UniTek Global Services 8K Entry into a Material Definitive Agreement

On February 28, 2007 (the “Closing Date”), our wholly-owned subsidiary BCI Communications, Inc. (“BCI”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Digital Communication Services, Inc., a Texas corporation (“Digitcom”), J&J Leasing Partnership, a Texas general partnership (“J&J”) and the shareholders of Digitcom (the “Digitcom Shareholders”) for the purchase of substantially all of the assets of Digitcom and assumed certain liabilities of Digitcom, as more fully described below in “Item 2.01 - Completion of Acquisition or Disposition of Assets.” Digitcom, J&J and the Digitcom Shareholders are collectively referred to herein as the “Sellers.”

Item 2.01. Completion of Acquisition or Disposition of Assets.

In exchange for the Purchased Assets on the Closing Date, among other things:

BCI executed a limited recourse promissory note in the aggregate principal amount of $1,750,000 (the “Note”) to J&J. The Note bears interest at the rate of 8.25% per annum and is due and payable quarterly for a three year period ending on the third anniversary of the Closing Date. The Note is secured by land and buildings purchased from J&J evidenced by a Deed of Trust made for the benefit of J&J (the “Deed of Trust”);

In addition to the foregoing, BCI agreed to pay the Digitcom Shareholders an additional $1,000,000 in three annual installments of $333,333.33 (each, a “Contingent Purchase Price Payment”) if the following conditions are met:

For purposes of determining whether the Digitcom Shareholders have earned a Contingent Purchase Price Payment, the operating results for the Texas Business will be measured for the twelve month periods ending on February 29, 2008, February 28, 2009 and February 28, 2010, respectively (each, a “Measurement Period”). If the Digitcom Shareholders earn a Contingent Purchase Price Payment in any period, BCI is obligated to make such payment to the Digitcom Shareholders within thirty days of the end of the applicable Measurement Period .

BCI and the Sellers have made representations and warranties to each other such as are customary in asset purchase agreements. Most of the representations and warranties of the Sellers will survive until the third anniversary of the Closing Date. The Sellers agreed to indemnify BCI, its subsidiaries, affiliates and their respective officers, directors, employees and agents (collectively, the “Purchaser’s Indemnified Persons”) against losses and damages incurred by any such Puchaser’s Indemnified Person (a) as a result of any breach by a Seller of the representations and warranties, covenants or agreements made by such Seller in the Asset Purchase Agreement, except for certain tax representations, or (b) related to any of the Assumed Liabilities. The Sellers are not liable for any indemnification claim for breach of the representations, warranties, covenants and agreements until the aggregate damages that BCI would otherwise be entitled to claim exceeds $25,000 and then only to the extent such damages exceed $25,000. The Sellers will not be liable to indemnify damages for more than an amount that exceeds the aggregate amount of all payments received by the Sellers pursuant to the Asset Purchase Agreement. In addition to the indemnification obligations described herein, the Sellers specifically indemnified BCI for certain tax liabilities. BCI agreed to indemnify the Sellers, their subsidiaries, affiliates and each of their respective officers, directors, employees and agents (collectively, the “Seller Indemnified Persons”) against losses and damages incurred by any such Seller Indemnified Person (a) as a result of any breach by BCI of the representations and warranties, covenants or agreements made by BCI in the Asset Purchase Agreement, or (b) related to any of the Assumed Liabilities.

Interest. The outstanding principal amount of the Note initially bears interest at a rate of eight and one-quarter percent (8.25%) per annum (“Regular Interest”). Any amount that is not paid when due, including, without limitation, principal or interest, bears interest at a rate of Prime Interest Rate plus two percent (2%) per annum (“Default Interest”) from the due date of such payment until it is paid. Regular Interest is computed on the basis of a 360-day year and actual days elapsed.

In connection with the Asset Purchase Agreement and the Note, BCI granted a Deed of Trust, dated as of even date with the Asset Purchase Agreement, to J&J pursuant to which BCI granted a general security interest in certain property and buildings purchased by BCI under the Asset Purchase Agreement.

On February 15, 2007, in connection with the Asset Purchase Agreement described under the heading, “Item 2.01 - Completion of Acquisition or Disposition of Assets” above, we agreed to issue the Warrant. The Warrant has a term of exercise expiring February 28, 2010. The number of shares issuable upon exercise and the per share exercise price of the Warrant is subject to adjustment in the case of, among other things, any stock dividend, stock split, combination, capital reorganization, reclassification or merger or consolidation. Subject to limited exceptions, the exercise price and the number of shares of common stock for which the Warrant is exercisable is also subject to adjustment if we declare a dividend on the Common Stock payable in shares of our capital stock, subdivide the Common Stock or combine the outstanding Common Stock into a smaller number of shares. Upon the occurrence of such an event, the exercise price and the number of shares of Common Stock for which the Warrant is exercisable will be adjusted in accordance with a formula described in the Warrant. The Warrant is exercisable at any time prior to its expiration date by delivering the Warrant to the Company, together with a completed election to purchase and the full payment of the exercise price.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On March 1, 2007, we entered into a Separation Agreement and General Release (the “Separation Agreement”) with Patrick G. Mackey, Principal Accounting Officer and Senior Vice President of Berliner Communications, Inc. and BCI Communications, Inc. providing for the termination of Mr. Mackey as an officer of both companies effective on March 1, 2007, and his termination as an employee on Friday, June 29, 2007 (the “Termination Date”). Under the terms of the Separation Agreement, we agreed to continue to pay Mr. Mackey his annual compensation in accordance with our regular payroll practices for the four-month period ending on the Termination Date. Mr. Mackey will also continue to receive all benefits until the Termination Date and may elect to continue receiving benefits for a certain period after termination. The Separation Agreement also contains customary provisions relating to confidentiality, non-disclosure, non-competition and non-solicitation.

Item 9.01 Financial Statements and Exhibits.

	4.1	Common Stock Purchase Warrant, dated as of February 28, 2007, issued by Berliner Communications, Inc. to Digital Communication Services, Inc.

	10.1	Asset Purchase Agreement, dated as of February 28, 2007, by and among Digital Communication Services, Inc., the Shareholders of Digital Communication Services, Inc. and J&J Leasing Partnership, and BCI Communications, Inc.

	10.2	Limited Recourse Promissory Note, dated as of February 28, 2007, issued by BCI Communications, Inc. to J&J Leasing Partnership.

	10.3	Deed of Trust, dated as of February 28, 2007, granted by BCI Communications, Inc. to J&J Leasing Partnership.

	99.1	Press Release of Berliner Communications, Inc, dated March 1, 2007.

Delaware (State or Other Jurisdiction of Incorporation)	000-28579 (Commission File Number)		75-2233445 (IRS Employer Identification No.)

20 Bushes Lane Elmwood Park, New Jersey (Address of Principal Executive Offices)		07407 (Zip Code)


	BERLINER COMMUNICATIONS, INC.

Date: March 6, 2007	By:	/s/ Richard Berliner
		Name: Richard Berliner
		Title: Chief Executive Officer

UniTek Global Services (UNTK) Inactive 8-KEntry into a Material Definitive Agreement