DY Q1 FY 2015 10Q EX 4.1




Exhibit 4.1


SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 24, 2014, among Hewitt Power & Communications, Inc., a Florida corporation (the “Guaranteeing Subsidiary”), a subsidiary of Dycom Investments, Inc., a Delaware corporation (the “Company”), the Company, the other 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 other Guarantors have heretofore executed and delivered to the Trustee an indenture, dated as of January 21, 2011 (the “Indenture”), providing for the issuance of 7.125% Senior Subordinated Notes due 2021 (the “Notes”); 
WHEREAS, the Indenture provides that under certain circumstances a Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); 
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 Guaranteeing Subsidiary 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.    AGREEMENT TO GUARANTEE.  The Guaranteeing Subsidiary hereby, jointly and severally, agrees to unconditionally guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 11 thereof.


3.    NO RECOURSE AGAINST OTHERS.  No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or the Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of the Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  Such waiver may not be effective to waive liabilities 







under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.


4.    NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.


5.    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.


6.    EFFECT OF HEADINGS.  The Section headings herein are for convenience only and shall not affect the construction hereof.


7.    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 Guaranteeing Subsidiary and the Company.


[SIGNATURE PAGES FOLLOW]

Signature Page to Sixth Supplemental Indenture








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.
	
			
	HEWITT POWER & COMMUNICATIONS, INC.

	 
	

	


	By:
	/s/ H. Andrew DeFerrari

	 
	Name: H. Andrew DeFerrari

	 
	Title:   Treasurer





Signature Page to Sixth Supplemental Indenture








	
			
	DYCOM INVESTMENTS, INC.

	 
	

	


	By:
	/s/ H. Andrew DeFerrari

	 
	Name: H. Andrew DeFerrari

	 
	Title:   Treasurer





Signature Page to Sixth Supplemental Indenture








	
			
	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, LLC

	CABLECOM OF CALIFORNIA, INC.

	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

	E A TECHNICAL SERVICES, INC.

	ENGINEERING ASSOCIATES, INC.

	ERVIN CABLE CONSTRUCTION, LLC

	GLOBE COMMUNICATIONS, LLC

	GOLDEN STATE UTILITY CO.

	INSTALLATION TECHNICIANS, LLC

	IVY H. SMITH COMPANY, LLC

	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.

	PROFESSIONAL TELECONCEPTS, INC.

	PROFESSIONAL TELECONCEPTS, INC.

	 





Signature Page to Sixth Supplemental Indenture








	
			
	RJE TELECOM, LLC

	SAGE TELECOMMUNICATIONS CORP. OF COLORADO, LLC

	SPALJ CONSTRUCTION COMPANY

	SPECTRUM WIRELESS SOLUTIONS, INC.

	STAR CONSTRUCTION, LLC

	STEVENS COMMUNICATIONS, LLC

	S.T.S., LLC

	TCS COMMUNICATIONS, LLC

	TESINC, LLC

	TJADER, L.l.C.

	TRAWICK CONSTRUCTION COMPANY, INC.

	TRIPLE-D COMMUNICATIONS, LLC

	U G T I

	UNDERGROUND SPECIALTIES, LLC

	UTILIQUEST, LLC

	VCI CONSTRUCTION, INC.

	VCI UTILITY SERVICES HOLDINGS, LLC

	WATTS BROTHERS CABLE CONSTRUCTION, INC.

	WHITE MOUNTAIN CABLE CONSTRUCTION, LLC

	 
	 
	 

	 
	 
	 

	By:
	/s/ H. Andrew DeFerrari
	 

	 
	Name: H. Andrew DeFerrari
	 

	 
	Title:   Treasurer
	 





Signature Page to Sixth 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
	 






	
			
	VCI UTILITY SERVICES, INC.

	

	

	 

	By:
	/s/ Frank G. Madera
	 

	

	Name: Frank G. Madera
	 

	

	Title:   President
	 





Signature Page to Sixth Supplemental Indenture








	
			
	DYCOM INDUSTRIES, INC.

	 
	 
	 

	By:
	/s/ H. Andrew DeFerrari

	 
	Name: H. Andrew DeFerrari

	 
	Title:   Senior Vice President and Chief Financial Officer  





Signature Page to Sixth Supplemental Indenture








	
			
	U.S. BANK NATIONAL ASSOCIATION, as Trustee

	 
	 
	 

	By:
	/s/ Terence Rawlins

	 
	Authorized Signatory







Signature Page to Sixth Supplemental Indenture