FOURTH MODIFICATION OF CREDIT AGREEMENT
THIS FOURTH MODIFICATION OF CREDIT AGREEMENT (the "Modifica-
tion") is entered into as of the 31st day of July, 1995 by and
between DYCOM INDUSTRIES INC., a Florida corporation ("Borrower")
and FIRST UNION NATIONAL BANK OF FLORIDA, a National Banking
Association ("Lender").
W I T N E S S E T H:
WHEREAS, Borrower and Lender entered into a certain Credit
Agreement dated as of April 28, 1993, which was amended by First
Modification dated December 13, 1993 and by Second Modification
dated April 7, 1994 and by Third Modification dated November 30,
1994 (as amended, the "Credit Agreement"); and
WHEREAS, Borrower has requested that Lender amend the Credit
Agreement to modify the financial covenant contained in Section
9.03; and
WHEREAS, Lender is willing to amend the Credit Agreement as
more particularly set forth herein.
NOW THEREFORE, for good and valuable considerations, the
receipt of which is hereby acknowledged, the parties do hereby
modify the Credit Agreement, as follows:
1. Section 9.03, Current Ratio is modified to provide that
Borrower shall not permit the ratio of Consolidated Current Assets
to Consolidated Current Liabilities (the "Current Ratio") to be
less than 1.29:1.0 at any time.
2. Except as expressly modified herein, the Credit Agreement
as previously amended is hereby reaffirmed in its entirety.
DYCOM INDUSTRIES INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
____________________________
Its: Chairman and CEO
____________________________
Agreed:
FIRST UNION NATIONAL BANK
OF FLORIDA
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
____________________________
Its: Vice President
MIA95 228.1 - FAM
CONSENT BY GUARANTORS
THIS CONSENT BY GUARANTORS is executed as of the 31st day of
July, 1995 by the following corporations:
a. Advance Leasing of Guilford, Inc., a Florida
corporation
b. Ansco & Associates, Inc., a Florida corporation
c. Coastal Plains, Inc., a Georgia corporation
d. Fiber Cable, Inc., a Delaware corporation
e. Globe Communications, Inc., a North Carolina
corporation
▇. ▇▇▇ ▇. ▇▇▇▇▇ Company, a Florida corporation
▇. ▇▇▇▇▇▇ Construction Company, Inc., a Florida
corporation
h. Prime Utility Contractors, Inc., an Alabama
corporation
I. Signal Construction Company, Inc., a Florida
corporation
j. Southeastern Electric Construction, Inc., a Florida
corporation
k. Star Construction, Inc., a Tennessee corporation
l. S.T.S., Inc., a Florida corporation
m. TESINC, an Arizona corporation
(collectively the "Guarantors"), in favor of FIRST UNION NATIONAL
BANK OF FLORIDA (the "Lender").
W I T N E S S E T H:
WHEREAS, as of April 28, 1993, the Guarantors executed
Guaranty Agreements in favor of Lender pertaining to the Credit
Agreement and the Loan Documents referenced therein executed by
Dycom Industries Inc., a Florida corporation ("Borrower") and
Lender; and
WHEREAS, the Credit Agreement was modified by First Amendment
dated December 13, 1993 and by Second Modification dated April 7,
1994, and by Third Amendment dated November 30, 1994; and
WHEREAS, Borrower has requested that Lender execute and
deliver and a Fourth Modification of Credit Agreement; and
WHEREAS, as a pre-condition to executing the Fourth
Modification of Credit Agreement, Lender has required that the
Guarantors consent to the Fourth Modification of Credit Agreement;
and
WHEREAS, it is to the benefit of Guarantors that Lender
consent and execute the Fourth Modification of Credit Agreement.
NOW THEREFORE, for good and valuable considerations, the
receipt of which is hereby acknowledged, the Guarantors hereby
agree as follows:
1. The Guarantors do hereby consent and agree to the terms
and conditions of the Fourth Modification of Credit Agreement, a
copy of which is attached hereto as Exhibit "A" and incorporated by
reference herein. Guarantors agree that the Guaranty Agreements
previously executed by Guarantors shall remain in full force and
effect and that the obligations of the Borrower under the Credit
Agreement shall be modified by the Fourth Modification of Credit
Agreement.
2. Guarantors do hereby reaffirm in full their respective
Guaranties.
IN WITNESS WHEREOF, this document has been duly executed as of
the day and year first set forth above.
Advance Leasing of Guilford, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_______________________________
Its: Vice President
_______________________________
Ansco & Associates, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_______________________________
Its: Vice President
_______________________________
Coastal Plains, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_______________________________
Its: Vice President
_______________________________
Fiber Cable, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_______________________________
Its: Vice President
_______________________________
Globe Communications, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_______________________________
Its: Vice President
_______________________________
▇▇▇ ▇. ▇▇▇▇▇ Company
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_______________________________
Its: Vice President
_______________________________
Kohler Construction Company, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_______________________________
Its: Vice President
_______________________________
Prime Utility Contractors, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_______________________________
Its: Vice President
_______________________________
Signal Construction Company, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_______________________________
Its: Vice President
_______________________________
Southeastern Electric Construction,
Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_______________________________
Its: Vice President
_______________________________
Star Construction, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_______________________________
Its: Vice President
_______________________________
S.T.S., Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_______________________________
Its: Vice President
_______________________________
TESINC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_______________________________
Its: Vice President
_______________________________
MIA95 224.1 - FAM