBGC Reg. Section 4043.

       

           “
Required
Lenders ” means, at any time, Lenders having more than 50% of the
Commitments, or if the Commitments have been terminated, Lenders having more
than 50% of the aggregate principal amount of Loans outstanding; provided that the
Commitments of, and outstanding principal amount of Loans owing to, a Defaulting
Lender shall be excluded for purposes hereof in making a determination of
Required Lenders.

       

           “
Requirement of
Law ” means, as to any Person, the certificate of incorporation and
by-laws or other organizational or governing documents of such Person, and any
law, treaty, rule or regulation or determination of an arbitrator or a court or
other Governmental Authority, in each case applicable to or binding upon such
Person or to which any of its material property is subject.

       

           “
Responsible
Officer ” means the Chief Executive Officer, the Chief Financial Officer,
the Chief Operating Officer or the Treasurer.

       

           “
Restricted
Payment ” shall mean (a) any dividend or other distribution, direct
or indirect, on account of any shares of any class of Equity Interest of the
Borrower or any of its Restricted Subsidiaries, now or hereafter outstanding,
(b) any redemption, retirement, sinking fund or similar payment, purchase
or other acquisition for value, direct or indirect, of any shares of any class
of Equity Interest of the Borrower or any of its Restricted Subsidiaries, now or
hereafter outstanding, (c) any payment made to retire, or to obtain the
surrender of, any outstanding warrants, options or other rights to acquire
shares of any class of Equity Interest of the Borrower

       

       21

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      or any of
its Restricted Subsidiaries, now or hereafter outstanding, (d) any payment
with respect to any earnout obligation or (e) any payment or prepayment of
principal of, premium, if any, or interest on, redemption, purchase, retirement,
defeasance, sinking fund or similar payment with respect to, any Subordinated
Indebtedness.

       

           “
Restricted
Subsidiary ” means any Subsidiary of the Borrower that is not an
Unrestricted Subsidiary.

       

           “
Revolving
Commitment ” means, with respect to each Lender, the commitment of such
Lender to make Revolving Loans in an aggregate principal amount at any time
outstanding up to such Lender’s Revolving Committed Amount.

       

           “
Revolving Committed
Amount ” means the amount of each Lender’s Commitment as specified in
Schedule 2.1(a)
, as such amount may be reduced from time to time in accordance with the
provisions hereof.

       

           “
Revolving Loans
” shall have the meaning assigned to such term in
Section 2.1(a).

       

           “
Revolving Note
” or “ Revolving
Notes ” shall mean the promissory notes of the Borrower in favor of each
of the Lenders evidencing the Revolving Loans provided pursuant to
Section 2.1(e), individually or collectively, as appropriate, as such
promissory notes may be amended, modified, supplemented, extended, renewed or
replaced from time to time.

       

           “
S&P ” means
Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies,
Inc., or any successor or assignee of the business of such division in the
business of rating securities.

       

           “
Sanctioned
Entity ” shall mean (a) a country or a government of a country,
(b) an agency of the government of a country, (c) an organization
directly or indirectly controlled by a country or its government, or (d) a
person or entity resident in or determined to be resident in a country, that is
subject to a country sanctions program administered and enforced by
OFAC.

       

           “
Sanctioned
Person ” shall mean a person named on the list of Specially Designated
Nationals maintained by OFAC.

       

           “
Second Extension
Date ” shall have the meaning set forth in
Section 3.16.

       

           “
Secured Hedging
Agreement ” shall mean any Hedging Agreement between a Credit Party or a
Subsidiary thereof and a Hedging Agreement Provider, as amended, modified,
extended, restated, replaced, or supplemented from time to time.

       

           “
Secured Parties
” shall mean the Administrative Agent, the Lenders and the Hedging Agreement
Providers.

       

           “
Security
Documents ” shall mean the Pledge Agreement and all other agreements,
documents and instruments granting to the Administrative Agent, for the benefit
of the Secured

       

       22

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      Parties,
Liens or security interests in the Collateral, whether now or hereafter executed
and/or filed, each as may be amended from time to time in accordance with the
terms hereof, executed and delivered in connection with the granting, attachment
and perfection of the Administrative Agent’s security interests and liens
arising thereunder, including, without limitation, UCC financing
statements.

       

           “
Senior Subordinated
Notes ” shall mean, collectively, those certain 8.125% senior
subordinated notes due 2015 issued by Dycom Investments, Inc., a Delaware
corporation, a wholly-owned Subsidiary of the Borrower and a Guarantor under the
Credit Agreement, under that certain Indenture dated as of October 11, 2005
by and among Dycom Investments, Inc., certain guarantors party thereto and the
trustee party thereto.

       

           “
Single Employer
Plan ” means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, to which the Borrower or any Commonly
Controlled Entity, and no Person other than the Borrower and the Commonly
Controlled Entity, has an obligation to contribute or in respect of which the
Borrower or any Commonly Controlled Entity could have liability under
Section 4069 of ERISA in the event such plan were to be
terminated.

       

           “
Subordinated
Indebtedness ” shall mean (a) the Senior Subordinated Notes and
(b) any other Indebtedness incurred by any Credit Party that by its terms
is specifically subordinated in right of payment to the prior payment of the
Credit Party Obligations on terms reasonably satisfactory to the Administrative
Agent.

       

           “
Subsidiary ”
means, as to any Person, a corporation, partnership, limited liability company
or other entity of which shares of stock or other ownership interests having
ordinary voting power to elect a majority of the directors or other managers of
such corporation, partnership, limited liability company or other entity
(irrespective of whether or not at the time, any class or classes of such
corporation shall have or might have voting power by reason of the happening of
any contingency) are at the time owned by such Person directly or indirectly
through Subsidiaries. Unless otherwise identified, “Subsidiary” or
“Subsidiaries” shall mean Subsidiaries of the Borrower.

       

           “
Swingline
Commitment ” means the commitment of the Swingline Lender to make
Swingline Loans in an aggregate principal amount at any time outstanding up to
the Swingline Committed Amount, and the commitment of the Lenders to purchase
participation interests in the Swingline Loans as provided in
Section 2.3(b)(ii) as such amounts may be reduced from time to time in
accordance with the provisions hereof.

       

           “
Swingline Committed
Amount ” means the amount of the Swingline Lender’s Swingline Commitment
as specified in Section 2.3(a).

       

           “
Swingline
Lender ” shall mean Wachovia.

       

           “
Swingline Loan
” or “ Swingline
Loans ” shall have the meaning set forth in
Section 2.3(a).

       

       23

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           “
Swingline Note
” shall mean the promissory note of the Borrower in favor of the Swingline
Lender evidencing the Swingline Loans provided pursuant to Section 2.3(d),
as such promissory note may be amended, modified, supplemented, extended,
renewed or replaced from time to time.

       

           “
Target ” shall
have the meaning set forth in the definition of Permitted
Acquisition.

       

           “
Taxes ” shall
have the meaning set forth in Section 3.13.

       

           “
Total
Outstandings ” means, as of any time, the aggregate outstanding amount of
all Revolving Loans, Swingline Loans and LOC Obligations.

       

           “
Tranche ” means
the collective reference to LIBOR Rate Loans whose Interest Period begins and
end on the same day. A Tranche may sometimes be referred to as a “LIBOR
Tranche.”

       

           “
Type ” shall
mean, as to any Loan, its nature as an Alternate Base Rate Loan or LIBOR Rate
Loan, as the case may be.

       

           “
Unrestricted
Subsidiaries ” shall mean (a) Subsidiaries designated on the Closing
Date by the Borrower as “Unrestricted Subsidiaries” on Schedule 5.11 (“
Closing Date
Unrestricted Subsidiaries ”) and other Subsidiaries designated from time
to time by the Borrower that are in the same businesses or businesses reasonably
related to the businesses of the Closing Date Unrestricted Subsidiaries and
(b) Subsidiaries (i) established for business purposes approved by the
Administrative Agent (such approval not to be unreasonably withheld) and
(ii) designated from time to time by the Borrower as “Unrestricted
Subsidiaries” on Schedule 5.11
(as such schedule may be updated from time to time as permitted by this
Agreement); provided that
Investments by the Borrower and its Restricted Subsidiaries in Unrestricted
Subsidiaries shall not exceed the limitation set forth in clause (i) of the
definition of Permitted Investments.

       

           “
Utilization
Percentage ” means, as of any time, the percentage equal to Total
Outstandings divided by the Aggregate Revolving Committed Amount.

       

           “
Voting Stock ”
means, with respect to any Person, Equity Interests issued by such Person the
holders of which are ordinarily, in the absence of contingencies, entitled to
vote for the election of directors (or persons performing similar functions) of
such Person, even though the right so to vote has been suspended by the
happening of such a contingency.

       

           “
Wachovia ”
means Wachovia Bank, National Association and its successors.

       

           
1.2 Other
Definitional Provisions .

       

           (a)
Unless otherwise specified therein, all terms defined in this Credit Agreement
shall have the defined meanings when used in the Notes or other Credit Documents
or any certificate or other document made or delivered pursuant
hereto.

       

       24

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           (b)
The words “hereof,” “herein” and “hereunder” and words of similar import when
used in this Credit Agreement shall refer to this Credit Agreement as a whole
and not to any particular provision of this Credit Agreement, and Section,
subsection, Schedule and Exhibit references are to this Credit Agreement unless
otherwise specified.

       

           (c)
The meanings given to terms defined herein shall be equally applicable to both
the singular and plural forms of such terms.

       

           
1.3 Computation
of Time Periods .

       

           All
time references in this Credit Agreement and the other Credit Documents shall be
to Charlotte, North Carolina time unless otherwise indicated. For purposes of
computation of periods of time hereunder, the word “from” means “from and
including” and the words “to” and “until” each mean “to but
excluding.”

       

           
1.4 Accounting
Terms .

       

           Except
as otherwise expressly provided herein, all accounting terms used herein shall
be interpreted, and all financial statements and certificates and reports as to
financial matters required to be delivered to the Lenders hereunder shall be
prepared, in accordance with GAAP applied on a consistent basis; provided , however , that with
respect to the determination of the financial covenants set forth in
Section 6.7 and for determinations of such covenants on a Pro Forma Basis
in connection with Permitted Acquisitions, such calculations shall be made
excluding the effects of Financial Accounting Standards Board Statement of
Financial Accounting Standards No. 141, 141R and No. 142 otherwise
applicable thereto. All calculations made for the purposes of determining
compliance with this Credit Agreement (including, without limitation,
calculation of the financial covenants set forth in Section 6.7) shall
(except as otherwise expressly provided herein) be made by application of GAAP
applied on a basis consistent with the most recent annual or quarterly financial
statements delivered pursuant to Section 6.1 hereof (or, prior to the
delivery of the first financial statements pursuant to Section 6.1 hereof,
consistent with the annual audited financial statements referenced in
Section 5.1(a) hereof); provided , however , if
(a) the Borrower shall object to determining such compliance on such basis
at the time of delivery of such financial statements due to any change in GAAP
or the rules promulgated with respect thereto or (b) the Administrative
Agent or the Required Lenders shall so object in writing within thirty
(30) days after delivery of such financial statements, then such
calculations shall be made on a basis consistent with the most recent financial
statements delivered by the Borrower to the Lenders as to which no such
objection shall have been made.

       

           
1.5 Execution
of Documents .

       

           Unless
otherwise specified, all Credit Documents and all other certificates executed in
connection therewith must be signed by a Responsible Officer.

       

       25

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      SECTION
2

       

      CREDIT
FACILITY

       

           
2.1 Revolving
Loans; Incremental Revolving Facility .

       

           (a)
Revolving
Commitment . During the Commitment Period, subject to the terms and
conditions hereof, each Lender severally agrees to make revolving credit loans
in Dollars (the “ Revolving Loans ”) to
the Borrower from time to time in the amount of such Lender’s Commitment
Percentage of such Revolving Loans for the purposes hereinafter set forth; provided that
(i) with regard to the Lenders collectively, the Total Outstandings at any
time shall not exceed the Aggregate Revolving Committed Amount, and (ii) with
regard to each Lender individually, the aggregate principal amount of such
Lender’s Commitment Percentage of the Total Outstandings at any time shall not
exceed such Lender’s Revolving Committed Amount. Revolving Loans may consist of
Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the
Borrower may request, and may be repaid and reborrowed in accordance with the
provisions hereof. Revolving Loans made on the Closing Date or on any of the
three (3) Business Days following the Closing Date may only consist of
Alternate Base Rate Loans unless the Borrower executes a funding indemnity
letter in form and substance satisfactory to the Administrative Agent. LIBOR
Rate Loans shall be made by each Lender at its LIBOR Lending Office and
Alternate Base Rate Loans at its Domestic Lending Office.

       

           (b)
Revolving Loan
Borrowings .

       

           (i)
Notice of
Borrowing . The Borrower shall request a Revolving Loan borrowing by
written notice (or telephone notice promptly confirmed in writing) to the
Administrative Agent not later than 11:00 A.M. on the Business Day prior to
the date of the requested borrowing in the case of Alternate Base Rate Loans,
and on the third Business Day prior to the date of the requested borrowing in
the case of LIBOR Rate Loans. Each such request for borrowing shall be
irrevocable and shall specify (A) that a Revolving Loan is requested,
(B) the date of the requested borrowing (which shall be a Business Day),
(C) the aggregate principal amount to be borrowed, and (D) whether the
borrowing shall be comprised of Alternate Base Rate Loans, LIBOR Rate Loans or a
combination thereof, and if LIBOR Rate Loans are requested, the Interest
Period(s) therefor. If the Borrower shall fail to specify in any such Notice of
Borrowing (1) an applicable Interest Period in the case of a LIBOR Rate
Loan, then such notice shall be deemed to be a request for an Interest Period of
one (1) month, or (2) the type of Revolving Loan requested, then such
notice shall be deemed to be a request for a Alternate Base Rate Loan hereunder.
The Administrative Agent shall give notice to each Lender promptly upon receipt
of each Notice of Borrowing pursuant to this Section 2.1(b)(i), the
contents thereof and each such Lender’s share of any borrowing to be made
pursuant thereto.

       

       26

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           (ii)
Minimum Amounts
.. Each Revolving Loan shall be in a minimum aggregate principal amount of
(A) in the case of LIBOR Rate Loans, $5,000,000 and integral multiples of
$1,000,000 in excess thereof (or the remaining Aggregate Revolving Committed
Amount, if less) and (B) in the case of Alternate Base Rate Loans,
$1,000,000 and integral multiples of $1,000,000 in excess thereof (or the
remaining Aggregate Revolving Committed Amount, if less).

       

           (iii)
Advances . Each
Lender will make its Commitment Percentage of each Revolving Loan borrowing
available to the Administrative Agent for the account of the Borrower at the
office of the Administrative Agent specified in Section 11.2, or at such
office as the Administrative Agent may designate in writing, by 1:00 P.M. on the
date specified in the applicable Notice of Borrowing in Dollars and in funds
immediately available to the Administrative Agent. Such borrowing will then be
made available to the Borrower by the Administrative Agent by crediting the
account designated by the Borrower with the aggregate of the amounts made
available to the Administrative Agent by the Lenders and in like funds as
received by the Administrative Agent.

       

           (c)
Repayment . The
principal amount of all Loans shall be due and payable in full on the Maturity
Date.

       

           (d)
Interest .
Subject to the provisions of Section 3.1:

       

           (i)
Alternate Base Rate
Loans . During such periods as Revolving Loans shall be comprised in
whole or in part of Alternate Base Rate Loans, such Alternate Base Rate Loans
shall bear interest at a per annum rate equal to the Alternate Base Rate plus the Applicable
Percentage.

       

           (ii)
LIBOR Rate
Loans . During such periods as Revolving Loans shall be comprised in
whole or in part of LIBOR Rate Loans, such LIBOR Rate Loans shall bear interest
at a per annum rate equal to the LIBOR Rate plus the Applicable
Percentage.

       

      Interest
on Revolving Loans shall be payable in arrears on each applicable Interest
Payment Date (or at such other times as may be specified herein).

       

           (e)
Notes . The
Revolving Loans shall be evidenced by a duly executed Revolving Note, in the
form of Schedule 2.1(e)
attached hereto, in favor of each Lender that requests a Revolving
Note.

       

           (f)
Incremental Revolving
Facility . Subject to the terms and conditions set forth herein, the
Borrower shall have the right, at any time and from time to time (but not to
exceed three (3) increases in the aggregate) prior to the Maturity Date, to
incur additional Indebtedness under this Credit Agreement in the form of an
increase to the Aggregate Revolving Committed Amount (each an “ Incremental Facility
”) by an aggregate amount of up to $100,000,000. The following terms and
conditions shall apply

       

       27

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      to each
Incremental Facility: (i) the loans made under any such Incremental
Facility shall constitute Credit Party Obligations and will be secured and
guaranteed with the other Credit Party Obligations on a pari passu basis,
(ii) any such Incremental Facility shall have the same terms and conditions
as the existing Revolving Loans (including, without limitation, the same
maturity date), (iii) any such Incremental Facility shall be entitled to
the same voting rights as the existing Revolving Loans and shall be entitled to
receive proceeds of repayments on the same basis as the existing Revolving
Loans, (iv) any such Incremental Facility shall be obtained from existing
Lenders or from other banks or financial institutions, (v) any such
Incremental Facility shall be in a minimum principal amount of $25,000,000 and
integral multiples of $5,000,000 in excess thereof, (vi) the proceeds of
any Incremental Facility will be used for the purposes set forth in Section
5.12, (vii) the Borrower shall execute a Revolving Note in favor of any new
Lender or any existing Lender requesting a Revolving Note whose Revolving
Committed Amount is increased, (viii) the conditions to Extensions of
Credit in Section 4.2 shall have been satisfied, (ix) the Administrative
Agent shall have received (A) an opinion or opinions (including, if
reasonably requested by the Administrative Agent, local counsel opinions) of
counsel for the Credit Parties, addressed to the Administrative Agent and the
Lenders, as to corporate authority, execution, delivery and enforceability,
(B) any authorizing corporate documents as the Administrative Agent may
reasonably request and (C) a duly executed Notice of Borrowing, if
applicable, and (x) the Administrative Agent shall have received from the
Borrower an officer’s certificate, in form and substance reasonably satisfactory
to the Administrative Agent, demonstrating that, after giving effect to any such
Incremental Facility on a Pro Forma Basis, the Borrower will be in compliance
with the financial covenants set forth in Section 6.7. The Borrower may
invite other banks and financial institutions reasonably acceptable to the
Administrative Agent to join this Credit Agreement as Lenders hereunder for any
portion of such Incremental Facility, provided that such other banks and
financial institutions shall enter into such joinder agreements to give effect
thereto as the Administrative Agent may reasonably request. The Administrative
Agent is authorized to enter into, on behalf of the Lenders, any amendment to
this Credit Agreement or any other Credit Document as may be necessary to
incorporate the terms of any new Incremental Facility therein and,
notwithstanding Section 11.1, the consent of no other Lender shall be
required except any Lender providing any portion of the Incremental Facility. In
connection with the closing of any Incremental Facility, the outstanding
Revolving Loans and Participation Interests shall be reallocated by causing such
fundings and repayments (which shall not be subject to any processing and/or
recordation fees) among the Lenders (which the Borrower shall be responsible for
any costs arising under Section 3.12 resulting from such reallocation and
repayments) of Revolving Loans as necessary such that, after giving effect to
such Incremental Facility, each Lender will hold Revolving Loans and
Participation Interests based on its Commitment Percentage (after giving effect
to such Incremental Facility).

       

           
2.2 Letter of
Credit Subfacility .

       

           (a)
Issuance .
Subject to the terms and conditions hereof and of the LOC Documents, if any, and
any other terms and conditions which the Issuing Lender may reasonably require,
during the Commitment Period the Issuing Lender shall issue, and
the

       

       28

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      Lenders
shall participate in, Letters of Credit for the account of a Credit Party from
time to time upon request of the Borrower in a form acceptable to the Issuing
Lender; provided , however , that
(i) the aggregate amount of LOC Obligations shall not at any time exceed
ONE HUNDRED MILLION DOLLARS
($100,000,000) , (ii) the sum of outstanding Revolving Loans plus outstanding
Swingline Loans plus LOC Obligations
shall not at any time exceed the Aggregate Revolving Committed Amount,
(iii) all Letters of Credit shall be denominated in U.S. Dollars and
(iv) Letters of Credit shall be issued for lawful corporate purposes and
may be issued as standby letters of credit, including in connection with
workers’ compensation and other insurance programs, and trade letters of credit.
Except as otherwise expressly agreed upon by all the Lenders, no Letter of
Credit shall have an original expiry date more than twelve (12) months from
the date of issuance; provided , however , so long as
no Default or Event of Default has occurred and is continuing and subject to the
other terms and conditions to the issuance of Letters of Credit hereunder, the
expiry dates of Letters of Credit may be extended annually or periodically from
time to time on the request of the Borrower or by operation of the terms of the
applicable Letter of Credit to a date not more than twelve (12) months from
the date of extension; provided , further , that no
Letter of Credit, as originally issued or as extended, shall have an expiry date
extending beyond the date which is six (6) Business Days prior to the
Maturity Date. Each Letter of Credit shall comply with the related LOC
Documents. The issuance and expiry date of each Letter of Credit shall be a
Business Day. Any Letters of Credit issued hereunder shall be in a minimum
original face amount of $100,000 or such lesser amount as the Issuing Lender may
agree. Wachovia shall be the Issuing Lender on all Letters of Credit issued on
or after the Closing Date. All Existing Letters of Credit shall, as of the
Closing Date, be deemed to have been issued pursuant hereto as “Letters of
Credit” hereunder and subject to and governed by the terms and conditions of
this Credit Agreement.

       

           (b)
Notice and
Reports . The request for the issuance of a Letter of Credit shall be
submitted to the Issuing Lender at least five (5) Business Days prior to
the requested date of issuance. The Issuing Lender will promptly upon request
provide to the Administrative Agent for dissemination to the Lenders a detailed
report specifying the Letters of Credit which are then issued and outstanding
and any activity with respect thereto which may have occurred since the date of
any prior report, and including therein, among other things, the account party,
the beneficiary, the face amount, expiry date as well as any payments or
expirations which may have occurred. The Issuing Lender will further provide to
the Administrative Agent promptly upon request copies of the Letters of Credit.
The Issuing Lender will provide to the Administrative Agent promptly upon
request a summary report of the nature and extent of LOC Obligations then
outstanding.

       

           (c)
Participations
.. Each Lender upon issuance of a Letter of Credit shall be deemed to have
purchased without recourse a risk participation from the Issuing Lender in such
Letter of Credit (including each Existing Letter of Credit) and the obligations
arising thereunder and any Collateral relating thereto, in each case in an
amount equal to its Commitment Percentage of the obligations under such Letter
of Credit (including each Existing Letter of Credit) and shall absolutely,
unconditionally and irrevocably assume, as primary obligor and not as surety,
and be obligated to pay to the Issuing Lender

       

       29

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      therefor
and discharge when due, its Commitment Percentage of the obligations arising
under such Letter of Credit. Without limiting the scope and nature of each
Lender’s participation in any Letter of Credit, to the extent that the Issuing
Lender has not been reimbursed as required hereunder or under any LOC Document,
each such Lender shall pay to the Issuing Lender its Commitment Percentage of
such unreimbursed drawing in same day funds on the day of notification by the
Issuing Lender of an unreimbursed drawing pursuant to the provisions of
subsection (d) hereof. The obligation of each Lender to so reimburse the
Issuing Lender shall be absolute and unconditional and shall not be affected by
the occurrence of a Default, an Event of Default or any other occurrence or
event. Any such reimbursement shall not relieve or otherwise impair the
obligation of the Borrower to reimburse the Issuing Lender under any Letter of
Credit, together with interest as hereinafter provided.

       

           (d)
Reimbursement .
In the event of any drawing under any Letter of Credit, the Issuing Lender will
promptly notify the Borrower and the Administrative Agent. The Borrower shall
reimburse the Issuing Lender on the day of drawing under any Letter of Credit
(with the proceeds of a Revolving Loan obtained hereunder or otherwise) if it
receives such notice from the Issuing Lender at or before 2:00 P.M. (Charlotte,
North Carolina time) in same day funds as provided herein or in the LOC
Documents. If the Borrower shall fail to reimburse the Issuing Lender as
provided herein, the unreimbursed amount of such drawing shall bear interest at
a per annum rate equal to the Alternate Base Rate plus the Applicable
Percentage plus
two percent (2%). Unless the Borrower shall immediately notify the Issuing
Lender and the Administrative Agent of its intent to otherwise reimburse the
Issuing Lender, the Borrower shall be deemed to have requested a Revolving Loan
in the amount of the drawing as provided in subsection (e) hereof, the
proceeds of which will be used to satisfy the reimbursement obligations. The
Borrower’s reimbursement obligations hereunder shall be absolute and
unconditional under all circumstances irrespective of any rights of set-off,
counterclaim or defense of payment the Borrower may claim or have against the
Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the
Letter of Credit drawn upon or any other Person, including without limitation
any defense based on any failure of the Borrower to receive consideration or the
legality, validity, regularity or unenforceability of the Letter of Credit. The
Issuing Lender will promptly notify the Lenders of the amount of any
unreimbursed drawing and each Lender shall promptly pay to the Administrative
Agent for the account of the Issuing Lender in Dollars and in immediately
available funds, the amount of such Lender’s Commitment Percentage of such
unreimbursed drawing. Such payment shall be made on the day such notice is
received by such Lender from the Issuing Lender if such notice is received at or
before 2:00 P.M. (Charlotte, North Carolina time), otherwise such payment shall
be made at or before 12:00 Noon (Charlotte, North Carolina time) on the Business
Day next succeeding the day such notice is received. If such Lender does not pay
such amount to the Issuing Lender in full upon such request, such Lender shall,
on demand, pay to the Administrative Agent for the account of the Issuing Lender
interest on the unpaid amount during the period from the date of such drawing
until such Lender pays such amount to the Issuing Lender in full at a rate per
annum equal to, if paid within two (2) Business Days of the date of
drawing, the Federal Funds Rate and thereafter at a rate equal to the Alternate
Base Rate. Each

       

       30

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      Lender’s
obligation to make such payment to the Issuing Lender, and the right of the
Issuing Lender to receive the same, shall be absolute and unconditional, shall
not be affected by any circumstance whatsoever and without regard to the
termination of this Credit Agreement or the Commitments hereunder, the existence
of a Default or Event of Default or the acceleration of the Credit Party
Obligations hereunder and shall be made without any offset, abatement,
withholding or reduction whatsoever.

       

           (e)
Repayment with
Revolving Loans . On any day on which the Borrower shall have requested,
or been deemed to have requested, a Revolving Loan to reimburse a drawing under
a Letter of Credit, the Administrative Agent shall give notice to the Lenders
that a Revolving Loan has been requested or deemed requested in connection with
a drawing under a Letter of Credit, in which case a Revolving Loan borrowing
comprised entirely of Alternate Base Rate Loans (each such borrowing, a “ Mandatory Borrowing
”) shall be immediately made (without giving effect to any termination of the
Commitments pursuant to Section 8.2) pro rata based on each
Lender’s respective Commitment Percentage (determined before giving effect to
any termination of the Commitments pursuant to Section 8.2) and the
proceeds thereof shall be paid directly to the Issuing Lender for application to
the respective LOC Obligations. Each Lender hereby irrevocably agrees to make
such Revolving Loans immediately upon any such request or deemed request on
account of each Mandatory Borrowing in the amount and in the manner specified in
the preceding sentence and on the same such date notwithstanding
(i) the amount of Mandatory Borrowing may not comply with the minimum
amount for borrowings of Revolving Loans otherwise required hereunder, (ii)
whether any conditions specified in Section 4.2 are then satisfied,
(iii) whether a Default or an Event of Default then exists,
(iv) failure for any such request or deemed request for Revolving Loan to
be made by the time otherwise required in Section 2.1(b), (v) the date
of such Mandatory Borrowing, or (vi) any reduction in the Aggregate
Revolving Committed Amount after any such Letter of Credit may have been drawn
upon; provided
, however ,
that in the event any such Mandatory Borrowing should be less than the minimum
amount for borrowings of Revolving Loans otherwise provided in
Section 2.1(b)(ii), the Borrower shall pay to the Administrative Agent for
its own account an administrative fee of $500. In the event that any Mandatory
Borrowing cannot for any reason be made on the date otherwise required above
(including, without limitation, as a result of the commencement of a proceeding
under the Bankruptcy Code), then each such Lender hereby agrees that it shall
forthwith fund (as of the date the Mandatory Borrowing would otherwise have
occurred, but adjusted for any payments received from the Borrower on or after
such date and prior to such purchase) its Participation Interests in the
outstanding LOC Obligations; provided , further , that in the
event any Lender shall fail to fund its Participation Interest on the day the
Mandatory Borrowing would otherwise have occurred, then the amount of such
Lender’s unfunded Participation Interest therein shall bear interest payable by
such Lender to the Issuing Lender upon demand, at the rate equal to, if paid
within two (2) Business Days of such date, the Federal Funds Rate, and
thereafter at a rate equal to the Alternate Base Rate.

       

       31

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           (f)
Modification,
Extension . The issuance of any supplement, modification, amendment,
renewal, or extension to any Letter of Credit shall, for purposes hereof, be
treated in all respects the same as the issuance of a new Letter of Credit
hereunder.

       

           (g)
Uniform Customs and
Practices . The Issuing Lender shall have the Letters of Credit be
subject to The Uniform Customs and Practice for Documentary Credits, as
published as of the date of issue by the International Chamber of Commerce (the
“ UCP ”), in
which case the UCP may be incorporated therein and deemed in all respects to be
a part thereof.

       

           (h)
Conflict with LOC
Documents . In the event of any conflict between this Credit Agreement
and any LOC Document (including any letter of credit application), this Credit
Agreement shall control.

       

           
2.3 Swingline
Loan Subfacility .

       

           (a)
Swingline
Commitment . During the Commitment Period, subject to the terms and
conditions hereof, the Swingline Lender, in its individual capacity, agrees to
make certain revolving credit loans to the Borrower (each a “ Swingline Loan ” and,
collectively, the “ Swingline Loans ”)
for the purposes hereinafter set forth; provided , however ,
(i) the aggregate amount of Swingline Loans outstanding at any time shall
not exceed FIFTEEN MILLION
DOLLARS ($15,000,000) (the “ Swingline Committed
Amount ”), and (ii) the Total Outstandings at any time shall not
exceed the Aggregate Revolving Committed Amount. Swingline Loans hereunder may
be repaid and reborrowed in accordance with the provisions hereof.

       

           (b)
Swingline Loan
Borrowings .

       

           (i)
Notice of Borrowing
and Disbursement . The Swingline Lender will make Swingline Loans
available to the Borrower on any Business Day upon request made by the Borrower
not later than 2:00 P.M. (Charlotte, North Carolina time) on such Business Day.
A notice of request for Swingline Loan borrowing shall be made in the form of
Schedule 2.1(b)(i)
with appropriate modifications. Swingline Loan borrowings hereunder shall be
made in minimum amounts of $100,000 and in integral amounts of $100,000 in
excess thereof.

       

           (ii)
Repayment of Swingline
Loans . Each Swingline Loan borrowing shall be due and payable on the
Maturity Date. The Swingline Lender may, at any time, in its sole discretion, by
written notice to the Borrower and the Administrative Agent, demand repayment of
its Swingline Loans by way of a Revolving Loan borrowing, in which case the
Borrower shall be deemed to have requested a Revolving Loan borrowing comprised
entirely of Alternate Base Rate Loans in the amount of such Swingline Loans;
provided ,
however , that,
in the following circumstances, any such demand shall also be deemed to have
been given one Business Day prior to each of (A) the Maturity Date,
(B) the occurrence of any Event of Default described in
Section 8.1(e), (C) upon acceleration of the

       

       32

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      Credit
Party Obligations hereunder, whether on account of an Event of Default described
in Section 8.1(e) or any other Event of Default, and (D) the exercise
of remedies in accordance with the provisions of Section 8.2 hereof (each
such Revolving Loan borrowing made on account of any such deemed request
therefore as provided herein being hereinafter referred to as “ Mandatory Borrowing
”). Each Lender hereby irrevocably agrees to make such Revolving Loans promptly
upon any such request or deemed request on account of each Mandatory Borrowing
in the amount and in the manner specified in the preceding sentence and on the
same such date notwithstanding
(1) the amount of Mandatory Borrowing may not comply with the minimum
amount for borrowings of Revolving Loans otherwise required hereunder,
(2) whether any conditions specified in Section 4.2 are then
satisfied, (3) whether a Default or an Event of Default then exists,
(4) failure of any such request or deemed request for Revolving Loans to be
made by the time otherwise required in Section 2.1(b)(i), (5) the date
of such Mandatory Borrowing, or (6) any reduction in the Revolving
Committed Amount or termination of the Revolving Commitments immediately prior
to such Mandatory Borrowing or contemporaneously therewith. In the event that
any Mandatory Borrowing cannot for any reason be made on the date otherwise
required above (including, without limitation, as a result of the commencement
of a proceeding under the Bankruptcy Code), then each Lender hereby agrees that
it shall forthwith purchase (as of the date the Mandatory Borrowing would
otherwise have occurred, but adjusted for any payments received from the
Borrower on or after such date and prior to such purchase) from the Swingline
Lender such participations in the outstanding Swingline Loans as shall be
necessary to cause each such Lender to share in such Swingline Loans ratably
based upon its respective Commitment Percentage (determined before giving effect
to any termination of the Commitments pursuant to Section 8.2), provided that
(x) all interest payable on the Swingline Loans shall be for the account of
the Swingline Lender until the date as of which the respective participation is
purchased, and (y) at the time any purchase of participations pursuant to
this sentence is actually made, the purchasing Lender shall be required to pay
to the Swingline Lender interest on the principal amount of such participation
purchased for each day from and including the day upon which the Mandatory
Borrowing would otherwise have occurred to but excluding the date of payment for
such participation, at the rate equal to, if paid within two (2) Business
Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and
thereafter at a rate equal to the Alternate Base Rate.

       

           (c)
Interest on Swingline
Loans . Subject to the provisions of Section 3.9, Swingline Loans
shall bear interest at a per annum rate equal to the Alternate Base Rate plus the Applicable
Percentage for Revolving Loans that are Alternate Base Rate Loans. Interest on
Swingline Loans shall be payable in arrears on each Interest Payment
Date.

       

           (d)
Swingline Note
.. If requested by the Swingline Lender, the Swingline Loans shall be evidenced
by a duly executed Swingline Note of the Borrower to the Swingline Lender
substantially in the form of Schedule 2.3(d)
..

       

       33

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      SECTION
3

       

      OTHER
PROVISIONS RELATING TO CREDIT FACILITIES

       

           
3.1 Default
Rate .

       

           Upon
the occurrence, and during the continuance, of an Event of Default, the
principal of and, to the extent permitted by law, interest on the Loans and any
other amounts owing hereunder or under the other Credit Documents shall, upon
the election of the Required Lenders, bear interest, payable on demand, at a per
annum rate 2% greater than the interest rate which would otherwise be applicable
(or if no rate is applicable, whether in respect of interest, fees or other
amounts, then 2% greater than the Alternate Base Rate plus the Applicable
Percentage); provided that, with
respect to an Event of Default occurring under Section 8.1(e), such
interest rate increase shall be immediate.

       

           
3.2 Extension
and Conversion .

       

           The
Borrower shall have the option, on any Business Day, to extend existing Loans
into a subsequent permissible Interest Period or to convert Loans into Loans of
another interest rate type; provided , however , that
(a) except as expressly provided otherwise in this Credit Agreement, LIBOR
Rate Loans may be converted into Alternate Base Rate Loans only on the last day
of the Interest Period applicable thereto, (b) LIBOR Rate Loans may be
extended, and Alternate Base Rate Loans may be converted into LIBOR Rate Loans,
only if the conditions in Section 4.2 have been satisfied and
(c) Loans extended as, or converted into, LIBOR Rate Loans shall be subject
to the terms of the definition of “ Interest Period ” set
forth in Section 1.1 and shall be in such minimum amounts as provided in
Section 2.1(b)(ii). Any request for extension or conversion of a LIBOR Rate
Loan which shall fail to specify an Interest Period shall be deemed to be a
request for an Interest Period of one month. Each such extension or conversion
shall be effected by the Borrower by giving a Notice of Extension/Conversion (or
telephone notice promptly confirmed in writing) to the Administrative Agent
prior to 11:00 A.M. on the Business Day of, in the case of the conversion
of a LIBOR Rate Loan into a Alternate Base Rate Loan, and on the third Business
Day prior to, in the case of the extension of a LIBOR Rate Loan as, or
conversion of a Alternate Base Rate Loan into, a LIBOR Rate Loan, the date of
the proposed extension or conversion, specifying (i) the date of the proposed
extension or conversion, (ii) the Loans to be so extended or converted,
(iii) the types of Loans into which such Loans are to be converted and, if
appropriate, (iv) the applicable Interest Periods with respect thereto.
Each request for extension or conversion shall be irrevocable and shall
constitute a representation and warranty by the Borrower of the matters
specified in Section 4.2. In the event the Borrower fails to request
extension or conversion of any LIBOR Rate Loan in accordance with this
Section 3.2, or any such conversion or extension is not permitted or
required by this Section 3.2, then such LIBOR Rate Loan shall be converted
to an Alternate Base Rate Loan at the end of the Interest Period applicable
thereto. The Administrative Agent shall give each Lender notice as promptly as
practicable of any such proposed extension or conversion affecting any
Loan.

       

       34

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           
3.3 Voluntary
Repayments and Mandatory Prepayments .

       

           (a)
Voluntary
Repayments . Revolving Loans may be repaid in whole or in part without
premium or penalty; provided that
(i) LIBOR Rate Loans may be repaid only upon three (3) Business Days’
prior written notice to the Administrative Agent, and Alternate Base Rate Loans
may be repaid only upon at least one (1) Business Day’s prior written
notice to the Administrative Agent, (ii) repayments of LIBOR Rate Loans
must be accompanied by payment of any amounts owing under Section 3.12, and
(iii) partial repayments shall be in minimum principal amount of
$5,000,000, and in integral multiples of $1,000,000 in excess
thereof.

       

           (b)
Mandatory
Prepayments . If at any time, the Total Outstandings at such time shall
exceed the Aggregate Revolving Committed Amount, the Borrower shall immediately
make a payment on the Loans in an amount sufficient to eliminate such
excess.

       

           (c)
Application .
Unless otherwise specified by the Borrower, voluntary repayments and mandatory
prepayments made hereunder shall be applied first to Alternate Base Rate Loans,
then to LIBOR Rate Loans in direct order of Interest Period maturities, and then
(after all Revolving Loans have been repaid) to a cash collateral account in
respect of LOC Obligations. Amounts repaid hereunder may be reborrowed in
accordance with the provisions hereof.

       

           
3.4 Termination
and Reduction of Commitments .

       

           (a)
Voluntary
Reductions . The unused portion of the Aggregate Revolving Committed
Amount may be terminated or permanently reduced by the Borrower in whole or in
part upon three (3) Business Days’ prior written notice to the
Administrative Agent; provided that
(i) after giving effect to any voluntary reduction, the Total Outstandings
at such time shall not exceed the Aggregate Revolving Committed Amount, as
reduced, and (ii) partial reductions shall be in minimum principal amounts
of $5,000,000, and in integral multiples of $1,000,000 in excess
thereof.

       

           (b)
Maturity Date .
The Revolving Commitment, the Swingline Commitment and the LOC Commitment shall
automatically terminate on the Maturity Date.

       

           
3.5 Fees
.

       

           (a)
Commitment Fee
.. In consideration of the Commitments, the Borrower agrees to pay to the
Administrative Agent for the ratable benefit of the Lenders holding Commitments
a commitment fee (the “ Commitment Fee ”) in
an amount equal to the Applicable Percentage per annum on the average daily
unused amount of the Aggregate Revolving Committed Amount. For purposes of
computation of the Commitment Fee, LOC Obligations shall be considered usage of
the Aggregate Revolving Committed Amount but Swingline Loans shall not be
considered usage of the Aggregate Revolving

       

       35

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      Committed
Amount. The Commitment Fee shall be payable quarterly in arrears on the 15th day
following the last day of each calendar quarter for the prior calendar
quarter.

       

           (b)
Letter of Credit
Fees . In consideration of the LOC Commitments, the Borrower agrees to
pay to the Issuing Lender a fee (the “ Letter of Credit Fee
”) equal to the Applicable Percentage per annum on the average daily maximum
amount available to be drawn under each Letter of Credit from the date of
issuance to the date of expiration. In addition to such Letter of Credit Fee,
the Issuing Lender may charge, and retain for its own account without sharing by
the other Lenders, an additional fronting fee (the “ Fronting Fee ”) of
one-eighth of one percent (0.125%) per annum on the average daily maximum amount
available to be drawn under each such Letter of Credit issued by it. The
Fronting Fee shall be payable on the 15th day following the end of the calendar
quarter during which a Letter of Credit has been issued. The Issuing Lender
shall promptly pay over to the Administrative Agent for the ratable benefit of
the Lenders (including the Issuing Lender) the Letter of Credit Fee. The Letter
of Credit Fee shall be payable quarterly in arrears on the 15th day following
the last day of each calendar quarter for the prior calendar
quarter.

       

           (c)
Issuing Lender
Fees . In addition to the Letter of Credit Fees payable pursuant to
subsection (b) hereof, the Borrower shall pay to the Issuing Lender for its
own account without sharing by the other Lenders the reasonable and customary
charges from time to time of the Issuing Lender with respect to the amendment,
transfer, administration, cancellation and conversion of, and drawings under,
such Letters of Credit (collectively, the “ Issuing Lender Fees
”).

       

           (d)
Administrative
Fee . The Borrower agrees to pay to the Administrative Agent the annual
administrative fee as described in the Fee Letter.

       

           
3.6 Computation
of Interest and Fees .

       

           (a)
Interest payable hereunder with respect to Alternate Base Rate Loans based on
the Prime Rate shall be calculated on the basis of a year of 365 days (or
366 days, as applicable) for the actual days elapsed. All other fees,
interest and all other amounts payable hereunder shall be calculated on the
basis of a 360 day year for the actual days elapsed. The Administrative
Agent shall as soon as practicable notify the Borrower and the Lenders of each
determination of a LIBOR Rate on the Business Day of the determination thereof.
Any change in the interest rate on a Loan resulting from a change in the
Alternate Base Rate shall become effective as of the opening of business on the
day on which such change in the Alternate Base Rate shall become effective. The
Administrative Agent shall as soon as practicable notify the Borrower and the
Lenders of the effective date and the amount of each such change.

       

           (b)
Each determination of an interest rate by the Administrative Agent pursuant to
any provision of this Credit Agreement shall be conclusive and binding on the
Borrower and the Lenders in the absence of manifest error. The Administrative
Agent

       

       36

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      shall, at
the request of the Borrower, deliver to the Borrower a statement showing the
computations used by the Administrative Agent in determining any interest
rate.

       

           (c)
It is the intent of the Lenders and the Credit Parties to conform to and
contract in strict compliance with applicable usury law from time to time in
effect. All agreements between the Lenders and the Credit Parties are hereby
limited by the provisions of this paragraph which shall override and control all
such agreements, whether now existing or hereafter arising and whether written
or oral. In no way, nor in any event or contingency (including, but not limited
to, prepayment or acceleration of the maturity of any Credit Party Obligations),
shall the interest taken, reserved, contracted for, charged, or received under
this Credit Agreement, under the Notes or otherwise, exceed the maximum
nonusurious amount permissible under applicable law. If, from any possible
construction of any of the Credit Documents or any other document, interest
would otherwise be payable in excess of the maximum nonusurious amount, any such
construction shall be subject to the provisions of this paragraph and such
interest shall be automatically reduced to the maximum nonusurious amount
permitted under applicable law, without the necessity of execution of any
amendment or new document. If any Lender shall ever receive anything of value
which is characterized as interest on the Loans under applicable law and which
would apart from this provision, be in excess of the maximum nonusurious amount,
an amount equal to the amount which would have been excessive interest shall,
without penalty, be applied to the reduction of the principal amount owing on
the Loans and not to the payment of interest, or refunded to the Borrower or the
other payor thereof if and to the extent such amount which would have been
excessive exceeds such unpaid principal amount of the Loans. The right to demand
payment of the Loans or any other Indebtedness evidenced by any of the Credit
Documents does not include the right to receive any interest which has not
otherwise accrued on the date of such demand, and the Lenders do not intend to
charge or receive any unearned interest in the event of such demand. All
interest paid or agreed to be paid to the Lenders with respect to the Loans
shall, to the extent permitted by applicable law, be amortized, prorated,
allocated, and spread throughout the full stated term (including any renewal or
extension) of the Loans so that the amount of interest on account of such
indebtedness does not exceed the maximum nonusurious amount permitted by
applicable law.

       

           
3.7 Pro Rata
Treatment and Payments .

       

           (a)
Each borrowing of Revolving Loans and any reduction of the Commitments shall be
made pro rata according to the
respective Commitment Percentages of the Lenders. Each payment under this Credit
Agreement or any Note shall be applied (i) first, to any Fees then due and
owing, (ii) second, to interest then due and owing in respect of the Notes
of the Borrower and (iii) third, to principal then due and owing hereunder
and under the Notes of the Borrower. Each payment on account of the Commitment
Fees or the Letter of Credit Fees shall be made pro rata in accordance
with the respective amounts due and owing. Each payment (other than voluntary
repayments and mandatory prepayments) by the Borrower on account of principal of
and interest on the Revolving Loans shall be made pro rata according to the
respective

       

       37

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      amounts
due and owing hereunder. Each voluntary repayment and mandatory prepayment on
account of principal of the Loans shall be applied in accordance with
Section 3.3. All payments (including prepayments) to be made by the
Borrower on account of principal, interest and fees shall be made without
defense, set-off or counterclaim (except as provided in Section 3.13(b))
and shall be made to the Administrative Agent for the account of the Lenders at
the Administrative Agent’s office specified in Section 11.2 in Dollars and
in immediately available funds not later than 1:00 P.M. on the date when due.
The Administrative Agent shall distribute such payments to the Lenders entitled
thereto promptly upon receipt in like funds as received. If any payment
hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable
on a day other than a Business Day, such payment shall be extended to the next
succeeding Business Day, and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension. If
any payment on a LIBOR Rate Loan becomes due and payable on a day other than a
Business Day, the maturity thereof shall be extended to the next succeeding
Business Day unless the result of such extension would be to extend such payment
into another calendar month, in which event such payment shall be made on the
immediately preceding Business Day.

       

           (b)
Allocation of Payments
After Event of Default . Notwithstanding any other provision of this
Credit Agreement to the contrary, after the occurrence and during the
continuance of an Event of Default, all amounts collected or received by the
Administrative Agent or any Lender on account of the Credit Party Obligations or
any other amounts outstanding under any of the Credit Documents or in respect of
the Collateral shall be paid over or delivered as follows:

       

           FIRST,
to the payment of all reasonable out-of-pocket costs and expenses (including
without limitation reasonable attorneys’ fees) of the Administrative Agent in
connection with enforcing the rights of the Lenders under the Credit Documents
and any protective advances made by the Administrative Agent with respect to the
Collateral under or pursuant to the terms of the Security
Documents;

       

           SECOND,
to payment of any fees owed to the Administrative Agent;

       

           THIRD,
to the payment of all reasonable out-of-pocket costs and expenses (including
without limitation, reasonable attorneys’ fees) of each of the Lenders in
connection with enforcing its rights under the Credit Documents or otherwise
with respect to the Credit Party Obligations owing to such Lender;

       

           FOURTH,
to the payment of all of the Credit Party Obligations consisting of accrued fees
and interest and including with respect to any Secured Hedging Agreement any
fees, premiums and scheduled periodic payments due under such Secured Hedging
Agreement and any interest accrued thereon;

       

       38

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           FIFTH,
to the payment of the outstanding principal amount of the Credit Party
Obligations including, without limitation, the payment or cash collateralization
of the outstanding LOC Obligations and payment of the outstanding principal
amount arising under any Secured Hedging Agreement, to the extent such Secured
Hedging Agreement is permitted by Section 7.1(e), any breakage, termination
or other payments due under such Secured Hedging Agreement and any interest
accrued thereon;

       

           SIXTH,
to all other Credit Party Obligations and other obligations which shall have
become due and payable under the Credit Documents or otherwise and not repaid
pursuant to clauses “FIRST” through “FIFTH” above; and

       

           SEVENTH,
to the payment of the surplus, if any, to the Borrower or whoever may be
lawfully entitled to receive such surplus.

       

      In
carrying out the foregoing, (i) amounts received shall be applied in the
numerical order provided until exhausted prior to application to the next
succeeding category; (ii) each of the Lenders shall receive an amount equal
to its pro rata share (based on the proportion that the then outstanding Loans
and LOC Obligations held by such Lender bears to the aggregate then outstanding
Loans and LOC Obligations) of amounts available to be applied pursuant to
clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above and (iii) to the
extent that any amounts available for distribution pursuant to clause “FIFTH”
above are attributable to the issued but undrawn amount of outstanding Letters
of Credit, such amounts shall be held by the Administrative Agent in a cash
collateral account and applied (A) first, to reimburse the Issuing Lender from
time to time for any drawings under such Letters of Credit and (B) then,
following the expiration of all Letters of Credit, to all other obligations of
the types described in clauses “FIFTH” and “SIXTH” above in the manner provided
in this Section 3.7. Notwithstanding the foregoing terms of this Section,
only Collateral proceeds and payments under the Guaranty (as opposed to ordinary
course principal, interest and fee payments hereunder) shall be applied to
obligations under any Secured Hedging Agreement.

       

           
3.8 Non-Receipt
of Funds by the Administrative Agent .

       

           (a)
Unless the Administrative Agent shall have been notified in writing by a Lender
prior to the date a Loan is to be made by such Lender (which notice shall be
effective upon receipt) that such Lender does not intend to make the proceeds of
such Loan available to the Administrative Agent, the Administrative Agent may
assume that such Lender has made such proceeds available to the Administrative
Agent on such date, and the Administrative Agent may in reliance upon such
assumption (but shall not be required to) make available to the Borrower a
corresponding amount. If such corresponding amount is not in fact made available
to the Administrative Agent, the Administrative Agent shall be able to recover
such corresponding amount from such Lender. If such Lender does not pay such
corresponding amount forthwith upon the Administrative Agent’s demand therefor,
the Administrative Agent will promptly notify the Borrower, and the Borrower
shall immediately pay such corresponding amount to the

       

       39

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      Administrative
Agent. The Administrative Agent shall also be entitled to recover from the
Lender or the Borrower, as the case may be, interest on such corresponding
amount in respect of each day from the date such corresponding amount was made
available by the Administrative Agent to the Borrower to the date such
corresponding amount is recovered by the Administrative Agent at a per annum
rate equal to (i) from the Borrower at the applicable rate for the
applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender
at the Federal Funds Rate.

       

           (b)
Unless the Administrative Agent shall have been notified in writing by the
Borrower, prior to the date on which any payment is due from it hereunder (which
notice shall be effective upon receipt) that the Borrower does not intend to
make such payment, the Administrative Agent may assume that such Borrower has
made such payment when due, and the Administrative Agent may in reliance upon
such assumption (but shall not be required to) make available to each Lender on
such payment date an amount equal to the portion of such assumed payment to
which such Lender is entitled hereunder, and if the Borrower has not in fact
made such payment to the Administrative Agent, such Lender shall, on demand,
repay to the Administrative Agent the amount made available to such Lender. If
such amount is repaid to the Administrative Agent on a date after the date such
amount was made available to such Lender, such Lender shall pay to the
Administrative Agent on demand interest on such amount in respect of each day
from the date such amount was made available by the Administrative Agent at a
per annum rate equal to, if repaid to the Administrative Agent within two (2)
days from the date such amount was made available by the Administrative Agent,
the Federal Funds Rate and thereafter at a rate equal to the Alternate Base
Rate.

       

           (c)
A certificate of the Administrative Agent submitted to the Borrower or any
Lender with respect to any amount owing under this Section 3.8 shall be
conclusive in the absence of manifest error.

       

           
3.9 Inability
to Determine Interest Rate .

       

           Notwithstanding
any other provision of this Credit Agreement, if (i) the Administrative
Agent shall reasonably determine (which determination shall be conclusive and
binding absent manifest error) that, by reason of circumstances affecting the
relevant market, reasonable and adequate means do not exist for ascertaining
LIBOR for such Interest Period, or (ii) the Required Lenders shall
reasonably determine (which determination shall be conclusive and binding absent
manifest error) that the LIBOR Rate does not adequately and fairly reflect the
cost to such Lenders of funding LIBOR Rate Loans that the Borrower has requested
be outstanding as a LIBOR Tranche during such Interest Period, the
Administrative Agent shall forthwith give telephone notice of such
determination, confirmed in writing, to the Borrower, and the Lenders at least
two (2) Business Days prior to the first day of such Interest Period.
Unless the Borrower shall have notified the Administrative Agent upon receipt of
such telephone notice that it wishes to rescind or modify its request regarding
such LIBOR Rate Loans, any Loans that were requested to be made as LIBOR Rate
Loans shall be made as Alternate Base Rate Loans and any Loans that were
requested to be converted into or continued as LIBOR Rate Loans shall remain as
or be converted into Alternate Base Rate Loans. Until any such notice has been
withdrawn by

       

       40

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      the
Administrative Agent, no further Loans shall be made as, continued as, or
converted into, LIBOR Rate Loans for the Interest Periods so
affected.

       

           
3.10 Illegality
.

       

           Notwithstanding
any other provision of this Credit Agreement, if the adoption of or any change
in any Requirement of Law or in the interpretation or application thereof by the
relevant Governmental Authority to any Lender shall make it unlawful for such
Lender or its LIBOR Lending Office to make or maintain LIBOR Rate Loans as
contemplated by this Credit Agreement or to obtain in the interbank eurodollar
market through its LIBOR Lending Office the funds with which to make such Loans,
(a) such Lender shall promptly notify the Administrative Agent and the
Borrower thereof, (b) the commitment of such Lender hereunder to make LIBOR
Rate Loans or continue LIBOR Rate Loans as such shall forthwith be suspended
until the Administrative Agent shall give notice that the condition or situation
which gave rise to the suspension shall no longer exist, and (c) such Lender’s
Loans then outstanding as LIBOR Rate Loans, if any, shall be converted on the
last day of the Interest Period for such Loans or within such earlier period as
required by law to Alternate Base Rate Loans. The Borrower hereby agrees
promptly to pay any Lender, upon its demand, any additional amounts necessary to
compensate such Lender for actual and direct costs (but not including
anticipated profits) reasonably incurred by such Lender including, but not
limited to, any interest or fees payable by such Lender to lenders of funds
obtained by it in order to make or maintain its LIBOR Rate Loans hereunder. A
certificate as to any additional amounts payable pursuant to this
Section 3.10 submitted by such Lender, through the Administrative Agent, to
the Borrower shall be conclusive in the absence of manifest error. Each Lender
agrees to use reasonable efforts (including reasonable efforts to change its
LIBOR Lending Office) to avoid or to minimize any amounts which may otherwise be
payable pursuant to this Section 3.10; provided , however , that such
efforts shall not cause the imposition on such Lender of any additional costs or
legal or regulatory burdens deemed by such Lender in its sole discretion to be
material.

       

           
3.11 Requirements
of Law .

       

           (a)
If the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof or compliance by any Lender with any
request or directive (whether or not having the force of law) from any central
bank or other Governmental Authority made subsequent to the date
hereof:

       

           (i)
shall subject such Lender to any tax of any kind whatsoever with respect to any
LIBOR Rate Loan made by it, or change the basis of taxation of payments to such
Lender in respect thereof (except for changes in the rate of tax on the overall
net income of such Lender);

       

           (ii)
shall impose, modify or hold applicable any reserve, special deposit, compulsory
loan or similar requirement against assets held by, deposits or other
liabilities in or for the account of, advances, loans or other extensions of
credit by, or any other acquisition of funds by, any office of such Lender which
is not otherwise included in the determination of the LIBOR Rate hereunder;
or

       

       41

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           (iii)
shall impose on such Lender any other condition;

       

      and the
result of any of the foregoing is to increase the cost to such Lender of making
or maintaining LIBOR Rate Loans or the Letters of Credit or to reduce any amount
receivable hereunder or under any Note (other than costs or reductions relating
to taxes which shall be governed exclusively by Section 3.13 hereof), then,
in any such case, the Borrower shall promptly pay such Lender, upon its demand,
any additional amounts necessary to compensate such Lender for such additional
cost or reduced amount receivable which such Lender reasonably deems to be
material as determined by such Lender with respect to its LIBOR Rate Loans or
Letters of Credit. A certificate as to any additional amounts payable pursuant
to this Section 3.11 submitted by such Lender, through the Administrative
Agent, to the Borrower shall be conclusive in the absence of manifest error.
Each Lender agrees to use reasonable efforts (including reasonable efforts to
change its LIBOR Lending Office, as the case may be) to avoid or to minimize any
amounts which might otherwise be payable pursuant to this paragraph of this
Section 3.11; provided , however , that such
efforts shall not cause the imposition on such Lender of any additional costs or
legal or regulatory burdens deemed by such Lender in its sole discretion to be
material.

       

           (b)
If any Lender shall have reasonably determined that the adoption of or any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any central bank
or Governmental Authority made subsequent to the date hereof does or shall have
the effect of reducing the rate of return on such Lender’s or such corporation’s
capital as a consequence of its obligations hereunder to a level below that
which such Lender or such corporation could have achieved but for such adoption,
change or compliance (taking into consideration such Lender’s or such
corporation’s policies with respect to capital adequacy) by an amount reasonably
deemed by such Lender in its sole discretion to be material, then from time to
time, within fifteen (15) days after demand by such Lender, the Borrower
shall pay to such Lender such additional amount as shall be certified by such
Lender as being required to compensate it for such reduction. Such a certificate
as to any additional amounts payable under this Section 3.11 submitted by a
Lender (which certificate shall include a description of the basis for the
computation), through the Administrative Agent, to the Borrower shall be
conclusive absent manifest error.

       

           (c)
The agreements in this Section 3.11 shall survive the termination of this
Credit Agreement and payment of the Notes and all other amounts payable
hereunder.

       

           
3.12 Indemnity
.

       

           The
Borrower hereby agrees to indemnify each Lender and to hold such Lender harmless
from any funding loss or expense (excluding loss of anticipated profits) which
such Lender may sustain or incur as a consequence of (a) default by the
Borrower in payment of the principal amount of or interest on any Loan by such
Lender in accordance with the terms hereof,

       

       42

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      (b) default
by the Borrower in accepting a borrowing after the Borrower has given a notice
in accordance with the terms hereof, (c) default by the Borrower in making
any repayment after the Borrower has given a notice in accordance with the terms
hereof, and/or (d) the making by the Borrower of a repayment or prepayment
of a Loan, or the conversion thereof, on a day which is not the last day of the
Interest Period with respect thereto, in each case including, but not limited
to, any such loss or expense arising from interest or fees payable by such
Lender to lenders of funds obtained by it in order to maintain its Loans
hereunder. A certificate as to any additional amounts payable pursuant to this
Section 3.12 submitted by any Lender, through the Administrative Agent, to
the Borrower (which certificate must be delivered to the Administrative Agent
within thirty (30) days following such default, repayment, prepayment or
conversion) shall be conclusive in the absence of manifest error. The agreements
in this Section 3.12 shall survive termination of this Credit Agreement and
payment of the Notes and all other amounts payable hereunder.

       

           
3.13 Taxes
.

       

           (a)
All payments made by the Borrower hereunder or under any Note will be, except to
the extent required by law and except as provided in Section 3.13(b), made
free and clear of, and without deduction or withholding for, any present or
future taxes, levies, imposts, duties, fees, assessments or other charges of
whatever nature now or hereafter imposed by any Governmental Authority or by any
political subdivision or taxing authority thereof or therein with respect to
such payments (but excluding (i) any tax imposed on or measured by the net
income or profits of a Lender pursuant to the laws of the jurisdiction in which
it is organized or the jurisdiction in which the principal office or applicable
lending office of such Lender is located or any subdivision thereof or therein,
(ii) any branch profits taxes imposed by the United States or any similar
tax imposed by any other jurisdiction in which the Borrower is located and
(iii) any taxes that would not have been imposed but for a connection
between a Lender and the jurisdiction imposing such tax other than a connection
arising solely from entering into this Credit Agreement or any other Credit
Documents) and all interest, penalties or similar liabilities with respect
thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments
or other charges being referred to collectively as “ Taxes ”). If any
Taxes are required by law to be withheld or deducted by the Borrower from or in
respect of any sum payable hereunder or under any Note, (i) the sum payable
shall be increased as may be necessary so that every payment of all amounts due
under this Credit Agreement or under any Note, after withholding or deduction
for or on account of any Taxes, will not be less than the amount provided for
herein or in such Note, (ii) the Borrower shall make such deductions or
withholdings and (iii) the Borrower shall pay the full amount deducted to
the relevant taxation authority or other authority in accordance with applicable
law. The Borrower will furnish to the Administrative Agent as soon as
practicable after the date the payment of any Taxes is due pursuant to
applicable law certified copies (to the extent reasonably available and required
by law) of tax receipts evidencing such payment by the Borrower. If liability
for Taxes is asserted against a Lender, the Lender shall provide notice to the
Borrower of such liability, and the Borrower shall indemnify and hold harmless
such Lender, and reimburse such Lender upon its written request, for the amount
of any Taxes so levied or imposed and paid by such Lender.

       

       43

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      A
Lender’s failure to provide notice to the Borrower shall not relieve the
Borrower of any of its obligations under the preceding sentence; provided , however , that
notwithstanding the foregoing, where notice is not given within 120 days
after the Lender receives written notice of the assertion of Taxes and the
Borrower does not otherwise have notice of such assertion, no indemnification
shall be required for penalties, additions to Taxes, expenses and interest
accruing on such Taxes from the date 120 days after the receipt by the
Lender of written notice of the assertion of such Taxes until thirty
(30) days after the date such notice was actually received by the Borrower.
Each Lender shall use reasonable efforts to cooperate with the Borrower in
seeking a refund of any such Tax payment, which, in the opinion of the
independent certified accountants to the Borrower, has not been correctly or
legally asserted. In the event that an administrative or judicial proceeding is
commenced involving any Lender which, if determined adversely to it, would
result in the payment of Taxes, such Lender shall promptly notify the Borrower
and shall cooperate with and assist the Borrower to reduce or recover amounts
with respect to such Taxes.

       

           (b)
Each Lender that is not a United States person (as such term is defined in
Section 7701(a)(30) of the Code) agrees to deliver to the Borrower and the
Administrative Agent on or prior to the Closing Date, or in the case of a Lender
that is an assignee or transferee of an interest under this Credit Agreement
pursuant to Section 11.6 (unless the respective Lender was already a Lender
hereunder immediately prior to such assignment or transfer), on the date of such
assignment or transfer to such Lender, (i) if the Lender is a “bank” within
the meaning of Section 881(c)(3)(A) of the Code, two accurate and complete
original signed copies of Internal Revenue Service Form W-8BEN or W-8ECI (or
successor forms) (or, in the case of a partnership, an Internal Revenue Service
Form W-8IMY with appropriate Internal Revenue Service Forms W-8 of its Partners
attached) certifying such Lender’s entitlement to a complete exemption from
United States federal withholding tax with respect to payments to be made under
this Credit Agreement and under any Note, or (ii) if the Lender is not a
“bank” within the meaning of Section 881(c)(3)(A) of the Code, either
Internal Revenue Service Form W-8BEN or W-8ECI as set forth in clause
(i) above, or (A) a certificate substantially in the form of Schedule 3.13
(any such certificate, a “ Non-Bank Certificate
”) and (B) two accurate and complete original signed copies of Internal
Revenue Service Form W-8BEN (or successor form) (or, in the case of a
partnership, an Internal Revenue Service Form W-8IMY with appropriate Internal
Revenue Service Forms W-8 of its Partners attached) certifying such Lender’s
entitlement to an exemption from United States federal withholding tax with
respect to payments of interest to be made under this Credit Agreement and under
any Note. In addition, each Lender agrees that it will deliver upon the
Borrower’s request updated versions of the foregoing, as applicable, whenever
the previous certification has become obsolete or inaccurate in any material
respect, together with such other forms as may be required in order to confirm
or establish the entitlement of such Lender to a continued exemption from or
reduction in United States federal withholding tax with respect to payments
under this Credit Agreement and any Note. Notwithstanding anything to the
contrary contained in Section 3.13(a), but subject to the immediately
succeeding sentence, (A) the Borrower shall be entitled, to the extent it
is required to do so by law, to deduct or withhold Taxes imposed by the United
States (or any political subdivision or taxing authority thereof or therein)
from interest, fees or other

       

       44

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      amounts
payable hereunder for the account of any Lender which is not a United States
person (as such term is defined in Section 7701(a)(30) of the Code) for
United States federal income tax purposes to the extent that such Lender has not
provided to the Borrower United States Internal Revenue Service Forms that
establish a complete exemption from such deduction or withholding and
(B) the Borrower shall not be obligated pursuant to Section 3.13(a)
hereof to indemnify or gross-up payments to be made to a Lender in respect of
Taxes imposed by the United States if (1) such Lender has not provided to
the Borrower the Internal Revenue Service Forms required to be provided to the
Borrower pursuant to this Section 3.13(b) or (2) in the case of a
payment, other than interest, to a Lender described in clause (ii) above,
to the extent that such Forms do not establish a complete exemption from
withholding of such Taxes. Notwithstanding anything to the contrary contained in
the preceding sentence or elsewhere in this Section 3.13, the Borrower
agrees to pay additional amounts and to indemnify each Lender in the manner set
forth in Section 3.13(a) (without regard to the identity of the
jurisdiction requiring the deduction or withholding) in respect of any Taxes
deducted or withheld by it as described in the immediately preceding sentence as
a result of any changes after the Closing Date in any applicable law, treaty,
governmental rule, regulation, guideline or order, or in the interpretation
thereof, relating to the deducting or withholding of Taxes; provided , however , that if a
Lender is able to avoid or reduce such Taxes by complying with applicable
information reporting, certification or identification requirements, such Lender
must comply with such requirements to obtain the benefits of this
sentence.

       

           (c)
Each Lender agrees to use reasonable efforts (including reasonable efforts to
change its LIBOR Lending Office, as the case may be) to avoid or to minimize any
amounts which might otherwise be payable pursuant to this Section 3.13;
provided ,
however , that
such efforts shall not cause the imposition on such Lender of any additional
costs or legal or regulatory burdens deemed by such Lender in its sole
discretion to be material.

       

           (d)
If the Borrower pays any additional amount pursuant to this Section 3.13
with respect to a Lender, such Lender shall use reasonable efforts to obtain a
refund of tax or credit against its tax liabilities on account of such payment;
provided that
such Lender shall have no obligation to use such reasonable efforts if either
(i) it is in an excess foreign tax credit position or (ii) it believes
in good faith, in its sole discretion, that claiming a refund or credit would
cause adverse tax consequences to it. In the event that such Lender receives
such a refund or credit, such Lender shall pay to the Borrower an amount that
such Lender reasonably determines is equal to the net tax benefit obtained by
such Lender as a result of such payment by the Borrower. In the event that no
refund or credit is obtained with respect to the Borrower’s payments to such
Lender pursuant to this Section 3.13, then such Lender shall upon request
provide a certification that such Lender has not received a refund or credit for
such payments. Nothing contained in this Section 3.13 shall require a
Lender to disclose or detail the basis of its calculation of the amount of any
tax benefit or any other amount or the basis of its determination referred to in
the proviso to the first sentence of this Section 3.13 to the Borrower or
any other party.

       

       45

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           (e)
The agreements in this Section 3.13 shall survive the termination of this
Credit Agreement and the payment of the Notes and all other amounts payable
hereunder.

       

           
3.14 Indemnification;
Nature of Issuing Lender’s Duties .

       

           (a)
In addition to its other obligations under Section 2.2, the Borrower hereby
agrees to protect, indemnify, pay and hold the Issuing Lender harmless from and
against any and all claims, demands, liabilities, damages, losses, costs,
charges and expenses (including reasonable attorneys’ fees) that the Issuing
Lender may incur or be subject to as a consequence, direct or indirect, of
(i) the issuance of any Letter of Credit, except to the extent resulting
from the gross negligence, bad faith or willful misconduct of the Issuing Lender
or (ii) the failure of the Issuing Lender to honor a drawing under a Letter
of Credit as a result of any act or omission, whether rightful or wrongful, of
any present or future de jure or de facto government or governmental authority
(all such acts or omissions, herein called “ Government Acts
”).

       

           (b)
As between the Borrower and the Issuing Lender, the Borrower shall assume all
risks of the acts, omissions or misuse of any Letter of Credit by the
beneficiary thereof. The Issuing Lender shall not be responsible for:
(i) the form, validity, sufficiency, accuracy, genuineness or legal effect
of any document submitted by any party in connection with the application for
and issuance of any Letter of Credit, even if it should in fact prove to be in
any or all respects invalid, insufficient, inaccurate, fraudulent or forged;
(ii) the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign any Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part, that may prove
to be invalid or ineffective for any reason; (iii) failure of the
beneficiary of a Letter of Credit to comply fully with conditions required in
order to draw upon a Letter of Credit; (iv) errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail,
cable, telegraph, telex or otherwise, whether or not they be in cipher;
(v) errors in interpretation of technical terms; (vi) any loss or
delay in the transmission or otherwise of any document required in order to make
a drawing under a Letter of Credit or of the proceeds thereof; and
(vii) any consequences arising from causes beyond the control of the
Issuing Lender, including, without limitation, any Government Acts. None of the
above shall affect, impair, or prevent the vesting of the Issuing Lender’s
rights or powers hereunder.

       

           (c)
In furtherance and extension and not in limitation of the specific provisions
hereinabove set forth, any action taken or omitted by the Issuing Lender, under
or in connection with any Letter of Credit or the related certificates, if taken
or omitted in good faith, shall not put such Issuing Lender under any resulting
liability to the Borrower. It is the intention of the parties that this Credit
Agreement shall be construed and applied to protect and indemnify the Issuing
Lender against any and all risks involved in the issuance of the Letters of
Credit, all of which risks are hereby assumed by the Borrower, including,
without limitation, any and all risks of the acts or omissions, whether rightful
or wrongful, of any Government Authority. The Issuing Lender shall not, in any
way, be liable for any failure by the Issuing Lender or anyone else to pay
any

       

       46

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      drawing
under any Letter of Credit as a result of any Government Acts or any other cause
beyond the control of the Issuing Lender.

       

           (d)
Nothing in this Section 3.14 is intended to limit the reimbursement
obligation of the Borrower contained in Section 2.2 hereof. The obligations
of the Borrower under this Section 3.14 shall survive the termination of
this Credit Agreement. No act or omissions of any current or prior beneficiary
of a Letter of Credit shall in any way affect or impair the rights of the
Issuing Lender to enforce any right, power or benefit under this Credit
Agreement.

       

           (e)
Notwithstanding anything to the contrary contained in this Section 3.14,
the Borrower shall have no obligation to indemnify any Issuing Lender in respect
of any liability incurred by such Issuing Lender arising out of the gross
negligence, bad faith or willful misconduct of the Issuing Lender, as determined
by a court of competent jurisdiction.

       

           
3.15 Replacement
of Lenders; Other Limitations .

       

           (a)
If (i) any Lender requests compensation under Section 3.10 or 3.11(a)
or shall notify the Borrower that its obligation to make or maintain LIBOR Rate
Loans has been suspended under Section 3.11(b) or (ii) any Lender
fails to consent to any proposed amendment, modification, termination, waiver or
consent with respect to any provision hereof or of any other Credit Document
that requires the unanimous approval of all of the Lenders, the approval of all
of the Lenders affected thereby or the approval of a class of Lenders, in each
case in accordance with the terms of Section 11.1, then the Borrower may,
at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate at par, without
recourse (in accordance with and subject to the restrictions contained in, and
consents required by, Section 11.6), all of its interests, rights and
obligations under the Credit Documents to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment), provided that:

       

           (A)
the Borrower or the assignee shall have paid to the Administrative Agent the
assignment fee specified in Section 11.6(b)(iv);

       

           (B)
such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and participations in LOC Obligations, accrued interest
thereon, accrued fees and all other amounts accrued and payable to it hereunder
and under the other Credit Documents (including any amounts under Sections 3.10,
3.11(a) and 3.11(b) from the assignee (to the extent of such outstanding
principal) or the Borrower (to the extent of such outstanding interest, fees and
other amounts);

       

           (C)
in the case of any such assignment resulting from a Lender’s failure to consent
as described in clause (ii), the consent of the Required Lenders

       

       47

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      shall
have been obtained with respect to such amendment, modification, termination,
waiver or consent; and

       

           (D)
such assignment does not conflict with applicable law.

       

      A Lender
shall not be required to make any such assignment or delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to
apply.

       

           (b)
If any Lender shall petition the Borrower for any increased cost or amounts
under Section 3.11 more than ninety (90) days after such Lender had
knowledge of the occurrence of the event giving rise to such increased costs or
amounts, the Borrower shall not be obligated to reimburse such Lender for
amounts incurred prior to the date on which the Borrower receives such petition
for increased costs or amounts (provided that if the event giving rise to the
increased costs or amounts is retroactive, then the ninety (90) day period
referenced above shall be extended to include the period of retroactive
effect).

       

           
3.16 Extension
of Maturity Date .

       

           (a)
Requests for
Extension . The Borrower may, by notice to the Administrative Agent (who
shall promptly notify the Lenders) not earlier than 450 days and not later
than 35 days prior to (i) the third anniversary of the Closing Date
(the “ First Extension
Date ”) and (ii) the fourth anniversary of the Closing Date (the “
Second Extension
Date ” and, with the First Extension Date, each an “ Extension Date ”),
request that each Lender extend such Lender’s Maturity Date for an additional
year from the Maturity Date then in effect hereunder (the “ Existing Maturity
Date ”).

       

           (b)
Lender Elections to
Extend . Each Lender, acting in its sole and individual discretion,
shall, by notice to the Administrative Agent given not later than the date (the
“ Notice Date
”) that is ten (10) days from the date which such Lender receives notice
from the Administrative Agent of the Borrower’s request for an extension of the
Existing Maturity Date, advise the Administrative Agent whether or not such
Lender agrees to such extension. Each Lender that determines not to so extend
its Maturity Date (a “ Non-Extending Lender
”) shall notify the Administrative Agent of such fact promptly after such
determination (but in any event no later than the Notice Date), and any Lender
that does not so advise the Administrative Agent on or before the Notice Date
shall be deemed to be a Non-Extending Lender. The election of any Lender to
agree to such extension shall not obligate any other Lender to so
agree.

       

           (c)
Notification by
Administrative Agent . The Administrative Agent shall notify the Borrower
of each Lender’s determination under this Section no later than the date fifteen
(15) days prior to the applicable Extension Date (or, if such date is not a
Business Day, on the next preceding Business Day).

       

       48

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           (d)
Additional Commitment
Lenders . The Borrower shall have the right on or before the applicable
Extension Date (effective as of the applicable Extension Date) to replace the
Commitments of any Non-Extending Lenders with, and at its option add as
“Lenders” under this Agreement, one or more Eligible Assignees (each, an “ Additional Commitment
Lender ”) as provided in Section 11.6, each of which Additional
Commitment Lenders shall have entered into an Assignment and Assumption pursuant
to which such Additional Commitment Lender shall, effective as of the applicable
Extension Date, undertake a Commitment (and, if any such Additional Commitment
Lender is already a Lender, its Commitment shall be in addition to such Lender’s
Commitment hereunder on such date).

       

           (e)
Minimum Extension
Requirement . If (and only if) the total of the Commitments of the
Lenders that have agreed so to extend their Maturity Date (each, an “ Extending Lender ”)
and the additional Commitments of the Additional Commitment Lenders shall be
more than 50% of the aggregate amount of the Commitments in effect immediately
prior to the applicable Extension Date, then, effective as of such Extension
Date, the Maturity Date of each Extending Lender and of each Additional
Commitment Lender shall be extended to the date falling one year after the
Existing Maturity Date (except that, if such date is not a Business Day, such
Maturity Date as so extended shall be the next preceding Business Day) and each
Additional Commitment Lender shall thereupon become a “ Lender ” for all
purposes of this Agreement; provided , however , that there
shall be no change in the Maturity Date of any Non-Extending
Lender.

       

           (f)
Conditions to
Effectiveness of Extensions . Notwithstanding the foregoing, the
extension of the Maturity Date pursuant to this Section shall not be effective
with respect to any Lender unless:

       

           (i)
no Default or Event of Default exists on the date of such extension and after
giving effect thereto;

       

           (ii)
all applicable conditions set forth in Section 4.2 shall have been
satisfied; and

       

           (iii)
to the extent the Commitments of any Non-Extending Lender shall not be replaced
with Commitments from one or more Additional Commitment Lenders on the
applicable Extension Date as provided for in Section 3.16(d), and thus
there shall be no change in the applicable Maturity Date for such Non-Extending
Lender, it is understood and agreed that (x) the Borrower shall repay the
Revolving Loans outstanding on the applicable Maturity Date of any such
Non-Extending Lender (and pay any additional amounts required pursuant to
Section 3.12) to the extent necessary to repay, nonratably, the Loans of
all Non-Extending Lenders and the Commitment Percentages of the remaining
Lenders shall be revised effective as of such date, on such applicable Maturity
Date, the Commitments of the Non-Extending Lenders will be permanently
terminated and the Aggregate Revolving Committed Amount on and after such date
will be equal to the Commitments of the remaining Lenders.

       

       49

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      SECTION
4

       

      CONDITIONS

       

           
4.1 Conditions
to Closing .

       

           This
Credit Agreement shall become effective upon, and the obligation of each Lender
to make the initial Loans is subject to, the satisfaction of the following
conditions precedent:

       

           (a)
Execution of Credit
Agreement and Credit Documents . Receipt of (i) multiple counterparts of
this Credit Agreement, (ii) multiple counterparts of the Pledge Agreement
and any other Security Document, (iii) for the account of each Lender
requesting a promissory note, a Revolving Note, and (iv) for the account of
the Swingline Lender, the Swingline Note, in each case (A) executed by a
duly authorized officer of each party thereto, (B) conforming to the
requirements of this Credit Agreement and (C) to the extent requested by a
Lender.

       

           (b)
Legal Opinion .
Receipt of a New York counsel legal opinion and applicable local counsel
opinions relating to this Credit Agreement and the other Credit Documents and
the transactions contemplated herein and therein, in form and substance
reasonably acceptable to the Administrative Agent, which opinions shall include,
without limitation, (i) an opinion that the execution, delivery and
performance of the Credit Documents and the performance of the transactions
contemplated hereby will not conflict with, result in a breach of, require any
consent or permit any acceleration of (or require repayment of) any Indebtedness
of the Credit Parties or under any of the Credit Parties’ corporate instruments
and material agreements and (ii) opinions as to perfection of the Liens
granted to the Administrative Agent pursuant to the Security
Documents.

       

           (c)
Financial
Information . Receipt by the Administrative Agent of the financial
information of the Borrower and its Restricted Subsidiaries referred to in
Section 5.1, in form and substance satisfactory to the Administrative
Agent.

       

           (d)
Absence of Legal
Proceedings . There shall be no material pending or, to the best
knowledge of the Borrower, threatened action, suit, investigation, proceeding,
injunction, order or claim with respect to the Borrower or any of its
Subsidiaries that could reasonably be expected to have a Material Adverse
Effect. There shall be no bankruptcy or insolvency proceeding with respect to
any Credit Party other than an Immaterial Guarantor.

       

           (e)
Corporate
Documents . Receipt of the following (or their equivalent) for each
Credit Party, each (other than with respect to clause (iv)) certified by the
secretary or assistant secretary of such Credit Party as of the Closing Date to
be true and correct and in force and effect pursuant to a certificate
substantially in the form attached hereto as Schedule 4.1(e)
:

       

       50

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           (i)
Articles of
Incorporation . Copies of the articles of incorporation or charter
documents certified to be true and complete as of a recent date by the
appropriate Governmental Authority of the state of its
organization.

       

           (ii)
Resolutions .
Copies of resolutions of the Board of Directors or comparable managing body
approving and adopting the respective Credit Documents, the transactions
contemplated therein and authorizing execution and delivery thereof, certified
by an officer of such Credit Party (pursuant to a secretary’s certificate in
substantially the form of Schedule 4.1(b)
attached hereto) as of the Closing Date to be true and correct and in force and
effect as of such date.

       

           (iii)
Bylaws . Copies
of the bylaws, operating agreement or partnership agreement certified by a
secretary or assistant secretary as of the Closing Date to be true and correct
and in force and effect as of such date.

       

           (iv)
Good Standing .
Copies, where applicable, of certificates of good standing, existence or its
equivalent certified as of a recent date by the appropriate Governmental
Authorities of the State of organization and each other State in which the
failure to so qualify and be in good standing would be reasonably likely to have
a Material Adverse Effect.

       

           (v)
Incumbency . An
incumbency certificate of each Credit Party certified by a secretary or
assistant secretary to be true and correct as of the Closing Date.

       

           (vi)
Personal Property
Collateral . The Administrative Agent and the Syndication Agent shall
have received, in form and substance satisfactory to the Administrative Agent
and the Syndication Agent:

       

           (A)
(1) searches of UCC filings in the jurisdiction of incorporation or
formation, as applicable, of the Credit Parties, copies of the financing
statements on file in such jurisdictions and evidence that no Liens exist other
than Permitted Liens and (2) tax lien, judgment and pending litigation
searches;

       

           (B)
completed UCC financing statements for each appropriate jurisdiction as is
necessary to perfect the Administrative Agent’s security interest in the
Collateral;

       

           (C)
stock or membership certificates, if any, evidencing the Equity Interests
pledged to the Administrative Agent pursuant to the Pledge Agreement and duly
executed in blank undated stock or transfer powers; and

       

       51

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           (D)
duly executed consents as are necessary to perfect the Lenders’ security
interest in the Collateral;

       

           (f)
Fees . Receipt
by the Administrative Agent and the Lenders of all fees, if any, then owing
pursuant to the Fee Letter, Section 3.5 or pursuant to any Credit
Document.

       

           (g)
Account Designation
Letter . Receipt by the Administrative Agent of an executed counterpart
of the Account Designation Letter.

       

           (h)
Officer’s
Certificate . Receipt by the Administrative Agent of a certificate of a
Responsible Officer certifying that (i) the Borrower is in pro forma
compliance with all of the covenants in Section 6.7 both before and after
giving effect to any Loans to be made on the Closing Date, (ii) no Default
or Event of Default exists, and (iii) all representations and warranties
contained herein and in the other Credit Documents are (A) with respect to
representations and warranties that contain a materiality qualification, true
and correct (after giving effect to such materiality qualification set forth
therein) and (B) with respect to representations and warranties that do not
contain a materiality qualification, true and correct in all material
respects.

       

           (i)
Payment
Instructions . Receipt by the Administrative Agent of payment
instructions with respect to each wire transfer to be made by the Administrative
Agent on behalf of the Lenders or the Borrower on the Closing Date setting forth
the amount of such transfer, the purpose of such transfer, the name and number
of the account to which such transfer is to be made, the name and ABA number of
the bank or other financial institution where such account is located and the
name and telephone number of an individual that can be contacted to confirm
receipt of such transfer.

       

           (j)
No Material Adverse
Effect . No Material Adverse Effect shall have occurred since
July 26, 2008.

       

           (k)
Existing
Indebtedness . All of the existing Indebtedness of the Borrower and its
Subsidiaries under the Existing Credit Agreement (other than the Existing
Letters of Credit) shall be repaid in full and terminated and all security
interests and Liens (other than Permitted Liens) related thereto (if any) shall
be terminated on the Closing Date.

       

           (l)
Consents . The
Administrative Agent shall have received evidence that all necessary
governmental, corporate, shareholder and third party consents and approvals, if
any, in connection with the financings and other transactions contemplated
hereby have been received and no condition exists which would reasonably be
likely to restrain, prevent or impose any material adverse conditions on the
transactions contemplated hereby.

       

           (m)
[Reserved]
..

       

       52

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           (n)
Solvency
Certificate . The Administrative Agent shall have received an officer’s
certificate for the Credit Parties prepared by the chief financial officer of
the Borrower as to the financial condition, solvency and related matters of the
Borrower and the Credit Parties taken as a whole, after giving effect to the
initial borrowings under the Credit Documents, in substantially the form of
Schedule 4.1(n)
..

       

           (o)
Compliance with
Laws . The financings and other transactions contemplated hereby shall be
in compliance with all applicable laws and regulations (including all applicable
securities and banking laws, rules and regulations).

       

           (p)
Patriot Act
Certificate . The Administrative Agent shall have received a certificate
satisfactory thereto, for benefit of itself and the Lenders, provided by the
Borrower that sets forth information required by the Patriot Act (as defined in
Section 11.18) including, without limitation, the identity of the Borrower, the
name and address of the Borrower and other information that will allow the
Administrative Agent or any Lender, as applicable, to identify the Borrower in
accordance with the Patriot Act.

       

           (q)
Additional
Matters . All other documents in connection with the transactions
contemplated by this Credit Agreement shall be reasonably satisfactory in form
and substance to the Administrative Agents and the Required
Lenders.

       

           
4.2 Conditions
to All Extensions of Credit .

       

           The
obligation of each Lender to make any Extension of Credit hereunder is subject
to the satisfaction of the following conditions precedent on the date of making
such Extension of Credit:

       

           (a)
Representations and
Warranties . The representations and warranties made by any Credit Party
herein or in any other Credit Document or which are contained in any certificate
furnished at any time under or in connection herewith or therewith shall (i)
with respect to representations and warranties that contain a materiality
qualification, be true and correct (after giving effect to such materiality
qualification set forth therein) and (ii) with respect to representations
and warranties that do not contain a materiality qualification, be true and
correct in all material respects, in each case on and as of the date of such
Extension of Credit as if made on and as of such date except for any
representation or warranty made as of an earlier date, which representation and
warranty shall remain true and correct (or true and correct in all material
respects, as applicable) as of such earlier date.

       

           (b)
No Default or Event of
Default . No Default or Event of Default shall have occurred and be
continuing on such date or after giving effect to the Extension of Credit to be
made on such date.

       

           (c)
Compliance with
Commitments . Immediately after giving effect to the Extension of Credit
to be made on such date (and the application of the proceeds thereof),
(i) the Total Outstandings at such time shall not exceed the Aggregate
Revolving

       

       53

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      Committed
Amount, (ii) the LOC Obligations shall not exceed the LOC Committed amount
and (iii) the outstanding Swingline Loans shall not exceed the Swingline
Committed Amount.

       

           (d)
Additional Conditions
to Revolving Loans . If a Revolving Loan is requested, all conditions set
forth in Section 2.1(b)(i) shall have been satisfied.

       

           (e)
Additional Conditions
to Letters of Credit . If the issuance of a Letter of Credit is
requested, all conditions set forth in Section 2.2(b) shall have been
satisfied.

       

           (f)
Additional Conditions
to Swingline Loans . If a Swingline Loan is requested, all conditions set
forth in Section 2.3(b)(i) shall have been satisfied.

       

           Each
request for an Extension of Credit (including extensions and conversions) and
each acceptance by the Borrower of an Extension of Credit (including extensions
and conversions) shall be deemed to constitute a representation and warranty by
each of the Credit Parties as of the date of such Loan that the conditions in
subsections (a) through (c) and subsection (d), (e) or (f), as
applicable, of this Section 4.2 have been satisfied.

       

      SECTION
5

       

      REPRESENTATIONS
AND WARRANTIES

       

           To
induce the Lenders to enter into this Credit Agreement and to make Extensions of
Credit herein provided for, each of the Credit Parties hereby represents and
warrants to the Administrative Agent and to each Lender that:

       

           
5.1 Financial
Condition .

       

           The
Borrower has delivered to the Administrative Agent and the Lenders
(i) balance sheets and the related statements of income and of cash flows
of the Borrower and its Subsidiaries for the Borrower’s July 26, 2008
fiscal year end audited by Deloitte & Touche, LLP, certified public
accountants. The financial statements referred to above are, in all material
respects, complete and correct and present fairly the financial condition of the
Borrower and its Subsidiaries in accordance with GAAP as of such dates. All such
financial statements, including the related schedules and notes thereto, have
been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as disclosed therein).

       

           
5.2 No
Material Adverse Change .

       

           Since
July 26, 2008, there has been no development or event which has had or
could reasonably be expected to have a Material Adverse Effect.

       

       54

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           
5.3 Organization;
Existence .

       

           Each
Credit Party (a) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, (b) has the
corporate or other necessary power and authority, and the legal right to own and
operate its property, to lease the property it operates as lessee and to conduct
the business in which it is currently engaged, except as would not, in the
aggregate, have a Material Adverse Effect and (c) is duly qualified as a
foreign entity and in good standing under the laws of each jurisdiction where
its ownership, lease or operation of property or the conduct of its business
requires such qualification, other than in such jurisdictions where the failure
to be so qualified and in good standing would not, in the aggregate, have a
Material Adverse Effect.

       

           
5.4 Power;
Authorization; Enforceable Obligations .

       

           Each
Credit Party has the corporate or other necessary power and authority, and the
legal right, to make, deliver and perform the Credit Documents to which it is a
party and has taken all necessary corporate or other action to authorize the
execution, delivery and performance by it of the Credit Documents to which it is
a party. No consent or authorization of, filing with, notice to or other act by
or in respect of, any Governmental Authority or any other Person is required in
connection with acceptance of extensions of credit by the Borrower or the making
of the guaranties hereunder or with the execution, delivery or performance of
any Credit Documents by the Credit Parties (other than those which have been
obtained) or with the validity or enforceability of any Credit Document against
the Credit Parties. Each Credit Document to which it is a party constitutes a
valid and legally binding obligation of each Credit Party enforceable in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general equity
principles.

       

           
5.5 Conflict
.

       

           The
execution, delivery and performance of the Credit Documents, the borrowings
hereunder and the use of the proceeds of the Loans will not (a) violate any
Requirement of Law applicable to the Borrower or any of its Restricted
Subsidiaries (except those as to which waivers or consents have been obtained),
(b) conflict with, result in a breach of or constitute a default under
(i) the articles of incorporation, bylaws or other organizational documents
of such Person, (ii) any material indenture, material agreement or other
material instrument to which such Person is a party or by which any of its
properties may be bound or (iii) any approval of any Governmental Authority
relating to such Person, or (c) result in, or require, the creation or
imposition of any Lien on any of their respective properties or revenues
pursuant to any Requirement of Law.

       

           
5.6 No
Material Litigation .

       

           No
claim, litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the best knowledge of the Credit
Parties, threatened by or against any Credit Party or any of its Subsidiaries or
against any of their respective properties

       

       55

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      which
(a) relates to the Credit Documents or any of the transactions contemplated
hereby or thereby or (b) could reasonably be expected to have a Material
Adverse Effect.

       

           
5.7 No
Default .

       

           No
Default or Event of Default has occurred and is continuing.

       

           
5.8 Taxes
.

       

           Each
of the Credit Parties and its Subsidiaries has filed, or caused to be filed, all
tax returns (federal, state, local and foreign) required to be filed and paid
(a) all amounts of taxes shown thereon to be due (including interest and
penalties) and (b) all other taxes, fees, assessments and other
governmental charges (including mortgage recording taxes, documentary stamp
taxes and intangibles taxes) owing by it, except for such taxes (i) which
are not yet delinquent or (ii) that are being contested in good faith and
by proper proceedings, and against which adequate reserves are being maintained
in accordance with GAAP. Neither any of the Credit Parties nor any of its
Subsidiaries are aware as of the Closing Date of any proposed tax assessments
against it or any of its Subsidiaries which could reasonably be expected to have
a Material Adverse Effect.

       

           
5.9 ERISA
.

       

           Neither
a Reportable Event nor an “accumulated funding deficiency” (within the meaning
of Section 412 of the Code or Section 302 of ERISA) has occurred
during the five-year period prior to the date on which this representation is
made or deemed made with respect to any Plan, and each Plan has complied in all
material respects with the applicable provisions of ERISA and the Code, except
to the extent that any such occurrence or failure to comply would not reasonably
be expected to have a Material Adverse Effect. No termination of a Single
Employer Plan has occurred resulting in any liability that has remained
underfunded, and no Lien in favor of the PBGC or a Plan has arisen, during such
five-year period which could reasonably be expected to have a Material Adverse
Effect. The present value of all accrued benefits under each Single Employer
Plan (based on those assumptions used to fund such Plans) did not, as of the
last annual valuation date prior to the date on which this representation is
made or deemed made, exceed the value of the assets of such Plan allocable to
such accrued benefits by an amount which, as determined in accordance with GAAP,
could reasonably be expected to have a Material Adverse Effect. Neither the
Borrower nor any Commonly Controlled Entity is currently subject to any
liability for a complete or partial withdrawal from a Multiemployer Plan which
could reasonably be expected to have a Material Adverse Effect.

       

           
5.10 Governmental
Regulations, Etc .

       

           (a)
No part of the proceeds of the Loans hereunder will be used, directly or
indirectly, for the purpose of purchasing or carrying any “margin stock” within
the meaning of Regulation U, or for the purpose of purchasing or carrying
or trading in any securities. No Indebtedness being reduced or retired out of
the proceeds of the Loans hereunder was or will be incurred for the purpose of
purchasing or carrying any margin

       

       56

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      stock
within the meaning of Regulation U or any “margin security” within the
meaning of Regulation T. “Margin stock” within the meaning of
Regulation U does not constitute more than 25% of the value of the
consolidated assets of the Borrower and its Subsidiaries. Neither the execution
and delivery hereof by the Borrower, nor the performance by it of any of the
transactions contemplated by this Credit Agreement (including, without
limitation, the direct or indirect use of the proceeds of the Loans) will
violate or result in a violation of the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, or regulations issued pursuant
thereto, or Regulation T, U or X.

       

           (b)
None of the Credit Parties is an “investment company” registered or required to
be registered under the Investment Company Act of 1940, as amended, and is not
controlled by such a company.

       

           
5.11 Subsidiaries
.

       

           Set
forth on Schedule 5.11 is
a list of all the Subsidiaries of the Credit Parties, including a list setting
forth Material Domestic Subsidiaries, Immaterial Domestic Subsidiaries,
Immaterial Foreign Subsidiaries, Immaterial Guarantors and Unrestricted
Subsidiaries on the Closing Date, the jurisdiction of their incorporation and
the direct or indirect ownership interest of the Borrower therein.

       

           
5.12 Use of
Proceeds .

       

           The
Extensions of Credit will be used solely (a) to refinance certain existing
Indebtedness, including the Existing Credit Agreement, (b) to provide
general working capital, (c) for Permitted Acquisitions and (d) for
other general corporate purposes.

       

           
5.13 Compliance
with Laws; Contractual Obligations .

       

           Each
Credit Party and each Subsidiary is in compliance with all Requirements of Law,
except to the extent that the failure to comply therewith would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. None of the Credit Parties is in default under or with respect
to any of its Contractual Obligations in any respect which could reasonably be
expected to have a Material Adverse Effect.

       

           
5.14 Accuracy
and Completeness of Information .

       

           All
written information, other than the Projections (as defined below), which has
been or is hereafter made available to the Administrative Agent, the Syndication
Agent or the Lenders by any Credit Party or any Credit Parties’ representatives,
taken as a whole, in connection with the transactions contemplated hereby (“
Information ”)
is and will be complete and correct in all material respects and does not and
will not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements contained therein not misleading,
in light of the circumstances under which it has been made, and (ii) all
financial projections concerning the Credit Parties that have been or are
hereafter made available to the

       

       57

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      Administrative
Agent, the Syndication Agent or the Lenders by you or any of your
representatives (the “ Projections ”) have
been or will be prepared in good faith based upon reasonable assumptions at the
time furnished, it being understood and agreed that the Projections are subject
to uncertainty and that there can be no assurances that they will be achieved
and that actual results may differ materially from the Projections. There is no
fact now known to any of the Credit Parties which has, or could reasonably be
expected to have, a Material Adverse Effect which fact has not been set forth
herein, in the financial statements of the Credit Parties furnished to the
Administrative Agent and/or the Lenders, or in any certificate, opinion or other
written statement made or furnished by the Credit Parties to the Administrative
Agent and/or the Lenders.

       

           
5.15 Environmental
Matters .

       

           (a)
Except where such violation or liability could not reasonably be expected to
have a Material Adverse Effect and to the best knowledge of the Credit Parties,
the facilities and properties owned, leased or operated by any of the Credit
Parties and the Subsidiaries (the “ Properties ”) do not
contain any Materials of Environmental Concern in amounts or concentrations
which (i) constitute a violation of, or (ii) have resulted in
liability under, any Environmental Law.

       

           (b)
Except where such violation could not reasonably be expected to have a Material
Adverse Effect and to the best knowledge of the Credit Parties, the Properties
and all operations of the Credit Parties and the Subsidiaries at the Properties
are in compliance, and have in the last three (3) years been in compliance,
in all material respects with all applicable Environmental Laws, and there is no
contamination at or under the Properties or violation of any Environmental Law
with respect to the Properties or the business operated by any of the Credit
Parties (the “ Business
”).

       

           (c)
Except where such violation or liability could not reasonably be expected to
have a Material Adverse Effect, none of the Credit Parties or any of its
Subsidiaries has received any written notice of, or otherwise become aware of,
any violation, alleged violation, non-compliance, liability or potential
liability regarding environmental matters or compliance with Environmental Laws
with regard to any of the Properties or the Business.

       

           (d)
Except where such violation or liability could not reasonably be expected to
have a Material Adverse Effect, Materials of Environmental Concern have not been
transported or disposed of from the Properties in violation of, or in a manner
or to a location which has given rise to liability under any Environmental Law,
nor have any Materials of Environmental Concern been generated, treated, stored
or disposed of at, on or under any of the Properties in violation of, or in a
manner that has given rise to liability under, any applicable Environmental
Law.

       

           (e)
Except as could not reasonably be expected to have a Material Adverse Effect, no
judicial proceeding or governmental or administrative action is pending or,
to

       

       58

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      the
knowledge of any Credit Party, threatened, under any Environmental Law to which
any of the Credit Parties is or will be named as a party with respect to the
Properties or the Business, nor are there any consent decrees or other decrees,
consent orders, administrative orders or other orders, or other administrative
or judicial directives outstanding under any Environmental Law with respect to
the Properties or the Business.

       

           (f)
Except where such violation or liability could not reasonably be expected to
have a Material Adverse Effect, there has been no release or threat of release
of Materials of Environmental Concern at or from the Properties, or arising from
or related to the operations of any of the Credit Parties in connection with the
Properties or otherwise in connection with the Business, in violation of or in
amounts or in a manner requiring remediation under Environmental
Laws.

       

           
5.16 Solvency
.

       

           The
fair saleable value of the Credit Parties’ assets, taken as a whole, measured on
a going concern basis, exceeds all probable liabilities, including those to be
incurred pursuant to this Credit Agreement. The Credit Parties, taken as a
whole, (a) do not have unreasonably small capital in relation to the
business in which they are or propose to be engaged or (b) have not
incurred, or believe that they will incur after giving effect to the
transactions contemplated by this Credit Agreement, debts beyond their ability
to pay such debts as they become due.

       

           
5.17 Reserved
.

       

           
5.18 Reserved
.

       

           
5.19 Insurance
.

       

           As
of the date hereof, the present insurance coverage of the Borrower and its
Restricted Subsidiaries is outlined as to carrier, policy number, expiration
date, type and amount on Schedule 5.19
and such insurance coverage complies with the requirements set forth in
Section 6.5.

       

           
5.20 Foreign
Assets Control Regulations, Etc .

       

           Neither
any Credit Party nor any of its Subsidiaries is an “enemy” or an “ally of the
enemy” within the meaning of Section 2 of the Trading with the Enemy Act of
the United States of America (50 U.S.C. App. §§ 1 et seq .) (the “ Trading with the Enemy
Act ”), as amended. Neither any Credit Party nor any or its Subsidiaries
is in violation of (a) the Trading with the Enemy Act, as amended,
(b) any of the foreign assets control regulations of the United States
Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any
enabling legislation or executive order relating thereto or (c) the Patriot
Act. None of the Credit Parties (i) is a blocked person described in
Section 1 of the Anti-Terrorism Order or (ii) to the best of its
knowledge,

       

       59

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      engages
in any dealings or transactions, or is otherwise associated, with any such
blocked person.

       

           
5.21 Compliance
with OFAC Rules and Regulations .

       

           (a)
None of the Credit Parties or their Subsidiaries is in violation of or has
violated any of the country or list based economic and trade sanctions
administered and enforced by OFAC that are described or referenced at
http://www.ustreas.gov/offices/enforcement/ofac/ or as otherwise published from
time to time.

       

           (b)
None of the Credit Parties or their Subsidiaries (i) is a Sanctioned Person
or a Sanctioned Entity, (ii) has more than 10% of its assets located in
Sanctioned Entities, or (iii) derives more than 10% of its operating income
from investments in, or transactions with Sanctioned Persons or Sanctioned
Entities. The proceeds of any Loan will not be used and have not been used to
fund any operations in, finance any investments or activities in or make any
payments to, a Sanctioned Person or a Sanctioned Entity.

       

           
5.22 Security
Documents .

       

           The
Security Documents create valid security interests in, and Liens on, the
Collateral purported to be covered thereby. Except as set forth in the Security
Documents, upon the filing of appropriate financing statements with the
Secretary of State of the state of incorporation or organization for each Credit
Party and the Administrative Agent obtaining control or possession (in the State
of New York, with respected to certificated securities) over those items of
Collateral in which a security interest is perfected through control or
possession, the Administrative Agent shall have perfected security interests and
Liens in the Collateral, prior to all other Liens other than Permitted
Liens.

       

      SECTION
6

       

      AFFIRMATIVE
COVENANTS

       

           The
Credit Parties covenant and agree that on the Closing Date, and so long as this
Credit Agreement is in effect and until the Commitments have been terminated, no
Loans remain outstanding and all amounts owing hereunder or under any other
Credit Document (other than indemnification obligations which survive the
termination of this Credit Agreement) have been paid in full, the Credit Parties
shall, and shall cause each Restricted Subsidiary to:

       

       60

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           
6.1 Financial
Statements .

       

           Furnish,
or cause to be furnished, to the Administrative Agent for the benefit of the
Lenders:

       

           (a)
Audited Financial
Statements . As soon as available, but in any event within ninety
(90) days after the end of each fiscal year of the Borrower, an audited
consolidated balance sheet of the Borrower and its Subsidiaries as of the end of
the fiscal year and the related consolidated statements of income, retained
earnings, shareholders’ equity and cash flows for the year, audited by an
independent certified public accounting firm of nationally recognized standing,
setting forth in each case in comparative form the figures for the previous
year, reported without a “going concern” or like qualification or exception, or
qualification indicating that the scope of the audit was inadequate to permit
such independent certified public accountants to certify such financial
statements without such qualification. In the event the footnotes to the
financial statements delivered pursuant to this Section 6.1(a) do not
include a schedule providing a break-out of the Borrower and the Guarantors in
form and substance satisfactory to the Administrative Agent, such schedule,
which shall be in form and substance satisfactory to the Administrative Agent,
shall be provided to the Administrative Agent.

       

           (b)
Company-Prepared
Financial Statements . As soon as available, but in any event within
forty-five (45) days after the end of each of the first three
(3) fiscal quarters of the Borrower, a company-prepared consolidated
balance sheet of the Borrower and its Subsidiaries as of the end of the quarter
and related company-prepared consolidated statements of income and cash flows
for such quarterly period and for the fiscal year to date; in each case setting
forth in comparative form the consolidated figures for the corresponding period
or periods of the preceding fiscal year or the portion of the fiscal year ending
with such period, as applicable, in each case subject to normal recurring
year-end audit adjustments. In the event the footnotes to the financial
statements delivered pursuant to this Section 6.1(a) do not include a
schedule providing a break-out of the Borrower and the Guarantors in form and
substance satisfactory to the Administrative Agent, such schedule, which shall
be in form and substance satisfactory to the Administrative Agent, shall be
provided to the Administrative Agent.

       

           (c)
Annual Operating
Budget . As soon as available, but in any event within sixty
(60) days after the end of each fiscal year of the Borrower, a copy of a
detailed annual operating budget of the Borrower and its Subsidiaries for the
next four fiscal quarter period prepared on a quarterly basis, in form and
substance reasonably satisfactory to the Administrative Agent, together with a
summary of the material assumptions made in the preparation of such annual
budget. The annual operating budget delivered pursuant to this
Section 6.1(c) shall be accompanied by a schedule providing, in form and
substance reasonably satisfactory to the Administrative Agent, a break-out of
the Borrower and the Guarantors taken as a whole.

       

       61

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      All such
financial statements shall be complete and correct in all material respects
(subject, in the case of interim statements, to normal recurring year-end audit
adjustments) and shall be prepared in reasonable detail and in accordance with
GAAP applied consistently throughout the periods reflected therein and further
accompanied by a description of, and an estimation of the effect on the
financial statements on account of, a change in the application of accounting
principles as provided in Section 1.4.

       

           
6.2 Certificates;
Other Information .

       

           Furnish,
or cause to be furnished, to the Administrative Agent for distribution to the
Lenders:

       

           (a)
Accountant’s
Certificate and Reports . Concurrently with the delivery of the financial
statements referred to in Section 6.1(a) above, a certificate of the
independent certified public accountants reporting on such financial statements
stating that in making the examination necessary therefor no knowledge was
obtained of any Default or Event of Default relating to financial or accounting
matters or violations of Section 6.7, except as specified in such
certificate.

       

           (b)
Officer’s
Certificate . Concurrently with the delivery of the financial statements
referred to in Sections 6.1(a) and 6.1(b) above, a certificate of a
Responsible Officer, delivered to the Administrative Agent at its credit contact
address, with a copy to the Administrative Agent at its syndication agency
services address, in each case as set forth in Section 11.2, stating that,
to the best of such Responsible Officer’s knowledge and belief, (i) the
financial statements fairly present in all material respects the financial
condition of the parties covered by such financial statements, (ii) during
such period each Credit Party has observed or performed its covenants and other
agreements hereunder and under the other Credit Documents, and satisfied the
conditions contained in this Credit Agreement to be observed, performed or
satisfied by it (except to the extent waived in accordance with the provisions
hereof) and (iii) such Responsible Officer has obtained no knowledge of any
Default or Event of Default except as specified in such certificate. Such
certificate shall include (i) the calculations required to indicate
compliance with Section 6.7 as of the last day of the period covered by such
financial statements and (ii) solely with respect to the certificate
delivered in connection with Section 6.1(a), an updated Schedule 5.11 as
of the most recently ended fiscal quarter of the Borrower. A form of Officer’s
Compliance Certificate is attached as Schedule 6.2(b)
; provided that
the Borrower shall deliver an updated Schedule 5.11
each time a Guarantor is required to be added pursuant to Section 6.9 or is
released from its obligations in a transaction permitted by this
Agreement.

       

           (c)
Public
Information . Promptly after the same are sent, copies of all reports
(other than those otherwise provided pursuant to Section 6.1) and other
financial information which any Credit Party sends to its public stockholders,
and promptly after the same are filed, copies of all financial statements and
non-confidential reports which any Credit Party may make to, or file with, the
Securities and Exchange Commission or any successor or analogous United States
Governmental Authority.

       

       62

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           (d)
Permitted Acquisition
Report . Not less than five (5) Business Days prior to the
consummation of any Permitted Acquisition where the total consideration,
including, without limitation, assumed Indebtedness, earnout payments and any
other deferred payments (the “ Total Consideration
”) for such Permitted Acquisition is expected to exceed
$50,000,000:

       

           (i)
a reasonably detailed description of the material terms of (A) such
Permitted Acquisition (including, without limitation, the purchase price and
method and structure of payment) and (B) each Target;

       

           (ii)
(A) if the Total Consideration is expected to be greater than $50,000,000
but less than $150,000,000, audited financial statements (or, if unavailable,
management-prepared financial statements) of the Target for its two
(2) most recent fiscal years and two (2) most recent fiscal quarters
and (B) if the Total Consideration is expected to be greater than or equal
to $150,000,000, audited financial statements of the Target for its two
(2) most recent fiscal years prepared by independent certified public
accountants acceptable to the Administrative Agent and unaudited fiscal
year-to-date statements for the two (2) most recent fiscal
quarters;

       

           (iii)
if the Total Consideration is expected to be greater than $150,000,000,
consolidated projected income statements of the Borrower and its consolidated
Subsidiaries (giving effect to such Permitted Acquisition and the consolidation
with the Borrower of each relevant Target) for the three-year period following
the consummation of such Permitted Acquisition, in reasonable detail, together
with any appropriate statement of assumptions and pro forma adjustments
reasonably acceptable to the Administrative Agent; and

       

           (iv)
a certificate, in form and substance reasonably satisfactory to the
Administrative Agent, executed by a Responsible Officer of the Borrower
(A) setting forth the best good faith estimate of the total consideration
to be paid for each Target, (B) certifying that (y) such Permitted
Acquisition complies with the requirements of this Credit Agreement and
(z) after giving effect to such Permitted Acquisition and any borrowings in
connection therewith, the Borrower believes in good faith that it will have
sufficient availability under the Aggregate Revolving Committed Amount to meet
its ongoing working capital requirements and (C) demonstrating compliance with
clauses (b) and (d) of the definition of the Permitted
Acquisition.

       

           (e)
Regulation U
Certificate . Upon the request of any Lender or the Administrative Agent,
a certificate in conformity with the requirements of FR Form U-1 referred
to in Regulation U, signed by a Responsible Officer, stating that no part
of the proceeds of the Loans under this Credit Agreement will be used, directly
or indirectly, for the purpose of purchasing or carrying any “margin stock”
within the meaning of Regulation U, or for the purpose of purchasing or
carrying or trading in any securities.

       

       63

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           (f)
Other
Information . Promptly, such additional financial and other information
as the Administrative Agent, at the request of any Lender, may from time to time
reasonably request.

       

           
6.3 Notices
.

       

           Give
notice to the Administrative Agent and each Lender of:

       

           (a)
Defaults .
Promptly (but in any event within two (2) Business Days), after any Credit
Party knows or has reason to know thereof, the occurrence of any Default or
Event of Default.

       

           (b)
Legal
Proceedings . Promptly, any litigation, or any investigation or
proceeding (including without limitation, any environmental proceeding) known to
a Credit Party, relating to a Credit Party or any of its Subsidiaries which, if
adversely determined, would reasonably be expected to have a Material Adverse
Effect.

       

           (c)
ERISA .
Promptly, (i) the occurrence of (or if a Responsible Officer determines it
is reasonably expected to occur) any Reportable Event with respect to any Plan,
a failure to make any required material contribution to a Plan, the creation of
any Lien in favor of the PBGC (other than a Permitted Lien) or a Plan or any
withdrawal from, or the termination, Reorganization or Insolvency of, any
Multiemployer Plan or (ii) the institution of proceedings or the taking of
any other action by the PBGC or the Borrower or any Commonly Controlled Entity
or any Multiemployer Plan with respect to the withdrawal from, or the
terminating, Reorganization or Insolvency of, any Plan.

       

           (d)
Other .
Promptly, any other development or event which a Responsible Officer of the
Borrower determines is reasonably likely to have a Material Adverse
Effect.

       

      Each
notice pursuant to this Section 6.3 shall be accompanied by a statement of
a Responsible Officer of the Borrower setting forth details of the occurrence
referred to therein and stating what action the Borrower proposes to take with
respect thereto.

       

           
6.4 Maintenance
of Existence; Compliance with Laws; Contractual Obligations .

       

           (a)
(i) Preserve, renew and keep in full force and effect the corporate
existence of (A) each of the Credit Parties and (B) each Subsidiary
that is not a Credit Party, where such failure to preserve, renew and keep in
full force and effect the corporate existence of such Subsidiary could
reasonably be expected to have a Material Adverse Effect and (ii) take all
reasonable action to maintain all rights, privileges, licenses and franchises
necessary or desirable in the normal conduct of its business other than any such
rights, privileges, licenses and franchises the loss of which would not, in the
aggregate, reasonably be expected to have a Material Adverse
Effect.

       

       64

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           (b)
Comply with all Requirements of Law (including, without limitation, all
Environmental Laws and ERISA) applicable to it except to the extent that failure
to comply therewith would not, in the aggregate, have a Material Adverse
Effect.

       

           (c)
Fully perform and satisfy all of its obligations under all of its Contractual
Obligations except to the extent that failure to perform and satisfy such
obligations would not, in the aggregate, have a Material Adverse
Effect.

       

           
6.5 Maintenance
of Property; Insurance .

       

           Keep
all material property useful and necessary in its business in reasonably good
working order and condition (ordinary wear and tear excepted); maintain with
financially sound and reputable insurance companies casualty, liability,
business interruption and such other insurance (which may include plans of
self-insurance) with such coverage and deductibles, and in such amounts as may
be consistent with prudent business practice and in any event consistent with
normal industry practice; and furnish to the Administrative Agent, upon written
request, full information as to the insurance carried.

       

           
6.6 Inspection
of Property; Books and Records; Discussions .

       

           Keep
proper books of records and account in which full, true and correct entries in
conformity with GAAP and all Requirements of Law shall be made of all dealings
and transactions in relation to its businesses and activities; and permit,
during regular business hours and upon reasonable notice by the Administrative
Agent, the Administrative Agent to visit and inspect any of its properties and
examine and make abstracts (including photocopies) from any of its books and
records at any reasonable time, and to discuss the business, operations,
properties and financial and other condition of the Credit Parties and their
Restricted Subsidiaries with officers and employees of the Credit Parties and
their Restricted Subsidiaries and with their independent certified public
accountants. The cost of the inspection referred to in the preceding sentence
shall be for the account of the Lenders unless an Event of Default has occurred
and is continuing, in which case the cost of such inspection shall be for the
account of the Borrower.

       

           
6.7 Financial
Covenants .

       

           (a)
Consolidated Leverage
Ratio : Maintain a Consolidated Leverage Ratio, which shall be calculated
at the end of each fiscal quarter, of not greater than 3.00 to 1.0.

       

           (b)
Interest Coverage
Ratio . Maintain an Interest Coverage Ratio, which shall be calculated at
the end of each fiscal quarter, of not less than 2.75 to 1.0.

       

           (c)
Consolidated Total
Tangible Net Worth . Maintain Consolidated Total Tangible Net Worth,
which shall be calculated at the end of each fiscal quarter, of not less than
(i) $50,000,000 plus (ii) 50% of
Consolidated Net Income (if positive) from the Closing Date to the date of
computation plus (iii) 75%
of the Equity Issuances made from the Closing Date to the date of computation
(other than Equity Issuances made after the Closing Date pursuant to employee
stock option programs).

       

       65

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           
6.8 Use of
Proceeds .

       

           Use
the Loans solely for the purposes provided in Section 5.12.

       

           
6.9 Additional
Guarantors .

       

           (a)
Cause (i) each of the Borrower’s Material Domestic Subsidiaries that is a
Restricted Subsidiary which is not a party to this Credit Agreement, whether
newly formed, after acquired or otherwise existing and (ii) any guarantor
of the Subordinated Notes which is not a party to this Credit Agreement, to
promptly become a “Guarantor” hereunder by way of execution of a Joinder
Agreement.

       

           (b)
To the extent that the Borrower’s Immaterial Domestic Subsidiaries (other than
Unrestricted Subsidiaries) which are not Guarantors collectively own greater
than 15% of Consolidated Total Assets, cause one or more of such Immaterial
Domestic Subsidiaries to promptly become a “Guarantor” hereunder by way of
execution of a Joinder Agreement to reduce the Consolidated Total Assets
ownership percentage of the remaining Immaterial Domestic Subsidiaries that are
not Guarantors to 15% or below; provided that
(i) the Credit Parties may elect to release any Immaterial Domestic
Subsidiary as a Guarantor hereunder to the extent the Borrower delivers to the
Administrative Agent a certificate of a Responsible Officer certifying that,
after giving effect to such release, the Borrower’s Immaterial Domestic
Subsidiaries that are not Guarantors collectively own less than 15% of
Consolidated Total Assets and (ii) it is acknowledged and agreed that the
Administrative Agent may take such action as is necessary to release such
Immaterial Domestic Subsidiary from its Guaranty.

       

           (c)
Notwithstanding anything to the contrary in this Section 6.9, if the
Borrower designates any Guarantor as an Unrestricted Subsidiary in accordance
with the terms of the definition of Unrestricted Subsidiary, such Guarantor
shall be released from its Guaranty, it being acknowledged and agreed that the
Administrative Agent may take such action as is necessary to release such from
its Guaranty.

       

           
6.10 Payment
of Obligations.

       

           Pay,
discharge or otherwise satisfy at or before maturity or before they become
delinquent, as the case may be, all its Federal and state taxes and material
local and other material taxes and all its other material obligations and
liabilities of whatever nature and any additional costs that are imposed as a
result of any failure to so pay, discharge or otherwise satisfy such obligations
and liabilities, except when the amount or validity of such obligations,
liabilities and costs is currently being contested in good faith by appropriate
proceedings and reserves, if applicable, in conformity with GAAP with respect
thereto have been provided on the books of the Borrower or its Restricted
Subsidiaries, as the case may be.

       

       66

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           
6.11 Environmental
Laws .

       

           (a)
Comply in all material respects with, and take commercially reasonably steps to
ensure compliance in all material respects by all tenants and subtenants, if
any, with, all applicable Environmental Laws and obtain and comply in all
material respects with and maintain, and take commercially reasonably steps to
ensure that all tenants and subtenants obtain and comply in all material
respects with and maintain, any and all licenses, approvals, notifications,
registrations or permits required by applicable Environmental Laws except to the
extent that failure to do so could not reasonably be expected to have a Material
Adverse Effect;

       

           (b)
Conduct and complete all investigations, studies, sampling and testing, and all
remedial, removal and other actions required under Environmental Laws and
promptly comply in all material respects with all lawful orders and directives
of all Governmental Authorities regarding Environmental Laws except to the
extent that the same are being contested in good faith by appropriate
proceedings and the pendency of such proceedings could not reasonably be
expected to have a Material Adverse Effect; and

       

           (c)
Defend, indemnify and hold harmless the Administrative Agent and the Lenders,
and their respective employees, agents, officers and directors and affiliates,
from and against any and all claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature known or
unknown, contingent or otherwise, arising out of, or in any way relating to the
violation of, noncompliance with or liability under, any Environmental Law
applicable to the operations of the Credit Parties or any of their Restricted
Subsidiaries or their Properties, or any orders, requirements or demands of
Governmental Authorities related thereto, including, without limitation,
reasonable attorney’s and consultant’s fees, investigation and laboratory fees,
response costs, court costs and litigation expenses, except to the extent that
any of the foregoing arise out of the gross negligence or willful misconduct of
the Administrative Agent, the Lenders and their respective employees, agents,
officers, directors and Affiliates. The agreements in this paragraph shall
survive repayment of the Notes and all other amounts payable
hereunder.

       

           
6.12 Pledged
Assets .

       

           Each
Credit Party will cause 100% of the Equity Interests in each of its direct or
indirect Domestic Subsidiaries (other than Unrestricted Subsidiaries and
Immaterial Domestic Subsidiaries and unless such Domestic Subsidiary is owned by
a Foreign Subsidiary) and 65% (to the extent the pledge of a greater percentage
would be unlawful or would cause any materially adverse tax consequences to the
Borrower or any Guarantor) of the voting Equity Interests and 100% of the
non-voting Equity Interests of its first-tier Foreign Subsidiaries (other than
Unrestricted Subsidiaries and Immaterial Foreign Subsidiaries), in each case to
the extent owned by such Credit Party, to be subject to a first priority,
perfected Lien in favor of the Administrative Agent pursuant to the terms and
conditions of the Security Documents; provided that the
Credit Parties shall not be required to grant or maintain any such Liens after
the

       

       67

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      Collateral
Release Date and the Administrative Agent shall take all action reasonably
required to release such Liens, including the delivery to the Borrower of all
stock certificates and stock powers held by the Administrative Agent and the
filing of UCC financing termination statements; provided , further , however , that upon
the Borrower’s corporate family rating from Moody’s or the corporate rating from
S&P being downgraded below Baa3 or BBB-, respectively (in each case with a
stable or better outlook) or upon the Borrower’s corporate family rating from
Moody’s or the corporate rating from S&P failing to be in effect, each
Credit Party shall grant to the Administrative Agent the Liens contemplated by
this Section 6.12 and shall take all actions required hereunder to
reinstate the Liens on Collateral granted pursuant to the Security Documents
immediately prior to the Collateral Release Date.

       

           
6.13 Further
Assurances .

       

           To
the extent the Credit Parties are required to pledge any Collateral in
accordance with the terms hereof or the Security Documents, upon the reasonable
request of the Administrative Agent, promptly perform or cause to be performed
any and all acts and execute or cause to be executed any and all documents for
filing under the provisions of the Uniform Commercial Code or any other
Requirement of Law which are necessary or advisable to maintain in favor of the
Administrative Agent, for the benefit of the Secured Parties, Liens on the
Collateral that are duly perfected in accordance with the requirements of, or
the obligations of the Credit Parties under, the Credit Documents and all
applicable Requirements of Law.

       

      SECTION
7

       

      NEGATIVE
COVENANTS

       

           The
Credit Parties covenant and agree that on the Closing Date, and so long as this
Credit Agreement is in effect and until the Commitments have been terminated, no
Loans remain outstanding and all amounts owing hereunder or under any other
Credit Document (other than indemnification obligations which survive the
termination of this Credit Agreement) have been paid in full, the Credit Parties
shall not and shall not permit any Restricted Subsidiary to:

       

           
7.1 Indebtedness
.

       

           Each
of the Credit Parties will not, nor will it permit any of its Restricted
Subsidiaries to, contract, create, incur, assume or permit to exist any
Indebtedness, except:

       

           (a)
Indebtedness arising or existing under this Credit Agreement and the other
Credit Documents;

       

           (b)
Indebtedness of the Borrower and its Subsidiaries existing as of the Closing
Date as referenced in the financial statements referenced in Section 5.1
(and set out more specifically in Schedule 7.1(b)
) hereto and renewals, replacements, refinancings or extensions thereof in a
principal amount not in excess of that outstanding as of the date

       

       68

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      of such
renewal, refinancing or extension plus any reasonable
fees payable in connection therewith;

       

           (c)
Indebtedness of the Borrower and its Subsidiaries incurred after the Closing
Date consisting of Capital Leases or Indebtedness incurred to provide all or a
portion of the purchase price or cost of construction of an asset provided that
(i) such Indebtedness when incurred shall not exceed the purchase price or
cost of construction of such asset; (ii) no such Indebtedness shall be
refinanced for a principal amount in excess of the principal balance outstanding
thereon at the time of such refinancing plus any reasonable
fees payable in connection therewith; and (iii) the total amount of all
such Indebtedness shall not exceed $25,000,000 at any time
outstanding;

       

           (d)
unsecured intercompany Indebtedness among the Credit Parties, provided that any
such Indebtedness shall be fully subordinated to the Credit Party Obligations
hereunder on terms reasonably satisfactory to the Administrative
Agent;

       

           (e)
Indebtedness and obligations owing under Hedging Agreements entered into in
order to manage existing or anticipated interest rate, exchange rate or
commodity price risks and not for speculative purposes;

       

           (f)
Indebtedness and obligations of Credit Parties owing under documentary letters
of credit for the purchase of goods or other merchandise generally;

       

           (g)
Guaranty Obligations in respect of Indebtedness of a Credit Party to the extent
such Indebtedness is permitted to exist or be incurred pursuant to this
Section 7.1;

       

           (h)
obligations with respect to surety bonds incurred in the ordinary course of
business;

       

           (i)
Indebtedness of the Borrower and its Subsidiaries (other than Unrestricted
Subsidiaries) in an amount not to exceed $100,000,000 in the aggregate at any
time outstanding;

       

           (j)
the Senior Subordinated Notes and any Guaranty Obligations of any Credit Party
in respect thereof;

       

           (k)
Indebtedness arising from netting services, overdraft protection, cash
management obligations and otherwise in connection with deposit, securities and
commodities accounts in the ordinary course of business;

       

           (l)
Indebtedness arising from agreements providing for indemnification, holdbacks,
working capital or other purchase price adjustments, earn-outs, non-compete
agreements, deferred compensation or similar obligations, or from guaranties,
surety bonds or performance bonds securing the performance of any Credit Party
pursuant to such agreements, in connection with Permitted Acquisitions or
dispositions permitted hereunder;

       

       69

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           (m)
Indebtedness consisting of Investments permitted by clauses (c), (i),
(j) and (k) the definition of Permitted Investments; and

       

           (n)
Indebtedness of any Person that becomes a Subsidiary of the Borrower after the
date hereof or assumed in connection with a Permitted Acquisitions, which
Indebtedness is existing at the time such Person becomes a Subsidiary of the
Borrower or at the time of the Permitted Acquisition and was not incurred solely
in contemplation of such Person’s becoming a Subsidiary or such Permitted
Acquisition; and

       

           (o)
all premiums (if any), interest (including post-petition interest), fees,
expenses, charges and additional or contingent interest on obligations described
in the foregoing clauses.

       

           
7.2 Liens
.

       

           Each
of the Credit Parties will not, nor will it permit any of its Restricted
Subsidiaries to, contract, create, incur, assume or permit to exist any Lien
with respect to any of its property or assets of any kind (whether real or
personal, tangible or intangible), whether now owned or hereafter acquired,
except for Permitted Liens.

       

           
7.3 Nature of
Business .

       

           Each
of the Credit Parties will not, nor will it permit any of its Restricted
Subsidiaries to, alter the character of its business in any material respect
from that conducted as of the Closing Date.

       

           
7.4 Consolidation,
Merger, Sale or Purchase of Assets, etc .

       

           Each
of the Credit Parties will not, nor will it permit any of its Restricted
Subsidiaries to,

       

           (a)
dissolve, liquidate or wind up its affairs, sell, transfer, lease or otherwise
dispose of its property or assets or agree to do so at a future time except the
following, without duplication, shall be expressly permitted:

       

           (i)
the sale, transfer, lease or other disposition of (A) inventory and
materials and (B) intellectual property (including the license thereof) in
the ordinary course of business;

       

           (ii)
the sale, lease, transfer or other disposition of obsolete or worn-out property
or assets, whether now owned or hereafter acquired, in the ordinary course of
business;

       

           (iii)
the sale, transfer or other disposition of cash and Cash
Equivalents;

       

       70

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           (iv)
the disposition of property or assets as a direct result of a Recovery
Event;

       

           (v)
(A) the sale, lease or transfer of other property or assets between Credit
Parties, (B) the sale, lease or transfer of other property or assets among
the Credit Parties and Subsidiaries that are not Credit Parties in an aggregate
amount not to exceed $15,000,000 in the aggregate during the term of this
Agreement, (C) the sale, lease or transfer of other property or assets between
Subsidiaries that are not Credit Parties;

       

           (vi)
the sale, lease or transfer of property or assets not to exceed $40,000,000 in
the aggregate in any fiscal year; and

       

           (vii)
the liquidation and/or dissolution of any Immaterial Domestic Subsidiary so long
as such Immaterial Domestic Subsidiary is not a Guarantor
hereunder;

       

      provided , that, in
the case of clauses (i), (iii) and (vi) above, at least 75% of the
consideration received therefor by the Borrower or any such Subsidiary is in the
form of cash or Cash Equivalents; or

       

           (b)
(i) purchase, lease or otherwise acquire (in a single transaction or a
series of related transactions) the property or assets of any Person (other than
purchases or other acquisitions of inventory, materials, property and equipment
in the ordinary course of business, except as otherwise limited or prohibited
herein) or (ii) enter into any transaction of merger or consolidation,
except for (A) investments or acquisitions permitted pursuant to
Section 7.5, (B) the merger or consolidation of a Credit Party or
other Subsidiary with and into another Credit Party or (C) the merger or
consolidation of a Subsidiary that is not a Credit Party with and into another
Subsidiary that is not a Credit Party; provided that if the
Borrower is a party thereto, the Borrower will be the surviving
corporation.

       

           
7.5 Advances,
Investments and Loans .

       

           Each
of the Credit Parties will not, nor will it permit any of its Restricted
Subsidiaries to, make any Investment except for Permitted
Investments.

       

           
7.6 Transactions
with Affiliates .

       

           Except
as permitted under this Agreement or among Credit Parties or wholly owned
Restricted Subsidiaries, each of the Credit Parties will not, nor will it permit
any of its Restricted Subsidiaries to, enter into any transaction or series of
transactions, whether or not in the ordinary course of business, with any
officer, director, shareholder or Affiliate other than on terms and conditions
substantially as favorable as would be obtainable in a comparable arm’s-length
transaction with a Person other than an officer, director, shareholder or
Affiliate.

       

       71

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           
7.7 Fiscal
Year; Organizational Documents; Senior Subordinated Notes .

       

           Each
of the Credit Parties will not, nor will it permit any of its Restricted
Subsidiaries to, (a) change its fiscal year and (b) amend, modify or
change its articles of incorporation (or corporate charter or other similar
organizational document) or bylaws (or other similar document) in any manner
materially adverse to the interests of the Lenders without the prior written
consent of the Required Lenders; provided that no
Credit Party shall (i) except as permitted under Section 7.4, alter
its legal existence or, in one transaction or a series of transactions, merge
into or consolidate with any other entity, or sell all or substantially all of
its assets, (ii) change its state of incorporation or organization, without
providing thirty (30) days prior written notice to the Administrative Agent
(or such shorter period as the Administrative Agent may consent to) and without
filing (or confirming that the Administrative Agent has filed) such financing
statements and amendments to any previously filed financing statements as the
Administrative Agent may require or (iii) change its registered legal name,
without providing thirty (30) days prior written notice to the
Administrative Agent (or such shorter period as the Administrative Agent may
consent to) and without filing (or confirming that the Administrative Agent has
filed) such financing statements and amendments to any previously filed
financing statements as the Administrative Agent may require.

       

           Each
of the Credit Parties will not, nor will it permit any Subsidiary to, without
the prior written consent of the Required Lenders, amend, modify or permit the
amendment or modification of any subordination provision in the Senior
Subordinated Notes or in any indenture, purchase agreement or other agreement
governing the Senior Subordinated Notes.

       

           
7.8 Limitation
on Restricted Actions .

       

           Each
of the Credit Parties will not, nor will it permit any of its Subsidiaries
(other than Unrestricted Subsidiaries) to, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any encumbrance or
restriction on the ability of any such Person to (a) pay dividends or make
any other distributions to any Credit Party on its Equity Interests or with
respect to any other interest or participation in, or measured by, its profits,
(b) pay any Indebtedness or other obligation owed to any Credit Party,
(c) make loans or advances to any Credit Party, (d) sell, lease or
transfer any of its properties or assets to any Credit Party, or (e) act as
a Guarantor and pledge its assets pursuant to the Credit Documents or any
renewals, refinancings, exchanges, refundings or extension thereof, except (in
respect of any of the matters referred to in clauses (a)-(d) above) for such
encumbrances or restrictions existing under or by reason of (i) this Credit
Agreement and the other Credit Documents, (ii) applicable law,
(iii) any document or instrument governing Indebtedness incurred pursuant
to Section 7.1(c); provided that any
such restriction contained therein relates only to the asset or assets
constructed or acquired in connection therewith, or (iv) any Permitted Lien
or any document or instrument governing any Permitted Lien; provided that any
such restriction contained therein relates only to the asset or assets subject
to such Permitted Lien.

       

       72

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           
7.9 Restricted
Payments .

       

           Each
of the Credit Parties will not, nor will it permit any of its Subsidiaries
(other than Unrestricted Subsidiaries) to, directly or indirectly, declare,
order, make or set apart any sum for or pay any Restricted Payment, except
(a) to make dividends payable solely in the same class of Equity Interests
of such Person, (b) to make dividends or other distributions payable to any
Credit Party (directly or indirectly through Subsidiaries), (c) subject to
the subordination terms thereof, the Borrower may make regularly scheduled
interest payments under the Senior Subordinated Notes, (d) to make earnout
payments so long as (i) no Default or Event of Default has occurred and is
continuing or would result therefrom and (ii) after giving effect to such
earnout payment on a pro forma basis, the Credit Parties would be in compliance
with the financial covenants set forth in Section 6.7 as of the last fiscal
quarter end, (e) so long as no Default or Event of Default has occurred and
is continuing or would result therefrom, the Borrower may repurchase shares of
its Equity Interests in an aggregate amount not to exceed $20,000,000 and
(f) the Borrower may make Restricted Payments so long as (i) no
Default or Event of Default has occurred and is continuing or would result
therefrom and (ii) after giving effect to such payment on a pro forma
basis, (A) the Credit Parties would be in compliance with the financial
covenants set forth in Section 6.7 as of the last fiscal quarter end,
(B) the Consolidated Leverage Ratio would be less than 2.75 to 1.0 as of
the last fiscal quarter end and (C) there would exist at least $40,000,000
of unrestricted cash and/or availability under the Aggregate Revolving Committed
Amount (which the Borrower could borrow without causing an Event of
Default).

       

           
7.10 Sale
Leasebacks .

       

           The
Credit Parties will not, nor will they permit any Subsidiaries (other than
Unrestricted Subsidiaries) to, directly or indirectly, become or remain liable
as lessee or as guarantor or other surety with respect to any lease, whether an
operating lease or a Capital Lease, of any property (whether real, personal or
mixed), whether now owned or hereafter acquired, (a) which any Credit Party
has sold or transferred or is to sell or transfer to a Person which is not
another Credit Party or (b) which any Credit Party intends to use for
substantially the same purpose as any other property which has been sold or is
to be sold or transferred by such Credit Party to another Person which is not
another Credit Party in connection with such lease; provided that the
Credit Parties will be permitted to sell property and lease such property back
so long as (a) the sale of the property is for fair market value and
otherwise permitted by the Credit Agreement and (b) the rental payments to
be made with respect to all such transactions does not exceed $1.0 million in
the aggregate in any fiscal year.

       

           
7.11 No
Further Negative Pledges .

       

           Each
of the Credit Parties will not, nor will it permit any Subsidiary (other than
Unrestricted Subsidiaries) to, enter into, assume or become subject to any
agreement prohibiting or otherwise restricting the creation or assumption of any
Lien upon its properties or assets, whether now owned or hereafter acquired, or
requiring the grant of any security for such obligation if security is given for
some other obligation, except (a) pursuant to this Credit Agreement and the
other Credit Documents, (b) pursuant to any document or
instrument

       

       73

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      governing
Indebtedness incurred pursuant to Sections 7.1(c), (i) or (j); provided that,
(i) with respect to Indebtedness incurred pursuant to Section 7.1(c),
any such restriction contained therein relates only to the asset or assets
constructed or acquired in connection therewith and (ii) with respect to
Indebtedness incurred pursuant to Sections 7.1(i) and (j), any such
restriction shall not apply to this Credit Agreement or any other Credit
Document, and (c) in connection with any Permitted Lien or any document or
instrument governing any Permitted Lien, provided that any
such restrictions contained therein relates only to the asset or assets subject
to such Permitted Lien.

       

      SECTION
8

       

      EVENTS
OF DEFAULT

       

           
8.1 Events of
Default .

       

           An
Event of Default shall exist upon the occurrence of any of the following
specified events (each an “ Event of Default
”):

       

           (a)
The Borrower shall fail to pay any principal on any Loan when due in accordance
with the terms hereof; or the Borrower shall fail to reimburse the Issuing
Lender for any LOC Obligations when due in accordance with the terms hereof; or
the Borrower shall fail to pay any interest on any Loan or any Fee or other
amount payable hereunder when due in accordance with the terms hereof and such
failure shall continue unremedied for three (3) Business Days (or any Guarantor
shall fail to pay on the Guaranty in respect of any of the foregoing or in
respect of any other Guaranty Obligations thereunder within the aforesaid period
of time); or

       

           (b)
Any representation or warranty made or deemed made herein or in any of the other
Credit Documents or which is contained in any certificate, document or financial
or other statement furnished at any time under or in connection with this Credit
Agreement shall prove to have been incorrect, false or misleading in any
material respect on or as of the date made or deemed made; or

       

           (c)
(i) Any Credit Party shall fail to perform, comply with or observe any
term, covenant or agreement applicable to it contained in Sections 6.3(a),
6.4(a) or 6.7 or in Section 7; or (ii) any Credit Party shall fail to
perform, comply with or observe any covenant or agreement contained in
Section 6.1 and such failure shall continue unremedied for a period of five
(5) Business Days; or (iii) any Credit Party shall fail to comply with
any other covenant contained in this Credit Agreement or the other Credit
Documents or any other agreement, document or instrument among any Credit Party,
the Administrative Agent and the Lenders or executed by any Credit Party in
favor of the Administrative Agent or the Lenders (other than as described in
Sections 8.1(a), 8.1(b), 8.1(c)(i) or 8.1(c)(ii) above), and in the event
such breach or failure to comply is capable of cure, is not cured within thirty
(30) days of its occurrence; or

       

       74

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           (d)
Any Credit Party or any of its Subsidiaries (other than Unrestricted
Subsidiaries) shall (i) default in any payment of principal of or interest
on any Indebtedness (other than the Notes) in a principal amount outstanding of
at least $20,000,000 in the aggregate for the Credit Parties and their
Subsidiaries (other than Unrestricted Subsidiaries) beyond the period of grace
(not to exceed thirty (30) days), if any, provided in the instrument or
agreement under which such Indebtedness was created or (ii) default in the
observance or performance of any other agreement or condition relating to any
Indebtedness in a principal amount outstanding of at least $20,000,000 in the
aggregate for the Credit Parties and their Subsidiaries (other than Unrestricted
Subsidiaries) or contained in any instrument or agreement evidencing, securing
or relating thereto, or any other event shall occur or condition exist, the
effect of which default or other event or condition is to cause, or to permit
the holder or holders of such Indebtedness or beneficiary or beneficiaries of
such Indebtedness (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause, with the giving of notice if required,
such Indebtedness to become due prior to its stated maturity; or

       

           (e)
(i) Any Credit Party other than an Immaterial Guarantor shall commence any
case, proceeding or other action (A) under any existing or future law of
any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered
with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts, or
(B) seeking appointment of a receiver, trustee, custodian, conservator or
other similar official for it or for all or any substantial part of its assets,
or any Credit Party other than an Immaterial Guarantor shall make a general
assignment for the benefit of its creditors; or (ii) there shall be
commenced against any Credit Party other than an Immaterial Guarantor any case,
proceeding or other action of a nature referred to in clause (i) above
which (A) results in the entry of an order for relief or any such
adjudication or appointment or (B) remains undismissed, undischarged or
unbonded for a period of sixty (60) days; or (iii) there shall be commenced
against any Credit Party other than an Immaterial Guarantor any case, proceeding
or other action seeking issuance of a warrant of attachment, execution,
distraint or similar process against all or any substantial part of its assets
which results in the entry of an order for any such relief which shall not have
been vacated, discharged, or stayed or bonded pending appeal within sixty
(60) days from the entry thereof; or (iv) any Credit Party other than
an Immaterial Guarantor shall take any action in furtherance of, or indicating
its consent to, approval of, or acquiescence in, any of the acts set forth in
clauses (i), (ii), or (iii) above; or (v) any Credit Party other than
an Immaterial Guarantor shall generally not, or shall be unable to, or shall
admit in writing its inability to, pay its debts as they become due;
or

       

           (f)
One or more judgments or decrees shall be entered against any Credit Party or
any of its Restricted Subsidiaries involving in the aggregate a liability (to
the extent not paid when due or covered by insurance) of $25,000,000 or more and
all such judgments or decrees shall not have been paid and satisfied, vacated,
discharged, stayed or bonded pending appeal within sixty (60) days from the
entry thereof; or

       

       75

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           (g)
(i) Any Person shall engage in any non-exempt “prohibited transaction” (as
defined in Section 406 of ERISA or Section 4975 of the Code) involving
any Plan, (ii) any “accumulated funding deficiency” (as defined in
Section 302 of ERISA), whether or not waived, shall exist with respect to
any Plan or any Lien in favor of the PBGC or a Plan (other than a Permitted
Lien) shall arise on the assets of the Borrower or any Commonly Controlled
Entity, (iii) a Reportable Event shall occur with respect to, or
proceedings shall commence to have a trustee appointed, or a trustee shall be
appointed, to administer or to terminate, any Single Employer Plan, which
Reportable Event or commencement of proceedings or appointment of a Trustee is,
in the reasonable opinion of the Required Lenders, likely to result in the
termination of such Plan for purposes of Title IV of ERISA, (iv) any Single
Employer Plan shall terminate for purposes of Title IV of ERISA or (v) the
Borrower, any of its Subsidiaries or any Commonly Controlled Entity shall, or in
the reasonable opinion of the Required Lenders is likely to, incur any liability
in connection with a withdrawal from, or the Insolvency or Reorganization of,
any Multiemployer Plan and in each case in clauses (i) through
(v) above, such event or condition, together with all other such events or
conditions, if any, could have a Material Adverse Effect; or

       

           (h)
There shall occur a Change of Control; or

       

           (i)
The Guaranty or any provision thereof shall cease to be in full force and effect
or any Guarantor or any Person acting by or on behalf of any Guarantor shall
deny or disaffirm any Guarantor’s obligations under the Guaranty;
or

       

           (j)
Any Credit Document (other than those which are ministerial in nature) shall
fail to be in full force and effect or to give the Administrative Agent and/or
the Lenders the security interests, liens, rights, powers, priority and
privileges purported to be created thereby (except as such documents may be
terminated or no longer in force and effect in accordance with the terms
thereof, other than those indemnities and provisions which by their terms shall
survive) or, except any Lien shall fail to be a first priority, perfected Lien
on a material portion of the Collateral or any Credit Party or any Person acting
by or on behalf of any Credit Party shall, in writing, deny or disaffirm any
Credit Party Obligation; or

       

           (k)
The Credit Party Obligations shall fail to constitute “senior debt,” “designated
senior debt” or a corresponding term under the terms of the Senior Subordinated
Notes.

       

           
8.2 Acceleration;
Remedies .

       

           Upon
the occurrence and during the continuance of an Event of Default, the
Administrative Agent may, or upon the request and direction of the Required
Lenders shall, by written notice to the Borrower take any of the following
actions (including any combination of such actions):

       

       76

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           (a)
Termination of
Commitments . Declare the Commitments terminated whereupon the
Commitments shall be immediately terminated.

       

           (b)
Acceleration .
Declare the unpaid principal of and any accrued interest in respect of all Loans
and any and all other indebtedness or obligations (including, without
limitation, Fees) of any and every kind owing by any Credit Party to the
Administrative Agent and/or any of the Lenders hereunder to be due and direct
the Borrower to pay to the Administrative Agent cash collateral as security for
the LOC Obligations for subsequent drawings under then outstanding Letters of
Credit an amount equal to the maximum amount of which may be drawn under Letters
of Credit then outstanding, whereupon the same shall be immediately due and
payable without presentment, demand, protest or other notice of any kind, all of
which are hereby waived by each Credit Party.

       

           (c)
Enforcement of
Rights . Exercise any and all rights and remedies created and existing
under the Credit Documents, whether at law or in equity.

       

           (d)
Rights Under
Applicable Law . Exercise any and all rights and remedies available to
the Administrative Agent or the Lenders under applicable law.

       

      Notwithstanding
the foregoing, if an Event of Default specified in Section 8.1(e) shall
occur, then the Commitments shall automatically terminate and all Loans, all
accrued interest in respect thereof, all accrued and unpaid Fees and other
indebtedness or obligations owing to the Administrative Agent and/or any of the
Lenders hereunder automatically shall immediately become due and payable without
presentment, demand, protest or the giving of any notice or other action by the
Administrative Agent or the Lenders, all of which are hereby waived by the
Borrower.

       

      SECTION
9

       

      AGENCY
PROVISIONS

       

           
9.1 Appointment
.

       

           Each
Lender hereby irrevocably designates and appoints Wachovia as the Administrative
Agent of such Lender under this Credit Agreement, and each such Lender
irrevocably authorizes Wachovia, as the Administrative Agent for such Lender, to
take such action on its behalf under the provisions of this Credit Agreement and
to exercise such powers and perform such duties as are expressly delegated to
the Administrative Agent by the terms of this Credit Agreement, together with
such other powers as are reasonably incidental thereto. Notwithstanding any
provision to the contrary elsewhere in this Credit Agreement, the Administrative
Agent shall not have any duties or responsibilities, except those expressly set
forth herein, or any fiduciary relationship with any Lender, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Credit Agreement or otherwise exist against the Administrative
Agent.

       

       77

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           
9.2 Delegation
of Duties .

       

           The
Administrative Agent may execute any of its duties under this Credit Agreement
by or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. The Administrative
Agent shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care. Without limiting the
foregoing, the Administrative Agent may appoint one of its affiliates as its
agent to perform the functions of the Administrative Agent hereunder relating to
the advancing of funds to the Borrower and distribution of funds to the Lenders
and to perform such other related functions of the Administrative Agent
hereunder as are reasonably incidental to such functions.

       

           
9.3 Exculpatory
Provisions .

       

           Neither
the Administrative Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates shall be (a) liable for any action lawfully
taken or omitted to be taken by it or such Person under or in connection with
this Credit Agreement (except for its or such Person’s own gross negligence or
willful misconduct) or (b) responsible in any manner to any of the Lenders
for any recitals, statements, representations or warranties made by any Credit
Party or any officer thereof contained in this Credit Agreement or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Administrative Agent under or in connection with, this Credit
Agreement or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of any of the Credit Documents or for any failure of any Credit
Party to perform its obligations hereunder or thereunder. The Administrative
Agent shall not be under any obligation to any Lender to ascertain or to inquire
as to the observance or performance by any Credit Party of any of the agreements
contained in, or conditions of, this Credit Agreement, or to inspect the
properties, books or records of any Credit Party.

       

           
9.4 Reliance
by Administrative Agent .

       

           The
Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any Note, writing, resolution, notice, consent, certificate,
affidavit, letter, cablegram, telegram, telecopy, telex or teletype message,
statement, order or other document or conversation believed by it in good faith
to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including,
without limitation, counsel to the Credit Parties), independent accountants and
other experts selected by the Administrative Agent. The Administrative Agent may
deem and treat the payee of any Note as the owner thereof for all purposes
unless (a) a written notice of assignment, negotiation or transfer thereof
shall have been filed with the Administrative Agent and (b) the
Administrative Agent shall have received the written agreement of such assignee
to be bound hereby as fully and to the same extent as if such assignee were an
original Lender party hereto, in each case in form satisfactory to the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under this Credit Agreement unless it
shall first receive such advice or concurrence of the Required Lenders as it
deems appropriate or it shall first be indemnified to its satisfaction by the
Lenders against any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action. The Administrative Agent
shall in all cases be fully protected in acting, or in refraining from acting,
under any of the Credit Documents in accordance with a request of the Required
Lenders or all of the Lenders, as may be required under this Credit Agreement,
and such request and any action taken or failure to act pursuant thereto shall
be binding upon all the Lenders and all future holders of the
Notes.

       

       78

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           
9.5 Notice of
Default .

       

           The
Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default hereunder unless the
Administrative Agent has received notice from a Lender or the Borrower referring
to this Credit Agreement, describing such Default or Event of Default and
stating that such notice is a “notice of default”. In the event that the
Administrative Agent receives such a notice, the Administrative Agent shall give
prompt notice thereof to the Lenders. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably
directed by the Required Lenders; provided , however , that unless
and until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders except
to the extent that this Credit Agreement expressly requires that such action be
taken, or not taken, only with the consent or upon the authorization of the
Required Lenders, or all of the Lenders, as the case may be.

       

           
9.6 Non-Reliance
on Administrative Agent and Other Lenders .

       

           Each
Lender expressly acknowledges that neither the Administrative Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or affiliates has
made any representation or warranty to it and that no act by the Administrative
Agent hereinafter taken, including any review of the affairs of the Credit
Parties, shall be deemed to constitute any representation or warranty by the
Administrative Agent to any Lender. Each Lender represents to the Administrative
Agent that it has, independently and without reliance upon the Administrative
Agent or any other Lender, and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, operations, property, financial and other condition and
creditworthiness of the Credit Parties and made its own decision to make its
Loans hereunder and enter into this Credit Agreement. Each Lender also
represents that it will, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Credit Agreement, and to make such investigation as it deems necessary to
inform itself as to the business, operations, property, financial and other
condition and creditworthiness of the Credit Parties. Except for notices,
reports and other documents expressly required to be furnished to the Lenders by
the Administrative Agent hereunder, the Administrative Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, property, condition (financial
or otherwise), prospects or creditworthiness of the Credit Parties which may
come into the possession of the Administrative Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates.

       

       79

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           
9.7 Indemnification
.

       

           The
Lenders agree to indemnify the Administrative Agent in its capacity hereunder
(to the extent not reimbursed by the Credit Parties and without limiting the
obligation of the Credit Parties to do so), ratably according to their
respective Commitment Percentages in effect on the date on which indemnification
is sought under this Section 9.7, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind whatsoever which may at any time
(including, without limitation, at any time following the payment of the Notes)
be imposed on, incurred by or asserted against the Administrative Agent in any
way relating to or arising out of any Credit Document or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by the
Administrative Agent under or in connection with any of the foregoing; provided , however , that no
Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements to the extent resulting from the Administrative
Agent’s gross negligence or willful misconduct, as determined by a court of
competent jurisdiction pursuant to a final non-appealable judgment. The
agreements in this Section 9.7 shall survive the termination of this Credit
Agreement and payment of the Notes and all other amounts payable
hereunder.

       

           
9.8 Administrative
Agent in Its Individual Capacity .

       

           The
Administrative Agent and its affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrower as though the
Administrative Agent were not the Administrative Agent hereunder. With respect
to its Loans made or renewed by it and any Note issued to it, the Administrative
Agent shall have the same rights and powers under this Credit Agreement as any
Lender and may exercise the same as though it were not the Administrative Agent,
and the terms “Lender” and “Lenders” shall include the Administrative Agent in
its individual capacity.

       

           
9.9 Successor
Administrative Agent .

       

           The
Administrative Agent may resign as Administrative Agent upon thirty
(30) days’ prior notice to the Borrower and the Lenders. If the
Administrative Agent shall resign as Administrative Agent under this Credit
Agreement and the other Credit Documents, then the Required Lenders shall
appoint from among the Lenders a successor agent for the Lenders, which
successor agent shall be approved by the Borrower (so long as no Event of
Default has occurred and is continuing), whereupon such successor agent shall
succeed to the rights, powers and duties of the Administrative Agent, and the
term “Administrative Agent” shall mean such successor agent effective upon such
appointment and approval, and the former Administrative Agent’s rights, powers
and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Credit Agreement or any holders of the Notes. After any
retiring Administrative Agent’s resignation as Administrative Agent, the
provisions of this Section 9.9 shall inure to its benefit as

       

       80

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      to any
actions taken or omitted to be taken by it while it was Administrative Agent
under this Credit Agreement.

       

           
9.10 Other
Agents, Arrangers and Managers .

       

           None
of the Lenders or other Persons identified on the front page or signature pages
of this Credit Agreement as “Syndication Agent,” “Lead Arranger” or “Book
Manager” shall have any right, power, obligation, liability, responsibility or
duty under this Credit Agreement other than, in the case of the Syndication
Agent, those applicable to all Lenders as such. Without limiting the foregoing,
none of the Lenders or other Persons so identified shall have or be deemed to
have any fiduciary relationship with any Lender. Each Lender acknowledges that
it has not relied, and will not rely, on any of the Lenders or other Persons so
identified in deciding to enter into this Credit Agreement or in taking or not
taking action hereunder.

       

           
9.11 Collateral
and Guaranty Matters .

       

           (a)
The Lenders irrevocably authorize and direct the Administrative
Agent:

       

           (i)
to release any Lien on any Collateral granted to or held by the Administrative
Agent under any Credit Document (A) upon termination of the Revolving
Commitments and payment in full of all Credit Party Obligations (other than
contingent indemnification obligations) and the expiration or termination of all
Letters of Credit, (B) that is transferred or to be transferred as part of
or in connection with any sale or other disposition permitted hereunder,
(C) subject to Section 11.1, if approved, authorized or ratified in
writing by the Required Lenders, (D) in connection with the release of any
Guarantor pursuant to clause (ii) below or (E) on and after the Collateral
Release Date; and

       

           (ii)
to release any Guarantor from its obligations under the applicable Guaranty if
such Person ceases to be a Guarantor as a result of a transaction permitted
hereunder.

       

           (b)
In connection with a termination or release pursuant to this Section, the
Administrative Agent shall promptly execute and deliver to the applicable Credit
Party, at the Borrower’s expense, all documents that the applicable Credit Party
shall reasonably request to evidence such termination or release. Upon request
by the Administrative Agent at any time, the Required Lenders will confirm in
writing the Administrative Agent’s authority to release or subordinate its
interest in particular types or items of Collateral, or to release any Guarantor
from its obligations under the Guaranty pursuant to this Section.

       

       81

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      SECTION
10

       

      GUARANTY

       

           
10.1 The
Guaranty .

       

           In
order to induce the Lenders to enter into this Credit Agreement and any Hedging
Agreement Provider to enter into any Secured Hedging Agreement and to extend
credit hereunder and thereunder and in recognition of the direct benefits to be
received by the Guarantors from the Extensions of Credit hereunder and any
Secured Hedging Agreement, each of the Guarantors hereby agrees with the
Administrative Agent and the Lenders as follows: the Guarantor hereby
unconditionally and irrevocably jointly and severally guarantees as primary
obligor and not merely as surety the full and prompt payment when due, whether
upon maturity, by acceleration or otherwise, of any and all indebtedness of the
Borrower owed to the Administrative Agent, the Lenders and the Hedging Agreement
Providers. If any or all of the indebtedness becomes due and payable hereunder
or under any Secured Hedging Agreement with a Hedging Agreement Provider, each
Guarantor unconditionally promises to pay such indebtedness to the
Administrative Agent, the Lenders, the Hedging Agreement Providers, or order, or
demand, together with any and all reasonable expenses which may be incurred by
the Administrative Agent, the Lenders or the Hedging Agreement Providers in
collecting any of the Credit Party Obligations. The word “indebtedness” is used
in this Article in its most comprehensive sense and includes any and all
advances, debts, obligations and liabilities of the Borrower and the Guarantors,
including specifically all Credit Party Obligations, arising in connection with
this Credit Agreement, the other Credit Documents or Secured Hedging Agreement,
in each case, heretofore, now, or hereafter made, incurred or created, whether
voluntarily or involuntarily, absolute or contingent, liquidated or
unliquidated, determined or undetermined, whether or not such indebtedness is
from time to time reduced, or extinguished and thereafter increased or incurred,
whether the Borrower and the Guarantors may be liable individually or jointly
with others, whether or not recovery upon such indebtedness may be or hereafter
become barred by any statute of limitations, and whether or not such
indebtedness may be or hereafter become otherwise enforceable.

       

           Each
Guarantor, the Administrative Agent and each Lender hereby confirms that it is
the intention of all such Persons that this Guaranty and the obligations of each
Guarantor hereunder not constitute a fraudulent transfer or conveyance for the
purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar foreign, federal or state law to the
extent applicable to this Guaranty and the obligations of each Guarantor
hereunder. To effectuate the foregoing intention, the Administrative Agent, the
Lenders and the Guarantors hereby irrevocably agree that the obligations of each
Guarantor under this Guaranty at any time shall be limited to the maximum amount
as will result in the obligations of such Guarantor under this Guaranty not
constituting a fraudulent transfer or conveyance.

       

       82

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           
10.2 Bankruptcy
.

       

           Additionally,
each of the Guarantors unconditionally and irrevocably guarantees jointly and
severally the payment of any and all Credit Party Obligations of the Borrower to
the Lenders and any Hedging Agreement Provider whether or not due or payable by
the Borrower upon the occurrence of any of the events specified in
Section 8.1(e), and unconditionally promises to pay such Credit Party
Obligations to the Administrative Agent for the account of the Lenders and to
any such Hedging Agreement Provider, or order, on demand, in lawful money of the
United States. Each of the Guarantors further agrees that to the extent that the
Borrower or a Guarantor shall make a payment or a transfer of an interest in any
property to the Administrative Agent, any Lender or any Hedging Agreement
Provider, which payment or transfer or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, or otherwise is avoided,
and/or required to be repaid to the Borrower or a Guarantor, the estate of the
Borrower or a Guarantor, a trustee, receiver or any other party under any
bankruptcy law, state or federal law, common law or equitable cause, then to the
extent of such avoidance or repayment, the obligation or part thereof intended
to be satisfied shall be revived and continued in full force and effect as if
said payment had not been made.

       

           
10.3 Nature of
Liability .

       

           The
liability of each Guarantor hereunder is exclusive and independent of any
security for or other guaranty of the Credit Party Obligations of the Borrower
whether executed by any such Guarantor, any other guarantor or by any other
party, and no Guarantor’s liability hereunder shall be affected or impaired by
(a) any direction as to application of payment by the Borrower or by any
other party, or (b) any other continuing or other guaranty, undertaking or
maximum liability of a guarantor or of any other party as to the Credit Party
Obligations of the Borrower, or (c) any payment on or in reduction of any
such other guaranty or undertaking, or (d) any dissolution, termination or
increase, decrease or change in personnel by the Borrower, or (e) any
payment made to the Administrative Agent, the Lenders or any Hedging Agreement
Provider on the Credit Party Obligations that the Administrative Agent, such
Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court
order in any bankruptcy, reorganization, arrangement, moratorium or other debtor
relief proceeding, and each of the Guarantors waives any right to the deferral
or modification of its obligations hereunder by reason of any such
proceeding.

       

           
10.4 Independent
Obligation .

       

           The
obligations of each Guarantor hereunder are independent of the obligations of
any other Guarantor or the Borrower, and a separate action or actions may be
brought and prosecuted against each Guarantor whether or not action is brought
against any other Guarantor or the Borrower and whether or not any other
Guarantor or the Borrower is joined in any such action or actions.

       

       83

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           
10.5 Authorization
.

       

           Each
of the Guarantors authorizes the Administrative Agent, each Lender and each
Hedging Agreement Provider without notice or demand (except as shall be required
by applicable statute and cannot be waived), and without affecting or impairing
its liability hereunder, from time to time to (a) renew, compromise,
extend, increase, accelerate or otherwise change the time for payment of, or
otherwise change the terms of the Credit Party Obligations or any part thereof
in accordance with this Credit Agreement and any Secured Hedging Agreement, as
applicable, including any increase or decrease of the rate of interest thereon,
(b) take and hold security from any Guarantor or any other party for the
payment of this Guaranty or the Credit Party Obligations and exchange, enforce
waive and release any such security, (c) apply such security and direct the
order or manner of sale thereof as the Administrative Agent and the Lenders in
their discretion may determine and (d) release or substitute any one or more
endorsers, Guarantors, the Borrower or other obligors.

       

           
10.6 Reliance
.

       

           It
is not necessary for the Administrative Agent, the Lenders or any Hedging
Agreement Providers to inquire into the capacity or powers of the Borrower or
the officers, directors, members, partners or agents acting or purporting to act
on its behalf, and any indebtedness made or created in reliance upon the
professed exercise of such powers shall be guaranteed hereunder.

       

           
10.7 Waiver
.

       

           (a)
Each of the Guarantors waives any right (except as shall be required by
applicable statute and cannot be waived) to require the Administrative Agent,
any Lender or any Hedging Agreement Provider to (i) proceed against the
Borrower, any other Guarantor or any other party, (ii) proceed against or
exhaust any security held from the Borrower, any other Guarantor or any other
party, or (iii) pursue any other remedy in the Administrative Agent’s, any
Lender’s or any Hedging Agreement Provider’s power whatsoever. Each of the
Guarantors waives any defense based on or arising out of any defense of the
Borrower, any other Guarantor or any other party other than payment in full of
the Credit Party Obligations, including without limitation any defense based on
or arising out of the disability of the Borrower, any other Guarantor or any
other party, or the unenforceability of the Credit Party Obligations or any part
thereof from any cause, or the cessation from any cause of the liability of the
Borrower other than payment in full of the Credit Party Obligations. The
Administrative Agent or any of the Lenders may, at their election, foreclose on
any security held by the Administrative Agent or a Lender by one or more
judicial or nonjudicial sales, whether or not every aspect of any such sale is
commercially reasonable (to the extent such sale is permitted by applicable
law), or exercise any other right or remedy the Administrative Agent and any
Lender may have against the Borrower or any other party, or any security,
without affecting or impairing in any way the liability of any Guarantor
hereunder except to the extent the Credit Party Obligations have been paid in
full. Each of the Guarantors waives any defense arising out of any such election
by the Administrative Agent and each of the Lenders, even though such election
operates to impair or extinguish any right of reimbursement or

       

       84

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      subrogation
or other right or remedy of the Guarantors against the Borrower or any other
party or any security.

       

           (b)
Each of the Guarantors waives all presentments, demands for performance,
protests and notices, including without limitation notices of nonperformance,
notice of protest, notices of dishonor, notices of acceptance of this Guaranty,
and notices of the existence, creation or incurring of new or Additional Credit
Party Obligations. Each Guarantor assumes all responsibility for being and
keeping itself informed of the Borrower’s financial condition and assets, and of
all other circumstances bearing upon the risk of nonpayment of the Credit Party
Obligations and the nature, scope and extent of the risks which such Guarantor
assumes and incurs hereunder, and agrees that neither the Administrative Agent
nor any Lender shall have any duty to advise such Guarantor of information known
to it regarding such circumstances or risks.

       

           (c)
Each of the Guarantors hereby agrees it will not exercise any rights of
subrogation which it may at any time otherwise have as a result of this Guaranty
(whether contractual, under Section 509 of the U.S. Bankruptcy Code, or
otherwise) to the claims of the Lenders or the Hedging Agreement Provider
against the Borrower or any other guarantor of the Credit Party Obligations of
the Borrower owing to the Lenders or such Hedging Agreement Provider
(collectively, the “ Other Parties ”) and
all contractual, statutory or common law rights of reimbursement, contribution
or indemnity from any Other Party which it may at any time otherwise have as a
result of this Guaranty until such time as the Credit Party Obligations shall
have been paid in full, no Credit Document or Secured Hedging Agreement remains
in effect and the Commitments have been terminated. Each of the Guarantors
hereby further agrees not to exercise any right to enforce any other remedy
which the Administrative Agent, the Lenders or any Hedging Agreement Provider
now have or may hereafter have against any Other Party, any endorser or any
other guarantor of all or any part of the Credit Party Obligations of the
Borrower and any benefit of, and any right to participate in, any security or
Collateral given to or for the benefit of the Lenders and/or the Hedging
Agreement Providers to secure payment of the Credit Party Obligations of the
Borrower until such time as the Credit Party Obligations shall have been paid in
full, no Credit Document or Secured Hedging Agreement remains in effect and the
Commitments have been terminated.

       

           
10.8 Limitation
on Enforcement .

       

           The
Lenders and the Hedging Agreement Providers agree that this Guaranty may be
enforced only by the action of the Administrative Agent acting upon the
instructions of the Required Lenders (only with respect to obligations under the
applicable Secured Hedging Agreement entered into with such Hedging Agreement
Provider) and that no Lender or Hedging Agreement Provider shall have any right
individually to seek to enforce or to enforce this Guaranty, it being understood
and agreed that such rights and remedies may be exercised by the Administrative
Agent for the benefit of the Lenders under the terms of this Credit Agreement
and for the benefit of any Hedging Agreement Provider under any Secured Hedging
Agreement provided by such Hedging Agreement Provider. The Lenders and the
Hedging Agreement

       

       85

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      Providers
further agree that this Guaranty may not be enforced against any director,
officer, employee or stockholder/equityholder of the Guarantors.

       

           
10.9 Confirmation
of Payment .

       

           The
Administrative Agent and the Lenders will, upon request after payment of the
Credit Party Obligations which are the subject of this Guaranty and termination
of the Commitments relating thereto, confirm to the Borrower, the Guarantors or
any other Person that the Credit Party Obligations have been paid in full and
the Commitments relating thereto terminated, subject to the provisions of
Section 10.2.

       

      SECTION
11

       

      MISCELLANEOUS

       

           
11.1 Amendments
and Waivers .

       

           Neither
this Credit Agreement, nor any of the other Credit Documents, nor any terms
hereof or thereof may be amended, supplemented, waived or modified except in
accordance with the provisions of this Section 11.1 nor may Collateral be
released except as specifically provided herein or in the Security Documents or
in accordance with the provisions of this Section. The Required Lenders may, or,
with the written consent of the Required Lenders, the Administrative Agent may,
from time to time, (a) enter into with the Borrower written amendments,
supplements or modifications hereto and to the other Credit Documents for the
purpose of adding any provisions to this Credit Agreement or the other Credit
Documents or changing in any manner the rights of the Lenders or of the Borrower
hereunder or thereunder or (b) waive, on such terms and conditions as the
Required Lenders may specify in such instrument, any of the requirements of this
Credit Agreement or the other Credit Documents or any Default or Event of
Default and its consequences; provided , however , that no
such waiver and no such amendment, waiver, supplement, modification or release
shall:

       

           (i)
reduce the amount or extend the scheduled date of maturity of any Loan or Note,
or reduce the stated rate of any interest or fee payable hereunder (except in
connection with a waiver of interest at the increased post-default rate) or
extend the scheduled date of any payment thereof or increase the amount or
extend the expiration date of any Lender’s Commitment, in each case without the
written consent of each Lender directly affected thereby; or

       

           (ii)
amend, modify or waive any provision of this Section 11.1 or reduce the
percentage specified in the definition of Required Lenders, without the written
consent of all the Lenders; or

       

           (iii)
amend, modify or waive any provision of Section 9 without the written
consent of the then Administrative Agent; or

       

       86

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           (iv)
release all or substantially all of the Guarantors from their obligations under
the Guaranty (excluding for purposes hereof the release of a Guarantor by a
sale, transfer, disposition or otherwise to the extent permitted pursuant to the
terms of Section 7.4) without the written consent of all of the Lenders;
or

       

           (v)
except in accordance with Sections 6.12 and 9.11, release all or
substantially all of the Collateral without the written consent of all of the
Lenders;

       

           (vi)
amend, modify or waive the Lender approval requirements of any provision of the
Credit Documents which at such time requires the consent, approval or request of
the Required Lenders or all Lenders, as the case may be, without the written
consent of the Required Lenders or of all of the Lenders, as the case may be;
or

       

           (vii)
amend, modify or waive any provision of the Credit Documents affecting the
rights or duties of the Administrative Agent, the Issuing Lender or the
Swingline Lender under any Credit Document without the written consent of the
Administrative Agent, the Issuing Lender and/or the Swingline Lender, as
applicable, in addition to the Lenders required hereinabove to take such action;
or

       

           (viii)
amend or modify the definition of Credit Party Obligations without the written
consent of each Lender and each Hedging Agreement Provider directly affected
thereby; or

       

           (ix)
amend, modify or waive the order in which the Credit Party Obligations are paid
in Section 3.7(b) without the written consent of each Lender and each
Hedging Agreement Provider directly affected thereby.

       

           Any
such waiver, any such amendment, supplement or modification and any such release
shall apply equally to each of the Lenders and shall be binding upon the
Borrower, the other Credit Parties, the Lenders, the Administrative Agent and
all future holders of the Notes. In the case of any waiver, the Borrower, the
other Credit Parties, the Lenders and the Administrative Agent shall be restored
to their former position and rights hereunder and under the outstanding Loans
and Notes and other Credit Documents, and any Default or Event of Default
permanently waived shall be deemed to be cured and not continuing; but no such
waiver shall extend to any subsequent or other Default or Event of Default, or
impair any right consequent thereon.

       

           Notwithstanding
any of the foregoing to the contrary, the consent of the Borrower shall not be
required for any amendment, modification or waiver of the provisions of
Section 9 (other than the provisions of Section 9.9 or 9.11);
provided, however, that the Administrative Agent will provide written notice to
the Borrower of any such amendment, modification or waiver. In addition, the
Borrower and the Lenders hereby authorize the Administrative Agent to modify
this Credit Agreement by unilaterally amending or supplementing Schedule 2.1(a)
from time to time in the manner requested by the Borrower, the Administrative
Agent or any Lender in order to reflect any assignments or transfers of the
Loans as provided for hereunder; provided further
,

       

       87

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      however , that the
Administrative Agent shall promptly deliver a copy of any such modification to
the Borrower and each Lender.

       

           Notwithstanding
the fact that the consent of all the Lenders is required in certain
circumstances as set forth above, (x) each Lender is entitled to vote as
such Lender sees fit on any bankruptcy reorganization plan that affects the
Loans, and each Lender acknowledges that the provisions of Section 1126(c) of
the Bankruptcy Code supersedes the unanimous consent provisions set forth herein
and (y) the Required Lenders may consent to allow a Credit Party to use
cash collateral in the context of a bankruptcy or insolvency
proceeding.

       

           
11.2 Notices
.

       

           All
notices, requests and demands to or upon the respective parties hereto to be
effective shall be in writing (including by telecopy), and, unless otherwise
expressly provided herein, shall be deemed to have been duly given or made
(a) when delivered by hand, (b) when transmitted via telecopy (or
other facsimile device) to the number set out herein, (c) the day following
the day on which the same has been delivered prepaid (or pursuant to an invoice
arrangement) to a reputable national overnight air courier service, or
(d) the third Business Day following the day on which the same is sent by
certified or registered mail, postage prepaid, in each case addressed as follows
in the case of the Borrower, the other Credit Parties and the Administrative
Agent, and as set forth on such Lender’s Administrative Questionnaire, in the
case of the Lenders, or to such other address as may be hereafter notified by
the respective parties hereto and any future holders of the Notes:

       

           if
to the Borrower or any other Credit Party:

      


      
        	 
      	 
      	 
      
	
                               

              	 
      	
                Dycom
      Industries, Inc.

                11770
      US Hwy 1, Suite 101

                Palm
      Beach Gardens, Florida 33408

                Attention:
      H. Andrew DeFerrari

                Telephone:
      (561) 799-2240

                Telecopy:
      (561) 799-2207

                 

                with
      a copy to:

                 

                Shearman
      & Sterling LLP

                599
      Lexington Avenue

                New
      York, New York 10022

                Attention:
      Maura O’Sullivan

                Telephone:
      (212) 848-7897

                Telecopy:
      (646) 848-7897

              


      

       

       88

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           if
to the Administrative Agent:

      


      
        	 
      	 
      	 
      
	
                               

              	 
      	
                Wachovia
      Bank, National Association, as Administrative Agent

                1525
      W.T. Harris Blvd.

                Mail
      Code NC 0680

                Charlotte,
      North Carolina 28262

                Attention:
      Syndication Agency Services

                Telephone:
      (704) 590-2703

                Telecopy:
      (704) 590-2782

                 

                with
      a copy to:

                 

                Wachovia
      Bank, National Association

                301
      South College Street, NC5562

                Charlotte,
      NC 28288

                Attention:Mark
      B. Felker

                Telephone:
      (704) 374-7074

                Telecopy:
      (704) 383-7611

              


      

       

           
11.3 No
Waiver; Cumulative Remedies .

       

           No
failure to exercise and no delay in exercising, on the part of the
Administrative Agent or any Lender, any right, remedy, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

       

           
11.4 Survival
of Representations and Warranties .

       

           All
representations and warranties made hereunder and in any document, certificate
or statement delivered pursuant hereto or in connection herewith shall survive
the execution and delivery of this Credit Agreement and the Notes and the making
of the Loans; provided that all
such representations and warranties shall terminate on the date upon which the
Commitments have been terminated and all Credit Party Obligations have been paid
in full.

       

           
11.5 Payment
of Expenses and Taxes .

       

           The
Credit Parties jointly and severally agree (a) to pay or reimburse the
Administrative Agent and the Lead Arrangers for all their reasonable
out-of-pocket costs and expenses incurred in connection with the development,
preparation, negotiation, printing and execution of, and any amendment,
supplement or modification to, this Credit Agreement and the other Credit
Documents and any other documents prepared in connection herewith or therewith,
and the consummation and administration of the transactions contemplated hereby
and thereby, together with the reasonable fees and disbursements of counsel to
the Administrative Agent and the Lead Arrangers (including one New York counsel
and one local counsel in any applicable

       

       89

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      jurisdiction),
(b) to pay or reimburse each Lender and the Administrative Agent for all
its costs and expenses incurred in connection with the enforcement or
preservation of any rights under this Credit Agreement and the other Credit
Documents, including, without limitation, the reasonable fees and disbursements
of counsel to the Administrative Agent and to the Lenders, and (c) on
demand, to pay, indemnify, and hold each Lender and the Administrative Agent
harmless from, any and all recording and filing fees and any and all liabilities
with respect to, or resulting from any delay in paying, stamp, excise and other
similar taxes, if any, which may be payable or determined to be payable in
connection with the execution and delivery of, or consummation or administration
of any of the transactions contemplated by, or any amendment, supplement or
modification of, or any waiver or consent under or in respect of, the Credit
Documents and any such other documents, and (d) to pay, indemnify, and hold
each Lender and the Administrative Agent and their Affiliates harmless from and
against, any and all other liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of the Credit Documents and any such other
documents and the use, or proposed use, of proceeds of the Loans (all of the
foregoing, collectively, the “ Indemnified
Liabilities ”); provided , however , that the
Borrower shall not have any obligation hereunder to the Administrative Agent or
any Lender with respect to Indemnified Liabilities arising from the gross
negligence or willful misconduct of the Administrative Agent or any such Lender,
as determined by a court of competent jurisdiction pursuant to a final
non-appealable judgment. The agreements in this Section 11.5 shall survive
repayment of the Loans, Notes and all other Credit Party
Obligations.

       

           
11.6 Successors
and Assigns; Participations; Purchasing Lenders .

       

           (a)
Successors and Assigns
Generally . The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that neither the Borrower nor any other Credit
Party may assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of the Administrative Agent and each
Lender and no Lender may assign or otherwise transfer any of its rights or
obligations hereunder except (i) to an assignee in accordance with the
provisions of paragraph (b) of this Section, (ii) by way of
participation in accordance with the provisions of paragraph (d) of this
Section or (iii) by way of pledge or assignment of a security interest
subject to the restrictions of paragraph (f) of this Section (and any other
attempted assignment or transfer by any party hereto shall be null and void).
Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and
assigns permitted hereby, Participants to the extent provided in paragraph
(d) of this Section and, to the extent expressly contemplated hereby, the
Related Parties of each of the Administrative Agent and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this
Agreement.

       

           (b)
Assignments by
Lenders . Any Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans at the time owing to
it); provided
that any such assignment shall be subject to the following
conditions:

       

       90

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           (i)
Minimum Amounts
..

       

           (A)
in the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitment and the Loans at the time owing to it or in the case of an
assignment to a Lender or an Affiliate of a Lender, no minimum amount need be
assigned; and

       

           (B)
in any case not described in paragraph (b)(i)(A) of this Section, the aggregate
amount of the Commitment (which for this purpose includes Loans outstanding
thereunder) or, if the applicable Commitment is not then in effect, the
principal outstanding balance of the Loans of the assigning Lender subject to
each such assignment (determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent or, if
“Trade Date” is specified in the Assignment and Assumption, as of the Trade
Date) shall not be less than $5,000,000 unless each of the Administrative Agent
and, so long as no Event of Default has occurred and is continuing, the Borrower
otherwise consents (each such consent not to be unreasonably withheld or
delayed).

       

           (ii)
Proportionate
Amounts . Each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender’s rights and obligations under
this Agreement with respect to the Loan or the Commitment assigned, except that
this clause (ii) shall not prohibit any Lender from assigning all or a
portion of its rights and obligations among separate Tranches on a non-pro rata
basis.

       

           (iii)
Required
Consents . No consent shall be required for any assignment except to the
extent required by paragraph (b)(i)(B) of this Section and, in
addition:

       

           (A)
the consent of the Borrower (such consent not to be unreasonably withheld or
delayed) shall be required unless (x) an Event of Default has occurred and
is continuing at the time of such assignment or (y) such assignment is to a
Lender or an Affiliate of a Lender

       

           (B)
the consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required for assignments if such assignment is to
a Person that is not a Lender or an Affiliate of such Lender with respect to
such Lender; and

       

           (C)
the consent of the Issuing Lender (such consent not to be unreasonably withheld
or delayed) shall be required for assignments in respect of a Revolving
Commitment.

       

       91

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           (iv)
Assignment and
Assumption . The parties to each assignment shall execute and deliver to
the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500, and the assignee, if it is not a
Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire.

       

           (v)
No Assignment to a
Credit Party . No such assignment shall be made to any Credit Party or
any of Credit Party’s Affiliates or Subsidiaries.

       

           (vi)
No Assignment to
Natural Persons . No such assignment shall be made to a natural
person.

       

           Subject
to acceptance and recording thereof by the Administrative Agent pursuant to
paragraph (c) of this Section, from and after the effective date specified
in each Assignment and Assumption, the assignee thereunder shall be a party to
this Agreement and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 3.11 and 11.5 with respect to
facts and circumstances occurring prior to the effective date of such
assignment. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this paragraph shall be treated
for purposes of this Agreement as a sale by such Lender of a participation in
such rights and obligations in accordance with paragraph (d) of this
Section.

       

           (c)
Register . The
Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at one of its offices in Charlotte, North Carolina a
copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the “ Register ”). The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Borrower and any Lender, at
any reasonable time and from time to time upon reasonable prior
notice.

       

           (d)
Participations
.. Any Lender may at any time, without the consent of, or notice to, the Borrower
or the Administrative Agent, sell participations to any Person (other than a
natural person or any Credit Party or any Credit Party’s Affiliates or
Subsidiaries) (each, a “ Participant ”) in all
or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans owing to it);
provided that
(i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other

       

       92

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      parties
hereto for the performance of such obligations and (iii) the Borrower, the
Administrative Agent and the Lenders, Issuing Lender and Swingline Lender shall
continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement.

       

           Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement. Subject to paragraph (e) of this Section, the Borrower
agrees that each Participant shall be entitled to the benefits of
Sections 3.11 and 3.13 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this
Section. To the extent permitted by law, each Participant also shall be entitled
to the benefits of Section 11.7 as though it were a Lender, provided such
Participant agrees to be subject to Section 3.7 as though it were a
Lender.

       

           (e)
Limitations upon
Participant Rights . A Participant shall not be entitled to receive any
greater payment under Sections 3.11 and 3.13 than the applicable Lender
would have been entitled to receive with respect to the participation sold to
such Participant, unless the sale of the participation to such Participant is
made with the Borrower’s prior written consent. A Participant that would be a
Foreign Lender if it were a Lender shall not be entitled to the benefits of
Section 2.16 unless the Borrower is notified of the participation sold to
such Participant and such Participant agrees, for the benefit of the Borrower,
to comply with Section 3.13 as though it were a Lender.

       

           (f)
Certain Pledges
.. Any Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided
that no such pledge or assignment shall release such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

       

           
11.7 Adjustments;
Set-off .

       

           (a)
Each Lender agrees that if any Lender (a “ Benefited Lender ”)
shall at any time receive any payment of all or part of its Loans, or interest
thereon, or receive any Collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 8.1(e), or otherwise) in a greater proportion than
any such payment to or Collateral received by any other Lender, if any, in
respect of such other Lender’s Loans, or interest thereon, such Benefited Lender
shall purchase for cash from the other Lenders a participating interest in such
portion of each such other Lender’s Loan, or shall provide such other Lenders
with the benefits of any such Collateral, or the proceeds thereof, as shall be
necessary to cause such Benefited Lender to share the excess payment or benefits
of such Collateral or proceeds ratably with each of the Lenders; provided , however , that if all
or any portion of such excess payment or benefits is thereafter recovered from
such Benefited Lender, such purchase shall be rescinded, and the purchase price
and benefits returned, to the extent of such recovery, but without interest. The
Borrower agrees that each Lender so purchasing a

       

       93

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      portion
of another Lender’s Loans may exercise all rights of payment (including, without
limitation, rights of set-off) with respect to such portion as fully as if such
Lender were the direct holder of such portion.

       

           (b)
In addition to any rights and remedies of the Lenders provided by law
(including, without limitation, other rights of set-off), each Lender shall have
the right, without prior notice to any Credit Party, any such notice being
expressly waived by the Credit Parties to the extent permitted by applicable
law, upon the occurrence of any Event of Default, to setoff and appropriate and
apply any and all deposits (general or special, time or demand, provisional or
final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by such Lender or any branch or
agency thereof to or for the credit or the account of any Credit Party, or any
part thereof in such amounts as such Lender may elect, against and on account of
the obligations and liabilities of the Borrower and the other Credit Parties to
such Lender hereunder and claims of every nature and description of such Lender
against the Borrower and the other Credit Parties, in any currency, whether
arising hereunder, under the Notes or under any documents contemplated by or
referred to herein or therein, as such Lender may elect, whether or not such
Lender has made any demand for payment and although such obligations,
liabilities and claims may be contingent or unmatured. The aforesaid right of
set-off may be exercised by such Lender against any Credit Party or against any
trustee in bankruptcy, debtor in possession, assignee for the benefit of
creditors, receiver or execution, judgment or attachment creditor of any such
Credit Party, or against anyone else claiming through or against any such Credit
Party or any such trustee in bankruptcy, debtor in possession, assignee for the
benefit of creditors, receiver, or execution, judgment or attachment creditor,
notwithstanding the fact that such right of set-off shall not have been
exercised by such Lender prior to the occurrence of any Event of Default. Each
Lender agrees promptly to notify the applicable Credit Party and the
Administrative Agent after any such set-off and application made by such Lender;
provided ,
however , that
the failure to give such notice shall not affect the validity of such set-off
and application.

       

           
11.8 Table of
Contents and Section Headings .

       

           The
table of contents and the Section and subsection headings herein are intended
for convenience only and shall be ignored in construing this Credit
Agreement.

       

           
11.9 Counterparts
.

       

           This
Credit Agreement may be executed by one or more of the parties to this Credit
Agreement on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same agreement.
Delivery of an executed counterpart of a signature page of this Agreement by
telecopy or email shall be effective as delivery of a manually executed
counterpart of this Agreement.

       

       94

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           
11.10 Effectiveness
.

       

           This
Credit Agreement shall become effective on the date on which all of the parties
have signed a copy hereof (whether the same or different copies) and shall have
delivered the same to the Administrative Agent (or counsel to the Administrative
Agent) or, in the case of the Lenders, shall have given to the Administrative
Agent written, telecopied or telex notice (actually received) at such office
that the same has been signed and mailed to it.

       

           
11.11 Severability
.

       

           Any
provision of this Credit Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

       

           
11.12 Integration
.

       

           This
Credit Agreement and the other Credit Documents represent the agreement of the
Borrower, the Administrative Agent and the Lenders with respect to the subject
matter hereof, and there are no promises, undertakings, representations or
warranties by the Administrative Agent, the Borrower or any Lender relative to
the subject matter hereof not expressly set forth or referred to herein or in
the other Credit Documents.

       

           
11.13 GOVERNING
LAW .

       

           THIS
CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS SHALL
BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.

       

           
11.14 Consent
to Jurisdiction and Service of Process .

       

           All
judicial proceedings brought against the Borrower and/or any other Credit Party
with respect to this Credit Agreement, any Note or any of the other Credit
Documents may be brought in any New York State or Federal court of the United
States of America of competent jurisdiction sitting in the State of New York,
and, by execution and delivery of this Credit Agreement, each of the Borrower
and the other Credit Parties accepts, for itself and in connection with its
properties, generally and unconditionally, the non-exclusive jurisdiction of the
aforesaid courts and irrevocably agrees to be bound by any final judgment
rendered thereby in connection with this Credit Agreement, any Note or any other
Credit Document from which no appeal has been taken or is available. Each of the
Borrower and the other Credit Parties irrevocably agrees that all service of
process in any such proceedings in any such court may be effected by mailing a
copy thereof by registered or certified mail (or any substantially similar form
of mail), postage prepaid, to it at its address set forth in Section 11.2
or at such other

       

       95

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      address
of which the Administrative Agent shall have been notified pursuant thereto,
such service being hereby acknowledged by the each of the Borrower and the other
Credit Parties to be effective and binding service in every respect. Each of the
Borrower, the other Credit Parties, the Administrative Agent and the Lenders
irrevocably waives any objection, including, without limitation, any objection
to the laying of venue based on the grounds of forum non conveniens which it may
now or hereafter have to the bringing of any such action or proceeding in any
such jurisdiction. Nothing herein shall affect any right that any party hereto
may have to serve process in any other manner permitted by law or shall limit
the right of any Lender to bring proceedings against the Borrower or the other
Credit Parties in the court of any other jurisdiction.

       

           
11.15 Confidentiality
.

       

           The
Administrative Agent and each of the Lenders agrees that it will use its best
efforts not to disclose without the prior consent of the Borrower (other than to
its employees, affiliates, auditors or counsel or to another Lender) any
information with respect to the Borrower and its Subsidiaries which is furnished
pursuant to this Credit Agreement, any other Credit Document or any documents
contemplated by or referred to herein or therein and which is designated by the
Borrower to the Lenders in writing as confidential or as to which it is
otherwise reasonably clear such information is not public, except that any
Lender may disclose any such information (a) as was or has become available
to such Lender other than by a breach of this Section 11.15, or as has
become generally available to the public other than by a breach of this
Section 11.15, (b) as may be required or appropriate in any report,
statement or testimony submitted to any municipal, state or federal regulatory
body having or claiming to have jurisdiction over such Lender or to the Federal
Reserve Board or the Federal Deposit Insurance Corporation or the OCC or the
NAIC or similar organizations (whether in the United States or elsewhere) or
their successors, (c) as may be required or appropriate in response to any
summons or subpoena or similar legal process or any law, order, regulation or
ruling applicable to such Lender, (d) to any prospective Participant or
assignee in connection with any contemplated transfer pursuant to
Section 11.6; provided that such
prospective transferee shall have been made aware of this Section 11.15 and
shall have agreed in a writing reasonably satisfactory to the Borrower to be
bound by its provisions as if it were a party to this Credit Agreement,
(e) to any actual or prospective counterparty (or its advisors) to any
Secured Hedging Agreement relating to a Credit Party and its obligations;
provided that such prospective transferee shall have agreed to be bound by the
confidentiality provisions set forth in this Section 11.15, (f) to
Gold Sheets and
other similar bank trade publications, such information to consist of deal terms
and other information regarding the credit facilities evidenced by this Credit
Agreement customarily found in such publications, and (g) in connection
with any suit, action or proceeding for the purpose of defending itself,
reducing its liability, or protecting or exercising any of its claims, rights,
remedies or interests under or in connection with the Credit Documents or any
Secured Hedging Agreement.

       

       96

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

           
11.16 Acknowledgments
.

       

           The
Borrower and the other Credit Parties each hereby acknowledges
that:

       

           (a)
it has been advised by counsel in the negotiation, execution and delivery of
each Credit Document;

       

           (b)
neither the Administrative Agent nor any Lender has any fiduciary relationship
with or duty to the Borrower or any other Credit Party arising out of or in
connection with this Credit Agreement and the relationship between
Administrative Agent and Lenders, on one hand, and the Borrower and the other
Credit Parties, on the other hand, in connection herewith is solely that of
debtor and creditor; and

       

           (c)
no joint venture exists among the Borrower or the other Credit Parties and the
Lenders.

       

           
11.17 Waivers
of Jury Trial .

       

           THE
BORROWER, THE OTHER CREDIT PARTIES, THE ADMINISTRATIVE AGENT AND THE LENDERS
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN.

       

           
11.18 Patriot
Act .

       

           Each
Lender and the Administrative Agent (for itself and not on behalf of any other
party) hereby notifies the Borrower that, pursuant to the requirements of the
USA Patriot Act, Title III of Pub. L. 107-56, signed into law October 26,
2001 (the “ Patriot
Act ”), it is required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of the
Borrower and other information that will allow each Lender or the Administrative
Agent, as applicable, to identify the Borrower in accordance with the Patriot
Act.

       

           
11.19 Continuing
Agreement .

       

           This
Credit Agreement shall be a continuing agreement and shall remain in full force
and effect until all Credit Party Obligations (other than those obligations that
expressly survive the termination of this Credit Agreement) have been paid in
full and all Commitments and Letters of Credit have been terminated. Upon
termination, the Credit Parties shall have no further obligations (other than
those obligations that expressly survive the termination of this Credit
Agreement) under the Credit Documents and the Administrative Agent shall, at the
request and expense of the Borrower, deliver all the Collateral in its
possession to the Borrower and release all Liens on the Collateral; provided that should
any payment, in whole or in part, of the Credit Party Obligations be rescinded
or otherwise required to be restored or returned by the Administrative Agent or
any Lender, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise, then the Credit Documents shall automatically be
reinstated and all

       

       97

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

      Liens of
the Administrative Agent shall reattach to the Collateral and all amounts
required to be restored or returned and all costs and expenses incurred by the
Administrative Agent or any Lender in connection therewith shall be deemed
included as part of the Credit Party Obligations.

       

           IN
WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
Credit Agreement to be duly executed and delivered as of the date first above
written.

      
        	 
      	 
      	 
      
	
                BORROWER :

              	 
      	
                DYCOM
      INDUSTRIES, INC.,

                a
      Florida corporation

              
	 
      	 
      	 
      
	 
      	 
      	
                By:
      /s/ Steven
      Nielsen

              
	 
      	 
      	 
      
	 
      	 
      	
                Name:
      Steven Nielsen

                Title:
      President and Chief Executive Officer

              
	 
      	 
      	 
      
	
                GUARANTORS :

              	 
      	
                ANSCO
      & ASSOCIATES, LLC,

                a
      Delaware limited liability company

              
	 
      	 
      	 
      
	 
      	 
      	
                APEX
      DIGITAL, LLC,

                a
      Delaware limited liability company

              
	 
      	 
      	 
      
	 
      	 
      	
                BROADBAND
      EXPRESS, LLC,

                a
      Delaware limited liability company

              
	 
      	 
      	 
      
	 
      	 
      	
                BROADBAND
      INSTALLATION SERVICES, LLC,

                a
      Delaware limited liability company

              
	 
      	 
      	 
      
	 
      	 
      	
                C-2
      UTILITY CONTRACTORS, LLC

                a
      Delaware limited liability company

              
	 
      	 
      	 
      
	 
      	 
      	
                CABLECOM,
      LLC,

                a
      Delaware limited liability company

              
	 
      	 
      	 
      
	 
      	 
      	
                CAN-AM
      COMMUNICATIONS, INC.,

                a
      Delaware corporation

              
	 
      	 
      	 
      
	 
      	 
      	
                CAVO
      BROADBAND COMMUNICATIONS, LLC,

                a
      Delaware limited liability company

              
	 
      	 
      	 
      
	 
      	 
      	
                COMMUNICATIONS
      CONSTRUCTION GROUP, LLC,

                a
      Delaware limited liability company

              
	 
      	 
      	 
      
	 
      	 
      	
                DYCOM
      CAPITAL MANAGEMENT, INC.,

                a
      Delaware corporation

              
	 
      	 
      	 
      
	 
      	 
      	
                By: /s/ H. Andrew
      DeFerrari

              
	 
      	 
      	 
      
	 
      	 
      	
                Name:
      H. Andrew DeFerrari

                Title:
      Treasurer

              


      

       

       98

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


      


      
        	 
      	 
      	 
      
	 
      	 
      	
                DYCOM
      CORPORATE IDENTITY, INC.,

                a
      Delaware corporation

              
	 
      	 
      	 
      
	 
      	 
      	
                DYCOM
      IDENTITY, LLC,

                a
      Delaware limited liability company

              
	 
      	 
      	 
      
	 
      	 
      	
                DYCOM
      INVESTMENTS, INC.,

                a
      Delaware corporation

              
	 
      	 
      	 
      
	 
      	 
      	
                ERVIN
      CABLE CONSTRUCTION, LLC,

                a
      Delaware limited liability company

              
	 
      	 
      	 
      
	 
      	 
      	
                GLOBE
      COMMUNICATIONS, LLC,

                a
      North Carolina limited liability company

              
	 
      	 
      	 
      
	 
      	 
      	
                IVY
      H. SMITH COMPANY, LLC,

                a
      Delaware limited liability company

              
	 
      	 
      	 
      
	 
      	 
      	
                LAMBERT’S
      CABLE SPLICING COMPANY, LLC,

                a
      Delaware limited liability company

              
	 
      	 
      	 
      
	 
      	 
      	
                LOCATING,
      INC.,

                a
      Washington corporation

              
	 
      	 
      	 
      
	 
      	 
      	
                NICHOLS
      CONSTRUCTION, LLC,

                a
      Delaware limited liability company

              
	 
      	 
      	 
      
	 
      	 
      	
                NIELS
      FUGAL SONS COMPANY, LLC,

                a
      Delaware limited liability company

              
	 
      	 
      	
                 

                POINT
      TO POINT COMMUNICATIONS, INC.,

                a
      Louisiana corporation

              
	 
      	 
      	 
      
	 
      	 
      	
                PRECISION
      VALLEY COMMUNICATIONS OF VERMONT, LLC,

                a
      Delaware limited liability company

              
	 
      	 
      	 
      
	 
      	 
      	
                PRINCE
      TELECOM, LLC

                a
      Delaware limited liability company

              
	 
      	 
      	 
      
	 
      	 
      	
                By:
      /s/ H. Andrew
      DeFerrari

              
	 
      	 
      	 
      
	 
      	 
      	
                Name:
      H. Andrew DeFerrari

                Title:
      Treasurer

              


      

       

       99

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


      


      
        	 
      	 
      	 
      
	 
      	 
      	
                RJE
      TELECOM, LLC,

                a
      Delaware limited liability company

              
	 
      	 
      	 
      
	 
      	 
      	
                STAR
      CONSTRUCTION, LLC,

                a
      Delaware limited liability company

              
	 
      	 
      	 
      
	 
      	 
      	
                STEVENS
      COMMUNICATIONS, LLC,

                a
      Delaware limited liability company

              
	 
      	 
      	 
      
	 
      	 
      	
                S.T.S.,
      LLC,

                a
      Tennessee limited liability company

              
	 
      	 
      	 
      
	 
      	 
      	
                TCS
      COMMUNICATIONS, LLC,

                a
      Delaware limited liability company

              
	 
      	 
      	 
      
	 
      	 
      	
                TESINC,
      LLC,

                a
      Delaware limited liability company

              
	 
      	 
      	 
      
	 
      	 
      	
                UNDERGROUND
      SPECIALTIES, LLC,

                a
      Delaware limited liability company

              
	 
      	 
      	 
      
	 
      	 
      	
                US
      COMMUNICATIONS CONTRACTORS, LLC,

                a
      Delaware limited liability company

              
	 
      	 
      	 
      
	 
      	 
      	
                UTILIQUEST,
      LLC,

                a
      Georgia limited liability company

              
	 
      	 
      	 
      
	 
      	 
      	
                WHITE
      MOUNTAIN CABLE CONSTRUCTION, LLC,

                a
      Delaware limited liability company

              
	 
      	 
      	 
      
	 
      	 
      	
                By:
      /s/ H. Andrew
      DeFerrari

              
	 
      	 
      	 
      
	 
      	 
      	
                Name:
      H. Andrew DeFerrari

                Title:
      Treasurer

              
	 
      	 
      	 
      
	 
      	 
      	
                INSTALLATION
      TECHNICIANS, LLC,

                a
      Florida limited liability company

              
	 
      	 
      	 
      
	 
      	 
      	
                By:
      /s/ Robert Allen Stoutt,
      Jr.

              
	 
      	 
      	 
      
	 
      	 
      	
                Name:
      Robert Allen Stoutt, Jr.

              
	 
      	 
      	
                Title:
      President

              
	 
      	 
      	 
      
	 
      	 
      	
                MIDTOWN
      EXPRESS, LLC,

                a
      Delaware corporation

              
	 
      	 
      	 
      
	 
      	 
      	
                By:
      /s/ Dennis
      Kastens

              
	 
      	 
      	 
      
	 
      	 
      	
                Name:
      Dennis Kastens

              
	 
      	 
      	
                Title:
      President

              


      

       

       100

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


      


      
        	 
      	 
      	 
      
	
                LENDERS :

              	 
      	
                WACHOVIA
      BANK, NATIONAL ASSOCIATION,

                individually
      in its capacity as a

                Lender
      and in its capacity as Administrative Agent

              
	 
      	 
      	 
      
	 
      	 
      	
                By:
      /s/ Mark B.
      Felker

              
	 
      	 
      	 
      
	 
      	 
      	
                Name:
      Mark B. Felker

              
	 
      	 
      	
                Title:
      Managing Director

              


      

       

       101

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


      


      
        	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                /s/
      Bank of America, N.A.  

              	 
      
	 
      	
                as
      a Lender 

              	 
      
	 
      	 
      	 
      
	 
      
	 
      	 
      	 
      
	 
      	
                By:  

              	
                /s/
      Scott Hitchens  

              	 
      
	 
      	 
      	
                Name:  

              	
                Scott
      Hitchens 

              	 
      
	 
      	 
      	
                Title:  

              	
                Vice
      President 

              	 
      
	 
      


      

       

       102

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


      


      
        	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                Branch
      Banking & Trust Company  

              	 
      
	 
      	
                as
      a Lender 

              	 
      
	 
      	 
      	 
      
	 
      
	 
      	 
      	 
      
	 
      	
                By:  

              	
                /s/
      Bill Buchholz  

              	 
      
	 
      	 
      	
                Name:  

              	
                C.
      William Buchholz 

              	 
      
	 
      	 
      	
                Title:  

              	
                Senior
      Vice President 

              	 
      
	 
      


      

       

       103

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


      


      
        	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                RBS Citizen,
N.A.

              	 
      
	 
      	
                as
      a Lender 

              	 
      
	 
      	 
      	 
      
	 
      
	 
      	 
      	 
      
	 
      	
                By:  

              	
                /s/
      Fanghui Helen Ye  

              	 
      
	 
      	 
      	
                Name:  

              	
                Fanghui
      Helen Ye 

              	 
      
	 
      	 
      	
                Title:  

              	
                Assistant
      Vice President 

              	 
      
	 
      


      

       

       104

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

       

      
        	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                Compass Bank,

              	 
      
	 
      	
                as
      a Lender 

              	 
      
	 
      	 
      	 
      
	 
      
	 
      	 
      	 
      
	 
      	
                By:  

              	
                /s/
      Michael R. Del Rocco  

              	 
      
	 
      	 
      	
                Name:  

              	
                Michael
      R. Del Rocco 

              	 
      
	 
      	 
      	
                Title:  

              	
                Senior
      Vice President 

              	 
      
	 
      


      

       

       105

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


      


      
        	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                SunTrust Bank,

              	 
      
	 
      	
                as
      a Lender 

              	 
      
	 
      	 
      	 
      
	 
      
	 
      	 
      	 
      
	 
      	
                By:  

              	
                /s/
      Robert Maddox  

              	 
      
	 
      	 
      	
                Name:  

              	
                Robert
      Maddox 

              	 
      
	 
      	 
      	
                Title:  

              	
                Director 

              	 
      
	 
      


      

       

       106

       

      


      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      


       

       

      
        	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                REGIONS BANK,

              	 
      
	 
      	
                as
      a Lender 

              	 
      
	 
      	 
      	 
      
	 
      
	 
      	 
      	 
      
	 
      	
                By:  

              	
                /s/
      Angie Llaca  

              	 
      
	 
      	 
      	
                Name:  

              	
                Angie
      Llaca 

              	 
      
	 
      	 
      	
                Title:  

              	
                Senior
      Vice Presdient 

              	 
      
	 
      


      

       

       107

       

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      


       

      


       

      Schedule
1.1-A

       

      [FORM
OF]

      ACCOUNT DESIGNATION
LETTER

      


      TO:                      Wachovia
Bank, National Association, as Administrative Agent

      


      
        	
                RE:

              	
                Credit
      Agreement, dated as of September 12, 2008, by and among Dycom Industries,
      Inc., a Florida corporation (the “Borrower”), the
      Guarantors, the Lenders and Wachovia Bank, National Association, as
      Administrative Agent for the Lenders (as amended, modified, extended,
      restated, replaced, or supplemented from time to time, the “Credit
      Agreement”; capitalized terms used herein and not otherwise defined
      shall have the meanings set forth in the Credit
  Agreement)

              


      

      


      DATE:                    [Date]

      
        


      

      


       

      
        	 


      

       

      


      The Administrative Agent is hereby
authorized to disburse all Loan proceeds into the following account, unless the
Borrower shall designate, in writing to the Administrative Agent, one or more
other accounts:

      


      [______________________]

      ABA Routing Number [_______]

      Account #[__________]

      


      Notwithstanding the foregoing, on the
Closing Date, funds borrowed under the Credit Agreement shall be sent to the
institutions and/or persons designated on the attached payment
instructions.

      


      This
Account Designation Notice may, upon execution, be delivered by facsimile or
electronic mail, which shall be deemed for all purposes to be an original
signature.

      


      


      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      


      


          DYCOM INDUSTRIES, INC.,

      a Florida
corporation

      


      By:                                                      

      Name:                                                      

      Title:                                                      

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
1.1-B

      


      PERMITTED
LIENS

      


      


      Broadband
Express, LLC, Midtown Express, LLC and Cavo Broadband Communications, LLC lease
vehicles pursuant to leases that are classified as capital leases on the
consolidated financial statements of the Borrower.  These leases have
an aggregate liability of approximately $3,133,000 on the consolidated financial
statements of the Borrower.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
1.1-C

      


      EXISTING LETTERS OF
CREDIT


      
        


        


        


        


        
          	
                  Customer/Applicant

                	
                  LC
      #

                	
                  Beneficiary

                	
                  Exposure

                	
                  Issue
      Date

                	
                  Expiration
      Date

                
	
                  Dycom
      Industries Inc

                	
                  SM202517

                	
                  Liberty
      Mutual Insurance Co

                	
                  2,000,000.00

                	
                  3/20/2003

                	
                  7/31/2009

                
	
                  Dycom
      Industries Inc

                	
                  SM204883

                	
                  Liberty
      Mutual Insurance Co

                	
                  2,200,000.00

                	
                  9/11/2003

                	
                  7/31/2009

                
	
                  Dycom
      Industries Inc

                	
                  SM206946

                	
                  Atlantic
      Mutual

                	
                  1,400,000.00

                	
                  2/11/2004

                	
                  2/11/2009

                
	
                  Dycom
      Industries Inc

                	
                  SM208143

                	
                  Liberty
      Mutual Insurance Co

                	
                  800,000.00

                	
                  5/12/2004

                	
                  7/31/2009

                
	
                  Dycom
      Industries Inc

                	
                  SM208983

                	
                  State
      of Washington

                	
                  1,234,000.00

                	
                  7/2/2004

                	
                  7/1/2009

                
	
                  Dycom
      Industries Inc

                	
                  SM210044

                	
                  Liberty
      Mutual Insurance Co

                	
                  6,852,000.00

                	
                  9/16/2004

                	
                  6/3/2009

                
	
                  Utiliquest
      LLC

                	
                  SM213137

                	
                  National
      Union Fire Insurance

                	
                  2,800,000.00

                	
                  4/11/2005

                	
                  4/7/2009

                
	
                  Dycom
      Industries Inc

                	
                  SM215939

                	
                  Liberty
      Mutual Insurance Co

                	
                  5,960,000.00

                	
                  9/23/2005

                	
                  10/1/2008

                
	
                  Dycom
      Industries Inc

                	
                  SM217354

                	
                  Lumbermans
      Mutual Casualtu

                	
                  1,005,000.00

                	
                  12/16/2005

                	
                  1/1/2009

                
	
                  Dycom
      Industries Inc

                	
                  SM420144

                	
                  Zurich
      American

                	
                  400,000.00

                	
                  2/27/2002

                	
                  10/31/2008

                
	
                  Dycom
      Industries Inc

                	
                  SM420774

                	
                  Liberty
      Mutual Insurance Co

                	
                  3,000,000.00

                	
                  4/29/2002

                	
                  7/31/2009

                
	
                  Dycom
      Industries Inc

                	
                  SM420775

                	
                  Liberty
      Mutual Insurance Co

                	
                  5,000,000.00

                	
                  4/29/2002

                	
                  7/31/2009

                
	
                  Dycom
      Industries Inc

                	
                  SM420776

                	
                  Royal
      Indemnity

                	
                  745,000.00

                	
                  4/29/2002

                	
                  7/31/2009

                
	
                  Dycom
      Industries Inc

                	
                  SM420777

                	
                  Travelers
      Indemnity

                	
                  950,000.00

                	
                  4/29/2002

                	
                  11/30/2008

                
	
                  Dycom
      Industries Inc

                	
                  SM422670

                	
                  Liberty
      Mutual Insurance Co

                	
                  4,500,000.00

                	
                  9/9/2002

                	
                  7/31/2009

                
	
                  Dycom
      Industries Inc

                	
                  SM223459

                	
                  Liberty
      Mutual Insurance Co

                	
                  3,523,000.00

                	
                  12/15/2006

                	
                  12/15/2008

                
	
                  Dycom
      Industries Inc

                	
                  SM229997

                	
                  Liberty
      Mutual Insurance Co

                	
                  4,490,000.00

                	
                  2/11/2008

                	
                  2/6/2009

                
	
                  Dycom
      Industries Inc

                	
                  SM232237

                	
                  Liberty
      Mutual Insurance Co

                	
                  6,681,000.00

                	
                  7/31/2008

                	
                  7/31/2009

                
	 
      	 
      	
                  Total

                	
                  53,540,000.00

                	 
      	 
      


        

        



        
          
             


          

          
             


            
              

            

          

          
             


          

        




      Schedule
1.1-D

      


      EXISTING
INVESTMENTS

      


      


      The
Investment as of the Closing Date in the following subsidiaries:

      


      Unrestricted
Subsidiaries:

      


      CertusView
Technologies, LLC

      CertusView
Solutions, LLC

      


      Foreign
Subsidiaries:

      


      RJE
Canada, ULC

      S.T.S.
Canada, Ltd.

      


      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      


       

      


       

      


      Schedule
2.1(a)

      


      SCHEDULE OF LENDERS
AND

      COMMITMENTS

      

        


        


        
          	
                  Lender

                	 	
                  Revolving
      Committed Amount

                	 	 	
                  Commitment
      Percentage

                	 	 	
                  LOC
      Committed Amount

                	 
	
                  Wachovia
      Bank, National Association

                	 	$	40,000,000.00	 	 	 	20.512820513	%	 	$	20,512,820.51	 
	
                  Bank
      of America, N.A.

                	 	$	40,000,000.00	 	 	 	20.512820513	%	 	$	20,512,820.51	 
	
                  Branch
      Banking and Trust Company

                	 	$	30,000,000.00	 	 	 	15.384615385	%	 	$	15,384,615.38	 
	
                  RBS
      Citizens, N.A.

                	 	$	30,000,000.00	 	 	 	15.384615385	%	 	$	15,384,615.38	 
	
                  Compass
      Bank

                	 	$	20,000,000.00	 	 	 	10.256410256	%	 	$	10,256,410.26	 
	
                  SunTrust
      Bank

                	 	$	20,000,000.00	 	 	 	10.256410256	%	 	$	10,256,410.26	 
	
                  Regions
      Bank

                	 	$	15,000,000.00	 	 	 	7.692307692	%	 	$	7,692,307.69	 
	 
      	 	$	195,000,000.00	 	 	 	100.000000000	%	 	$	100,000,000.00	 


        

        




      


       

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      



      Schedule
2.1(b)(i)

      


      [FORM
OF]

      NOTICE OF
BORROWING

      


      


      TO:                      Wachovia
Bank, National Association, as Administrative Agent

      


      
        	
                RE:

              	
                Credit
      Agreement, dated as of September 12, 2008, by and among Dycom Industries,
      Inc., a Florida corporation (the “Borrower”), the
      Guarantors, the Lenders and Wachovia Bank, National Association, as
      Administrative Agent for the Lenders (as amended, modified, extended,
      restated, replaced, or supplemented from time to time, the “Credit
      Agreement”; capitalized terms used herein and not otherwise defined
      shall have the meanings set forth in the Credit
  Agreement)

              


      

      


      DATE:                    [Date]

      
        


         

        
          	 


        

         

      

      


      Pursuant to subsection
[2.1(b)(i)][2.3(b)(i)] of the Credit Agreement, the Borrower hereby requests
that the following:

      


      
        	
                I.  

              	
                Revolving
      Loans be made on [date] as follows (the “Proposed
      Borrowing”):

              


      

      


      
        	 	(1	)	
                Total
      Amount of Loans

              	 	$	 	 
	 	 	 	 
      	 	 	 	 
	 	(2	)	
                Amount
      of (1) to be allocated to LIBOR Rate Loans

              	 	$	 	 
	 	 	 	 
      	 	 	 	 
	 	(3	)	
                Amount
      of (1) to be allocated to Alternate Base Rate Loans

              	 	$	 	 
	 	 	 	 
      	 	 	 	 
	 	(4	)	
                Interest
      Periods and amounts to be allocated thereto in respect of LIBOR Rate Loans
      (amounts must total (2)):

              	 	$	 	 
	 	 	 	 
      	 
      	 	 	 	 
	 	 	 	
                (i)

              	
                one
      month

              	 	$	 	 
	 	 	 	 
      	 
      	 	 	 	 
	 	 	 	
                (ii)

              	
                two
      months

              	 	$	 	 
	 	 	 	 
      	 
      	 	 	 	 
	 	 	 	
                (iii)

              	
                three
      months

              	 	$	 	 
	 	 	 	 
      	 
      	 	 	 	 
	 	 	 	
                (iv)

              	
                six
      months

              	 	$	 	 
	 	 	 	 
      	 
      	 	 	 	 
	 	 	 	
                Total
      LIBOR Rate Loans

              	 	$	 	 


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                NOTE:

              	
                BORROWINGS
      MUST BE IN MINIMUM AMOUNTS OF (A) $5,000,000 WITH RESPECT TO LIBOR RATE
      LOANS AND $1,000,000 INCREMENTS IN EXCESS THEREOF AND (B) $1,000,000 WITH
      RESPECT TO ALTERNATE BASE RATE LOANS AND $1,000,000 INCREMENTS IN EXCESS
      THEREOF.

              


      

      


      II.           Swingline
Loans be made on [date] as follows (the “Proposed
Borrowing”):

      


      Swingline Loans requested:

      


      (1)           Total
Amount of Swingline
Loans                                                                                     $                      

      


      


      
        	
                 
      

              	
                NOTE:

              	
                SWINGLINE
      LOAN BORROWINGS MUST BE IN MINIMUM AMOUNTS OF $100,000 AND IN INTEGRAL
      AMOUNTS OF $100,000 IN EXCESS
THEREOF.

              


      

      


      Terms defined in the Credit Agreement
shall have the same meanings used therein when used herein.

      


      The undersigned hereby certifies that
the following statements are true on the date hereof and will be true on the
date of the Proposed Borrowing:

      


      
        	
                (A)

              	
                the
      representations and warranties made by any Credit Party in the Credit
      Agreement or in any other Credit Document or which are contained in any
      certificate furnished at any time under or in connection herewith or
      therewith are (i) with respect to representations and warranties that
      contain a materiality qualification, true and correct (after giving effect
      to such materiality qualification set forth therein) and (ii) with
      respect to representations and warranties that do not contain a
      materiality qualification, true and correct in all material respects, in
      each case on and as of the date of the Proposed Borrowing as if made on
      and as of the date of the Proposed Borrowing except for any representation
      or warranty made as of an earlier date, which representation and warranty
      shall remain true and correct (or true and correct in all material
      respects, as applicable) as of such earlier date.

              
	 
      	 
      
	
                (B)

              	
                no
      Default or Event of Default has occurred and is continuing on the date of
      or after giving effect to such Proposed Borrowing; and

              
	 
      	 
      
	
                (C)

              	
                immediately
      after giving effect to the Proposed Borrowing (and the application of the
      proceeds thereof), (i) the Total Outstandings at such time shall not
      exceed the Aggregate Revolving Committed Amount, (ii) the outstanding LOC
      Obligations shall not exceed the LOC Committed Amount and (iii) the
      outstanding Swingline Loans shall not exceed the Swingline Committed
      Amount.

              


      

      


      This
Notice of Borrowing may, upon execution, be delivered by facsimile or electronic
mail, which shall be deemed for all purposes to be an original
signature.

      


      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


      
        
           


        

        
           


          
            

          

        

        
           


        

      



      


       

      


      DYCOM
INDUSTRIES, INC.,

      a Florida
corporation

                             

                          By:      
                                               

      
               
Name:                                                      

               
Title:                                                      
                                              

      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
2.1(e)

      


      [FORM
OF]

      REVOLVING
NOTE

      


      


      
        	
                 
      

              	
                [Date]

              


      

      


      FOR VALUE RECEIVED, the undersigned,
DYCOM INDUSTRIES, INC., a Florida corporation (the “Borrower”) hereby
unconditionally promises to pay, on the Maturity Date (as defined in the Credit
Agreement referred to below), to the order of ___________ (the “Lender”) at the
office of Wachovia Bank, National Association, in lawful money of the United
States of America and in immediately available funds, the aggregate unpaid
principal amount of all Revolving Loans made by the Lender to the undersigned
pursuant to Section 2.1 of the Credit Agreement referred to
below.  The undersigned further agrees to pay interest in like money
at such office on the unpaid principal amount hereof and, to the extent
permitted by law, accrued interest in respect hereof from time to time from the
date hereof until payment in full of the principal amount hereof and accrued
interest hereon, at the rates and on the dates set forth in the Credit
Agreement.

      


      This Note is one of the Revolving Notes
referred to in the Credit Agreement, dated as of September 12, 2008, among the
Borrower, the Guarantors identified therein, the Lender, the other banks and
financial institutions from time to time party thereto and Wachovia Bank,
National Association, as Administrative Agent (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”),
and the holder is entitled to the benefits thereof.  Terms used but
not otherwise defined herein shall have the meanings provided in the Credit
Agreement.

      


      Upon the occurrence of any one or more
of the Events of Default specified in the Credit Agreement, all amounts then
remaining unpaid on this Revolving Note shall become, or may be declared to be,
immediately due and payable, all as provided therein.  In the event
this Revolving Note is not paid when due at any stated or accelerated maturity,
the Borrower agrees to pay, in addition to principal and interest, all costs of
collection, including reasonable attorneys’ fees.

      


      All parties now and hereafter liable
with respect to this Revolving Note, whether maker, principal, surety, endorser
or otherwise, hereby waive presentment, demand, protest and all other notices of
any kind.

      


      This Note shall be governed by, and
construed and interpreted in accordance with, the law of the State of New
York.

      


      This
Revolving Note may, upon execution, be delivered by facsimile or electronic
mail, which shall be deemed for all purposes to be an original
signature.

      


      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      


                          DYCOM INDUSTRIES,
INC.,

        
                    a
Florida corporation

      
                               

               By:                                                  

               Name:                                                      

                                     
Title:                                                                                               

      

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
2.3(d)

      


      [FORM
OF]

      SWINGLINE
NOTE

      


      


      
        	
                 
      

              	
                [Date]

              


      

      


      FOR VALUE RECEIVED, the undersigned,
DYCOM INDUSTRIES, INC., a Florida corporation (the “Borrower”) hereby
unconditionally promises to pay, on the Maturity Date (as defined in the Credit
Agreement referred to below), to the order of ___________ (the “Swingline Lender”) at
the office of Wachovia Bank, National Association, in lawful money of the United
States of America and in immediately available funds, the aggregate unpaid
principal amount of all Swingline Loans made by the Lender to the undersigned
pursuant to Section 2.3 of the Credit Agreement referred to
below.  The undersigned further agrees to pay interest in like money
at such office on the unpaid principal amount hereof and, to the extent
permitted by law, accrued interest in respect hereof from time to time from the
date hereof until payment in full of the principal amount hereof and accrued
interest hereon, at the rates and on the dates set forth in the Credit
Agreement.

      


      This Note is the Swingline Note
referred to in the Credit Agreement, dated as of September 12, 2008, among the
Borrower, the Guarantors identified therein, the Lender, the other banks and
financial institutions from time to time party thereto and Wachovia Bank,
National Association, as Administrative Agent (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”),
and the holder is entitled to the benefits thereof.  Terms used but
not otherwise defined herein shall have the meanings provided in the Credit
Agreement.

      


      Upon the occurrence of any one or more
of the Events of Default specified in the Credit Agreement, all amounts then
remaining unpaid on this Swingline Note shall become, or may be declared to be,
immediately due and payable, all as provided therein.  In the event
this Swingline Note is not paid when due at any stated or accelerated maturity,
the Borrower agrees to pay, in addition to principal and interest, all costs of
collection, including reasonable attorneys’ fees.

      


      All parties now and hereafter liable
with respect to this Swingline Note, whether maker, principal, surety, endorser
or otherwise, hereby waive presentment, demand, protest and all other notices of
any kind.

      


      This Note shall be governed by, and
construed and interpreted in accordance with, the law of the State of New
York.

      


      This
Revolving Note may, upon execution, be delivered by facsimile or electronic
mail, which shall be deemed for all purposes to be an original
signature.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK] 

         

         

        DYCOM
INDUSTRIES, INC.,

        a Florida
corporation

         

        By:      
                                               

        
                 
Name:                                                      

                 
Title:                                                  


        

      

       

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


        Schedule
3.2

        


        [FORM
OF]

        NOTICE OF
EXTENSION/CONVERSION

        


        TO:                      Wachovia
Bank, National Association, as Administrative Agent

        


        
          	
                  RE:

                	
                  Credit
      Agreement, dated as of September 12, 2008, by and among Dycom Industries,
      Inc., a Florida corporation (the “Borrower”), the
      Guarantors, the Lenders and Wachovia Bank, National Association, as
      Administrative Agent for the Lenders (as amended, modified, extended,
      restated, replaced, or supplemented from time to time, the “Credit
      Agreement”; capitalized terms used herein and not otherwise defined
      shall have the meanings set forth in the Credit
  Agreement)

                


        

        


        DATE:                   [Date]

        
          


           

          
            	 


          

           

        

        


        Pursuant to Section 3.2 of the Credit
Agreement, the Borrower hereby requests conversion or extension of the following
Loans be made on [date] as follows (the “Proposed
Conversion/Extension”):

        


        
          	 	(1	)	
                  Total
      Amount of Loans to be converted/extended

                	 	$	 	 
	 	 	 	 
      	 	 	 	 
	 	(2	)	
                  Amount
      of (1) to be allocated to LIBOR Rate Loans

                	 	$	 	 
	 	 	 	 
      	 	 	 	 
	 	(3	)	
                  Amount
      of (1) to be allocated to Alternate Base Rate Loans

                	 	$	 	 
	 	 	 	 
      	 	 	 	 
	 	(4	)	
                  Interest
      Periods and amounts to be allocated thereto in respect of LIBOR Rate Loans
      (amounts must total (2)):

                	 	$	 	 
	 	 	 	 
      	 
      	 	 	 	 
	 	 	 	
                  (i)

                	
                  one
      month

                	 	$	 	 
	 	 	 	 
      	 
      	 	 	 	 
	 	 	 	
                  (ii)

                	
                  two
      months

                	 	$	 	 
	 	 	 	 
      	 
      	 	 	 	 
	 	 	 	
                  (iii)

                	
                  three
      months

                	 	$	 	 
	 	 	 	 
      	 
      	 	 	 	 
	 	 	 	
                  (iv)

                	
                  six
      months

                	 	$	 	 
	 	 	 	 
      	 
      	 	 	 	 
	 	 	 	
                  Total
      LIBOR Rate Loans

                	 	$	 	 


        

        



        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


         

        NOTE:                      BORROWINGS
MUST BE IN MINIMUM AMOUNTS OF (A) $5,000,000 WITH RESPECT TO LIBOR RATE LOANS
AND $1,000,000 INCREMENTS IN EXCESS THEREOF AND (B) $1,000,000 WITH RESPECT TO
ALTERNATE BASE RATE LOANS AND $1,000,000 INCREMENTS IN EXCESS
THEREOF.

        


        Terms defined in the Credit Agreement
shall have the same meanings used therein when used herein.

        


        The undersigned hereby certifies that
the following statements are true on the date hereof and will be true on
the-date of the Proposed Conversion/Extension:

        


        (A)           the
representations and warranties made by any Credit Party in the Credit Agreement
or in any other Credit Document or which are contained in any certificate
furnished at any time under or in connection herewith or therewith are
(i) with respect to representations and warranties that contain a
materiality qualification, true and correct (after giving effect to such
materiality qualification set forth therein) and (ii) with respect to
representations and warranties that do not contain a materiality qualification,
true and correct in all material respects, in each case on and as of the date of
the Proposed Conversion/Extension as if made on and as of the date of the
Proposed Conversion/Extension except for any representation or warranty made as
of an earlier date, which representation and warranty shall remain true and
correct (or true and correct in all material respects, as applicable) as of such
earlier date.

        


        (B)           no
Default or Event of Default has occurred and is continuing on the date of or
after giving effect to such Proposed Conversion/Extension; and

        


        (C)           immediately
after giving effect to the making of the Proposed Conversion/Extension (and the
application of the proceeds thereof), (i) the Total Outstandings at such time
shall not exceed the Aggregate Revolving Committed Amount, (ii) the outstanding
LOC Obligations shall not exceed the LOC Committed Amount and (iii) the
outstanding Swingline Loans shall not exceed the Swingline Committed
Amount.

        


        This
Notice of Extension/Conversion may, upon execution, be delivered by facsimile or
electronic mail, which shall be deemed for all purposes to be an original
signature.

        


        


        [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

        



        
          
             


          

          
             


            
              

            

          

          
             


          

        






      


      
        DYCOM
INDUSTRIES, INC.,

        a Florida
corporation

                               

                            By:      
                                               

        
                 
Name:                                                      

                 
Title:                                                                             

        

      

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
3.13

      


      NON-BANK
CERTIFICATE

      


      


      Reference is hereby made to the Credit
Agreement dated as of September 12, 2008 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”)
among DYCOM INDUSTRIES, INC., a Florida corporation (the “Borrower”), the
Guarantors identified therein, the lenders party thereto (individually, a “Lender” and
collectively, the “Lenders”) and
Wachovia Bank, National Association, as Administrative Agent for the Lenders
hereunder (in such capacity, the “Administrative
Agent”).  Pursuant to the provisions of Section 3.13 of the
Credit Agreement, the undersigned hereby certifies that it is not a “bank” as
such term is used in Section 881(c)(3)(A) of the Internal Revenue Code of 1986,
as amended.

      


      


      _________________________________,

      as a Lender

      


      


      By:                                                       

      Name:                                                      

      Title:                                                      

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
4.1(e)

      


      [FORM
OF]

      SECRETARY’S
CERTIFICATE

      


      


      Pursuant to Section 4.1(e) of the
Credit Agreement (the “Credit Agreement”),
dated as of September 12, 2008, among DYCOM INDUSTRIES, INC., a Florida
corporation (the “Borrower”), the
Guarantors identified therein (the “Guarantors”), the
banks and other financial institutions from time to time party thereto (the
“Lenders”) and
Wachovia Bank, National Association, as Administrative Agent for the Lenders,
the undersigned ____________ of [CREDIT PARTY] (the “Company”) hereby
certifies as follows:

      


      1.           Attached
hereto as Annex I is a true and complete copy of resolutions duly adopted by the
board of directors of the Company which (i) approve and adopt the Credit
Documents to which the Company is a party and the transactions contemplated
therein and (ii) authorize the execution and delivery of such Credit
Documents.  Such resolutions have not in any way been rescinded or
modified and have been in full force and effect since their adoption to and
including the date hereof; and such resolutions are the only proceedings now in
force relating to or affecting the matters referred to therein.

      


      2.           Attached
hereto as Annex II is a true and complete copy of the [articles of
incorporation][certificate of formation][certificate of limited partnership] of
the Company and all amendments thereto as in effect on the date
hereof.

      


      3.           Attached
hereto as Annex III is a true and complete copy of the [bylaws][operating
agreement][partnership agreement] of the Company and all amendments thereto as
in effect on the date hereof.

      


      4.           The
following persons are now the duly elected and qualified officers of the
Company, holding the offices indicated next to the names below, and the
signatures appearing opposite the names below are their true and genuine
signatures, and each of such officers is duly authorized to execute and deliver
on behalf of the Company the Credit Documents to which the Company is a party
and to act as a Responsible Officer on behalf of the Company under the Credit
Agreement:

      


      
        	
                Name

              	 	
                Office

              	 	
                Signature

              
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      IN WITNESS WHEREOF, the undersigned has
hereunto set his/her name as of the date first above written.

      


      
        ___________________________

                            Name: ______________________                                                     

        Title:  
______________________                                                     

        


      

      


      


      


      


      I,
________________, _______________ of the Company, hereby certify, as of the date
first above written, that _______________ was validly appointed to the office of
and is the _________________ of the Company and that the signature set forth
above is his/her authentic signature.

      


      


      


                         
 ___________________________


      Name: ______________________                                                     

      Title:  
______________________                                                     

      


      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
4.1(n)

      


      [FORM
OF]

      SOLVENCY
CERTIFICATE

      


      TO:                      Wachovia
Bank, National Association, as Administrative Agent

      


      
        	
                RE:

              	
                Credit
      Agreement, dated as of September 12, 2008, by and among Dycom Industries,
      Inc., a Florida corporation (the “Borrower”), the
      Guarantors, the Lenders and Wachovia Bank, National Association, as
      Administrative Agent for the Lenders (as amended, modified, extended,
      restated, replaced, or supplemented from time to time, the “Credit
      Agreement”; capitalized terms used herein and not otherwise defined
      shall have the meanings set forth in the Credit
  Agreement)

              


      

      


      DATE:                   [Date]

      
        


      

      


       

      
        	 


      

       

      The undersigned chief financial officer
of DYCOM INDUSTRIES, INC., a Florida corporation (the “Borrower”), is
familiar with the properties, businesses, assets and liabilities of the Credit
Parties and is duly authorized to execute this certificate on behalf of the
Borrower and the other Credit Parties and not in his/her individual
capacity.

      


      The undersigned certifies that he has
made such investigation and inquiries as to the financial condition of the
Credit Parties as the undersigned deems necessary and prudent for the purpose of
providing this certificate (this “Certificate”).  The
undersigned acknowledges that the Administrative Agent and the Lenders are
relying on the truth and accuracy of this Certificate in connection with the
making of Loans and other Extensions of Credit under the Credit
Agreement.

      


      BASED ON THE FOREGOING, the undersigned
certifies that, both before and after giving effect to the Loans and other
Extensions of Credit (if any) made on the Closing Date:

      


      (A)           The
fair saleable value of the Credit Parties’ assets, taken as a whole, measured on
a going concern basis, exceeds all probable liabilities, including those to be
incurred pursuant to the Credit Agreement.

      


      (B)           The
Credit Parties, taken as a whole, (a) do not have unreasonably small capital in
relation to the business in which they are or propose to be engaged or (b) have
not incurred, or believe that they will incur after giving effect to the
transactions contemplated by the Credit Agreement, debts beyond their ability to
pay such debts as they become due.

      


      This
Certificate may, upon execution, be delivered by facsimile or electronic mail,
which shall be deemed for all purposes to be an original signature.

      


      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


          DYCOM INDUSTRIES,
INC.,

              a
Florida corporation

      


      
        By:                                                       

        Name:                                                      

        Title:                                                      
                                                 

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
5.11

      


      SUBSIDIARIES

      


      
        	
                Material
      Domestic Subsidiaries

              
	
                Entity
      Name

              	
                Jurisdiction

              	
                Equity
      Interest Holder

              	
                Percent

                Ownership
      (%)

              
	
                Ansco
      & Associates, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                Broadband
      Express, LLC

              	
                Delaware

              	
                Broadband
      Installation Services, LLC

              	
                100

              
	
                Broadband
      Installation Services, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                Can-Am
      Communications, Inc.

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                Dycom
      Capital Management, Inc.

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                Dycom
      Identity, LLC

              	
                Delaware

              	
                Dycom
      Corporate Identity, Inc. 

                Locating,
      Inc.

              	
                97.461

                2.539

              
	
                Dycom
      Investments, Inc.

              	
                Delaware

              	
                Dycom
      Industries, Inc.

              	
                100

              
	
                Ervin
      Cable Construction, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                Ivy
      H. Smith Company, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                Lambert's
      Cable Splicing Company, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                Prince
      Telecom, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                S.T.S.,
      LLC

              	
                Tennessee

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                Star
      Construction, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                TCS
      Communications, LLC

              	
                Delaware

              	
                Can-Am
      Communications, Inc.

              	
                100

              
	
                UtiliQuest,
      LLC

              	
                Georgia

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                Immaterial
      Domestic Subsidiaries - Guarantors

              
	
                Apex
      Digital, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                C-2
      Utility Contractors, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                CableCom,
      LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                Cavo
      Broadband Communications, LLC

              	
                Delaware

              	
                Prince
      Telecom, LLC

              	
                100

              
	
                Communications
      Construction Group, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                Dycom
      Corporate Identity, Inc.

              	
                Delaware

              	
                Dycom
      Capital Management, Inc.

              	
                100

              
	
                Globe
      Communications, LLC

              	
                North
      Carolina

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                Installation
      Technicians, LLC

              	
                Florida

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                Locating,
      Inc.

              	
                Washington

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                Midtown
      Express, LLC

              	
                Delaware

              	
                Broadband
      Installation Services, LLC

              	
                100

              
	
                Nichols
      Construction, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                Niels
      Fugal Sons Company, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                Point
      to Point Communications, Inc.

              	
                Louisiana

              	
                Dycom
      Identity, Inc.

              	
                100

              
	
                Precision
      Valley Communications of Vermont, LLC

              	
                Delaware

              	
                Can-Am
      Communications, Inc.

              	
                100

              
	
                RJE
      Telecom, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                Stevens
      Communications, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                Tesinc,
      LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                Underground
      Specialties, LLC

              	
                Delaware

              	
                Can-Am
      Communications, Inc.

              	
                100

              
	
                US
      Communications Contractors, LLC

              	
                Delaware

              	
                Can-Am
      Communications, Inc.

              	
                100

              
	
                White
      Mountain Cable Construction, LLC

              	
                Delaware

              	
                Can-Am
      Communications, Inc.

              	
                100

              
	
                Immaterial
      Domestic Subsidiary - Non-Guarantors

              
	
                Alabama
      Broadband, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                Arguss
      Service Corp.

              	
                Delaware

              	
                Can-Am
      Communications, Inc.

              	
                100

              
	
                Atlantic
      Communications Services, LLC

              	
                Delaware

              	
                RJE
      Telecom, LLC

              	
                100

              
	
                C-2
      Utility Contractors of California, Inc.

              	
                Delaware

              	
                C-2
      Utility Contractors, LLC

              	
                100

              
	
                Cable
      Connectors, LLC

              	
                Delaware

              	
                Lambert's
      Cable Splicing Company, LLC

              	
                100

              
	
                CableCom
      of California, Inc.

              	
                Delaware

              	
                CableCom,
      LLC

              	
                100

              
	
                Communications
      Construction Group of California, Inc.

              	
                Delaware

              	
                Communications
      Construction Group, LLC

              	
                100

              
	
                Conceptronic,
      Inc.

              	
                Delaware

              	
                Can-Am
      Communications, Inc.

              	
                100

              
	
                Crystal
      Clear Satellite Sales & Services, LLC

              	
                Delaware

              	
                Apex
      Digital, LLC

              	
                100

              
	
                DiversiCOM
      Site Development of California, Inc.

              	
                Delaware

              	
                DiversiCOM
      Site Development, LLC

              	
                100

              
	
                DiversiCOM
      Site Development, LLC

              	
                Delaware

              	
                Can-Am
      Communications, Inc.

              	
                100

              
	
                Dycom
      Aviation, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                Fiber
      Cable, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                K.
      H. Smith Communications, LLC

              	
                Delaware

              	
                Lambert's
      Cable Splicing Company, LLC

              	
                100

              
	
                Kohler
      Construction Co., LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                NCS,
      LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                Niels
      Fugal Sons Company of California, Inc.

              	
                Delaware

              	
                Niels
      Fugal Sons Company, LLC

              	
                100

              
	
                OSP
      Services, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                RJE
      Canada, Inc.

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                RJE
      Telecom of California, Inc.

              	
                Delaware

              	
                RJE
      Telecom, LLC

              	
                100

              
	
                S.T.S.
      Canada, Inc.

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                Satellite
      Sales & Service Group, LLC

              	
                Delaware

              	
                Apex
      Digital, LLC

              	
                100

              
	
                Schenck
      Communications I, LLC

              	
                Alaska

              	
                Can-Am
      Communications, Inc.

              	
                100

              
	
                Selzee
      Solutions, Inc.

              	
                Florida

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                Tesinc
      of California, Inc.

              	
                Delaware

              	
                Tesinc,
      LLC

              	
                100

              
	
                Triple-D
      Communications, LLC

              	
                Delaware

              	
                Globe
      Communications, LLC

              	
                100

              
	
                U G
      T I

              	
                California

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                Underground
      Specialties of California, Inc.

              	
                Delaware

              	
                Underground
      Specialties, LLC

              	
                100

              
	
                US
      Communications Contractors of California, Inc.

              	
                Delaware

              	
                US
      Communications Contractors, LLC

              	
                100

              
	
                Foreign
      Subsidiaries

              
	
                RJE
      Canada, ULC

              	
                Alberta

                Canada

              	
                RJE
      Canada, Inc.

              	
                100

              
	
                S.T.S.
      Canada, Ltd.

              	
                Alberta

                Canada

              	
                S.T.S.
      Canada, Inc.

              	
                100

              
	
                Unrestricted
      Subsidiaries

              
	
                CertusView
      Solutions, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                CertusView
      Technologies, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
5.19

      


      INSURANCE

      
 

      
        	
                Coverage

              	
                Carrier

              	
                Policy
      Term

              	
                Deductible

              	
                Limits

              	
                Policy
      No.

              	 
	
                Workers
      Compensation

              	
                Liberty
      Mutual

              	
                7/31/09
      to 7/31/10

              	$	1,000,000	
                Statutory

              	
                WA7-63D-004260-039
      & WC7631004260049 & EW7-63N-004260-059

              	 
	
                General
      Liability

              	
                Liberty
      Mutual

              	
                7/31/09
      to 7/31/10

              	$	1,000,000	
                $5mil

              	
                TB2-631-004260-019

              	 
	
                Automobile
      Liability

              	
                Liberty
      Mutual

              	
                7/31/09
      to 7/31/10

              	$	1,000,000	
                $5mil

              	
                AS2-631-004260-029
      & AV2-631-004260-069

              	 
	
                Umbrella

              	
                Westchester
      Fire Insurance Co.

              	
                7/31/09
      to 7/31/10

              	$	10,000	
                $10mil
      x/s $5mil

              	 	G22049860004	 
	
                1st
      Excess

              	
                Great
      American Insurance Co.

              	
                7/31/09
      to 7/31/10

              	 	N/A	
                $10mil
      x/s $15mil

              	
                TUE358014903

              	 
	
                2nd
      Excess

              	
                Zurich/American
      Guarantee & Liability Insurance Co.

              	
                7/31/09
      to 7/31/10

              	 	N/A	
                $25mil
      x/s $25mil

              	
                AEC913878503

              	 
	
                3rd
      Excess

              	
                Endurance/American
      Specialty Insurance Co.

              	
                7/31/09
      to 7/31/10

              	 	N/A	
                $25mil
      x/s $50mil

              	
                ELD10000214303

              	 
	
                4th
      Excess

              	
                Great
      American Insurance Co.

              	
                7/31/09
      to 7/31/10

              	 	N/A	
                $25mil
      x/s $75mil

              	
                TUE358013704

              	 
	
                5th
      Excess

              	
                St.
      Paul Fire and Marine Insurance Co.

              	
                7/31/09
      to 7/31/10

              	 	N/A	
                $25mil
      x/s $100mil

              	 	Q106400825	 
	
                Property

              	
                Fireman's
      Fund

              	
                7/31/09
      to 7/31/10

              	
                $10K
      property/$25K contractors equipment

              	
                $35mil

              	
                MXI93008765

              	 
	
                Boiler
      and Machinery

              	
                Hartford
      Steam Boiler

              	
                7/31/09
      to 7/31/10

              	
                $10K
      property/Time element ded. 24 hrs.

              	
                $5mil

              	
                FBP2258121

              	 
	
                Contractors
      Pollution Liability

              	
                Liberty
      Mutual

              	
                7/31/09
      to 7/31/10

              	$	250,000	
                $5mil/$10mil

              	
                UBEB0100619019

              	 
	
                Contractors
      Pollution Liability/Site Specific

              	
                Liberty
      Mutual

              	
                7/31/09
      to 7/31/10

              	$	250,000	
                $5mil/$10mil

              	
                TVEB0100619029

              	 
	
                Crime

              	
                Travelers
      Casualty and Surety Company of America

              	
                10/14/09
      to 10/14/10

              	$	100,000	
                $5
      mil for employee theft and depositors forgery/$1mil for computer
      theft

              	 	105355265	 
	
                Architects
      and Engineers PL

              	
                Evanston
      Insurance Co.

              	
                10/14/09
      to 10/14/10

              	$	100,000	
                $5mil

              	
                AE-818214

              	 
	
                Aviation
      Policy for 2001 Learjet 31A and 1977 Beech King Air

              	
                Global
      Aerospace

              	
                10/14/09
      to 10/14/10

              	 	N/A	
                $200mil
      Liability/$4mil Hull for Leer and $200mil liability/$800K Hull for King
      Air

              	 	15000518	 
	
                D&O

              	
                Federal
      Insurance Co./Chubb

              	
                10/14/09
      to 10/14/10

              	
                $1M
      Securities Claims/$250K Other

              	
                $15mil

              	 	8164-3829	 
	
                D&O
      1st Excess

              	
                Ace
      American Insurance Co.

              	
                10/14/09
      to 10/14/10

              	 	N/A	
                $10mil
      x/s $15mil

              	
                DOXG21645382008

              	 
	
                D&O
      2nd Excess

              	
                Zurich
      American Insurance Co.

              	
                10/14/09
      to 10/14/10

              	 	N/A	
                $10mil
      x/s $25mil

              	
                DOC-5940451-01

              	 
	
                D&O
      3rd Excess

              	
                Arch
      Insurance Co.

              	
                10/14/09
      to 10/14/10

              	 	N/A	
                $10mil
      x/s $35mil

              	
                DOX0018391-03

              	 
	
                D&O
      4th Excess

              	
                XL
      Specialty Insurance Co.

              	
                10/14/09
      to 10/14/10

              	 	N/A	
                $5mil
      x/s $45mil

              	
                ELU114093-09

              	 
	
                D&O
      Side A only

              	
                Allied
      World National Assurance Company

              	
                10/14/09
      to 10/14/10

              	 	N/A	
                $5mil
      x/s $50mil

              	 	0305-0199	 
	
                Fiduciary

              	
                Federal
      Insurance Co./Chubb

              	
                10/14/09
      to 10/14/10

              	$	25,000	
                $10mil

              	 	8187-3379	 
	
                EPLI

              	
                National
      Union Fire Insurance Co. of Pittsburg/Chartis

              	
                10/14/09
      to 10/14/10

              	$	500,000	
                $10mil

              	 	01-302-16-47	 
	
                Storage
      Tank Liability for TCS

              	
                Zurich
      American Insurance Co.

              	
                11/1/08
      to 11/1/09

              	$	10,000	
                $1mil/$2mil

              	
                USC942426100

              	 
	
                Information
      Security and Privacy Insurance

              	
                Beazley
      Insurance Co.

              	
                3/12/09
      to 3/12/10

              	$	250,000	
                $5M

              	
                W15KV309PNPT

              	 


      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      



      


      Schedule
6.2(b)

      


      FORM
OF

      OFFICER’S COMPLIANCE
CERTIFICATE

      


      TO:                      Wachovia
Bank, National Association, as Administrative Agent

      


      
        	
                RE:

              	
                Credit
      Agreement, dated as of September 12, 2008, by and among Dycom Industries,
      Inc., a Florida corporation (the “Borrower”), the
      Guarantors, the Lenders and Wachovia Bank, National Association, as
      Administrative Agent for the Lenders (as amended, modified, extended,
      restated, replaced, or supplemented from time to time, the “Credit
      Agreement”; capitalized terms used herein and not otherwise defined
      shall have the meanings set forth in the Credit
  Agreement)

              


      

      


      DATE:                   [Date]

      
        


      

      


       

      
        	 


      

       

      Pursuant to Section 6.2(b) of the
Credit Agreement, I, __________________, hereby certify in my official capacity
as __________________ of the Borrower, that to the best of my knowledge and
belief as of the fiscal year/quarter ending ______________, ______, the
statements below are accurate and complete in all respects (all capitalized
terms used herein shall have the meanings set forth in the Credit
Agreement):

      


      
        	
                (A)

              	
                The
      financial statements for the fiscal period cited above, which accompany
      this Officer’s Compliance Certificate, fairly present in all material
      respects the financial condition of the Borrower and its Subsidiaries for
      such period in conformity with GAAP applied on a consistent
      basis.

              


      

      


      
        	
                (B)

              	
                During
      the fiscal period cited above each of the Credit Parties observed or
      performed its covenants and other agreements under the Credit Agreement
      and other Credit Documents, and satisfied the conditions contained in the
      Credit Agreement to be observed, performed or satisfied by it (except to
      the extent waived in accordance with the provisions of the Credit
      Agreement).

              


      

      


      
        	
                (C)

              	
                I
      have obtained no knowledge of any Default or Event of Default under the
      Credit Agreement.

              


      

      


      
        	
                (D)

              	
                Attached
      hereto as Schedule 1 are
      calculations (calculated as of the date of the financial
      statements/reports referred to in paragraph (a) above) which demonstrate
      compliance by the Credit Parties with each of the financial covenants
      contained in Section 6.7 of the Credit
  Agreement.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


                           

                              DYCOM INDUSTRIES, INC.,

                 
a Florida corporation

        


        
           By:      
                                                


           Name:                                                      

           Title:                                                      

 

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
1

      


      


      [TO BE
COMPLETED BY BORROWER.]


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
6.9

      


      [FORM
OF]

      JOINDER
AGREEMENT

      


      THIS JOINDER AGREEMENT (this “Agreement”), dated as
of _____________, ____, is by and between _____________________, a
______________________ (the “Subsidiary
Guarantor”), and WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as
Administrative Agent under that certain Credit Agreement dated as of September
12, 2008 (as it may be amended, modified, extended or restated from time to
time, the “Credit
Agreement”) by and among DYCOM INDUSTRIES, INC., a Florida corporation
(the “Borrower”), the
Guarantors identified therein (the “Guarantors”), the
Lenders party thereto and Wachovia Bank, National Association, as Administrative
Agent (the “Administrative
Agent”).  Capitalized terms used herein but not otherwise
defined shall have the meanings provided in the Credit Agreement.

      


      The Subsidiary Guarantor is a Material
Domestic Subsidiary that is a Restricted Subsidiary or is required by Section
6.9 of the Credit Agreement to become a “Guarantor”
thereunder.

      


      Accordingly, the Subsidiary Guarantor
hereby agrees as follows with the Administrative Agent, for the benefit of the
Lenders:

      


      1.           The
Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its
execution of this Agreement, the Subsidiary Guarantor will be deemed to be a
party to the Credit Agreement and a “Guarantor” for all purposes of the Credit
Agreement and the other Credit Documents, and shall have all of the obligations
of a Guarantor thereunder as if it had executed the Credit Agreement and the
other Credit Documents.  The Subsidiary Guarantor hereby ratifies, as
of the date hereof, and agrees to be bound by, all of the terms, provisions and
conditions contained in the Credit Documents, including without limitation (a)
all of the representations and warranties of the Credit Parties set forth in
Section 5 of the Credit Agreement and (b) all of the affirmative and negative
covenants set forth in Sections 6 and 7 of the Credit
Agreement.  Without limiting the generality of the foregoing terms of
this paragraph 1, the Subsidiary Guarantor hereby jointly and severally together
with the other Guarantors, guarantees to each Lender and the Administrative
Agent as provided in the Credit Agreement the prompt payment and performance of
the Credit Party Obligations in full when due (whether at stated maturity, as a
mandatory prepayment, by acceleration, as a mandatory cash collateralization or
otherwise) strictly in accordance with the terms thereof and agrees that if any
of such Credit Party Obligations are not paid or performed in full when due
(whether at stated maturity, as a mandatory prepayment, by acceleration, as a
mandatory cash collateralization or otherwise), the Subsidiary Guarantor will,
jointly and severally together with the other Guarantors, promptly pay and
perform the same, without any demand or notice whatsoever, and that in the case
of any extension of time of payment or renewal of any of the Credit Party
Obligations, the same will be promptly paid in full when due (whether at
extended maturity, as a mandatory prepayment, by acceleration, as a mandatory
cash collateralization or otherwise) in accordance with the terms of such
extension or renewal.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      2.           The
Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its
execution of this Agreement, the Subsidiary Guarantor will be deemed to be a
party to the Pledge Agreement, and shall have all the rights and obligations of
a “Pledgor” thereunder as if it had executed the Pledge
Agreement.  The Subsidiary Guarantor hereby ratifies, as of the date
hereof, and agrees to be bound by, all the terms, provisions and conditions
contained in the Pledge Agreement.  Without limiting the generality of
the foregoing terms of this Paragraph 2, the Subsidiary Guarantor hereby
pledges and assigns to the Administrative Agent, for the ratable benefit of the
Lenders, and grants to the Administrative Agent, for the ratable benefit of the
Lenders, a continuing security interest in any and all right, title and interest
of the Subsidiary Guarantor in and to Pledged Collateral (as such term is
defined in Section 2 of the Pledge Agreement) and the other Pledged
Collateral (as such term is defined in Section 2 of the Pledge
Agreement).

      


      3.           The
Subsidiary Guarantor acknowledges and confirms that it has received a copy of
the Credit Agreement and the schedules and exhibits thereto.  The
information on the schedules to the Credit Agreement are hereby amended to
provide the information shown on the attached Schedule
A.

      


      4.           The
information on Schedule B to this
Agreement is true and correct as of the date hereof.

      


      5.           The
Borrower and the Guarantors confirm that all of their obligations under the
Credit Agreement are, and upon the Subsidiary Guarantor becoming a Guarantor,
shall continue to be, in full force and effect.  The parties hereto
confirm and agree that immediately upon the Subsidiary Guarantor becoming a
Guarantor, the term “Credit Party Obligations,” as used in the Credit Agreement,
shall include all obligations of such Subsidiary Guarantor under the Credit
Agreement and under each other Credit Document.

      


      6.           The
Subsidiary Guarantor hereby agrees that upon becoming a Guarantor it will assume
all Credit Party Obligations of a Guarantor as set forth in the Credit
Agreement.

      


      7.           Each
of the Borrower and the Subsidiary Guarantor agrees that at any time and from
time to time, upon the written request of the Administrative Agent, it will
execute and deliver such further documents and do such further acts and things
as the Administrative Agent may reasonably request in order to effect the
purposes of this Agreement.

      


      8.           This
Agreement shall be governed by and construed and interpreted in accordance with
the laws of the State of New York.

      


      9.           This
Agreement (a) may be executed in two or more counterparts, each of which
shall constitute an original but all of which when taken together shall
constitute one contract and (b) may, upon execution, be delivered by
facsimile or electronic mail, which shall be deemed for all purposes to be an
original signature.

      


      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, each of the
Borrower and the Subsidiary Guarantor has caused this Agreement to be duly
executed by its authorized officer, and the Administrative Agent, for the
benefit of the Lenders, has caused the same to be accepted by its authorized
officer, as of the day and year first above written.

      


      BORROWER:                                                        DYCOM
INDUSTRIES, INC.,

      a Florida
corporation

      


      By:    _______________                                                           

      Name:      
_______________                                                                   

      Title:         _______________                                             

      


      SUBSIDIARY
GUARANTOR:                          
[SUBSIDIARY GUARANTOR]

      


      By:    _______________                                                                

      Name:       _______________                                                         

      Title:         _______________                                                       

      


      Acknowledged
and accepted:

      


      WACHOVIA
BANK, NATIONAL ASSOCIATION,

        as
Administrative Agent

      


      By:     _______________                                                               

      Name:        _______________                                                        

      Title:          _______________                                                      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
A

      


      Schedules
to Credit Agreement and Security Documents

      


      


      [TO BE
COMPLETED BY BORROWER]

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
B

      


      Disclosure
Information

      


      
        	
                 

                Legal
      Name of Credit Party (and any previous legal names within the last five
      years):

              	 
      
	
                 

                State
      of Organization:

              	 
      
	
                 

                Jurisdictions
      of Organization:

              	 
      
	
                 

                Type
      of Organization:

              	 
      
	
                 

                Address
      of Chief Executive Office:

              	 
      
	
                 

                Address
      of Principal Place of Business:

              	 
      
	
                 

                Business
      Phone Number:

              	 
      
	
                 

                Organizational
      Identification Number:1

              	 
      
	
                 

                Federal
      Tax Identification Number:

              	 
      
	
                 

                Ownership
      Information (e.g. publicly held, if private or partnership—identity of
      owners/partners):

              	 
      
	
                List
      the issued and outstanding equity interests owned by (a) the Subsidiary
      Guarantor and (c) the owner of the Subsidiary Guarantor’s equity
      interests:

              	 
      


      

      


      [TO BE
COMPLETED BY BORROWER/SUBSIDIARY GUARANTOR]

      


      


      1 This
item does not apply to a Credit Party organized under the laws of Alabama,
Indiana, Massachusetts, Nebraska, New Hampshire, New Mexico, New York, Oklahoma,
South Carolina, Vermont or West Virginia.


      
         

        
           


          
            

          

        

        
           


        

      


      Schedule
7.1(b)

      


      INDEBTEDNESS

      


      


      
        	
                1)  

              	
                Bonds
      set forth on the attached schedule.

              


      

      
        	
                2)  

              	
                Broadband
      Express, LLC, Midtown Express, LLC and Cavo Broadband Communications, LLC
      lease vehicles pursuant to leases that are classified as capital leases on
      the consolidated financial statements of the Borrower.  These
      leases have an aggregate liability of approximately $3,133,000 on the
      consolidated financial statements of the
  Borrower.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      

      Schedule
7.1(b)


      
        
          	
                  Alabama Broadband

                
	
                  Bond
      Number

                	 	
                  Obligee

                	
                  Bond
      Type

                	 	
                  Bond
      Amount

                	 	
                  Effective
      Date

                	
                  Expiration
      Date

                
	 	104876736	 	
                  Alabama
      Power Company

                	
                  Pole
      Attachment

                	 	$	145,000.00	 	
                  04/20/08

                	
                  04/20/09

                
	 	105062786	 	
                  Alabama
      DOT

                	
                  Annual
      Perf Bond

                	 	$	20,000.00	 	
                  02/01/08

                	
                  02/01/09

                
	 	105062789	 	
                  City
      of Columbia, IL

                	
                  Excavator
      Bond

                	 	$	5,000.00	 	
                  03/06/08

                	
                  03/06/09

                
	 	 	 	 
      	 
      	 	$	170,000.00	 	 
      	 
      
	
                  Ansco
      & Associates

                
	
                  Bond
      Number

                	 	
                  Obligee

                	
                  Bond
      Type

                	 	
                  Bond
      Amount

                	 	
                  Effective
      Date

                	
                  Expiration
      Date

                
	 	104239599	 	
                  City
      of North Augusta, SC

                	
                  Contractor's
      Bond

                	 	$	1,000.00	 	
                  01/06/08

                	
                  01/06/09

                
	 	103357734	 	
                  Columbia
      County Planning , GA

                	
                  License
      Bond

                	 	$	1,000.00	 	
                  02/16/08

                	
                  02/16/09

                
	 	104054620	 	
                  City
      of Raleigh, NC

                	
                  Right
      of Way

                	 	$	5,000.00	 	
                  04/01/08

                	
                  04/01/09

                
	 	103663243	 	
                  City
      of Greensboro, NC

                	
                  Master
      Contractor's Bond

                	 	$	2,000.00	 	
                  09/28/07

                	
                  09/28/08

                
	 	 	 	 
      	 
      	 	$	9,000.00	 	 
      	 
      
	
                  C-2
      Utility

                
	
                  Bond
      Number

                	 	
                  Obligee

                	
                  Bond
      Type

                	 	
                  Bond
      Amount

                	 	
                  Effective
      Date

                	
                  Expiration
      Date

                
	 	105062801	 	
                  Eugene
      School District

                	
                  Performance

                	 	$	16,645.00	 	
                  05/01/08

                	
                  05/01/09

                
	 	105062824	 	
                  City
      of Cottage Grove

                	
                  Performance

                	 	$	262,925.00	 	
                  06/27/08

                	
                  06/27/09

                
	 	104023080	 	
                  State
      of Oregon

                	
                  Contractor's
      License

                	 	$	15,000.00	 	
                  02/14/08

                	
                  02/14/09

                
	 	104054572	 	
                  Oregon
      DOT

                	
                  Highway
      Use Tax Bond

                	 	$	9,500.00	 	
                  03/11/08

                	
                  03/11/09

                
	 	103792925	 	
                  State
      of Washington

                	
                  Contractor's
      License

                	 	$	6,000.00	 	
                  03/08/08

                	
                  03/08/09

                
	 	103817716	 	
                  State
      of California

                	
                  Contractor's
      License

                	 	$	10,000.00	 	
                  04/08/08

                	
                  04/08/09

                
	 	104139006	 	
                  Oregon
      DOT

                	
                  Right
      of Way

                	 	$	10,000.00	 	
                  07/24/08

                	
                  07/24/09

                
	 	104139031	 	
                  Oregon
      DOT

                	
                  Right
      of Way

                	 	$	10,000.00	 	
                  08/15/07

                	
                  08/15/08

                
	 	104637626	 	
                  State
      of Oregon BOLI

                	
                  Public
      Works BOLI

                	 	$	30,000.00	 	
                  04/17/08

                	
                  04/17/09

                
	 	104767627	 	
                  City
      of Pendleton

                	
                  Excavation
      Permit

                	 	$	2,500.00	 	
                  07/25/08

                	
                  07/25/09

                
	 	104767669	 	
                  State
      of California

                	
                  Contractor's
      License

                	 	$	12,500.00	 	
                  01/17/08

                	
                  01/17/09

                
	 	105062796	 	
                  Crook
      County Road Dept

                	
                  Right
      of Way

                	 	$	20,000.00	 	
                  04/03/08

                	
                  04/03/09

                
	 	 	 	 
      	 
      	 	$	405,070.00	 	 
      	 
      
	
                  CableCom

                
	
                  Bond
      Number

                	 	
                  Obligee

                	
                  Bond
      Type

                	 	
                  Bond
      Amount

                	 	
                  Effective
      Date

                	
                  Expiration
      Date

                
	 	104876733	 	
                  Pacific
      NW Properties

                	
                  Performance
      Bond

                	 	$	1,000.00	 	
                  03/20/08

                	
                  03/20/09

                
	 	104343512	 	
                  City
      of Bowie, MD

                	
                  Right
      of Way

                	 	$	330,000.00	 	
                  02/04/08

                	
                  02/04/09

                
	 	104054609	 	
                  State
      of Arizona

                	
                  Contractor's
      License

                	 	$	2,500.00	 	
                  04/17/08

                	
                  04/17/09

                
	 	104054610	 	
                  State
      of Arizona

                	
                  Contractor's
      License

                	 	$	1,000.00	 	
                  04/17/08

                	
                  04/17/09

                
	 	104054611	 	
                  State
      of Arizona

                	
                  Contractor's
      License

                	 	$	5,000.00	 	
                  04/17/08

                	
                  04/17/09

                
	 	104054616	 	
                  Washington
      Dept of Labor & Indus

                	
                  Contractor's
      License

                	 	$	12,000.00	 	
                  04/22/08

                	
                  04/22/09

                
	 	104106766	 	
                  Oregon
      Contractor's Board

                	
                  Contractor's
      License

                	 	$	15,000.00	 	
                  05/30/08

                	
                  05/30/09

                
	 	104088941	 	
                  New
      Mexico Reg & Licensing

                	
                  Contractor's
      License

                	 	$	1,000.00	 	
                  05/06/08

                	
                  05/06/09

                
	 	104343533	 	
                  City
      of Fresno, CA

                	
                  Excavation
      Bond

                	 	$	25,000.00	 	
                  06/30/08

                	
                  06/30/09

                
	 	104106802	 	
                  State
      of Arizona

                	
                  Taxpayer
      Bond for Contractors

                	 	$	7,000.00	 	
                  07/09/08

                	
                  07/09/09

                
	 	104174196	 	
                  California

                	
                  Qualifying
      Individual

                	 	$	7,500.00	 	
                  10/06/07

                	
                  10/06/08

                
	 	104597093	 	
                  City
      of Oroville, CA

                	
                  Right
      of Way

                	 	$	2,500.00	 	
                  10/13/07

                	
                  10/13/08

                
	 	104174202	 	
                  California
      Contractors

                	
                  Contractor's
      License

                	 	$	7,500.00	 	
                  10/17/07

                	
                  10/17/08

                
	 	104597114	 	
                  State
      of Washington

                	
                  Notary
      License

                	 	$	10,000.00	 	
                  05/01/06

                	
                  05/01/10

                
	 	104637634	 	
                  State
      of Washington

                	
                  Contractor's
      License

                	 	$	4,000.00	 	
                  06/16/08

                	
                  06/16/09

                
	 	104767623	 	
                  State
      of Nevada

                	
                  Contractor's
      License

                	 	$	50,000.00	 	
                  06/28/08

                	
                  06/28/09

                
	 	104767668	 	
                  State
      of Washington

                	
                  Notary
      License

                	 	$	10,000.00	 	
                  03/18/07

                	
                  03/18/11

                
	 	104876773	 	
                  State
      of California

                	
                  Vehicle
      Verifier Permit

                	 	$	5,000.00	 	
                  01/14/08

                	
                  01/14/09

                
	 	 	 	 
      	 
      	 	$	496,000.00	 	 
      	 
      
	
                  Cable
      Connectors

                
	
                  Bond
      Number

                	 	
                  Obligee

                	
                  Bond
      Type

                	 	
                  Bond
      Amount

                	 	
                  Effective
      Date

                	
                  Expiration
      Date

                
	 	103573890	 	
                  South
      Carolina DOT

                	
                  Right
      of Way

                	 	$	100,000.00	 	
                  05/24/08

                	
                  05/24/09

                
	 	103679602	 	
                  South
      Carolina DOT

                	
                  Right
      of Way

                	 	$	100,000.00	 	
                  08/21/07

                	
                  08/21/08

                
	 	 	 	 
      	 
      	 	$	200,000.00	 	 
      	 
      
	
                  Can-Am
      Communications

                
	
                  Bond
      Number

                	 	
                  Obligee

                	
                  Bond
      Type

                	 	
                  Bond
      Amount

                	 	
                  Effective
      Date

                	
                  Expiration
      Date

                
	 	104054581	 	
                  California

                	
                  Contractor's
      License

                	 	$	10,000.00	 	
                  01/21/08

                	
                  01/21/09

                
	 	104054598	 	
                  Arizona

                	
                  License

                	 	$	2,500.00	 	
                  04/01/08

                	
                  04/01/09

                
	 	104106793	 	
                  Nevada

                	
                  License

                	 	$	15,000.00	 	
                  06/17/08

                	
                  06/17/09

                
	 	104139040	 	
                  California

                	
                  License

                	 	$	5,000.00	 	
                  06/14/08

                	
                  06/14/09

                
	 	104054597	 	
                  Arizona

                	
                  Taxpayer
      Bond

                	 	$	7,000.00	 	
                  08/12/07

                	
                  08/12/08

                
	 	104139044	 	
                  Oregon

                	
                  Contractor's
      License

                	 	$	10,000.00	 	
                  08/28/07

                	
                  08/24/08

                
	 	104637636	 	
                  California

                	
                  Qualifying
      Individual License

                	 	$	7,500.00	 	
                  06/27/08

                	
                  06/27/09

                
	 	 	 	 
      	 
      	 	$	57,000.00	 	 
      	 
      
	
                  Communications
      Construction Group

                
	
                  Bond
      Number

                	 	
                  Obligee

                	
                  Bond
      Type

                	 	
                  Bond
      Amount

                	 	
                  Effective
      Date

                	
                  Expiration
      Date

                
	 	104279777	 	
                  Town
      of Oyster Bay

                	
                  Permit

                	 	$	10,000.00	 	
                  05/26/08

                	
                  05/26/10

                
	 	104174215	 	
                  West
      Virginia

                	
                  Wage
      Pymt Collection

                	 	$	10,000.00	 	
                  11/05/07

                	
                  11/05/08

                
	 	104279778	 	
                  Town
      of Hempstead, NY

                	
                  Excavation
      Permit

                	 	$	5,000.00	 	
                  12/31/07

                	
                  12/31/08

                
	 	104597126	 	
                  New
      Mexico CLSI

                	
                  Contractors
      License

                	 	$	5,000.00	 	
                  03/02/08

                	
                  03/02/09

                
	 	104767630	 	
                  Town
      of Darien

                	
                  Street
      Opening

                	 	$	3,000.00	 	
                  08/23/07

                	
                  08/23/08

                
	 	105154965	 	
                  Montgomery
      County, MD

                	
                  Permit

                	 	$	1,000.00	 	
                  08/01/08

                	
                  08/01/09

                
	 	105154966	 	
                  Montgomery
      County, MD

                	
                  Permit

                	 	$	1,000.00	 	
                  08/01/08

                	
                  08/01/09

                
	 	105154967	 	
                  Montgomery
      County, MD

                	
                  Permit

                	 	$	1,000.00	 	
                  08/01/08

                	
                  08/01/09

                
	 	105154968	 	
                  Montgomery
      County, MD

                	
                  Permit

                	 	$	1,000.00	 	
                  08/01/08

                	
                  08/01/09

                
	 	105154969	 	
                  Montgomery
      County, MD

                	
                  Permit

                	 	$	1,000.00	 	
                  08/01/08

                	
                  08/01/09

                
	 	105154970	 	
                  Montgomery
      County, MD

                	
                  Permit

                	 	$	2,000.00	 	
                  08/01/08

                	
                  08/01/09

                
	 	105154980	 	
                  Montgomery
      County, MD

                	
                  Permit

                	 	$	2,000.00	 	
                  08/12/08

                	
                  08/12/09

                
	 	105154979	 	
                  Montgomery
      County, MD

                	
                  Permit

                	 	$	1,000.00	 	
                  08/12/08

                	
                  08/12/09

                
	 	105154984	 	
                  Montgomery
      County, MD

                	
                  Permit

                	 	$	1,000.00	 	
                  08/12/08

                	
                  08/12/09

                
	 	105154983	 	
                  Montgomery
      County, MD

                	
                  Permit

                	 	$	2,000.00	 	
                  08/12/08

                	
                  08/12/09

                
	 	105154982	 	
                  Montgomery
      County, MD

                	
                  Permit

                	 	$	1,000.00	 	
                  08/12/08

                	
                  08/12/09

                
	 	105154981	 	
                  Montgomery
      County, MD

                	
                  Permit

                	 	$	1,000.00	 	
                  08/12/08

                	
                  08/12/09

                
	 	105154978	 	
                  Montgomery
      County, MD

                	
                  Permit

                	 	$	1,000.00	 	
                  08/12/08

                	
                  08/12/09

                
	 	105164556	 	
                  Montgomery
      County, MD

                	
                  Permit

                	 	$	1,000.00	 	
                  08/28/08

                	
                  08/28/08

                
	 	105164557	 	
                  Montgomery
      County, MD

                	
                  Permit

                	 	$	1,000.00	 	
                  08/28/08

                	
                  08/28/09

                
	 	105164558	 	
                  Montgomery
      County, MD

                	
                  Permit

                	 	$	1,000.00	 	
                  08/28/08

                	
                  08/28/09

                
	 	105164560	 	
                  Montgomery
      County, MD

                	
                  Permit

                	 	$	1,000.00	 	
                  08/28/08

                	
                  08/28/09

                
	 	105164561	 	
                  Montgomery
      County, MD

                	
                  Permit

                	 	$	1,000.00	 	
                  08/28/08

                	
                  08/28/09

                
	 	105164562	 	
                  Montgomery
      County, MD

                	
                  Permit

                	 	$	1,000.00	 	
                  08/28/08

                	
                  08/28/09

                
	 	105164563	 	
                  Montgomery
      County, MD

                	
                  Permit

                	 	$	1,000.00	 	
                  08/28/08

                	
                  08/28/09

                
	 	105164564	 	
                  Montgomery
      County, MD

                	
                  Permit

                	 	$	2,000.00	 	
                  08/28/08

                	
                  08/28/09

                
	 	 	 	 
      	 
      	 	$	58,000.00	 	 
      	 
      
	
                  Cavo
      Broadband

                
	
                  Bond
      Number

                	 	
                  Obligee

                	
                  Bond
      Type

                	 	
                  Bond
      Amount

                	 	
                  Effective
      Date

                	
                  Expiration
      Date

                
	 	104876758	 	
                  St
      Louis County MO

                	
                  Electrical
      Contractor's Bd

                	 	$	10,000.00	 	
                  10/01/07

                	
                  10/01/08

                
	 	 	 	 
      	 
      	 	$	10,000.00	 	 
      	 
      
	
                  Ervin
      Cable

                
	
                  Bond
      Number

                	 	
                  Obligee

                	
                  Bond
      Type

                	 	
                  Bond
      Amount

                	 	
                  Effective
      Date

                	
                  Expiration
      Date

                
	 	104876772	 	
                  Electric
      Power Board of Chattanooga

                	
                  Performance

                	 	$	900,000.00	 	
                  12/26/07

                	
                  12/26/11

                
	 	105062806	 	
                  Smithville
      Telephone Co

                	
                  Performance

                	 	$	351,169.58	 	
                  05/12/08

                	
                  05/12/09

                
	 	105062820	 	
                  Smithville
      Telephone Co

                	
                  Performance

                	 	$	891,383.80	 	
                  06/20/08

                	
                  06/20/09

                
	 	105062821	 	
                  Smithville
      Telephone Co

                	
                  Performance

                	 	$	2,338,890.94	 	
                  06/20/08

                	
                  06/20/09

                
	 	104343494	 	
                  City
      of East St Louis, IL

                	
                  Contractor's
      Registration

                	 	$	1,000.00	 	
                  01/11/08

                	
                  01/11/09

                
	 	104876725	 	
                  City
      of Waterloo

                	
                  Annual
      Perf Bond

                	 	$	10,000.00	 	
                  01/23/08

                	
                  01/23/09

                
	 	104239610	 	
                  Arkansas

                	
                  Contractor's
      Bond

                	 	$	10,000.00	 	
                  01/27/08

                	
                  01/27/09

                
	 	103841156	 	
                  Jefferson
      County MO Highway

                	
                  Right
      of Way

                	 	$	5,000.00	 	
                  05/24/08

                	
                  05/24/09

                
	 	104279780	 	
                  Jefferson
      County MO Highway

                	
                  Street
      Opening Permit

                	 	$	10,000.00	 	
                  05/26/08

                	
                  05/26/09

                
	 	104279798	 	
                  Missouri
      Highway

                	
                  Right
      of Way

                	 	$	10,000.00	 	
                  06/08/08

                	
                  06/08/09

                
	 	103925266	 	
                  City
      of St Louis

                	
                  Excavator
      Bond

                	 	$	10,000.00	 	
                  09/27/07

                	
                  09/27/08

                
	 	103958995	 	
                  City
      of St Louis

                	
                  Electrical
      Contractors Bond

                	 	$	10,000.00	 	
                  11/18/07

                	
                  11/18/08

                
	 	104767639	 	
                  Illinois
      Dept of Transportation

                	
                  Individual
      Utility Permit

                	 	$	2,500.00	 	
                  09/14/07

                	
                  09/14/08

                
	 	105046412	 	
                  City
      of Bridgeton

                	
                  Excavator
      Bond

                	 	$	2,000.00	 	
                  03/13/08

                	
                  03/13/09

                
	 	105062792	 	
                  City
      of Baldwin

                	
                  Street
      Opening Permit

                	 	$	5,000.00	 	
                  03/27/08

                	
                  03/27/09

                
	 	 	 	 
      	 
      	 	$	4,556,944.32	 	 
      	 
      
	
                  Globe
      Communications

                
	
                  Bond
      Number

                	 	
                  Obligee

                	
                  Bond
      Type

                	 	
                  Bond
      Amount

                	 	
                  Effective
      Date

                	
                  Expiration
      Date

                
	 	104767660	 	
                  Wilkes
      Telephone & Electric Co

                	
                  Performance
      Bond

                	 	$	4,445,752.77	 	
                  12/07/06

                	
                  12/07/07

                
	 	105062812	 	
                  FTC
      Diversified Services Inc.

                	
                  Contractor's
      Bond

                	 	$	528,103.27	 	
                  05/22/08

                	
                  05/22/09

                
	 	105062816	 	
                  FTC
      Diversified Services Inc.

                	
                  Contractor's
      Bond

                	 	$	388,166.63	 	
                  06/12/08

                	
                  06/12/09

                
	 	103677212	 	
                  City
      of Raleigh, NC

                	
                  Road
      Cut Bond

                	 	$	5,000.00	 	
                  11/19/07

                	
                  11/19/08

                
	 	104876750	 	
                  North
      Carolina DOT

                	
                  Encroachment
      Bond

                	 	$	140,045.49	 	
                  08/09/07

                	
                  08/09/08

                
	 	 	 	 
      	 
      	 	$	5,507,068.16	 	 
      	 
      
	
                  Installation
      Technicians

                
	
                  Bond
      Number

                	 	
                  Obligee

                	
                  Bond
      Type

                	 	
                  Bond
      Amount

                	 	
                  Effective
      Date

                	
                  Expiration
      Date

                
	 	104528959	 	
                  City
      of Mrceline, MO

                	
                  Right
      of Way Bond

                	 	$	7,500.00	 	
                  05/18/08

                	
                  05/18/09

                
	 	104343517	 	
                  Missouri
      Highway Transport

                	
                  Right
      of Way Bond

                	 	$	1,000.00	 	
                  02/25/08

                	
                  02/25/09

                
	 	104343532	 	
                  City
      of Joplin, MO

                	
                  Right
      of Way Bond

                	 	$	1,000.00	 	
                  03/15/08

                	
                  03/15/09

                
	 	104054606	 	
                  City
      of Cole Camp, MO

                	
                  Permit
      Bond

                	 	$	10,000.00	 	
                  04/10/08

                	
                  04/10/09

                
	 	104023082	 	
                  State
      of Arkansas

                	
                  Contractors
      License

                	 	$	10,000.00	 	
                  04/01/08

                	
                  04/01/09

                
	 	103592402	 	
                  Johnson
      County, MO

                	
                  Right
      of Way Bond

                	 	$	20,000.00	 	
                  04/12/08

                	
                  04/12/09

                
	 	104637631	 	
                  Green
      County Hwy Dept

                	
                  Excavation
      Permit

                	 	$	10,000.00	 	
                  06/02/08

                	
                  06/02/09

                
	 	104876755	 	
                  City
      of Neosho, MO

                	
                  Permit
      Bond

                	 	$	10,000.00	 	
                  09/24/07

                	
                  09/24/08

                
	 	 	 	 
      	 
      	 	$	69,500.00	 	 
      	 
      
	
                  Ivy
      H. Smith

                
	
                  Bond
      Number

                	 	
                  Obligee

                	
                  Bond
      Type

                	 	
                  Bond
      Amount

                	 	
                  Effective
      Date

                	
                  Expiration
      Date

                
	 	104767641	 	
                  City
      of Miami

                	
                  Performance
      Bond

                	 	$	1,000,000.00	 	
                  09/15/07

                	
                  10/01/08

                
	 	103663518	 	
                  Florida
      Construction Industry

                	
                  Contractor's
      Bond

                	 	$	2,000.00	 	
                  09/30/07

                	
                  09/30/09

                
	 	104876774	 	
                  City
      of Sunny Isles Beach

                	
                  Right
      of Way

                	 	$	100,000.00	 	
                  01/16/08

                	
                  01/16/09

                
	 	105062784	 	
                  Harkins
      Builders

                	
                  Performance
      Bond

                	 	$	595,000.00	 	
                  01/22/08

                	
                  01/22/09

                
	 	105062797	 	
                  City
      of South Miami

                	
                  Right
      of Way

                	 	$	100,000.00	 	
                  04/03/08

                	
                  04/03/09

                
	 	105062823	 	
                  City
      of Raleigh

                	
                  Right
      of Way

                	 	$	5,000.00	 	
                  06/26/08

                	
                  06/26/09

                
	 	 	 	 
      	 
      	 	$	1,802,000.00	 	 
      	 
      
	 
	 
	
                  Lambert's
      Cable

                
	
                  Bond
      Number

                	 	
                  Obligee

                	
                  Bond
      Type

                	 	
                  Bond
      Amount

                	 	
                  Effective
      Date

                	
                  Expiration
      Date

                
	 	104676633	 	
                  State
      of Florida

                	
                  Financial
      Responsible Officer

                	 	$	50,000.00	 	
                  08/23/07

                	
                  08/23/08

                
	 	 	 	 
      	 
      	 	$	50,000.00	 	 
      	 
      
	
                  Locating

                
	
                  Bond
      Number

                	 	
                  Obligee

                	
                  Bond
      Type

                	 	
                  Bond
      Amount

                	 	
                  Effective
      Date

                	
                  Expiration
      Date

                
	 	104767626	 	
                  City
      of Tacoma, WA

                	
                  Performance
      Bond

                	 	$	81,274.16	 	
                  06/30/06

                	
                  06/29/09

                
	 	 	 	 
      	 
      	 	$	81,274.16	 	 
      	 
      
	
                  Niels
      Fugal

                
	
                  Bond
      Number

                	 	
                  Obligee

                	
                  Bond
      Type

                	 	
                  Bond
      Amount

                	 	
                  Effective
      Date

                	
                  Expiration
      Date

                
	 	104876759	 	
                  Northwest
      Pipeline Corp

                	
                  Performance
      Bond

                	 	$	4,003,979.00	 	
                  10/02/07

                	
                  10/02/08

                
	 	105062829	 	
                  Mass
      Electric Construction Co

                	
                  Performance
      Bond

                	 	$	877,870.00	 	
                  07/18/08

                	
                  07/18/2009q

                
	 	 	 	 
      	 
      	 	$	4,881,849.00	 	 
      	 
      
	
                  Point
      to Point

                
	
                  Bond
      Number

                	 	
                  Obligee

                	
                  Bond
      Type

                	 	
                  Bond
      Amount

                	 	
                  Effective
      Date

                	
                  Expiration
      Date

                
	 	104174226	 	
                  State
      of California

                	
                  Contractor's
      License

                	 	$	10,000.00	 	
                  01/01/08

                	
                  01/01/09

                
	 	103357742	 	
                  State
      of Washington

                	
                  Contractor's
      License

                	 	$	6,000.00	 	
                  02/23/08

                	
                  02/23/09

                
	 	104239625	 	
                  State
      of Oklahoma

                	
                  Sales
      & Use Tax Bond

                	 	$	5,000.00	 	
                  02/25/08

                	
                  02/25/09

                
	 	104054618	 	
                  State
      of Arizona

                	
                  Taxpayer
      Bond

                	 	$	2,000.00	 	
                  04/22/08

                	
                  04/22/09

                
	 	104054615	 	
                  State
      of Nevada

                	
                  Contractor's
      License

                	 	$	15,000.00	 	
                  04/21/08

                	
                  04/21/09

                
	 	104088940	 	
                  State
      of Oregon

                	
                  Construction
      Contractors Bond

                	 	$	10,000.00	 	
                  05/05/08

                	
                  05/04/09

                
	 	 	 	 
      	 
      	 	$	48,000.00	 	 
      	 
      
	
                  Prince
      Telecom

                
	
                  Bond
      Number

                	 	
                  Obligee

                	
                  Bond
      Type

                	 	
                  Bond
      Amount

                	 	
                  Effective
      Date

                	
                  Expiration
      Date

                
	 	104876748	 	
                  Southeastern
      Louisiana Univ

                	
                  Performance

                	 	$	68,540.00	 	
                  07/12/07

                	
                  07/12/08

                
	 	104637633	 	
                  Nevada
      Contractors Board

                	
                  Contractor's
      License

                	 	$	30,000.00	 	
                  07/23/08

                	
                  07/23/09

                
	 	104767646	 	
                  City
      of Raleigh

                	
                  Right
      of Way Permit

                	 	$	5,000.00	 	
                  11/29/07

                	
                  11/29/08

                
	 	104767647	 	
                  State
      of Washington

                	
                  Contractor's
      License

                	 	$	4,000.00	 	
                  12/14/07

                	
                  12/14/08

                
	 	104767648	 	
                  State
      of California

                	
                  Contractor's
      License

                	 	$	7,500.00	 	
                  12/14/07

                	
                  12/14/08

                
	 	104767649	 	
                  State
      of California

                	
                  Contractor's
      License

                	 	$	10,000.00	 	
                  12/14/07

                	
                  12/14/08

                
	 	104767663	 	
                  City
      of Bonney Lake WA

                	
                  Right
      of Way Permit

                	 	$	10,000.00	 	
                  11/14/07

                	
                  11/14/08

                
	 	104767665	 	
                  State
      of Oregon

                	
                  Contractor's
      License

                	 	$	15,000.00	 	
                  12/13/07

                	
                  12/13/08

                
	 	104876728	 	
                  City
      of Lakewood

                	
                  Street
      Obstruction

                	 	$	5,000.00	 	
                  03/01/08

                	
                  03/01/09

                
	 	104876770	 	
                  Town
      of Eatonville WA

                	
                  Street
      Obstruction

                	 	$	5,000.00	 	
                  12/06/07

                	
                  12/06/08

                
	 	 	 	 
      	 
      	 	$	160,040.00	 	 
      	 
      
	 
	
                  RJE
      Telecom

                
	
                  Bond
      Number

                	 	
                  Obligee

                	
                  Bond
      Type

                	 	
                  Bond
      Amount

                	 	
                  Effective
      Date

                	
                  Expiration
      Date

                
	 	104343583	 	
                  Arizona
      Dept of Revenue

                	
                  Taxpayer
      bond

                	 	$	2,000.00	 	
                  04/28/08

                	
                  04/28/09

                
	 	104343499	 	
                  State
      of California

                	
                  Contractors
      License

                	 	$	7,500.00	 	
                  09/21/07

                	
                  09/21/08

                
	 	104343448	 	
                  State
      of California

                	
                  Contractors
      License

                	 	$	10,000.00	 	
                  09/21/07

                	
                  09/21/08

                
	 	104528962	 	
                  State
      of Arizona

                	
                  Contractors
      License

                	 	$	3,500.00	 	
                  05/23/08

                	
                  05/23/09

                
	 	104637621	 	
                  State
      of Washington

                	
                  Contractors
      License

                	 	$	4,000.00	 	
                  03/29/08

                	
                  03/29/09

                
	 	104876740	 	
                  State
      of New Mexico CLSI

                	
                  Contractors
      License

                	 	$	5,000.00	 	
                  06/04/08

                	
                  06/04/09

                
	 	105027377	 	
                  City
      of Irving, TX

                	
                  Right
      of Way Bond

                	 	$	50,000.00	 	
                  10/24/07

                	
                  10/24/08

                
	 	105062802	 	
                  State
      of Oregon

                	
                  Contractors
      License

                	 	$	20,000.00	 	
                  04/21/08

                	
                  04/21/09

                
	 	 	 	 
      	 
      	 	$	102,000.00	 	 
      	 
      
	
                  RJE
      Canada

                
	
                  Bond
      Number

                	 	
                  Obligee

                	
                  Bond
      Type

                	 	
                  Bond
      Amount

                	 	
                  Effective
      Date

                	
                  Expiration
      Date

                
	 	105154961	 	
                  SaskTel
      - North

                	
                  Performance

                	 	
                  cad 256,354.45

                	 	
                  07/30/08

                	
                  07/30/09

                
	 	105154960	 	
                  SaskTel
      - South

                	
                  Performance

                	 	
                  cad 204,837.12

                	 	
                  07/30/08

                	
                  07/30/09

                
	 	 	 	 
      	 
      	 	
                  cad 461,191.57

                	 	 
      	 
      
	
                  Star
      Construction

                
	
                  Bond
      Number

                	 	
                  Obligee

                	
                  Bond
      Type

                	 	
                  Bond
      Amount

                	 	
                  Effective
      Date

                	
                  Expiration
      Date

                
	 	104767622	 	
                  Piedmont
      Rural Telephone Coop

                	
                  Performance
      Bond

                	 	$	1,462,350.08	 	
                  07/06/06

                	
                  07/06/07

                
	 	104876753	 	
                  University
      of Tennessee

                	
                  Performance
      Bond

                	 	$	35,998.00	 	
                  09/11/07

                	
                  09/11/08

                
	 	104876754	 	
                  Concord
      Telephone Exchange

                	
                  Contractors
      Bond

                	 	$	4,728,553.00	 	
                  09/11/07

                	
                  09/11/08

                
	 	104876757	 	
                  CenturyTel
      Service Group LLC

                	
                  Contractors
      Bond

                	 	$	101,901.12	 	
                  09/27/07

                	
                  09/27/08

                
	 	104597091	 	
                  TDS
      Telecom Services

                	
                  Contractors
      Bond

                	 	$	50,000.00	 	
                  10/11/07

                	
                  10/11/08

                
	 	104876764	 	
                  TDS
      Telecom Services

                	
                  Contractors
      Bond

                	 	$	50,000.00	 	
                  10/16/07

                	
                  10/16/08

                
	 	104876765	 	
                  CenturyTel
      Service Group LLC

                	
                  Contractors
      Bond

                	 	$	95,263.47	 	
                  10/24/07

                	
                  10/24/08

                
	 	105062783	 	
                  CenturyTel
      Service Group LLC

                	
                  Contractors
      Bond

                	 	$	133,814.14	 	
                  01/17/08

                	
                  01/17/09

                
	 	105062785	 	
                  CenturyTel
      Service Group LLC

                	
                  Contractors
      Bond

                	 	$	50,521.00	 	
                  01/22/08

                	
                  01/22/09

                
	 	105062790	 	
                  CenturyTel
      Service Group LLC

                	
                  Contractors
      Bond

                	 	$	71,039.38	 	
                  03/20/08

                	
                  03/20/09

                
	 	105062798	 	
                  TDS
      Telecom Services

                	
                  Contractors
      Bond

                	 	$	101,227.90	 	
                  03/20/08

                	
                  03/20/09

                
	 	105062791	 	
                  Peoples
      Telephone Company

                	
                  Contractors
      Bond

                	 	$	237,569.56	 	
                  03/26/08

                	
                  03/26/09

                
	 	105062805	 	
                  University
      of Tennessee

                	
                  Contractors
      Bond

                	 	$	357,822.00	 	
                  05/12/08

                	
                  05/12/09

                
	 	105062813	 	
                  Simpson
      Construction Co

                	
                  Performance
      Bond

                	 	$	265,416.09	 	
                  05/27/08

                	
                  05/27/09

                
	 	105062814	 	
                  TDS
      Telecom Services

                	
                  Contractors
      Bond

                	 	$	178,522.63	 	
                  05/29/08

                	
                  05/29/09

                
	 	105062831	 	
                  TDS
      Telecom Services

                	
                  Contractors
      Bond

                	 	$	948,019.00	 	
                  07/22/08

                	
                  07/22/09

                
	 	105514971	 	
                  TDS
      Telecom Services

                	
                  Contractors
      Bond

                	 	$	135,315.78	 	
                  07/30/08

                	
                  07/30/09

                
	 	105154973	 	
                  TDS
      Telecom Services

                	
                  Contractors
      Bond

                	 	$	766,284.70	 	
                  08/04/08

                	
                  08/04/09

                
	 	105154974	 	
                  TDS
      Telecom Services

                	
                  Contractors
      Bond

                	 	$	755,519.22	 	
                  08/01/08

                	
                  08/01/09

                
	 	105154976	 	
                  TDS
      Telecom Services

                	
                  Contractors
      Bond

                	 	$	806,798.00	 	
                  08/06/08

                	
                  08/06/09

                
	 	105154988	 	
                  West
      Carolina Rural Tel Coop

                	
                  Contractors
      Bond

                	 	$	445,591.76	 	
                  08/13/08

                	
                  08/13/09

                
	 	105154987	 	
                  West
      Carolina Rural Tel Coop

                	
                  Contractors
      Bond

                	 	$	229,487.96	 	
                  08/13/08

                	
                  08/13/09

                
	 	105154986	 	
                  West
      Carolina Rural Tel Coop

                	
                  Contractors
      Bond

                	 	$	363,422.72	 	
                  08/13/08

                	
                  08/13/09

                
	 	105154985	 	
                  West
      Carolina Rural Tel Coop

                	
                  Contractors
      Bond

                	 	$	451,318.25	 	
                  08/13/08

                	
                  08/13/09

                
	 	105062830	 	
                  Summers-Taylor
      Inc

                	
                  Performance
      Bond

                	 	$	579,539.99	 	
                  08/01/08

                	
                  12/31/11

                
	 	105164555	 	
                  TDS
      Telecommunications

                	
                  Contractors
      Bond

                	 	$	50,000.00	 	
                  08/28/08

                	
                  08/28/09

                
	 	105164565	 	
                  TDS
      Telecommunications

                	
                  Contractors
      Bond

                	 	$	50,000.00	 	
                  09/02/08

                	
                  09/02/09

                
	 	103357540	 	
                  City
      of Chattanooga

                	
                  Street
      Obstruction

                	 	$	5,000.00	 	
                  09/11/07

                	
                  09/17/08

                
	 	103357725	 	
                  Shelby
      County Alabama DOT

                	
                  Right
      of Way

                	 	$	10,000.00	 	
                  02/09/08

                	
                  02/09/09

                
	 	103359063	 	
                  City
      of Springhill

                	
                  Excavation
      Permit

                	 	$	7,500.00	 	
                  04/04/08

                	
                  04/04/09

                
	 	103891654	 	
                  Jefferson
      County Roads

                	
                  Right
      of Way

                	 	$	5,000.00	 	
                  09/17/07

                	
                  09/17/08

                
	 	104343467	 	
                  City
      of Morrison, TN

                	
                  Excavation
      Permit

                	 	$	10,000.00	 	
                  11/09/07

                	
                  11/09/08

                
	 	104343477	 	
                  Cherokee
      County Commission

                	
                  Right
      of Way

                	 	$	5,000.00	 	
                  12/07/07

                	
                  12/07/08

                
	 	104343525	 	
                  City
      of Helena

                	
                  Right
      of Way

                	 	$	30,000.00	 	
                  03/01/08

                	
                  03/01/09

                
	 	104343541	 	
                  City
      of Gallatin Tennessee

                	
                  Excavation
      Permit

                	 	$	5,000.00	 	
                  04/18/08

                	
                  04/18/09

                
	 	104343543	 	
                  City
      of Lebanon

                	
                  Right
      of Way

                	 	$	5,000.00	 	
                  03/28/08

                	
                  03/28/09

                
	 	104528957	 	
                  City
      of Murphreesboro, TN

                	
                  Right
      of Way

                	 	$	50,000.00	 	
                  05/13/08

                	
                  05/13/09

                
	 	104547218	 	
                  Town
      of Kimberly, AL

                	
                  Excavation
      Permit

                	 	$	2,500.00	 	
                  08/09/07

                	
                  08/09/08

                
	 	104637628	 	
                  Metropolitan
      Gov't Nashville

                	
                  Permit

                	 	$	40,000.00	 	
                  05/05/08

                	
                  05/05/09

                
	 	104767655	 	
                  Kentucky
      Transportation

                	
                  Highway
      Use Bond

                	 	$	1,000.00	 	
                  11/10/07

                	
                  11/10/08

                
	 	104876742	 	
                  City
      of Chattanooga

                	
                  Right
      of Way

                	 	$	5,000.00	 	
                  06/05/08

                	
                  06/05/09

                
	 	105154972	 	
                  City
      of Jasper, TN

                	
                  Right
      of Way

                	 	$	5,000.00	 	
                  08/01/08

                	
                  08/01/09

                
	 	 	 	 
      	 
      	 	$	13,687,295.75	 	 
      	 
      
	
                  TCS
      Communications

                
	
                  Bond
      Number

                	 	
                  Obligee

                	
                  Bond
      Type

                	 	
                  Bond
      Amount

                	 	
                  Effective
      Date

                	
                  Expiration
      Date

                
	 	104767657	 	
                  City
      of Fountain

                	
                  performance
      & Maintenance

                	 	$	5,000.00	 	
                  11/27/06

                	
                  11/27/08

                
	 	103382796	 	
                  Bright
      House Networks

                	
                  Financial
      Guarantee

                	 	$	750,000.00	 	
                  08/30/07

                	
                  08/30/08

                
	 	103508022	 	
                  City
      & County of Denver CO

                	
                  Street
      Opening

                	 	$	50,000.00	 	
                  12/28/07

                	
                  12/28/08

                
	 	103557391	 	
                  City
      of Westminster

                	
                  Right
      of Way

                	 	$	5,000.00	 	
                  02/19/08

                	
                  02/19/09

                
	 	103694525	 	
                  City
      of Englewood, CO

                	
                  Right
      of Way

                	 	$	10,000.00	 	
                  02/19/08

                	
                  02/19/09

                
	 	103694526	 	
                  City
      of Aurora, CO

                	
                  Right
      of Way

                	 	$	20,000.00	 	
                  01/14/08

                	
                  01/14/09

                
	 	103694527	 	
                  City
      of Wheat Ridge CO

                	
                  Contractor's
      License

                	 	$	10,000.00	 	
                  01/23/08

                	
                  01/23/09

                
	 	103694528	 	
                  City
      of Golden, CO

                	
                  Contractor's
      License

                	 	$	2,000.00	 	
                  01/28/08

                	
                  01/28/09

                
	 	103694529	 	
                  Adams
      County CO

                	
                  Right
      of Way

                	 	$	5,000.00	 	
                  01/14/08

                	
                  01/14/09

                
	 	103792929	 	
                  City
      of Fort Collins

                	
                  Contractor's
      License

                	 	$	20,000.00	 	
                  03/25/08

                	
                  03/25/09

                
	 	103792930	 	
                  Arapahoe
      County MO

                	
                  Contractor's
      License

                	 	$	20,000.00	 	
                  03/13/08

                	
                  03/13/09

                
	 	103817749	 	
                  Orange
      County Gov't of Florida

                	
                  Contractor's
      License

                	 	$	5,000.00	 	
                  09/30/07

                	
                  09/30/08

                
	 	103841177	 	
                  City
      of Arvada, CO

                	
                  Contractor's
      License

                	 	$	20,000.00	 	
                  03/01/08

                	
                  03/01/09

                
	 	103841179	 	
                  City
      of Orlando, FL

                	
                  Contractor's
      License

                	 	$	5,000.00	 	
                  09/30/07

                	
                  09/30/08

                
	 	103891664	 	
                  City
      of Brighton, CO

                	
                  Contractor's
      License

                	 	$	5,000.00	 	
                  09/30/07

                	
                  09/30/08

                
	 	103959022	 	
                  City
      of Englewood CO

                	
                  Right
      of Way

                	 	$	20,000.00	 	
                  01/06/08

                	
                  01/06/09

                
	 	103999996	 	
                  City
      of Lafayette CO

                	
                  Right
      of Way

                	 	$	5,000.00	 	
                  01/17/08

                	
                  01/17/09

                
	 	104023099	 	
                  City
      of Littleton, CO

                	
                  Street
      Opening

                	 	$	2,000.00	 	
                  03/01/08

                	
                  03/01/09

                
	 	104023100	 	
                  City
      of Northglenn, CO

                	
                  Right
      of Way

                	 	$	5,000.00	 	
                  03/01/08

                	
                  03/01/09

                
	 	104239601	 	
                  City
      of Boulder, CO

                	
                  Right
      of Way

                	 	$	5,000.00	 	
                  01/07/08

                	
                  01/07/09

                
	 	104279801	 	
                  Washington
      County, UT

                	
                  Street
      Opening

                	 	$	10,000.00	 	
                  06/10/08

                	
                  06/10/10

                
	 	104279808	 	
                  Polk
      County, FL

                	
                  Compliance
      Bond

                	 	$	5,000.00	 	
                  06/25/08

                	
                  06/25/09

                
	 	104343413	 	
                  Arizona
      Registrar Contractors

                	
                  Contractor's
      License

                	 	$	14,250.00	 	
                  08/05/07

                	
                  08/05/08

                
	 	104343434	 	
                  Town
      of Silverthorne, CO

                	
                  Right
      of Way

                	 	$	25,000.00	 	
                  09/09/07

                	
                  09/09/08

                
	 	104343475	 	
                  Utah
      DOT

                	
                  Right
      of Way

                	 	$	25,000.00	 	
                  12/04/07

                	
                  12/07/10

                
	 	104343476	 	
                  City
      of Santa Clara City, UT

                	
                  Right
      of Way

                	 	$	25,000.00	 	
                  12/07/07

                	
                  12/07/08

                
	 	104343503	 	
                  City
      of St George UT

                	
                  Right
      of Way

                	 	$	10,000.00	 	
                  01/25/08

                	
                  01/25/09

                
	 	104343511	 	
                  City
      of Washington UT

                	
                  Right
      of Way

                	 	$	10,000.00	 	
                  02/25/08

                	
                  02/25/09

                
	 	104528964	 	
                  New
      Mexico

                	
                  Contractor's
      License

                	 	$	5,000.00	 	
                  06/03/08

                	
                  06/03/09

                
	 	104528966	 	
                  City
      of Hurricane UT

                	
                  Right
      of Way

                	 	$	25,000.00	 	
                  06/08/08

                	
                  06/08/09

                
	 	104547210	 	
                  City
      of Idaho Springs

                	
                  Right
      of Way

                	 	$	5,000.00	 	
                  07/12/08

                	
                  07/12/09

                
	 	104597103	 	
                  State
      of Arizona Dept of Revenue

                	
                  Taxpayer
      Bond

                	 	$	7,000.00	 	
                  12/08/07

                	
                  12/08/08

                
	 	104767628	 	
                  Town
      of Larkspur

                	
                  Right
      of Way

                	 	$	20,000.00	 	
                  07/27/08

                	
                  07/27/09

                
	 	104767637	 	
                  City
      of Colorado Springs

                	
                  Excavation
      Bond

                	 	$	5,000.00	 	
                  09/06/07

                	
                  09/06/08

                
	 	104767643	 	
                  El
      Paso County

                	
                  Permit

                	 	$	2,500.00	 	
                  09/29/07

                	
                  09/26/08

                
	 	104810146	 	
                  Utah
      DOT

                	
                  Right
      of Way

                	 	$	10,000.00	 	
                  02/22/07

                	
                  02/22/08

                
	 	104876769	 	
                  Utah
      DOT

                	
                  Right
      of Way

                	 	$	25,000.00	 	
                  11/28/07

                	
                  11/28/08

                
	 	104876771	 	
                  Nevada
      Contractors Board

                	
                  Contractor's
      License

                	 	$	50,000.00	 	
                  12/12/07

                	
                  12/12/08

                
	 	105062799	 	
                  Toquerville
      City

                	
                  Street
      Opening

                	 	$	10,000.00	 	
                  04/08/08

                	
                  04/08/09

                
	 	105062822	 	
                  City
      of Centennial CO

                	
                  Street
      Opening

                	 	$	20,000.00	 	
                  06/24/08

                	
                  06/24/09

                
	 	105129807	 	
                  City
      of Rio Rancho, NM

                	
                  Excavation
      Bond

                	 	$	5,000.00	 	
                  07/25/08

                	
                  07/25/09

                
	 	105129808	 	
                  City
      of Albuquerque NM

                	
                  Excavation
      Bond

                	 	$	10,000.00	 	
                  07/25/08

                	
                  07/25/09

                
	 	105129809	 	
                  City
      of Albuquerque NM

                	
                  Permit

                	 	$	15,000.00	 	
                  07/25/08

                	
                  07/25/09

                
	 	105154975	 	
                  City
      of Cherry Hills Village CO

                	
                  Street
      Opening

                	 	$	5,000.00	 	
                  08/05/08

                	
                  08/05/09

                
	 	105154963	 	
                  Bernalillo
      County, NM

                	
                  Permit

                	 	$	5,000.00	 	
                  07/29/08

                	
                  07/29/09

                
	 	105154962	 	
                  Bernalillo
      County, NM

                	
                  Permit

                	 	$	5,000.00	 	
                  07/29/08

                	
                  07/29/09

                
	 	105154964	 	
                  City
      of Santa Fe, NM

                	
                  Excavation
      Bond

                	 	$	10,000.00	 	
                  07/25/08

                	
                  07/25/09

                
	 	 	 	 
      	 
      	 	$	1,332,750.00	 	 
      	 
      
	
                  Tesinc

                
	
                  Bond
      Number

                	 	
                  Obligee

                	
                  Bond
      Type

                	 	
                  Bond
      Amount

                	 	
                  Effective
      Date

                	
                  Expiration
      Date

                
	 	104023086	 	
                  State
      of Washington

                	
                  Contractors
      License

                	 	$	4,000.00	 	
                  02/28/08

                	
                  02/28/09

                
	 	104023085	 	
                  State
      of Washington

                	
                  Contractors
      License

                	 	$	12,000.00	 	
                  03/04/08

                	
                  03/04/09

                
	 	104023084	 	
                  State
      of California

                	
                  Contractors
      License

                	 	$	7,500.00	 	
                  04/01/08

                	
                  04/01/09

                
	 	104023083	 	
                  State
      of California

                	
                  Contractors
      License

                	 	$	10,000.00	 	
                  04/01/08

                	
                  04/01/09

                
	 	103661596	 	
                  State
      of Washington

                	
                  Contractors
      License

                	 	$	4,000.00	 	
                  07/01/08

                	
                  07/01/09

                
	 	103357598	 	
                  State
      of Washington

                	
                  Contractors
      License

                	 	$	4,000.00	 	
                  10/19/07

                	
                  10/19/08

                
	 	 	 	 
      	 
      	 	$	41,500.00	 	 
      	 
      
	
                  Underground
      Specialties

                
	
                  Bond
      Number

                	 	
                  Obligee

                	
                  Bond
      Type

                	 	
                  Bond
      Amount

                	 	
                  Effective
      Date

                	
                  Expiration
      Date

                
	 	104023096	 	
                  State
      of New Mexico

                	
                  Contractor's
      License

                	 	$	5,000.00	 	
                  04/01/08

                	
                  04/01/09

                
	 	104023067	 	
                  State
      of Washington

                	
                  Contractor's
      License

                	 	$	12,000.00	 	
                  04/01/08

                	
                  04/01/09

                
	 	104023077	 	
                  State
      of Oregon

                	
                  Contractor's
      License

                	 	$	15,000.00	 	
                  04/01/08

                	
                  04/01/09

                
	 	104279769	 	
                  State
      of Oregon

                	
                  Highway
      Tax Bond

                	 	$	4,500.00	 	
                  05/05/08

                	
                  05/05/09

                
	 	104597107	 	
                  State
      of Oregon DOT

                	
                  Blanket
      Permit/Perf Bond

                	 	$	20,000.00	 	
                  12/21/07

                	
                  12/21/08

                
	 	 	 	 
      	 
      	 	$	56,500.00	 	 
      	 
      
	
                  UtiliQuest

                
	
                  Bond
      Number

                	 	
                  Obligee

                	
                  Bond
      Type

                	 	
                  Bond
      Amount

                	 	
                  Effective
      Date

                	
                  Expiration
      Date

                
	 	104876746	 	
                  Nashville
      Electric Services

                	
                  Performance
      Bond

                	 	$	975,749.00	 	
                  07/01/07

                	
                  07/01/08

                
	 	104876763	 	
                  City
      of Vineland

                	
                  Performance
      Bond

                	 	$	64,410.00	 	
                  10/17/07

                	
                  10/17/08

                
	 	105062815	 	
                  Atlanta
      Gas Light

                	
                  Performance
      Bond

                	 	$	2,000,000.00	 	
                  06/02/08

                	
                  06/02/09

                
	 	105129810	 	
                  City
      of Riverside

                	
                  Performance
      Bond

                	 	$	330,000.00	 	
                  07/29/08

                	
                  07/01/11

                
	 	105062828	 	
                  Nashville
      Electric Services

                	
                  Performance
      Bond

                	 	$	233,600.00	 	
                  08/01/08

                	
                  08/01/11

                
	 	 	 	 
      	 
      	 	$	3,603,759.00	 	 
      	 
      
	
                  White
      Mountain Cable

                
	
                  Bond
      Number

                	 	
                  Obligee

                	
                  Bond
      Type

                	 	
                  Bond
      Amount

                	 	
                  Effective
      Date

                	
                  Expiration
      Date

                
	 	104876729	 	
                  Nagog
      Woods Community Corp

                	
                  Performance
      Bond

                	 	$	50,000.00	 	
                  03/02/08

                	
                  03/02/09

                
	 	104876749	 	
                  Town
      of Sudbury, MA

                	
                  Performance
      Bond

                	 	$	1,000,000.00	 	
                  07/26/07

                	
                  07/26/08

                
	 	104876752	 	
                  City
      of West Warwick RI

                	
                  Performance
      Bond

                	 	$	5,000.00	 	
                  08/30/07

                	
                  08/30/08

                
	 	105062803	 	
                  Verizon
      Selective Services

                	
                  Performance
      Bond

                	 	$	120,292.11	 	
                  04/23/08

                	
                  04/23/09

                
	 	105062817	 	
                  Town
      of Norfolk, MA

                	
                  Performance
      Bond

                	 	$	10,000.00	 	
                  06/12/08

                	
                  06/12/09

                
	 	105062818	 	
                  Town
      of Ipswich, MA

                	
                  Performance
      Bond

                	 	$	10,000.00	 	
                  06/12/08

                	
                  06/12/09

                
	 	105154977	 	
                  Town
      of Malborough MA

                	
                  Performance
      Bond

                	 	$	1,000,000.00	 	
                  08/13/08

                	
                  08/13/09

                
	 	104343445	 	
                  Town
      of Westborough, MA

                	
                  Street
      Opening Permit

                	 	$	10,000.00	 	
                  10/06/07

                	
                  10/06/08

                
	 	104343450	 	
                  Town
      of Lynnfield, MA

                	
                  Street
      Opening Permit

                	 	$	5,000.00	 	
                  10/11/07

                	
                  10/11/08

                
	 	104343470	 	
                  Town
      of Groton, CT

                	
                  Street
      Opening Permit

                	 	$	2,000.00	 	
                  11/23/07

                	
                  11/23/08

                
	 	104767653	 	
                  Town
      of Ipswich, MA

                	
                  Right
      of Way Bond

                	 	$	10,000.00	 	
                  11/07/07

                	
                  11/07/08

                
	 	104597090	 	
                  Town
      of Hopkinton, Ma

                	
                  Street
      Opening Permit

                	 	$	1,000.00	 	
                  10/05/07

                	
                  10/05/08

                
	 	104767650	 	
                  Town
      of Tewksbury, MA

                	
                  Right
      of Way Bond

                	 	$	50,000.00	 	
                  10/25/07

                	
                  10/25/08

                
	 	104875751	 	
                  Connecticut
      DOT

                	
                  Right
      of Way Bond

                	 	$	10,000.00	 	
                  08/28/07

                	
                  08/28/08

                
	 	104876760	 	
                  Town
      of Bethlehem, CT

                	
                  Street
      Opening Permit

                	 	$	1,000.00	 	
                  10/03/07

                	
                  10/03/08

                
	 	104876761	 	
                  Town
      of Coventry

                	
                  Street
      Opening Permit

                	 	$	2,000.00	 	
                  10/11/07

                	
                  10/11/08

                
	 	104876762	 	
                  Town
      of Southborough, MA

                	
                  Street
      Opening Permit

                	 	$	350,000.00	 	
                  10/17/07

                	
                  10/17/08

                
	 	104876766	 	
                  Town
      of Littleton

                	
                  Right
      of Way Bond

                	 	$	5,000.00	 	
                  10/29/07

                	
                  10/29/08

                
	 	104876767	 	
                  Town
      of Holden, MA

                	
                  Right
      of Way Bond

                	 	$	2,500.00	 	
                  11/01/07

                	
                  11/01/08

                
	 	104876768	 	
                  Town
      of Grafton, MA

                	
                  Street
      Opening Permit

                	 	$	5,000.00	 	
                  11/28/07

                	
                  11/28/08

                
	 	105062788	 	
                  Town
      of Franklin, MA

                	
                  Street
      Opening Permit

                	 	$	5,000.00	 	
                  02/12/08

                	
                  02/12/09

                
	 	105062795	 	
                  Town
      of Wakefield

                	
                  Street
      Opening Permit

                	 	$	5,000.00	 	
                  04/02/08

                	
                  04/02/09

                
	 	105062800	 	
                  Town
      of Northborough

                	
                  Street
      Opening Permit

                	 	$	5,000.00	 	
                  04/11/08

                	
                  04/11/09

                
	 	105062804	 	
                  Town
      of Wayland MA

                	
                  Street
      Opening Permit

                	 	$	5,000.00	 	
                  04/24/08

                	
                  04/24/09

                
	 	105062809	 	
                  Town
      of Topsfield, MA

                	
                  Right
      of Way Bond

                	 	$	20,000.00	 	
                  05/15/08

                	
                  05/15/09

                
	 	105062810	 	
                  Town
      of Lebanon, CT

                	
                  Right
      of Way Bond

                	 	$	1,000.00	 	
                  05/16/08

                	
                  05/16/09

                
	 	105062811	 	
                  Town
      of Westport, CT

                	
                  Right
      of Way Bond

                	 	$	10,000.00	 	
                  05/21/08

                	
                  05/21/09

                
	 	105129806	 	
                  Town
      of Mansfield, CT

                	
                  Permit
      Bond

                	 	$	2,000.00	 	
                  06/03/08

                	
                  06/02/09

                
	 	105062819	 	
                  Town
      of Reading, MA

                	
                  Street
      Opening Permit

                	 	$	5,000.00	 	
                  06/19/08

                	
                  06/19/09

                
	 	105062837	 	
                  Town
      of North Kingston, RI

                	
                  Right
      of Way Bond

                	 	$	10,000.00	 	
                  07/22/08

                	
                  07/22/09

                
	 	105062825	 	
                  Town
      of North Reading

                	
                  Right
      of Way Bond

                	 	$	10,000.00	 	
                  07/01/08

                	
                  07/01/09

                
	 	105062826	 	
                  Town
      of Boxborough

                	
                  Right
      of Way Bond

                	 	$	10,000.00	 	
                  07/01/08

                	
                  07/01/09

                
	 	105164553	 	
                  Town
      of Lexington, MA

                	
                  Right
      of Way Bond

                	 	$	5,000.00	 	
                  08/20/08

                	
                  08/20/09

                
	 	105154989	 	
                  Town
      of Trumbull, CT

                	
                  Right
      of Way Bond

                	 	$	10,000.00	 	
                  08/15/08

                	
                  08/15/09

                
	 	105164552	 	
                  Town
      of Monroe, CT

                	
                  Street
      Opening Permit

                	 	$	5,000.00	 	
                  08/15/08

                	
                  08/15/09

                
	 	 	 	 
      	 
      	 	$	2,756,792.11	 	 
      	 
      


        

      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      Schedule
11.6(c)

      


      [FORM
OF]

      ASSIGNMENT AND
ASSUMPTION

      


      


      This
Assignment and Assumption (the “Assignment and
Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [the] [each] Assignor identified in item 1
below ([the] [each, an] “Assignor”) and [the]
[each] Assignee identified in item 2 below ([the] [each, an] “Assignee”).  [It is understood and
agreed that the rights and obligations of [the Assignors] [the Assignees]
hereunder are several and not joint.]2  Capitalized terms used but not
defined herein shall have the meanings given to them in the Credit Agreement
identified below (as amended, the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by [the] [each]
Assignee.  The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Assumption as if set forth herein in
full.

      


      For an
agreed consideration, [the] [each] Assignor hereby irrevocably sells and assigns
to [the Assignee] [the respective Assignees], and [the] [each] Assignee hereby
irrevocably purchases and assumes from [the Assignor] [the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor’s] [the
respective Assignors’] rights and obligations in [its capacity as a Lender]
[their respective capacities as Lenders] under the Credit Agreement and any
other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor] [the respective Assignors]
under the respective facilities identified below (including, without limitation,
any letters of credit, guarantees, and swingline loans included in such
facilities) and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of [the
Assignor (in its capacity as a Lender)] [the respective Assignors (in their
respective capacities as Lenders)] against any Person, whether known or unknown,
arising under or in connection with the Credit Agreement, any other documents or
instruments delivered pursuant thereto or the loan transactions governed thereby
or in any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims, malpractice claims, statutory claims
and all other claims at law or in equity related to the rights and obligations
sold and assigned pursuant to clause (i) above (the rights and obligations sold
and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to
clauses (i) and (ii) above being referred to herein collectively as [the]
[an] “Assigned
Interest”).  Each such sale and assignment is without recourse
to [the] [any] Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by [the] [any]
Assignor.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      1.           Assignor[s]:                                ______________________________

      


         
______________________________

      


      2.           Assignee[s]:                               ______________________________

      


        
______________________________

      [for each Assignee, indicate
[Affiliate] of [identify Lender]

      


      3.           Borrower:                                Dycom
Industries, Inc., a Florida corporation

      


      
        	
                 
      

              	
                4.

              	
                Administrative
      Agent:

              	
                Wachovia
      Bank, National Association, as the administrative agent under the Credit
      Agreement.

              


      

      


      
        	
                 
      

              	
                5.

              	
                Credit
      Agreement:

              	
                The
      Credit Agreement dated as of September 12, 2008, among the Borrower, the
      guarantors from time to time party thereto, the lenders and other
      financial institutions from time to time party thereto, and Wachovia Bank,
      National Association, as Administrative
Agent.

              


      

      


      6.           
Assigned Interest[s]:

      


      
        	
                Assignor[s]

              	
                Assignee[s]

              	
                Facility
      Assigned

              	 	
                Aggregate
      Amount of Commitment/

                Loans
      for all Lenders

              	 	
                Amount
      of Commitment/Loans Assigned

              	 	
                Percentage
      Assigned of Commitment/

                Loans

              	 	
                CUSIP
      Number

              
	 
      	 
      	 
      	 	$	 	 	 	 	$	 	%	 
      
	 
      	 
      	 
      	 	$	 	 	 	 	$	 	%	 
      
	 
      	 
      	 
      	 	$	 	 	 	 	$	 	%	 
      


      

      


      [7.           Trade
Date:                                ______________]3

      


      


      Effective
Date:   _____________ ___, 20___.

      


      


      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

      


      


      

        

      

        
        2
Include bracketed language if there are either multiple Assignors or multiple
Assignees.

      

        
        3 To be
completed if the Assignor(s) and the Assignee(s) intend that the minimum
assignment amount is to be determined as of the Trade
Date.

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      The terms
set forth in this Assignment and Assumption are hereby agreed to:

      


      ASSIGNOR[S]

      [NAME OF
ASSIGNOR]

      


      


      By:                                                                

      Title:

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ASSIGNEE[S]

      [NAME OF
ASSIGNEE]

      


      


      By:                                                                

      Title:

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      [Consented
to and] Accepted:

      


      WACHOVIA
BANK, NATIONAL ASSOCIATION,

      as
Administrative Agent

      


      By:                                                                

      Title:

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      [Consented
to:]

      


      [NAME OF
RELEVANT PARTY]4

      


      By:                                                                

      Title:

      


      


      

        

      

        
        4 To be
consented to by the parties specified in Section 11.6(b) of the Credit
Agreement.

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ANNEX
1

       

      


      STANDARD
TERMS AND CONDITIONS FOR

      ASSIGNMENT
AND ASSUMPTION

      


      


      1.           Representations and
Warranties.

      


      1.1           Assignor[s].  [The]
[Each] Assignor (a) represents and warrants that (i) it is the legal
and beneficial owner of [the] [the relevant] Assigned Interest, (ii) [the]
[such] Assigned Interest is free and clear of any lien, encumbrance or other
adverse claim and (iii) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or
representations made in or in connection with the Credit Agreement or any other
Credit Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Documents or any collateral
thereunder, (iii) the financial condition of the Borrower, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any
Credit Document or (iv) the performance or observance by the Borrower, any
of its Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Credit Document.

      


      1.2.           Assignee[s].  [The]
[Each] Assignee (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated hereby
and to become a Lender under the Credit Agreement, (ii) it meets all the
requirements to be an assignee under Section 11.6(b), (v) and (vi) of the
Credit Agreement (subject to such consents, if any, as may be required under
Section11.6(b) of the Credit Agreement), (iii) from and after the Effective
Date, it shall be bound by the provisions of the Credit Agreement as a Lender
thereunder and, to the extent of [the] [the relevant] Assigned Interest, shall
have the obligations of a Lender thereunder, (iv) it is sophisticated with
respect to decisions to acquire assets of the type represented by the Assigned
Interest and either it, or the person exercising discretion in making its
decision to acquire the Assigned Interest, is experienced in acquiring assets of
such type, (v) it has received a copy of the Credit Agreement, and has
received or has been accorded the opportunity to receive copies of the most
recent financial statements delivered pursuant to Section 6.1 thereof, as
applicable, and such other documents and information as it deems appropriate to
make its own credit analysis and decision to enter into this Assignment and
Assumption and to purchase [the] [such] Assigned Interest, (vi) it has,
independently and without reliance upon the Administrative Agent or any other
Lender and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Assignment and
Assumption and to purchase [the] [such] Assigned Interest, and (vii) if it
is a Lender not organized under the laws of the U.S., attached to the Assignment
and Assumption is any documentation required to be delivered by it pursuant to
the terms of the Credit Agreement, duly completed and executed by [the] [such]
Assignee; and (b) agrees that (i) it will, independently and without
reliance on the Administrative Agent, 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
[the]
[any] Assignor or any other Lender, and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Credit Documents, and
(ii) it will perform in accordance with their terms all of the obligations
which by the terms of the Credit Documents are required to be performed by it as
a Lender.

      

      


      2.           Payments.  From
and after the Effective Date, the Administrative Agent shall make all payments
in respect of [the] [each] Assigned Interest (including payments of principal,
interest, fees and other amounts) to [the] [the relevant] Assignor for amounts
which have accrued to but excluding the Effective Date and to [the] [the
relevant] Assignee for amounts which have accrued from and after the Effective
Date.

      


      3.           General
Provisions.  This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns.  This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument.  Delivery of an executed counterpart of a signature page
of this Assignment and Assumption by telecopy shall be effective as delivery of
a manually executed counterpart of this Assignment and
Assumption.  This Assignment and Assumption shall be governed by, and
construed in accordance with, the law of the State of New York.