Contract
Exhibit 4.1
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 12, 2012, among Blair Park Services, LLC, a Delaware limited liability company, CCLC, Inc., a Delaware corporation, CMI Services, Inc., a Florida corporation, E A Technical Services, Inc., a Georgia corporation, Engineering Associates, Inc., a Georgia corporation, Global Enercom Management, Inc., a Delaware corporation, Golden State Utility Co., a Delaware corporation, InfraSource Telecommunication Services, LLC, a Delaware limited liability company, North Sky Communications, Inc., a Delaware corporation, Parkside Site & Utility Company Corporation, a Delaware corporation, Parkside Utility Construction Corp., a Delaware corporation, Xxxxxx Construction Inc., an Arizona corporation, Professional Teleconcepts, Inc., an Illinois corporation, Professional Teleconcepts, Inc., a New York corporation, Quanta Wireless Solutions, Inc., a Delaware corporation, Spalj Construction Company, a Delaware corporation, Xxxxxx, L.L.C., a Delaware corporation, Xxxxxxx Construction Company, Inc., a Florida corporation, VCI Construction, Inc., a Delaware corporation, VCI Utility Services, Inc., a Delaware corporation, Kanaan Communications, LLC, a Delaware limited liability company, and PBG Acquisition III, LLC, a Delaware limited liability company (each, a “Guaranteeing Subsidiary”), each, 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”).
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.
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3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of any Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or such 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.
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 applicable Guaranteeing Subsidiary and the Company.
[SIGNATURE PAGES FOLLOW]
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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.
BLAIR PARK SERVICES, LLC | ||
CCLC, INC. | ||
CMI SERVICES, INC. | ||
E A TECHNICAL SERVICES, INC. | ||
ENGINEERING ASSOCIATES, INC. | ||
GLOBAL ENERCOM MANAGEMENT, INC. | ||
GOLDEN STATE UTILITY CO. | ||
INFRASOURCE TELECOMMUNICATION SERVICES, LLC | ||
NORTH SKY COMMUNICATIONS, INC. | ||
PARKSIDE SITE & UTILITY COMPANY CORPORATION | ||
PARKSIDE UTILITY CONSTRUCTION CORP. XXXXXX CONSTRUCTION INC. | ||
PROFESSIONAL TELECONCEPTS, INC. | ||
PROFESSIONAL TELECONCEPTS, INC. | ||
QUANTA WIRELESS SOLUTIONS, INC. | ||
SPALJ CONSTRUCTION COMPANY | ||
XXXXXX, L.L.C. | ||
XXXXXXX CONSTRUCTION COMPANY, INC. | ||
VCI CONSTRUCTION, INC. | ||
VCI UTILITY SERVICES, INC. | ||
KANAAN COMMUNICATIONS, LLC | ||
PBG ACQUISITION III, LLC | ||
By: | /s/ H. Xxxxxx XxXxxxxxx | |
Name: H. Xxxxxx XxXxxxxxx | ||
Title: Treasurer |
Signature Page to Second Supplemental Indenture
DYCOM INVESTMENTS, INC. | ||
By: | /s/ H. Xxxxxx XxXxxxxxx | |
Name: H. Xxxxxx XxXxxxxxx | ||
Title: Treasurer |
Signature Page to Second Supplemental Indenture
ANSCO & ASSOCIATES, LLC |
APEX DIGITAL, 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 |
CERTUSVIEW LEASING, LLC |
COMMUNICATION SERVICES, LLC |
COMMUNICATIONS CONSTRUCTION GROUP, LLC |
DYCOM CAPITAL MANAGEMENT, INC. |
DYCOM CORPORATE IDENTITY, LLC |
DYCOM IDENTITY, LLC |
XXXXX CABLE CONSTRUCTION, LLC |
GLOBE COMMUNICATIONS, LLC |
INSTALLATION TECHNICIANS, LLC |
XXX X. XXXXX COMPANY, LLC |
XXXXXXX’X CABLE SPLICING COMPANY, LLC |
LOCATING, INC. |
NEOCOM SOLUTIONS, INC. |
NEOCOM SOLUTIONS HOLDINGS, LLC |
XXXXXXX CONSTRUCTION, LLC |
XXXXX XXXXX SONS COMPANY, LLC |
XXXXX XXXXX SONS COMPANY OF CALIFORNIA, INC. |
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. |
STAR CONSTRUCTION, LLC |
XXXXXXX COMMUNICATIONS, LLC |
S.T.S., LLC |
TCS COMMUNICATIONS, LLC |
TESINC, LLC |
TESINC OF CALIFORNIA, INC. |
TRIPLE-D COMMUNICATIONS, LLC |
U G T I |
UNDERGROUND SPECIALTIES, LLC |
UTILIQUEST, LLC | ||
WHITE MOUNTAIN CABLE CONSTRUCTION, LLC | ||
By: | /s/ H. Xxxxxx XxXxxxxxx | |
Name: | H. Xxxxxx XxXxxxxxx | |
Title: | Treasurer |
Signature Page to Second Supplemental Indenture
MIDTOWN EXPRESS, LLC | ||
By: | /s/ Xxxxxxx X. Xxxxx | |
Name: Xxxxxxx X. Xxxxx | ||
Title: President | ||
OSP SERVICES, LLC | ||
By: | /s/ Xxxxxx X. Xxxxxx | |
Name: Xxxxxx X. Xxxxxx | ||
Title: President |
Signature Page to Second Supplemental Indenture
DYCOM INDUSTRIES, INC. | ||||
By: | /s/ H. Xxxxxx XxXxxxxxx | |||
Name: | H. Xxxxxx XxXxxxxxx | |||
Title: | Senior Vice President and | |||
Chief Financial Officer |
Signature Page to Second Supplemental Indenture
U.S. BANK NATIONAL ASSOCIATION, | ||
as Trustee | ||
By: | /s/ Xxxxxxx X. Xxxxxxx | |
Authorized Signatory |
Signature Page to Second Supplemental Indenture