EX-4.6 2 g98317a3exv4w6.htm SUPPLEMENTAL INDENTURE DATED FEBRUARY 21, 2006 Supplemental Indenture dated February 21, 2006
 

Exhibit 4.6
FIRST SUPPLEMENTAL INDENTURE
     Supplemental Indenture (this “Supplemental Indenture”), dated as of February 21, 2006, among Prince Telecom Holdings, Inc. (the “Guaranteeing Subsidiary”), a subsidiary of Dycom Investments, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Wachovia Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H
     WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the "Indenture”), dated as of October 11, 2005 providing for the issuance of 8?% Senior Subordinated Notes due 2015 (the “Notes”);
     WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the 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”); and
     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
     1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
     2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 11 thereof.
     4. No Recourse Against Others. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any 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.
     5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
     6. 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. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
     8. 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 Guaranteeing Subsidiary and the Company.
     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.
     Dated: February 21, 2006
         
  PRINCE TELECOM HOLDINGS, INC.
 
 
  By:   /s/ Richard L. Dunn    
    Name:   Richard L. Dunn   
    Title:   Assistant Treasurer   
 
  DYCOM INVESTMENTS, INC.
 
 
  By:   /s/ Richard L. Dunn    
    Name:   Richard L. Dunn   
    Title:   Treasurer   
 
  ANSCO & ASSOCIATES, LLC
APEX DIGITAL, LLC
C-2 UTILITY CONTRACTORS, LLC
CABLECOM, LLC
CAN-AM COMMUNICATIONS, INC.
COMMUNICATIONS CONSTRUCTION GROUP, LLC
DYCOM CAPITAL MANAGEMENT, INC.
DYCOM IDENTITY, LLC
ERVIN CABLE CONSTRUCTION, LLC
GLOBE COMMUNICATIONS, LLC
INSTALLATION TECHNICIANS, LLC
IVY H. SMITH COMPANY, LLC
LAMBERTS CABLE SPLICING COMPANY, LLC
LOCATING, INC.
NICHOLS CONSTRUCTION, LLC
NIELS FUGAL SONS COMPANY, LLC
POINT TO POINT COMMUNICATIONS, INC.
PRECISION VALLEY COMMUNICATIONS OF VERMONT, LLC
RJE TELECOM, LLC
STAR CONSTRUCTION, LLC
STEVENS COMMUNICATIONS, LLC
S.T.S., LLC
TCS COMMUNICATIONS, LLC
TESINC, LLC
 
 
     
     
     

 


 

         
         
  UNDERGROUND SPECIALTIES, LLC
US COMMUNICATIONS CONTRACTORS, LLC
UTILIQUEST, LLC
WHITE MOUNTAIN CABLE CONSTRUCTION, LLC
 
 
     
     
     
 
     
  By:   /s/ Richard L. Dunn    
    Name:   Richard L. Dunn   
    Title:   Treasurer   
 
  SCHENCK COMMUNICATIONS LIMITED PARTNERSHIP

 
 
  By:   CAN-AM COMMUNICATIONS, INC.,    
    General Partner   
       
 
     
  By:   /s/ Richard L. Dunn    
    Name:   Richard L. Dunn   
    Title:   Treasurer   
 
  WACHOVIA BANK, NATIONAL ASSOCIATION
as Trustee
 
 
  By:   /s/ Terrence Rawlins    
    Authorized Signatory