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EXHIBIT 10
AMENDMENT TWO TO SECOND AMENDED AND RESTATED CREDIT
FACILITY AGREEMENT DATED AS OF APRIL 27, 1999
WHEREAS, Dresdner Bank Lateinamerika Aktiengesellschaft, Miami Agency
as Agent and Lender, and First Union National Bank, Bank of America, NA,
Wachovia Bank, N.A., Bank Leumi USA, Banque Sudameris, Miami Agency, and Israel
Discount Bank Limited, Miami Agency, as Lenders, and Dycom Industries, Inc., as
Borrower, are parties to the Second Amended and Restated Credit Facility
Agreement dated 27 April 1999 and an Amendment to Second Amended and Restated
Credit Facility Agreement dated as of the 7th day of July, 2000 ("Amendment
One") (collectively, the "Agreement"); and
WHEREAS, the parties have agreed to further modification of the
Agreement;
NOW, THEREFORE, in consideration of the mutual promises and good and
valuable consideration, the sufficiency of which is hereby agreed, the parties
agree as follows:
1. Section 2.02 (C) is hereby amended to read as follows:
"(C) INTEREST RATE. Interest with respect to each
Advance under the "B" Line of Credit shall accrue and be paid
on the unpaid principal balance from time to time outstanding
at one of the following rates elected by Borrower in the
relevant Request for Advance:
(1) the thirty (30), sixty (60), ninety (90) or one hundred
eighty (180) day LIBOR rate effective on the date of such
Advance according to the term for which the relevant Advance
is requested, plus one and one-eighth of one percent (1.125%)
per annum; or
(2) the Prime Rate minus one and one-fourth of one per cent
(1.250%) per annum, to change with each change in the Prime
Rate.
Interest based on the Prime Rate shall be computed on the
basis of a year of 365 or 366 days, as the case may be.
Interest based on LIBOR shall be computed on the basis of a
360-day year in each case for the actual number of days
elapsed (i.e., 1/360 of a full year's interest shall accrue
for each day any LIBOR based Advance is outstanding) and shall
be due quarterly (or, if earlier, at maturity) and payable in
arrears. Said interest rate shall never exceed the maximum
rate allowed, from time to time, by law."
2. Section 2.03 (C) of the Agreement is hereby amended to read
as follows:
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"(C) INTEREST RATE. Interest on the "C" Term Loan
shall accrue and be paid on the unpaid principal balance from
time to time outstanding at one of the following rates elected
by Borrower on the Closing Date:
(1) the thirty (30), sixty (60), ninety (90) or one hundred
eighty (180) day LIBOR rate effective on the Closing Date
applicable to the thirty (30), sixty (60), ninety (90) or one
hundred eighty (180) day initial Interest Period selected by
Borrower, plus one and five-eighths of one per cent (1.625%)
per annum, to change in accordance with the LIBOR Rate
applicable to each relevant Interest Period elected by
Borrower thereafter, provided, however, that, if at the end of
any relevant Interest Period Borrower shall not make such an
election on a timely basis, then the one hundred eighty (180)
day rate shall be applicable; or
(2) the Prime Rate minus five-eighths of one per cent (0.625%)
per annum, to change with each change in the Prime Rate.
Interest based on the Prime Rate shall be computed on the
basis of a year of 365 or 366 days, as the case may be.
Interest based on LIBOR shall be computed on the basis of a
360-day year in each case for the actual number of days
elapsed (i.e., 1/360 of a full year's interest shall accrue
for each day any LIBOR based Advance is outstanding) and shall
be due quarterly (or, if earlier, at maturity) and payable in
arrears. Said interest rate shall never exceed the maximum
rate allowed, from time to time, by law."
3. Section 2.04 (C) of the Agreement is hereby amended to read as
follows:
"(C) INTEREST RATE. Interest with respect to each
Advance under the "D" Line of Credit shall accrue and be paid
on the unpaid principal balance of each Advance from time to
time outstanding at one of the following rates elected by
Borrower in the relevant Request for Advance:
(1) the thirty (30), sixty (60), ninety (90) or one hundred
eighty (180) day LIBOR rate effective on the Closing Date
applicable to the thirty (30), sixty (60), ninety (90) or one
hundred eighty (180) day initial Interest Period elected by
Borrower, plus one and three-eighths of one per cent (1.375%)
per annum, to change in accordance with the LIBOR Rate
applicable to each relevant Interest Period elected by
Borrower thereafter, provided, however, that if, at the end of
any relevant Interest Period Borrower shall not make such an
election on a timely basis, then the one hundred eighty (180)
day rate shall be applicable; or
(2) the Prime Rate in effect, from time to time, minus
seven-eighths of one per cent (0.875%) per annum, to change
with each change in the Prime Rate.
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Interest based on the Prime Rate shall be computed on the
basis of a year of 365 or 366 days, as the case may be.
Interest based on LIBOR shall be computed on the basis of a
360-day year in each case for the actual number of days
elapsed (i.e., 1/360 of a full year's interest shall accrue
for each day any LIBOR based Advance is outstanding) and shall
be due monthly (or, if earlier, at maturity) and payable in
arrears. Such interest rate shall never exceed the maximum
rate allowed, from time to time, by law."
4. Section 4.01 of the Agreement is hereby amended to read as
follows:
"4.01 RELEASE OF AND RIGHT TO REQUIRE, COLLATERAL. Borrower
and each Guarantor confirms the prior grant to Lenders under
the Agreement, a Lien on and security interest in the
following property belonging to each of them (the
"Collateral") as security for the payment of the Obligations
whether now existing or hereafter arising and the performance
by Borrower and each Guarantor of its obligations under this
Agreement and any Hedging Instrument entered into from time to
time:
(A) All machinery, equipment, vehicles,
vessels, aircraft, fixtures, buildings, appliances, furniture
and other tangible assets, now owned or hereafter acquired and
wherever located.
(B) All inventory now owned or hereafter
acquired and products and proceeds t thereof.
(C) All accounts, contract rights and
accounts receivable, now or hereafter in existence and all
proceeds thereof, and all returned or repossessed goods
arising from or relating to any of the said accounts or
rights.
(D) All instruments, documents, chattel
paper and general intangibles, rights in trademarks, trade
names, patents, copyrights and licenses now owned or hereafter
acquired or arising.
(E) All cash or non-cash proceeds of any of
the foregoing, including insurance proceeds.
(F) All ledger sheets, files, records,
documents, and instruments (including, but not limited to,
computer programs, tapes and related electronic data
processing software) evidencing an interest or relating to the
above, and all products or proceeds of the above.
(G) All substitutes, and replacements for,
accessions, attachments, and other additions to, and tools,
parts, and equipment used in connection with any of the above,
and all products and proceeds of the above.
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Such security interest was evidenced by appropriate security
agreements or amendments to such security agreements,
mortgages, trust deeds or other instruments in such form as
was required by law and was perfected in all appropriate
jurisdictions. By its execution of this Amendment Two to the
Agreement, Lenders agree to release the Collateral from the
Lien of the aforementioned Security Agreements and to execute
such releases and termination statements and file in the
appropriate jurisdictions, as to evidence that release,
provided, however, that Borrower and each Guarantor shall
covenant and agree not to encumber the Collateral without the
written approval of Agent. Notwithstanding, in the event of
the occurrence of an Event of Default under this Agreement, as
here amended, Agent and Lenders reserve the right, but shall
not have the obligation, to require that Borrower and any or
all of Guarantors grant a first perfected security interest in
the Collateral for repayment of the Second Amended Facility.
The Collateral, if required, together with all of Borrower's
other property or the property of any Guarantor of any kind
held by any Lenders, shall stand as one general, continuing
collateral security for all Obligations, and such continuing
security interest may be retained by Lenders until all
Obligations have been satisfied in full. "
5. Except as herein modified and amended, the Agreement and Amendment
One remain in full force and effect.
6. The Borrower represents and warrants that it has no cause of action
or claim against the Agent or the Lenders as of the date of this Amendment, and
further waives any claim or cause of action against the Agent or the Lenders
that may have arisen as of the date of this Amendment. Borrower further
acknowledges and agrees that it neither has, nor has had, any defenses,
counterclaims, or setoffs or any rights therefor to its obligations under the
Second Amended and Restated Credit Facility Agreement or any loan documents.
7. All parties agree that this Amendment Two will be treated as duly
executed upon exchange of fax signatures.
[SIGNATURES APPEAR ON THE FOLLOWING PAGES]
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IN WITNESS WHEREOF, the parties have executed this Amendment Two to the
Second Amended and Restated Credit Facility Agreement dated as of April 27, 1999
on this 12th day of December, 2000:
Borrower:
Dycom Industries, Inc.
By: /s/ RICHARD L. DUNN
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Name: RICHARD L. DUNN
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Title: SENIOR VICE PRESIDENT
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Lender:
Dresdner Bank Lateinamerika AG
(also as Agent)
By: /s/ ALAN HILLS
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Name: ALAN HILLS
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Title: VICE PRESIDENT
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By: /s/ FRANK HUTHNANCE
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Name: FRANK HUTHNANCE
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Title: VICE PRESIDENT
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Lender:
Bank Leumi USA, A New York Banking Corporation
By: /s/ PAUL TINE
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Name: PAUL TINE
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Title: VICE PRESIDENT
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By: /s/ JOHN KOENIGSBERG
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Name: JOHN KOENIGSBERG
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Title: FIRST VICE PRESIDENT
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Lender:
BANQUE SUDAMERIS, MIAMI AGENCE
By: /s/ EFRAIN C. LOPEZ
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Name: EFRAIN C. LOPEZ
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Title: ASSISTANT VICE PRESIDENT
By: /s/ HUBERT DE LA FELD
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Name: HUBERT DE LA FELD
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Title: SENIOR VICE PRESIDENT
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Lender:
BANK OF AMERICA
By: /s/ ANDREW M. AIRHEART
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Name: ANDREW M. AIRHEART
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Title: MANAGING DIRECTOR
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Lender:
WACHOVIA BANK, N.A.
By: /s/ TAD LITTLE
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Name: TAD LITTLE
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Title: VICE PRESIDENT
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Lender:
ISRAEL DISCOUNT BANK LIMITED, MIAMI AGENCY
By: /s/ STEPHEN J. JEZIOROWSKI
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Name: STEPHEN J. JEZIOROWSKI
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Title: ASSISTANT VICE PRESIDENT
By: /s/ DAVID KEINAN
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Name: DAVID KEINAN
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Title: SENIOR VICE PRESIDENT
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Lender:
FIRST UNION NATIONAL BANK
By: /s/ MARY A. MORGAN
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Name: MARY A. MORGAN
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Title: SENIOR VICE PRESIDENT
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