EX-4.5



 Exhibit 4.5 
 THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 26, 2013, among Dycom Investments, Inc., a Delaware
corporation (the “Company”), the Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”). 

W I T N E S S E T H 
 WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee an indenture, dated as of January 21, 2011, as amended and supplemented through the date hereof (the
“Indenture”), providing for the issuance of 7.125% Senior Subordinated Notes due 2021 (the “Notes”); 
 WHEREAS, pursuant to Section 9.01(4) of the Indenture, the Indenture may be amended or supplemented without the consent of any Holder of Notes to, among other things, make any change that would
provide additional rights or benefits to the Holders of the Notes; 
 WHEREAS, the Company desires, pursuant to
Section 9.01(4) of the Indenture, to amend and supplement the terms of the Indenture by amending Section 11.06 (Releases) in order to eliminate the ability of the Company to release the Note Guarantee of Holdings in accordance with
Section 11.06(a)(1) and 11.06(a)(4) of the Indenture; 
 WHEREAS, such changes would provide additional benefits to the
Holders of the Notes; 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture; 
 WHEREAS, this Supplemental Indenture has been duly authorized by all necessary corporate
action on the part of the Company; and 
 WHEREAS, the Company has directed the Trustee to execute and deliver this Supplemental
Indenture in accordance with Section 9.01 of the Indenture. 
 NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, each Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to
them in the Indenture. 
 2. AMENDMENTS. Section 11.06 of the Indenture is hereby amended by inserting the
parenthetical phrase “(other than Holdings)” immediately after each instance of the phrase “any Guarantor” in the first sentence of Section 11.06(a)(1) and in Section 11.06(a)(4). 







 3. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE. 
 4. COUNTERPARTS. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 5.
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 
 6. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in
respect of the recitals contained herein, all of which recitals are made solely by the Company and the Guarantors. 
 [SIGNATURE
PAGES FOLLOW] 

  
 2 








 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written. 
  

			
	DYCOM INVESTMENTS, INC.
		
	By:	 	/s/ H. Andrew DeFerrari
		 	Name: H. Andrew DeFerrari
		 	Title:   Treasurer
	
	DYCOM INDUSTRIES, INC.
		
	By:	 	/s/ H. Andrew DeFerrari
		 	Name: H. Andrew DeFerrari
		 	 Title:  Senior Vice President and
  Chief Financial Officer

	
	 ANSCO & ASSOCIATES, LLC
 APEX DIGITAL, LLC
 BLAIR PARK SERVICES, LLC
 BROADBAND EXPRESS, LLC
 BROADBAND INSTALLATION SERVICES, LLC

C-2 UTILITY CONTRACTORS, LLC
 CABLE CONNECTORS,
LLC
 CABLECOM OF CALIFORNIA, INC.

CABLECOM, LLC
 CAN-AM COMMUNICATIONS,
INC.
 CAVO BROADBAND COMMUNICATIONS, LLC

CCLC, INC.
 CERTUSVIEW LEASING, LLC

CMI SERVICES, INC.
 COMMUNICATION SERVICES,
LLC
 COMMUNICATIONS CONSTRUCTION GROUP, LLC
 DYCOM CAPITAL MANAGEMENT, INC.
 DYCOM CORPORATE IDENTITY, INC.

DYCOM IDENTITY, LLC
 ERVIN CABLE CONSTRUCTION,
LLC
 GLOBE COMMUNICATIONS, LLC

INSTALLATION TECHNICIANS, LLC
 IVY H. SMITH
COMPANY, LLC
 E A TECHNICAL SERVICES, INC.
 ENGINEERING ASSOCIATES, INC.
 GLOBAL ENERCOM MANAGEMENT, INC.



 Signature Page to Third Supplemental Indenture 







 
			
	 GOLDEN STATE UTILITY CO.
 KANAAN COMMUNICATIONS, LLC
 LAMBERT’S CABLE SPLICING COMPANY, LLC

LOCATING, INC.
 NEOCOM SOLUTIONS, INC.

NEOCOM SOLUTIONS HOLDINGS, LLC
 NICHOLS
CONSTRUCTION, LLC
 NIELS FUGAL SONS COMPANY, LLC
 NIELS FUGAL SONS COMPANY OF CALIFORNIA, INC.
 NORTH SKY COMMUNICATIONS, INC.

PARKSIDE SITE & UTILITY COMPANY CORPORATION
 PARKSIDE UTILITY CONSTRUCTION, LLC
 PAULEY CONSTRUCTION INC.

PBG ACQUISITION III, LLC

POINT TO POINT COMMUNICATIONS, INC.
 PRECISION VALLEY COMMUNICATIONS OF VERMONT, LLC
 PRINCE TELECOM, LLC

PRINCE TELECOM OF CALIFORNIA, INC.
 RJE TELECOM,
LLC 
 RJE TELECOM OF CALIFORNIA, INC.

PROFESSIONAL TELECONCEPTS, INC.
 PROFESSIONAL
TELECONCEPTS, INC.
 SPALJ CONSTRUCTION COMPANY
 SPECTRUM WIRELESS SOLUTIONS, INC.
 STAR CONSTRUCTION, LLC

STEVENS COMMUNICATIONS, LLC
 S.T.S.,
LLC
 TCS COMMUNICATIONS, LLC
 TESINC,
LLC
 TESINC OF CALIFORNIA, INC.

TJADER, L.L.C.
 TRAWICK CONSTRUCTION COMPANY,
INC.
 TRIPLE-D COMMUNICATIONS, LLC
 U G
T I
 UNDERGROUND SPECIALTIES, LLC

UTILIQUEST, LLC

WHITE MOUNTAIN CABLE CONSTRUCTION, LLC
 VCI CONSTRUCTION, INC.
 VCI UTILITY SERVICES, INC.

		
	By:	 	/s/ H. Andrew DeFerrari
		 	 Name: H. Andrew DeFerrari

Title:   Treasurer



 Signature Page to Third Supplemental Indenture 







 
			
	MIDTOWN EXPRESS, LLC
		
	By:	 	/s/ William P. Healy
		 	Name: William P. Healy
		 	Title:   President


  

			
	OSP SERVICES, LLC
		
	By:	 	/s/ Marvin M. Glaser
		 	Name: Marvin M. Glaser
		 	Title:   President


 Signature Page to Third Supplemental Indenture 







 
			
	 U.S. BANK NATIONAL ASSOCIATION,
 as Trustee

		
	By:	 	/s/ Terence T. Rawlins
		 	Authorized Signatory


 Signature Page to Third Supplemental Indenture