exhibit10-2.htm


     

    Exhibit 10.2


    
      


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        
          FIRST
AMENDMENT TO CREDIT AGREEMENT

        

         

             
THIS FIRST AMENDMENT TO CREDIT
AGREEMENT , dated as of April 10, 2009 (the “ Amendment ”), is by
and among DYCOM INDUSTRIES,
INC. , a Florida corporation (the “ Borrower ”), those
Domestic Subsidiaries of the Borrower identified as a “Guarantor” on the
signature pages hereto (individually a “ Guarantor ” and
collectively the “ Guarantors ”), the
Lenders party hereto and WACHOVIA BANK, NATIONAL
ASSOCIATION , as administrative agent for the Lenders (in such capacity,
the “ Administrative
Agent ”).

         

        W
I T N E S S E T H

         

             
WHEREAS , the Borrower,
the Guarantors, such other Domestic Subsidiaries of the Borrower as may from
time to time become party thereto, the lenders from time to time party thereto
(the “ Lenders
”) and the Administrative Agent are parties to that certain Credit Agreement
dated as of September 12, 2008 (as amended, restated, supplemented or
otherwise modified through the date hereof, the “ Credit Agreement ”;
capitalized terms used herein shall have the meanings ascribed thereto in the
Credit Agreement);

         

             
WHEREAS , the Borrower
has requested that the Required Lenders (on behalf of the Lenders) agree to
amend certain terms of the Credit Agreement; and

         

             
WHEREAS , the Required
Lenders have agreed to such amendments of the Credit Agreement, subject to the
terms and conditions contained herein.

         

             
NOW, THEREFORE , in
consideration of the agreements hereinafter set forth, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:

         

        SECTION
1

         

        AMENDMENTS TO CREDIT
AGREEMENT

         

             
1.1 Definition
of Aggregate Revolving Committed Amount . The definition of “Aggregate
Revolving Committed Amount” as set forth in Section 1.1 of the Credit
Agreement is hereby amended and restated in its entirety to read as
follows:

         

             
“ Aggregate
Revolving Committed Amount ” means the aggregate amount of
Commitments in effect from time to time, being TWO HUNDRED TEN
MILLION DOLLARS ($210,000,000) .

         

             
1.2 Schedule 2.1(a)
. Schedule 2.1(a)
is hereby amended and restated in its entirety to read as set forth on Schedule 1
attached hereto.

         

          

         

        


        
          


           

          


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


         

         

        


         

        SECTION
2

         

        CLOSING
CONDITIONS

         

             
2.1 Closing
Conditions . This
Amendment shall become effective as of the date hereof (the “ Amendment Effective
Date ”) upon satisfaction of the following conditions (in form and
substance reasonably acceptable to the Administrative Agent):

         

             (a) 
Executed
Amendment . The Administrative Agent shall have received (i) a
counterpart hereof, duly executed by each of the Credit Parties, the New Lender
(as defined below) and the Required Lenders (determined before giving effect to
this Amendment) and (ii) to the extent requested, a Revolving Note for the
account of the New Lender.

         

             (b) 
Fees and
Expenses . The Administrative Agent shall have received from the Borrower
such fees and expenses that are payable in connection with the consummation of
the transactions contemplated hereby, including, without limitation, the
reasonable fees and expenses of Moore & Van Allen PLLC.

         

             (c) 
Corporate
Documents . The Administrative Agent shall have received the following,
each in form and substance reasonably satisfactory to the Administrative Agent,
an officer’s certificate (A) certifying that the articles of incorporation
or other organizational documents, as applicable, of each Credit Party that were
delivered on the Closing Date or the date on which any Credit Party was joined
as a Guarantor pursuant to the Joinder Agreement dated as of October 24,
2008 (the “ Joinder
Date ”) remain true and complete as of the Amendment Effective Date (or
certified updates as applicable), (B) certifying that the bylaws, operating
agreements or partnership agreements of each Credit Party that were delivered on
the Closing Date or Joinder Date remain true and correct and in force and effect
as of the Amendment Effective Date (or certified updates as applicable) 1 , (C) certifying that the
resolutions of the board of directors of each Credit Party delivered on the
Closing Date or Joinder Date approving the transactions contemplated herein and
authorizing the execution and delivery hereof have not been amended or rescinded
and are in full force and effect as of the Amendment Effective Date,
(D) certifying that each officer listed in the incumbency certification
contained in each Credit Party’s Secretary’s Certificate, except with respect to
OSP Services, LLC, delivered on the Closing Date or Joinder Date remains a duly
elected and qualified officer of such Credit Party and such officer remains duly
authorized to execute and deliver on behalf of such Credit Party the Amendment
and (E) including an incumbency certification for an officer of OSP Services,
LLC signing this Amendment.

         

             (d) 
Officer’s
Certificate . The Administrative Agent shall have received a duly
executed officer’s certificate, in form and substance reasonably satisfactory to
the Administrative Agent, demonstrating that, after giving effect to this
Amendment on a Pro Forma Basis, the Credit Parties will be in compliance with
the financial covenants set forth in Section 6.7 of the Credit
Agreement.

         

             (e) 
Legal Opinion .
The Administrative Agent shall have received opinions of legal counsel for the
Credit Parties, addressed to the Administrative Agent and the Lenders, which
opinions shall be in form and substance reasonably acceptable to the
Administrative Agent.

         

             (f) 
New Lender
Commitments . The Borrower shall have received Commitments from the New
Lender in the amount specified on Schedule 1
attached hereto.

         

             (g) 
Default . After
giving effect to this Amendment, no Default or Event of Default shall
exist.

         

        


        _________________

         

        
          	
                  1

                	
                  The
      bylaws of Dycom Industries, Inc. were amended on February 24, 2009,
      as described in the 8-K filed on March 3, 2009. The amended bylaws
      will be attached to the Officer’s
certificate.

                


        

         

         2

         

        


        
          


           

          


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


         

         

        


         

             (h) 
Miscellaneous .
All other documents and legal matters in connection with the transactions
contemplated by this Amendment shall be reasonably satisfactory in form and
substance to the Administrative Agent and its counsel.

         

        SECTION
3

         

        REVOLVER
INCREASE

         

             
3.1 Revolver
Increase

         

             (a) 
New Lender .
The Lender not a party to the Credit Agreement prior to the date hereof (the “
New Lender ”)
and identified on its signature page hereto (i) confirms that it has
received a copy of the Credit Agreement, together with such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Amendment and the Credit Agreement; (ii) agrees
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 decisions in taking or
not taking action under the Credit Agreement; (iii) appoints and authorizes
the Administrative Agent to take such action as agent on its behalf and to
exercise such powers and discretion under the Credit Agreement as are delegated
to the Administrative Agent by the terms thereof, together with such powers and
discretion as are reasonably incidental thereto; and (iv) agrees that it
shall (A) be a party to the Credit Agreement and the other Credit
Documents, (B) be a “Lender” for all purposes of the Credit Agreement and
the other Credit Documents, (C) share ratably in all LOC Obligations, (D)
perform all of the obligations that by the terms of the Credit Agreement are
required to be performed by it as a Lender under the Credit Agreement and
(E) shall have the rights and obligations of a Lender under the Credit
Agreement and the other Credit Documents.

         

             (b) 
Lenders .
(i) The Revolving Commitment of each Lender (including the New Lender)
shall be the amount set forth opposite the name of such Lender in Schedule 1
attached hereto and (ii) the respective LOC Obligations of the Lenders
shall be redetermined based upon each Lender’s Commitment
Percentage.

         

        SECTION
4

         

        MISCELLANEOUS

         

             
4.1 Amended
Terms . The term “Credit Agreement” as used in each of the Credit
Documents shall hereafter mean the Credit Agreement as amended by this
Amendment. Except as specifically amended hereby or otherwise agreed, the Credit
Agreement is hereby ratified and confirmed and shall remain in full force and
effect according to its terms.

         

             
4.2 Representations
and Warranties of Credit Parties . Each Credit Party hereby represents
and warrants as follows:

         

             (a)
It has taken all necessary action to authorize the execution, delivery and
performance of this Amendment.

         

             (b)
This Amendment has been duly executed and delivered by such Person and
constitutes such Person’s legal, valid and binding obligations, enforceable in
accordance with its terms, except as such enforceability may be subject to
(i) bankruptcy, insolvency, reorganization, fraudulent conveyance or
transfer, moratorium or similar laws of general applicability relating to or
affecting creditors’ rights and (ii) general principles of equity
(regardless of whether such enforceability is considered in a proceeding at law
or in equity).

         

         3

         

        


        
          


           

          


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


         

         

        


         

             (c)
No consent, approval, authorization or order of, or filing, registration or
qualification with, any court or Governmental Authority or third party is
required in connection with the execution, delivery or performance by such
Person of this Amendment.

         

             (d)
After giving effect to this Amendment, 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 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 hereof 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 remains true and correct (or true and correct in all material respects,
as applicable) as of such earlier date.

         

             (e)
Both before and after giving effect to this Amendment, no Default or Event of
Default has occurred and is continuing.

         

             (f)
After giving effect to this Amendment, the Credit Parties are in compliance with
Section 4.2 of the Credit Agreement.

         

             
4.3 Credit
Document . This
Amendment shall constitute a Credit Document under the terms of the Credit
Agreement and shall be subject to the terms and conditions thereof (including,
without limitation, Sections 11.14 and 11.17 of the Credit
Agreement).

         

             
4.4 Entirety
.. This Amendment and the other Credit Documents embody the entire agreement
among the parties hereto and supersede all prior agreements and understandings,
oral or written, if any, relating to the subject matter hereof.

         

             
4.5 Counterparts;
Telecopy . This Amendment may be executed in any number of counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall constitute one and the same instrument. Delivery of an executed
counterpart to this Amendment by telecopy shall be effective as an original and
shall constitute a representation that an original will be
delivered.

         

             
4.6 Incremental
Revolving Facility . Each of the parties hereto acknowledges and agrees
that by the Credit Party’s execution and delivery of this Amendment (a) the
Credit Parties are using $15,000,000 of the $100,000,000 Incremental Revolving
Facility basket set forth in Section 2.1(f) of the Credit Agreement and
(b) the Aggregate Revolving Committed Amount may only be increased an
additional two (2) times under the Incremental Revolving Facility set forth
in Section 2.1(f) of the Credit Agreement.

         

             
4.7 GOVERNING
LAW . THIS AMENDMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

         

        [Signature
Pages to Follow]

         

         4

         

        


        
          


           

          


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


         

         

        


         

        DYCOM
INDUSTRIES, INC.

         

        FIRST
AMENDMENT TO CREDIT AGREEMENT

         

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

        
          	 
      	 
      	 
      	 
      	 
      
	
                  BORROWER :

                	
                  DYCOM
      INDUSTRIES, INC.,

                  a
      Florida corporation

                   

                	 
      
	 
      	
                  By:  

                	
                  /s/
      H. Andrew DeFerrari  

                	 
      
	 
      	 
      	
                  Name:  

                  Title:

                	
                  H.
      Andrew DeFerrari

                  Senior
      Vice President and Chief Financial 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

                
	 
      	 
      	 
      
	 
      	 
      	
                  CABLE
      CONNECTORS, LLC,

                  a
      Delaware limited liability company

                
	 
      	 
      	 
      
	 
      	 
      	
                  CABLECOM,
      LLC,

                  a
      Delaware limited liability company

                
	 
      	 
      	 
      
	 
      	 
      	
                  CABLECOM
      OF CALIFORNIA, INC.

                  a
      Delaware corporation

                
	 
      	 
      	 
      
	 
      	 
      	
                  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

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  By:  

                	
                  /s/
      H. Andrew DeFerrari  

                	 
      
	 
      	 
      	
                  Name:  

                  Title:  

                	
                  H.
      Andrew DeFerrari 

                  Treasurer

                	 
      


        

         

          

         

        


        
          


           

          


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


         

         

        


         

         

         

        DYCOM
INDUSTRIES, INC.

         

        FIRST
AMENDMENT TO CREDIT AGREEMENT

        
          	 
      	 
      	 
      
	 
      	 
      	
                  DYCOM
      CAPITAL MANAGEMENT, INC.,

                  a
      Delaware corporation

                
	 
      	 
      	 
      
	 
      	 
      	
                  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

                
	 
      	 
      	 
      
	 
      	 
      	
                  INSTALLATION
      TECHNICIANS, LLC,

                  a
      Florida 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

                
	 
      	 
      	 
      
	 
      	 
      	
                  NIELS
      FUGAL SONS COMPANY OF CALIFORNIA, INC.

                  a
      Delaware corporation

                
	 
      	 
      	 
      
	 
      	 
      	
                  POINT
      TO POINT COMMUNICATIONS, INC.,

                  a
      Louisiana corporation

                
	 
      	 
      	 
      
	 
      	 
      	
                  PRECISION
      VALLEY COMMUNICATIONS OF VERMONT, LLC,

                  a
      Delaware limited liability company

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  By:  

                	
                  /s/
      H. Andrew DeFerrari  

                	 
      
	 
      	 
      	
                  Name:  

                	
                  H.
      Andrew DeFerrari 

                	 
      
	 
      	 
      	
                  Title:  

                	
                  Treasurer 

                	 
      
	 
      


        

         

          

         

        


        
          


           

          


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


         

         

        


         

        DYCOM
INDUSTRIES, INC.

         

        FIRST
AMENDMENT TO CREDIT AGREEMENT

        
          	 
      	 
      	 
      
	 
      	 
      	
                  PRINCE
      TELECOM, LLC

                  a
      Delaware limited liability company

                
	 
      	 
      	 
      
	 
      	 
      	
                  RJE
      TELECOM, LLC,

                  a
      Delaware limited liability company

                
	 
      	 
      	 
      
	 
      	 
      	
                  RJE
      TELECOM OF CALIFORNIA, INC.

                  a
      Delaware corporation

                
	 
      	 
      	 
      
	 
      	 
      	
                  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

                
	 
      	 
      	 
      
	 
      	 
      	
                  TESINC
      OF CALIFORNIA, INC.

                  a
      Delaware corporation

                
	 
      	 
      	 
      
	 
      	 
      	
                  TRIPLE-D
      COMMUNICATIONS LLC,

                  a
      Delaware limited liability company

                
	 
      	 
      	 
      
	 
      	 
      	
                  U G
      T I,

                  a
      California corporation

                
	 
      	 
      	 
      
	 
      	 
      	
                  UNDERGROUND
      SPECIALTIES, 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 

                	 
      


        

         

          

         

        


        
          


           

          


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


         

         

        


        


        
          	 
      	 
      	 
      	 
      	 
      


        

         

        DYCOM
INDUSTRIES, INC.

         

        FIRST
AMENDMENT TO CREDIT AGREEMENT

        
          	 
      	 
      	 
      	 
      	 
      
	 
      	
                  MIDTOWN
      EXPRESS, LLC,

                  a
      Delaware limited liability company

                   

                	 
      
	 
      	
                  By:  

                	
                  /s/
      Dennis Kastens  

                	 
      
	 
      	 
      	
                  Name:  

                	
                  Dennis
      Kastens 

                	 
      
	 
      	 
      	
                  Title:  

                	
                  President 

                	 
      
	 
      
	 
      	
                  OSP
      SERVICES, LLC,

                  a
      Delaware limited liability company

                   

                	 
      
	 
      	
                  By:  

                	
                  /s/
      Doug Martindale  

                	 
      
	 
      	 
      	
                  Name:  

                	
                  Doug
      Martindale 

                	 
      
	 
      	 
      	
                  Title:  

                	
                  President 

                	 
      


        

         

        



        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


         

        
          	 
      	 
      	 
      	 
      	 
      


        

         

        DYCOM
INDUSTRIES, INC.

         

        FIRST
AMENDMENT TO CREDIT AGREEMENT

        
          	 
      	 
      	 
      	 
      	 
      
	
                  ADMINISTRATIVE AGENT AND 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 

                	 
      


        

         

          

         

        


        
          


           

          


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


         

         

        


        


        
          	 
      	 
      	 
      	 
      	 
      


        

         

        DYCOM
INDUSTRIES, INC.

         

        FIRST
AMENDMENT TO CREDIT AGREEMENT

        
          	 
      	 
      	 
      	 
      	 
      
	 
      	
                  BANK
      OF AMERICA, N.A., as a Lender

                   

                	 
      
	 
      	
                  By:  

                	
                  /s/
      Scott Hitchens  

                	 
      
	 
      	 
      	
                  Name:

                	
                  Scott
      Hitchens

                	 
      
	 
      	 
      	
                  Title:

                	
                  Vice
      President

                	 
      


        

         

          

         

        


        
          


           

          


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


         

         

        


        


        
          	 
      	 
      	 
      	 
      	 
      


        

         

        DYCOM
INDUSTRIES, INC.

         

        FIRST
AMENDMENT TO CREDIT AGREEMENT

        
          	 
      	 
      	 
      	 
      	 
      
	 
      	
                  BRANCH
      BANKING AND TRUST COMPANY, as a Lender

                   

                	 
      
	 
      	
                  By:  

                	
                  /s/
      C. William Buchholz  

                	 
      
	 
      	 
      	
                  Name:  

                	
                  C.
      William Buchholz 

                	 
      
	 
      	 
      	
                  Title:  

                	
                  Senior
      Vice President 

                	 
      


        

         

        



        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


         

         

        


        
          	 
      	 
      	 
      	 
      	 
      


        

         

        DYCOM
INDUSTRIES, INC.

         

        FIRST
AMENDMENT TO CREDIT AGREEMENT

        
          	 
      	 
      	 
      	 
      	 
      
	 
      	
                  RBS
      CITIZENS, N.A., as a Lender

                   

                	 
      
	 
      	
                  By:  

                	
                  /s/
      Jeffrey A. Neikirk  

                	 
      
	 
      	 
      	
                  Name:

                	
                  Jeffrey
      A. Neikirk

                	 
      
	 
      	 
      	
                  Title:  

                	
                  Senior
      Vice President 

                	 
      


        

         

          


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


         

         

        


        
          	 
      	 
      	 
      	 
      	 
      


        

         

        DYCOM
INDUSTRIES, INC.

         

        FIRST
AMENDMENT TO CREDIT AGREEMENT

        
          	 
      	 
      	 
      	 
      	 
      
	 
      	
                  COMPASS
      BANK, as a Lender

                   

                	 
      
	 
      	
                  By:  

                	
                  /s/
      Jason Gaetz  

                	 
      
	 
      	 
      	
                  Name:

                	
                  Jason
      Gaetz

                	 
      
	 
      	 
      	
                  Title:  

                	
                  Vice
      President 

                	 
      


        

         

          

         

        


         

        



        
          
             


          

          
             


            
              

            

          

          
             


          

        


         

         

        


        


        
          	 
      	 
      	 
      	 
      	 
      


        

         

        DYCOM
INDUSTRIES, INC.

         

        FIRST
AMENDMENT TO CREDIT AGREEMENT

        
          	 
      	 
      	 
      	 
      	 
      
	 
      	
                  SUNTRUST
      BANK, as a Lender

                   

                	 
      
	 
      	
                  By:  

                	
                  /s/
      Robert Maddox  

                	 
      
	 
      	 
      	
                  Name:

                	
                  Robert
      Maddox

                	 
      
	 
      	 
      	
                  Title:  

                	
                  Director 

                	 
      


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


         

         

        


        


        
          	 
      	 
      	 
      	 
      	 
      


        

         

        DYCOM
INDUSTRIES, INC.

         

        FIRST
AMENDMENT TO CREDIT AGREEMENT

        
          	 
      	 
      	 
      	 
      	 
      
	 
      	
                  REGIONS
      BANK, as a Lender

                   

                	 
      
	 
      	
                  By:  

                	
                  /s/
      Stephen Hanas  

                	 
      
	 
      	 
      	
                  Name:

                	
                  Stephen
      Hanas

                	 
      
	 
      	 
      	
                  Title:  

                	
                  Senior
      Vice President

                	 
      


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


         


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


         

        


        


         

        DYCOM
INDUSTRIES, INC.

         

        FIRST
AMENDMENT TO CREDIT AGREEMENT

        
          	 
      	 
      	 
      	 
      	 
      
	 
      	
                  NATIONAL
      CITY BANK, as a Lender

                   

                	 
      
	 
      	
                  By:  

                	
                  /s/
      Mareen Walker Duvall  

                	 
      
	 
      	 
      	
                  Name:  

                	
                  Mareen
      Walker Duvall 

                	 
      
	 
      	 
      	
                  Title:  

                	
                  Senior
      Vice President

                   

                  x New
    Lender

                	 
      


        

         

          

         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


        


         

        Schedule
1

         

        Schedule 2.1(a) to the
Credit Agreement

         

        
          	
                  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	 	 	 	19.047619048	%	 	$	19,047,619.05	 
	
                  Bank
      of America, N.A.

                	 	$	40,000,000.00	 	 	 	19.047619048	%	 	$	19,047,619.05	 
	
                  Branch
      Banking and Trust Company

                	 	$	30,000,000.00	 	 	 	14.285714286	%	 	$	14,285,714.29	 
	
                  RBS
      Citizens, N.A.

                	 	$	30,000,000.00	 	 	 	14.285714286	%	 	$	14,285,714.29	 
	
                  Compass
      Bank

                	 	$	20,000,000.00	 	 	 	9.523809524	%	 	$	9,523,809.52	 
	
                  SunTrust
      Bank

                	 	$	20,000,000.00	 	 	 	9.523809524	%	 	$	9,523,809.52	 
	
                  Regions
      Bank

                	 	$	15,000,000.00	 	 	 	7.142857143	%	 	$	7,142,857.14	 
	
                  National
      City Bank

                	 	$	15,000,000.00	 	 	 	7.142857143	%	 	$	7,142,857.14	 
	 
      	 	$	210,000,000.00	 	 	 	100.000000000	%	 	$	100,000,000.00