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EXHIBIT 99
SIXTH MODIFICATION OF CREDIT AGREEMENT
THIS SIXTH MODIFICATION OF CREDIT AGREEMENT (the
"Modification") is entered into as of the 30th day of November,
1996 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, and by Fourth Modification dated July 31, 1995, and by Fifth
Modification dated November 30, 1995 (as amended, the "Credit
Agreement"); and
WHEREAS, Borrower has requested that Lender amend the Credit
Agreement to (i) extend and modify the Standby Letter of Credit
Facility referenced in Section 4; and (ii) extend and modify the
Equipment Acquisition Facility referenced in Section 5;
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. Standby Letter of Credit Facility. The expiration date
of the Standby Letter of Credit Facility referenced in Section 4 of
the Credit Agreement is hereby extended to February 28, 1997.
Accordingly, Section 4.01 of the Credit Agreement as previously
modified is modified by inserting therein the date "February 28,
1997." Sections 4.02 and 4.06 of the Credit Agreement as
previously modified are amended by inserting therein the date of
"February 28, 1997."
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2. Equipment Acquisition Facility.
(a) Expiration. The expiration date of the Equipment
Acquisition Facility referenced in Section 5 of the Credit
Agreement as previously modified is hereby extended to February 28,
1997. Accordingly, paragraph 5.01 of the Credit Agreement as
previously modified is amended to insert the date "February 28,
1997."
(b) Term. The maximum term of any Equipment Acquisition
Advance is four years or February 28, 2001, whichever occurs first.
The principal of each Equipment Acquisition Advance shall be
payable in equal quarterly installments with the Borrower selecting
a term of either one, two, three or four years from the date of the
Advance, provided that in any event the final quarterly payment
cannot be due later than February 28, 2001. Accrued interest shall
be payable quarterly as specified in Section 5 of the Credit
Agreement.
3. Except as expressly modified herein, the Credit Agreement
as previously amended is hereby reaffirmed in its entirety.
DYCOM INDUSTRIES INC.
By: /s/ Thomas R. Pledger
_________________________________
Its: Chairman and CEO
Agreed:
FIRST UNION NATIONAL BANK
OF FLORIDA
By: /s/ Robert D. Bridges
__________________________________
Its: Sr. Vice President
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CONSENT BY GUARANTORS
THIS CONSENT BY GUARANTORS is executed as of the 30th day of
November, 1996 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
f. Ivy H. Smith Company, a Florida corporation
g. Kohler 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, Inc., 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, Second Amendment dated April 7, 1994,
Third Amendment dated November 30, l994, Fourth Modification dated
July 31, 1995, and Fifth Amendment dated November 30, 1995; and
WHEREAS, Borrower has requested that Lender execute and
deliver a Sixth Modification of Credit Agreement; and
WHEREAS, as a pre-condition to executing the Sixth
Modification of Credit Agreement, Lender has required that the
Guarantors consent to the Sixth Modification of Credit Agreement;
and
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WHEREAS, it is to the benefit of Guarantors that Lender
consent and execute the Sixth 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 Sixth 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 shall apply to all advances under the Sixth 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/ Thomas R. Pleder
_______________________________
Its:Vice President
Ansco & Associates, Inc.
By: /s/ Thomas R. Pleder
_______________________________
Its:Vice President
Coastal Plains, Inc.
By: /s/ Thomas R. Pleder
_______________________________
Its:Vice President
Fiber Cable, Inc.
By: /s/ Thomas R. Pleder
_______________________________
Its:Vice President
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Globe Communications, Inc.
By: /s/ Thomas R. Pleder
_______________________________
Its:Vice President
Ivy H. Smith Company
By: /s/ Thomas R. Pleder
_______________________________
Its:Vice President
Kohler Construction Company, Inc.
By: /s/ Thomas R. Pleder
_______________________________
Its:Vice President
Prime Utility Contractors, Inc.
By: /s/ Thomas R. Pleder
_______________________________
Its:Vice President
Signal Construction Company, Inc.
By: /s/ Thomas R. Pleder
_______________________________
Its:Vice President
Southeastern Electric Construction,
Inc.
By: /s/ Thomas R. Pleder
_______________________________
Its:Vice President
Star Construction, Inc.
By: /s/ Thomas R. Pleder
_______________________________
Its:Vice President
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S.T.S., Inc.
By: /s/ Thomas R. Pleder
_______________________________
Its:Vice President
TESINC, Inc.
By: /s/ Thomas R. Pleder
_______________________________
Its:Vice President