SECOND AMENDED AND RESTATED GUARANTEE AGREEMENT

 SECOND AMENDED AND RESTATED GUARANTEE AGREEMENT

      This continuing, absolute and unconditional amended and restated guarantee
is given by the undersigned ("Guarantor") to induce DRESDNER BANK LATEINAMERIKA
AKTIENGESELLSCHAFT, Miami Agency, an international bank agency licensed by the
State of Florida, BANK LEUMI USA, a New York banking corporation, ISRAEL
DISCOUNT BANK LIMITED, Miami Agency, an international bank agency licensed by
the State of Florida (collectively, "Existing Lenders"), and ABN AMRO BANK N.V.,
Miami Agency, an international bank agency licensed by the State of Florida,
BANQUE SUDAMERIS, Miami Agency, an international bank agency licensed by the
State of Florida; THE FIRST NATIONAL BANK OF CHICAGO, a national banking
association, FIRST UNION NATIONAL BANK, a national banking association; WACHOVIA
BANK N.A., a national banking association (collectively, "New Lenders")
(Existing Lenders and New Lenders together, "Lenders"), having a business
address of P.O. Box 01-6039, 801 Brickell Avenue, Miami, FL 33131 to extend
credit to or otherwise become or remain the creditor of DYCOM INDUSTRIES, INC.,
a Florida corporation ("Borrower");
      In consideration of the foregoing, Guarantor does hereby agree with
Lenders as follows:

1. GENERAL.

             This Second Amended and Restated Guarantee Agreement provides for
             the inclusion of New Lenders as additional obligees of Borrower,
             and represents the continuing, absolute and unconditional Guarantee
             by the undersigned of all of Borrower's existing and new
             obligations to Existing Lenders and to New Lenders.

2. OBLIGATION OF GUARANTOR.

             Guarantor absolutely and unconditionally guarantees to Lenders,
             their successors and assigns (whether collateral assigns or
             otherwise), the prompt and full payment in United States currency
             and performance to Lenders at the place of business of Lenders set
             forth above or at such other place and to such other person as
             Lenders may designate at maturity of any and every obligation, in
             connection with which either as maker, drawer, guarantor, endorser
             or otherwise, whether directly, indirectly or contingently,
             Borrower is, either individually or jointly and severally with any
             other person or persons, or shall become at any time in the future
             liable to Lenders, with interest thereon at the rate or rates
             provided in the obligations guaranteed hereby or at the maximum
             rate allowed from time to time by law in Florida, whichever is
             less, until payment in full has been received by Lenders, together
             with all attorneys' fees, costs and expenses of collection whether
             suit be brought or not, including costs, expenses and attorneys'
             fees on appeal if an appeal is taken from any suit, incurred by
             Lenders, in connection with any matter covered by this Guarantee.
             Guarantor also absolutely and unconditionally guarantees the full
             and timely performance of all duties and obligations whatsoever of
             Borrower to Lenders, whether now existing or hereafter arising, and
             agrees in the event Borrower fails to fully and timely perform any
             of said duties and obligations to fully and timely perform same.

3. TERM OF GUARANTEE.

             The liability of Guarantor hereunder shall continue until the
             earlier of (i) the 120th day after this Guarantee is marked
             "Cancelled" by Lenders and returned to Guarantor or (ii) until
             Lenders shall receive written notice, by registered mail signed by
             Guarantor, cancelling this Guarantee, but such cancellation shall
             not affect in any way the continuing liability of Guarantor on any
             transactions covered by this Guarantee up to the time of the actual
             receipt by Lenders of such notice of cancellation, including any
             advance or other monies which may at any time thereafter be made by
             Lenders to Borrower pursuant to any agreement, promissory note or
             other instrument or document evidencing any indebtedness of
             Borrower to Lenders, entered into prior to the receipt by Lenders
             of said notice by Guarantor. Notwithstanding the receipt by Lenders
             of any notice of cancellation hereunder, Lenders may in their
             discretion amend, modify and renew in any way whatsoever any
             agreement, promissory note or other instrument or document
             evidencing any indebtedness of Borrower to Lenders and in existence
             at the time said notice of cancellation is received by Lenders, all
             without affecting in any way whatsoever the continuing liability of
             Guarantor hereunder, but the liability of Guarantor solely in
             regard to the principal amount owed Lenders shall not exceed the
             amount of principal owing to Lenders at the time said notice of
             cancellation is received by Lenders together with such additional
             amounts as may thereafter be advanced by Lenders to or on behalf of
             Borrower pursuant to any such agreement, promissory note or other
             instrument or document in existence at the time said notice is
             received by Lenders. In the event said notice of cancellation is
             given, the liability of Guarantor shall continue without limitation
             whatsoever for all amounts other than principal (which is limited
             under the preceding sentence) due Lenders such as interest,
             attorney's fees, costs, and other such amounts.

4. BANKRUPTCY OF BORROWER.

             Notwithstanding that the Guarantee may have been cancelled under
             paragraph 3, and/or returned to Guarantor, to the extent Borrower
             has made any payments to Lenders within the one (1) year period
             following the date this Guarantee was so cancelled, and Guarantor
             was obligated under this Guarantee for said payments, the liability
             of Guarantor hereunder shall at all times continue for the amounts
             so paid by Borrower to Lenders. If, for any reason (e.g.
             bankruptcy, or otherwise), Lenders are not permitted to retain the
             payments so made by Borrower during said one (1) year period,
             Guarantor shall be liable under this Guarantee for the amount of
             such payments as if this Guarantee had never been cancelled and
             Lenders shall be entitled to recover said amount so paid by
             Borrower within said one (1) year period. Anything in this
             Guarantee to the contrary notwithstanding, if at any time this
             Guarantee is to be cancelled under the provisions of paragraph 3,
             Lenders may retain this Guarantee for a period of one hundred
             twenty (120) days after the date said Guarantee is to be so
             cancelled and in the event no bankruptcy petition has been filed by
             or against Borrower for the one (1) year period following the date
             the Guarantee is to be cancelled, then, in that event, the
             Guarantee shall be returned to Guarantor. If, however, a bankruptcy
             petition has been filed by or against Borrower during the one (1)
             year period, and Borrower has made payments to Lenders during the
             one (1) year period, this Guarantee shall not be cancelled and/or
             returned to Guarantor unless and until a decision by a court of
             competent jurisdiction, or other agreement has been entered or
             reached, pursuant to which Lenders shall be entitled to retain all
             such monies paid during the one (1) year period. If, as set forth
             above, Lenders are obligated to return to Borrower any monies so
             paid during the one (1) year period, this Guarantee shall not be
             cancelled (notwithstanding it being marked "Cancelled" and returned
             to Guarantor) and Guarantor shall continue to be liable to Lenders
             for all monies paid during the one (1) year period. If Lenders
             shall have marked this Guarantee "Cancelled" and/or returned this
             Guarantee to Guarantor, and under the provisions of

             this paragraph 4 or paragraph 3, Guarantor has continuing liability
             to Lenders for certain amounts which Lenders have or are
             obligated to return to Borrower, then, in such case, Lenders may
             enforce their rights under this Guarantee upon any copy of this
             Guarantee notwithstanding the fact that the original of this
             Guarantee may have been marked "Cancelled" and/or returned to
             Guarantor.

5. CONSENT TO LENDERS' ACTS.

             Guarantor consents, without affecting in any way Guarantor's
             liability to Lenders hereunder, that Lenders may, without notice to
             or consent of Guarantor and upon such terms as they may deem
             advisable and with or without consideration and after notice of
             cancellation is received by Lenders under paragraph 3 hereof: (a)
             extend, in whole or in part, by renewal or otherwise, and as often
             as Lenders may wish, the time of payment of any indebtedness owing
             by Borrower, to Lenders, or held by Lenders as security for any
             such obligation; (b) release, surrender, exchange, modify, impair,
             or extend the period of duration, or the time for performance of
             payment, of any collateral securing any obligation of Borrower to
             Lenders; (c) settle or compromise any claim of Lenders against
             Borrower, or against any other person, firm or corporation, whose
             obligation is held by Lenders as collateral security for any
             obligation of Borrower to Lenders; and (d) release in whole or in
             part any person liable for the payment of any obligation of
             Borrower to Lenders including, but not limited to, any person
             liable as an endorser, guarantor or judgment debtor (if Lenders
             obtain a judgment on any obligation of Borrower) of said obligation
             and, in any event, any such release shall not affect the liability
             of Guarantor for the entire amount of any and every obligation of
             Borrower to Lenders. Further, Lenders shall not be under any
             obligation whatsoever to obtain or perfect or to maintain the
             perfection of any security interest or other lien on property to
             secure indebtedness of Borrower to Lenders and Lenders shall have
             no obligation to, and shall not have any liability for failing to,
             obtain or perfect or to maintain the perfection of any security
             interest or lien on property to secure indebtedness of Borrower.
             Any failure of Lenders to obtain and perfect or to maintain the
             perfection of any security interest or lien shall not affect in any
             way whatsoever the obligation of Guarantor to Lenders under this
             Guarantee. Guarantor hereby ratifies and confirms any such
             extension, renewal, release surrender, exchange, modification,
             impairment, settlement, or compromise, and all such actions shall
             be binding upon Guarantor who hereby waives all defenses,
             counterclaims, or offsets which Guarantor might have by reason
             thereof.

6. WAIVERS BY GUARANTOR.

             Guarantor waives: (a) notice of acceptance of this Guarantee by
             Lenders; (b) notice of presentment, demand for payment, notice of
             dishonor or protest of any of Borrower's obligations or the
             obligation of any person, firm, or corporation held by Lenders as
             collateral security for Borrower's obligation; (c) notice of the
             failure of any person, firm, or corporation to pay to Lenders any
             indebtedness held by Lenders as collateral security for any
             obligation of Borrower; (d) failure of Lenders to obtain and
             perfect or maintain the perfection or priority of any security
             interest or lien on property to secure any indebtedness of
             Borrower; and (e) all defenses, offsets and counterclaims which
             Guarantor may at any time have to any claim of Lenders against
             Borrower.

7. SUBROGATION.

             Nothing herein contained is intended or shall be construed to give
             to Guarantor any right of subrogation in or under any note,
             security document or any other loan document evidencing in any way
             or relating to any obligation of Borrower to Lenders which is or
             may be covered by this Guarantee, any right to participate in any
             way therein, or in the right, title and interest of Lenders

             in or to any collateral covered by any loan or security documents
             relating to any such obligations notwithstanding any payments made
             by Guarantor under this Guarantee, all such rights of subrogation
             and participation being hereby expressly waived and released.

8. SUBORDINATION.

             In the event that for any reason whatsoever, Borrower is now or
             hereafter becomes indebted to Guarantor, Guarantor agrees that the
             amount of such indebtedness and all interest thereon shall at all
             times be subordinate as to lien, time of payment and in all other
             respects to all obligations of Borrower to Lenders which are
             covered by this Guarantee, and that Guarantor shall not be entitled
             to enforce or receive payment thereof until all sums then due and
             owing to Lenders shall have been paid in full. If any payment shall
             have been made to Guarantor by Borrower on any said indebtedness
             during any time that there are obligations outstanding from
             Borrower to Lenders which are covered by this Guarantee, Guarantor
             shall hold in trust all such payments for the benefit of Lenders
             and shall make said payments to Lenders to be credited and applied
             against obligations of Borrower to Lenders, whether matured or
             unmatured, in accordance with the discretion of Lenders.

9. REPRESENTATIONS BY GUARANTOR.

             Guarantor represents and warrants that:

             (i) at the time of the execution and delivery of this Guarantee,
             nothing exists to impair the effectiveness of the liability of
             Guarantor to Lenders hereunder, or the immediate taking effect of
             this Guarantee as the sole agreement between Guarantor and Lenders
             with respect to guaranteeing Borrower's obligation to Lenders;

             (ii) it is in the best interest of Guarantor to execute this
             Guarantee inasmuch as Guarantor will derive substantial direct and
             indirect benefits from the Advances made from time to time to
             Borrower by Lenders pursuant to the Second Amended and Restated
             Facility Agreement of even date herewith (the "Second Amended
             Facility Agreement"); and

             (iii) all representations and warranties contained in Article V of
             the Second Amended Facility Agreement, insofar as the
             representations and warranties contained therein are applicable to
             Guarantor and its properties, are true and correct in all material
             respects, each such representation and warranty set forth in such
             Article (insofar as applicable to Guarantor) and all other terms of
             the Second Amended Facility Agreement to which reference is made
             therein, together with all related definitions and ancillary
             provisions, being hereby incorporated herein by reference as though
             specifically set forth in this Section.

10. REMEDIES OF LENDERS.

             Lenders may at their option proceed in the first instance against
             Guarantor to collect any obligation covered by this Guarantee,
             without first proceeding against Borrower for said obligation, or
             any other person, firm or corporation liable for said obligation,
             and without first resorting to any property at any time held by
             Lenders as collateral security for said obligation and without any
             marshalling of assets whatsoever. Guarantor hereby confirms the
             grant of the security interest granted under that certain Amended
             and Restated Security Agreement of even date herewith among
             Guarantor and Lenders as secured parties under the Second Amended

             and Restated Credit Facility Agreement of even date herewith among
             Borrower, the guarantors named therein and Lenders.

11. CONSTRUCTION AND BENEFIT.

             This Guarantee is delivered and made in, and shall be construed
             pursuant to and governed by, the laws of the State of Florida, and
             is binding upon Guarantor and its legal representatives and
             successors, and shall inure to the benefit of Lenders, their
             respective successors and assigns.

12. MISCELLANEOUS.

             In the event it becomes necessary for Lenders to exercise their
             rights under this Guarantee, whether suit be brought or not,
             Guarantor shall be liable for all costs and attorneys' fees
             incurred by Lenders, including costs and attorneys' fees incurred
             by Lenders on appeal. To the extent Guarantor is obligated to make
             any payments to Lenders under this Guarantee, Lenders may offset
             and retain in payment of said amounts any and all monies of
             Guarantor in the possession of any of Lenders or any of their
             affiliates at any time, including, but not limited to, any accounts
             of Guarantor at any of Lenders. In the further event Lenders obtain
             a final judgment against Guarantor upon this Guarantee, the
             judgment shall bear interest not at the judgment rate but at the
             highest rate permitted by applicable law from time to time in
             effect at the time of said judgment. Further, Guarantor agrees that
             the proper venue for any action which may be brought under this
             Guarantee, in addition to any other venue permitted by law, shall
             be in the county in which is located Lenders' business office as
             designated above or the office of an assignee of this Guarantee.
             The liability of Guarantor hereunder, if more than one, shall be
             joint and several. The term "Lenders" shall be deemed to include
             the aforementioned Lenders and all their respective departments and
             any individual, partnership or corporation acting as their nominee
             or agent, and any of their respective corporate subsidiaries or
             affiliates, the stock of which is owned or controlled, directly or
             indirectly, by it or by any affiliate of any of Lenders. The term
             "Borrower" shall include the individual or individuals,
             association, partnership, corporation or other entity named herein
             as Borrower and (a) any successor individual or individuals,
             association, partnership, corporation or other entity to which all
             or substantially all of the business or assets of said Borrower
             shall have been transferred, (b) in the case of a partnership
             Borrower, any new partnership which shall have been created by
             reason of the admission of any new partner or partners therein
             and/or the dissolution of the existing partnership by the death,
             resignation or other withdrawal of any partner, and (c) in the case
             of a corporate Borrower, any other corporation into or with which
             said Borrower shall have been merged, consolidated, reorganized,
             purchased or absorbed.

13. FINANCIAL STATEMENTS.

             At the request of Lenders, Guarantor shall, from time to time,
             prepare and deliver to Lenders a complete and current financial
             statement of Guarantor setting forth all the assets and liabilities
             of Guarantor (and to the extent any person other than Guarantor has
             any interest in said assets or any person other than Guarantor is
             jointly liable for any of said obligation, said matters shall be
             set forth in their entirety in the financial statements) all signed
             by Guarantor under oath as being true and correct. To the extent
             any assets or liabilities set forth on said financial statement are
             owned by Guarantor for which there is any such joint liability, all
             said assets shall be so specified and set forth.

14. COMPLETE AGREEMENT.

             The whole of this Guarantee is herein set forth and there is no
             verbal or other written agreement, and no understanding or custom
             affecting the terms hereof. This Guarantee can be modified only by
             a written instrument signed by the party to be charged therewith.

THE PARTIES HERETO KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT
EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS SECOND AMENDED AND RESTATED
GUARANTEE AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION
HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR LENDERS ENTERING INTO THIS SECOND AMENDED AND RESTATED GUARANTEE
AGREEMENT.

      IN WITNESS WHEREOF, Guarantor has signed this agreement on the 27th day of
April, 1999.

Signed, sealed and delivered
in the presence of:                          INSTALLATION TECHNICIANS, INC.,
                                             a Missouri corporation
/s/ Steven Nielsen
- ----------------------------------
               WITNESS

/s/ Marc R. Tiller                           By:/s/ Thomas R. Pledger
- ----------------------------------              --------------------------------
               WITNESS                         Thomas R. Pledger, Vice-President

STATE OF GEORGIA
COUNTY OF FULTON

The foregoing instrument was acknowledged before me by Thomas R. Pledger, as
Vice-President of INSTALLATION TECHNICIANS, INC., a Missouri corporation, the
27th day of April, 1999.

                                             /s/ Catherine B. Gallo
                                             -----------------------------------
(NOTARIAL SEAL)                              NOTARY PUBLIC
                                             My commission expires:
                                             September 29, 2002

 

Basic Info X:

Name: SECOND AMENDED AND RESTATED GUARANTEE AGREEMENT
Type: Second Amended and Restated Guarantee Agreement
Date: April 29, 1999
Company: DYCOM INDUSTRIES INC
State: Florida

Other info:

Date:

  • 27th day of April , 1999
  • September 29 , 2002 7

Organization:

  • DRESDNER BANK LATEINAMERIKA AKTIENGESELLSCHAFT
  • BANK LEUMI USA
  • the State of Florida
  • ABN AMRO BANK N.V.
  • FIRST UNION NATIONAL BANK
  • WACHOVIA BANK N.A.
  • Restated Guarantee Agreement
  • Borrower to Lenders
  • Second Amended Facility Agreement

Location:

  • New York
  • ISRAEL
  • BANQUE SUDAMERIS
  • CHICAGO
  • Miami
  • United States
  • State of Florida
  • GEORGIA
  • Missouri

Person:

  • Guarantor
  • Steven Nielsen
  • Marc R. Tiller
  • Thomas R. Pledger
  • Catherine B. Gallo