S-4/A

As filed with the Securities and Exchange Commission on February 26, 2013

Registration No. 333- 185746

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

Form S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Dycom Investments, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	2621	30-0128712
(State or other jurisdiction of incorporation or organization)	(Primary standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

11770 U.S. Highway 1, Suite 101

Palm Beach Gardens, Florida 33408

(561) 627-7171

(Address and telephone number of Registrant’s principal executive offices)

SEE TABLE OF ADDITIONAL REGISTRANTS

Richard B. Vilsoet

Vice President, Secretary and General Counsel

Dycom Investments, Inc.

11770 U.S. Highway 1, Suite 101

Palm Beach Gardens, Florida 33408

(Name, address and telephone number of agent for service)

with a copy to:

Robert C. Treuhold

Shearman & Sterling LLP

599 Lexington Avenue

New York, New York 10022

(212) 848-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ¨

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Name	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Primary Standard Industrial Classification Code	Address of Principal Executive Offices
Ansco & Associates, LLC	Delaware	22-3882751	1623	2-A Oak Branch Drive Greensboro, NC 27407 (336) 852-3433
Apex Digital, LLC	Delaware	22-3882756	1623	450 Pryor Boulevard Sturgis, KY 42459 (270) 333-3360
Blair Park Services, LLC	Delaware	20-5566110	1623	185 Titus Avenue, Warrington, PA 18976 (866) 993-1707
Broadband Express, LLC	Delaware	20-0254816	1623	374 Westdale Avenue Westerville, OH 43082 (800) 875-2225
Broadband Installation Services, LLC	Delaware	20-0254554	1623	374 Westdale Avenue Westerville, OH 43082 (800) 875-2225
C-2 Utility Contractors, LLC	Delaware	14-1859234	1623	33005 Roberts Court Coburg, OR 97408 (541) 741-2211
Cable Connectors, LLC	Delaware	22-3882761	1623	111 Connector Way Greenwood, SC 29649 (864) 227-0055
CableCom of California, Inc.	Delaware	37-1448808	1623	8602 Maltby Road Woodinville, WA 98072 (360) 668-1300
CableCom, LLC	Delaware	14-1859237	1623	8602 Maltby Road Woodinville, WA 98072 (360) 668-1300
Can-Am Communications, Inc.	Delaware	02-0413153	1623	8602 Maltby Road Woodinville, WA 98072 (360) 668-1300
Cavo Broadband Communications, LLC	Delaware	20-8766849	1623	12191 S. Rhea Drive Plainfield, IL 60585 (815) 439-8289
CCLC, Inc.	Delaware	74-2947665	1623	5132 State Hwy 12 South, Norwich, NY 13815 (800) 443-6277
CertusView Leasing, LLC	Delaware	26-2670502	1623	3960 RCA Blvd., Suite 6002 Palm Beach Gardens, FL 33410 (561) 904-3901
CMI Services, Inc.	Florida	59-3371172	1623	1555 South Boulevard, Chipley, FL 32428 (850) 638-0429

1

Name	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Primary Standard Industrial Classification Code	Address of Principal Executive Offices
Communication Services, LLC	North Carolina	27-3857792	1623	6920 E. Marshville Blvd. Marshville, NC 28103 (704) 624-1800
Communications Construction Group, LLC	Delaware	22-3882744	1623	235 East Gay Street West Chester, PA 19380 (610) 696-1800
Dycom Capital Management, Inc.	Delaware	61-1431611	1623	11770 U.S. Hwy 1, Suite 101 Palm Beach Gardens, FL 33408 (561) 627-7171
Dycom Corporate Identity, Inc.	Delaware	30-0128727	1623	11770 U.S. Hwy 1, Suite 101 Palm Beach Gardens, FL 33408 (561) 627-7171
Dycom Identity, LLC	Delaware	01-0775293	1623	11770 U.S. Hwy 1, Suite 101 Palm Beach Gardens, FL 33408 (561) 627-7171
Dycom Industries, Inc.	Florida	59-1277135	1623	11770 U.S. Hwy 1, Suite 101 Palm Beach Gardens, FL 33408 (561) 627-7171
E A Technical Services, Inc.	Georgia	58-1968340	1623	1220 Old Alpharetta Road, Suite 390, Alpharetta, GA 30005 (678) 455-7266
Engineering Associates, Inc.	Georgia	58-0634542	1623	1220 Old Alpharetta Road, Suite 390, Alpharetta, GA 30005 (678) 455-7266
Ervin Cable Construction, LLC	Delaware	22-3882749	1623	450 Pryor Boulevard Sturgis, KY 42459 (270) 333-3360
Global Enercom Management, Inc.	Delaware	76-0598339	1623	1220 Old Alpharetta Road, Suite 390, Alpharetta, GA 30005 (678) 455-7266
Globe Communications, LLC	North Carolina	14-1859226	1623	950 48th Ave., North, Ste. 100 Myrtle Beach, SC 29577 (843) 839-5544
Golden State Utility Co.	Delaware	76-0567490	1623	4425 Farm Supply Drive, Ceres, CA 95307 (209) 579-3400

2

Name	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Primary Standard Industrial Classification Code	Address of Principal Executive Offices
Installation Technicians, LLC	Florida	22-3882752	1623	6621 Asheville Hwy. Knoxville, TN 37924 (865) 521-6795
Ivy H. Smith Company, LLC	Delaware	22-3882755	1623	2-A Oak Branch Drive Greensboro, NC 27407 (336) 292-7020
Kanaan Communications, LLC	Delaware	45-3783162	1623	374 Westdale Avenue Westerville, Ohio 43082 (734) 309-2128
Lambert’s Cable Splicing Company, LLC	Delaware	05-0542669	1623	2521 South Wesleyan Blvd. Rocky Mount, NC 27803 (252) 442-9777
Locating, Inc.	Washington	91-1238745	1623	2002 W. Valley Hwy., Ste. 600 Auburn, WA 98001 (425) 392-6412
Midtown Express, LLC	Delaware	61-1457300	1623	55-60 58th Street Maspeth, NY 11378 (718) 628-3420
NeoCom Solutions Holdings, LLC	Delaware	27-4219714	1623	10064 Main Street Woodstock, GA 30188 (678) 238-1818
NeoCom Solutions, Inc.	Georgia	58-2593521	1623	10064 Main Street Woodstock, GA 30188 (678) 238-1818
Nichols Construction, LLC	Delaware	05-0542659	1623	1098 Clear Creek Road Vansant, VA 24656 (276) 597-7441
Niels Fugal Sons Company of California, Inc.	Delaware	37-1448812	1623	1005 South Main Pleasant Grove, UT 84062 (888) 785-3152
Niels Fugal Sons Company, LLC	Delaware	05-0542654	1623	1005 South Main Pleasant Grove, UT 84062 (888) 785-3152
North Sky Communications, Inc.	Delaware	76-0605490	1623	11818 SE Mill Plain Blvd Suite 140, Vancouver, WA 98684 (800) 755-6920
OSP Services, LLC	Delaware	57-1209653	1623	4315 Metro Parkway, Ste. 410 Ft. Myers, FL 33916 (239) 454-1944
Parkside Site & Utility Company Corporation	Delaware	76-0612181	1623	2229 Plainfield Pike, Johnstown, RI 02919 (401) 944-1919

3

Name	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Primary Standard Industrial Classification Code	Address of Principal Executive Offices
Parkside Utility Construction, LLC	Delaware	26-1581998	1623	219 Ruth Road, Harleysville, PA, 19438 (215) 513-9500
Pauley Construction Inc.	Arizona	83-0678047	1623	2021 West Melinda Lane, Phoenix, AZ 85027 (800) 645-6047
PBG Acquisition III, LLC	Delaware	45-2994368	1623	11770 U.S. Hwy 1, Suite 101, Palm Beach Gardens, FL 33408 (561) 627-7171
Point to Point Communications, Inc.	Louisiana	72-0968130	1623	6401 Harney Road, Suite A Tampa, FL 33610 (813) 623-1233
Precision Valley Communications of Vermont, LLC	Delaware	81-0581053	1623	333 River Street Springfield, VT 05156 (800) 773-9317
Prince Telecom of California, Inc.	Delaware	27-1121200	1623	551A Mews Drive New Castle, DE 19720 (302) 324-1800
Prince Telecom, LLC	Delaware	51-0381976	1623	551A Mews Drive New Castle, DE 19720 (302) 324-1800
Professional Teleconcepts, Inc.	Illinois	36-3785874	1623	5132 State Hwy 12 South, Norwich, NY 13815 (800) 443-6277
Professional Teleconcepts, Inc.	New York	16-1246233	1623	5132 State Hwy 12 South, Norwich, NY 13815 (800) 443-6277
RJE Telecom of California, Inc.	Delaware	20-1787476	1623	4315 Metro Parkway, Ste. 410 Ft. Myers, FL 33916 (239) 454-1944
RJE Telecom, LLC	Delaware	57-1209651	1623	4315 Metro Parkway, Ste. 410 Ft. Myers, FL 33916 (239) 454-1944
S.T.S., LLC	Tennessee	48-1287356	1623	Four Concourse Pkwy, Ste. 250 Atlanta, GA 30328 (678) 461-3900
Spalj Construction Company	Delaware	76-0567489	1623	22360 County Road 12, Deerwood, MN 56444 (218) 546-6022
Spectrum Wireless Solutions, Inc.	Delaware	76-0605511	1623	5132 State Hwy 12 South, Norwich, NY 13815 (800) 443-6277

4

Name	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Primary Standard Industrial Classification Code	Address of Principal Executive Offices
Star Construction, LLC	Delaware	14-1856794	1623	6621 Asheville Highway Knoxville, TN 37924 (865) 521-6795
Stevens Communications, LLC	Delaware	05-0542662	1623	995 Cripple Creek Drive Lawrenceville, GA 30043 (800) 367-6606
TCS Communications, LLC	Delaware	14-1856793	1623	2045 W. Union Ave., Bldg. E Englewood, CO 80110 (303) 377-3800
Tesinc of California, Inc.	Delaware	61-1431612	1623	6401 Harney Road, Suite A, Tampa, FL 33610 (813) 623-1233
Tesinc, LLC	Delaware	14-1856791	1623	6401 Harney Road, Suite A, Tampa, FL 33610 (813) 623-1233
Tjader, L.L.C.	Delaware	76-0654709	1623	22360 County Road 12, Deerwood, MN 56444 (218) 546-6022
Trawick Construction Company, Inc.	Florida	59-0907078	1623	1555 South Boulevard, Chipley, FL 32428 (850) 638-0429
Triple-D Communications, LLC	Delaware	14-1856789	1623	3006 Park Central Avenue Nicholasville, KY 40356 (859) 887-4683
U G T I	California	77-0181451	1623	Four Concourse Pkwy, Ste. 250, Atlanta, GA 30328 (678) 461-3900
Underground Specialties, LLC	Delaware	14-1856787	1623	33005 Roberts Court Coburg, OR 97408 (541) 741-2211
UtiliQuest, LLC	Georgia	58-2379970	1623	Four Concourse Pkwy, Ste. 250, Atlanta, GA 30328 (678) 461-3900
VCI Construction, Inc.	Delaware	76-0589274	1623	1921 West 11th Street, Upland, CA 91786 (909) 946-0905
VCI Utility Services, Inc.	Delaware	46-1309281	1623	1921 West 11th Street, Upland, CA 91786 (909) 946-0905
White Mountain Cable Construction, LLC	Delaware	14-1856798	1623	2113 Dover Road Epsom, NH 03234 (800) 233-7350

5

The information in this prospectus is not complete and may be changed. We may not sell securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is prohibited.

SUBJECT TO COMPLETION, DATED FEBRUARY 26, 2013

PROSPECTUS

OFFER TO EXCHANGE

all outstanding unregistered 7.125% Senior Subordinated Notes due 2021

(CUSIP# 267482 AF4/U26725 AC2)

that were issued on December 12, 2012

($90,000,000 aggregate principal amount)

for

7.125% Senior Subordinated Notes due 2021

that have been registered under the Securities Act of 1933

($90,000,000 aggregate principal amount)

TERMS OF THE EXCHANGE OFFER

This prospectus and accompanying letter of transmittal relate to the proposed offer by Dycom Investments, Inc., a Delaware corporation (the “Issuer”), to exchange up to $90,000,000 aggregate principal amount of 7.125% Senior Subordinated Notes due 2021, which are registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of its unregistered 7.125% Senior Subordinated Notes due 2021 that were issued on December 12, 2012. The exchange notes are guaranteed, jointly and severally, on an unsecured senior subordinated basis as to payment of principal and interest by Dycom Industries, Inc., a Florida corporation, and its existing and future subsidiaries that guarantee any credit facility of Dycom Industries, Inc. (collectively, the “guarantors”). The unregistered notes have certain transfer restrictions. The exchange notes will be freely transferable.

• THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2013, UNLESS WE EXTEND THE OFFER.

• Tenders of outstanding unregistered notes may be withdrawn at any time before 5:00 P.M. on the date the exchange offer expires.

• All outstanding unregistered notes that are validly tendered and not validly withdrawn will be exchanged.

• The terms of the exchange notes to be issued are substantially similar to the unregistered notes, except they are registered under the Securities Act, do not have any transfer restrictions and do not have registration rights or rights to additional interest.

• The exchange of unregistered notes for exchange notes will not be a taxable event for U.S. federal income tax purposes.

• Dycom Investments, Inc. will not receive any proceeds from the exchange offer.

• The exchange notes will not be listed on any exchange.

Each broker-dealer that receives exchange notes for its own account must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. The letter of transmittal accompanying this prospectus states that, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker-dealer may use this prospectus, as we may amend or supplement it in the future, for resales of exchange notes. We will make this prospectus available to any broker-dealer for use in connection with any such resale for a period of 180 days after the date of consummation of this exchange offer.

Please see “Risk Factors” beginning on page 16 for a discussion of certain factors you should consider in connection with the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     .

Each holder of an unregistered note wishing to accept the exchange offer must deliver the unregistered note to be exchanged, together with the letter of transmittal that accompanies this prospectus and any other required documentation, to the exchange agent identified in this prospectus. Alternatively, you may effect a tender of unregistered notes by book-entry transfer into the exchange agent’s account at The Depository Trust Company (“DTC”). All deliveries are at the risk of the holder. You can find detailed instructions concerning delivery in the section called “The Exchange Offer” in this prospectus and in the accompanying letter of transmittal.

This prospectus incorporates important business and financial information that is not included in or delivered with this prospectus. Information incorporated by reference is available without charge to holders of our unregistered 7.125% Senior Subordinated Notes due 2021 upon written or oral request to Dycom Industries, Inc., 11770 U.S. Highway 1, Suite 101, Palm Beach Gardens, Florida 33408, Attention: Investor Relations, telephone number (561) 627-7171. Any request for documents should be made by                     , 2013 to ensure timely delivery of the documents prior to the expiration of the exchange offer.

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY		1
RISK FACTORS		16
FORWARD-LOOKING STATEMENTS		23
RATIO OF EARNINGS TO FIXED CHARGES		24
USE OF PROCEEDS		24
DESCRIPTION OF OUR SENIOR SECURED CREDIT FACILITY		25
THE EXCHANGE OFFER		26
DESCRIPTION OF THE EXCHANGE NOTES		36
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		82
PLAN OF DISTRIBUTION		83
LEGAL MATTERS		84
EXPERTS		84
WHERE YOU CAN FIND ADDITIONAL INFORMATION		84

None of Dycom Industries, Inc., Dycom Investments, Inc. or the other guarantors have authorized anyone to provide you with any information or to make any representation other than as contained in this prospectus or that may be incorporated by reference into this prospectus. None of Dycom Industries, Inc., Dycom Investments, Inc. or any other guarantors take any responsibility for, or can provide any assurance as to the reliability of, any information others may give you. You should not assume that the information contained in this prospectus or that may be incorporated by reference into this prospectus is accurate as of any date other than the date on the front of this prospectus, or in the case of information that may be incorporated by reference into this prospectus, as of the date of such information, regardless of the time of delivery of this prospectus or any sale of the securities offered hereby.

Neither the Securities and Exchange Commission (the “SEC”), any state securities commission nor any other regulatory authority has approved or disapproved the securities offered hereby, nor have any of the foregoing authorities passed upon or endorsed the merits of this exchange offer or the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. We are not making an offer of these securities in any state where the offer is not permitted.

In this prospectus, including the documents that may be incorporated by reference in this prospectus, we rely on and refer to information and statistics regarding our industry which are based on independent industry publications, government publications, reports by market research firms or other published independent sources. We obtained this market data from independent industry publications or other publicly available information. Certain information is based on estimates of management. These estimates have been derived from our knowledge of our industry and the markets in which we compete, which we believe to be accurate.

This prospectus contains summaries of certain documents, but reference is made to the actual documents for complete information. All such summaries are qualified in their entirety by such reference. Copies of documents referred to herein will be made available to holders of unregistered notes upon request to us. See “Where You Can Find Additional Information.”

In this propectus, except as otherwise indicated, “Dycom,” “the Company,” “we,” “our,” and “us” refer to Dycom Industries, Inc., the parent company of the Issuer, and its consolidated subsidiaries, including the Issuer. References to the “Issuer” refer only to Dycom Investments, Inc., the Issuer of the notes offered hereby. Our fiscal year ends on the last Saturday in July in each applicable year. References in this prospectus to: “fiscal 2012,” “fiscal 2011,” “fiscal 2010,” “fiscal 2009” and “fiscal 2008” are to the fiscal years ended July 28, 2012, July 30, 2011, July 31, 2010, July 25, 2009 and July 26, 2008, respectively. Fiscal 2012, 2011, 2009 and 2008 each consisted of 52 weeks, while fiscal 2010 consisted of 53 weeks, with the fourth quarter having 14 weeks of operations.

i

Whenever we refer in this prospectus to the 7.125% Senior Subordinated Notes due 2021, issued on December 12, 2012, we will refer to them as the “unregistered notes.” Whenever we refer in this prospectus to the registered 7.125% Senior Subordinated Notes due 2021 offered hereby, we will refer to them as the “exchange notes.” The unregistered notes and the exchange notes are collectively referred to as the “notes.”

ii

PROSPECTUS SUMMARY

This prospectus summary highlights selected information regarding us and this exchange offer appearing elsewhere in this prospectus. This summary is not complete and does not contain all of the information that may be important to you and that you should consider before tendering your unregistered notes for exchange notes pursuant to this exchange offer. For a more complete understanding of this offering, you should carefully read this entire prospectus, including the section entitled “Risk Factors” and the documents incorporated by reference.

The Company

Overview

We are a leading provider of specialty contracting services. These services, which are provided throughout the United States and in Canada, include engineering, construction, maintenance and installation services to telecommunications providers, underground facility locating services to various utilities, including telecommunications providers, and other construction and maintenance services to electric and gas utilities and others. For the fiscal year ended July 28, 2012, the percentage of our revenue by customer type from telecommunications, underground facility locating, and electric and gas utilities and other customers, was approximately 84.5%, 10.9%, and 4.6%, respectively.

Our current customers include leading telephone companies such as AT&T Inc. (“AT&T”), CenturyLink, Inc. (“CenturyLink”), Verizon Communications Inc. (“Verizon”), Windstream Corporation (“Windstream”), and Frontier Communications Corporation (“Frontier”), as well as telecommunication equipment and infrastructure providers such as Ericsson Inc. (“Ericsson”) and Crown Castle International Corporation (“Crown Castle”). We also provide telecommunications engineering, construction, installation and maintenance services to a number of cable television multiple system operators, including Comcast Corporation (“Comcast”), Charter Communications, Inc. (“Charter”), Time Warner Cable Inc. (“Time Warner Cable”), Cablevision Systems Corporation (“Cablevision”), and Bright House Networks. Premise wiring services are provided to various companies, as well as state and local governments. Our underground facility locating services are provided to telecommunication providers and to a variety of utility and gas companies, including AGL Services Company, Edison International, and Washington Gas Light Company. We also provide construction and maintenance services to a number of electric and gas utility companies, including Questar Gas.

A significant portion of our services are performed under master service agreements and other arrangements with customers that extend for periods of one or more years. We are currently a party to numerous master service agreements, generally having multiple agreements with each of our customers. Master service agreements generally contain customer-specified service requirements, such as discrete pricing for individual tasks. To the extent that such contracts specify exclusivity, there are often a number of exceptions, including the ability of the customer to issue work orders valued above a specified dollar amount to other service providers, perform work with the customer’s own employees, and use other service providers when jointly placing facilities with another utility. In most cases, a customer may terminate an agreement for convenience with written notice.

The specialty contracting services industry in which we operate is highly fragmented. It is characterized by a large number of participants, including several large companies as well as a significant number of small, privately owned, local competitors. We also face competition from the in-house service organizations of our existing and prospective customers, particularly telecommunications providers that employ personnel who perform some of the same services that we provide. The principal competitive factors for our services include geographic presence, breadth of service offerings, worker and general public safety, price, quality of service, and industry reputation. We believe that we compete favorably with our competitors on the basis of these factors.

1

The Transactions

This offering follows the consummation of the acquisition of certain telecommunications infrastructure subsidiaries from Quanta Services, Inc. and the Financing Transactions.

The Acquisition

On November 19, 2012, we announced the signing of a definitive share purchase agreement with Quanta Services, Inc. (“Seller”) to acquire certain of its telecommunications infrastructure operating units (collectively, “Target”) for approximately $275 million, which we refer to herein as the “Acquisition.” We completed the Acquisition on December 3, 2012.

Target is a telecommunications and broadband infrastructure solutions provider serving customers in North America, with the vast majority of its revenue being derived from telecommunications infrastructure services. The eight operating units that make up Target are headquartered in Arizona, California, Florida, Georgia, Pennsylvania, New York, Minnesota and Washington, which complements our existing infrastructure and customer base. Target provides infrastructure services and comprehensive network solutions to customers in the wireline and wireless telecommunications industry, as well as the cable television industry. Services offered include the design, installation, repair and maintenance of fiber optic, copper and coaxial cable networks used for video, data and voice transmission, as well as the design, installation and upgrade of wireless communications networks, including towers, switching systems and “backhaul” links from wireless systems to voice, data and video networks. Target generated total revenue for the twelve months ended September 30, 2012 of approximately $535 million. As of September 30, 2012, Target had more than 2,400 employees.

We believe the Acquisition strengthens our customer base, geographic scope and technical services offerings. In addition, it reinforces our rural engineering and construction capabilities, wireless construction resources, and broadband construction competencies. We also believe the Acquisition provides greater leverage of our operating scale. We expect these factors to provide us with incremental revenue, operating income and cash flow.

• Expansion of Customer Relationships. Our acquisition of Target will expand our relationships with a number of significant customers, including AT&T, CenturyLink, Verizon, Comcast and Windstream. In addition, the Acquisition will expand our customer relationships by providing us with greater involvement in rural telecommunications markets where Target currently operates. The acquired subsidiaries have the following headquarter locations and serve rural and metropolitan areas: Deerwood, MN, Ceres, CA, Vancouver, WA, Upland, CA, Phoenix, AZ, Chipley, FL, Warrington, PA, Harleysville, PA, Alpharetta, GA and Norwich, NY. Each of these subsidiaries provides customers with localized knowledge and expertise.

• Broadening Our Geographic Scope. Our acquisition of Target will expand our geographic scope by increasing our presence in several markets, particularly the western and upper midwestern regions of the United States. This will enhance our already strong national presence while maintaining Target’s strong local relationships.

• Increasing Economies of Scale. Target is comprised of a complementary group of businesses offering substantially similar specialty contracting services as those currently provided by existing Dycom subsidiaries. The acquisition of Target provides greater operating scale to Dycom and provides greater economies of scale in areas such as fleet management, human resources and information technology.

2

We anticipate that we will incur integration costs of approximately $5 to $8 million for investments in information technology and process enhancements. The similarities between the acquired subsidiaries and the existing Dycom subsidiaries are expected to enhance the efficiency of the integration.

The Financing Transactions

In connection with the offering of the unregistered notes and the Acquisition, Dycom Industries Inc. entered into a new senior secured credit facility (the “senior secured credit facility”) in an aggregate principal amount of $400.0 million, consisting of a $125.0 million senior secured first lien term loan facility maturing in 2017 and a $275.0 million senior secured first lien revolving line of credit maturing in 2017. The senior secured credit facility is secured by the stock of substantially all of the wholly-owned, domestic subsidiaries of Dycom Industries, Inc. based on a standard of materiality, including substantially all subsidiaries acquired in the Acquisition, and was funded upon the closing of the Acquisition. See “Description of Our Senior Secured Credit Facility.” Also in connection with the offering of the unregistered notes and the Acquisition, Dycom Industries Inc. terminated its existing credit facility, under which at October 27, 2012 it had no outstanding borrowings and had $44.1 million of outstanding letters of credit. The issuance of the unregistered notes, the entering into of the senior secured credit facility, and the termination of the existing credit facility are collectively referred to herein as the “Financing Transactions.”

Specialty Contracting Services

Engineering. We provide outside plant engineers and drafters to telecommunication providers. These personnel design aerial, underground and buried fiber optic, copper, and coaxial cable systems that extend from the telephone company central office, or cable operator headend, to the consumer’s home or business. The engineering services we provide to telephone companies include: the design of service area concept boxes, terminals, buried and aerial drops, transmission and central office equipment; the proper administration of feeder and distribution cable pairs; and fiber cable routing and design. For cable television multiple system operators, we perform make-ready studies, strand mapping, field walk-out, computer-aided radio frequency design and drafting, and fiber cable routing and design. We obtain rights of way and permits in support of our engineering activities and those of our customers, and provide construction management and inspection personnel in conjunction with engineering services or on a stand-alone basis.

Construction, Maintenance, and Installation. We place and splice fiber, copper, and coaxial cables. In addition, we excavate trenches in which to place these cables; place related structures such as poles, anchors, conduits, manholes, cabinets and closures; place drop lines from main distribution lines to the consumer’s home or business; and maintain and remove these facilities. These services are provided to both telephone companies and cable television multiple system operators in connection with the deployment of new networks and the expansion or maintenance of existing networks. We provide civil and tower construction, lines and antenna installation, and foundation and equipment pad construction for wireless carriers, as well as equipment and material fabrication and site testing services. For cable television system operators, we install and maintain customer premise equipment such as digital video recorders, set up boxes and modems.

Premise Wiring. Premise wiring services are provided to various companies, as well as state and local governments. These services include the installation, repair and maintenance of telecommunications infrastructure within improved structures.

Underground Facility Locating Services. We provide underground facility locating services to a variety of utility companies, including telecommunication providers. Under various state laws excavators are required, prior to excavating, to request from utility companies the location of their underground facilities in order to prevent utility network outages and to safeguard the general public from the consequences of damages to

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underground utilities. Utility companies are required to respond within specified time periods to these requests to mark underground and buried facilities. Our underground facility locating services include locating telephone, cable television, power, water, sewer, and gas lines.

Electric and Gas Utilities and Other Construction and Maintenance Services. We perform construction and maintenance services for electric and gas utilities and other customers. These services are performed primarily on a stand-alone basis and typically include installing and maintaining overhead and underground power distribution lines. In addition, we periodically provide these services for the combined projects of telecommunication providers and electric utility companies, primarily in joint trenching situations, in which services are being delivered to new housing subdivisions. We also maintain and install underground natural gas transmission and distribution systems for gas utilities.

Competitive Strengths

Strong Long-Term Customer Relationships. We have developed and maintain strong, long-term relationships with many of our customers. A significant number of these customer relationships span decades and are managed locally, regionally and at our customers’ corporate offices. We believe our customers value our broad range of services, the resources we are able to supply to support large and complex projects, the technical expertise of our personnel, and our ability to offer a high level of service across a broad geographic footprint. Our customers include leading telephone companies such as AT&T, CenturyLink, Verizon, Windstream, and Frontier, as well as leading cable multiple system operators such as Comcast, Time Warner Cable, Charter, and Cablevision. In addition, our decentralized operations create multiple points of contact with customers, numerous individual relationships and numerous contract opportunities per customer. We believe the acquisition of Target will further broaden and strengthen our customer relationships with our existing customer base, while at the same time providing us greater customer diversification given Target’s higher percentage of rural customers.

Consistently Generate Positive Operating Cash Flow. We have generated positive operating cash flow during each fiscal year in the last 15 fiscal years, including during the downturn in the telecommunications industry during fiscal 2001 through 2003 and the more recent economic slowdown since 2009, and we have seen significant backlog growth in the last three years from new contract awards. The breadth and durability of our customer relationships is evidenced by the extensive number of multi-year master service and other long-term agreements we possess. We believe that this blue chip customer base contributed to our solid financial results even during cyclical downturns in the economy or in the telecommunications industry.

Solid Financial Strength. Our significant financial resources enable us to compete aggressively for large, complex projects, and we believe that customers view our financial strength favorably. We use our financial strength and our strong operating cash flows to differentiate our capabilities from our competitors when bidding for large contracts with significant start-up costs. When granting contacts, large telecommunications and utility customers may assess whether a vendor has sufficient financial resources to complete the contracts. We believe that many smaller, privately held, local competitors, are constrained in bidding for large-scale projects and in their ability to meet the exacting demands of these customers. Additionally, in difficult economic times, many smaller competitors are not able to update and replace their existing fleet due to capital constraints. Further, many projects require performance bonding and our ability to significantly expand our bonding capacity differentiates us from our competitors. Because of our record of generating positive operating cash flow and our conservative balance sheet, we are able to manage large projects with substantial ramp-up requirements that smaller, less financially stable competitors may be unable to undertake.

Scalable Operating Structure. We maintain a scalable operating structure that provides us with the flexibility to adjust our customers’ spending patterns. This flexibility allows us to maintain positive operating cash flows even during periods of lower demand for our services. In fiscal 2012, labor and labor related costs and

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subcontractor costs comprised approximately 72% of our costs of earned revenues. To the extent we utilize subcontracted labor to meet the demand for our services, we achieve additional flexibility in our labor-related costs and can avoid making fixed investments in specialized capabilities or equipment. We believe the acquisition of Target will further expand our operating scale and provide us with greater flexibility to adjust to our customers’ spending patterns.

Proven and Experienced Management Team. Our management team has substantial industry experience. Steven Nielsen, our President and Chief Executive Officer, has over 27 years of experience in various capacities both in our industry and in other related utility construction industries. Timothy Estes, our Chief Operating Officer, has over 39 years of experience in the telecommunications industry. In addition, members of our subsidiary management teams and Target management teams possess significant experience providing specialty contracting services.

Business Strategy

Capitalize on Long-Term Growth Drivers. We are well positioned to benefit from increased demand for reliable video, voice, and data services. As telecommunications networks experience increased demand for services, our customers must expand the capacity and improve the performance of their existing networks and, in certain instances, deploy new networks. This is increasingly important to our customers as the service offerings of the telephone and cable companies converge, with each offering reliable, competitively priced voice, video, and data services to consumers, and as fiber optic service providers increasingly deploy fiber networks directly to business and residential premises. We also have meaningfully increased our exposure to rural service providers in response to demand for rural fiber networks having significantly absorbed existing industry capacity. Additionally, mobile broadband service providers have seen dramatic increases in traffic over mobile broadband networks during the last several years driven by the proliferation of smart phones and other wireless data devices, and the mobile broadband industry is migrating from 3G technology to 4G. As a result of all these factors, our customers’ networks, both wireline and wireless, are increasingly facing demands for infrastructure upgrades that offer greater capacity and reliability, all of which increases the demand for the services we provide.

Selectively Increase Market Share. We believe our reputation for high quality service and our ability to provide services nationally create opportunities for expanding our market share. Our decentralized operating structure, consisting of hundreds of field offices throughout the lower 48 states and Canada, and numerous points of contact within customer organizations position us favorably to win new opportunities with existing customers. Our acquisition of Target will present us with new geographies in which to offer services to our existing customers and with opportunities to offer Target’s existing customer base services from our existing platform. Our significant financial resources enable us to address larger opportunities which some of our relatively capital-constrained competitors may be unable to perform. However, we do not intend to increase market share by pursuing unprofitable work.

Pursue Disciplined Financial and Operating Strategies. We manage the financial aspects of our business by centralizing certain activities which allow us to reduce costs through leveraging our scope and scale. Functions such as treasury, tax and risk management, the approval of capital equipment procurements, the design of employee benefit plans, as well as the review and promulgation of “best practices” in certain other aspects of our operations, are centralized. Additionally, we centralize efforts in information technology that are designed to support and enhance our operating efficiency. In contrast, we decentralize the recording of transactions and the financial reporting necessary for timely operational decisions. This decentralization provides greater accountability for business outcomes from our local decision makers. We also maintain a decentralized approach to marketing, field operations and ongoing customer service, empowering local managers to capture new business and execute contracts on a timely and cost-effective basis. This approach enables us to utilize our capital resources effectively and efficiently while retaining the organizational agility necessary to compete with our predominantly small, privately owned local competitors.

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Pursue Other Selective Acquisitions. We selectively pursue acquisitions when we believe doing so is operationally and financially beneficial, although we do not rely on acquisitions solely for growth. In particular, we pursue acquisitions that we believe will provide us with incremental revenue and geographic diversification while complementing our existing operations. The Acquisition is a prime example of the type of opportunity that we will continue to seek out in the future, as it will allow us to expand our geographic reach while it will also reduce customer concentration. As a result of the Acquisition, our diversification among customers will increase. On a pro forma basis, combining Dycom customer revenue for the twelve months ended October 27, 2012 with Target customer revenue for the twelve months ended September 30, 2012, revenue from the top five customers would have been 52.8%, as compared to 59.6% for Dycom customer revenue alone. We generally target companies for acquisition that have defensible leadership positions in their market niches, profitability which meets or exceeds industry averages, proven operating histories, sound management, and certain clearly identifiable cost synergies.

Dycom Investments, Inc.

Dycom Investments, Inc., the Issuer of the exchange notes offered hereby, is a wholly-owned subsidiary of Dycom Industries, Inc. Dycom Investments, Inc. has no independent operations other than as a holding company. It was formed as a Delaware corporation in 2003.

Our and the Issuer’s principal executive offices are located at 11770 U.S. Highway 1, Suite 101, Palm Beach Gardens, Florida 33408 and our telephone number is (561) 627-7171. Our website is located at www.dycomind.com. The information on or connected to this website is not part of this prospectus.

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Summary of the Exchange Offer

On December 12, 2012, we issued $90.0 million aggregate principal amount of unregistered 7.125% Senior Subordinated Notes due 2021. The unregistered notes are fully and unconditionally guaranteed as to payment of principal and interest by each of the guarantors on a joint and several basis (except that the guarantees of the subsidiary guarantors are subject to certain customary release provisions). On the same day, we and the initial purchasers of the unregistered notes entered into an exchange and registration rights agreement (the “registration rights agreement”) in which we agreed that you, as a holder of unregistered notes, would be entitled to exchange your unregistered notes for exchange notes registered under the Securities Act. This exchange offer is intended to satisfy our obligations under the registration rights agreement. After the exchange offer is completed, you will no longer be entitled to any registration rights with respect to the notes. The exchange notes will be our obligation and will be entitled to the benefits of the indenture relating to the notes. The exchange notes will also be fully and unconditionally guaranteed as to payment of principal and interest by each of the guarantors on a joint and several basis. The form and terms of the exchange notes are identical in all material respects to the form and terms of the unregistered notes, except that:

• the exchange notes have been registered under the Securities Act and, therefore, will contain no restrictive legends;

• the exchange notes will not have registration rights; and

• the exchange notes will not have rights to additional interest.

For additional information on the terms of this exchange offer, see “The Exchange Offer.”

The Exchange Offer We are offering to exchange any and all of our 7.125% Senior Subordinated Notes due 2021, which have been registered under the Securities Act, for any and all of our outstanding unregistered 7.125% Senior Subordinated Notes due 2021 that were issued on December 12, 2012. As of the date of this prospectus, $90.0 million in aggregate principal amount of unregistered 7.125% Senior Subordinated Notes due 2021 are outstanding.

Expiration of the Exchange Offer The exchange offer will expire at 5:00 P.M., New York City time, on                     , 2013, unless we decide to extend the exchange offer.

Conditions of the Exchange Offer We will not be required to accept for exchange any unregistered notes, and may amend or terminate the exchange offer if any of the following conditions or events occurs:

• the exchange offer or the making of any exchange by a holder of unregistered notes violates applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission (the “SEC”);

• any action or proceeding shall have been instituted with respect to the exchange offer which, in our reasonable judgment, would impair our ability to proceed with the exchange offer; or

• any laws, rules or regulations or applicable interpretations of the staff of the SEC are issued or promulgated which, in our good faith determination, do not permit us to effect the exchange offer.

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We will give written notice of any non-acceptance of the unregistered notes or of any amendment to or termination of the exchange offer to the registered holders of the unregistered notes promptly. We reserve the right to waive any conditions of the exchange offer.

Resales of the Exchange Notes Based on interpretative letters of the SEC staff to third parties unrelated to us, we believe that you can resell and transfer the exchange notes you receive pursuant to this exchange offer without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

• any exchange notes to be received by you will be acquired in the ordinary course of your business;

• you are not engaged in, do not intend to engage in and have no arrangements or understandings with any person to participate in, the distribution of the unregistered notes or exchange notes;

• you are not an “affiliate” (as defined in Rule 405 under the Securities Act) of ours, or, if you are such an affiliate, you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

• if you are a broker-dealer, you have not entered into any arrangement or understanding with us or any of our “affiliates” to distribute the exchange notes; and

• you are not acting on behalf of any person or entity that could not truthfully make these representations.

If you wish to participate in the exchange offer, you must represent to us in writing that these conditions have been met.

If you are a broker-dealer and you will receive exchange notes for your own account in exchange for unregistered notes that were acquired as a result of market-making activities or other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of the exchange notes. See “Plan of Distribution” for a description of the prospectus delivery obligations of broker-dealers.

Accrued Interest on the Exchange Notes and Unregistered Notes The exchange notes will accrue interest from and including January 15, 2013. We will pay interest on the exchange notes semiannually in arrears on January 15 and July 15 of each year.

Holders of unregistered notes that are accepted for exchange will be deemed to have waived the right to receive any payment in respect of interest accrued from the date on which the unregistered notes were issued until the date of the issuance of the exchange notes. Consequently, holders of exchange notes will receive the same interest payments that they would have received had they not accepted the exchange offer.

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Procedures for Tendering Unregistered Notes If you wish to participate in the exchange offer:

• You must transmit a properly completed and signed letter of transmittal, and all other documents required by the letter of transmittal, to the exchange agent at the address set forth in the letter of transmittal. These materials must be received by the exchange agent before 5:00 P.M., New York City time, on                     , 2013, the expiration date of the exchange offer. You must also provide physical delivery of your unregistered notes to the exchange agent’s address as set forth in the letter of transmittal. The letter of transmittal must also contain the representations you must make to us as described under “The Exchange Offer—Procedures for Tendering”; or

• You may effect a tender of unregistered notes electronically by book-entry transfer into the exchange agent’s account at DTC. By tendering the unregistered notes by book-entry transfer, you must agree to be bound by the terms of the letter of transmittal.

Special Procedures for Beneficial Owners If you are a beneficial owner of unregistered notes that are held through a broker, dealer, commercial bank, trust company or other nominee and you wish to tender such unregistered notes, you should contact the registered holder promptly and instruct them to tender your unregistered notes on your behalf.

Guaranteed Delivery Procedures for Unregistered Notes If you cannot meet the expiration deadline, or you cannot deliver on time your unregistered notes, the letter of transmittal or any other required documentation, or comply on time with DTC’s standard operating procedures for electronic tenders, you may tender your unregistered notes according to the guaranteed delivery procedures set forth under “The Exchange Offer—Guaranteed Delivery Procedures.”

Withdrawal Rights You may withdraw the tender of your unregistered notes at any time prior to 5:00 P.M., New York City time, on                     , 2013 the expiration date.

Consequences of Failure to Exchange If you are eligible to participate in this exchange offer and you do not tender your unregistered notes as described in this prospectus, your unregistered notes will continue to be subject to transfer restrictions. As a result of the transfer restrictions and the availability of exchange notes, the market for the unregistered notes is likely to be much less liquid than before this exchange offer. The unregistered notes will, after this exchange offer, bear interest at the same rate as the exchange notes.

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Material U.S. Federal Income Tax Considerations The exchange of the unregistered notes for exchange notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes. See “Material U.S. Federal Income Tax Considerations.”

Use of Proceeds We will not receive any proceeds from the issuance of exchange notes pursuant to the exchange offer.

Exchange Agent for Unregistered Notes U.S. Bank National Association

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Summary Description of the Exchange Notes

The following is a brief summary of certain terms of the exchange notes, the guarantees and the related indenture. The exchange notes will be issued under the indenture dated January 21, 2011, pursuant to which we issued $187,500,000 of 7.125% senior subordinated notes due 2021 on January 21, 2011 (we refer to those notes as the “existing notes”) and the $90,000,000 of unregistered notes on December 12, 2012. The exchange notes will be treated as a single series with the existing 2021 notes and will have the same terms as those of the existing 2021 notes. The exchange notes and the existing 2021 notes will vote as one class under the indenture governing the notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. For a more complete description of the terms of the exchange notes, the guarantees and the related indenture, see “Description of the Exchange Notes” contained elsewhere in this prospectus.

Issuer Dycom Investments, Inc., a direct wholly owned subsidiary of Dycom Industries, Inc.

Exchange Notes $90,000,000 aggregate principal amount of 7.125% senior subordinated notes due 2021.

Maturity Date January 15, 2021.

Interest Payment Dates January 15 and July 15.

Guarantees Dycom Industries, Inc., our parent company, and its existing and future subsidiaries that guarantee any credit facility of Dycom Industries, Inc., which are referred to as the “subsidiary guarantors,” will also fully and unconditionally guarantee the exchange notes on an unsecured senior subordinated basis (except that the guarantees of the subsidiary guarantors will be subject to certain customary release provisions). The obligations of the guarantors under their respective guarantees will be joint and several. See “Description of the Exchange Notes—Note Guarantees.”

Ranking The exchange notes will be the Issuer’s unsecured senior subordinated obligations and will:

• rank junior to all of the Issuer’s existing and future senior indebtedness including borrowings under our credit agreement;

• rank equally with the Issuer’s existing and future unsecured senior subordinated indebtedness;

• rank senior to all of the Issuer’s future indebtedness expressly subordinated to the exchange notes; and

• be effectively subordinated to all of the Issuer’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and to the liabilities of any subsidiaries that do not guarantee the exchange notes.

Similarly, the guarantees of the exchange notes will:

• rank junior to all of the existing and future senior indebtedness of such guarantors, which will include the obligations of Dycom Industries, Inc. and the subsidiary guarantees under the credit agreement;

• rank equally with the existing and future unsecured senior subordinated indebtedness of such guarantors;

• rank senior to all of the existing and future indebtedness of such guarantors expressly subordinated to the guarantees; and

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• be effectively subordinated to all of the existing and future secured indebtedness of such guarantors to the extent of the value of the assets securing such indebtedness.

As of October 27, 2012, after giving pro forma effect to the Acquisition and the Financing Transactions, the Issuer, Dycom Industries, Inc., and the subsidiary guarantors would have had approximately $478.6 million of indebtedness outstanding, of which $201.0 million would have been outstanding under the senior secured credit facility. In addition, we would have had $199.0 million of undrawn commitments under the revolving line of credit portion of the senior secured credit facility, of which approximately $154.9 million would have been available for borrowing after taking into account approximately $44.1 million of outstanding letters of credit. See “Description of the Exchange Notes—Brief Description of the Notes and the Note Guarantees.”

Optional Redemption On or before January 15, 2014, the Issuer may redeem up to 35% of the aggregate principal amount of the exchange notes with the net proceeds of certain equity offerings of Dycom Industries, Inc. at 107.125% of the principal amount thereof, if at least 65% of the aggregate principal amount of the exchange notes issued under the indenture remains outstanding. See “Description of the Exchange Notes—Optional Redemption.”

In addition, at any time prior to January 15, 2016, the Issuer may redeem the exchange notes, in whole or in part, at its option, at a redemption price equal to 100% of their principal amount plus a “make-whole premium” as of the date of redemption. See “Description of the Exchange Notes—Optional Redemption.”

On or after January 15, 2016, the Issuer may redeem some or all of the exchange notes at any time at the redemption prices set forth in the section “Description of the Exchange Notes—Optional Redemption,” plus accrued and unpaid interest, if any, to the date of redemption.

Change of Control Upon certain change of control events of Dycom Industries, Inc., each holder of exchange notes may require the Issuer to purchase all or a portion of such holder’s exchange notes at a purchase price equal to 101% of the principal amount thereof, plus accrued interest to the purchase date. See “Description of the Exchange Notes—Repurchase at the Option of Holders—Change of Control” and the definition of “Change of Control” under “Description of the Exchange Notes.” See also “Risk Factors—Risks Related to this exchange offer and the Notes—The Issuer may not have the ability to raise funds necessary to finance a change of control offer, however required by the indenture governing the exchange notes.”

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Certain Covenants The indenture governing the notes will contain covenants that, among other things, will limit the ability of Dycom Industries, Inc., and the ability of certain of Dycom Industries, Inc.’s subsidiaries, including the Issuer, to:

• pay dividends on, redeem or repurchase capital stock;

• make investments;

• incur indebtedness; and

• consolidate, merge or transfer all or substantially all of Dycom Industries, Inc.’s or the Issuer’s assets.

Certain of these covenants will cease to be in effect if the exchange notes are rated “investment grade,” as defined in the indenture.

These covenants are subject to important exceptions and qualifications, which are described under the heading “Description of the Exchange Notes” in this prospectus.

Trustee U.S. Bank National Association

Listing The exchange notes will not be listed on an exchange.

Use of Proceeds We will not receive any proceeds from the issuance of exchange notes pursuant to the exchange offer.

Material U.S. Federal Income Tax Considerations The exchange of the unregistered notes for exchange notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes. See “Material U.S. Federal Income Tax Considerations.”

Risk Factors See “Risk Factors” for a discussion of factors you should carefully consider before deciding to invest in the exchange notes, in addition to the factors affecting forward-looking statements and other information included in or incorporated by reference into this prospectus.

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Summary Consolidated Financial Information

The following tables set forth our summary selected consolidated financial information for the periods indicated. The consolidated statements of operations data for each of the years ended July 28, 2012, July 30, 2011 and July 31, 2010, which are referred to as “fiscal 2012,” “fiscal 2011” and “fiscal 2010,” respectively, are derived from our audited consolidated financial statements incorporated by reference in this prospectus. The consolidated statements of operations data for the three months ended October 27, 2012 and October 29, 2011 are derived from our unaudited condensed consolidated financial statements incorporated by reference in this prospectus. The consolidated balance sheet data as of July 28, 2012, July 30, 2011 and July 31, 2010 are derived from our audited consolidated financial statements incorporated by reference in this prospectus or from our audited consolidated financial statements not otherwise included or incorporated by reference herein. The consolidated balance sheet data as of October 27, 2012 and October 29, 2011 is derived from our unaudited condensed consolidated financial statements incorporated by reference in this prospectus or from our unaudited condensed consolidated financial statements not otherwise included or incorporated by reference herein. We use a fiscal year ending on the last Saturday in July. Fiscal 2012 and fiscal 2011 each consisted of 52 weeks, while fiscal 2010 consisted of 53 weeks. Our unaudited condensed consolidated financial statements have been prepared on a basis consistent with our audited consolidated financial statements and, in the opinion of our management, include all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of the financial position and results of operations for such periods. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year or any future period as a result of seasonal and other factors. Historical results are not necessarily indicative of future results.

You should read the summary historical consolidated financial information in conjunction with our consolidated financial statements and related notes incorporated by reference in this prospectus.

	Three Months Ended						Fiscal Year Ended
	October 27, 2012			October 29, 2011			July 28, 2012			July 30, 2011			July 31, 2010
	(dollars in thousands)
Consolidated Statements of Operations Data:
Revenues:
Contract revenues	$	323,286		$	319,575		$	1,201,119		$	1,035,868		$	988,623
Expenses:
Costs of earned revenues, excluding depreciation and amortization		257,066			255,187			968,949			837,119			810,064
General and administrative		28,824			25,358			104,024			94,622			98,140
Depreciation and amortization		15,311			15,958			62,693			62,533			63,607
Total		301,201			296,503			1,135,666			994,274			971,811
Interest expense, net		(4,197	)		(4,173	)		(16,717	)		(15,911	)		(14,175	)
Loss on debt extinguishment		—			—			—			(8,295	)		—
Other income, net		1,614			2,959			15,825			11,096			8,093
Income before income taxes		19,502			21,858			64,561			28,484			10,730
Provision for income taxes		7,641			8,892			25,183			12,377			4,881
Net Income	$	11,861		$	12,966		$	39,378		$	16,107		$	5,849

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	As of
	October 27, 2012		October 29, 2011		July 28, 2012		July 30, 2011		July 31, 2010
	(dollars in thousands)
Consolidated Balance Sheet Data:
Cash and equivalents	$	54,726	$	51,312	$	52,581	$	44,766	$	103,320
Total assets	$	771,533	$	739,907	$	772,193	$	724,755	$	679,556
Total long-term debt	$	187,500	$	187,555	$	187,500	$	187,574	$	135,350
Total stockholders’ equity	$	391,995	$	367,167	$	392,931	$	351,851	$	394,555

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RISK FACTORS

You should carefully consider the risk factors set forth below and in the Annual Report on Form 10-K of Dycom Industries, Inc. for fiscal 2012, which is incorporated herein by reference, as well as the other information contained in this prospectus before deciding whether to participate in the exchange offer. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. Any of the following risks or those set forth in the Annual Report on Form 10-K of Dycom Industries, Inc. could materially adversely affect our business, financial condition or results of operations. In such case, the trading price of the notes could decline, the Issuer and the guarantors may not be able to make payments of interest and principal on the notes and you may lose all or part of your original investment.

Risks Relating to the Exchange Notes

Our indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under the notes.

After the Acquisition and the Financing Transactions, we have a significant amount of indebtedness. As of October 27, 2012, after giving pro forma effect to the Acquisition and the Financing Transactions, we would have had approximately $478.6 million of indebtedness outstanding, of which $201.0 million would have been senior debt. In addition, we would have had $199.0 million of undrawn commitments under the revolving line of credit portion of the senior secured credit facility, of which approximately $154.9 million would have been available for borrowing after taking into account approximately $44.1 million of outstanding letters of credit.

Our indebtedness could have important consequences to you. For example, it could:

• make it more difficult for us to satisfy our obligations with respect to the notes;

• increase our vulnerability to general adverse economic and industry conditions;

• require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;

• limit our flexibility in planning for, or reacting to, changes in our business and changes in the industries we serve and the industry in which we operate;

• limit our ability to make strategic acquisitions or cause us to make non-strategic divestitures;

• place us at a competitive disadvantage compared to our competitors that have less debt; and

• limit our ability to borrow additional funds for working capital, capital expenditures and general corporate and other purposes.

In addition, we and all of our restricted subsidiaries must comply with various restrictive covenants contained in our senior secured credit facility, the indenture governing the notes offered hereby and any of our future debt arrangements. These covenants, among other things, limit our ability and the ability of all of our restricted subsidiaries to engage in activities that may be in our long-term best interests, including the ability to:

• incur additional debt or liens;

• pay dividends;

• make payments in respect of or redeem or acquire any debt or equity issued by us;

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• sell assets;

• make loans or investments; and

• acquire or be acquired by other companies.

If we are unable to generate sufficient cash flow or otherwise obtain funds necessary to make required payments on our indebtedness or if we otherwise fail to comply with the various covenants in such indebtedness, including covenants in our senior secured credit facility, or the indenture governing the notes issued hereby, we would be in default. This default would permit the holders of such indebtedness to accelerate the maturity of such indebtedness and could cause defaults under our indebtedness, including the notes, or result in our bankruptcy. Such defaults, or any bankruptcy resulting therefrom, could result in a default on any such indebtedness and could delay or preclude payment of principal of, or interest on, such indebtedness, including the notes. Our ability to meet our obligations will depend upon our future performance, which will be subject to prevailing economic conditions and to financial, business and other factors, including factors beyond our control.

Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our existing indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indenture do not fully prohibit us or our subsidiaries from doing so. If new debt is added to our and our subsidiaries’ current debt levels, the related risks that we and they now face could intensify.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness, including these notes, and to fund planned capital expenditures, will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under the senior secured credit facility in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. Our new senior secured credit facility requires amortization payments beginning on March 31, 2013 and is scheduled to mature in 2017, before the maturity of the notes in 2021. We may need to refinance all or a portion of our indebtedness, including the notes and amounts borrowed under the senior secured credit facility, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our credit agreement and the notes, on commercially reasonable terms or at all.

Your right to receive payments on the notes is junior to certain of our existing indebtedness and possibly all of our future borrowings. Further, the guarantees of the notes are junior to all of our guarantors’ existing indebtedness and possibly to all their future borrowings.

The notes and the guarantees rank behind all of our and the guarantors’ existing indebtedness and all of our and their future borrowings, except for the existing notes and any future indebtedness that expressly provides that it ranks equal with, or subordinated in right of payment to, the notes and the guarantees. As a result, upon any distribution to our creditors or the creditors of the guarantors in a bankruptcy, liquidation or reorganization or similar proceeding relating to our or the guarantors or our or their property, the holders of any senior debt of the Issuer and the guarantors will be entitled to be paid in full and in cash before any payment may be made with respect to the notes or the guarantees.

In addition, all payments on the notes and the guarantees will be blocked in the event of a payment default on senior debt and may be blocked for up to 179 of 360 consecutive days in the event of certain non-payment defaults on senior debt.

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In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors, holders of the notes will participate with trade creditors and all other holders of our and the guarantors’ subordinated indebtedness in the assets remaining after the we and the guarantors have paid all of our and the guarantors’ senior debt. However, because the indenture requires that amounts otherwise payable to holders of the notes in a bankruptcy or similar proceeding be paid to holders of senior debt instead, holders of the notes may receive less, ratably, than holders of trade payables in any such proceeding.

Assuming we had completed the Acquisition and Financing Transactions on October 27, 2012, we would have had $199.0 million of undrawn commitments under the revolving line of credit portion of the senior secured credit facility, of which approximately $154.9 million would have been available for borrowing, and all of which is scheduled to mature in 2017, before the maturity of the notes in 2021, and the notes and the guarantees would be subordinated to such senior debt when and if incurred. We will be permitted to borrow substantial additional indebtedness, including senior debt, in the future under the terms of the indenture governing the notes.

We may not have access to the cash flow and other assets of our subsidiaries that may be needed to make payment on the notes.

The Issuer of the notes is a holding company with no assets or operations. Although our business is conducted through our subsidiaries, none of our subsidiaries is obligated to make funds available to us for payment on the notes. Accordingly, our ability to make payments on the notes is dependent on the earnings and the distribution of funds from our subsidiaries. Furthermore, our subsidiaries will be permitted under the terms of the indenture governing the notes to incur additional indebtedness that may severely restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to us. We cannot assure you that the agreements governing the current and future indebtedness of our subsidiaries will permit our subsidiaries to provide us with sufficient dividends, distributions or loans to fund payments on these notes when due.

Your right to receive payments on these notes could be adversely affected if any of our non-guarantor subsidiaries declare bankruptcy, liquidate, or reorganize.

Some but not all of our subsidiaries will guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us and our creditors, including holders of notes.

Assuming we had completed the Acquisition and Financing Transactions on October 27, 2012, the notes would have been effectively junior to $4.4 million of indebtedness and other liabilities (including trade payables and excluding $2.0 million of intercompany indebtedness owed to guarantors of the notes) of our non-guarantor subsidiaries. Our non-guarantor subsidiaries generated approximately 1.2% of our consolidated revenues in fiscal 2012 and held approximately 2.9% of our consolidated total assets as of October 27, 2012. On a pro forma basis, our non-guarantor subsidiaries generated approximately 0.8% of our pro forma combined revenues for fiscal 2012 and held approximately 1.9% of our pro forma combined total assets as of October 27, 2012.

We may not have the ability to raise the funds necessary to finance a change of control offer, however required by the indenture governing the notes.

Upon the occurrence of certain specific kinds of change of control events, the Issuer will be required to offer to repurchase all outstanding notes at 101% of the principal amount thereof plus accrued and unpaid interest and additional interest, if any, to the date of repurchase. However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of notes or that restrictions in our credit agreement will not allow such repurchases. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a “Change of Control” under the indenture. See “Description of the Exchange Notes—Repurchase at the Option of Holders—Change of Control.”

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A guarantee could be voided under fraudulent transfer laws, which could result in the noteholders being able to rely only on us to satisfy claims.

A guarantee that is found to be a fraudulent transfer may be voided under the fraudulent transfer laws described below. The application of these laws requires the making of complex factual determinations and estimates as to which there may be different opinions and views.

In general, federal and state fraudulent transfer laws provide that a guarantee can be voided, or claims under a guarantee may be subordinated to all other debts of that guarantor if, among other things, at the time it incurred the indebtedness evidenced by its guarantee:

• the guarantor intended to hinder, delay or defraud any present or future creditor; or

• the guarantor received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee; and

• was insolvent or rendered insolvent by reason of such incurrence;

• was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or

• intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.

In addition, any payment by that guarantor under a guarantee could be voided and required to be returned to the guarantor or to a fund for the benefit of the creditors of the guarantor.

The indenture governing the notes contains a “savings clause,” which limits the liability of each guarantor that is a subsidiary of ours on its guarantee to the maximum amount that such guarantor can incur without risk that its guarantee will be subject to avoidance as a fraudulent transfer. We cannot assure you that this limitation will protect such guarantees from fraudulent transfer challenges or, if it does, that the remaining amount due and collectible under the guarantees would suffice, if necessary, to pay the notes in full when due. Furthermore, in a recent case, Official Committee of Unsecured Creditors of TOUSA, Inc. v. Citicorp North America, Inc., the U.S. Bankruptcy Court for the Southern District of Florida held that a savings clause similar to the savings clause used in the indenture was unenforceable. As a result, the subsidiary guarantees were found to be fraudulent conveyances. The United States Court of Appeals for the Eleventh Circuit recently affirmed the liability findings of the Bankruptcy Court without ruling directly on the enforceability of savings clauses generally. However, if the TOUSA decision is followed by other courts, the risk that the guarantees would be deemed fraudulent conveyances would be significantly increased.

If a court declares the notes or guarantees to be void, or if the notes or guarantees must be limited or voided in accordance with their terms, any claim a noteholder may make against us for amounts payable on the notes could, with respect to amounts claimed against us or the guarantors, be subordinated to our indebtedness and the indebtedness of our guarantors, including trade payables. The measures of insolvency for purposes of fraudulent transfer laws vary depending upon the governing law. Generally, a guarantor would be considered insolvent if:

• the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

• the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they become due.

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We cannot predict:

• what standard a court would apply in order to determine whether a guarantor was insolvent as of the date it issued the guarantee or whether, regardless of the method of valuation, a court would determine that the guarantor was insolvent on that date; or

• whether a court would determine that the payments under the guarantee constituted fraudulent transfers or conveyances on other grounds.

In the event that the guarantee of the notes by a guarantor is voided as a fraudulent conveyance, holders of the notes would effectively be subordinated to all indebtedness and other liabilities of that guarantor.

The ability of holders of notes to require us to repurchase notes as a result of a disposition of “substantially all” of our assets or a change in the composition of our board of directors is uncertain.

The definition of change of control in the indenture governing the notes offered hereby includes a phrase relating to the sale, transfer, conveyance or other disposition of “all or substantially all” of our and our subsidiaries’ assets, taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no established precise definition of the phrase. Accordingly, the ability of a holder of notes to require us to repurchase such notes as a result of a sale, transfer, conveyance or other disposition of less than all of our and our subsidiaries’ assets, taken as a whole, to another person or group is uncertain. In addition, a recent Delaware Chancery Court decision raised questions about the enforceability of provisions that are similar to those in the indenture governing the notes offered hereby, related to the triggering of a change of control as a result of a change in the composition of a board of directors. Accordingly, the ability of a holder of notes to require us to repurchase notes as a result of a change in the composition of the directors on our board is uncertain.

A decline in our credit ratings could negatively affect the trading price of the notes and also our ability to refinance our debt.

Our credit rating and the rating for the notes could be lowered, suspended or withdrawn entirely, at any time, by the rating agencies, if, in each rating agency’s judgment, circumstances warrant. A downgrade or withdrawal, or the announcement of a possible downgrade or withdrawal, of the credit rating for the notes may cause the trading price of the notes to decline significantly. In addition, downgrades in our long-term debt ratings may make it more difficult to refinance our debt and increase the cost of any debt that we may incur in the future.

Risks Relating to the Acquisition

We may not realize the benefits of integrating our companies.

The Acquisition will involve the integration of our operations with the operations of Target and the uncertainties inherent in such integration. Integration will require substantial management attention and could detract attention from day-to-day business of the combined company. We could encounter difficulties in the integration process, such as the need to revisit assumptions about revenues, capital expenditures and operating costs, including synergies, the loss of key employees or commercial relationships or the need to address unanticipated liabilities. In addition, we expect to incur transaction and integration costs of approximately $5 million to $8 million during fiscal 2013 for investments in information technology and process changes, and we cannot assure you that our actual costs will not exceed those estimates. If we cannot successfully integrate Target into our existing business, we may fail to realize the expected benefits of the acquisition.

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The historical and pro forma financial information included elsewhere in this prospectus and incorporated by reference herein may not be representative of our results as a combined company after the Acquisition and may not be indicative of what our results of operations, financial position and cash flows will be in the future. Accordingly, you have limited financial information on which to evaluate the acquired business, the combined company and your investment decision.

We and Target operated as separate companies prior to the Acquisition. We have had no prior history as a combined entity and our operations have not previously been managed on a combined basis. Preparing the pro forma financial information contained in this prospectus and incorporated by reference herein involved making several assumptions, including the allocation of the purchase price to tangible and intangible assets and assumed liabilities and the makeup of our capital structure after the consummation of the Acquisition and the Financing Transactions. These assumptions may prove to be inaccurate and the allocation of the purchase price is only preliminary and could change materially. Therefore, the historical financial statements and pro forma financial statements presented in this prospectus and incorporated by reference herein may not reflect what our results of operations, financial position and cash flows would have been had we operated on a combined basis and may not be indicative of what our results of operations, financial position and cash flows will be in the future.

Risks Relating to the Exchange Offer

If you do not properly tender your unregistered notes, your ability to transfer such outstanding unregistered notes will be adversely affected.

We will only issue exchange notes in exchange for unregistered notes that are timely received by the exchange agent, together with all required documents, including a properly completed and signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the unregistered notes and you should carefully follow the instructions on how to tender your unregistered notes. None of us, the guarantors or the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the unregistered notes. If you do not tender your unregistered notes or if your tender of unregistered notes is not accepted because you did not tender your unregistered notes properly, then, after consummation of the exchange offer, you will continue to hold unregistered notes that are subject to the existing transfer restrictions. After the exchange offer is consummated, if you continue to hold any unregistered notes, you may have difficulty selling them because there will be fewer unregistered notes remaining and the market for such unregistered notes, if any, will be much more limited than it is currently. In particular, the trading market for unexchanged unregistered notes could become more limited than the existing trading market for the unregistered notes and could cease to exist altogether due to the reduction in the amount of the unregistered notes remaining upon consummation of the exchange offer. A more limited trading market might adversely affect the liquidity, market price and price volatility of such untendered unregistered notes.

If you are a broker-dealer or participating in a distribution of the exchange notes, you may be required to deliver prospectuses and comply with other requirements.

If you tender your unregistered notes for the purpose of participating in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. If you are a broker-dealer that receives exchange notes for your own account in exchange for unregistered notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of such exchange notes.

There may be no active trading market for the exchange notes, and, if one develops, it may not be liquid.

The exchange notes will constitute new issues of securities for which there is no established trading market. We do not intend to list the exchange notes on any national securities exchange. Although the initial purchaser advised us on the date the unregistered notes were issued that it intended to make a market in the exchange notes,

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it is not obligated to do so and may discontinue such market making activity at any time without notice. In addition, market making activity will be subject to the limits imposed by the Securities Act, and may be limited during the exchange offer. There can be no assurance as to the development or liquidity of any market for the exchange notes, the ability of the holders to sell their exchange notes or the price at which the holders would be able to sell their exchange notes. Future trading prices of the exchange notes will depend on many factors, including:

• our operating performance and financial condition;

• our ability to complete the offer to exchange the unregistered notes for the exchange notes;

• the interest of securities dealers in making a market; and

• the market for similar securities.

Historically, the market for non-investment-grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes offered hereby. The market for the exchange notes may be subject to similar disruptions. Any such disruptions may adversely affect the value of your exchange notes.

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FORWARD-LOOKING STATEMENTS

This prospectus including any documents incorporated by reference or deemed to be incorporated by reference contains “forward-looking statements,” which are statements relating to future events, future financial performance, strategies, expectations, and competitive environment. Words such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “forecast,” “may,” “should,” “could,” “project” and similar expressions, as well as statements in future tense, identify forward-looking statements.

You should not read forward-looking statements as a guarantee of future performance or results. They will not necessarily be accurate indications of whether or at what time such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief at that time with respect to future events. Such statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

• anticipated outcomes of contingent events, including litigation;

• projections of revenues, income or loss, or capital expenditures;

• whether the carrying value of our assets are impaired;

• plans for future operations, growth and acquisitions, dispositions, or financial needs;

• availability of financing;

• plans for the integration of Target, including anticipated costs and capital expenditures;

• restrictions imposed by our credit agreement and the indenture governing the notes;

• the use of our cash flow to service our debt;

• future economic conditions and trends in the industries we serve;

• assumptions relating to any of foregoing;

and other factors discussed under the heading “Risk Factors” in this prospectus and described in our filings with the SEC, including the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” sections included in our Annual Report on Form 10-K for the fiscal year ended July 28, 2012 and the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections included in our Quarterly Report on Form 10-Q for the fiscal quarter ended October 27, 2012, each of which is incorporated by reference in this prospectus.

Our forward-looking statements are expressly qualified in their entirety by this cautionary statement. Our forward-looking statements are only made as of the date of this prospectus and we undertake no obligation to update these forward-looking statements to reflect new information, subsequent events or otherwise.

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RATIO OF EARNINGS TO FIXED CHARGES

Set forth below is information concerning our ratio of earnings to fixed charges. This ratio shows the extent to which our business generates enough earnings after the payment of all expenses other than interest to make required interest payments on our debt.

For the purposes of determining the ratio of earnings to fixed charges, earnings are defined as pretax income from operations plus fixed charges. Fixed charges consist of all interest expense, amortization of debt issuance costs and an estimate of the interest within rental expense.

Three Months Ended

Fiscal Year Ended

October 27, 2012

July 28, 2012

July 30, 2011

July 31, 2010

July 25, 2009

July 26, 2008

Ratio of Earnings to Fixed Charges

4.3x

3.7x

2.3x

1.5x

(

*)

2.8x

* The ratio of earnings to fixed charges was less than one-to-one for fiscal 2009 and earnings were insufficient to cover fixed charges by $76.4 million.

USE OF PROCEEDS

We will not receive any proceeds from the exchange offer. In consideration for issuing the exchange notes contemplated by this prospectus, we will receive unregistered notes in like principal amount. The unregistered notes surrendered in exchange for the exchange notes will be retired and canceled and cannot be reissued. Accordingly, the issuance of the exchange notes will not result in any change in our indebtedness.

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DESCRIPTION OF OUR SENIOR SECURED CREDIT FACILITY

The Acquisition was funded, in part, by a new, five-year $400 million senior secured credit facility syndicated and arranged by Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC. The senior secured credit facility replaced our existing credit facility which was due to expire in June 2015. The existing credit facility had no outstanding borrowings and $44.1 million of existing letters of credit that were transferred to the new credit facility. The outstanding letters of credit are issued as part of our insurance program. The new facility provides for (i) maximum revolving credit facility borrowings of $275.0 million, including a sublimit of $150.0 million for the issuance of letters of credit, and (ii) term loans in an aggregate principal amount not to exceed $125.0 million. Subject to certain conditions, the credit agreement that governs the facility provides for the ability to enter into one or more incremental facilities in an aggregate amount not to exceed $100.0 million, either by increasing the revolving commitments under the credit agreement and/or the establishment of one or more term loans. Amounts borrowed under the revolving line of credit may be borrowed, repaid, and re-borrowed from time to time until maturity. Amounts borrowed and repaid under the term loan facility may not be re-borrowed.

Borrowings under the senior secured credit facility (other than swingline loans) bear interest at a rate equal to either (a) the administrative agent’s base rate, described in the credit agreement as the highest of (i) the administrative agent prime rate, (ii) the federal funds rate plus 0.50%, and (iii) a floating rate of interest equal to one month LIBOR plus 1.00%, or (b) the eurodollar rate, plus, in each case, an applicable margin based on our consolidated leverage ratio. Swingline loans bear interest at a rate equal to the administrative agent’s base rate plus a margin based on our consolidated leverage ratio. Through the quarter ended January 26, 2013, revolving borrowings are eligible for a margin of 1.0% for borrowings based on the administrative agent’s base rate and 2.0% for borrowings based on the eurodollar rate. The payments under the senior secured credit facility are guaranteed by most of our subsidiaries and most of the subsidiaries to be acquired in the Acquisition and the obligations under the senior secured credit facility are secured by the stock of each of our wholly-owned, domestic subsidiaries, including substantially all subsidiaries acquired in the Acquisition. We will incur a commitment fee, at rates that range from 0.250% to 0.400% of the unutilized commitments depending on our leverage ratio. The credit agreement also requires the payment of fees for outstanding letters of credit, based on our consolidated leverage ratio. Based on our consolidated leverage ratio, fees for outstanding letters of credit will be 2.00% through the quarter ended January 26, 2013. The term loan is subject to annual amortization payable in equal quarterly installments of principal in annual amounts, with the first installment due and payable on March 31, 2013. The scheduled annual amortization is as follows: 5% in year one of the term loan (2013), 7.5% in year two (2014), 10.0% in year three (2015), 12.5% in year four (2016) and 15% in year five (2017).

The credit agreement contains certain affirmative and negative covenants, including, without limitation, limitations with respect to indebtedness, liens, investments, distributions, mergers and acquisitions, dispositions of assets, sale-leaseback transactions, transactions with affiliates and capital expenditures. The credit agreement contains financial covenants that require us to (i) maintain a consolidated leverage ratio of not greater than (1) 3.50 to 1.00 for fiscal quarters ending January 26, 2013 through April 26, 2014, (2) 3.25 to 1.00 for fiscal quarters ending July 26, 2014 through April 25, 2015 and (3) 3.00 to 1.00 for fiscal quarters ending July 25, 2015 and each fiscal quarter thereafter, in each case as measured on a trailing four quarter basis at the end of each fiscal quarter, and (ii) maintain a consolidated interest coverage ratio of not less than 3.00 to 1.00, as measured at the end of each fiscal quarter. On a pro forma basis, had the Acquisition and the Financing Transactions occurred as of October 27, 2012, we would have had $76.0 million outstanding revolving borrowings, $44.1 million of outstanding letters of credit and $125 million of a term loan outstanding. On a pro forma basis, had the Acquisition and the Financing Transactions occurred as of October 27, 2012, we would have had additional borrowing availability of up to $154.9 million, as determined by the most restrictive covenants of the credit agreement.

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THE EXCHANGE OFFER

Purpose and Effect of Exchange Offer; Registration Rights

We sold the unregistered notes to Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the initial purchasers, pursuant to a purchase agreement, dated November 28, 2012. The initial purchasers resold the unregistered notes in reliance on Rule 144A and Regulation S under the Securities Act. In connection with the sale of the unregistered notes, we entered into an exchange and registration rights agreement (the “registration rights agreement”) with the initial purchasers.

Under the registration rights agreement we agreed:

(1) within 180 days after the date on which the unregistered notes were issued, to use all commercially reasonable efforts to file a registration statement with the SEC with respect to the exchange offer to exchange the unregistered notes for exchange notes of the Company identical in all material respects to the unregistered notes (except that the exchange notes will not contain terms with respect to transfer restrictions);

(2) to use all commercially reasonable efforts to cause the registration statement to be declared effective under the Securities Act within 270 days after the date on which the unregistered notes were issued;

(3) to use all commercially reasonable efforts to commence the exchange offer; and

(4) to use all commercially reasonable efforts to keep the exchange offer open for not less than 20 days (or longer if required by applicable law) after the date notice of the exchange offer is mailed to the holders of the notes.

For each unregistered note validly tendered to us and not withdrawn pursuant to the exchange offer, we will issue to the holder of such unregistered note an exchange note having a principal amount equal to that of the surrendered unregistered note. Interest on each exchange note will accrue from the last interest payment date on which interest was paid on the unregistered note surrendered in exchange therefor, or, if no interest has been paid on such unregistered note, from the date of its original issue.

Under existing interpretations of the SEC staff, the exchange notes will be freely transferable by holders other than our affiliates after the exchange offer without further registration under the Securities Act if the holder of the exchange notes represents to us in the exchange offer that it is acquiring the exchange notes in the ordinary course of its business, that it has no arrangement or understanding with any person to participate in the distribution of the exchange notes and that it is not an affiliate of the Company, as such terms are interpreted by the SEC staff; provided, however, that broker-dealers receiving exchange notes in the exchange offer in exchange for unregistered notes that were acquired as a result of market-making or other trading activities will have a prospectus delivery requirement with respect to resales of such exchange notes. The SEC staff has taken the position that such participating broker-dealers may fulfill their prospectus delivery requirements with respect to such exchange notes with the prospectus contained in the registration statement.

Under the registration rights agreement, the Company is required to allow participating broker-dealers and other persons, if any, with similar prospectus delivery requirements to use the prospectus contained in the registration statement in connection with the resale of the exchange notes for 180 days following the effective date of such registration statement (or such shorter period during which Participating Broker-Dealers are required by law to deliver such prospectus).

The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of unregistered notes in any jurisdiction in which the exchange offer or the acceptance of the exchange offer would not be in compliance with the securities laws or blue sky laws of such jurisdiction.

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If a holder is eligible to participate in this exchange offer and does not tender its unregistered notes as described in this prospectus, such holder will not have any further registration rights. In that case, the unregistered notes of such holder will continue to be subject to restrictions on transfer under the Securities Act.

Shelf Registration

In the registration rights agreement, we agreed to file a shelf registration statement in certain circumstances, including if:

(1) we are not required to file the exchange offer registration statement or applicable law or SEC policy do not permit us to effect such an exchange offer;

(2) the effective time of the exchange offer registration statement is not within 270 days of the date on which the unregistered shares are issued and we do not consummate the exchange offer within 30 business days of such effective time; or

(3) certain holders are prohibited by law or SEC policy from participating in the exchange offer or may not resell the exchange notes acquired by them in the exchange offer to the public without delivering a prospectus.

If a shelf registration is required, we will:

(1) use all commercially reasonable efforts to file the shelf registration statement with the SEC covering resales of the unregistered notes or the exchange notes, as the case may be, on or prior to the later of 180 days after the date on which the unregistered notes were issued or 60 days after such filing obligation arises;

(2) use all commercially reasonable efforts to cause the shelf registration statement to be declared effective under the Securities Act on or prior to the 270th day after the date such obligation arises; and

(3) keep the shelf registration statement effective until the earliest of (A) one year after the shelf registration statement is declared effective and (B) the date on which all notes registered thereunder are disposed of in accordance therewith.

We will, in the event a shelf registration statement is filed, among other things, provide to each holder for whom such shelf registration statement was filed copies of the prospectus which is a part of the shelf registration statement, notify each such holder when the shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of the unregistered notes or the exchange notes, as the case may be. A holder selling the unregistered notes or exchange notes pursuant to the shelf registration statement generally would be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the registration rights agreement that are applicable to such holder (including certain indemnification obligations).

We may require each holder requesting to be named as a selling security holder to furnish to us such information regarding the holder and the distribution of the unregistered notes or exchange notes by the holder as we may from time to time reasonably require for the inclusion of the holder in the shelf registration statement, including requiring the holder to properly complete and execute such selling security holder notice and questionnaires, and any amendments or supplements thereto, as we may reasonably deem necessary or appropriate. We may refuse to name any holder as a selling security holder that fails to provide us with such information.

Additional Interest

We will pay additional cash interest on the unregistered notes, subject to certain exceptions,

(1) if the we fail to file a registration statement with the SEC on or prior to the 180th day after the date on which the unregistered notes were issued,

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(2) if the registration statement is not declared effective by the SEC on or prior to the 270th day after the date on which the unregistered notes were issued or, if obligated to file a shelf registration statement, a shelf registration statement is not declared effective by the SEC on or prior to the 270th day after the date the obligation to file such shelf registration statement arises,

(3) if the exchange offer is not consummated on or before the 40th day after the registration statement is declared effective,

(4) if obligated to file the shelf registration statement, we fail to file the shelf registration statement with the SEC on or prior to the later of 180 days after the date on which the unregistered notes were issued or 60 days after such filing obligation arises, or

(5) after the registration statement or the shelf registration statement, as the case may be, is declared effective, such registration statement or shelf registration statement thereafter ceases to be effective or usable (subject to certain exceptions) (each such event referred to in the preceding clauses (1) through (6), a “registration default”);

from and including the date on which any such registration default shall occur to but excluding the date on which all registration defaults have been cured.

The rate of the additional interest will be 0.25% per annum for the first 90-day period immediately following the occurrence of a registration default, and such rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all registration defaults have been cured, up to a maximum additional interest rate of 1.0% per annum. We will pay such additional interest on regular interest payment dates. Such additional interest will be in addition to any other interest payable from time to time with respect to the unregistered notes and the exchange notes.

The exchange offer is intended to satisfy our exchange offer obligations under the registration rights agreement. The exchange notes issued upon consummation of the exchange offer will not confer rights to additional interest as set forth above. The above summary of the registration rights agreement is not complete and is subject to, and qualified by reference to, all the provisions of the registration rights agreement. A copy of the registration rights agreement is an exhibit to the registration statement that includes this prospectus.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we are offering to exchange $1,000 principal amount of exchange notes for each $1,000 principal amount of unregistered notes. You may tender some or all of your unregistered notes only in integral multiples of $1,000. As of the date of this prospectus, $90,000,000 aggregate principal amount of the unregistered notes are outstanding.

The terms of the exchange notes to be issued are substantially similar to the unregistered notes, except that the exchange notes will have been registered under the Securities Act and, therefore, the certificates for the exchange notes will not bear legends restricting their transfer. Holders of the exchange notes will not have registration rights and will not have rights to additional interest. The exchange notes will be issued under and be entitled to the benefits of the Indenture (as defined in “—Description of the Exchange Notes”).

In connection with the issuance of the unregistered notes, we arranged for the unregistered notes to be issued and transferable in book-entry form through the facilities of DTC, acting as a depositary. The exchange notes will also be issuable and transferable in book-entry form through DTC.

There will be no fixed record date for determining the eligible holders of the unregistered notes that are entitled to participate in the exchange offer. We will be deemed to have accepted for exchange validly tendered unregistered notes when and if we have given oral (promptly confirmed in writing) or written notice of acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders of unregistered notes for the purpose of receiving exchange notes from us and delivering them to such holders.

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If any tendered unregistered notes are not accepted for exchange because of an invalid tender or the occurrence of certain other events described herein, certificates for any such unaccepted unregistered notes will be returned, without expenses, to the tendering holder thereof promptly after the expiration of the exchange offer.

Holders of unregistered notes who tender in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of unregistered notes for exchange notes pursuant to the exchange offer. We will pay all charges and expenses, other than certain applicable taxes, in connection with the exchange offer. It is important that you read the section “—Fees and Expenses” below for more details regarding fees and expenses incurred in the exchange offer.

Any unregistered notes which holders do not tender or which we do not accept in the exchange offer will remain outstanding and continue to accrue interest and will be subject to restrictions on transfer. We will not have any obligation to register such unregistered notes under the Securities Act. Holders wishing to transfer unregistered notes would have to rely on exemptions from the registration requirements of the Securities Act.

Conditions of the Exchange Offer

You must tender your unregistered notes in accordance with the requirements of this prospectus and the letter of transmittal in order to participate in the exchange offer. Notwithstanding any other provision of the exchange offer, or any extension of the exchange offer, we will not be required to accept for exchange any unregistered notes, and may amend or terminate the exchange offer if:

• the exchange offer, or the making of any exchange by a holder of unregistered notes, violates applicable law or any applicable interpretation of the staff of the SEC;

• any action or proceeding shall have been instituted with respect to the exchange offer which, in our reasonable judgment, would impair our ability to proceed with the exchange offer; and

• any laws, rules or regulations or applicable interpretations of the staff of the SEC have been issued or promulgated, which, in our good faith determination, does not permit us to effect the exchange offer.

Expiration Date; Extensions; Amendment; Termination

The exchange offer will expire 5:00 P.M., New York City time, on                     , 2013, unless we, in our sole discretion, extend it. In the case of any extension, we will notify the exchange agent in writing of any extension. We will also notify the registered holders of unregistered notes of the extension no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration of the exchange offer.

To the extent we are legally permitted to do so, we expressly reserve the right, in our sole discretion, to:

• delay accepting any unregistered note in the event that we extend the exchange offer;

• waive any condition of the exchange offer; and

• amend the terms of the exchange offer in any manner.

We will give written notice of any non-acceptance of the unregistered notes or of any amendment to the exchange offer to the registered holders of the unregistered notes promptly. If we consider an amendment to the exchange offer to be a material change, we will promptly inform the registered holders of unregistered notes of such amendment in a reasonable manner and will extend the exchange offer if necessary so that at least five business days, or longer if required by law, remain in the offer period following notice of the material change.

If we determine, in our reasonable judgment, that any of the events or conditions described in “—Conditions of the Exchange Offer” has occurred, we may terminate the exchange offer. We may:

• refuse to accept any unregistered notes and return any unregistered notes that have been tendered to the holders;

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• extend the exchange offer and retain all unregistered notes tendered prior to the expiration of the exchange offer, subject to the rights of the holders of tendered unregistered notes to withdraw their tendered unregistered notes; or

• waive the termination event with respect to the exchange offer and accept all properly tendered unregistered notes that have not been withdrawn.

If any such waiver constitutes a material change in the exchange offer, we will disclose the change by means of a supplement to this prospectus which will be distributed to each registered holder of unregistered notes, and we will extend the exchange offer for a period of five to ten business days, depending upon the significance of the waiver and the manner of disclosure to the registered holders of the unregistered notes, if the exchange offer would otherwise expire during that period.

Any determination by us concerning the events described above will be final and binding upon the parties. Without limiting the manner by which we may choose to make public announcements of any extension, delay in acceptance, amendment or termination of the exchange offer, we will have no obligation to publish, advertise, or otherwise communicate any public announcement, other than by making a timely release to a financial news service.

Interest on the Exchange Notes

The exchange notes will accrue interest from and including January 15, 2013. Interest will be paid on the exchange notes semiannually on January 15 and July 15 of each year. Holders of unregistered notes that are accepted for exchange will be deemed to have waived the right to receive any payment in respect of interest accrued from the date on which the unregistered notes were issued until the date of the issuance of the exchange notes. Consequently, holders of exchange notes will receive the same interest payments that they would have received had they not accepted the exchange offer.

Resale of Exchange Notes

Based upon existing interpretations of the staff of the SEC set forth in several no-action letters issued to third parties unrelated to us, we believe that the exchange notes issued pursuant to the exchange offer in exchange for the unregistered notes may be offered for resale, resold and otherwise transferred by you without complying with the registration and prospectus delivery provisions of the Securities Act, provided that:

• any exchange notes to be received by you will be acquired in the ordinary course of your business;

• you are not engaged in, do not intend to engage in and have no arrangements or understandings with any person to participate in, the distribution of the unregistered notes or exchange notes;

• you are not an “affiliate” (as defined in Rule 405 under the Securities Act) of ours or, if you are such an affiliate, you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

• if you are a broker-dealer, you have not entered into any arrangement or understanding with us or any of our “affiliates” to distribute the exchange notes; and

• you are not acting on behalf of any person or entity that could not truthfully make these representations.

In addition, if you are a broker-dealer and you will receive exchange notes for your own account in exchange for unregistered notes that were acquired as a result of market-making activities or other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of the exchange notes.

If you wish to participate in the exchange offer, you will be required to make these representations to us in the letter of transmittal or through DTC’s Automated Tender Offer Program procedures, as described below. If our belief is inaccurate and you transfer any exchange note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration under the Securities Act, you may incur liability under the Securities Act. We do not assume or indemnify you against such liability.

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If you are a broker-dealer that receives exchange notes in exchange for unregistered notes held for your own account, as a result of market-making or other trading activities, you must acknowledge that you will deliver a prospectus in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act. The prospectus, as it may be amended or supplemented from time to time, may be used by any broker-dealers in connection with resales of exchange notes received in exchange for unregistered notes. We have agreed that, for a period of 180 days after the consummation of the exchange offer, we will make this prospectus and any amendment or supplement to this prospectus available to any such broker-dealer for use in connection with any resale.

Clearing of the Notes

Upon consummation of the exchange offer, the exchange notes will have different CUSIP and ISIN numbers from the unregistered notes.

Procedures for Tendering

The term “holder” with respect to the exchange offer means any person in whose name unregistered notes are registered on our agent’s books or any other person who has obtained a properly completed bond power from the registered holder, or any person whose unregistered notes are held of record by DTC who desires to deliver such unregistered notes by book-entry transfer at DTC.

Except in limited circumstances, only a DTC participant listed on a DTC securities position listing with respect to the unregistered notes may tender its unregistered notes in the exchange offer. To tender unregistered notes in the exchange offer, holders of unregistered notes that are DTC participants may follow the procedures for book-entry transfer as provided for below under “—Book-Entry Transfer” and in the letter of transmittal.

In addition:

• the exchange agent must receive any corresponding certificate or certificates representing unregistered notes along with the letter of transmittal;

• the exchange agent must receive, before expiration of the exchange offer, a timely confirmation of book-entry transfer of unregistered notes into the exchange agent’s account at DTC according to standard operating procedures for electronic tenders described below and a properly transmitted agent’s message described below; or

• the holder must comply with the guaranteed delivery procedures described below.

The tender by a holder of unregistered notes will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal. If less than all the unregistered notes held by a holder of unregistered notes are tendered, a tendering holder should fill in the amount of unregistered notes being tendered in the specified box on the letter of transmittal. The entire amount of unregistered notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated.

The method of delivery of unregistered notes, the letter of transmittal and all other required documents or transmission of an agent’s message, as described under “—Book Entry Transfer,” to the exchange agent is at the election and risk of the holder. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery prior to the expiration of the exchange offer. No letter of transmittal or unregistered notes should be sent to us but must instead be delivered to the exchange agent. Delivery of documents to DTC in accordance with their procedures will not constitute delivery to the exchange agent.

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If you are a beneficial owner of unregistered notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your unregistered notes, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your unregistered notes, either:

• make appropriate arrangements to register ownership of the unregistered notes in your name; or

• obtain a properly completed bond power from the registered holder.

The transfer of record ownership may take considerable time and might not be completed prior to the expiration date.

Signatures on a letter of transmittal or a notice of withdrawal as described in “—Withdrawal of Tenders” below, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act, unless the unregistered notes tendered pursuant thereto are tendered:

• by a registered holder who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” in the letter of transmittal; or

• for the account of an eligible institution.

If the letter of transmittal is signed by a person other than the registered holder of any unregistered notes listed therein, the unregistered notes must be endorsed or accompanied by appropriate bond powers which authorize the person to tender the unregistered notes on behalf of the registered holder, in either case signed as the name of the registered holder or holders appears on the unregistered notes. If the letter of transmittal or any unregistered notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal.

We will determine in our sole discretion all the questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of the tendered unregistered notes. Our determinations will be final and binding. We reserve the absolute right to reject any and all unregistered notes not validly tendered or any unregistered notes the acceptance of which would, in the opinion of our counsel, be unlawful. We reserve the absolute right to waive any irregularities or conditions of tender as to particular unregistered notes. Our interpretation of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of unregistered notes must be cured within such time as we will determine. Neither we, the exchange agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of unregistered notes nor shall any of them incur any liability for failure to give such notification. Tenders of unregistered notes will not be deemed to have been made until such irregularities have been cured or waived. Any unregistered notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost by the exchange agent to the tendering holder of such unregistered notes, unless otherwise provided in the letter of transmittal, promptly following the expiration date of the exchange offer.

In addition, we reserve the right in our sole discretion to (a) purchase or make offers for any unregistered notes that remain outstanding subsequent to the expiration date, and (b) to the extent permitted by applicable law, purchase unregistered notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers may differ from the terms of the exchange offer.

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Book-Entry Transfer

We understand that the exchange agent will make a request promptly after the date of this document to establish an account with respect to the unregistered notes at DTC for the purpose of facilitating the exchange offer. Any financial institution that is a participant in DTC’s system may make book-entry delivery of unregistered notes by causing DTC to transfer such unregistered notes into the exchange agent’s DTC account in accordance with DTC’s Automated Tender Offer Program procedures for such transfer. The exchange for tendered unregistered notes will only be made after a timely confirmation of a book-entry transfer of the unregistered notes into the exchange agent’s account at DTC, and timely receipt by the exchange agent of an agent’s message.

The term “agent’s message” means a message, transmitted by DTC and received by the exchange agent and forming part of the confirmation of a book-entry transfer, which states that DTC, has received an express acknowledgment from a participant tendering unregistered notes and that such participant has received an appropriate letter of transmittal and agrees to be bound by the terms of the letter of transmittal, and we may enforce such agreement against the participant. Delivery of an agent’s message will also constitute an acknowledgment from the tendering DTC participant that the representations contained in the appropriate letter of transmittal and described above are true and correct.

Guaranteed Delivery Procedures

Holders who wish to tender their unregistered notes and (i) whose unregistered notes are not immediately available, or (ii) who cannot deliver their unregistered notes, the letter of transmittal, or any other required documents to the exchange agent prior to the expiration date, or if such holder cannot complete DTC’s standard operating procedures for electronic tenders before expiration of the exchange offer, may tender their unregistered notes if:

• the tender is made through an eligible institution;

• before expiration of the exchange offer, the exchange agent receives from the eligible institution either a properly completed and duly executed notice of guaranteed delivery in the form accompanying this prospectus, by facsimile transmission, mail or hand delivery, or a properly transmitted agent’s message in lieu of notice of guaranteed delivery:

• setting forth the name and address of the holder and the registered number(s), the certificate number or numbers of the unregistered notes tendered and the principal amount of unregistered notes tendered;

• stating that the tender offer is being made by guaranteed delivery; and

• guaranteeing that, within three (3) business days after expiration of the exchange offer, the letter of transmittal, or facsimile of the letter of transmittal, together with the unregistered notes tendered and any other documents required by the letter of transmittal or, alternatively, a book-entry confirmation will be deposited by the eligible institution with the exchange agent; and

• the exchange agent receives the properly completed and executed letter of transmittal, or facsimile of the letter of transmittal, as well as all tendered unregistered notes in proper form for transfer and all other documents required by the letter of transmittal or, alternatively, a book-entry confirmation, within three (3) business days after expiration of the exchange offer.

Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their unregistered notes according to the guaranteed delivery procedures set forth above.

Withdrawal of Tenders

Except as otherwise provided herein, tenders of unregistered notes may be withdrawn at any time prior to 5:00 P.M., New York City time, on                     , 2013, the expiration date of the exchange offer.

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For a withdrawal to be effective:

• the exchange agent must receive a written notice, which may be by telegram, telex, facsimile transmission or letter, of withdrawal at the address set forth below under “Exchange Agent”; or

• for DTC participants, holders must comply with their respective standard operating procedures for electronic tenders and the exchange agent must receive an electronic notice of withdrawal from DTC.

Any notice of withdrawal must:

• specify the name of the person who tendered the unregistered notes to be withdrawn;

• identify the unregistered notes to be withdrawn, including the certificate number or numbers and principal amount of the unregistered notes to be withdrawn;

• be signed by the person who tendered the unregistered notes in the same manner as the original signature on the letter of transmittal, including any required signature guarantees; and

• specify the name in which the unregistered notes are to be re-registered, if different from that of the withdrawing holder.

If unregistered notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn unregistered notes and otherwise comply with the procedures of the facility. We will determine all questions as to the validity, form and eligibility (including time of receipt) for such withdrawal notices, and our determination shall be final and binding on all parties. Any unregistered notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer, and no exchange notes will be issued with respect thereto unless the unregistered notes so withdrawn are validly re-tendered. Any unregistered notes which have been tendered but which are not accepted for exchange will be returned to the holder without cost to such holder promptly after withdrawal. Properly withdrawn unregistered notes may be re-tendered by following the procedures described above under “Procedures for Tendering” at any time prior to the expiration date.

Consequences of Failure to Exchange

If you do not tender your unregistered notes to be exchanged in this exchange offer, they will remain “restricted securities” within the meaning of Rule 144(a)(3) of the Securities Act.

Accordingly, they:

• may be resold only if (i) registered pursuant to the Securities Act, (ii) an exemption from registration is available or (iii) neither registration nor an exemption is required by law; and

• shall continue to bear a legend restricting transfer in the absence of registration or an exemption therefrom.

As a result of the restrictions on transfer and the availability of the exchange notes, the unregistered notes are likely to be much less liquid than before the exchange offer.

Exchange Agent

U.S. Bank National Association has been appointed as the exchange agent for the exchange of the unregistered notes. Questions and requests for assistance relating to the exchange of the unregistered notes should be directed to the exchange agent addressed as follows:

By Facsimile:	By Registered or Certified Mail:	By Hand/Overnight Delivery:
(651) 495-8158 Confirm by Telephone: (800) 934-6802	U.S. Bank National Association Corporate Trust Services Attention: Specialized Finance 60 Livingston Avenue St. Paul, Minnesota 55107	U.S. Bank National Association Corporate Trust Services Attention: Specialized Finance 60 Livingston Avenue St. Paul, Minnesota 55107

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Fees and Expenses

We will bear the expenses of soliciting tenders pursuant to the exchange offer. The principal solicitation for tenders pursuant to the exchange offer is being made by mail. Additional solicitations may be made by our officers and regular employees and our affiliates in person, by telegraph or telephone.

We will not make any payments to brokers, dealers or other persons soliciting acceptances of the exchange offer. We, however, will pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its related reasonable out-of-pocket expenses and accounting and legal fees. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus, letters of transmittal and related documents to the beneficial owners of the unregistered notes and in handling or forwarding tenders for exchange.

We will pay all transfer taxes, if any, applicable to the exchange of unregistered notes pursuant to the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

• certificates representing exchange notes or unregistered notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of unregistered notes tendered;

• tendered unregistered notes are registered in the name of any person other than the person signing the letter of transmittal; or

• a transfer tax is imposed for any reason other than the exchange of unregistered notes under the exchange offer.

If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

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DESCRIPTION OF THE EXCHANGE NOTES

You can find the definitions of certain terms used in this description under the subheading “Certain Definitions.” In this description, the word “Issuer” refers only to Dycom Investments, Inc. and not to any of its subsidiaries, and the word “Holdings” refers only to Dycom Industries, Inc. and not to any of its subsidiaries. For purposes of this description, the exchange notes, any unregistered notes that are outstanding after the exchange offer is completed and any additional notes, will be generally referred to as the “notes,” unless the context otherwise requires.

The Issuer will issue the exchange notes under an indenture dated as of January 21, 2011 (as amended and supplemented, the “indenture”) among itself, the Guarantors and U.S. Bank National Association, as trustee. On January 21, 2011, the Issuer issued $187.5 aggregate principal amount of 7.125% Senior Subordinated Notes due 2021 (the “Initial Notes”) under the indenture. The exchange notes and the Initial Notes (together, the “notes”) will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The exchange notes are expected to be trade fungible with the Initial Notes. The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended.

The following description is a summary of the material provisions of the indenture. It does not restate those agreement in its entirety. We urge you to read the indenture because it, and not this description, define your rights as holders of the notes. Copies of the indenture are available as set forth below under “—Additional Information.” Certain defined terms used in this description but not defined below under “—Certain Definitions” have the meanings assigned to them in the indenture.

The registered holder of a note will be treated as the owner of it for all purposes. Only registered holders will have rights under the indenture.

Brief Description of the Notes and the Note Guarantees

The Notes

The exchange notes:

• will be general unsecured obligations of the Issuer;

• will be subordinated in right of payment to all Indebtedness under the Credit Agreement and all other existing and future Senior Debt of the Issuer;

• will be pari passu in right of payment with any future senior subordinated Indebtedness of the Issuer, including the Initial Notes; and

• will be unconditionally guaranteed by the Guarantors (except that the Guarantee of any Subsidiary of Dycom Industries, Inc. will be subject to certain customary release provisions).

The Guarantees

The exchange notes will be guaranteed by Holdings and each of its existing and future Domestic Subsidiaries, other than the Issuer, that guarantee any Credit Facility.

Each guarantee of the exchange notes:

• will be a general unsecured obligation of the Guarantor;

• will be subordinated in right of payment to all Indebtedness under the Credit Agreement and all other existing and future Senior Debt of that Guarantor; and

• will be pari passu in right of payment with any future senior subordinated Indebtedness of that Guarantor, including guarantees of the Initial Notes.

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Assuming we had completed this offering of notes, the Acquisition and the Financing Transactions as described in “Prospectus Summary—the Transactions,” as of October 27, 2012, the Issuer and the Guarantors would have had approximately $478.6 million of indebtedness outstanding, of which $201.0 million would have been Senior Debt. In addition, we would have had $199.0 million of undrawn commitments under our Credit Agreement, of which approximately $154.9 million would have been available for borrowing after taking into account approximately $44.1 million of outstanding letters of credit. As indicated above and as discussed in detail below under the caption “ —Subordination,” payments on the notes and under these guarantees will be subordinated to the payment of Senior Debt. The indenture permits us and the Guarantors to incur additional Senior Debt.

Not all of our Subsidiaries will guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us. The guarantor Subsidiaries generated approximately 99.2 % of our pro forma combined revenues for our fiscal year ended July 28, 2012 and held approximately 98.1% of our pro forma combined assets as of October 27, 2012. See note 19 to our audited consolidated financial statements incorporated by reference in this prospectus for more detail about the division of consolidated revenues and assets between guarantor and non-guarantor Subsidiaries prior to the Acquisition.

Substantially all of the operations of Holdings and the Issuer are conducted through their Subsidiaries and, therefore, Holdings and the Issuer depend on the cash flow of their Subsidiaries to meet their obligations, including their obligations under the notes. The notes will be effectively subordinated in right of payment to all Indebtedness and other liabilities and commitments (including trade payables and lease obligations) of the Issuer’s Subsidiaries. Any right of the Issuer to receive assets of any of its Subsidiaries upon the Subsidiary’s liquidation or reorganization (and the consequent right of the holders of the notes to participate in those assets) will be effectively subordinated to the claims of that Subsidiary’s creditors, except to the extent that the Issuer is itself recognized as a creditor of the Subsidiary, in which case the claims of the Issuer would still be subordinate in right of payment to any security in the assets of the Subsidiary and any Indebtedness of the Subsidiary senior to that held by the Issuer. On a pro forma basis, as of October 27, 2012, the Subsidiaries of Holdings that will not have guaranteed the notes had no Indebtedness and $1.2 million of trade payables. See “Risk Factors—Your right to receive payments on the notes is junior to certain of our existing indebtedness and possibly all of our future borrowings. Further, the guarantees of the notes are junior to all of our guarantors’ existing indebtedness and possibly to all their future borrowings.”

As of the issue date of the New Notes, all of Holdings’ Subsidiaries will be “Restricted Subsidiaries.” However, under the circumstances described below under the caption “—Certain Covenants— Designation of Restricted and Unrestricted Subsidiaries,” Holdings will be permitted to designate certain of its Subsidiaries as “Unrestricted Subsidiaries.” Holdings’ Unrestricted Subsidiaries will not be subject to the restrictive covenants in the indenture. Holdings’ Unrestricted Subsidiaries will not guarantee the notes.

Principal, Maturity and Interest

The Issuer will issue up to $90.0 million in aggregate principal amount of notes in the exchange offer and, in addition to the unregistered notes, previously issued an aggregate principal amount of $187.5 million Initial Notes on January 21, 2011. The Issuer may issue further additional notes under the indenture from time to time after this exchange offer. Any issuance of additional notes is subject to all of the covenants in the indenture, including the covenant described below under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.” The exchange notes, the Initial Notes and any additional notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Issuer will issue exchange notes in a minimum amount of $2,000 and integral multiples of $1,000. The exchange notes will mature on January 15, 2021.

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Interest on the exchange notes will accrue at the rate of 7.125% per annum and will be payable semiannually in arrears on January 15 and July 15. The Issuer will make each interest payment to the holders of record on the immediately preceding January 1 and July 1.

Interest on the exchange notes will accrue from January 15, 2013. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

If a holder of notes has given wire transfer instructions to the Issuer, the Issuer will pay all principal, interest and premium, if any, on that holder’s notes in accordance with those instructions. All other payments on the notes will be made at the office or agency of the paying agent and registrar within The City and State of New York unless the Issuer elects to make interest payments by check mailed to the noteholders at their address set forth in the register of holders.

Paying Agent and Registrar for the Notes

The trustee will initially act as paying agent and registrar. The Issuer may change the paying agent or registrar without prior notice to the holders of the notes, and Holdings, the Issuer or any of its Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

A holder may transfer or exchange notes in accordance with the provisions of the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. The Issuer will not be required to transfer or exchange any note selected for redemption. Also, the Issuer will not be required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

Note Guarantees

The notes will be guaranteed by each of Holdings and each of its current and future Domestic Subsidiaries (other than the Issuer) that guarantee any Credit Facility. These Note Guarantees will be joint and several obligations of the Guarantors. Each Note Guarantee will be subordinated to the prior payment in full in cash or Cash Equivalents of all Indebtedness under the Credit Agreement and all other Senior Debt of that Guarantor. The obligations of each Guarantor under its Note Guarantee will be limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law. We cannot assure you that this limitation will protect the Note Guarantees from fraudulent conveyance or fraudulent transfer challenges or, if it does, that the remaining amount due and collectible under the Note Guarantees would suffice, if necessary, to pay the notes in full when due. In a Florida bankruptcy case, this kind of provision was found to be unenforceable and, as a result, the subsidiary guarantees in that case were found to be fraudulent conveyances. We do not know if that case will be followed if there is litigation relating to the validity and/or enforceability of the note guarantees under the indenture. However, if it is followed, the risk that the Note Guarantees will be found to be fraudulent conveyances will be significantly increased. See “Risk Factors—A guarantee could be voided under fraudulent transfer laws, which could result in the noteholders being able to rely only on us to satisfy claims.”

A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Issuer or another Guarantor, unless:

(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2) either:

(a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) assumes all the obligations of that Guarantor under the indenture and its Note Guarantee pursuant to a supplemental indenture satisfactory to the trustee; or

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(b) such sale or other disposition or merger does not violate the covenant described under “Repurchase at the Option of Holders—Asset Sales”.

The Note Guarantee of a Guarantor (other than Holdings, in the case of the situations described in items (1), (2) and (5), below) will be automatically and unconditionally released:

(1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) Holdings, the Issuer or a Restricted Subsidiary of Holdings, if such sale or other disposition does not violate the “Asset Sale” provisions of the indenture;

(2) in connection with any sale or other disposition of the Capital Stock of that Guarantor (including by way of merger or consolidation) after which such Guarantor would no longer be a Restricted Subsidiary of Holdings, if such sale or other disposition does not violate the “Asset Sale” provisions of the indenture;

(3) if Holdings designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture;

(4) upon legal defeasance, covenant defeasance or satisfaction and discharge of the notes as provided below under the captions “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge”; or

(5) upon the release of such Guarantor of all of its guarantees of any Credit Facility, including any Note Guarantee created pursuant to the “Additional Note Guarantees” provisions of the indenture.

See “—Repurchase at the Option of Holders—Asset Sales.”

Subordination

The payment of principal, interest and premium, if any, and other payment obligations on or with respect to, the notes (including any obligations to repurchase the notes) will be subordinated to the prior payment in full in cash or Cash Equivalents of all Senior Debt, including Senior Debt incurred after the date of the indenture.

The holders of Senior Debt will be entitled to receive payment in full of all Obligations due in respect of Senior Debt (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt) before the holders of notes will be entitled to receive any payment with respect to the notes (except that holders of notes may receive and retain Permitted Junior Securities and payments made from either of the trusts described under “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge”), in the event of any distribution to creditors of the Issuer:

(1) in a liquidation or dissolution of the Issuer;

(2) in a voluntary or involuntary bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Issuer or its property;

(3) in an assignment for the benefit of creditors; or

(4) in any marshaling of the Issuer’s assets and liabilities.

The Issuer also may not make any payment in respect of the notes (except in Permitted Junior Securities or from the trusts described under “—Legal Defeasance and Covenant Defeasance” and “Satisfaction and Discharge”) if:

(1) a payment default on Designated Senior Debt occurs and is continuing beyond any applicable grace period; or

(2) any other default (a “nonpayment default”) occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity, and the trustee receives a notice of such default (a “Payment Blockage Notice”) from the Issuer or (a) with respect to Designated Senior Debt arising under the Credit Agreement, the agent for the lenders thereunder or (b) with respect to any other Designated Senior Debt, a representative of the holders of such Designated Senior Debt.

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Payments on the notes may and will be resumed:

(1) in the case of a payment default on Designated Senior Debt, upon the date on which such default is cured or waived; and

(2) in the case of a nonpayment default on Designated Senior Debt, upon the earlier of (x) the date on which such nonpayment default is cured or waived, (y) 179 days after the date on which the applicable Payment Blockage Notice is received or (z) the date the Trustee receives notice from the representative for the Designated Senior Debt rescinding such Payment Blockage Notice, unless the maturity of any such Designated Senior Debt has then been accelerated.

No new Payment Blockage Notice may be delivered unless and until:

(1) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and

(2) all scheduled payments of principal, interest and premium, if any, on the notes that have come due have been paid in full in cash or Cash Equivalents.

No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the trustee will be, or be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days.

If the trustee or any holder of the notes receives a payment in respect of the notes (except in Permitted Junior Securities or from the trusts described under “—Legal Defeasance and Covenant Defeasance” and “Satisfaction and Discharge”) when:

(1) the payment is prohibited by these subordination provisions; and

(2) the trustee or the holder has actual knowledge that the payment is prohibited;

the trustee or the holder, as the case may be, will hold the payment in trust for the benefit of the holders of Senior Debt. Upon the proper written request of the holders of Senior Debt, the trustee or the holder, as the case may be, will deliver the amounts in trust to the holders of Senior Debt or their proper representative.

The Issuer must promptly notify holders of Senior Debt if payment of the notes is accelerated because of an Event of Default.

As a result of the subordination provisions described above, in the event of a bankruptcy, liquidation or reorganization of the Issuer, holders of notes may recover less ratably than creditors of the Issuer or the Guarantors who are holders of Senior Debt. As a result of the obligation to deliver amounts received in trust to holders of Senior Debt, holders of notes may recover less ratably than trade creditors of the Issuer or the Guarantors. See “Risk Factors—Your right to receive payments on the notes is junior to our existing indebtedness and possibly all of our future borrowings. Further, the guarantees of the notes are junior to all of our guarantors’ existing indebtedness and possibly to all their future borrowings.”

Optional Redemption

At any time on or prior to January 15, 2014, the Issuer may on one or more occasions redeem up to 35% of the aggregate principal amount of notes issued under the indenture (including the exchange notes and any other additional notes) at a redemption price of 107.125% of their principal amount, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that:

(1) at least 65% of the aggregate principal amount of notes issued under the indenture (including the exchange notes and any other additional notes but excluding notes held by Holdings and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

(2) the redemption occurs within 90 days of the date of the closing of each such Equity Offering.

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At any time prior to January 15, 2016, the Issuer may also redeem all or a part of the notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount of notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to the date of redemption (the “Redemption Date”), subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date.

Except pursuant to the two preceding paragraphs, the notes will not be redeemable at the Issuer’s option prior to January 15, 2016.

On or after January 15, 2016, at any time or from time to time, the Issuer may redeem all or a part of the notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below, subject to the rights of holders of notes on the relevant record date to receive accrued and unpaid interest on the relevant interest payment date:

Year	Percentage
2016		103.563	%
2017		102.375	%
2018		101.188	%
2019 and thereafter		100.000	%

Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the notes or portions thereof called for redemption on the applicable redemption date.

Mandatory Redemption

The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the notes.

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each holder of notes will have the right to require the Issuer to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that holder’s notes pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, the Issuer will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest on the notes repurchased to the date of purchase, subject to the rights of noteholders on the relevant record date to receive accrued and unpaid interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Issuer will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such compliance.

On the Change of Control Payment Date, the Issuer will, to the extent lawful:

(1) accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;

(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and

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(3) deliver or cause to be delivered to the trustee the notes properly accepted together with an officers’ certificate stating the aggregate principal amount of notes or portions of notes being purchased by the Issuer.

The paying agent will promptly mail to each holder of notes properly tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each such new note will have a minimum amount of $2,000 and integral multiples of $1,000 in excess thereof. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

Prior to complying with any of the provisions of this “Change of Control” covenant, but in any event within 90 days following a Change of Control, the Issuer and the Guarantors will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of notes required by this covenant.

The Credit Agreement currently restricts the ability of the Issuer and the Guarantors to purchase any notes, and also provides that certain change of control events with respect to Holdings would constitute a default under the Credit Agreement. Any future credit agreements or other agreements relating to Senior Debt to which the Issuer or the Guarantors become parties may contain similar restrictions and provisions. If a Change of Control occurs at a time when the Issuer and the Guarantors are prohibited from purchasing notes, the Issuer and the Guarantors could seek the consent of their senior lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuer and the Guarantors do not obtain such a consent or repay such borrowings, the Issuer and the Guarantors will remain prohibited from purchasing notes. In such case, the Issuer’s and the Guarantors’ failure to purchase tendered notes would constitute an Event of Default under the indenture which would, in turn, constitute a default under such Senior Debt. In such circumstances, the subordination provisions in the indenture would likely restrict payments to the holders of notes.

The provisions described above that require the Issuer to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the holders of the notes to require that the Issuer repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

The Issuer will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by the Issuer and purchases all notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the indenture as described above under the caption “—Optional Redemption,” unless and until there is a default in payment of the applicable redemption price. A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of Holdings and its Subsidiaries, taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no established precise definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require the Issuer to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Holdings and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

Holdings will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) Holdings (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

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(2) at least 75% of the consideration received in the Asset Sale by Holdings or such Restricted Subsidiary is in the form of cash, Cash Equivalents or Replacement Assets. For purposes of this provision, each of the following will be deemed to be cash:

(a) any liabilities, as shown on Holdings’ most recent consolidated balance sheet, of Holdings or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Note Guarantee) that are assumed by the transferee of any such assets or Equity Interests pursuant to a customary novation agreement or transfer agreement that releases Holdings or such Restricted Subsidiary from such liabilities or by operation of law or against which the transferee has granted a full indemnity to Holdings or such Restricted Subsidiary;

(b) any securities, notes or other obligations received by Holdings or any such Restricted Subsidiary from such transferee that are converted by Holdings or such Restricted Subsidiary into Cash Equivalents within 180 days after the date of such Asset Sale (to the extent of the Cash Equivalents received in that conversion); and

(c) any Designated Non-Cash Consideration received by Holdings or any of its Restricted Subsidiaries in such Asset Sale having an aggregated Fair Market Value, taken together with all other Designated Non-Cash consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (x) 5.0% of Holdings’ Consolidated Net Assets as of the date or receipt of such Designated Non-Cash Consideration and (y) $30.0 million (with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, Holdings (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds at its option:

(1) to repay Senior Debt or Indebtedness of a Restricted Subsidiary of Holdings that is not a Guarantor;

(2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of Holdings; provided that (x) a binding agreement to acquire such assets or Capital Stock entered into prior to the 365th day after such Asset Sale will satisfy the foregoing requirements so long as such acquisition is consummated no later than the later of (i) the 365th day after such Asset Sale and (ii) 180 days after the date of such binding agreement and (y) if such acquisition is not consummated within the period set forth in the preceding subclause (x), the Net Proceeds will be deemed to be Excess Proceeds (as defined below);

(3) to make capital expenditures;

(4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business provided that (x) a binding agreement to acquire such assets entered into prior to the 365th day after such Asset Sale will satisfy the foregoing requirements so long as such acquisition is consummated no later than the later of (i) the 365th day after such Asset Sale and (ii) 180 days after the date of such binding agreement and (y) if such acquisition is not consummated within the period set forth in the preceding subclause (x), the Net Proceeds will be deemed to be Excess Proceeds); or

(5) make an Asset Sale Offer as described below.

Pending the final application of any Net Proceeds, Holdings may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this covenant will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, within 30 days thereof the Issuer will make an Asset Sale Offer to all holders of notes and all holders of other Indebtedness that is pari passu with the notes or any Note Guarantee (other than a Note Guarantee by Holdings) containing provisions similar to those set forth in the indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of notes and such other pari passu Indebtedness that may be purchased using the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of the notes and such other pari passu

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Indebtedness plus accrued and unpaid interest to but not including the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Holdings may use those Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such compliance.

The Credit Agreement currently restricts the Issuer and the Guarantors from purchasing any notes, and also provides that certain asset sale events with respect to the Issuer and the Guarantors would constitute a default under these agreements. Any future Credit Facilities or other agreements relating to Senior Debt to which the Issuer and the Guarantors become parties may contain similar restrictions and provisions. In the event an Asset Sale occurs at a time when the Issuer and the Guarantors are prohibited from purchasing notes, the Issuer and the Guarantors may seek the consent of its senior lenders to the purchase of notes or attempt to refinance the borrowings that contain such prohibition. If the Issuer and the Guarantors do not obtain such a consent or repay such borrowings, they will remain prohibited from purchasing notes. In such case, the Issuer and the Guarantors’ failure to purchase tendered notes would constitute an Event of Default under the indenture which would, in turn, constitute a default under such Senior Debt. In such circumstances, the subordination provisions in the indenture would likely restrict payments to the holders of notes.

Selection and Notice

If less than all of the notes are to be redeemed at any time, the trustee will select notes for redemption on a pro rata basis unless otherwise required by law or applicable stock exchange requirements.

No notes of $2,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notices of redemption may not be conditional.

If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of notes called for redemption.

Certain Covenants

Changes in Covenants When Notes Rated Investment Grade

If on any date, following the date of the indenture:

(1) the notes are rated Investment Grade by both of the Rating Agencies; and

(2) no Default or Event of Default has occurred and is continuing,

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then, beginning on that day and continuing at all times thereafter regardless of any subsequent changes in the rating of the notes, the covenants specifically listed under the following captions in this prospectus will no longer be applicable to the notes:

(1) “—Repurchase at the Option of Holders—Asset Sales”;

(2) “—Restricted Payments”;

(3) “—Incurrence of Indebtedness and Issuance of Preferred Stock”;

(4) “—No Layering of Debt”;

(5) “—Dividend and Other Payment Restrictions Affecting Subsidiaries”;

(6) “—Designation of Restricted and Unrestricted Subsidiaries”;

(7) “—Transactions with Affiliates”;

(8) “—Business Activities”;

(9) “—Additional Note Guarantees”; and

(10) clauses (a)(4) and (b)(4) of the covenant specifically listed under the caption “—Merger, Consolidation or Sale of Assets.”

There can be no assurance that the notes will achieve or maintain an Investment Grade rating.

Restricted Payments

Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of Holdings’ or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Holdings or any of its Restricted Subsidiaries) or to the direct or indirect holders of Holdings’ or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions (x) payable in Equity Interests (other than Disqualified Stock) of Holdings or (y) payable to Holdings or a Restricted Subsidiary of Holdings);

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Holdings) any Equity Interests of Holdings held by any Person other than Holdings or a Restricted Subsidiary of Holdings;

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of Holdings, the Issuer or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among Holdings and any of its Restricted Subsidiaries), except (a) a payment of interest or principal at the Stated Maturity thereof or (b) the purchase, repurchase or other acquisition of any such Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition; or

(4) make any Restricted Investment

(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; and

(2) Holdings would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been

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permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock”; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Holdings and its Restricted Subsidiaries since January 21, 2011 (excluding Restricted Payments permitted by clauses (2), (3), (4), (6), (7), (8), (9) and (10) of the next succeeding paragraph), is less than the sum, without duplication, of:

(a) 50% of the Consolidated Net Income of Holdings for the period (taken as one accounting period) from January 30, 2011 to the end of Holdings’ most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(b) 100% of the aggregate net cash proceeds and the Fair Market Value of assets other than cash received by Holdings since January 21, 2011 as a contribution to its common equity capital or from the issue or sale of Equity Interests (other than Disqualified Stock) of Holdings or from the issue or sale of Disqualified Stock or the incurrence of Indebtedness that has been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock) sold to, or Indebtedness held by, a Subsidiary of Holdings), plus the amount of any cash received by Holdings upon such conversion or exchange; plus

(c) with respect to Restricted Investments made by Holdings and its Restricted Subsidiaries after January 21, 2011, an amount equal to 100% of the net reduction in such Restricted Investments in any Person resulting from repayments of loans or advances, or other transfers of assets, in each case to Holdings or any Restricted Subsidiary of Holdings or from the net cash proceeds from the sale of any such Restricted Investment, from the release of any Guarantee (except to the extent any amounts are paid under such Guarantee) or from any redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, not to exceed, in each case, the amount of Restricted Investments previously made by Holdings or any Restricted Subsidiary in such Person or Unrestricted Subsidiary after January 21, 2011; plus

(d) 50% of any dividends received by Holdings or any Restricted Subsidiary of Holdings after January 21, 2011 from an Unrestricted Subsidiary of Holdings, to the extent that such dividends were not otherwise included in Consolidated Net Income of Holdings for such period.

As of October 27, 2012, the amount available for Restricted Payments pursuant to this clause (3) would have been approximately $12.6 million.

The preceding provisions will not prohibit (provided that in the case of clauses (5), (7), (9) and (10) below, no Default has occurred and is continuing or would be caused thereby):

(1) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of the indenture;

(2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of, a substantially concurrent sale (other than to a Restricted Subsidiary of Holdings) of, Equity Interests (other than Disqualified Stock) of Holdings or from a substantially concurrent contribution of common equity capital to Holdings; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (3)(b) of the preceding paragraph;

(3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of Holdings, the Issuer or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;

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(4) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of Holdings to the holders of its Equity Interests on a pro rata basis;

(5) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Holdings or any Restricted Subsidiary of Holdings held by any current or former officer, director or employee of Holdings or any of its Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $7.5 million in any calendar year (with unused amounts in any calendar year being carried over to succeeding years, subject to a maximum payment of $15.0 million in any calendar year); provided further that such amount in any calendar year may be increased by an amount not to exceed (A) the net cash proceeds received by Holdings from the sale of Equity Interests (other than Disqualified Stock) of Holdings to members of management or directors of Holdings and its Restricted Subsidiaries that occurs after January 21, 2011 (to the extent such cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments), plus (B) the net cash proceeds of key man life insurance policies received by Holdings and its Restricted Subsidiaries after January 21, 2011, less (C) the amount of any Restricted Payments made pursuant to subclauses (A) and (B) of this clause (5);

(6) the repurchase of Equity Interests deemed to occur (a) upon the exercise of stock options, warrants or other convertible securities to the extent such Equity Interests represent a portion of the exercise price thereof or applicable withholding taxes, if any, or (b) upon the transfer of shares of restricted stock to Holdings in connection with the payment of withholding tax by Holdings following a sale of shares of restricted stock by the holder thereof;

(7) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of Holdings or of Disqualified Stock or Preferred Stock of any Restricted Subsidiary of Holdings issued on or after January 21, 2011 in accordance with the “—Incurrence of Indebtedness and Issuance of Preferred Stock” covenant;

(8) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options of other securities convertible into or exchangeable for Capital Stock of Holdings or to dissenting shareholders if required by law;

(9) Permitted Equity Purchases; and

(10) other Restricted Payments in an aggregate amount outstanding not to exceed $60.0 million since January 21, 2011.

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by Holdings or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.

Incurrence of Indebtedness and Issuance of Preferred Stock

Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and Holdings will not issue any shares of Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that Holdings, the Issuer or any Restricted Subsidiary of Holdings may incur Indebtedness (including Acquired Debt) or issue shares of Disqualified Stock, and any Restricted Subsidiary of Holdings may issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio for Holdings’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued, as the case may be, would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of the proceeds therefrom had occurred, at the beginning of such four-quarter period.

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The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1) the incurrence by Holdings or any of its Restricted Subsidiaries of Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the face amount of such letter of credit) not to exceed $300.0 million; provided that such amount will be reduced to the extent of any reduction or elimination by the lenders of any commitment under any Credit Facility relating to the consummation of any Qualified Receivables Transaction for so long as such reduction or elimination of such commitment remains in effect but only to the extent Indebtedness under such Qualified Receivables Transaction is outstanding;

(2) the incurrence by Holdings and its Restricted Subsidiaries of the Existing Indebtedness;

(3) the incurrence by the Issuer and the Guarantors of Indebtedness represented by the Initial Notes and the related Note Guarantees issued on January 21, 2011 and the exchange notes and the related Note Guarantees to be issued pursuant to the indenture;

(4) the incurrence by Holdings or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, Disqualified Stock or Preferred Stock, in each case, incurred by Holdings or any of its Restricted Subsidiaries for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property (real or personal), plant or equipment used or useful in a Permitted Business, in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed the greater of (a) $30.0 million or (b) 5.0% of Holdings’ Consolidated Net Assets;

(5) the incurrence by Holdings or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness that was permitted by the indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5), (16), or (18) of this paragraph;

(6) the incurrence by Holdings or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Holdings and/or any of its Restricted Subsidiaries; provided, however, that:

(a) if the Issuer or any Guarantor is the obligor on such Indebtedness and the payee is not the Issuer or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the notes, in the case of the Issuer, or the Note Guarantee, in the case of a Guarantor; and

(b)(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Holdings or a Restricted Subsidiary of Holdings and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Holdings or a Restricted Subsidiary of Holdings will be deemed, in each case, to constitute an incurrence of such Indebtedness by Holdings or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7) the issuance by any of Holdings’ Restricted Subsidiaries to Holdings or to any of its other Restricted Subsidiaries of shares of Disqualified Stock or Preferred Stock; provided, however, that:

(a) any subsequent issuance or transfer of Equity Interests that results in any such Disqualified Stock or Preferred Stock being held by a Person other than Holdings or a Restricted Subsidiary of Holdings; and

(b) any sale or other transfer of any such Disqualified Stock or Preferred Stock to a Person that is not either Holdings or a Restricted Subsidiary of Holdings;

will be deemed, in each case, to constitute an issuance of such Preferred Stock by such Restricted Subsidiary that was not permitted by this clause (7);

(8) the incurrence by Holdings or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business;

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(9) the guarantee by the Issuer or any of the Guarantors of Indebtedness of Holdings or a Restricted Subsidiary of Holdings that was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the notes, then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;

(10) the incurrence by Holdings or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-retention or self-insurance obligations, bankers’ acceptances, unemployment insurance, performance release, appeal and surety and similar bonds and related obligations and completion guarantees or similar instruments provided or incurred in the ordinary course of business;

(11) the incurrence by Holdings or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five business days;

(12) the incurrence by Holdings or any of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business; provided that, upon the drawing of such letters of credit or in the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(13) the incurrence by Holdings or any of its Restricted Subsidiaries of Indebtedness to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the notes;

(14) any Indebtedness which has been defeased;

(15) the incurrence by Holdings or any of its Restricted Subsidiaries of Indebtedness arising from agreements providing for indemnification, earnout, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of Holdings or any of its Restricted Subsidiaries pursuant to such agreements, in any case incurred in connection with the acquisition or disposition of any business, assets or Restricted Subsidiary of Holdings or any of its Restricted Subsidiaries (other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as, in the case of a disposition, the amount so indemnified or otherwise incurred does not exceed the gross proceeds actually received by Holdings or any Restricted Subsidiary thereof in connection with such disposition;

(16) the incurrence by a Restricted Subsidiary of Holdings that is not a Domestic Subsidiary (or one or more non-Domestic Subsidiaries) of Indebtedness in an aggregate amount at any time outstanding, including all Permitted Refinancing Indebtedness, Disqualified Stock and Preferred Stock incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (16), (with letters of credit being deemed to have a principal amount equal to the face amount of such letter of credit) not to exceed the greater of (a) $50.0 million or (b) 50% of the Consolidated Net Assets of any such Restricted Subsidiary (or group of non-Domestic Subsidiaries, as applicable);

(17) the incurrence by a Receivables Subsidiary of Holdings of Indebtedness in a Qualified Receivables Transaction that is without recourse to Holdings or to any other Subsidiary of Holdings or their assets (other than such Receivables Subsidiary and its assets and, as to Holdings or any Subsidiary of Holdings, other than pursuant to representations, warranties, covenants and indemnities customary for such transactions) and is not guaranteed by any such Person; and

(18) the incurrence by Holdings or any of its Restricted Subsidiaries of additional Indebtedness, or the issuance of Disqualified Stock or Preferred Stock, in an aggregate principal amount or liquidation preference at any time outstanding, including all Permitted Refinancing Indebtedness, Disqualified Stock and Preferred Stock incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (18), not to exceed $50.0 million.

For purposes of determining compliance with this “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (18) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, Holdings will be permitted to classify such item of Indebtedness on the date

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of its incurrence, and later reclassify from time to time all or a portion of such item of Indebtedness, in any manner that complies with this covenant. Indebtedness under Credit Facilities outstanding on the date on which notes are first issued and authenticated under the indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock or Preferred Stock in the form of additional shares of the same class of Disqualified Stock or Preferred Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or Preferred Stock for purposes of this covenant; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Fixed Charges of Holdings as accrued. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that Holdings or any Restricted Subsidiary may incur pursuant to this covenant will not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(a) the Fair Market Value of such assets at the date of determination, and

(b) the amount of the Indebtedness of the other Person.

No Layering of Debt

The Issuer will not incur any Indebtedness that is contractually subordinate or junior in right of payment to any Senior Debt of the Issuer and senior in right of payment to the notes. No Guarantor will incur any Indebtedness that is contractually subordinate or junior in right of payment to the Senior Debt of such Guarantor and senior in right of payment to such Guarantor’s Note Guarantee. No such Indebtedness will be considered to be subordinate or junior or right of payment to any other Indebtedness by reason of any Liens or Guarantees arising or created in respect of such other Indebtedness or by virtue of the fact that holders of any secured Indebtedness have entered into intercreditor agreements giving one or more holders priority over other holders in the collateral held by them.

Liens

Holdings will not, and will not permit the Issuer or any Guarantor to, directly or indirectly, incur or suffer to exist any Lien of any kind securing Indebtedness on any asset now owned or hereafter acquired, except Permitted Liens, unless all payments due under the indenture and the notes or a Note Guarantee are secured on a pari passu basis by a Lien on such asset with the obligations so secured (or, in the case of Indebtedness subordinated to the notes or the Note Guarantees, prior or senior to such Indebtedness, with the same relative priority as the notes or Note Guarantee will have with respect to such subordinated Indebtedness) until such time as such obligations are no longer secured by a Lien.

Dividend and Other Payment Restrictions Affecting Subsidiaries

Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to Holdings or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits,

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or pay any indebtedness owed to Holdings or any of its Restricted Subsidiaries (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock);

(2) make loans or advances to Holdings or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to Holdings or any Restricted Subsidiary to other Indebtedness incurred by Holdings or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances or to pay any indebtedness owed to Holdings or any of its Restricted Subsidiaries); or

(3) sell, lease or transfer any of its properties or assets to Holdings or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1) agreements governing Existing Indebtedness, Credit Facilities (including the Credit Agreement) or any other agreements as in effect on January 21, 2011 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on January 21, 2011;

(2) the indenture, the notes and the Note Guarantees;

(3) applicable law, rule, regulation or order;

(4) any instrument governing Indebtedness or Capital Stock, or any other agreement, of a Person acquired by Holdings or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred, or such other agreement if entered into, in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred;

(5) customary non-assignment provisions in contracts, leases, conveyances and licenses entered into in the ordinary course of business;

(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of the preceding paragraph;

(7) any agreement for the sale or other disposition of a Restricted Subsidiary or assets of a Restricted Subsidiary that restricts transfers or other distributions by that Restricted Subsidiary pending the sale or other disposition;

(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(9) Liens permitted to be incurred under the provisions of the covenant described above under the caption “—Liens” that limit the right of the debtor to dispose of the assets subject to such Liens;

(10) in the case of non-Domestic Restricted Subsidiaries, restrictions under instruments governing Indebtedness incurred pursuant to the “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant;

(11) Indebtedness of any Person existing at the time such Person is merged with or into or became a Restricted Subsidiary of Holdings or any of its Restricted Subsidiaries, provided that, (x) such restrictions were not incurred in contemplation of such acquisition and (y) such Indebtedness was permitted to be Incurred by the terms hereof;

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(12) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) above; provided that such amendments or refinancings are, in the good faith judgment of Holdings’ Board of Directors, not more materially restrictive, taken as a whole, with respect to such encumbrances and restrictions than those prior to such amendment or refinancing;

(13) provisions that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset;

(14) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of Holdings’ Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;

(15) restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;

(16) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Subsidiary;

(17) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings (as determined in good faith by Holding’s Board of Directors), and that Holdings determines in good faith will not materially impair the Issuer’s ability to make scheduled payments as required under the notes; and

(18) restrictions arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of Holdings or any Restricted Subsidiary in any manner material to Holdings or any Restricted Subsidiary.

Merger, Consolidation or Sale of Assets

(a) Holdings will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not Holdings is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of Holdings and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(1) either: (a) Holdings is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than Holdings) or to which such sale, assignment, transfer, conveyance or other disposition has been made is organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

(2) the Person formed by or surviving any such consolidation or merger (if other than Holdings) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of Holdings under the notes and the indenture pursuant to agreements reasonably satisfactory to the trustee;

(3) immediately after such transaction, no Default or Event of Default exists; and

(4) after giving pro forma effect to such transaction and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, Holdings or the Person formed by or surviving any such consolidation or merger (if other than Holdings), or to which such sale, assignment, transfer, conveyance or other disposition has been made, would, on the date of such transaction, (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock,” or (b) the Fixed Charge Coverage Ratio of the surviving

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entity and its Restricted Subsidiaries will not be less than the Fixed Charge Coverage Ratio of Holdings and its Restricted Subsidiaries immediately prior to such transaction or series of related transactions.

In addition, Holdings will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.

(b) The Issuer will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Issuer is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and Holdings’ Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(1) either: (a) the Issuer is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance or other disposition has been made is organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that in the case when such Person is not a corporation, a co-obligor of the notes is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

(2) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Issuer under the notes and the indenture pursuant to agreements reasonably satisfactory to the trustee;

(3) immediately after such transaction, no Default or Event of Default exists; and

(4) after giving pro forma effect to such transaction and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer), or to which such sale, assignment, transfer, conveyance or other disposition has been made, would, on the date of such transaction, (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock,” or (b) the Fixed Charge Coverage Ratio of Holdings and its Restricted Subsidiaries will not be less than the Fixed Charge Coverage Ratio of Holdings and its Restricted Subsidiaries immediately prior to such transaction or series of related transactions.

In addition, the Issuer will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.

(c) This “Merger, Consolidation or Sale of Assets” covenant will not apply to:

(A) a merger of Holdings or the Issuer with an Affiliate solely for the purpose of reincorporating Holdings or the Issuer in another jurisdiction; or

(B) any consolidation or merger or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among Holdings or the Issuer and Holdings’ Restricted Subsidiaries.

Transactions with Affiliates

Holdings will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of Holdings (each, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $5.0 million and in excess of $2.5 million in any 12-month period, unless:

(1) the Affiliate Transaction is on terms that are no less favorable to Holdings or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Holdings or such Restricted Subsidiary with an unrelated Person; and

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(2) Holdings delivers to the trustee:

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a resolution of the Board of Directors of Holdings set forth in an officers’ certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of Holdings; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, an opinion as to the fairness to Holdings or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) any employment agreement, employee benefit plan, officer or director indemnification agreement, consulting, service or termination agreement, or any similar arrangement entered into by Holdings or any of its Restricted Subsidiaries and payments pursuant thereto, so long as such agreement or payment has been approved by the Board of Directors of Holdings;

(2) transactions between or among Holdings and/or its Restricted Subsidiaries;

(3) transactions with a Person (other than an Unrestricted Subsidiary of Holdings) that is an Affiliate of Holdings solely because Holdings owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(4) payment of reasonable directors’ fees and reasonable and customary indemnification and similar payments to, or on behalf of, directors of Holdings or any Subsidiary thereof;

(5) any issuance of Equity Interests (other than Disqualified Stock) of Holdings;

(6) any transactions with any Person (including an Unrestricted Subsidiary of Holdings) in the ordinary course of business that are fair to Holdings or its Restricted Subsidiaries or are on terms at least as favorable to Holdings and its Restricted Subsidiaries as those that would have been obtained in a comparable transaction with an unrelated Person;

(7) Restricted Payments that do not violate the provisions of the indenture described above under the caption “—Restricted Payments” and “Permitted Investments”;

(8) the receipt by Holdings of any capital contribution from its shareholders; and

(9) transactions between or among Holdings and its Subsidiaries or transactions between a Receivables Subsidiary and any Person in which the Receivables Subsidiary has an Investment.

Business Activities

Holdings will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to Holdings and its Restricted Subsidiaries taken as a whole.

Additional Note Guarantees

If any non-guarantor Domestic Subsidiary of Holdings, other than the Issuer, guarantees any Credit Facility, or if Holdings or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the date of the indenture that guarantees any Credit Facility, in each case other than a Receivables Subsidiary, then such Domestic Subsidiary will become a Guarantor and execute a supplemental indenture within 10 business days of

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the date on which it guaranteed such Credit Facility and deliver an opinion of counsel to the trustee. The Guarantee of any Note Guarantor will be subordinated to all Indebtedness under the Credit Agreement and all other Senior Debt of Guarantor to the same extent as the notes are subordinated to the Senior Debt of the Issuer.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors of Holdings may designate any Restricted Subsidiary of Holdings to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Holdings and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the covenant described above under the caption “—Restricted Payments” or under one or more clauses of the definition of Permitted Investments, as determined by Holdings. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Any designation of a Subsidiary of Holdings as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of a resolution of the Board of Directors of Holdings giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption “—Restricted Payments.”

The Board of Directors of Holdings may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Holdings of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if

(1) such Indebtedness is permitted under the covenant described under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock”; and

(2) no Default or Event of Default would be in existence following such designation.

Payments for Consent

Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of notes for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of the indenture or the notes unless such consideration is offered to be paid and is paid to all holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Notwithstanding the foregoing, in any offer or payment of consideration for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of the indenture or the notes in connection with an exchange offer, Holdings and any of its Restricted Subsidiaries may exclude (i) holders or beneficial owners of the notes that are not institutional “accredited investors” as defined in subparagraphs (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act, and (ii) holders or beneficial owners of the notes in any jurisdiction where the inclusion of such holders or beneficial owners would require Holdings or any such Restricted Subsidiaries to comply with the registration requirements or other similar requirements under any securities laws of such jurisdiction, or the solicitation of such consent, waiver or amendment from, or the granting of such consent or waiver, or the approval of such amendment by, holders or beneficial owners in such jurisdiction would be unlawful, in each case as determined by Holdings in its sole discretion.

Reports

Whether or not required by the rules and regulations of the SEC, so long as any notes are outstanding, the Issuer will furnish to the trustee and will, if requested in writing, furnish to the holders of notes or cause the

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trustee to furnish by mail at the Issuer’s expense to the holders of notes, within the time periods specified in the SEC’s rules and regulations, unless the information and reports referred to in clauses (1) and (2) below are otherwise filed with the SEC through the Electronic Data Gathering, Analysis, and Retrieval system or any successor system (the “EDGAR system”) and are available to the public through the EDGAR system (subject to any confidential treatment requests filed with the SEC by the Issuer):

(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Issuer were required to file such reports; and

(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file such reports.

In addition, the Issuer will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing, in which case, the Issuer will post the reports on its website within those time periods).

If, at any time, the Issuer is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Issuer will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Issuer will not take any action for the purpose of causing the SEC not to accept any such filings.

If Holdings (or any direct or indirect parent of the Issuer that becomes a Guarantor) has complied with the reporting requirements of Section 13 or 15(d) of the Exchange Act, if applicable, or has furnished the reports described herein in the manner provided above for the Issuer, the Issuer shall be deemed to be in compliance with the provisions of this covenant.

Notwithstanding anything herein to the contrary, none of Holdings, the Issuer or any Guarantor will be deemed to have failed to comply with any of its obligations under this “Reports” covenant for purposes of clause (4) under “—Events of Default and Remedies” until 60 days after the date any information is due under this covenant.

Events of Default and Remedies

Each of the following is an Event of Default:

(1) default for 30 days in the payment when due of interest on the notes whether or not prohibited by the subordination provisions of the indenture;

(2) default in the payment when due (whether at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the notes, whether or not prohibited by the subordination provisions of the indenture;

(3) failure by Holdings or any of its Restricted Subsidiaries to consummate a purchase of the notes when required by the provisions described under the captions “—Repurchase at the Option of Holders—Change of Control,” “—Repurchase at the Option of Holders—Asset Sales” or “—Certain Covenants—Merger, Consolidation or Sale of Assets”;

(4) failure by Holdings or any of its Restricted Subsidiaries for 60 days after notice to Holdings by the trustee or the holders of at least 25% in aggregate principal amount of the notes then outstanding voting as a single class to comply with any of the other agreements in the indenture;

(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Holdings or any of its Restricted Subsidiaries (or the payment of which is guaranteed by Holdings or any of its Restricted

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Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the date of the indenture, if that default:

(a) is caused by a failure to make any payment on such Indebtedness when due at final maturity of such indebtedness (a “Payment Default”); or

(b) results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more;

(6) failure by Holdings or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction (to the extent any such judgments are not paid or covered by insurance provided by a reputable carrier) aggregating in excess of $25.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;

(7) except as permitted by the indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor that is a Significant Subsidiary (or any group of Guarantors that, taken together, would constitute a Significant Subsidiary), or any Person acting on behalf of any such Guarantor, denies or disaffirm its obligations under its Note Guarantee; and

(8) certain events of bankruptcy or insolvency described in the indenture with respect to Holdings or any of its Restricted Subsidiaries that is a Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary).

In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to Holdings, the Issuer, any Restricted Subsidiary of Holdings that is a Significant Subsidiary (or any group of Restricted Subsidiaries of Holdings that, taken together, would constitute a Significant Subsidiary), all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding notes may declare all the notes to be due and payable immediately by notice in writing to the Issuer specifying the Event of Default; provided, however, that so long as any Indebtedness permitted to be incurred pursuant to the Credit Agreement will be outstanding, that acceleration will not be effective until the earlier of (1) an acceleration of Indebtedness under the Credit Agreement; or (2) five Business Days after receipt by Holdings and the Agent under the Credit Agreement of written notice of the acceleration of the notes.

Holders of the notes may not enforce the indenture or the notes except as provided in the indenture. Subject to certain limitations, holders of a majority in aggregate principal amount of the then outstanding notes may direct the trustee in its exercise of any trust or power. The trustee may withhold from holders of the notes notice of any continuing Default or Event of Default if it determines that withholding notices is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium, if any.

Subject to the provisions of the indenture relating to the duties of the trustee, in case an Event of Default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any holders of notes unless such holders have offered to the trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no holder of a note may pursue any remedy with respect to the indenture or the notes unless:

(1) such holder has previously given the trustee notice that an Event of Default is continuing;

(2) holders of at least 25% in aggregate principal amount of the then outstanding notes have requested the trustee to pursue the remedy;

(3) such holders have offered the trustee reasonable security or indemnity against any loss, liability or expense;

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(4) the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

(5) holders of a majority in aggregate principal amount of the then outstanding notes have not given the trustee a direction inconsistent with such request within such 60-day period.

The holders of a majority in aggregate principal amount of the then outstanding notes by notice to the trustee may, on behalf of the holders of all of the notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the notes.

The Issuer is required to deliver to the trustee annually a statement regarding compliance with the indenture. Within five business days of becoming aware of any Default or Event of Default, the Issuer is required to deliver to the trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or the Guarantors under the notes, the indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of 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. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

The Issuer may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an officers’ certificate, elect to have all of its obligations discharged with respect to the outstanding notes and all obligations of the Guarantors discharged with respect to their Note Guarantees (“Legal Defeasance”) except for:

(1) the rights of holders of outstanding notes to receive payments in respect of the principal of, or interest or premium, if any, on such notes when such payments are due from the trust referred to below;

(2) the Issuer’s obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the trustee, and the Issuer’s and the Guarantors’ obligations in connection therewith; and

(4) the Legal Defeasance and Covenant Defeasance provisions of the indenture.

In addition, the Issuer may, at its option and at any time, elect to have the obligations of the Issuer and the Guarantors released with respect to certain covenants (including its obligation to make Change of Control Offers and Asset Sale Offers) that are described in the indenture and all obligations of the Guarantors with respect to the Note Guarantees discharged (“Covenant Defeasance”), and thereafter any failure to comply with those covenants and obligations will not constitute a Default or Event of Default with respect to the notes or the Note Guarantees. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “—Events of Default and Remedies” will no longer constitute an Event of Default with respect to the notes and the Note Guarantees.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) the Issuer must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts sufficient, in the opinion of a nationally recognized

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investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, on the outstanding notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Issuer must specify whether the notes are being defeased to such stated date for payment or to a particular redemption date;

(2) in the case of Legal Defeasance, the Issuer must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuer must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the indenture) to which Holdings or any of its Subsidiaries is a party or by which Holdings or any of its Subsidiaries is bound;

(6) the Issuer must deliver to the trustee an officers’ certificate stating that the deposit was not made by the Issuer with the intent of preferring the holders of notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or others; and

(7) the Issuer must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

Except as provided in the next three succeeding paragraphs, the indenture, the notes and the Note Guarantees may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any existing Default or Event of Default or compliance with any provision of the indenture, the notes or the Note Guarantees may be waived with the consent of the holders of a majority in aggregate principal amount of the then outstanding notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

Without the consent of each holder of notes affected, an amendment, supplement or waiver may not (with respect to any notes held by a non-consenting holder):

(1) reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption of the notes (other than provisions relating to the covenants described under the caption “—Repurchase at the Option of Holders” or “Certain Covenants—Merger Consolidation and Sale of Assets”);

(3) reduce the rate of or change the time for payment of interest, including default interest, on any note;

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(4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the then outstanding notes and a waiver of the payment default that resulted from such acceleration);

(5) make any note payable in money other than that stated in the notes;

(6) impair the right to institute suit for the enforcement of any payment on or with respect to the notes or the Note Guarantees;

(7) waive a redemption payment with respect to any note (other than a payment required by one of the covenants described above under the caption “—Repurchase at the Option of Holders”);

(8) release any Guarantor from any of its obligations under its Note Guarantee or the indenture, except in accordance with the terms of the indenture; or

(9) make any change in the preceding amendment and waiver provisions

In addition, any amendment to, or waiver of, the provisions of the indenture relating to subordination of the notes and the Note Guarantees that adversely affects the rights of the holders of the notes will require the consent of the holders of at least 75% in aggregate principal amount of notes then outstanding.

Notwithstanding the preceding, without the consent of any holder of notes, the Issuer, the Guarantors and the trustee may amend or supplement the indenture, the notes or the Note Guarantees:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated notes in addition to or in place of certificated notes;

(3) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to holders of notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets, as applicable;

(4) to make any change that would provide any additional rights or benefits to the holders of notes or that does not materially adversely affect the legal rights under the indenture of any such holder;

(5) to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;

(6) to conform the text of the indenture, the Note Guarantees or the notes to any provision of this Description of the Exchange Notes to the extent that such provision in this Description of the Exchange Notes was intended to be a verbatim recitation of a provision of the indenture, the Note Guarantees or the notes;

(7) to provide for the issuance of additional notes in accordance with the limitations set forth in the indenture as of the date of the indenture;

(8) to comply with the provisions described under “—Certain Covenants—Additional Note Guarantees,” including to reflect the release of a Note Guarantee of the notes in accordance with the indenture;

(9) to release a Guarantor from its obligations under its Note Guarantee or the indenture in accordance with the applicable provisions of the indenture;

(10) to secure the notes and/or Note Guarantees of the notes;

(11) to evidence and provide for the acceptance of appointment by a successor trustee;

(12) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the notes; or

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(13) to comply with the provisions described under “—Certain Covenants—Merger, Consolidation or Sale of Assets.”

Satisfaction and Discharge

The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

(1) either:

(a) all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the trustee for cancellation; or

(b) all notes that have not been delivered to the trustee for cancellation (x) have become due and payable by reason of the mailing of a notice of redemption or otherwise, (y) will become due and payable within one year, or (z) are to be called for redemption within one year under arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in the Issuer’s name and at the Issuer’s expense, and in each such case the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the notes not delivered to the trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;

(3) the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under the indenture; and

(4) the Issuer has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or the redemption date, as the case may be.

In addition, the Issuer must deliver an officers’ certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

If the trustee becomes a creditor of the Issuer or any Guarantor, the indenture limits the right of the trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if the indenture has been qualified under the Trust Indenture Act) or resign.

The holders of a majority in aggregate principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of notes, unless such holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

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Additional Information

Anyone who receives this prospectus may obtain a copy of the indenture without charge by writing to Dycom Industries, Inc., 11770 US Highway 1, Suite 101, Palm Beach Gardens, Florida, 33408.

Book-Entry, Delivery and Form

Except as set forth below, the notes will be issued in registered, global form in a minimum amount of $2,000 and integral multiples of $1,000 in excess of $2,000. Notes will be issued at the closing of this exchange offer only against payment in immediately available funds.

The notes initially will be represented by one or more notes in registered, global form without interest coupons (collectively, the “Global Notes”). The Global Notes will be deposited upon issuance with the trustee as custodian for The Depository Trust Company (“DTC”), in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below.

Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for definitive notes in certificated form (“Certificated Notes”) except in the limited circumstances described below. See “—Exchange of Global Notes for Certificated Notes.”

Depository Procedures

The following description of the operations and procedures of DTC is provided solely as a matter of convenience. These operations and procedures are solely within the control of DTC and are subject to changes by them. The Issuer takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

DTC has advised the Issuer that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

DTC has also advised the Issuer that, pursuant to procedures established by it:

(1) upon deposit of the Global Notes, DTC will credit the accounts of the Participants pursuant to the corresponding letters of transmittal with portions of the principal amount of the Global Notes; and

(2) ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

Investors in the Global Notes who are Participants may hold their interests therein directly through DTC. Investors in the Global Notes who are not Participants may hold their interests therein indirectly through organizations which are Participants. All interests in a Global Note may be subject to the procedures and requirements of DTC.

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The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of the Participants, which in turn act on behalf of the Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interest in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or “Holders” thereof under the indenture for any purpose.

Payments in respect of the principal of, and interest and premium, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture. Under the terms of the indenture, the Issuer and the trustee will treat the Persons in whose names the notes, including the Global Notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither the Issuer, the trustee nor any agent of the Issuer or the trustee has or will have any responsibility or liability for:

(1) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or

(2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

DTC has advised the Issuer that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or the Issuer. Neither the Issuer nor the trustee will be liable for any delay by DTC or any of the Participants or the Indirect Participants in identifying the beneficial owners of the notes, and the Issuer and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Transfers between the Participants will be effected in accordance with DTC’s procedures, and will be settled in same-day funds.

DTC has advised the Issuer that it will take any action permitted to be taken by a holder of notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its Participants.

None of the Issuer, the trustee and any of their respective agents will have any responsibility for the performance by DTC or its respective participants or indirect participants of its obligations under the rules and procedures governing its operations.

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Exchange of Global Notes for Certificated Notes

A Global Note is exchangeable for Certificated Notes if:

(1) DTC (a) notifies the Issuer that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, Holdings fails to appoint a successor depositary;

(2) the Issuer, at its option, notifies the trustee in writing that it elects to cause the issuance of the Certificated Notes (DTC has advised the Issuer that, in such event, under its current practices, DTC would notify its participants of the Issuer’s request, but will only withdraw beneficial interests from a Global Note at the request of each DTC participant); or

(3) there has occurred and is continuing a Default or Event of Default with respect to the notes.

In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Same Day Settlement and Payment

The Issuer will make payments in respect of the notes represented by the Global Notes (including principal, premium, if any, and interest) by wire transfer of immediately available funds to the accounts specified by DTC or its nominee. The Issuer will make all payments of principal, interest and premium, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such holder’s registered address. The notes represented by the Global Notes are expected to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. The Issuer expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Certain Definitions

Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all defined terms used therein, as well as any other capitalized terms used herein for which no definition is provided.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. No Person (other than Holdings or any Subsidiary of Holdings) in whom a Receivables Subsidiary makes an Investment in connection with a Qualified Receivables Transaction will be deemed to be an Affiliate of Holdings or any of its Subsidiaries solely by reason of such Investment. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial

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ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Applicable Premium” means, with respect to any note on any redemption date, the greater of:

(1) 1.0% of the principal amount of the note; or

(2) the excess of:

(a) the present value at such redemption date of (i) the redemption price of the note at January 15, 2016 (such redemption price being set forth in the table appearing above under the caption “—Optional Redemption”) plus (ii) all required interest payments due on the note through January 15, 2016 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b) the principal amount of the note.

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of Holdings and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption “—Repurchase at the Option of Holders—Change of Control” and/or the provisions described above under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets” and not by the provisions of the Asset Sale covenant; and

(2) the issuance of Equity Interests in any of Holdings’ Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries (other than directors’ qualifying shares and shares issued to foreign nationals to the extent required by applicable law).

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1) any single transaction or series of related transactions that involves assets or Equity Interests having a Fair Market Value of less than $7.5 million;

(2) a transfer of assets or Equity Interests between or among Holdings and its Restricted Subsidiaries,

(3) an issuance of Equity Interests by a Restricted Subsidiary of Holdings to Holdings or to a Restricted Subsidiary of Holdings;

(4) the sale or lease of inventory, products, services, accounts receivable or other assets in the ordinary course of business and any sale or other disposition of damaged, worn-out or obsolete equipment or assets that, in Holdings’ reasonable judgment, are no longer either used or needed in the business of the entity making such disposition;

(5) dispositions of accounts receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings;

(6) the sale or other disposition of cash or Cash Equivalents;

(7) a Restricted Payment that does not violate the covenant described above under the caption “—Certain Covenants—Restricted Payments” or a Permitted Investment;

(8) the creation of any Lien that does not violate the Liens covenant;

(9) sales or dispositions of past due accounts receivable or notes receivable;

(10) leases or subleases of property to the extent not materially interfering with the business of Holdings and its Restricted Subsidiaries, taken as a whole;

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(11) trade-ins or exchanges of equipment or other fixed assets;

(12) the grant of a license to use Holdings’ or any Restricted Subsidiary’s patents, trade secrets, know-how or other intellectual property to the extent that such license does not limit the licensor’s use of the patent, trade secret, know-how or other intellectual property;

(13) sales of accounts receivable and related assets of the type specified in the definition of “Qualified Receivables Transaction” to a Receivables Subsidiary for the fair market value thereof, including cash in an amount at least equal to 75% of the book value thereof as determined in accordance with GAAP; it being understood that, for the purposes of this clause (12), notes received in exchange for the transfer of accounts receivable and related assets will be deemed cash if the Receivables Subsidiary or other payor is required to repay such notes as soon as practicable from available cash collections (less amounts required to be established as reserves pursuant to contractual agreements with entities that are not Affiliates of Holdings entered into as part of a Qualified Receivables Transaction); and

(14) transfers of accounts receivable and related assets of the type specified in the definition of “Qualified Receivables Transaction” (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Transaction.

“Asset Sale Offer” has the meaning assigned to that term in the indenture governing the notes.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity of a capital lease obligation shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests or membership interests (whether general or limited); and

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(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Cash Equivalents” means:

(1) United States dollars and such local currencies held by Holdings or any Restricted Subsidiary of Holdings from time to time in the ordinary course of business;

(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities, unless such securities are deposited to defease any Indebtedness, of not more than one (1) year from the date of acquisition;

(3) time deposits, certificates of deposit and eurodollar time deposits with maturities of one (1) year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one (1) year and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domestic commercial bank having capital and surplus in excess of $250.0 million;

(4) securities issued by government agencies, including government-sponsored enterprises, having maturities, unless such securities are deposited to defease any Indebtedness, of not more than one (1) year from the date of acquisition;

(5) repurchase obligations with a term of not more than thirty (30) days for underlying securities of the types described in clauses (2), (3) and (4) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(6) any money market deposit account issued or offered by any lender party to the Credit Agreement or with any U.S. commercial bank having capital and surplus in excess of $250.0 million;

(7) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and in each case maturing within one (1) year after the date of acquisition;

(8) securities issued and fully guaranteed by any state, commonwealth or territory of the United States of America or by any political subdivision or taxing authority thereof, rated at least “A” (or comparable rating) by Moody’s or Standard & Poor’s and having maturities of not more than one (1) year from the date of acquisition;

(9) money market funds that invest primarily in Cash Equivalents of the kinds described in clauses (1) through (8) of this definition; and

(10) in the case of Subsidiaries of Holdings that are not Domestic Subsidiaries, substantially similar instruments to those set forth in clauses (1) through (9) above.

“Change of Control” means the occurrence of any of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Holdings and its Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act);

(2) the adoption of a plan relating to the liquidation or dissolution of Holdings;

(3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Holdings, measured by voting power rather than number of shares; or

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(4) Holdings consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, Holdings, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of Holdings or such other Person is converted into or exchanged for cash, securities or other property, other than (a) any such transaction where the Voting Stock of Holdings outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance) and (b) any transaction where, immediately after such transaction, no “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), becomes, directly or indirectly, the ultimate Beneficial Owner of 50% or more of the voting power of the Voting Stock of the surviving or transferee Person.

Notwithstanding the foregoing, a transaction effected to create a holding company will not be deemed to involve a Change of Control if (i) Holdings becomes a direct or indirect wholly-owned subsidiary of such holding company and (ii) the holders of the voting stock of such holding company immediately following that transaction are substantially the same as the holders of Holdings’ voting stock immediately prior to that transaction.

“Change of Control Offer” has the meaning assigned to that term in the indenture governing the notes.

“Common Stock” means, with respect to any Person, any Capital Stock (other than Preferred Stock) of such Person, whether outstanding on the date of the indenture or issued thereafter.

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1) an amount equal to any extraordinary, nonrecurring or unusual loss or charge plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus

(2) provision for taxes based on income or profits for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(3) the Fixed Charges for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(4) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus

(5) any impairment charges, on a consolidated basis, relating to goodwill or other intangible assets to the extent included in the calculation of Net Income; plus

(6) any non-cash compensation expense to the extent included in the calculation of Consolidated Net Income; plus

(7) any amortization of debt issuance costs relating to the notes or any other Indebtedness to the extent deducted in computing such Consolidated Net Income; plus

(8) fees, expenses or charges relating to Equity Offerings, Investments, acquisitions, dispositions, recapitalizations or the Incurrence of Indebtedness, to the extent such fees, expenses or charges were deducted in computing such Consolidated Net Income; plus

(9) any income attributable to the minority interest of third parties in any non-wholly owned Restricted Subsidiary of Holdings to the extent deducted in computing such Consolidated Net Income; plus

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(10) the amount of any restructuring charges and reserves to the extent deducted in computing such Consolidated Net Income; minus

(11) other non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

Solely for the purpose of determining the amount available for Restricted Payments under “—Certain Covenants—Restricted Payments,” notwithstanding the preceding, the provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash expenses of, a Restricted Subsidiary of Holdings will be added to Consolidated Net Income to compute Consolidated Cash Flow of Holdings only to the extent that a corresponding amount would be permitted at the date of determination to be dividended or distributed to Holdings by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders.

“Consolidated Net Assets” of any Person means, as of any date, the amount which in accordance with GAAP, would be set forth under the caption “Total Assets” (or any like caption) on a consolidated balance sheet of such Person and its Restricted Subsidiaries, as of the end of the most recently ended fiscal quarter for which internal financial statements are available, less current liabilities.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1) the Net Income (or loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions or payments are paid in cash (or to the extent converted into cash) to the specified Person or a Restricted Subsidiary of the Person;

(2) solely for the purpose of determining the amount available for Restricted Payments under “—Certain Covenants—Restricted Payments,” the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders; provided that Consolidated Net Income for such Restricted Subsidiary will be increased by the amount of dividends or distributions or other payments that are paid in cash (or to the extent converted into cash) to such Restricted Subsidiary in respect to such period, to the extent not already included therein; and

(3) the cumulative effect of a change in accounting principles will be excluded.

“Credit Agreement” means that certain Credit Agreement dated June 4, 2010 by and among Dycom Industries, Inc. and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, Banc of America Securities LLC and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Book Managers, Wells Fargo Bank, National Association, as Syndication Agent, and Branch Banking and Trust Company, RBS Citizens, N.A. and PNC Bank, National Association, as Co-Documentation Agents, providing for revolving credit, letter of credit and swingline loan borrowings, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

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“Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreement), commercial paper facilities or indentures, in each case, with banks or other institutional lenders or investors or a trustee, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit or issuances of notes, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Non-Cash Consideration” means the Fair Market Value of non-cash consideration received by Holdings or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to an officers’ certificate, less the amount of Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.

“Designated Senior Debt” means:

(1) any Indebtedness outstanding under the Credit Facilities;

(2) any Hedging Obligations with respect to Indebtedness constituting Designated Senior Debt; and

(3) to the extent permitted under the Credit Agreement, any other Senior Debt permitted under the indenture the principal amount of which is $25.0 million or more and that has been designated by Holdings as “Designated Senior Debt.”

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require Holdings to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that Holdings may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “—Certain Covenants—Restricted Payments.” The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the indenture will be the maximum amount that Holdings and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

“Domestic Subsidiary” means any Restricted Subsidiary of Holdings other than a Restricted Subsidiary that is (1) a “controlled foreign corporation” under Section 957 of the Internal Revenue Code or (2) a Subsidiary of an entity described in the preceding clause (1).

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any public or private placement of Capital Stock (other than Disqualified Stock) of Holdings (other than pursuant to a registration statement on Form S-8 or otherwise relating to equity securities issuable under any employee benefit plan of Holdings) to any Person other than any Restricted Subsidiary thereof.

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“Existing Indebtedness” means Indebtedness of Holdings and its Restricted Subsidiaries (other than Indebtedness under the Credit Agreement, the notes or the Note Guarantees) in existence on January 21, 2011, until such amounts are repaid.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party.

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary revolving credit borrowings) or issues, repurchases or redeems Preferred Stock or Disqualified Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of Preferred Stock or Disqualified Stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) acquisitions, Investments or dispositions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases or decreases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect, including giving effect to any projected reduction in costs expected to be realized as a result of specified actions taken or to be taken within one year of such acquisition, Investment or disposition relating thereto (in each case, determined in good faith and based on the reasonable judgment of the chief financial officer) as if they had occurred on the first day of the four-quarter reference period;

(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

(4) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;

(5) any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and

(6) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months).

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of original issue discount, non-cash

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interest payments, the interest component of any deferred payment obligations and the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to commissions, discounts and other fees and charges incurred in respect of letters of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates, but excluding any fees or expenses relating to any provision or penalty paid, write-off of deferred financing costs or other charges in connection with redeeming or retiring of any Indebtedness of such Person or any of its Restricted Subsidiaries prior to its stated maturity, any non-cash interest expense imputed on any convertible securities or indebtedness in accordance with Financial Accounting Standards Board Accounting Standard Codification Topic 470 or any successor provision or interpretation thereof, any non-cash interest expense imputed in accordance with Financial Accounting Standards Board Accounting Standard Codification Topic 480 or any successor provision or interpretation thereof, any commissions, fees and expenses related to financings, the accretion or accrual of discounted liabilities not constituting Indebtedness (including tax liabilities) and amortization of debt issuance costs; plus

(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3) any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock of such Person or Preferred Stock of any Restricted Subsidiaries of such Person, other than dividends on Equity Interests payable solely in Equity Interests of Holdings (other than Disqualified Stock) or to Holdings or a Restricted Subsidiary of Holdings, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting Oversight Board and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on January 21, 2011.

“Guarantee” means, as to any Person, a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness of another person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise), but excluding endorsements for collection or deposit in the ordinary course of business or representations, warranties, covenants and indemnities entered into in the ordinary course of business, including in connection with a Qualified Receivables Transaction.

“Guarantors” means each of:

(1) Holdings;

(2) Holdings’ direct and indirect Domestic Subsidiaries existing on January 21, 2011 that guarantee any Credit Facility on January 21, 2011, other than the Issuer; and

(3) any other Subsidiary of Holdings that executes a Note Guarantee in accordance with the provisions of the indenture,

and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of the indenture.

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“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of banker’s acceptances;

(4) representing Capital Lease Obligations;

(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than one year after such property is acquired or such services are completed; or

(6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP.

In addition, the term “Indebtedness” includes (x) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person); provided that the amount of such Indebtedness will be the lesser of (A) the Fair Market Value of such asset at such date of determination and (B) the amount of such Indebtedness and (y) to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

For purposes of determining any particular amount of Indebtedness, (x) Guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included, and (y) any Liens granted pursuant to the equal and ratable provisions referred to in the “Liens” covenant shall not be treated as Indebtedness.

“Investment Grade” means, with respect to Moody’s, a rating of Baa3 or, with respect to S&P, a rating of BBB—or better (or, if either such entity ceases to rate the notes, the equivalent investment grade credit rating from any other Rating Agency selected by Holdings).

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If Holdings or any Restricted Subsidiary of Holdings sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of Holdings such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of Holdings, Holdings will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of Holdings’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments.” The

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acquisition by Holdings or any Restricted Subsidiary of Holdings of a Person that holds an Investment in a third Person will be deemed to be an Investment by Holdings or such Restricted Subsidiary in such third Person, unless such Investment in such third party was not made in anticipation or contemplation of the Investment by Holdings or such Restricted Subsidiary and such third party Investment is incidental to the primary business of such Person in whom Holdings or such Restricted Subsidiary is making such Investment, in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments.” Except as otherwise provided in the indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in, except in connection with any Qualified Receivables Transaction, and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Income” means, with respect to any specified Person for any period, the net income (loss) of such Person for such period, on a consolidated basis, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1) any gain (or loss) or charge, together with any related provision for taxes on such gain (or loss) or charge, realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries, including any fees or expenses relating to any provision or penalty paid, write-off of deferred financing costs or other charges in connection with redeeming or retiring of any Indebtedness of such Person or any of its Restricted Subsidiaries prior to its stated maturity;

(2) any extraordinary gain (or loss), together with any related provision for taxes on such extraordinary gain (or loss); and

(3) any impairment charge or write-off, together with any related provision for taxes on such impairment charge or write-off, pursuant to Financial Accounting Standards Board Accounting Standard Codification Topic 350 and 360 on goodwill, intangibles and impairments or any successor provision or interpretation thereof.

“Net Proceeds” means the aggregate cash proceeds, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not the interest component thereof), received by Holdings or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of

(1) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale,

(2) appropriate amounts to be provided by Holdings or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale,

(3) taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements,

(4) amounts required to be applied to the repayment of Indebtedness or other liabilities, other than Senior Debt secured by a Lien on the asset or assets that were the subject of such Asset Sale,

(5) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP, and

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(6) in the case of any Asset Sale by a Restricted Subsidiary, payments to holders of Equity Interests in such Restricted Subsidiary in such capacity (other than such Equity Interests held by the Issuer or any Restricted Subsidiary) to the extent that such payment is required to permit the distribution of such proceeds in respect of the Equity Interests in such Restricted Subsidiary held by the Issuer or any Restricted Subsidiary; provided that excess amounts set aside for payment of taxes pursuant to clause (2) above remaining after such taxes have been paid in full or the statute of limitations therefor has expired at that time become Net Proceeds.

“Note Guarantee” means the Guarantee by each Guarantor of the Issuer’s obligations under the indenture and the notes, executed pursuant to the provisions of the indenture.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, gross-ups, damages, costs and expenses and other liabilities payable under the documentation governing any Indebtedness.

“Permitted Business” means the lines of business conducted or proposed to be conducted by Holdings and its Subsidiaries on January 21, 2011 and any businesses similar, related, incidental or ancillary thereto or that constitutes a reasonable extension or expansion thereof.

“Permitted Equity Purchase” means the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Holdings in an aggregate amount not to exceed $30.0 million after January 21, 2011.

“Permitted Investments” means:

(1) any Investment in Holdings or in a Restricted Subsidiary of Holdings;

(2) any Investment in Cash Equivalents;

(3) any Investment by Holdings or any Restricted Subsidiary of Holdings in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary of Holdings; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Holdings or a Restricted Subsidiary of Holdings;

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales;”

(5) any acquisition of assets or Equity Interests solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of Holdings;

(6) any Investments received in compromise, resolution or settlement of (A) obligations of, or disputes with, trade creditors, suppliers or customers that were incurred or arose in the ordinary course of business of Holdings or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor, suppliers or customer; or (B) litigation, arbitration or other disputes with Persons who are not Affiliates;

(7) Investments represented by Hedging Obligations;

(8) receivables or advances to customers or suppliers in the ordinary course of business that are payable or dischargeable in accordance with customary trade terms or that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of Holdings or its Restricted Subsidiaries and endorsements for collection or deposit arising in the ordinary course of business;

(9) commission, payroll, travel and similar advances to officers and employees of Holdings or any of its Restricted Subsidiaries that are expected at the time of such advance ultimately to be recorded as an expense in conformity with GAAP;

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(10) Investments existing on January 21, 2011;

(11) endorsements of negotiable instruments and documents in the ordinary course of business;

(12) any Investment received in exchange for the Equity Interests of an Unrestricted Subsidiary;

(13) repurchases of the notes;

(14) Investments in a joint venture engaged in a Permitted Business having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value) when taken together with any other Investments under this clause (14) that are at the time outstanding, not to exceed the greater of (a) $50.0 million or (b) 10% of Holdings’ Consolidated Net Assets;

(15) Guarantees permitted to be made pursuant to the covenant “Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock;

(16) loans and advances to employees made in the ordinary course of business not to exceed $2.0 million in the aggregate at any time outstanding;

(17) the acquisition by a Receivables Subsidiary in connection with a Qualified Receivables Transaction of Equity Interests of a trust or other Person established by such Receivables Subsidiary to effect such Qualified Receivables Transaction; and any other Investment by Holdings or a Subsidiary of Holdings in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Transaction; provided that such other Investment is in the form of a note or other instrument that the Receivables Subsidiary or other Person is required to repay as soon as practicable from available cash collections (less amounts required to be established as reserves pursuant to contractual agreements with entities that are not Affiliates of Holdings entered into as part of a Qualified Receivables Transaction);

(18) any assignment of intellectual property from Holdings or any Restricted Subsidiary of Holdings to any Unrestricted Subsidiary of Holdings;

(19) Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (19) that are at the time outstanding, not to exceed $75.0 million; and

(20) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (20) that are at the time outstanding, not to exceed $50.0 million.

The amount of Investments outstanding at any time pursuant to clauses (14), (16), (19) and (20) shall be reduced by (A) the return of capital with respect to such Investment; and (B) an amount equal to the net reduction in such Investments in any Person resulting from repayments of loans or advances, or other transfers of assets, in each case to Holdings or any Restricted Subsidiary or from the net cash proceeds from the sale of any such Restricted Investment, from the release of any Guarantee (except to the extent any amounts are paid under such Guarantee) or from any redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary.

“Permitted Junior Securities” means:

(1) Equity Interests in the Issuer or any Guarantor or any other business entity provided for by a plan of reorganization; or

(2) debt securities of the Issuer or any Guarantor or any other business entity provided for by a plan of reorganization that are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to at least the same extent as, or to a greater extent than, the notes and the Note Guarantees are subordinated to Senior Debt under the indenture.

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“Permitted Liens” means:

(1) Liens on assets of Holdings or any of its Restricted Subsidiaries securing Senior Debt that was permitted by the terms of the indenture to be incurred;

(2) Liens in favor of Holdings or any of its Restricted Subsidiaries;

(3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with Holdings or any Subsidiary of Holdings; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Holdings or the Subsidiary;

(4) Liens on property (including Capital Stock) existing at the time of acquisition of the property by Holdings or any Subsidiary of Holdings, provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition;

(5) Liens incurred or pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other kinds of social security, or to secure liability to insurance carriers under insurance or self-insurance arrangements incurred in the ordinary course of business or the payment or performance of tenders, bids, contracts (other than contracts for the payment of Indebtedness) or leases to which such Person is a party, statutory or regulatory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant entitled “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” covering only the assets acquired with or financed by such Indebtedness;

(7) Liens existing on January 21, 2011;

(8) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(9) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s, materialmen, repairmen, mechanics and other similar Liens, in each case, incurred in the ordinary course of business;

(10) Liens incurred to secure property owned or financed by customers, suppliers or other contractors used by Holdings or any of its Subsidiaries in the ordinary course of business;

(11) any interest or title of a lessor in any Capital Lease Obligation or operating lease;

(12) liens securing reimbursement obligations with respect to letters of credit which encumber documents and other property relating to letters of credit and the product and proceeds thereof;

(13) liens securing Hedging Obligations which Hedging Obligations relate to indebtedness that is otherwise permitted under the indenture;

(14) leases and subleases granted to lessors;

(15) liens arising from filing Uniform Commercial Code financing statements regarding leases;

(16) customary non-assignment provisions in leases and other agreements entered into by Holdings or any Restricted Subsidiary in the ordinary course of business;

(17) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

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(18) Liens created for the benefit of (or to secure) the notes (or any Note Guarantees);

(19) Liens to secure any Permitted Refinancing Indebtedness; provided, however, that the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof);

(20) Liens on property or assets used to defease, to satisfy and discharge or to redeem or otherwise decrease Indebtedness; provided that (a) the incurrence of such Indebtedness is permitted to be incurred under the indenture and (b) such defeasance, satisfaction and discharge, redemption or decrease is not prohibited by the indenture;

(21) prejudgment liens and judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceeding that may have been duly initiated for the review of such judgment has not been finally terminated or the period within which such proceeding may be initiated has not expired;

(22) Liens securing Indebtedness of non-Domestic Restricted Subsidiaries permitted to be incurred under the first paragraph of the covenant “Incurrence of Indebtedness and Issuance of Preferred Stock” or clause (16) of the second paragraph of the same;

(23) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to Cash Equivalents arising in the ordinary course of business from netting services, overdraft protection, cash management obligations or otherwise in connection with the maintenance of deposit, securities and commodities accounts;

(24) Liens on assets of Holdings, any Subsidiary of Holdings or a Receivables Subsidiary incurred in connection with a Qualified Receivables Transaction;

(25) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in any of the foregoing clauses; provided that such extension, renewal or replacement Lien shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced; and

(26) other Liens securing obligations that do not exceed $20.0 million at any one time outstanding.

“Permitted Refinancing Indebtedness” means any Indebtedness of Holdings or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to refund, refinance, replace, defease or discharge other Indebtedness of Holdings or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1) the principal amount (or accreted value or liquidation preference, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value or liquidation preference, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued and unpaid interest on the Indebtedness and the amount of all fees and expenses, including premiums incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the notes or any Note Guarantee, such Permitted Refinancing Indebtedness is subordinated in right of payment to, the notes or such Note Guarantee on terms at least as favorable, taken as a whole, to the holders of notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and

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(4) such Indebtedness is incurred either by Holdings or by the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; provided that a Restricted Subsidiary that is also a Guarantor may guarantee Permitted Refinancing Indebtedness incurred by Holdings, whether or not such Restricted Subsidiary was an obligor or guarantor of the indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Preferred Stock” means, with respect to any Person, any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions upon liquidation.

“Qualified Receivables Transaction” means any transaction or series of transactions entered into by Holdings or any of its Subsidiaries pursuant to which Holdings or any of its Subsidiaries sells, conveys or otherwise transfers to (1) a Receivables Subsidiary (in the case of a transfer by Holdings or any of its Subsidiaries) or (2) any other Person (in the case of a transfer by a Receivables Subsidiary), or transfers an undivided interest in or grants a security interest in, any accounts receivable (whether now existing or arising in the future) of Holdings or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable and assets and all contracts and contract rights, all guarantees or other supporting obligations (including Hedging Obligations) in respect of such accounts receivable and assets and all proceeds of the foregoing and other assets which are customarily transferred, or in respect of which security interests are customarily granted, in connection with asset securitization transactions involving such accounts receivable and other assets.

“Rating Agencies” means Moody’s and S&P (or, if either such entity ceases to rate the notes, any other “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by Holdings as a replacement agency).

“Receivables Subsidiary” means a Subsidiary of Holdings which engages in no activities other than in connection with the financing of accounts receivable and any assets related thereto and which is designated by the Board of Directors of Holdings (as provided below) to be a Receivables Subsidiary (a) no portion of the Indebtedness or any other Obligations (contingent or otherwise) of which (1) is guaranteed by Holdings or any Subsidiary of Holdings (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction), (2) is recourse to or obligates Holdings or any Subsidiary of Holdings in any way other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction or (3) subjects any property or asset of Holdings or any Subsidiary of Holdings (other than accounts receivable and related assets as provided in the definition of “Qualified Receivables Transaction”), directly or indirectly, contingently or otherwise, to the satisfaction thereof other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction, (b) with which neither Holdings nor any Subsidiary of Holdings has any material contract, agreement, arrangement or understanding (other than on terms no less favorable to Holdings or such Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Holdings) other than fees payable in the ordinary course of business in connection with servicing accounts receivable and any assets related thereto, and (c) with which neither Holdings nor any Subsidiary of Holdings has any obligation to maintain or preserve such Subsidiary’s financial condition or cause such Subsidiary to achieve certain levels of operating results. Any such designation by the Board of Directors of Holdings will be evidenced to the trustee by filing with the trustee a certified copy of a resolution of the Board of Directors of Holdings giving effect to such designation, together with an officers’ certificate certifying that such designation complied with the foregoing conditions.

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“Replacement Assets” means (1) non-current assets that will be used or useful in a Permitted Business or (2) substantially all the assets of a Permitted Business or a majority of the Voting Stock of any Person engaged in a Permitted Business that will become, on the date of acquisition thereof, a Restricted Subsidiary.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Group.

“Senior Debt” means:

(1) all Indebtedness of the Issuer or any Guarantor outstanding under Credit Facilities (including the Credit Agreement) and all Hedging Obligations with respect thereto, whether outstanding on the date of the indenture or incurred thereafter;

(2) any other Indebtedness of the Issuer or any Guarantor permitted to be incurred under the terms of the indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or is subordinated in right of payment to the notes or any Note Guarantee; and

(3) all Obligations with respect to the items listed in the preceding clauses (1) and (2) (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law).

Notwithstanding anything to the contrary in the preceding, Senior Debt will not include:

(1) any liability for federal, state, local or other taxes owed or owing by Holdings;

(2) any intercompany Indebtedness of Holdings or any of its Subsidiaries to Holdings or any of its Affiliates;

(3) any trade payables;

(4) the portion of any Indebtedness that is incurred in violation of the indenture, provided that a good faith determination by the Board of Directors of Holdings evidenced by a board resolution, or a good faith determination by the Chief Financial Officer of Holdings evidenced by an officer’s certificate, that such Indebtedness being incurred is permitted by the indenture will be conclusive;

(5) Indebtedness that, when incurred, was classified as non-recourse in accordance with GAAP or any unsecured claim arising in respect thereof by reason of the application of section 1111(b)(1) of the Bankruptcy Code;

(6) any repurchase, redemption or other obligation in respect of Disqualified Stock or Preferred Stock;

(7) any Indebtedness owed to any employee of Holdings or any of its Subsidiaries; or

(8) the Issuer’s Senior Subordinated Notes due 2015 and any Indebtedness, and any other obligations referred to in clause (1), (2) or (3) of this definition, which in each case is, by its express terms or by express terms of the instruments or agreements creating or evidencing the same or pursuant to which the same is outstanding, subordinated in right of payment to any other Indebtedness of the Issuer.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on January 21, 2011.

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“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to January 15, 2016; provided, however, that if the period from the redemption date to January 15, 2016, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Unrestricted Subsidiary” means any Subsidiary of Holdings that is designated by the Board of Directors of Holdings as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary, except as permitted by the covenant described above under the caption “—Certain Covenants—Transactions with Affiliates,” is not party to any agreement, contract, arrangement or understanding with Holdings or any Restricted Subsidiary of Holdings unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Holdings or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Holdings.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then-outstanding principal amount of such Indebtedness.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion summarizes the material U.S. federal income tax consequences of an exchange of unregistered notes for exchange notes pursuant to this exchange offer. This discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, judicial authority and administrative interpretations, all as of the date hereof and all of which are subject to change, possibly with retroactive effect, or different interpretations. This discussion does not address all of the tax considerations that may be relevant to a particular holder in light of the holder’s circumstances, or to certain categories of holders that may be subject to special rules. This summary does not consider any tax consequences arising under U.S. alternative minimum tax law, U.S. federal gift and estate tax law or under the laws of any foreign, state, local or other jurisdiction. Each holder should consult its own independent tax advisor regarding its particular situation and the federal, state, local and foreign tax consequences of exchanging the unregistered notes for exchange notes and purchasing, holding and disposing of the exchange notes, including the consequences of any proposed change in applicable laws.

The exchange of unregistered notes for exchange notes in the exchange offer will not constitute a taxable event for U.S. federal income tax purposes. Consequently, for such purposes a holder will not recognize gain upon receipt of an exchange note in exchange for unregistered notes in the exchange offer, the holder’s adjusted tax basis (and adjusted issue price) in the exchange note received in the exchange offer will be the same as its adjusted tax basis (and adjusted issue price) in the corresponding unregistered note immediately before the exchange, and the holder’s holding period in the exchange note will include its holding period in the unregistered note.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for unregistered notes where such unregistered notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the consummation of the exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until 180 days after the date of this prospectus, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers that may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the date of this prospectus, we will promptly send additional copies of this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

Certain legal matters in connection with the exchange notes and the related guarantees offered hereby will be passed upon for us by Shearman & Sterling LLP, New York, New York.

EXPERTS

Dycom    The financial statements incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K for the year ended July 28, 2012, and the effectiveness of Dycom Industries, Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

Target    The combined financial statements of Quanta Services, Inc. Telecommunications Infrastructure Services Group as of 2011 and 2010 and for each of the two years in the period ended December 31, 2011, incorporated by reference in this prospectus, have been audited by PricewaterhouseCoopers LLP, independent accountants, as stated in their report, which is incorporated by reference herein.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

Dycom Industries, Inc., our parent company (our “Parent”), files annual, quarterly and other reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information our Parent files with the SEC at its public reference rooms at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our Parent’s filings are also available to the public on the Internet, through a database maintained by the SEC at http://www.sec.gov. In addition, you can inspect and copy our Parent’s reports, proxy statements and other information at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

Neither the Issuer nor the subsidiary guarantors file separate financial statements with the SEC and do not independently publish their financial statements. Instead, the Issuer’s and the subsidiary guarantors’ financial condition, results of operations and cash flows are consolidated into our Parent’s financial statements. Condensed consolidating financial information illustrating the Issuer’s and the subsidiary guarantors’ financial condition, results of operations and cash flows, on a combined basis, is disclosed in the notes to our Parent’s consolidated financial statements.

The SEC allows us to incorporate by reference into this document the information we or our Parent filed with it. This means that we can disclose important business, financial and other information to you by referring you to other documents separately filed with the SEC. All information incorporated by reference is part of this document, unless and until that information is updated and superseded by the information contained in this document or any information incorporated later.

We incorporate by reference the following documents filed by our Parent with the SEC (Commission File No. 001-10613) listed below, except that we are not incorporating any information included in a current report on Form 8-K that has been furnished (and not filed) with the SEC, unless such information is expressly incorporated herein by a reference in a furnished current report on Form 8-K or other furnished document.

1. Our Parent’s current reports on Form 8-K, filed on September 11, 2012, October 10, 2012, November 20, 2012 (Film No. 121216229), November 21, 2012 (Film No. 121219082 and Film No. 121219367), November 28, 2012 (Film No. 121227661 and Film No. 121227708), November 29, 2012, December 4, 2012, December 5, 2012, December 12, 2012 and December 20, 2012; and

2. Our Parent’s quarterly reports on Form 10-Q for the fiscal quarters ended October 27, 2012; and

3. Our Parent’s annual report on Form 10-K for the fiscal year ended July 28, 2012.

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Our Parent’s filings with the SEC, including our Parent’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, are available free of charge on our website as soon as reasonably practicable after they are filed with, or furnished to, the SEC. Our Internet website is located at www.dycomind.com. The contents of the website are not incorporated by reference into this prospectus. You also may request, orally or in writing, a copy of these filings, at no cost, by contacting us at: Dycom Industries, Inc., 11770 U.S. Highway 1, Suite 101, Palm Beach Gardens, Florida 33408, Attention: Investor Relations, telephone number (561) 627-7171.

We also incorporate by reference any filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of the initial registration statement and prior to the effectiveness of the registration statement and all future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934 prior to the termination of the offering made hereby.

None of Dycom Investments, Inc., Dycom Industries, Inc. or the other guarantors have authorized anyone to provide you with any information or to make any representation other than as contained in this prospectus or that may be incorporated by reference into this prospectus. Dycom Investments, Inc., Dycom Industries, Inc. and the other guarantors do not take any responsibility for, and can provide no assurance as to the reliability of, any information others may give you. We are not making an offer to sell these securities in any jurisdiction where the offer and sale is not permitted. You should not assume that the information contained in this prospectus or that may be incorporated by reference into this prospectus is accurate as of any date other than the date on the front of this prospectus, or in the case of information that may be incorporated by reference into this prospectus, as of the date of such information, regardless of the time of delivery of this prospectus or any sale of the securities offered hereby.

Any request for documents should be made by                     , 2013 to ensure timely delivery of the documents prior to the expiration of the exchange offer.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Delaware. Section 145(a) of the General Corporation Law of the State of Delaware, or the Delaware Corporation Law, provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), because the person is or was a director or officer of the corporation. Such indemnity may be against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and if, with respect to any criminal action or proceeding, the person did not have reasonable cause to believe the person’s conduct was unlawful.

Section 145(b) of the Delaware Corporation Law provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director or officer of the corporation, against any expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation.

Section 145(g) of the Delaware Corporation Law provides, in general, that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation against any liability asserted against the person in any such capacity, or arising out of the person’s status as such, whether or not the corporation would have the power to indemnify the person against such liability under the provisions of the law.

Florida. Section 607.0850(1) of the Florida Business Corporation Act (“FBCA”) provides that a Florida corporation, such as Dycom Industries, Inc., shall have the power to indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of, the corporation), by reason of the fact that he is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Section 607.0850(2) of the FBCA provides that a Florida corporation shall have the power to indemnify any person, who was or is a party to any proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof. Such indemnification shall be authorized if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made under this subsection in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that,

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despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Section 607.0850(3) of the FBCA further provides that: (i) to the extent that a director or officer of a corporation has been successful on the merits or otherwise in defense of any proceeding referred to in 607.0850(1) or 607.0850(2), or in defense of any claim, issue, or matter therein, he or she shall be indemnified against expenses actually and reasonably incurred by him or her in connection therewith; (ii) indemnification provided pursuant to Section 607.0850 is not exclusive; and (iii) the corporation shall have the power to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him or her or incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liabilities under Section 607.0850.

Notwithstanding the foregoing, Section 607.0850 of the FBCA provides that indemnification or advancement of expenses shall not be made to or on behalf of any director or officer if a judgment or other final adjudication establishes that his or her actions, or omissions to act, were material to the cause of action so adjudicated and constitute: (i) a violation of the criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (ii) a transaction from which the director or officer derived an improper personal benefit; (iii) in the case of a director, a circumstance under which the liability provisions regarding unlawful distributions are applicable; or (iv) willful misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder.

Section 607.0831 of the FBCA provides that a director of a Florida corporation, such as Dycom Industries, Inc., is not personally liable for monetary damages to the corporation or any other person for any statement, vote, decision, or failure to act, regarding corporate management or policy, by a director, unless: (i) the director breached or failed to perform his or her duties as a director; and (ii) the director’s breach of, or failure to perform, those duties constitutes: (A) a violation of criminal law, unless the director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his conduct was unlawful; (B) a transaction from which the director derived an improper personal benefit, either directly or indirectly; (C) a circumstance under which the liability provisions regarding unlawful distributions are applicable; (D) in a proceeding by or in the right of the corporation to procure a judgment in its favor or by or in the right of a shareholder, conscious disregard for the best interest of the corporation, or willful misconduct; or (E) in a proceeding by or in the right of someone other than the corporation or a shareholder, recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property.

Washington. In general, §§23B.08.500 through 23B.08.600 of the Washington Business Corporation Act (“WBCA”) provide that a corporation may indemnify an individual who is made a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if such person acted in good faith and, if such action was in the person’s official capacity, in a manner reasonably believed to be in, or, in all other cases, not opposed to, the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. A “proceeding” is defined as any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal. A termination of the action by judgment, settlement, conviction or plea of nolo contendere, does not of itself create a presumption that the person did not act in good faith. Unless limited by the corporation’s articles of incorporation, indemnification is mandatory for an officer or director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because of being a director, against reasonable expenses incurred in connection with the proceeding.

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A corporation may not indemnify a director in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation, or in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in his or her official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by him or her. Under the WBCA, a corporation may indemnify an officer, agent or employee to the same extent as a director and may procure or maintain insurance against liability on behalf of a director or any such person.

Tennessee. In general, §48-243-101, et seq., of the Tennessee Limited Liability Company Act (the “TLLCA”) permits a limited liability company to indemnify its present and former governors, managers, employees and agents against judgments, settlements, penalties, fines or reasonable expenses (which includes counsel fees) with respect to a proceeding to which they may be made a party if such individual (A) conducted himself or herself in good faith and (B) reasonably believed (i) while acting in his or her official capacity, that his or her conduct was in the best interests of the company, or (ii) while acting in any other capacity, that his or her conduct was at least not opposed to the best interests of the company, or (C) with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. A termination of the proceeding by judgment, order, settlement, conviction or upon the entry of a plea of nolo contendere is not, of itself, determinative that the person did not meet the standard of conduct set forth in §48-243-101(b) of the TLLCA. Unless limited by its articles, a limited liability company must indemnify the reasonable expenses of a governor or manager if the governor or manager is wholly successful on the merits or otherwise in the defense of any proceeding against him or her as governor or manager.

The TLLCA prohibits a limited liability company from indemnifying a governor in connection with a proceeding by or in the right of the company in which the governor was found liable to the company or where the governor, whether or not acting in his or her official capacity as a governor, is charged with, and found liable for, improperly receiving a personal benefit. The TLLCA further prohibits a limited liability company from providing indemnification to or on behalf of a governor if a judgment or other final adjudication adverse to such governor establishes his or her liability for any breach of the duty of loyalty to the company or its members or for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law or for voting for or assenting to any distribution in violation of law or the articles of the company if it is established that such governor did not exercise his or her duties in connection with such distribution in good faith, with the care of an ordinary prudent person in a like position would exercise under similar circumstances and in a manner he or she reasonably believed to be in the best interest of the company.

Under the TLLCA, a limited liability company may indemnify and advance expenses to a manager, employee or agent to the same extent as a governor. A limited liability company may purchase and maintain insurance on behalf of an individual who is or was a governor, manager, employee or agent against liability asserted against or incurred by such individual while acting in his or her official capacity or arising from his or her status as a governor, manager, employee or agent, whether or not the company would have the power to indemnify such individual for any such liability.

Louisiana. In general, §12.83 of the Louisiana Business Corporation Law (“LBCL”) allows corporations to indemnify their present and former directors and officers and those of affiliated corporations against expenses incurred in the defense of any lawsuit to which they are made parties by reason of being or having been such directors or officers if such person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Under the LBCL, a termination of the action by judgment, settlement, conviction or plea of nolo contendere, will not of itself create a presumption that the person did not act in good faith. To the extent that such person is successful on the merits or otherwise in defense of any claim, issue or matter therein, he or she must be indemnified by the corporation. Expenses may be paid in advance of the final outcome if authorized by the board of directors without regard to whether or not a voting director is a party to the action.

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If the action is by or in the right of the corporation, the indemnity is limited to expenses not exceeding, in the judgment of the board of directors, the estimated expense of litigating the action to conclusion. No indemnification can be made if a court of competent jurisdiction, after exhaustion of appeals, finds the director liable for willful or intentional misconduct, unless the court determines that, given the circumstances of the case, the director is fairly and reasonably entitled to indemnification for certain expenses.

The LBCL allows a corporation to procure or maintain insurance against liability on behalf of a director or any such person.

North Carolina. In general, §§55-8-50 through 55-8-58 of the North Carolina Business Corporation Act (“NCBCA”) grant a corporation the authority to indemnify its present and former directors, officers, employees and agents against liabilities and expenses incurred by them in connection with any proceeding to which they are, or are threatened to be made, a party by reason of their serving in such positions so long as they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the corporation, and with respect to any criminal action, they had no reasonable cause to believe their conduct was unlawful. Indemnity is mandatory where a director or officer who is wholly successful, on the merits or otherwise, in his defense except to the extent limited or eliminated in the corporation’s articles of incorporation. A director or officer may also petition for court ordered indemnification where he would otherwise have a right to mandatory indemnification or where he is fairly or reasonably entitled to indemnity in view of all the relevant circumstances. The NCBCA allows a director or officer to be paid expenses in advance of the final deposition of any proceeding upon the tendering of an undertaking to repay such amount. However, the NCBCA prohibits indemnification to a director adjudged liable of receiving an improper personal benefit or, in a derivative action, where adjudged liable to the corporation.

A corporation may, in its articles of incorporation or bylaws or by contract or resolution may make expanded indemnification available in addition to that provided by statute except in cases where directors or officers act in clear conflict with best interests of corporation. A corporation may also procure or maintain insurance against liability on behalf of any such person. Finally, the NCBCA permits a corporation to limit the personal liability of directors for breach of any directors duty imposed by law (with certain exceptions) by adding an exculpation provision in the articles of incorporation.

Georgia. Generally, under §14-2-850 et seq. of the Georgia Business Corporation Code (“GBCC”), a Georgia corporation may indemnify an individual who is a party to a proceeding because he or she is or was a director of the corporation against the obligation to pay a judgment, settlement, penalty, fine or reasonable expenses (which includes counsel fees) incurred with respect to such proceeding, if such individual (A) conducted himself or herself in good faith and (B) reasonably believed (i) while acting in his or her official capacity, that his or her conduct was in the best interests of the corporation, or (ii) while acting any other capacity, that his or her conduct was at least not opposed to the best interests of the corporation, or (C) with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. A corporation must indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any such proceeding against reasonable expenses incurred by the director in connection with the proceeding. The termination of the proceeding by judgment, order, settlement or conviction or upon the entry of a plea of nolo contendere is not, of itself, determinative that the person did not meet the standard of conduct set forth in §14-2-851(a) of the GBCC.

A Georgia corporation may not indemnify a director under the GBCC in connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred by such director in connection with the proceeding, provided it is determined that such director met the relevant standard of conduct. A corporation may not indemnify a director in connection with any proceeding with respect to conduct for which such director was found liable on the basis that he or she received an improper personal benefit, whether or not such director was acting in his or her official capacity as a director of the corporation.

Additionally, a Georgia corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding; provided, that such

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director delivers to the corporation (i) a written affirmation of his or her good faith belief that he or she met the relevant standard of conduct described in §14-2-851 of the GBCC or that the proceeding involves conduct for which such director’s liability has been properly eliminated by provision of the articles of incorporation, and (ii) a written undertaking by the director to repay any funds advanced if it is ultimately determined that such director was not entitled to such indemnification.

The GBCC allows a Georgia corporation to indemnify directors without regard to the above-referenced limitations, if authorized by the articles of incorporation or a bylaw, contract, or resolution duly adopted by a vote of the shareholders of the corporation by a majority of votes entitled to be cast, excluding shares owned or voted under the control of the director or directors who do not qualify as a disinterested director with respect to any proceeding to which such indemnification is being sought; provided, that such director delivers to the corporation the abovementioned written affirmation and written undertaking. Notwithstanding the foregoing, the corporation may not indemnify a director for any liability incurred in a proceeding in which the director is found liable to the corporation or is subjected to injunctive relief in favor of the corporation for, among other things: (1) Any appropriation, in violation of the director’s duties, of any business opportunity of the corporation; (2) Acts or omissions which involve intentional misconduct or a knowing violation of law; or (3) Any transaction from which he or she received an improper personal benefit.

Under the GBCC, a Georgia corporation may indemnify and advance expenses to an officer of the corporation to the same extent as a director or if not also a director, then to such further extent as otherwise provided by the articles of incorporation, the bylaws, a resolution of the board of directors or by contract; provided, however, if the officer is not also a director of the corporation, the corporation may not indemnify the officer for any liability arising out of conduct that constitutes, among other things, (1) Any appropriation, in violation of the officer’s duties, of any business opportunity of the corporation; (2) Acts or omissions which involve intentional misconduct or a knowing violation of law; or (3) Any transaction from which he or she received an improper personal benefit. The foregoing limitation will also apply to an officer who is also a director of the corporation if the sole basis on which he or she is a party to the proceeding is an act or omission by him or her in the official capacity as an officer of the corporation.

A Georgia corporation may also indemnify and advance expenses to an employee or agent of the corporation who is not a director to the extent that may provided by the articles of incorporation, the bylaws, a resolution of the board of directors or by contract.

Under the GBCC, a Georgia corporation may purchase and maintain insurance on behalf of an individual who is a director, officer, employee or agent of the corporation against liability asserted against or incurred by such individual while acting in his or her official capacity or arising from his or her status as a director, officer, employee or agent of the corporation, notwithstanding whether a corporation would have the power to indemnity or advance expenses to such individual for the same liability.

Under § 14-11-306 of the Georgia Limited Liability Company Act, a Georgia limited liability company, subject to any standards or restrictions set forth in its articles of organization or a written operating agreement, may, and shall have the power to, indemnify and hold harmless any member or manager of the company from and against any and all claims and demands whatsoever arising in connection with the limited liability company; provided that no Georgia limited liability company may indemnify any member or manager of the company for (i) any intentional misconduct or a knowing violation of law; or (ii) any transaction for which such member or manager received a personal benefit in violation or breach of any provision of a written operating agreement.

California. Section 317 of the California Corporations Code authorizes a corporation to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that the person is or was a director, officer, employee or other agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the proceeding, if that person acted in good

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faith and in a manner reasonably believed by such person to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful.

Section 317 of the California Corporations Code also provides that a corporation may, subject to certain limitations and conditions, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or other agent of the corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of the action if the person acted in good faith, in a manner the person believed to be in the best interests of the corporation and its shareholders.

To the extent that a director, officer, employee or other agent of the corporation is successful on the merits in defense of any proceeding referred to above or in defense of any claim, issue or matter therein, the corporation shall indemnify such agent against expenses actually and reasonably incurred by that person in connection therewith.

Section 204(a)(10) of the California Corporations Code permits a corporation’s articles of incorporation to limit a director’s liability to the corporation or its shareholders except with respect to the following items: (i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on the part of the director, (iii) any transaction from which a director derived an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the director’s duty to the corporation or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director’s duties, of a risk of serious injury to the corporation or its shareholders, (v) acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the corporation or its shareholders, (vi) contracts or transactions between the corporation and a director within the scope of Section 310 of the California Corporations Code or (vii) authorizing improper distributions, loans and guarantees under Section 316 of the California Corporations Code.

New York. Reference is made to Sections 721 to 725 of the New York Business Corporation Law (“NYBCL”), which provide for indemnification of directors and officers, subject to certain limitations, for liabilities and expenses in connection with actions or proceedings involving them in such capacity. Pursuant to Section 721 of the NYBCL, no indemnification shall be made to or on behalf of a director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. Section 402(b) of the NYBCL permits a certificate of incorporation to set forth a provision limiting or eliminating the personal liability of directors to a corporation or its shareholders for damages for any breach of duty in such capacity, provided that no such provision shall eliminate or limit the liability of a director if a judgment or other final adjudication adverse to him or her establishes (i) that his or her acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or (ii) that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled, or (iii) that his or her acts violated Section 719 of the NYBCL.

Illinois. Section 8.75 of the Illinois Business Corporation Act of 1983, as amended (the “IBCA”), provides that a corporation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement

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actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

The IBCA provides that a corporation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, provided that no indemnification shall be made with respect to any claim, issue, or matter as to which such person has been adjudged to have been liable to the corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

Under the IBCA, to the extent that a present or former director, officer or employee of a corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, if the person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation. Expenses (including attorney’s fees) incurred by an officer or director of the corporation in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation.

Further, the IBCA provides that the indemnification and advancement of expenses shall not be deemed exclusive of any other rights under any by-law, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the articles of incorporation or a by-law shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment. The indemnification and advancement of expenses provided by or granted under this Section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of that person.

The IBCA permits a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the IBCA.

Arizona. Section 10-850 et seq. of Arizona Revised Statutes (“A.R.S.”) provides that a corporation may indemnify an individual made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (a “proceeding”) because either (a) the individual is or was a director and the individual’s conduct was in good faith and the individual (i) in the case of conduct in an official capacity with the corporation, reasonably believed that the conduct was in the corporation’s best interests, (ii) in all other cases, reasonably believed that the conduct was at least not opposed to the corporation’s best interests, or (iii) in the case of any criminal proceedings, had no reasonable cause to

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believe the conduct was unlawful; or (b) the director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation.

Unless limited by the articles of incorporation, a corporation must indemnify (“mandatory indemnification”) a director who (a) was the prevailing party, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding; or (b) was not an officer, employee or holder of more than five per cent of the outstanding shares of any class of stock of the corporation or of any affiliate of the corporation (“outside director”).

Indemnification in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. A corporation may not indemnify a director in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or in connection with any other proceeding charging improper financial benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged liable on the basis that financial benefit was improperly received by the director. A corporation may not provide the mandatory indemnification or advancement of expenses for outside directors, if before payment, the outside director was adjudged to have failed to meet the relevant standards and a court of competent jurisdiction does not otherwise authorize payment.

Section 10-856 of A.R.S. provides that, in addition to the indemnification authorized for directors, which is applicable to officers, a corporation may indemnify and advance expenses to an officer who is a party to a proceeding because the individual is or was an officer of the corporation; and if the individual is an officer but not a director, to the further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract, except for (a) liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding; and (b) liability arising out of conduct that constitutes receipt by the officer of a financial benefit to which the officer is not entitled, an intentional infliction of harm on the corporation or the shareholders, or an intentional violation of criminal law.

Additionally, a corporation may, before final disposition of the proceeding, pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding; provided that the director furnishes the corporation with (i) a written affirmation of the director’s good faith belief that the director has met the relevant standard of conduct or that the proceeding involves conduct for which liability has been properly eliminated under a provision of the articles of incorporation; and (ii) a written undertaking, executed personally or on the director’s behalf, to repay any advanced funds if the director is not entitled to mandatory indemnification and it is ultimately determined that the director did not meet the standard of conduct. A corporation must pay an outside director’s expenses in advance of a final disposition of a proceeding if the requirements of subclauses (i) and (ii) of the preceding sentence are satisfied.

A corporation may purchase and maintain insurance, including retrospectively rated and self-insured programs, on behalf of an individual who is or was a director or officer of the corporation against liability asserted against or incurred by the individual in that capacity or arising from the individual’s status as a director or officer, whether or not the corporation would have power to indemnify or advance expenses to the individual against the same liability.

A corporation’s power to indemnify, advance expenses or maintain insurance on behalf of an employee or agent is not limited by the foregoing laws.

By-laws. The by-laws of each of Can-Am Communications, Inc., Dycom Capital Management, Inc., Dycom Investments, Inc., Global Enercom Management, Inc., Golden State Utility Co., Locating, Inc., North Sky Communications, Inc., Parkside Utility Construction Corp., Point to Point Communications, Inc., Professional

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Teleconcepts, Inc., Professional Teleconcepts, Inc., Spalj Construction Company, Spectrum Wireless Solutions, Inc., Trawick Construction Company, Inc., VCI Construction, Inc., VCI Utility Services, Inc., and U G T I provide that it shall indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any proceeding, by reason of the fact that such person is or was a director or officer of the corporation.

The by-laws of Dycom Industries, Inc. provide that, except as prohibited under Florida law, it shall indemnify any person who was or is made a party to any proceeding by reason of the fact that he or she was or is a director or officer of the corporation, or a director or officer of the corporation serving as a trustee or fiduciary of an employee benefit plan of the corporation, against liability incurred in connection with such proceeding, including any appeal thereof. Dycom Industries, Inc. maintains insurance policies insuring its directors and officers against certain liabilities they may incur in their capacity as directors and officers.

Limited Liability Company Agreements. The Limited Liability Company Agreement of each of Ansco & Associates, LLC; Apex Digital, LLC; Blair Park Services, LLC; Broadband Express, LLC; Broadband Installation Services, LLC; C-2 Utility Contractors, LLC; Cable Connectors, LLC; Cablecom, LLC; Cavo Broadband Communications, LLC; CertusView Leasing, LLC; Communication Services, LLC; Communications Construction Group, LLC; Dycom Identity, LLC; Ervin Cable Construction, LLC; Globe Communications, LLC; Installation Technicians, LLC; Ivy H. Smith Company, LLC; Kanaan Communications, LLC; Lambert’s Cable Splicing Company, LLC; Midtown Express, LLC; NeoCom Solutions Holdings, LLC; Nichols Construction, LLC; Niels Fugal Sons Company, LLC; OSP Services, LLC; Parkside Utility Construction, LLC; PBG Acquisition III, LLC; Precision Valley Communications of Vermont, LLC; Prince Telecom, LLC; RJE Telecom, LLC; Star Construction, LLC; Stevens Communications, LLC; S.T.S., LLC; TCS Communications, LLC; Tesinc, LLC; Tjader, L.L.C.; Triple-D Communications, LLC; Underground Specialties, LLC; UtiliQuest, LLC and White Mountain Cable Construction, LLC provide that it shall indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal administrative, or investigative, by reason of the fact that such person is or was a member, director or officer of the company, or is or was serving at the request of the company as a director or officer of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise.

Item 21. Exhibits and Financial Statement Schedules

(a) Exhibits

See the index to exhibits that appears immediately following the signature pages to this registration statement.

Item 22. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement;

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in

II-9

the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change in such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

(3) That, for the purpose of determining liability under the Securities Act to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(4) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(5) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(6) That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-10

(7) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in the documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(8) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Dycom Industries, Inc.
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	February 26, 2013
Steven E. Nielsen
*	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Thomas G. Baxter
*	Director	February 26, 2013
Charles M. Brennan, III
*	Director	February 26, 2013
Dwight B. Duke
*	Director	February 26, 2013
Charles B. Coe
*	Director	February 26, 2013
Stephen C. Coley
*	Director	February 26, 2013
Patricia L Higgins

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Dycom Investments, Inc.
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President and Director (Principal Executive Officer)	February 26, 2013
Steven E. Nielsen
*	Treasurer and Director (Principal Financial and Accounting Officer)	February 26, 2013
H. Andrew DeFerrari

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Ansco & Associates, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
George Summers
*	Chief Financial Officer (Principal Accounting Officer)	February 26, 2013
Mark Cunningham
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Apex Digital, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
Timothy R. Estes
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen
*	Director	February 26, 2013
Gary E. Ervin

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Blair Park Services, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
Thomas Hornick
*	Chief Financial Officer (Principal Accounting Officer)	February 26, 2013
Paul Aanes
*	Treasurer	February 26, 2013
H. Andrew DeFerrari	(Principal Financial Officer)
*	Sole Member	February 26, 2013
PBG Acquisition III, LLC

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Broadband Express, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
Daniel Kanaan
*	Controller (Principal Accounting Officer)	February 26, 2013
Jeffrey Drzymala
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Broadband Installation Services, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
Daniel Kanaan
*	Controller (Principal Accounting Officer)	February 26, 2013
Jeffrey Drzymala
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

C-2 Utility Contractors, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
M. Scott Saunders
*	Controller (Principal Accounting Officer)	February 26, 2013
Scott Savoian
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Cable Connectors, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
Thomas L. Lambert
*	Assistant Treasurer and Controller (Principal Accounting Officer)	February 26, 2013
Harold Wall
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

CableCom, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
J. Michael Gepford
*	Controller (Principal Accounting Officer)	February 26, 2013
Rebecca Barr
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

CableCom of California, Inc.
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
J. Michael Gepford
*	Controller (Principal Accounting Officer)	February 26, 2013
Rebecca Barr
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Can-Am Communications, Inc.
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
J. Michael Gepford
*	Controller (Principal Accounting Officer)	February 26, 2013
Rebecca Barr
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Cavo Broadband Communications, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
William Valentino
*	Controller (Principal Accounting Officer)	February 26, 2013
Jeffrey Drzymala
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

CCLC, Inc.
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President and Chief Executive Officer (Principal Executive Officer)	February 26, 2013
Eric P. Burrell
*	Chief Financial Officer (Principal Accounting Officer)	February 26, 2013
Tara J. Fox-Willis
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

CertusView Leasing, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
Curtis Chambers
*	Treasurer and Director	February 26, 2013
H. Andrew DeFerrari	(Principal Financial and Accounting Officer)
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

CMI Services, Inc.
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
William Harold Killian
*	Chief Financial Officer (Principal Accounting Officer)	February 26, 2013
Larry A. Hinson
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Communication Services, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
Timothy M. Victory
*	Controller (Principal Accounting Officer)	February 26, 2013
Donald B. Freudiger
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Communications Construction Group, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
John E. Dowd
*	Controller (Principal Accounting Officer)	February 26, 2013
Emily Walters
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Dycom Capital Management, Inc.
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President and Director (Principal Executive Officer)	February 26, 2013
Steven E. Nielsen
*	Treasurer and Director	February 26, 2013
H. Andrew DeFerrari	(Principal Financial and Accounting Officer)

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Dycom Corporate Identity, Inc.
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President and Director (Principal Executive Officer)	February 26, 2013
Steven E. Nielsen
*	Treasurer and Director (Principal Financial and Accounting Officer)	February 26, 2013
H. Andrew DeFerrari

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Dycom Identity, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President and Director (Principal Executive Officer)	February 26, 2013
Steven E. Nielsen
*	Treasurer and Director (Principal Financial and Accounting Officer)	February 26, 2013
H. Andrew DeFerrari

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

E A Technical Services, Inc.
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
Douglas H. Wilson
*	Controller (Principal Accounting Officer)	February 26, 2013
Michael Dorsey
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Engineering Associates, Inc.
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
Thomas C. Harter
*	Controller (Principal Accounting Officer)	February 26, 2013
Michael Dorsey
*	Treasurer and Director	February 26, 2013
H. Andrew DeFerrari	(Principal Financial Officer)
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Ervin Cable Construction, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
Brad Ervin
*	Assistant Treasurer and Controller (Principal Accounting Officer)	February 26, 2013
Andrea White
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Chairman of the Board of Directors	February 26, 2013
Gary E. Ervin
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Global Enercom Management, Inc.
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
Mike McGannon
*	Controller (Principal Accounting Officer)	February 26, 2013
Michael Dorsey
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Globe Communications, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
Victor R. Lundy, III
*	Assistant Treasurer and Controller (Principal Accounting Officer)	February 26, 2013
Donald B. Freudiger
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Golden State Utility Co.
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
Mark DeWayne Overholt
*	Chief Financial Officer (Principal Accounting Officer)	February 26, 2013
G. Vickers Marovish
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Installation Technicians, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
Robert Allen Stoutt, Jr.
*	Controller (Principal Accounting Officer)	February 26, 2013
Christine Brew
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Ivy H. Smith Company, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
George Summers
*	Chief Financial Officer (Principal Accounting Officer)	February 26, 2013
Mark Cunningham
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Kanaan Communications, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
Daniel P. Kanaan
*	Controller (Principal Accounting Officer)	February 26, 2013
Jeffrey Drzymala
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Lambert’s Cable Splicing Company, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President and Director (Principal Executive Officer)	February 26, 2013
Thomas L. Lambert
*	Assistant Treasurer and Controller (Principal Accounting Officer)	February 26, 2013
Harold Wall
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Locating, Inc.
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
Dennis Tarosky
*	Chief Financial Officer (Principal Financial and Accounting Officer)	February 26, 2013
Robert D’Amico
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Midtown Express, LLC
By:	/s/ William P. Healy
	Name: William P. Healy
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President and Secretary (Principal Executive Officer)	February 26, 2013
William P. Healy
*	Controller (Principal Financial and Accounting Officer)	February 26, 2013
Tara Levitt
*	Director	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

NeoCom Solutions Holdings, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
Hy Tang
*	Controller (Principal Accounting Officer)	February 26, 2013
Matthew Duvall
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

NeoCom Solutions, Inc.
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
Hy Tang
*	Controller (Principal Accounting Officer)	February 26, 2013
Matthew Duvall
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Nichols Construction, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President and Director (Principal Executive Officer)	February 26, 2013
Jack A. Nichols
*	Assistant Secretary and Assistant Treasurer (Principal Accounting Officer)	February 26, 2013
Esther Hagy
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Niels Fugal Sons Company, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President and Chief Executive Officer (Principal Executive Officer)	February 26, 2013
Gary R. McQueen
*	Assistant Treasurer and Controller (Principal Accounting Officer)	February 26, 2013
Dennis K. Smith, Jr.
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Niels Fugal Sons Company of California, Inc.
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President and Chief Executive Officer (Principal Executive Officer)	February 26, 2013
Gary R. McQueen
*	Assistant Treasurer and Controller (Principal Accounting Officer)	February 26, 2013
Dennis K. Smith, Jr.
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

North Sky Communications, Inc.
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
Rodney Kuenzi
*	Chief Financial Officer (Principal Accounting Officer)	February 26, 2013
G. Vickers Marovish
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

OSP Services, LLC
By:	/s/ Linda Klein
	Name: Linda Klein
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President and Director (Principal Executive Officer)	February 26, 2013
Marvin M. Glaser
*	Treasurer and Secretary (Principal Financial and Accounting Officer)	February 26, 2013
Linda Klein
*	Director	February 26, 2013
Thomas E. Lastrom

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Parkside Site & Utility Company Corporation
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
William D. Rowe, III
*	Treasurer and Director (Principal Financial and Accounting Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Parkside Utility Construction, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
William D. Rowe, III
*	Treasurer (Principal Accounting and Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Sole Member	February 26, 2013
PBG Acquisition III, LLC

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Pauley Construction Inc.
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President and Chief Executive Officer (Principal Executive Officer)	February 26, 2013
Marlon Terrill
*	Chief Financial Officer (Principal Accounting Officer)	February 26, 2013
Polly Terrill
*	Treasurer and Director	February 26, 2013
H. Andrew DeFerrari	(Principal Financial Officer)
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

PBG Acquisition III, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President and Director (Principal Executive Officer)	February 26, 2013
Steven E. Nielsen
*	Treasurer and Director (Principal Financial and Accounting Officer)	February 26, 2013
H. Andrew DeFerrari

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Point to Point Communications, Inc.
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
William J. Ptak
*	Controller (Principal Accounting Officer)	February 26, 2013
Kimberly Habeck
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Precision Valley Communications of Vermont, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
J. Roger Cawvey, Sr.
*	Controller (Principal Accounting Officer)	February 26, 2013
Joseph Miller
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Prince Telecom, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
John Kuhn
*	Controller (Principal Accounting Officer)	February 26, 2013
Jeffrey Drzymala
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Prince Telecom of California, Inc.
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	February 26, 2013
John Kuhn
*	Controller (Principal Accounting Officer)	February 26, 2013
Jeffrey Drzymala
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Professional Teleconcepts, Inc.
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President and Chief Executive Officer (Principal Executive Officer)	February 26, 2013
Eric P. Burrell
*	Chief Financial Officer (Principal Accounting Officer)	February 26, 2013
Tara J. Fox-Willis
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Professional Teleconcepts, Inc.
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President and Chief Executive Officer (Principal Executive Officer)	February 26, 2013
Eric P. Burrell
*	Chief Financial Officer (Principal Accounting Officer)	February 26, 2013
Tara J. Fox-Willis
*	Treasurer and Director (Principal Financial Officer)	February 26, 2013
H. Andrew DeFerrari
*	Director	February 26, 2013
Steven E. Nielsen

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet
	As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

RJE Telecom, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Marvin M. Glaser	President (Principal Executive Officer)	February 26, 2013
* Thomas E. Lastrom	Controller (Principal Accounting Officer)	February 26, 2013
* H. Andrew DeFerrari	Treasurer and Director (Principal Financial Officer)	February 26, 2013
* Steven E. Nielsen	Director	February 26, 2013

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

RJE Telecom of California, Inc.
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Marvin M. Glaser	President (Principal Executive Officer)	February 26, 2013
* Thomas E. Lastrom	Controller (Principal Accounting Officer)	February 26, 2013
* H. Andrew DeFerrari	Treasurer and Director (Principal Financial Officer)	February 26, 2013
* Steven E. Nielsen	Director	February 26, 2013

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

S.T.S., LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Dennis Tarosky	President (Principal Executive Officer)	February 26, 2013
* Robert D’Amico	Chief Financial Officer (Principal Accounting Officer)	February 26, 2013
* H. Andrew DeFerrari	Treasurer and Governor (Principal Financial Officer)	February 26, 2013
* Steven E. Nielsen	Governor	February 26, 2013

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Spalj Construction Company
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* JR Spalj	President and Chief Executive Officer (Principal Executive Officer)	February 26, 2013
* Paul Aanes	Chief Financial Officer (Principal Accounting Officer)	February 26, 2013
* H. Andrew DeFerrari	Treasurer and Director (Principal Financial Officer)	February 26, 2013
* Steven E. Nielsen	Director	February 26, 2013

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Spectrum Wireless Solutions, Inc.
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Eric P. Burrell	President and Chief Executive Officer (Principal Executive Officer)	February 26, 2013
* Tara J. Fox-Willis	Chief Financial Officer (Principal Accounting Officer)	February 26, 2013
* H. Andrew DeFerrari	Treasurer and Director (Principal Financial Officer)	February 26, 2013
* Steven E. Nielsen	Director	February 26, 2013

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Star Construction, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Robert Allen Stoutt, Jr.	President (Principal Executive Officer)	February 26, 2013
* Christine Brew	Controller (Principal Accounting Officer)	February 26, 2013
* H. Andrew DeFerrari	Treasurer and Director (Principal Financial Officer)	February 26, 2013
* Steven E. Nielsen	Director	February 26, 2013

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Stevens Communications, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Richard D. Stevens	President and Director (Principal Executive Officer)	February 26, 2013
* Denise Chiles	Controller (Principal Accounting Officer)	February 26, 2013
* H. Andrew DeFerrari	Treasurer and Director (Principal Financial Officer)	February 26, 2013
* Steven E. Nielsen	Director	February 26, 2013

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

TCS Communications, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* James Dunham	President (Principal Executive Officer)	February 26, 2013
* Debra Pelkowski	Controller (Principal Accounting Officer)	February 26, 2013
* H. Andrew DeFerrari	Treasurer and Director (Principal Financial Officer)	February 26, 2013
* Steven E. Nielsen	Director	February 26, 2013

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Tesinc, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* William J. Ptak	President (Principal Executive Officer)	February 26, 2013
* Kimberly Habeck	Controller (Principal Accounting Officer)	February 26, 2013
* H. Andrew DeFerrari	Treasurer and Director (Principal Financial Officer)	February 26, 2013
* Steven E. Nielsen	Director	February 26, 2013

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Tesinc of California, Inc.
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* William J. Ptak	President (Principal Executive Officer)	February 26, 2013
* Kimberly Habeck	Controller (Principal Accounting Officer)	February 26, 2013
* H. Andrew DeFerrari	Treasurer and Director (Principal Financial Officer)	February 26, 2013
* Steven E. Nielsen	Director	February 26, 2013

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Tjader, L.L.C.
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Donald Stephens	President (Principal Executive Officer)	February 26, 2013
* Paul Aanes	Chief Financial Officer (Principal Accounting Officer)	February 26, 2013
* H. Andrew DeFerrari	Treasurer (Principal Financial Officer)	February 26, 2013
* Spalj Construction Company	Sole Member	February 26, 2013

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Trawick Construction Company, Inc.
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Douglas H. Trawick	President and Chief Executive Officer (Principal Executive Officer)	February 26, 2013
* Larry A. Hinson	Chief Financial Officer (Principal Accounting Officer)	February 26, 2013
* H. Andrew DeFerrari	Treasurer and Director (Principal Financial Officer)	February 26, 2013
* Steven E. Nielsen	Director	February 26, 2013

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Triple-D Communications, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Victor R. Lundy, III	President and Director (Principal Executive Officer)	February 26, 2013
* Donald B. Freudiger	Assistant Treasurer and Controller (Principal Accounting Officer)	February 26, 2013
* H. Andrew DeFerrari	Treasurer and Director (Principal Financial Officer)	February 26, 2013
* Steven E. Nielsen	Director	February 26, 2013

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

U G T I
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Dennis Tarosky	President (Principal Executive Officer)	February 26, 2013
* Robert D’Amico	Chief Financial Officer (Principal Accounting Officer)	February 26, 2013
* H. Andrew DeFerrari	Treasurer and Director (Principal Financial Officer)	February 26, 2013
* Steven E. Nielsen	Director	February 26, 2013

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

Underground Specialties, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* M. Scott Saunders	President (Principal Executive Officer)	February 26, 2013
* Scott Savoian	Assistant Treasurer and Controller (Principal Accounting Officer)	February 26, 2013
* H. Andrew DeFerrari	Treasurer and Director (Principal Financial Officer)	February 26, 2013
* Steven E. Nielsen	Director	February 26, 2013

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

UtiliQuest, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Dennis Tarosky	President (Principal Executive Officer)	February 26, 2013
* Robert D’Amico	Chief Financial Officer (Principal Accounting Officer)	February 26, 2013
* H. Andrew DeFerrari	Treasurer and Director (Principal Financial Officer)	February 26, 2013
* Steven E. Nielsen	Director	February 26, 2013

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

VCI Construction, Inc.
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* John A. Xanthos	President (Principal Executive Officer)	February 26, 2013
* G. Vickers Marovish	Chief Financial Officer (Principal Accounting Officer)	February 26, 2013
* H. Andrew DeFerrari	Treasurer and Director (Principal Financial Officer)	February 26, 2013
* Steven E. Nielsen	Director	February 26, 2013

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

VCI Utility Services, Inc.
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Logan D. Teal	President (Principal Executive Officer)	February 26, 2013
* H. Andrew DeFerrari	Treasurer and Director (Principal Financial and Accounting Officer)	February 26, 2013
* Steven E. Nielsen	Director	February 26, 2013

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on February 26, 2013.

White Mountain Cable Construction, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* John E. Dowd	President (Principal Executive Officer)	February 26, 2013
* Emily Walters	Controller (Principal Accounting Officer)	February 26, 2013
* H. Andrew DeFerrari	Treasurer and Director (Principal Financial Officer)	February 26, 2013
* Steven E. Nielsen	Director	February 26, 2013

*By:	/s/ Richard B. Vilsoet
	Richard B. Vilsoet As Attorney-in-Fact

EXHIBIT INDEX

Exhibit Number	Description of Exhibits
3.1	Restated Articles of Incorporation of Dycom Industries, Inc. (incorporated by reference to Exhibit 3 to Dycom Industries, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on June 11, 2002).
3.2	Amended and Restated By-laws of Dycom Industries, Inc., as amended on February 24, 2009 (incorporated by reference to Exhibit 99.1 to Dycom Industries, Inc.’s Current Report on Form 8-K filed with the SEC on March 2, 2009).
3.3	Certificate of Incorporation of Dycom Investments, Inc. (incorporated by reference to Exhibit 3.9 to Dycom Investments, Inc.’s Registration Statement on Form S-4 filed with the SEC on December 8, 2005).
3.4	By-laws of Dycom Investments, Inc. (incorporated by reference to Exhibit 3.10 to Dycom Investments, Inc.’s Registration Statement on Form S-4 filed with the SEC on December 8, 2005).
3.5	Form of Certificate of Formation for Ansco & Associates, LLC, Apex Digital, LLC, C-2 Utility Contractors, LLC, Cable Connectors, LLC, CableCom, LLC, Communications Construction Group, LLC, Dycom Identity, LLC, Ervin Cable Construction, LLC, Ivy H. Smith Company, LLC, Kanaan Communications, LLC, Nichols Construction, LLC, Niels Fugal Sons Company, LLC, OSP Services, LLC, PBG Acquisition III, LLC, Star Construction, LLC, Stevens Communications, LLC, TCS Communications, LLC, Tesinc, LLC, Triple-D Communications, LLC, Underground Specialties, LLC and White Mountain Cable Construction, LLC.*
3.6	Certificate of Formation of Blair Park Services, LLC.*
3.7	Certificate of Formation of Broadband Express, LLC.*
3.8	Certificate of Formation of Broadband Installation Services, LLC.*
3.9	Certificate of Incorporation of CableCom of California, Inc.*
3.10	Certificate of Incorporation of Can-Am Communications, Inc.*
3.11	Certificate of Formation of Cavo Broadband Communications, LLC.*
3.12	Certificate of Incorporation of CCLC, Inc.*
3.13	Certificate of Formation of CertusView Leasing, LLC.*
3.14	Articles of Incorporation of CMI Services, Inc.*
3.15	Articles of Organization of Communication Services, LLC.*
3.16	Certificate of Incorporation of Dycom Capital Management, Inc. (incorporated by reference to Exhibit 3.7 to Dycom Investments, Inc.’s Registration Statement on Form S-4 filed with the SEC on December 8, 2005).
3.17	Certificate of Incorporation of Dycom Corporate Identity, Inc.*
3.18	Articles of Incorporation of E A Technical Services, Inc.*
3.19	Articles of Incorporation of Engineering Associates, Inc.*
3.20	Certificate of Incorporation of Global Enercom Management, Inc.*
3.21	Articles of Organization of Globe Communications, LLC (incorporated by reference to Exhibit 3.11 to Dycom Investments, Inc.’s Registration Statement on Form S-4 filed with the SEC on December 8, 2005).
3.22	Certificate of Incorporation of Golden State Utility Co.*

3.23	Articles of Organization of Installation Technicians, LLC (incorporated by reference to Exhibit 3.13 to Dycom Investments, Inc.’s Registration Statement on Form S-4 filed with the SEC on December 8, 2005).
3.24	Certificate of Formation of Lambert’s Cable Splicing Company, LLC.*
3.25	Articles of Incorporation of Locating, Inc. (incorporated by reference to Exhibit 3.15 to Dycom Investments, Inc.’s Registration Statement on Form S-4 filed with the SEC on December 8, 2005).
3.26	Certificate of Formation of Midtown Express, LLC.*
3.27	Certificate of Formation of NeoCom Solutions Holdings, LLC.*
3.28	Articles of Incorporation of NeoCom Solutions, Inc.*
3.29	Certificate of Incorporation of Niels Fugal Sons Company of California, Inc.*
3.30	Certificate of Incorporation of North Sky Communications, Inc.*
3.31	Certificate of Incorporation of Parkside Site & Utility Company Corporation.*
3.32	Certificate of Formation of Parkside Utility Construction, LLC.*
3.33	Articles of Incorporation of Pauley Construction Inc.*
3.34	Articles of Incorporation of Point to Point Communications, Inc. (incorporated by reference to Exhibit 3.17 to Dycom Investments, Inc.’s Registration Statement on Form S-4 filed with the SEC on December 8, 2005).
3.35	Certificate of Formation of Precision Valley Communications of Vermont, LLC.*
3.36	Certificate of Incorporation of Prince Telecom of California, Inc.*
3.37	Certificate of Formation of Prince Telecom, LLC.*
3.38	Articles of Incorporation of Professional Teleconcepts, Inc. (incorporated in Illinois).*
3.39	Certificate of Incorporation of Professional Teleconcepts, Inc. (incorporated in New York).*
3.40	Certificate of Incorporation of RJE Telecom of California, Inc.*
3.41	Certificate of Formation of RJE Telecom, LLC.*
3.42	Articles of Organization of S.T.S., LLC (incorporated by reference to Exhibit 3.21 to Dycom Investments, Inc.’s Registration Statement on Form S-4 filed with the SEC on December 8, 2005).
3.43	Certificate of Incorporation of Spalj Construction Company.*
3.44	Certificate of Incorporation of Spectrum Wireless Solutions, Inc.*
3.45	Certificate of Incorporation of Tesinc of California, Inc.*
3.46	Certificate of Formation of Tjader, L.L.C.*
3.47	Articles of Incorporation of Trawick Construction Company, Inc.*
3.48	Articles of Incorporation of U G T I.*
3.49	Articles of Organization of UtiliQuest, LLC (incorporated by reference to Exhibit 3.23 to Dycom Investments, Inc.’s Registration Statement on Form S-4 filed with the SEC on December 8, 2005).
3.50	Certificate of Incorporation of VCI Construction, Inc.*

2

3.51	Certificate of Incorporation of VCI Utility Services, Inc.*
3.52	Form of Agreement of Limited Liability Company for Ansco & Associates, LLC, Apex Digital, LLC, Broadband Express, LLC, Broadband Installation Services, LLC, C-2 Utility Contractors, LLC, Cable Connectors, LLC, CableCom, LLC, Cavo Broadband Communications, LLC, CertusView Leasing, LLC, Communications Construction Group, LLC, Ervin Cable Construction, LLC, Ivy H. Smith Company, LLC, Kanaan Communications, LLC, Lambert’s Cable Splicing Company, LLC, Midtown Express, LLC, NeoCom Solutions Holdings, LLC, Nichols Construction, LLC, Niels Fugal Sons Company, LLC, OSP Services, LLC, PBG Acquisition III, LLC, Precision Valley Communications of Vermont, LLC, Prince Telecom, LLC, RJE Telecom, LLC, Star Construction, LLC, Stevens Communications, LLC, TCS Communications, LLC, Tesinc, LLC, Triple-D Communications, LLC, Underground Specialties, LLC and White Mountain Cable Construction, LLC.*
3.53	Form of By-Laws for CCLC, Inc., CMI Services, Inc., Global Enercom Management, Inc., Golden State Utility Co., North Sky Communications, Inc., Parkside Site & Utility Company Corporation, Professional Teleconcepts, Inc. (incorporated in Illinois), Professional Teleconcepts, Inc. (incorporated in New York), Spalj Construction Company, Spectrum Wireless Solutions, Inc., Trawick Construction Company, Inc. and VCI Construction, Inc.*
3.54	Form of Bylaws for CableCom of California, Inc., Dycom Capital Management, Inc., Dycom Corporate Identity, Inc., Niels Fugal Sons Company of California, Inc., Prince Telecom of California, Inc., RJE Telecom of California, Inc. and Tesinc of California, Inc.*
3.55	Limited Liability Company Operating Agreement of Blair Park Services, LLC.*
3.56	Bylaws of Can-Am Communications, Inc. (incorporated by reference to Exhibit 3.6 to Dycom Investments, Inc.’s Registration Statement on Form S-4 filed with the SEC on December 8, 2005).
3.57	Amended and Restated Agreement of Limited Liability Company of Communication Services, LLC.*
3.58	Agreement of Limited Liability Company of Dycom Identity, LLC.*
3.59	By-laws of E A Technical Services, Inc.*
3.60	By-laws of Engineering Associates, Inc.*
3.61	Operating Agreement of Globe Communications, LLC (incorporated by reference to Exhibit 3.12 to Dycom Investments, Inc.’s Registration Statement on Form S-4 filed with the SEC on December 8, 2005).
3.62	Operating Agreement of Installation Technicians, LLC (incorporated by reference to Exhibit 3.14 to Dycom Investments, Inc.’s Registration Statement on Form S-4 filed with the SEC on December 8, 2005).
3.63	Bylaws of Locating, Inc. (incorporated by reference to Exhibit 3.16 to Dycom Investments, Inc.’s Registration Statement on Form S-4 filed with the SEC on December 8, 2005).
3.64	By-laws of NeoCom Solutions, Inc.*
3.65	Operating Agreement of Parkside Utility Construction, LLC.*
3.66	Bylaws of Pauley Construction Inc.*

3

3.67	By-laws of Point to Point Communications, Inc. (incorporated by reference to Exhibit 3.18 to Dycom Investments, Inc.’s Registration Statement on Form S-4 filed with the SEC on December 8, 2005).
3.68	Operating Agreement of S.T.S., LLC (incorporated by reference to Exhibit 3.22 to Dycom Investments, Inc.’s Registration Statement on Form S-4 filed with the SEC on December 8, 2005).
3.69	Limited Liability Company Operating Agreement of Tjader, L.L.C.*
3.70	Bylaws of U G T I.*
3.71	Third Amended and Restated Operating Agreement of UtiliQuest, LLC.*
3.72	By-laws of VCI Utility Services, Inc.*
4.1	Indenture, dated as of January 21, 2011, among Dycom Investments, Inc., Dycom Industries, Inc. and certain subsidiaries of Dycom Industries, Inc., as guarantors, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Dycom Industries, Inc.’s Current Report on Form 8-K filed with the SEC on January 24, 2011).
4.2	First Supplemental Indenture, dated as of January 28, 2011, among Dycom Investments, Inc., Dycom Industries, Inc. and certain subsidiaries of Dycom Industries, Inc., as guarantors, and U.S. Bank National Association, as trustee. **
4.3	Second Supplemental Indenture, dated as of December 12, 2012, among Dycom Investments, Inc., Dycom Industries, Inc. and certain subsidiaries of Dycom Industries, Inc., as guarantors, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Dycom Industries, Inc.’s Current Report on Form 8-K filed with the SEC on December 12, 2012).
4.4	Registration Rights Agreement, dated as of December 12, 2012, among Dycom Investments, Inc., Dycom Industries, Inc., certain subsidiaries of Dycom Industries, Inc., and Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the Initial Purchasers (incorporated by reference to Exhibit 4.2. to Dycom Industries, Inc.’s Current Report on Form 8-K filed with the SEC on December 12, 2012).
4.5	Third Supplemental Indenture, dated as of February 26, 2013, among Dycom Investments, Inc., Dycom Industries, Inc. and certain subsidiaries of Dycom Industries, Inc., as guarantors, and U.S. Bank National Association, as trustee.*
5.1	Opinion of Shearman & Sterling LLP as to the validity of the securities being offered.*
5.2	Opinion of Akerman Senterfitt, as to matters of Florida law.*
5.3	Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, as to matters of Georgia and Tennessee law.*
5.4	Opinion of Brown & Bunch, PLLC, as to matters of North Carolina law.*
5.5	Opinion of Davis Wright Tremaine LLP, as to matters of Washington law.*
5.6	Opinion of Fennemore Craig, P.C., as to matters of Arizona law.*
5.7	Opinion of Kopecky Schumacher Bleakley Rosenburg PC, as to matters of Illinois law.*
5.8	Opinion of Liskow & Lewis, as to matters of Louisiana law.*
5.9	Opinion of Potter Anderson & Corroon LLP, as to matters of Delaware law.*

4

10.1	Credit Agreement, dated as of December 3, 2012, among Dycom Industries, Inc., as the Borrower, the subsidiaries of Dycom Industries, Inc. identified therein, certain lenders named therein, Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Book Managers, Wells Fargo Bank, National Association, as Syndication Agent, and Suntrust Bank, PNC Bank, National Association and Branch Banking and Trust Company, as Co-Documentation Agents (incorporated by reference to Exhibit 10.1 to Dycom Industries, Inc.’s Current Report on Form 8-K filed with the SEC on December 5, 2012).
12.1	Computation of Ratio of Earnings to Fixed Charges. **
21.1	Principal subsidiaries of Dycom Industries, Inc. **
23.1	Consent of Deloitte & Touche LLP. *
23.2	Consent of PricewaterhouseCoopers LLP. *
23.3	Consent of Shearman & Sterling LLP (included in Exhibit 5.1).
23.4	Consent of Akerman Senterfitt (included in Exhibit 5.2).
23.5	Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC (included in Exhibit 5.3).
23.6	Consent of Brown & Bunch, PLLC (included in Exhibit 5.4).
23.7	Consent of Davis Wright Tremaine LLP (included in Exhibit 5.5).
23.8	Consent of Fennemore Craig, P.C. (included in Exhibit 5.6).
23.9	Consent of Kopecky Schumacher Bleakley Rosenburg PC (included in Exhibit 5.7).
23.10	Consent of Liskow & Lewis (included in Exhibit 5.8).
23.11	Consent of Potter Anderson & Corroon LLP (included in Exhibit 5.9).
24.1	Powers of Attorney. **
25.1	Form T-1 Statement of Eligibility and Qualification under Trust Indenture Act of 1939, as amended, of U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 25.1 to Dycom Investments, Inc.’s Registration Statement on Form S-4 filed with the SEC on March 25, 2011).
99.1	Form of Letter of Transmittal. **
99.2	Form of Notice of Guaranteed Delivery. **
99.3	Form of Letter to Clients. **
99.4	Form of Letter to Registered Holders. **
99.5	Form of Letter from Beneficial Owner. **

* Filed herewith.

** Previously filed.

5

EX-3.5

Exhibit 3.5

CERTIFICATE OF FORMATION

OF

[NAME OF ENTITY]

This Certificate of Formation of [NAME OF ENTITY] (the “Company”) dated as of                     , is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

FIRST:    The name of the Company is                     .

SECOND:    The address of the registered office of the Company in the State of Delaware is:

THIRD:    The name and address of the registered agent for service of process on the Company in the State of Delaware are:

IN WITNESSETH WHEREOF, I have signed my name to this Certificate of Formation as of the date first written above.

Name:

An Authorized Person

EX-3.6

Exhibit 3.6

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:06 PM 09/18/2006

FILED 04:06 PM 09/18/2006

SRV 060858554 – 4221514 FILE

CERTIFICATE OF FORMATION

OF

Blair Park Services, LLC

1. The name of the limited liability company is Blair Park Services, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The latest date on which the limited liability company is to dissolve is perpetual.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation Blair Park Services, LLC of this 18^th day of September, 2006.

/s/ William H. Muller.

William H. Muller.

Authorized Person

EX-3.7

Exhibit 3.7

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:58 PM 09/12/2008

FILED 03:15 PM 09/12/2008

SRV 080948253 – 3707589 FILE

CERTIFICATE OF FORMATION

OF

BROADBAND EXPRESS, LLC

This Certificate of Formation of Broadband Express, LLC (the “Company”) dated as of September 12, 2008, is being duly executed and filed by the undersigned, as an authorized person, in connection with the conversion of Broadband Express, Inc., to a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

FIRST: The name of the Company is Broadband Express, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is:

c/o The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware are:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

FOURTH: This Certificate of Formation shall be effective on September 12, 2008 at 3:15 p.m.

IN WITNESS WHEREOF, the undersigned has caused this Certificate of Formation to be executed as of the date first above written.

BROADBAND INSTALLATION SERVICES, LLC, as Authorized Person
By:	/s/ H. Andrew DeFerrari
Name:	H. Andrew DeFerrari
Title:	Treasurer

EX-3.8

Exhibit 3.8

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:58 PM 09/12/2008

FILED 03:10 PM 09/12/2008

SRV 080948247 – 3707590 FILE

CERTIFICATE OF FORMATION

OF

BROADBAND INSTALLATION SERVICES, LLC

This Certificate of Formation of Broadband Installation Services, LLC (the “Company”) dated as of September 12, 2008, is being duly executed and filed by the undersigned, as an authorized person, in connection with the conversion of Cable Express Holding Company, to a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101. et seq.

FIRST: The name of the Company is Broadband Installation Services, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is:

c/o The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware are:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

FOURTH: This Certificate of Formation shall be effective on September 12, 2008 at 3:10 p.m.

IN WITNESS WHEREOF, the undersigned has caused this Certificate of Formation to be executed as of the date first above written.

DYCOM INVESTMENTS, INC., as Authorized Person
By:	/s/ H. Andrew DeFerrari
Name:	H. Andrew DeFerrari
Title:	Treasurer

EX-3.9

Exhibit 3.9

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 11/15/2002

020706028 – 3591812

CERTIFICATE OF INCORPORATION

OF

CABLECOM OF CALIFORNIA, INC.

FIRST: The name of the Corporation is Cablecom of California, Inc.

SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware, 19808. The name of the registered agent at the above address is Corporation Service Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law (“DGCL”).

FOURTH: The total number of shares of stock that the Corporation shall have authority to issue shall be Three Thousand (3,000) shares of Common Stock, par value One Dollar ($1.00) per share.

FIFTH: Unless required by the Bylaws, the election of the Board of Directors need not be by written ballot.

SIXTH: The Board of Directors shall have the power to make, alter, or repeal the Bylaws of the Corporation, but the stockholders may make additional Bylaws and may alter or repeal any Bylaw whether or not adopted by them.

SEVENTH: The Corporation shall indemnify its officers and directors to the full extent permitted by the DGCL, as amended from time to time.

EIGHTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, for any act or omission, except that a director may be liable (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of the directors shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. The elimination and limitation of liability provided herein shall continue after a director has ceased to occupy such position as to acts or omissions occurring during such director’s term or terms of office. Any amendment, repeal or modification of this Article Eighth shall not adversely affect any right of protection of a director of the Corporation existing at the time of such repeal or modification.

NINTH: Scott E. Waxman is the sole incorporator and his mailing address is Hercules Plaza, 1313 N. Market Street, Sixth Floor, Wilmington, DE 19801.

/S/ SCOTT E. WAXMAN

Scott E. Waxman

Incorporator

DATED: November 15, 2002

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EX-3.10

Exhibit 3.10

Exhibit A

CERTIFICATE OF INCORPORATION

OF

ARGUSS COMMUNICATIONS, INC.

ARTICLE I

Name

The name of the corporation is Arguss Communications, Inc. (the “Corporation”).

ARTICLE II

Registered Office and Registered Agent

The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of the registered agent of the Corporation at such address is The Corporation Trust Company.

ARTICLE III

Corporate Purpose

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “General Corporation Law”).

ARTICLE IV

Capital Stock

The total number of shares of all classes of stock that the Corporation shall have authority to issue is 100, all of which shall be shares of Common Stock, par value $0.01 per share.

ARTICLE V

Directors

(1) Elections of directors of the Corporation need not be by written ballot, except and to the extent provided in the Bylaws of the Corporation.

(2) To the fullest extent permitted by the General Corporation Law as it now exists and as it may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

ARTICLE VI

Indemnification of Directors, Officers and Others

(1) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person seeking indemnification did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

(2) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

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(3) To the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections (1) and (2) of this Article VI, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(4) Any indemnification under Sections (1) and (2) of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in such Sections (1) and (2). Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (a) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (c) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (d) by the stockholders.

(5) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation authorized in this Article VI, Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

(6) The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

(7) The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of Section 145 of the General Corporation Law.

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(8) For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(9) For purposes of this Article VI, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation’’ shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves service by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

(10) The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(11) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this Article VI or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).

ARTICLE VII

Bylaws

The directors of the Corporation shall have the power to adopt, amend or repeal bylaws.

ARTICLE VIII

Reorganization

Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under Section 279 of Title 8 of the Delaware Code order

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a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

ARTICLE IX

Personal Liability of Directors or Officers

A director or any officer of the Corporation shall not be personally liable to the corporation or its stockholders for the breach of any duty owed to the Corporation or its stockholders except to the extent that an exemption from personal liability is not permitted by the General Corporation Law.

ARTICLE X

Amendment

The Corporation reserves the right to amend, alter, change or repeal any provision of this Certificate of Incorporation, in the manner now or hereafter prescribed by law, and all rights conferred on stockholders in this Certificate of Incorporation are subject to this reservation.

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 04/01/2003

030213485 – 2127892

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

ARGUSS COMMUNICATIONS, INC.

Pursuant to Section 242 of the

General Corporation Law of

the State of Delaware

Arguss Communications, Inc., a corporation duly organized and validly existing under the General Corporation Law of the State of Delaware, does hereby certify that the following resolution was submitted to, approved and adopted by the written consent of the directors of the Corporation pursuant to Section 141 of the General Corporation Law of the State of Delaware and that said resolution was submitted to, approved and adopted by the written consent of the sole stockholder of the Corporation pursuant to Section 228 of the General Corporation Law of the State of Delaware, all in accordance with Section 242 of the General Corporation Law of the State of Delaware:

“RESOLVED, that the Certificate of Incorporation of the Corporation be and hereby is amended by deleting the name “Arguss Communications, Inc.” from the Heading and Article First thereto and substituting in lieu therefor the name “Can-Am Communications, Inc.”

IN WITNESS WHEREOF, Arguss Communications, Inc. has caused this certificate to be executed by its President this 31^st day of March, 2003.

ARGUSS COMMUNICATIONS, INC.
By:	/s/ STEVEN NIELSEN
	Name: Steven Nielsen
	Title: President

EX-3.11

Exhibit 3.11

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:55 AM 03/15/2007

FILED 10:55 AM 03/15/2007

SRV 070320797 – 4318025 FILE

CERTIFICATE OF FORMATION

OF

DYCOM ACQUISITION IV, LLC

This Certificate of Formation of Dycom Acquisition IV, LLC (the “Company”) dated as of March 15, 2007, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

FIRST: The name of the Company is Dycom Acquisition IV, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is:

c/o The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware are:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

IN WITNESSETH WHEREOF, the undersigned has caused this Certificate of Formation to be executed as of the date first above written.

PRINCE TELECOM, INC., as Authorized Person
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet Title: Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:48 PM 04/13/2007

FILED 12:27 PM 04/13/2007

SRV 070432056 – 4318025 FILE

CERTIFICATE OF AMENDMENT

OF

DYCOM ACQUISITION IV, LLC

1. The name of the limited liability company is Dycom Acquisition IV, LLC

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

FIRST:     The name of the limited liability company is Cavo Broadband Communications, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Cavo Broadband Communications, LLC this 13th day of April, 2007

/s/ Richard B. Vilsoet

Richard B. Vilsoet, Authorized Person

EX-3.12

Exhibit 3.12

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:00 PM 02/16/2000

001078112 – 3177733

CERTIFICATE OF INCORPORATION

OF

CCLC, INC.

The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:

FIRST: The name of the corporation (hereinafter called the “corporation”) is

CCLC, Inc.

SECOND: The address, including street, number, city and county, of the registered office of the corporation in the State of Delaware is 9 East Loockerman Street, City of Dover, 19901, County of Kent, and the name of the registered agent of the corporation in the State of Delaware at such address is Capitol Services, Inc.

THIRD: The purpose of the corporation shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000). The par value of each such shares is $0.01. All such shares are of one class and are shares of Common Stock.

FIFTH: The corporation is to have perpetual existence.

SIXTH: The name and the mailing address of the incorporator are as follows:

Dana A. Gordon

c/o Quanta Services Management Partnership, L.P.

1360 Post Oak Blvd., Suite 2100

Houston, Texas 77056-3203

SEVENTH: The name and address of the person who is to serve as the initial director of the corporation until the first annual meeting of stockholders or until his or her successor is elected and qualified is:

Brad Eastman

c/o Quanta Services Management Partnership, L.P.

1360 Post Oak Blvd., Suite 2100

Houston, Texas 77056-3203

EIGHTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the By-laws. The phrase “whole Board” and the phrase “total number of directors” shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies. No election of directors need be by written ballot.

2. After the original or other By-laws of the corporation have been adopted, amended or repcaled, as the case may be, in accordance with the provisions of § 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend or repeal the By-laws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of § 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial By-law or in a By-law adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation.

3. Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder to notice of, and the right to vote at, any meeting of stockholders. Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of § 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.

NINTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of § 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of § 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

TENTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of § 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented. Any repeal or modification of this paragraph by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

ELEVENTH: The corporation shall, to the fullest extent permitted by the provisions of §145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all officers, directors or other persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

TWELFTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the matter and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article TWELFTH.

THIRTEENTH: This certificate of incorporation shall be effective upon its filing with the Secretary of State of the State of Delaware.

Signed on February 16, 2000

/s/ Dana A. Gordon

Dana A. Gordon, Incorporator

EX-3.13

Exhibit 3.13

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:04 PM 05/22/2008

FILED 05:04 PM 05/22/2008

SRV 080592203 – 4551555 FILE

CERTIFICATE OF FORMATION

OF

PBG TECHNOLOGY SOLUTIONS, LLC

This Certificate of Formation of PBG Technology Solutions, LLC (the “Company”) dated as of May 22, 2008 is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

FIRST: The name of the Company is PBG Technology Solutions, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is:

c/o The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware are:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

IN WITNESSETH WHEREOF, the undersigned has caused this Certificate of Formation to be executed as of the date first above written.

DYCOM INVESTMENTS, INC., as Authorized Person
By:	/s/ Richard B. Vilsoet
Name:	Richard B. Vilsoet
Title:	Secretary

            State of Delaware

            Secretary of State

      Division of Corporations

Delivered 04:15 PM 07/25/2008

  FILED 03:22 PM 07/25/2008

SRV 080819249 – 4551555 FILE

CERTIFICATE OF AMENDMENT

OF

PBG TECHNOLOGY SOLUTIONS, LLC

This Certificate of Amendment of PBG Technology Solutions, LLC (the “Company”) dated as of July 24, 2008 is being duly executed and filed by the undersigned, as an authorized person, to amend a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

1. Name of Limited Liability Company: PBG Technology Solutions, LLC.

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

FIRST: The name of Company is CertusView Solutions, LLC.

IN WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment to be executed as of the date first above written.

DYCOM INVESTMENTS, INC. as Authorized Person
By:	/s/ Richard B. Vilsoet
Name:	Richard B. Vilsoet
Title:	Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:31 PM 07/01/2009

FILED 01:35 PM 07/01/2009

SRV 090666008 – 4551555 FILE

CERTIFICATE OF AMENDMENT

OF

CERTUSVIEW SOLUTIONS, LLC

This Certificate of Amendment of CertusView Solutions, LLC, a Delaware limited liability company (the “Company”) dated as of July 1, 2009 is being duly executed and filed by the undersigned, as an authorized person, to amend a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

1. Name of Limited Liability Company: CertusView Solutions, LLC.

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

FIRST: The name of Company is CertusView Leasing, LLC.

IN WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment to be executed as of the date first above written.

DYCOM INVESTMENTS, INC. as Authorized Person
By:	/s/ Richard B. Vilsoet
Name:	Richard B. Vilsoet
Title:	Secretary

EX-3.14

Exhibit 3.14

ARTICLES OF INCORPORATION

OF

COMMUNICATION MANPOWER, INC.

ARTICLE I

NAME OF CORPORATION: The name of the corporation shall be “Communication Manpower, Inc.”

ARTICLE II

PURPOSES: The nature of the business and the purposes for which the corporation is formed shall be as follows:

(1) To engage in the employee leasing business; and

(2) To transact all lawful business for which corporations may be incorporated under the laws of the State of Florida.

ARTICLE III

PRINCIPAL PLACE OF BUSINESS, REGISTERED OFFICE AND AGENT: The location and mailing address of the initial principal place of business, registered office of the corporation shall be 1006 South Boulevard West, Chipley, Florida 32428, and the initial registered agent at such address shall be Jenee Trawick.

ARTICLE IV

DURATION: The duration of the corporation shall be perpetual unless the corporation is dissolved by law or otherwise terminated.

ARTICLE V

SHARES: The corporation shall be authorized to issue 1,000 common shares having a par value of One Dollar ($1.00) each.

ARTICLES OF INCORPORATION PAGE -1-

ARTICLE VI

(A) INCORPORATOR: The name and address of the incorporator is as follows:

NAME	ADDRESS
James L. Trawick, Jr.	1006 South Boulevard West Chipley, Florida 32428

(B) DIRECTORS: The initial board of directors shall consist of eight (8) directors, and such number thereafter as may be fixed by the bylaws. The names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders, or until their successors are elected and qualified, are as follows:

NAME	ADDRESS
Brenda T. Hamrick	1006 South Boulevard West Chipley, Florida 32428
P. Carlos Trawick	1006 South Boulevard West Chipley, Florida 32428
Kenneth W. Trawick	1006 South Boulevard West Chipley, Florida 32428
Douglas H. Trawick	1006 South Boulevard West Chipley, Florida 32428
Jenee Trawick	1006 South Boulevard West Chipley, Florida 32428
James L. Trawick, Jr.	1006 South Boulevard West Chipley, Florida 32428
James J. Trawick	1006 South Boulevard West Chipley, Florida 32428
Emma O. Trawick	1006 South Boulevard West Chipley, Florida 32428

ARTICLES OF INCORPORATION PAGE -2-

IN WITNESS WHEREOF, I, the undersigned, have hereunto set my hand and sent and executed these Articles of Incorporation this the 31 day of January, 1996,

/s/ James L. Trawick, Jr.,

James L. Trawick, Jr.,

Incorporator

Prepared By:

R. Eugene Clenney, Jr., Esq.

JOHNSTON, HINESLEY, FLOWERS & CLENNEY, P.C.

Attorneys At Law

291 North Oates Street (36303)

Post Office Box 2246

Dothan, Alabama 36302

(334)793-1115

ARTICLES OF INCORPORATION PAGE -3-

Articles of Amendment

to

Articles of Incorporation

of

Communication Manpower, Inc.

(Name of corporation as currently filed with the Florida Dept. of State)

P96000016106

(Document number of corporation (if known)

Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida Profit Corporation adopts the following amendment(s) to its Articles of Incorporation:

NEW CORPORATE NAME (if changing):

CMI SERVICES, INC.

(must contain the word “corporation,” “company,” or “incorporated” or the abbreviation “Corp.,” “Inc.,” or “Co.”)

AMENDMENTS ADOPTED- (OTHER THAN NAME CHANGE) Indicate Article Number(s) and/or Article Title(s) being amended, added or deleted: (BE SPECIFIC)

(Attach additional pages if necessary)

If an amendment provides for exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself: (if not applicable, indicate N/A)

(continued)

The date of each amendment(s) adoption: November 22, 2004

Effective date if applicable:                                                                                  

            (no more than 90 days after amendment file date)

Adoption of Amendment(s)             (CHECK ONE)

þ The amendment(s) was/were approved by the shareholders. The number of votes cast for the amendment(s) by the shareholders was/were sufficient for approval.

¨ The amendment(s) was/were approved by the shareholders through voting groups. The following statement must be separately provided for each voting group entitled to vote separately on the amendment(s):

“The number of votes cast for the amendment(s) was/were sufficient for approval by

                                                                      .”

(voting group)

The amendment(s) was/were adopted by the board of directors without shareholder action and shareholder action was not required.

¨ The amendment(s) was/were adopted by the incorporators without shareholder action and shareholder action was not required.

Signed this 23rd day of November, 2004.

Signature	/s/ Pamela L. Kunkemoeller
	(By a director, president or other officer - if directors or officers have not been selected, by an incorporator - if in the hands of a receiver, trustee, or other court appointed fiduciary by that fiduciary)

Pamela L. Kunkemoeller

(Typed or printed name of person signing)

Vice President & Assistant Secretary

(Title of person signing)

FILING FEE: $35

EX-3.15

Exhibit 3.15

SOSID: 1174608                  

Date Filed: 11/5/2010 10:00:00 AM

Elaine F. Marshall                

North Carolina Secretary of State

C201030800389                  

Limited Liability Company

ARTICLES OF ORGANIZATION

OF

PBG ACQUISITION I, LLC

These Articles of Organization of PBG Acquisition I, LLC (the “Company”) dated as of November 2, 2010 are duly executed and filed by the undersigned, as an organizer, and hereby submitted for the purpose of forming a limited liability company pursuant to § 57C-2-20 of the General Statutes of North Carolina.

FIRST:	The name of the Company is PBG Acquisition I, LLC.
SECOND:	The name and address of each person executing these Articles of Organization is as follows:
	Richard B. Vilsoet, Organizer 11770 U.S. Highway 1, Suite 101 Palm Beach Gardens, Florida 33408
THIRD:	The street address and county of the registered office of the Company are:
	150 Fayetteville Street, Box 1011 Raleigh, North Carolina 27601 Wake County
FOURTH:	The mailing address of the initial registered agent of the Company is:
	Post Office Box 1011 Raleigh, North Carolina 27601
FIFTH:	The name of the initial registered agent is CT Corporation System.
SIXTH:	The Company has a principal office. The street and mailing address and county of the principal office of the Company is:
	11770 U.S. Highway 1, Suite 101 Palm Beach Gardens, Florida 33408 Palm Beach County
SEVENTH:	The Company shall be a manager-managed LLC. Except as provided by Section 57C-3-20(a) of the General Statutes of North Carolina, the members of the Company shall not be managers by virtue of their status as members.
EIGHTH:	These Articles of Organization will be effective upon filing.

This the 2^nd day of November, 2010.

/s/ Richard B. Vilsoet

Richard B. Vilsoet, Organizer

SOSID: 1174608                  

Date Filed: 11/24/2010 11:38:00 AM

Elaine F. Marshall                  

North Carolina Secretary of State

C201032600396                  

State of North Carolina

Department of the Secretary of State

Limited Liability Company

AMENDMENT OF ARTICLES OF ORGANIZATION

Pursuant to §57C-2-22 of the General Statutes of North Carolina, the undersigned limited liability company hereby submits the following Articles of Amendment for the purpose of amending its Articles of Organization.

1.	The name of the limited liability company is: PBG Acquisition I, LLC
2.	The text of each amendment adopted is as follows (attach additional pages if necessary):
	RESOLVED, that the name of the Company is changed from PBG Acquisition I, LLC to
	Communication Services, LLC.
3.	(Check either a or b, whichever is applicable)
	a.        The amendment(s) was (were) duly adopted by the unanimous vote of the organizers of the limited liability company prior to the identification of initial members of the limited liability company.
	b.   ü   The amendment(s) was (were) duly adopted by the unanimous vote of the members of the limited liability company or was (were) adopted as otherwise provided in the limited liability company’s Articles of Organization or a written operating agreement.
4.	These articles will be effective upon filing, unless a date and/or time is specified: Date of Filing

This the          day of November      , 2010.

	PBG Acquisition I, LLC
	Name of Limited Liability Company
/s/ H. Andrew DeFerrari	/s/ Steven Nielsen
Signature	Signature
H. Andrew DeFerrari, Manager	Steven Nielsen, Manager
Type or Print Name and Title	Type or Print Name and Title

Signatures Continue On Attached Continuation Page

NOTES:

1. Filing fee is $50. This document must be filed with the Secretary of State.

(Revised January 2000)		(Form L-17)
CORPORATIONS DIVISION	P. O. BOX 29622	RALEIGH, NC 27626-0622

Signature Continuation Page

to

Amendment of Articles of Organization

of

PBG Acquisition I, LLC

Globe Communications, LLC, Sole Member
By:	/s/ Steven Nielsen
	Steven Nielsen, Manager

By:	/s/ H. Andrew DeFerrari
	H. Andrew DeFerrari, Manager

EX-3.17

Exhibit 3.17

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:10 AM 11/15/2002

020706049 – 3591836

CERTIFICATE OF INCORPORATION

OF

DYCOM CORPORATE IDENTITY, INC.

FIRST: The name of the Corporation is Dycom Corporate Identity, Inc.

SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware, 19808. The name of the registered agent at the above address is Corporation Service Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law (“DGCL”).

FOURTH: The total number of shares of stock that the Corporation shall have authority to issue shall be Three Thousand (3,000) shares of Common Stock, par value One Dollar ($1.00) per share.

FIFTH: Unless required by the Bylaws, the election of the Board of Directors need not be by written ballot.

SIXTH: The Board of Directors shall have the power to make, alter, or repeal the Bylaws of the Corporation, but the stockholders may make additional Bylaws and may alter or repeal any Bylaw whether or not adopted by them.

SEVENTH: The Corporation shall indemnify its officers and directors to the full extent permitted by the DGCL, as amended from time to time.

EIGHTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, for any act or omission, except that a director may be liable (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of the directors shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. The elimination and limitation of liability provided herein shall continue after a director has ceased to occupy such position as to acts or omissions occurring during such director’s term or terms of office. Any amendment, repeal or modification of this Article Eighth shall not adversely affect any right of protection of a director of the Corporation existing at the time of such repeal or modification.

NINTH: Scott E. Waxman is the sole incorporator and his mailing address is Hercules Plaza, 1313 N. Market Street, Sixth Floor, Wilmington, DE 19801.

/S/ SCOTT E. WAXMAN

Scott E. Waxman

Incorporator

DATED: November 15, 2002

2

EX-3.18

Exhibit 3.18

ARTICLES OF INCORPORATION

OF

E A TECHNICAL SERVICES, INC.

ARTICLE I

Name

The name of the corporation is E A TECHNICAL SERVICES, INC.

ARTICLE II

Purposes and Powers

The purpose for which the corporation is organized is to engage in the business of earning a profit for its shareholders and to do everything necessary, proper, advisable, or convenient for the accomplishment of this purpose with all powers granted by the Georgia Business Corporation Code, at any place within or without the United States and to the extent that such act is not forbidden by the law of such place.

ARTICLE III

Authorized Shares

There shall be one class of shares which shall be designated as common shares. The aggregate number of shares the corporation is authorized to issue is 100,000 shares of common capital stock, which shall have no par value. Common shares shall have unlimited voting rights and shall be entitled to receive the net assets of the corporation upon dissolution.

ARTICLE IV

Registered Office and Agent

The initial registered office of the corporation shall be 1900 Peachtree Center Tower, 230 Peachtree Street, NW, Atlanta, Georgia 30303. The initial registered agent thereat shall be Timothy J. Sweeney.

ARTICLE V

Principal Place of Business

The address of the principal place of business of the corporation is 2625 Cumberland Parkway, Suite 100, Atlanta, Georgia 30339.

ARTICLE VI

Incorporator

The name and address of the incorporator is Thomas C. Harter, 4525 Kinvarra Circle, Mableton, Georgia 30059.

IN WITNESS WHEREOF, the undersigned executes these Articles of Incorporation.

/s/ Timothy J. Sweeney

Timothy J. Sweeney

Attorney for Incorporator

1900 Peachtree Center Tower

230 Peachtree Street, NW

Atlanta, Georgia 30303

404/688-2600

EX-3.19

Exhibit 3.19

TO THE SUPERIOR COURT OF SAID COUNTY

The petition of R. Berl Elder, Mrs. Elsie L. Darling, and A. L. Mullins respectfully shows:

1.

That they desire to be incorporated under the name of ELECTRICAL ENGINEERS OF MACON, INC.

2.

The object of said corporation is pecuniary gain and profit. The general nature of the business to be carried on by said corporation is that of general electrical and communicative engineering. Said corporation shall have the right to do electrical, communicative, and engineering work of all kinds; to construct, lay, establish, engineer, design, repair, and maintain communication systems, lighting systems, and power transmission systems of all kinds; to dig ditches; to buy, sail at wholesale or retail, manufacture, distribute, install, and otherwise deal in electrical, communicative, and engineering supplies and equipment of all kinds; to construct buildings and do such other general construction work as may be necessary to carry out the above purposes; and to engage in any work, service or pursuit in any manner ancillary to or in aid of its general objects as above stated.

3.

Petitioners desire that said corporation be vested with all the rights and powers now or hereafter given to do any and all things which may be needful or proper in the operation of the above described business; and that said corporation have all the powers enumerated in Sections 22-1827 and 22-1828, Georgia Cods Annotated, and such powers as may hereafter be given by law.

4.

Without in any way limiting the above described powers, the corporation shall also have the power to amend, alter, change or repeal any provision of its charter in form or substance upon the vote of two-thirds of its outstanding common stock; to enter into guaranties and endorsements, and to act as surety, whether the corporation has any direct interest in the subject matter or not; to enter into contracts of co-partnership with individuals and corporations; and, generally and without any limitation or restriction whatsoever, to hold, purchase, own, deal in, mortgage or convey real estate and personal property in this state and in any other state.

5.

The maximum number of shares of stock shall be twenty five hundred (2500) with par value of ten dollars ($10.00), and the minimum number of shares of stock shall be one hundred (100) shares with par value of ten dollars ($10.00). However, the amount of capital with which the corporation shall begin business shall be Thirty Four Hundred Dollars ($3400.00), in cash or property or a combination of the two.

The corporation shall have the power, from time to time and without charter amendment, upon a two-thirds vote of the outstanding common stock, to increase or decrease its capital stock within the maximum or the minimum limitations hereinbefore provided in this charter; and, in so increasing its capital to within the authorized maximum, the corporation may at the same time and by the same vote provide the type of, whether common or preferred, and the rights, privileges and immunities of, such additional stock.

6.

Petitioners show that the principal office of said corporation is to be in Bibb County, Georgina, with the right to establish branch officers elsewhere, within or without this state, and that they desire that a charter be granted for a period of thirty-five (35) years with the right of renewal as provided by law.

7.

The Post Office address of each of the applicants is Macon, Georgia.

8.

Petitioners further desire that by-laws of the corporation shall be adopted by the common stockholders, and such by-laws shall provide for the officers of the corporation the manner of their selection, and such other rules appropriate to by-laws which have as their purpose the control and management of the corporation, including provisions whereby the by-laws may be amended.

9.

Petitioners present herewith a certificate of the Secretary of State showing that said proposed corporation is not the name of any other corporation now registered in that office.

WHEREFORE, petitioners pray to be incorporated under the name and style aforesaid with all the rights, powers, privileges, and immunities herein set forth, and such additional rights, powers and privileges as may be necessary, proper or incident to the conduct of the business aforesaid, and as may be inherent in or allowed to like corporations under the laws of the State of Georgia as they now exist or may hereafter exist.

ORDER OF JUDGE GRANTING CHARTER

The foregoing petition of R. Berli holder, Mrs. Elsie L. Darling, and A. L. Mullins, to be incorporated under the name of ELECTRICAL ENGINEERS OF MACON, INC., has been duly presented to be, and read and considered; and it appearing that said petition is within the purview and intention of the laws of this State applicable thereto; and it further appearing that all of said laws have been fully complied with;

IT IS THEREUPON CONSIDERED, ORDERED AND ADJUDGED that said petition be and the same is hereby granted; and petitioners, their associates, successors and assigns, are hereby incorporated and made a body politic under the name and style of ELECTRICAL ENGINEERS OF MACON, INC. for and during the period of thirty-five (35) years, with the privilege of renewal at the expiration of that time, and with all the rights, powers, privileges and immunities mentioned in said application, and with such additional rights, powers, privileges and immunities as are provided by the laws of Georgia as they now exist or may hereafter exist.

This the 31st day of March, 1954.

GEORGIA, BIBB COUNTY

TO THE SUPERIOR COURT OF SAID COUNTY;

The petition of Electrical Engineers of Macon, Inc., respectfully shows:

1.

Petitioner, whose principal office is in Bibb County, Georgia, was incorporated by this Court on March 31, 1954.

2.

Petitioner desires to have its charter amended to change its corporate name to “ENGINEERING ASSOCIATES, INC.”

3.

Petitioner presents herewith a certificate of the Secretary of State shewing that the proposed new name is not the name of any other corporation now registered in that office and a certificate as to a resolution of the stockholders authorizing this amendment.

WHEREFORE petitioner prays that its charter be amended accordingly.

RESOLUTION OF STOCKHOLDERS

I, Elsie L. Darling, Secretary of the Electrical Engineers of Macon, Inc., do hereby certify that at a regularly held meeting of the stockholders of the Electrical Engineers of Macon, Inc., on January 20, 1956, a resolution was adopted by the unanimous vote of all the outstanding stock of said corporation that this charter be amended so as to change the name of said corporation to “ENGINEERING ASSOCIATES, INC.”

IN WITNESS WHEREOF, I have hereunto set my hand and the official seal of ELECTRICAL ENGINEERS OF MACON, INC., this 19^th day of April, 1956.

EX-3.20

Exhibit 3.20

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 03/03/1999

991082406 – 3011772

CERTIFICATE OF INCORPORATION

OF

QUANTA XI ACQUISITION, INC.

The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:

FIRST. The name of the corporation (hereinafter called the “corporation”) is

Quanta XI Acquisition, Inc.

SECOND: The address, including street, number, city and county, of the registered office of the corporation in the State of Delaware is 9 East Loockerman Street, City of Dover, 19901, County of Kent, and the name of the registered agent of the corporation in the State of Delaware at such address is Capitol Services, Inc.

THIRD: The purpose of the corporation shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000). The par value of each such shares is $0.01. All such shares are of one class and are shares of Common Stock.

FIFTH: The corporation is to have perpetual existence.

SIXTH: The name and the mailing address of the incorporator are as follows:

Sue Alexander

c/o Quanta Services Management Partnership, L.P.

1360 Post Oak Blvd., Suite 2100

Houston, Texas 77056-3203

SEVENTH: The name and address of the person who is to serve as the initial director of the corporation until the first annual meeting of stockholders or until his or her successor is elected and qualified is:

Brad Eastman

c/o Quanta Services Management Partnership, L.P.

1360 Post Oak Blvd., Suite 2100

Houston, Texas 77056-3203

1

EIGHTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the By-laws. The phrase “whole Board” and the phrase “total number of directors” shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies. No election of directors need be by written ballot.

2. After the original or other By-laws of the corporation have been adopted, amended or repealed, as the case may be, in accordance with the provisions of § 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend or repeal the By-laws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of § 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial By-law or in a By-law adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation.

3. Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder to notice of, and the right to vote at, any meeting of stockholders. Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of § 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.

NINTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of § 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of § 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

2

TENTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of § 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented. Any repeal or modification of this paragraph by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

ELEVENTH: The corporation shall, to the fullest extent permitted by the provisions of § 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all officers, directors or other persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

TWELFTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the matter and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article TWELFTH.

THIRTEENTH: This certificate of incorporation shall be effective upon its filing with the Secretary of State of the State of Delaware.

Signed on March 3, 1999.

/s/ Sue Alexander

Sue Alexander, Incorporator

3

CERTIFICATE OF MERGER

Providing for the Merger of

GEM ENGINEERING CO., INC.

with and into

QUANTA XI ACQUISITION, INC.

(Pursuant to Section 252 of the General Corporation Law of Delaware)

Quanta XI Acquisition, Inc., a Delaware corporation, does hereby certify that:

FIRST: GEM Engineering Co., Inc., a Texas corporation (“GEM”), and Quanta XI Acquisition, Inc., a Delaware corporation (“Acquisition”), are constituent corporations to the merger of GEM with and into Acquisition (the “Merger”).

SECOND: An Acquisition Agreement and Plan of Reorganization made as of May 28, 1999 (the “Merger Agreement”) has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 252 of the General Corporation Law of Delaware.

THIRD: Acquisition shall be the surviving corporation of the Merger (in such capacity, the “Surviving Corporation”).

FOURTH: The Certificate of Incorporation of Acquisition shall continue in full force and effect as the Certificate of Incorporation of the Surviving Corporation, except that Article First of such Certificate of Incorporation is hereby amended to change the name of Acquisition to “GEM Engineering Co., Inc.”

FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Corporation, which is located at 1360 Post Oak Boulevard, Suite 2100, Houston, Texas 77056.

SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any shareholder of GEM or stockholder of Acquisition.

SEVENTH: The authorized capital stock of GEM consists of 100,000 shares of common stock, par value $1 per share.

[Signature on next page.]

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 05/28/1999

991216151 – 3011772

IN WITNESS WHEREOF, the Surviving Corporation has executed this Certificate of Merger this 28th day of May, 1999.

QUANTA XI ACQUISITION, INC.
By:	/s/ Brad Eastman
	Brad Eastman, President

-2-

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

GEM ENGINEERING CO., INC.

Pursuant to Section 242 of the General Corporation Code of the State of Delaware, GEM Engineering Co., Inc., a corporation organized and existing under the Delaware General Corporation Law (the “Corporation”), DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of the Corporation, by unanimous written consent pursuant to Section 141(f) of the Delaware General Corporation Law, duly adopted a resolution setting forth a proposed amendment to the Certificate of Incorporation of the Corporation declaring its advisability and directing that this amendment be submitted for consideration by its sole stockholder. The resolution is as follows:

RESOLVED, that the Certificate of Incorporation be amended by the deletion of the text of Article I in its entirety and substitution by the text of Article I in its entirety which shall read as follows:

“FIRST: The name of the corporation is Global Enercom Management, Inc.”

SECOND: That thereafter, the sole stockholder of the Corporation, by written consent pursuant to Section 228(a) of the Delaware General Corporation Law, duly adopted the foregoing amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

FOURTH: That the capital of the Corporation shall not be reduced under or by reason of said amendment.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed as its act and deed Joyce Kao Soliman, its Vice President, to be effective as of the 23^rd day of August, 2002.

GEM ENGINEERING CO., INC.
By:	/s/ Joyce Kao Soliman
	Joyce Kao Soliman
	Vice President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:00 PM 08/23/2002

020535357 – 3011772

EX-3.22

Exhibit 3.22

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:00 PM 04/03/1998

981130179 – 2880189

CERTIFICATE OF INCORPORATION

OF

GSU ACQUISITION INC.

The undersigned person, acting as sole incorporator of the corporation pursuant to the General Corporation Law of the State of Delaware, does hereby make this Certificate of Incorporation for such corporation, declaring and certifying that this is my act and deed and that the facts herein stated are true:

FIRST: The name of the corporation is GSU ACQUISITION INC.

SECOND: The address of the registered office of the corporation in the State of Delaware is located at 9 East Loockerman Street, City of Dover, County of Kent 19901. The name of the registered agent of the corporation at that address is Capitol Services, Inc.

THIRD: The nature of the business or purposes to be conducted or promoted by the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Laws of the State of Delaware.

FOURTH: The total number of shares of stock that the corporation shall have authority to issue is 1,000 shares of common stock, par value $.01 per share.

FIFTH: The Board of Directors is authorized to adopt, amend or repeal the bylaws of the corporation. Election of directors need not be by written ballot.

SIXTH: The name and mailing address of the incorporator is:

Peggy Rue c/o Quanta Services 1360 Post Oak Blvd. Suite 800 Houston, Texas 77056

SEVENTH: The number of directors of the corporation shall be as provided in the bylaws of the corporation, as the same may be amended from time to time. The name and address of the person who is to serve as the initial director of the corporation until the first annual meeting of stockholders or until his successor is elected and qualified is:

NAME Edward Rhyne ADDRESS Quanta Services, Inc. 1360 Post Oak Blvd. Suite 800 Houston, Texas 77056

EIGHT: A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended. Any repeal or modification of this paragraph by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

NINTH: The corporation shall, to the fullest extent permitted by the General Corporation Law of the State of Delaware (including, without limitation, Section 145 thereof), as amended from time to time, Indemnify any officer or director whom it shall have power to indemnify from and against any and all of the expenses, liabilities or other losses of any nature. The indemnification provided in this Article NINTH shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity, while holding such office, and shall continue as to a person who has ceased to be an officer or director and shall inure to the benefit of the heirs, executors and administrators of such a person.

-2-

I, the undersigned, hereunto set my hand this 3^rd day of April, 1998.

/s/ Peggy Rue

Peggy Rue

-3-

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 01:00 PM 04/15/1998

981143108 – 2880189

CERTIFICATE OF MERGER

Providing for the Merger of

GOLDEN STATE UTILITY CO.

with and into

GSU ACQUISITION INC.

(Pursuant to Section 252 of the General Corporation Law of Delaware)

GSU Acquisition Inc., a Delaware corporation, does hereby certify that:

FIRST: Golden State Utility Co., a California corporation (“Golden State”), and GSU Acquisition Inc., a Delaware corporation (“Acquisition”) are constituent corporations to the merger of Golden State with and into Acquisition (the “Merger”).

SECOND: An Acquisition Agreement and Plan of Reorganization made as of April 14, 1998 (the “Merger Agreement”) has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 252 of the General Corporation Law of Delaware.

THIRD: Acquisition shall be the surviving corporation of the Merger (in such capacity, the “Surviving Corporation”).

FOURTH: The Certificate of Incorporation of Acquisition shall continue in full force and effect as the Certificate of Incorporation of the Surviving Corporation, except that Article First of such Certificate of Incorporation is hereby amended to change the name of Acquisition to “Golden State Utility Co.”

FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Corporation, which is located at 3555 Timmons Lane, Suite 610, Houston, Texas 77027.

SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of Golden State or stockholder of Acquisition.

SEVENTH: The authorized capital stock of Golden State consists of 500,000 shares of Common Stock, $1.00 par value per share.

[Signature on next page.]

IN WITNESS WHEREOF, the Surviving Corporation has executed this Certificate of Merger this 14^th day of April, 1998.

GSU ACQUISITION INC.
By:	/s/ Edward Rhyne
	Edward Rhyne, President

-2-

EX-3.24

Exhibit 3.24

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 12/11/2002

020756437 – 3601362

CERTIFICATE OF FORMATION

OF

LAMBERTS CABLE SPLICING COMPANY, LLC

This Certificate of Formation of Lamberts Cable Splicing Company, LLC (the “Company”) dated as of December 10, 2002, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

FIRST: The name of the Company is Lamberts Cable Splicing Company, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is:

c/o The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware are:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

IN WITNESSETH WHEREOF, I have signed my name to this Certificate of Formation as of the date first written above.

/S/ RICHARD L. DUNN

Name: Richard L. Dunn

An Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:34 PM 12/16/2005

FILED 01:32 PM 12/16/2005

SRV 051030620 – 3601362 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1. Name of Limited Liability Company: LAMBERTS CABLE SPLICING COMPANY, LLC

2. The Certificate of Formation of the limited liability company is hereby amended as follows: changing the FIRST Article to read as follows: Lambert’s Cable splicing Company, LLC

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 16th day of December, A.D. 2005.

By:	/s/ Richard L. Dunn
	Authorized Person(s)
Name:	Richard L. Dunn, Manager
	Print or Type

EX-3.26

Exhibit 3.26

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:58 PM 09/12/2008

FILED 03:15 PM 09/12/2008

SRV 080948251 – 3707592 FILE

CERTIFICATE OF FORMATION

OF

MIDTOWN EXPRESS, LLC

This Certificate of Formation of Midtown Express, LLC (the “Company”) dated as of September 12, 2008, is being duly executed and filed by the undersigned, as an authorized person, in connection with the conversion of Midtown Express, Inc., to a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

FIRST: The name of the Company is Midtown Express, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is:

c/o The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware are:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

FOURTH: This Certificate of Formation shall be effective on September 12, 2008 at 3:15 p.m.

IN WITNESS WHEREOF, the undersigned has caused this Certificate of Formation to be executed as of the date first above written.

BROADBAND INSTALLATION SERVICES, LLC, as Authorized Person
By:	/s/ H. Andrew DeFerrari
Name:	H. Andrew DeFerrari
Title:	Treasurer

EX-3.27

Exhibit 3.27

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:29 PM 12/09/2010

FILED 02:29 PM 12/09/2010

SRV 101167502 – 4910677 FILE

CERTIFICATE OF FORMATION

OF

PBG ACQUISITION II, LLC

This Certificate of Formation of PBG Acquisition II, LLC (the “Company”) dated as of December 8, 2010, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act. 6 Del. C. §§ 18-101, et seq.

FIRST: The name of the Company is PBG Acquisition II, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is:

c/o The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware are:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

IN WITNESSETH WHEREOF, the undersigned has caused this Certificate of Formation to be executed as of the date first above written.

DYCOM INVESTMENTS, INC. An Authorized Person
By:	/S/ RICHARD B. VILSOET
Name:	Richard B. Vilsoet
Title:	Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:52 PM 01/24/2011

FILED 02:52 PM 01/24/2011

SRV 110072489 – 4910677 FILE

AMENDED AND RESTATED

CERTIFICATE OF FORMATION

OF

PBG ACQUISITION II, LLC

This Amended and Restated Certificate of Formation of PBG Acquisition II, LLC (the “Company”), dated as of January 24, 2011, has been duly executed and is being filed by the undersigned, as an authorized person, in accordance with the provisions of 6 Del. C. § 18-208, for the purpose of amending and restating the original Certificate of Formation of the Company, which was filed on December 9, 2010 with the Office of the Secretary of State of the State of Delaware (the “Certificate”), in order to change the name of the Company.

The Certificate is hereby amended and restated in its entirety to read as follows:

FIRST: The name of the limited liability company is NeoCom Solutions Holdings, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is:

c/o The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware are:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

IN WITNESSETH WHEREOF, this Amended and Restated Certificate of Formation has been duly executed by the undersigned as of the date first written above.

DYCOM INVESTMENTS, INC. as Authorized Person
By:	/s/ RICHARD B. VILSOET
Name:	Richard B. Vilsoet
Title:	Secretary

EX-3.28

Exhibit 3.28

ARTICLES OF INCORPORATION

OF

NEOCOM SOLUTIONS, INC.

I.

The name of the corporation is NEOCOM SOLUTIONS, INC.

II.

NEOCOM SOLUTIONS, INC. is organized pursuant to the provisions of the Georgia Business Corporation Code.

III.

The corporation shall not commence business until it shall have received not less than $500.00 in payment of issuance of shares of stock.

IV.

The corporation is a corporation for profit and is organized for the following purposes: GENERAL CONSTRUCTION and anything that may be necessary, proper, useful or incidental in carrying out this business and to engage in any lawful business or activities related thereto; and to engage in any lawful act or activity for which corporations may be organized under the Georgia Corporation Code.

In addition to, but not in limitation of the general powers conferred by law, petitioner desires for said corporation the power to provide for pension, retirement or similar aid to its officers or employees; to compensate its officers or employees by bonuses or other forms of retroactive payments; the power to enter into partnerships, joint ventures and associations; the power to borrow money, issue bonds, promissory notes and other obligations and evidence of indebtedness and to secure the same by mortgage, pledge or otherwise.

V.

The corporation shall have perpetual duration.

VI.

The corporation shall have authority, acting by its board of directors, to issue not more than 1,000 shares of a common class stock having a par value of $1.00 per share.

VII.

The shareholders of the corporation may acquire unissued shares of the corporation only by unanimous vote of all shareholders.

VIII.

The address of the initial registered office of the corporation is 4509 CANTON ROAD, MARIETTA, GEORGIA 30066 and the initial registered agent of the corporation at such address is HY D. TANG.

IX.

The initial board of directors shall consist of ONE member, the name and address is as follows:

HY D. TANG

4509 CANTON ROAD

MARIETTA, GEORGIA 30066

The name and address of the incorporator is:

HY D. TANG

4509 CANTON ROAD

MARIETTA, GEORGIA 30066

The mailing address of the initial principal office of the corporation is:

4509 CANTON ROAD

MARIETTA, GEORGIA 30066

X.

The corporation and the Board of Directors shall have the power to do all things as provided in Chapter 14 of the Code of Georgia Annotated, commonly known as the Georgia Business Corporation Code.

IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation.

EX-3.29

Exhibit 3.29

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 11/15/2002

020706054 – 3591847

CERTIFICATE OF INCORPORATION

OF

NIELS FUGAL SONS COMPANY OF CALIFORNIA, INC.

FIRST: The name of the Corporation is Niels Fugal Sons Company of California, Inc.

SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware, 19808. The name of the registered agent at the above address is Corporation Service Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law (“DGCL”).

FOURTH: The total number of shares of stock that the Corporation shall have authority to issue shall be Three Thousand (3,000) shares of Common Stock, par value One Dollar ($1.00) per share.

FIFTH: Unless required by the Bylaws, the election of the Board of Directors need not be by written ballot.

SIXTH: The Board of Directors shall have the power to make, alter, or repeal the Bylaws of the Corporation, but the stockholders may make additional Bylaws and may alter or repeal any Bylaw whether or not adopted by them.

SEVENTH: The Corporation shall indemnify its officers and directors to the full extent permitted by the DGCL, as amended from time to time.

EIGHTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, for any act or omission, except that a director may be liable (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of the directors shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. The elimination and limitation of liability provided herein shall continue after a director has ceased to occupy such position as to acts or omissions occurring during such director’s term or terms of office. Any amendment, repeal or modification of this Article Eighth shall not adversely affect any right of protection of a director of the Corporation existing at the time of such repeal or modification.

NINTH: Scott E. Waxman is the sole incorporator and his mailing address is Hercules Plaza, 1313 N. Market Street, Sixth Floor, Wilmington, DE 19801.

/S/ SCOTT E. WAXMAN

Scott E. Waxman

Incorporator

DATED: November 15, 2002

2

EX-3.30

Exhibit 3.30

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 06:00 PM 06 /03/1999

991223545 – 3051560

CERTIFICATE OF INCORPORATION

OF

QUANTA XXIII ACQUISITION, INC.

The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:

FIRST: The name of the corporation (hereinafter called the “corporation”) is

Quanta XXIII Acquisition, Inc.

SECOND: The address, including street, number, city and county, of the registered office of the corporation in the State of Delaware is 9 East Loockerman Street. City of Dover, 19901, County of Kent, and the name of the registered agent of the corporation in the State of Delaware at such address is Capitol Services, Inc.

THIRD: The purpose of the corporation shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000). The par value of each such shares is $0.01. All such shares are of one class and are shares of Common Stock.

FIFTH: The corporation is to have perpetual existence,

SIXTH: The name and the mailing address of the incorporator are as follows:

Sue Alexander

c/o Quanta Services Management Partnership, L.P.

1360 Post Oak Blvd., Suite 2100

Houston, Texas 77056-3203

SEVENTH: The name and address of the person who is to serve as the initial director of the corporation until the first annual meeting of stockholders or until his or her successor is elected and qualified is:

Brad Eastman

c/o Quanta Services Management Partnership, L.P.

1360 Post Oak Blvd., Suite 2100

Houston, Texas 77056-3203

1

EIGHTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

1. The management of the business and the conduct of the affairs of the corporation shall he vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the By-laws. The phrase “whole Board” and the phrase “total number of directors” shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies. No election of directors need be by written ballot.

2. After the original or other By-laws of the corporation have been adopted, amended or repealed, as the case may be, in accordance with the provisions of § 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend or repeal the By-laws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of § 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial By-law or in a By-law adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation.

3. Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder to notice of, and the right to vote at, any meeting of stockholders. Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of § 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.

NINTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of § 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of § 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

2

TENTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of § 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented. Any repeal or modification of this paragraph by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

ELEVENTH: The corporation shall, to the fullest extent permitted by the provisions of § 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all officers, directors or other persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

TWELFTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the matter and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article TWELFTH.

THIRTEENTH: This certificate of incorporation shall be effective upon its filing with the Secretary of State of the State of Delaware.

Signed on June 3, 1999.

/s/ Sue Alexander

Sue Alexander, Incorporator

3

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 06:00 PM 07/15/1999

991291392 – 3051560

CERTIFICATE OF MERGER

OF

SKY ANTENNA SYSTEMS, INC.

(a Washington corporation)

and

NORTH PACIFIC UTILITY CONTRACTORS, INC.

(an Oregon corporation)

with and into

QUANTA XXIII ACQUISITION, INC.

(a Delaware corporation)

Pursuant to Section 252 of the Delaware General Corporation Law (the “DGCL”), Quanta XXIII Acquisition, Inc., a Delaware corporation, does hereby certify the following for the purpose of merging the corporations listed:

1. The names and states of incorporation of the constituent corporations are as follows:

Name of Corporation	State
Sky Antenna Systems, Inc.	Washington
North Pacific Utility Contractors, Inc.	Oregon
Quanta XXIII Acquisition, Inc.	Delaware

2. The laws of the States of Delaware, Washington and Oregon permit such merger.

3. An Acquisition Agreement and Plan of Reorganization, dated as of July 15^th, 1999 (the “Reorganization Agreement”), has been approved, adopted, certified, executed, and acknowledged by each of the constituent corporations in accordance with Section 252 of the DGCL.

4. The executed Reorganization Agreement is on file at the principal place of business of the surviving corporation at 1360 Post Oak Boulevard, Suite 2100, Houston, Texas 77056. A copy will be provided, upon request and without cost, to any stockholder of either constituent corporation.

5. The name of the surviving corporation is Quanta XXIII Acquisition, Inc., which surviving corporation shall be governed by the laws of the State of Delaware.

6. The Certificate of Incorporation of Quanta XXIII Acquisition, Inc. shall be the Certificate of Incorporation of the surviving corporation, except that the Certificate of Incorporation of Quanta XXIII Acquisition, Inc. shall be amended to read as follows:

“FIRST. The name of the Corporation is North Sky Communications, Inc.”

7. The authorized capital stock of Quanta XXIII Acquisition, Inc. consists of 1,000 shares of Common Stock, $0.01 par value per share. The authorized capital stock of Sky Antenna Systems, Inc. consists of 50,000 shares of Common Stock, $1.00 par value per share. The authorized capital stock of North Pacific Utility Contractors, Inc. consists of 100,000 shares of Common Stock, $.001 par value per share.

8. The merger shall become effective upon the filing of this Certificate of Merger with the Secretary of State of Delaware.

[The next following page is the signature page.]

-2-

IN WITNESS WHEREOF, the undersigned corporation has caused this instrument to be executed by and on its behalf and in its corporate name as of July 15^th, 1999.

QUANTA XXIII ACQUISITION. INC., a Delaware corporation
By:	/s/ Brad Eastman
	Brad Eastman, President

-3-

EX-3.31

Exhibit 3.31

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 06:00 PM 07/26/1999

991307428 – 3074661

CERTIFICATE OF INCORPORATION

OF

QUANTA LII ACQUISITION, INC.

The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:

FIRST: The name of the corporation (hereinafter called the “corporation”) is

Quanta LII Acquisition, Inc.

SECOND: The address, including street, number, city and county, of the registered office of the corporation in the State of Delaware is 9 East Loockerman Street, City of Dover, 19901, County of Kent, and the name of the registered agent of the corporation in the State of Delaware at such address is Capitol Services, Inc.

THIRD: The purpose of the corporation shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000). The par value of each such shares is $0.01. All such shares are of one class and are shares of Common Stock.

FIFTH: The corporation is to have perpetual existence.

SIXTH: The name and the mailing address of the incorporator are as follows:

Sue Alexander

c/o Quanta Services Management Partnership, L.P.

1360 Post Oak Blvd., Suite 2100

Houston, Texas 77056-3203

SEVENTH: The name and address of the person who is to serve as the initial director of the corporation until the first annual meeting of stockholders or until his or her successor is elected and qualified is:

Brad Eastman

c/o Quanta Services Management Partnership, L.P.

1360 Post Oak Blvd., Suite 2100

Houston, Texas 77056-3203

1

EIGHTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the By-laws. The phrase “whole Board” and the phrase “total number of directors” shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies. No election of directors need be by written ballot.

2. After the original or other By-laws of the corporation have been adopted, amended or repealed, as the case may be, in accordance with, the provisions of § 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend or repeal the By-laws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of § 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial By-law or in a By-law adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation.

3. Whenever the corporation shall be authorized to issue only one class of stock, each outstanding Share shall entitle the holder to notice of, and the right to vote at, any meeting of stockholders. Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of § 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.

NINTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of § 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of § 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall. if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

2

TENTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of § 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented. Any repeal or modification of this paragraph by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

ELEVENTH: The corporation shall, to the fullest extent permitted by the provisions of § 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all officers, directors or other persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

TWELFTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the matter and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article TWELFTH.

THIRTEENTH: This certificate of incorporation shall be effective upon its filing with the Secretary of State of the State of Delaware.

Signed on July 26, 1999

/s/ Sue Alexander

Sue Alexander, Incorporator

3

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:00 PM 12/20/2000

001639054 – 3074661

CERTIFICATE OF MERGER

OF

PARKSIDE SITE & UTILITY COMPANY CORPORATION

(a Massachusetts corporation)

WITH AND INTO

QUANTA LII ACQUISITION, INC.

(a Delaware corporation)

Pursuant to Section 252 of the Delaware General Corporation Law (the “DGCL”), Quanta LII Acquisition, Inc., a Delaware corporation, and Parkside Site & Utility Company Corporation, a Massachusetts corporation, do hereby certify the following for the purpose of merging the corporations listed:

1. The names and states of incorporation of the constituent corporations are as follows:

NAME OF CORPORATION	STATE
Parkside Site & Utility Company Corporation	Massachusetts
Quanta LII Acquisition, Inc.	Delaware

2. The laws of the States of Delaware and Massachusetts permit such merger.

3. An Acquisition Agreement and Plan of Reorganization, dated as of December 15, 2000 (the “Reorganization Agreement”), has been approved, adopted, certified, executed, and acknowledged by each of the constituent corporations in accordance with Section 252 of the DGCL.

4. The executed Reorganization Agreement is on file at the principal place of business of the surviving corporation at 1360 Post Oak Boulevard, Suite 2100, Houston, Texas 77056. A copy will be provided, upon request and without cost, to any stockholder of either constituent corporation.

5. The name of the surviving corporation is Quanta LII Acquisition, Inc., which surviving corporation shall be governed by the laws of the State of Delaware.

6. The Certificate of Incorporation of Quanta LII Acquisition, Inc. shall be the Certificate of Incorporation of the surviving corporation, except that the Certificate of Incorporation of Quanta LII Acquisition, Inc. shall be amended to read as follows:

“FIRST. The name of the Corporation is Parkside Site & Utility Company Corporation.”

7. The authorized capital stock of Parkside Site & Utility Company Corporation consists of 1,000 shares of Common Stock, no par value.

Legal\Acquisitions\Parkside\Parkside Site & Utility

Co. Corp.\Delaware Certificate of Merger

8. The merger shall become effective upon the filing of this Certificate of Merger with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned corporation has caused this instrument to be executed by and on its behalf and in its corporate name as of December 15, 2000.

QUANTA LII ACQUISITION, INC., a Delaware corporation
By:	/s/ Dana A. Gordon
	Name: Dana A. Gordon
	Title: Vice President

Legal\Acquisitions\Parkside\Parkside Site & Utility

Co. Corp.\Delaware Certificate of Merger

-2-

EX-3.32

Exhibit 3.32

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:43 AM 12/14/2007

FILED 10:34 AM 12/14/2007

SRV 071322863 – 4473872 FILE

CERTIFICATE OF FORMATION

OF

INFRASOURCE TELECOMMUNICATION SERVICES, LLC

This Certificate of Formation of InfraSource Telecommunication Services, LLC (the “Company”), dated as of December 14, 2007, is being duly executed and filed by the undersigned to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.).

1. Name. The name of the limited liability company is InfraSource Telecommunication Services, LLC.

2. Registered Office. The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808.

3. Registered Agent. The name of the registered agent of the Company at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of InfraSource Telecommunication Services, LLC as of the date first written above.

By:	/s/ Tana L. Pool
	Tana L. Pool, Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:56 AM 01/29/2013

FILED 11:56 AM 01/29/2013

SRV 130101356 – 4473872 FILE

CERTIFICATE OF OWNERSHIP

MERGING

INFRASOURCE TELECOMMUNICATION SERVICES, LLC

WITH

PARKSIDE UTILITY CONSTRUCTION CORP.

January 29, 2013

(Pursuant to Section 267 of the General Corporation Law of the State of Delaware (the “DGCL”)

and

Section 18-209(i) of the Limited Liability Company Act of the State of Delaware (the “Act”)

InfraSource Telecommunication Services, LLC, a Delaware limited liability company formed on the 14th day of December, 2007, pursuant to the provisions of the Act (“IFS”);

DOES HEREBY CERTIFY that IFS owns 100% of the capital stock of Parkside Utility Construction Corp., a Delaware corporation incorporated on the 26th day of July, 1999, pursuant to the provisions of the DGCL (“Parkside”), and that IFS, by written consent of its sole member on the 29^th day of January, 2013, determined to and did merge with Parkside, which resolution is in the following words to wit:

WHEREAS, IFS lawfully owns 100% of the outstanding stock of Parkside, and

WHEREAS, IFS desires to merge with Parkside, and to be possessed of all the estate, property, rights, privileges and franchises of Parkside,

NOW, THEREFORE, BE IT:

RESOLVED, that IFS and Parkside merge and IFS assumes all of Parkside’s liabilities and obligations;

RESOLVED, that IFS continue as the surviving entity;

RESOLVED, that an authorized officer of IFS be, and hereby is, directed to make and execute a certificate of ownership setting forth a copy of the resolution to merge and assume its liabilities and obligations, and the date of adoption thereof, and to file the same in the office of the Secretary of State of Delaware, and a certified copy thereof in the office of the Recorder of Deeds of New Castle County;

RESOLVED, that the officers of IFS be and they hereby are authorized and directed to do all acts and things whatsoever, whether within or without the State of Delaware; which may be in any way necessary or proper to effect said merger;

RESOLVED, that the merger is authorized in accordance with the Operating Agreement of IFS and the laws of the State of Delaware; and

RESOLVED that IFS relinquishes its entity name and assumes in place thereof the name “Parkside Utility Construction, LLC”.

IN WITNESS WHEREOF, IFS has caused its corporate seal to be affixed and this certificate to be signed by an authorized officer on the date first written above.

INFRASOURCE TELECOMMUNICATION SERVICES, LLC
By:	/s/ Richard B. Vilsoet
	Name: Richard B. Vilsoet
	Title: Secretary

[Signature Page to Certificate of Ownership and Merger]

EX-3.33

Exhibit 3.33

ARTICLES OF INCORPORATION

OF

PAULEY CONSTRUCTION INC.

The undersigned, acting as the incorporators of a corporation under Chapter I of Title 10, Arizona Revised Statutes, adopts the following Articles of Incorporation for such corporation.

FIRST: The name of the corporation is PAULEY CONSTRUCTION INC.

SECOND: The purposes for which the corporation is organized include the transaction of any or all lawful business for which corporations may be incorporated under the laws of the State of Arizona, as they may be amended from time to time. The character of business which the corporation initially intends actually to conduct in the State of Arizona is underground utility (communication and electric) construction.

THIRD: The aggregate number of shares which the corporation shall have authority to issue is One Million (1,000,000) of NO PAR value common stock.

FOURTH: The name and address of the initial statutory agent of the corporation is Mark C. Schmitt, SCHMITT, FISHER & HERROD, P.C., 4725 North 19th Avenue, Phoenix, Arizona 85015. The address of the initial known place of business of the corporation is 19531 North 69th Avenue, Glendale, Arizona 85308.

FIFTH: The number of directors constituting the initial board of directors of the corporation is two (2). The names and addresses of the persons who are to serve as the directors until the first annual meeting of shareholders, or until their successors be elected and qualified, are:

Name	Address
PERRY PAULEY	19531 North 69th Avenue
	Glendale, AZ 85308
JO ANN PAULEY	19531 North 69th Avenue
	Glendale, AZ 85308

SIXTH: No director of the Corporation shall be personally liable to the Corporation for Monetary damages for breach of fiduciary duty. The foregoing elimination of liability shall not apply for any of the following:

(a) Any breach of a director’s duty of loyalty to the corporation or its shareholders;

(b) Any act or omission which is not in good faith or which involves intentional misconduct or a knowing violation of law;

(c) Authorization of the unlawful payment of a dividend or other distribution on the corporation’s capital stock or the unlawful purchase of its capital stock; or

(d) Any transaction from which a director derived an improper personal benefit; or

(e) A violation of § 10-041 of Arizona Revised Statutes.

SEVENTH: The names and addresses of the incorporators are:

Name	Address
PERRY PAULEY	19531 North 69th Avenue
	Glendale, AZ 85308
JO ANN PAULEY	19531 North 69th Avenue
	Glendale, AZ 85308

DATED: April 18, 1991.

/s/ Perry Pauley

PERRY PAULEY

/s/ Jo Ann Pauley

JO ANN PAULEY

“Incorporators”

2

EX-3.35

Exhibit 3.35

CERTIFICATE OF FORMATION

OF

PRECISION VALLEY COMMUNICATIONS OF VERMONT, LLC

This Certificate of Formation of Precision Valley Communications of Vermont, LLC (the “Company”) dated as of November 15, 2002, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

FIRST: The name of the Company is Precision Valley Communications of Vermont, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is:

c/o Corporation Service Company

2711 Centerville Road, Suite 400

New Castle County

Wilmington, Delaware 19808

  THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware are:

Corporation Service Company

2711 Centerville Road, Suite 400

New Castle County

Wilmington, Delaware 19808

IN WITNESSETH WHEREOF, I have signed my name to this Certificate of Formation as of the date first written above.

/s/ RICHARD L. DUNN

Name: Richard L. Dunn

An Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:05 AM 11/15/2002

020706084 – 3591863

CERTIFICATE OF MERGER

OF

PRECISION VALLEY COMMUNICATIONS CORPORATION OF VERMONT

A Delaware corporation

WITH AND INTO

PRECISION VALLEY COMMUNICATIONS OF VERMONT, LLC

A Delaware limited liability company

Pursuant to Section 264 of the General Corporation Law of the State of Delaware (“GCLD”)

and Section 18-209 of the Delaware Limited Liability Company Act (“DLLC”)

Precision Valley Communications of Vermont, LLC, a Delaware limited liability company (the “Company”), hereby certifies to the following facts relating to the merger of Precision Valley Communications Corporation of Vermont, a Delaware corporation (the “Corporation”), with and into the Company (the “Merger”).

First: The name and jurisdiction of formation or organization of each of the constituent entities to the Merger are:

Name	State
Precision Valley Communications of Vermont, LLC	Delaware
Precision Valley Communications
Corporation of Vermont	Delaware

Second: An Agreement and Plan of Merger dated March 31, 2003 (the “Merger Agreement”), has been approved, adopted, certified, executed and acknowledged by each of the constituent entities to the Merger in accordance with Section 18-209 of the DLLC and Section 264(c) of the GCLD.

Third: The Company is the surviving entity, and the name of the surviving entity is Precision Valley Communications of Vermont, LLC.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:09 PM 03/31/2003

030210718 – 3591863

Fourth: An executed copy of the Merger Agreement is on file at the following place of business of the Company:

Precision Valley Communications

of Vermont, LLC

4440 PGA Boulevard, Suite 500

Palm Beach Gardens, FL 33410

Fifth: A copy of the Merger Agreement will be furnished by the Company upon request and without cost to any stockholder of the Corporation or to any member of the Company.

Sixth: The effective date and time of the merger shall be March 31, 2003, at 11:59 p.m.

[signatures follow on next page]

IN WITNESS WHEREOF, Precision Valley Communications of Vermont, LLC, a Delaware limited liability company, has caused this Certificate of Merger to be duly executed by Richard L. Dunn, its Secretary and Treasurer, this 31^st day of March, 2003.

PRECISION VALLEY COMMUNICATIONS OF VERMONT, LLC
By:	/s/ Richard L. Dunn
	Name: Richard L. Dunn
	Title: Secretary and Treasurer

EX-3.36

Exhibit 3.36

State of Delaware
Secretary of State
Division of Corporations
Delivered 02:34 PM 10/14/2009

FILED 02:34 PM 10/14/2009
SRV 090934905 – 4742166 FILE

CERTIFICATE OF INCORPORATION

OF

PRINCE TELECOM OF CALIFORNIA, INC.

FIRST: The name of the Corporation is Prince Telecom of California, Inc.

SECOND: The address of the Corporation’s registered office in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801. The name of the registered agent at the above address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law (“DGCL”).

FOURTH: The total number of shares of stock that the Corporation shall have authority to issue shall be Three Thousand (3,000) shares of Common Stock, par value One Dollar ($1.00) per share.

FIFTH: Unless required by the Bylaws, the election of the Board of Directors need not be by written ballot.

SIXTH: The Board of Directors shall have the power to make, alter, or repeal the Bylaws of the Corporation, but the stockholders may make additional Bylaws and may alter or repeal any Bylaw whether or not adopted by them.

SEVENTH: The Corporation shall indemnify its officers and directors to the full extent permitted by the DGCL, as amended from time to time.

EIGHTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, or for any act or omission, except that a director may be liable (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of the directors shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. The elimination and limitation of liability provided herein shall continue after a director has ceased to occupy such position as to acts or omissions occurring during such director’s term or terms of office. Any amendment, repeal or modification of this Article Eighth shall not adversely affect any right of protection of a director of the Corporation existing at the time of such repeal or modification.

NINTH: Richard B. Vilsoet is the sole incorporator and his mailing address is 11770 U.S. Highway #1, Suite 101, Palm Beach Gardens, Florida 33408.

/s/ Richard B. Vilsoet

Richard B. Vilsoet

Incorporator

DATED: October 14, 2009

EX-3.37

Exhibit 3.37

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:49 PM 09/12/2008

FILED 03:10 PM 09/12/2008

SRV 080948240 – 2827151 FILE

CERTIFICATE OF FORMATION

OF

PRINCE TELECOM, LLC

This Certificate of Formation of Prince Telecom, LLC (the “Company”) dated as of September 12, 2008, is being duly executed and filed by the undersigned, as an authorized person, in connection with the conversion of Prince Telecom, Inc. to a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

FIRST: The name of the Company is Prince Telecom, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is:

c/o The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

  THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware are:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

FOURTH: This Certificate of Formation shall be effective on September 12, 2008 at 3:10 P.M.

IN WITNESS WHEREOF, the undersigned has caused this Certificate of Formation to be executed as of the date first above written.

DYCOM INVESTMENTS, INC., as Authorized Person
By:	/s/ H. Andrew DeFerrari
Name: H. Andrew DeFerrari
Title: Treasurer

EX-3.38

Exhibit 3.38

From BCA-2. 10 ARTICLES OF INCORPORATION (Rev. Jan. 1991) Georgo H. Ryan Secretary of State. Department of Business Services Springfield, IL 62756 Telephone (217) 782-6961 Payment must be made by certified check, cashier’s check, Illinois attor- ney’s check, Illinois C.P.A’s check or money order, payable to “Secretary of State.” PAID FILED SEP 30 1991 GEORGE H. RYAN SECRETARY OF STATE SUBMIT IN DUPLICATE! This space for use by Secretary of State Date 9-30-91 Franchise Tax $25 Filing. Fee. $75 1. CORPORATE NAME: PROFESSIONAL TELECONCEPTS, INC. (The corporate name must conlain the word’ corporation”, “company,” “incorporated,” “limited” or an abbreviation thereof.) 2. Initial Registered Agent: David L. Martenson First Name Middle Initial Last name Initial Registered Office: One Court Place 404 Number Street Suite # Rockford, IL 61101 Winnebago City Zip Code County 3. Purpose or purposes for which the corporation is organized: (If not sufficient space to cover this point, add one or more sheets of this size.) The transaction of any or all lawful business for which Corporations can be incorporated under the Illinois Business Corporation Act. 4. Paragraph 1: Authorized Shares, Issued Shares and Consideration Received: Par Vatue Number of Shares Number of Shares Consideration to be Class per share Authorized Proposed to be Issued Received Therefor common $ none 1.000 1.000 $1.000 total $ 1,000 Paragraph 2: The preferences, qualifications, limitations, restrictions and special or relative rights in respect of the shares of each class are: none (If no: sufficient space to cover this point, add one or more sheets of this size.)

5, OPTIONAL: (a) Number of directors constituting the initial board of directors of the corporation (b) Names and addresses of the persons’ who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualify: Name Residential Address 6. OPTIONAL: (a) It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be: $ (b) It is estimated that the value of the properly to be located within the State of Illinois during the following year will be: $ (c) It is estimated that the gross amount of business that will be transacted by the corporation during the following year will be: $ (d) It is estimated that the gross amount of business that will be transacted from places of business in the State of Illinois during the following year will be: $ 7. OPTIONAL: OTHER PROVISIONS Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g., authorizing preemptive rights, denying cumulative voting, regulating internal affairs, voting majority requirements, fixing a duration other than perpetual, etc. 8. NAME(S) & ADDRESS(ES) OF INCORPORATOR(S) The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true. Dated September 24. Signature and Name Signature H. Will Ryan (Type or Print Name) 2. Signature (Type or Print Name) 3. Signature (Type or Print Name) 1. 197 N. Broad Address St. Street Norwich. NY 112 407819 2. City/Town State Zip Code Street 3. City/Town State Zip Code Street Ctty/Town State Zip Code (Signatures must be In ink on original document. Carbon copy, photocopy or rubber stamp signatures may only bo used on conformed copies.) NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the execution shall be by its President or Vice President and verified by him, and attested by its Secretary or Assistant Secretary. FEE SCHEDULE • The initial franchise tax is assessed at the rate of 15/100 of 1 percent ($1.50 per $1.000) on the paid-in capital represented in this state, with a minimum of $25 and a maximum of $1,000,000. • The filing fee is $75. • The minimum total due (franchise tax + filing fee) is $100. (Applies when the Consideration to be Received as set forth in Item 4 does not exceed $16,667) * The Department of Business Services in Springfield will provide assistance In calculating the total fees if necessary. Illinois Secretary of State Springfield, IL 62756 Department of Business Services Telephone (217) 762-6961 C 162 12

Form BCA-1.15 (Rev. Jan. 1995) STATEMENT OF CORRECTION File # D 5655-232-4 SUBMIT IN DUPLICATE George H. Ryan Secretary of State Department of Business Services Springfield, IL 62756 Telephone (217) 785-2237 Remit payment in check or money order, payable to “Secretary of State.” This space for use by Secretary of State FILED JAN 31 1997 GEORGE H. RYAN SECRETARY OF STATE PAID JAN 31, 1997 This space for use by Secretary of State Date 1/31/97 License Fee $ Franchise Tax $ Filing Fee $ 25.00 Penalty $ Interest $ Approved: 5% 1. CORPORATE NAME: PROFESSIONAL TELECONCEPTS, INC. 2. STATE OR COUNTRY OF INCORPORATION: Illinois 3. Title of document to be corrected: Articles Of Incorporation 4. Date erroneous document was filled by Secretary of state: September 30, 1991 1991 5. Inaccuracy, error or defect: (Briefly identify the error and explain how It occurred. Use reverse side or add one or more sheets of this size if necessary.) The original Articles Of Incorporation (Form BCA.-2.10) filed with Secretary Of State on 9/30/91 contained a typographical error at Article Four (4), Paragraph One (1). The number of shares proposed to be issued at that time was one hundred (100) rather than one thousand (1,000). One hundred (100) shares were actually issued. Consideration for said one hundred (100) shares remained at one thousand ($1,000.00) dollars. 6. Corrected portion(s) of the document in corrected form: (If there is not sufficient space to cover this point, use reverse side or add one or more sheets of this size.) * CLASS PAR VALUE PER SHARE NUMBER OF SHARES AUTHORIZED NUMBER OF SHARES PROPOSED TO BE ISSUED CONSIDERATION TO BE RECEIVED THEREFORE Common $ NONE One Thousand (1,000) One Hundred (100) One Thousand Dollars ($1,000.00) 7. The undersigned corporation has caused this statement to be signed by its duty authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true. (All signatures mi t be in BLACK INK.) Date January 21, 1997 attested by (Signature of Secretary or Assistant Secretary) ERIC P. BURRELL, Secretary (Type or Print Name and Title) PROFESSIONAL TELECONCEPTS. INC. (Exact Name of Corporation) by (Signature of President or Vice President) H. WILBUR RYAN, President (Type or Print Name and Title)

EX-3.39

Exhibit 3.39

CERTIFICATE OF INCORPORATION

OF

PROFESSIONAL TELECONCEPTS, INC.

Under Section 402 of the Business Corporation Law

The undersigned, a natural person over eighteen years of age, for the purpose of forming a corporation pursuant to the provisions of the Business Corporation Law of the State of New York, does hereby certify as follows:

FIRST: The name of the corporation is Professional Teleconcepts, Inc.

SECOND: The purpose for which it is formed are as follows: To purchase, sell, install, import, export, and generally deal in communication type equipment and to carry on the business of dealing in communication type equipment, both new the used, and of every nature and description.

THIRD: Its office in the State of New York shall be located in the City of Norwich, County or Chenango.

FORTH: The aggregate number of shares which the corporation shall have authority to issue is two hundred (200) shares without par value.

FIFTH: The Secretary of state of the State of New York is hereby designated as the agent of the corporation upon which any process in any action or proceeding against it may be served. The address to which the Secretary of State shall will a copy of any process against the corporation served upon him is 40 Brown Avenue, Norwich, New York.

IN WITNESS WHEREOF, I have signed this Certificate on this 7th day of December, 1984, and affirmed the statements contained therein as true under penalty of perjury.

/s/ W. Howard Sullivan

W. HOWARD SULLIVAN

1 South Broad Street

Norwich, New York 13816

2

EX-3.40

Exhibit 3.40

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:59 PM 01/21/2005

FILED 04:59 PM 01/21/2005

SRV 050053861 – 3869807 FILE

CORRECTED

CERTIFICATE OF INCORPORATION

OF

RJE TELECOM OF CALIFORNIA, INC.

Pursuant to Section 103(f) of the

General Corporation Law of the State of Delaware

This Corrected Certificate of Incorporation of RJE Telecom of California, Inc. (the “Corporation”) is being duly executed and filed on behalf of the Corporation by the undersigned officer of the Corporation pursuant to Section 103(f) of the General Corporation Law of the State of Delaware (6 Del. C. §§ 101 et seq.) to correct the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) first filed with the Office of the Secretary of State of the State of Delaware on October 19, 2004. The correction to be made is to accurately designate and set forth Article EIGHTH.

The Corrected Certificate of Incorporation reads in its entirety as follows:

CERTIFICATE OF INCORPORATION

OF

RJE TELECOM OF CALIFORNIA, INC.

FIRST: The name of the Corporation is RJE Telecom of California, Inc.

SECOND: The address of the Corporation’s registered office in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, County of New Castle, Wilmington, Delaware 19801. The name of the registered agent at the above address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law (“DGCL”).

FOURTH: The total number of shares of stock that the Corporation shall have authority to issue shall be Three Thousand (3,000) shares of Common Stock, par value One Dollar ($1.00) per share.

FIFTH: Unless required by the Bylaws, the election of the Board of Directors need not be by written ballot.

SIXTH: The Board of Directors shall have the power to make, alter, or repeal the Bylaws of the Corporation, but the stockholders may make additional Bylaws and may alter or repeal any Bylaw whether or not adopted by them.

SEVENTH: The Corporation shall indemnify its officers and directors to the full extent permitted by the DGCL, as amended from time to time.

EIGHTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, or for any act or omission, except that a director may be liable (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of the directors shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. The elimination and limitation of liability provided herein shall continue after a director has ceased to occupy such position as to acts or omissions occurring during such director’s term or terms of office. Any amendment, repeal or modification of this Article Eighth shall not adversely affect any right of protection of a director of the Corporation existing at the time of such repeal or modification.

NINTH: Scott E. Waxman is the sole incorporator and his mailing address is Hercules Plaza, 1313 N. Market Street, Sixth Floor, Wilmington, DE 19801.

2

IN WITNESS WHEREOF, RJE Telecom of California, Inc. has caused this Corrected Certificate of Incorporation to be executed by Richard L. Dunn, its Treasurer, this 20th day of January 2005.

RJE TELECOM OF CALIFORNIA, INC.
By:	/s/ Richard L. Dunn
	Name: Richard L. Dunn
	Title: Treasurer

3

EX-3.41

Exhibit 3.41

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:23 PM 08/06/2004

FILED 05:23 PM 08/06/2004

SRV 040578520 – 3838755 FILE

AMENDED AND RESTATED CERTIFICATE OF FORMATION

OF

RJE SERVICES, LLC

This Amended and Restated Certificate of Formation of RJE Services, LLC (the “Company”), dated August 6, 2004, has been duly executed and is being filed by Michael Miller, as an authorized person, in accordance with the provisions of 6 Del. C. § 18-208, for purposes of changing the Company’s name from RJE Services, LLC to RJE Telecom, LLC and otherwise to restate the original Certificate of Formation of RJE Services, LLC, which was filed on August 5, 2004 with the Secretary of State of the State of Delaware (the “Certificate”).

The Certificate is hereby amended and restated in its entirety to read as follows:

FIRST: The name of the Company formed hereby is:

RJE Telecom, LLC

SECOND: The address of the registered office of the Company in the State of Delaware is:

Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, New Castle County, DE 19808

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is:

Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, New Castle County, DE 19808

IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Formation as of the date first above written.

/s/ Michael Miller

Michael Miller

An Authorized Person

EX-3.43

Exhibit 3.43

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 02:00 PM 04/06/1998

981131751 – 2880741

CERTIFICATE OF INCORPORATION

OF

SPALJ ACQUISITION, INC.

The undersigned person, acting as sole incorporator of the corporation pursuant to the General Corporation Law of the State of Delaware, does hereby make this Certificate of Incorporation for such corporation, declaring and certifying that this is my act and deed and that the facts herein stated are true;

FIRST: The name of the corporation is Spalj Acquisition, Inc.

SECOND: The address of the registered office of the corporation in the State of Delaware is located at 9 East Loockerman Street, City of Dover, County of Kent 19901. The name of the registered agent of the corporation at that address is Capitol Services, Inc.

THIRD: The nature of the business or purposes to be conducted or promoted by the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Laws of the State of Delaware.

FOURTH: The total number of shares of stock that the corporation shall have authority to issue is 1,000 shares of common stock, par value $.01 per share.

FIFTH: The Board of Directors is authorized to adopt, amend or repeal the bylaws of the corporation. Election of directors need not be by written ballot.

SIXTH: The name and mailing address of the incorporator is:

Peggy Rue             c/o Quanta Services 1360 Post Oak Blvd. Suite 800 Houston, Texas 77056

SEVENTH: The number of directors of the corporation shall be as provided in the bylaws of the corporation, as the same may be amended from time to time. The name and address of the person who is to serve as the initial director of the corporation until the first annual meeting of stockholders or until his successor is elected and qualified is;

NAME	ADDRESS
Vincent D. Foster	Quanta Services, Inc. 1360 Post Oak Blvd. Suite 800 Houston, Texas 77056

EIGHT: A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended. Any repeal or modification of this paragraph by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

NINTH: The corporation shall, to the fullest extent permitted by the General Corporation Law of the State of Delaware (including, without limitation, Section 145 thereof), as amended from time to time, indemnify any officer or director whom it shall have power to indemnify from and against any and all of the expenses, liabilities or other losses of any nature. The indemnification provided in this Article NINTH shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity, while holding such office, and shall continue as to a person who has ceased to be an officer or director and shall inure to the benefit of the heirs, executors and administrators of such a person.

-2-

I, the undersigned, hereunto set my hand this 6^th day of April, 1998.

/s/ Peggy Rue

Peggy Rue

-3-

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 01:30 PM 05/05/1998

981171900 – 2880741

CERTIFICATE OF MERGER

OF

SPALJ CONSTRUCTION COMPANY

(a Minnesota corporation)

with and Into

SPALJ ACQUISITION, INC.

(a Delaware corporation)

Pursuant to Section 252 of the Delaware General Corporation Law (the “DGCL”), Spalj Acquisition, Inc., a Delaware corporation, does hereby certify the following for the purpose of merging the corporations listed:

1. The names and states of incorporation of the constituent corporations are as follows:

Name of Corporation	State
Spalj Construction Company (“Old Spalj”)	Minnesota
Spalj Acquisition, Inc.	Delaware

2. The laws of the States of Delaware and Minnesota permit such merger.

3. An Acquisition Agreement and Plan of Reorganization, dated as of May 5, 1998 (the “Reorganization Agreement”), has been approved, adopted, certified, executed, and acknowledged by each of the constituent corporations in accordance with Section 252 of the DGCL.

4. The executed Reorganization Agreement is on file at the principal place of business of the surviving corporation at 1360 Post Oak Blvd., Suite 800, Houston, Texas 77056. A copy will be provided, upon request and without cost, to any stockholder of either constituent corporation.

5. The name of the surviving corporation is Spalj Acquisition, Inc., which surviving corporation shall be governed by the laws of the State of Delaware.

6. The Certificate of Incorporation of Spalj Acquisition, Inc. shall be the Certificate of Incorporation of the surviving corporation.

7. The Certificate of Incorporation of Spalj Acquisition, Inc., shall be amended as follows:

“FIRST. The name of the Corporation is Spalj Construction Company.”

8. The authorized capital stock of Old Spalj consists of 900 shares of Common Stock, no par value per share.

9. The merger shall become effective upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware.

10. This Certificate of Merger may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument.

IN WITNESS WHEREOF, each of the undersigned corporations has caused this instrument to be executed by and on its behalf and in its corporate name as of May 5, 1998.

SPALJ ACQUISITION, INC., a Delaware corporation
By:	/s/ Edward Rhyne
Name:	Edward Rhyne
Title:	President

SPALJ CONSTRUCTION COMPANY, a Minnesota corporation
By:	/s/ J. R. Spalj
Name:	J. R. Spalj
Title:	President

-2-

EX-3.44

Exhibit 3.44

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 06/03/1999

991223554 – 3051549

CERTIFICATE OF INCORPORATION

OF

QUANTA XXXIV ACQUISITION, INC.

The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:

FIRST: The name of the corporation (hereinafter called the “corporation”) is

Quanta XXXIV Acquisition, Inc.

SECOND: The address, including street, number, city and county, of the registered office of the corporation in the State of Delaware is 9 East Loockerman Street, City of Dover, 19901, County of Kent, and the name of the registered agent of the corporation in the State of Delaware at such address is Capitol Services, Inc.

THIRD: The purpose of the corporation shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000). The par value of each such shares is $0.01. All such shares are of one class and are shares of Common Stock.

FIFTH: The corporation is to have perpetual existence.

SIXTH: The name and the mailing address of the incorporator are as follows:

Sue Alexander

c/o Quanta Services Management Partnership, L.P.

1360 Post Oak Blvd., Suite 2100

Houston, Texas 77056-3203

SEVENTH: The name and address of the person who is to serve as the initial director of the corporation until the first annual meeting of stockholders or until his or her successor is elected and qualified is;

Brad Eastman

c/o Quanta Services Management Partnership, L.P.

1360 Post Oak Blvd., Suite 2100

Houston, Texas 77056-3203

1

EIGHTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the By-laws. The phrase “whole Board” and the phrase “total number of directors” shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies. No election of directors need be by written ballot.

2. After the original or other By-laws of the corporation have been adopted, amended or repealed, as the case may be, in accordance with the provisions of § 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend or repeal the By-laws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of § 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial By-law or in a By-law adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation.

3. Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder to notice of, and the right to vote at, any meeting of stockholders. Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of § 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.

NINTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of § 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of §279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

2

TENTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of § 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented. Any repeal or modification of this paragraph by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

ELEVENTH: The corporation shall, to the fullest extent permitted by the provisions of § 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all officers, directors or other persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

TWELETH; From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the matter and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article TWELFTH.

THIRTEENTH: This certificate of incorporation shall be effective upon its filing with the Secretary of State of the State of Delaware.

Signed on June 3, 1999.

/s/ Sue Alexander

Sue Alexander, Incorporator

3

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS FILED 01:00 PM 10/19/1999

991441531 – 3051549

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

QUANTA XXXIV ACQUISITION, INC.

Pursuant to Section 242 of the General Corporation Code of the State of Delaware, Quanta XXXIV Acquisition, Inc., a corporation organized and existing under the Delaware General Corporation Law (the “Corporation”), DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of the Corporation, by unanimous written consent pursuant to Section 141(f) of the Delaware General Corporation Law, duly adopted a resolution. setting forth a proposed amendment to the Certificate of Incorporation of the Corporation declaring its advisability and directing that this amendment be submitted for consideration by its sole stockholder. The resolution is as follows:

RESOLVED, that the Certificate of Incorporation be amended by the deletion of the text of Article I in its entirety and substitution by the text of Article I in its entirety which shall read as follows:

“FIRST: The name of the corporation is Conti Communications, Inc.”

SECOND: That thereafter, the sole stockholder of the Corporation, by written consent pursuant to Section 228(a) of the Delaware General Corporation Law, duly adopted the foregoing amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

FOURTH: That the capital of the Corporation shall not be reduced under or by reason of said amendment.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed as its act and deed Brad Eastman, its President, to be effective as of the 19th day of October, 1999.

QUANTA XXXIV ACQUISITION, INC.
By:	/s/ Brad Eastman
	Brad Eastman
	President

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:26 PM 12/23/2010

FILED 07:26 PM 12/23/2010

SRV 101232207 – 3051549 FILE

STATE OF DELAWARE

CERTIFICATE OF MERGER OF

SPECTRUM CONSTRUCTION CONTRACTING, L.L.C.

(a Colorado limited liability company)

AND

ADVANCED TECHNOLOGIES AND INSTALLATION CORPORATION

(a Washington corporation)

INTO

CONTI COMMUNICATIONS, INC.

(a Delaware corporation)

Pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law (the “DGCL”), the undersigned corporation executed the following Certificate of Merger and does hereby certify that:

FIRST: The name of the surviving corporation is Conti Communications, Inc., a Delaware corporation Delaware file #3051549, and the name of the companies being merged into this surviving corporation is Spectrum Construction Contracting, L.L.C., a Colorado limited liability company (“SCC”) and Advanced Technologies and Installation Corporation, a Washington corporation (“ATI” and, together with SCC, the “Merging Entities”).

SECOND: The Agreement and Plan of Merger between the constituent entities (the “Merger Agreement”) has been approved, adopted, certified, executed and acknowledged by the surviving corporation and the Merging Entities in accordance with Section 264(c) of the DGCL.

THIRD: The surviving corporation is Conti Communications, Inc.

FOURTH: The Certificate of Incorporation of Conti Communications, Inc. shall be the Certificate of Incorporation of the surviving corporation with the following amendment:

The Certificate of Incorporation of the Corporation be amended by deleting and replacing in its entirety the Article thereof numbered “First” so that, as amended and replaced, such Article shall be and read as follows:

“FIRST: The name of the corporation (hereinafter called the “corporation”) is Quanta Wireless Solutions, Inc.”

FIFTH: The merger and concurrent name change shall become effective on December 31, 2010 at 11:59 p.m. Delaware time.

SIXTH: The executed Merger Agreement is on file at 1360 Post Oak Blvd., Ste. 2100, Houston, TX 77056, an office of the surviving corporation.

SEVENTH: A copy of the executed Merger Agreement will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation or member of any constituent limited liability company.

IN WITNESS WHEREOF, said surviving corporation has caused this Certificate of Merger to be signed by an authorized officer this 22nd day of December, 2010.

CONTI COMMUNICATIONS, INC.
By:	/s/ Carolyn M. Campbell
	Name:	Carolyn M. Campbell
	Title:	Vice President

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:56 AM 01/29/2013

FILED 11:43 AM 01/29/2013

SRV 130101338 – 3051549 FILE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

QUANTA WIRELESS SOLUTIONS, INC.

Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Quanta Wireless Solutions, Inc., (the “Corporation”), does hereby certify:

1. That the Board of Directors of the Corporation, by unanimous written consent pursuant to Section 141(f) of the Delaware General Corporation Law, duly adopted a resolution setting forth a proposed amendment to the Certificate of Incorporation of the Corporation declaring said amendment to be advisable and directing that this amendment be submitted for consideration by its sole stockholder.

2. That the Certificate of Incorporation of this Corporation be amended by deleting Article First in its entirety and inserting a new Article First in its entity to read as follows:

“FIRST: The name of the corporation is Spectrum Wireless Solutions, Inc.”

3. That thereafter, the sole stockholder of the Corporation, by written consent pursuant to Section 228(a) of the Delaware General Corporation law, duly adopted the foregoing amendment.

IN WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment to be executed as of the 29^th day of January, 2013.

Quanta Wireless Solutions, Inc.
By:	/s/ Richard B. Vilsoet
Name:	Richard B. Vilsoet
Title:	Secretary

EX-3.45

Exhibit 3.45

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 11/15/2002

020706055 – 3591843

CERTIFICATE OF INCORPORATION

OF

TESINC OF CALIFORNIA, INC.

FIRST: The name of the Corporation is Tesinc of California, Inc.

SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware, 19808. The name of the registered agent at the above address is Corporation Service Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law (“DGCL”).

FOURTH: The total number of shares of stock that the Corporation shall have authority to issue shall be Three Thousand (3,000) shares of Common Stock, par value One Dollar ($1.00) per share.

FIFTH: Unless required by the Bylaws, the election of the Board of Directors need not be by written ballot.

SIXTH: The Board of Directors shall have the power to make, alter, or repeal the Bylaws of the Corporation, but the stockholders may make additional Bylaws and may alter or repeal any Bylaw whether or not adopted by them.

SEVENTH: The Corporation shall indemnify its officers and directors to the full extent permitted by the DGCL, as amended from time to time.

EIGHTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, for any act or omission, except that a director may be liable (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of the directors shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. The elimination and limitation of liability provided herein shall continue after a director has ceased to occupy such position as to acts or omissions occurring during such director’s term or terms of office. Any amendment, repeal or modification of this Article Eighth shall not adversely affect any right of protection of a director of the Corporation existing at the time of such repeal or modification.

NINTH: Scott E. Waxman is the sole incorporator and his mailing address is Hercules Plaza, 1313 N. Market Street, Sixth Floor, Wilmington, DE 19801.

/S/ SCOTT E. WAXMAN

Scott E. Waxman

Incorporator

DATED: November 15, 2002

2

EX-3.46

Exhibit 3.46

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:00 PM 07/06/2000

001342981 – 3255806

CERTIFICATE OF FORMATION

OF

TJADER, L.L.C.

The undersigned, being over the age of 18 years and acting as sole organizer of a limited liability company under the Delaware Limited Liability Company Act (the “Act”), does hereby adopt the following Certificate of Formation for T & H, L.L.C. (the “Company”),

ARTICLE ONE

The name of the limited liability company is TJADER, L.L.C.

ARTICLE TWO

The address of the initial registered office of the Company in the State of Delaware is 615 South DuPont Highway, Dover, Delaware 19901, and the name of its registered agent for service of process required to be maintained by Section 18-104 of the Act in the state is Capitol Services, Inc.

ARTICLE THREE

The management of the LLC is reserved to the members; the name and address of its initial member is;

Spalj Construction Company

County Road 12

12167 County Road 12

Deerwood, MN 56444

ARTICLE FOUR

The name of the sole organizer is Leticia Magaña and the address of the organizer is 1360 Post Oak Blvd., Suite 2100, Houston, Texas 77056.

IN WITNESS WHEREOF, I have hereunder set my hand this 26th day of June, 2000.

/s/ Leticia Magaña

Leticia Magaña, Organizer

EX-3.47

Exhibit 3.47

ARTICLES OF INCORPORATION

OF

TRAWICK CONSTRUCTION COMPANY, INC.

We, James L. Trawick, Sr., Edwin C. Trawick, Bonnie R. Trawick and Eudene H. Trawick, the undersigned, do hereby associate ourselves, our successors and assigns, together for the purpose of becoming incorporated under the provisions or Chapter 608, Florida Statutes, and forming a corporation according to the provisions of said Chapter, under the following proposed charter:

ARTICLE I

The name of this corporation in TRAWICK CONSTRUCTION COMPANY, INC.

ARTICLE II

The general nature of the business to be transacted by this corporation and which it shall have power to transact is as follows:

(a) To operate a construction and contracting business; to build, construct, install, maintain and repair, as contractor, subcontractor or otherwise, in every legal way and manner, construction works or projects of any and all kinds whatsoever, including but not limited to telephone wires, enables, lines and systems, electrical wires, cables, lines and systems, and other communication systems, equipment and/or fixtures and appliances; and to deal is generally, in every legal way and manner, as contractor, subcontractor or otherwise, construction works or projects of any and all kinds whatsoever, including but not limited to the building construction, installation, maintenance

and repair of telephone wires, cables, lines and systems, electrical wires, cables, lines and systems and other communication systems, equipment and/or fixtures and appliances; to purchase, at wholesale or retail, and to sell, at wholesale or retail, and to engage in the storing, handling and processing, in every legal way and manner, all equipment, tools, machinery, materials and all other items of any kind whatsoever necessary or needful in the operation or carrying on of said business, and for said purposes to own, operate, conduct and manage for this corporation, as well as for others, and at as many different points and places, both in and out of the State of Florida, as this corporation might desire, offices, buildings, vacancies, places of business, factories, stores and warehouses.

(b) To prepare and file and enter bids, as contractor, subcontractor or otherwise, alone or in cooperation with others, for construction work or projects of any and all kinds whatsoever, with any person, firm, association or corporation, town, city, county, state, territory or government, and to enter into and make contracts of every kind for any lawful purpose, without limit as to amount, with any person, firm, association or corporation, town, city, county, state, territory or government, to perform the same and to enforce the performance thereof by others.

(c) To acquire by purchase, barter, exchange, fire and in every other legal way and manner, personal property, both tangible and intangible, and real estate of all kinds, situated either within or without the State of Florida, to take, own, hold and dispose of the same by sale, barter, exchange, gift and every other legal way and manner.

(d) To obtain loans of money from other persons, natural and artificial, and to make loans of money to other persons, both natural and artificial, both secured and unsecured, with or without interest.

(e) To acquire the good will, rights and property and to take over, undertake and assume the whole or any part of the assets and liabilities of any person, fire, association or corporation, to pay for the same in cash, the stock of this corporation, bonds or otherwise, to hold or in any manner dispose of the whole or any part of the property so acquired, to conduct in any lawful manner the whole or any part of any business so acquired, and to exercise all the powers necessary or convenient in or about the conduct or management of such business.

(f) To guarantee, purchase or otherwise acquire, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of shares of capital stock, bonds or other evidences of indebtedness of other corporations, and while the holder of such stock to exercise all the rights and privileges of ownership, including the right to vote thereon, to the same extent as a natural person might or could do.

(g) To purchase or otherwise acquire, apply for, register, hold, use, sell or in any manner dispose of and to grant licenses or other rights in or in any manner deal with patents, inventions, improvements, processes, trade marks, trade names, right and licenses secured under letters patent, copyrights or otherwise.

(h) To draw, make, accept, endorse, discount, purchase, execute and issue promissory notes, drafts, bills of exchange, warrants, debentures and other negotiable or transferrable instrument.

(i) To issue bonds, debentures or obligations and to secure the same by mortgage, pledge, deed of trust or otherwise.

(j) To purchase, hold, transfer and sell the shares of its capital stock.

(k) To begin, enter into and operate and in general to carry on any other business it might desire, of any kind whatsoever, either in connection with the foregoing or as a separate business, alone or in corporation with others, and to have and exercise all of the powers now and hereafter conferred by the laws of the State of Florida upon corporations for profit similar to this corporation.

(l) To do any and all of the things herein set forth as principal, agent, contractor, broker or otherwise, alone or in company with others.

(m) To take and enter into, both within and without the State of Florida, any and all contracts, notes, mortgages, bills of sale, conditional sale contracts, leases, deeds, bonds, evidences of debt and other papers that might be necessary, needful or appropriate in the exercise by this corporation of its powers or any of its powers.

(n) To have offices and other places of business both within and without the State of Florida.

(o) To exercise any of its powers both within and without the State of Florida.

(p) No power herein specified shall, except where otherwise expressed , be in any way limited or restricted by reference to or inference from the terns of any other clause or paragraph of these Articles of Incorporation.

The foregoing shall be construed both as objects and powers and the enumeration thereof shall not be held to limit or restrict in any manner the general powers now and hereafter conferred or this corporation by the laws of the State of Florida.

ARTICLE III

The maximum number of shares of capital stock that this corporation is authorized to issue and have outstanding is one thousand shares of common stock of the par value of $100.00 a shares.

ARTICLE IV

The amount of capital with which this corporation shall begin business is not less than $500.00.

ARTICLE V

This corporation is to have perpetual existence, except that it may be dissolved as provided by law.

ARTICLE VI

The principal office of this corporation is to be located in Washington County, State of Florida, but the corporation shall have the right to locate and establish branch offices at such other places both in and out of the State of Florida as it might desire. The postoffice address of the principal office of this corporation in the State of Florida shall be Chipley, Florida.

ARTICLE VII

This corporation shall have a board of not less than three directors, the number of directors to be fixed by the stockholders of the corporation. Until otherwise fixed by the stockholders, this corporation shall have a board of four directors.

ARTICLE VIII

The name and postoffice address of the first board of directors of this corporation, who, subject to the provisions of these Articles of Incorporation, the by-laws of the corporation and the laws of the State of Florida, shall hold office for the first year of this corporation’s existence or until their successors are elected and have qualified, are as follows:

Name	Postoffice address
James L. Trawick, Sr.	Chipley, Florida
Edwin C. Trawick	Chipley, Florida
Bonnie R. Trawick	Chipley, Florida
Eudene H. Trawick	Chipley, Florida

ARTICLE IX

The officers of this corporation shall be a President, a Vice-President, a Secretary and Treasurer, and an Assistant Secretary and Treasurer, and the corporation shall have such other officers, agents and factors as may be provided by the by-laws of this corporation from time to time. In case of the absence, sickness or disqualification of the President, the Vice-President of this corporation may exercise any power or do any act which the President is or may be authorized to do. The office of Secretary and Treasurer may be held by one and the same person, and the office of Assistant Secretary and Treasurer may be held by one and the same person.

The names and postoffice address of the President, the Vice-President, the Secretary and Treasurer and the Assistant Secretary and Treasurer and of this corporation, who, subject to the provisions of these Articles of Incorporation, the by-laws of the corporation and the laws of the State of Florida, shall hold office for the first year of this corporation’s existence or until their successors are elected and have qualified, are as follows:

Name	Postoffice address	Office
James L. Trawick, Sr.	Chipley, Florida	President
Edwin C. Trawick	Chipley, Florida	Vice-President
Bonnie R. Trawick	Chipley, Florida	Secretary-Treasurer
Eudene H. Trawick	Chipley, Florida	Assistant Secretary-Treasurer

ARTICLE X

The name and postoffice address of each subscriber of these Articles of Incorporation and the number of shares of the capital stock of this corporation which each subscriber agrees to take are as follows:

Name	Postoffice address	No. of shares
James L. Trawick, Sr.	Chipley, Florida		2
Edwin C. Trawick	Chipley, Florida		1
Bonnie R. Trawick	Chipley, Florida		1
Eudene H. Trawick	Chipley, Florida		1

The value of the consideration for each of said shares which the subscribers hereof agree to take shall not be less than $100.00.

ARTICLE XI

The directors of this corporation shall be elected by the stockholders at each annual meeting and the directors shall have authority to adopt or amend by-laws of the corporation not inconsistent with any by-law that may be adopted by the stock-holders. Every annual stockholders’ meeting shall be held at the principal office of this corporation unless another place for holding said meeting is provided by the by-laws or agreed upon by the stockholders of the corporation, the time for holding which shall be fixed by the by-laws.

We, James L. Trawick, Edwin C. Trawick, Bonnie R. Trawick and Eudene H. Trawick, the undersigned, subscribers of these Articles of Incorporation, for the purpose of forming a corporation under Chapter 608, Florida Statutes, do make, subscribe, acknowledge and file in the office of the Secretary of State of the State of Florida these Articles of Incorporation and do respectfully agree to take the number of shares of stock as hereinabove set forth, and hereunto set our hands and affix our seals, this the 20 day of September, A. D. 1960.

James L. Trawick, Sr.	(SEAL)
Edwin C. Trawick	(SEAL)
Bonnie R. Trawick	(SEAL)
Eudene H. Trawick	(SEAL)

EX-3.48

Exhibit 3.48

ARTICLES OF INCORPORATION

OF

U G T I

I

The name of this corporation is U G T I.

II

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

The name and address in the State of California of this corporation’s initial agent for service of process is:

JAMES G. GERBLICK

2193 Portola, Suite A

Ventura, California 93003

IV

This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is 1,000.

DATED: 2-10-88	/s/ James G. Gerblick
	JAMES G. GERBLICK

I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed.

/s/ James G. Gerblick

JAMES G. GERBLICK

CERTIFICATE OF AMENDMENT OF THE

ARTICLES OF INCORPORATION OF

U G T I

A California Corporation

JAMES G. GERBLICK certifies that:

1. He is the President and Secretary, of U G T I, a California corporation.

2. Article IV of the Articles of Incorporation of the corporation is hereby amended in its entirety to read as follows;

“IV

“This corporation is authorized to issue 1,000,000 shares of common stock. On amendment of this Article to read as set forth above, each outstanding share of common stock is split up and converted into one thousand shares of common stock.”

3. The amendment has been approved by the Board of Directors.

4. The amendment has been approved by the required vote of the shareholders in accordance with section 211 of the California Corporations Code. The total number of outstanding shares entitled to vote with respect to the amendment was one hundred (100), the favorable vote of majority of such shares is required to approve the amendment and the number of such shares voting in favor of the amendment was one hundred (100), thus exceeding the required vote.

DATED: September 5, 1990	/s/ James G. Gerblick
	JAMES G. GERBLICK, President
DATED: September 5, 1990	/s/ James G. Gerblick
	JAMES G. GERBLICK, Secretary

The undersigned declares under penalty of perjury that the matters set forth in the foregoing Certificate are true and correct of his own knowledge and that this Certificate was executed on the 5th day of September, 1990, at Ventura, County of Ventura, California.

/s/ JAMES G. GERBLICK

JAMES G. GERBLICK

EX-3.50

Exhibit 3.50

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:00 PM 10/22/1998
981408263 – 2958392

CERTIFICATE OF INCORPORATION

OF

QUANTA VI ACQUISITION, INC.

The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter l, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:

FIRST: The name of the corporation (hereinafter called the “corporation”) is

Quanta VI Acquisition, Inc.

SECOND: The address, including street, number, city and county, of the registered office of the corporation in the State of Delaware is 9 East Loockerman Street, City of Dover, 19901, County of Kent, and the name of the registered agent of the corporation in the State of Delaware at such address is Capitol Services, Inc.

THIRD: The purpose of the corporation shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000). The par value of each such shares is $0.01. All such shares are of one class and are shares of Common Stock.

FIFTH: The corporation is to have perpetual existence.

SIXTH: The name and the mailing address of the incorporator are as follows:

Rebecca S. Buchanan

c/o Quanta Services Management Partnership, LP.

1360 Post Oak Blvd., Suite 2100

Houston, Texas 77056-3203

SEVENTH: The name and address of the person who is to serve as the initial director of the corporation until the first annual meeting of stockholders or until his or her successor is elected and qualified is:

Brad Eastman

c/o Quanta Services Management Partnership, LP.

1360 Post Oak Blvd., Suite 2100

Houston, Texas 77056-3203

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EIGHTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is farther provided:

1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the By-laws. The phrase “whole Board” and the phrase “total number of directors” shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies. No election of directors need be by written ballot.

2. After the original or other By-laws of the corporation have been adopted, amended or repealed, as the case may be, in accordance with the provisions of § 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend or repeal the By-laws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of § 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial By-law or in a By-law adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation.

3. Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder to notice of, and the right to vote at, any meeting of stockholders. Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of § 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.

NINTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of § 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of § 279 of Title 8 of the Delaware Code, Order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

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TENTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of § 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented. Any repeal or modification of this paragraph by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

ELEVENTH: The corporation shall, to the fullest extent permitted by the provisions of § 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all officers, directors or other persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

TWELFTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the matter and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article TWELFTH.

THIRTEENTH: This certificate of incorporation shall be effective upon its filing with the Secretary of State of the State of Delaware.

Signed on October 22,1998.

/s/ Rebecca S. Buchanan

Rebecca S. Buchanan, Incorporator

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CERTIFICATE OF MERGER

OF

VALVERDE COMMUNICATIONS, INC.

(a California corporation)

and

VCI TELCOM, INC.

(a California corporation)

with and into

QUANTA VI ACQUISITION, INC.

(a Delaware corporation)

Pursuant to Section 252 of the Delaware General Corporation Law (the “DGCL”), Quanta VI Acquisition, Inc., a Delaware corporation, does hereby certify the following for the purpose of merging the corporations listed:

1. The names and states of incorporation of the constituent corporations are as follows:

Name of Corportion	State
Valverde Communications, Inc. (“Valverde”)	California
VCI Telcom, Inc. (“VCI”)	California
Quanta VI Acquisition, Inc. (“Quanta VI”)	Delaware

2. The laws of the States of Delaware and California permit such merger.

3. An Acquisition Agreement and Plan of Reorganization, dated as of March 9, 1999 (the “Reorganization Agreement”), has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with Section 252 of the DGCL.

4. The executed Reorganization Agreement is on file at the principal place of business of the surviving corporation at 1360 Post Oak Blvd, Suite 2100, Houston, Texas 77056. A copy will be provided, upon request and without cost, to any stockholder of any constituent corporation.

5. The name of the surviving corporation is Quanta VI Acquisition, Inc., which surviving corporation shall be governed by the laws of the State of Delaware

6. The Certificate of Incorporation of Quanta VI Acquisition, Inc. shall be the Certificate of Incorporation of the surviving corporation, except that the Certificate of Incorporation of Quanta VI Acquisition, Inc., shall be amended as follows:

“FIRST. The name of the Corporation is VCI Telcom, Inc.”

7. The authorized capital stock of Valverde consists of 250,000 shares of Common Stock, no par value per share, and the authorized capital stock of VCI consists of 10,000 shares of Common Stock, no par value per share.

STATE OF DELAWARE
SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:30 PM 03/09/1999
991092221 – 2958392

8. The merger shall become effective upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware.

9. This Certificate of Merger may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, each of the undersigned corporation has caused this instrument to be executed by and on its behalf and in its corporate name as of March 9, 1999.

QUANTA VI ACQUISITION, INC., a Delaware corporation
By:	/s/ Brad Eastman
Name:	Brad Eastman
Title:	President

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State of Delaware

Secretary of State
Division of Corporations

Delivered 11:55 AM 12/23/2011

FILED 11:55 AM 12/23/2011
SRV 111333256 – 2958392 FILE

STATE OF DELAWARE

CERTIFICATE OF MERGER OF

W.C. COMMUNICATIONS, INC.

(a Delaware corporation)

INTO

VCI TELCOM, INC.

(a Delaware corporation)

Pursuant to Title 8, Section 251(c) of the Delaware General Corporation Law (the “DGCL”), the undersigned corporation executed the following Certificate of Merger and does hereby certify that:

FIRST: The name of the surviving corporation is VCI Telcom, Inc., a Delaware corporation, and the name of the corporation being merged into this surviving corporation is W.C. Communications, Inc., a Delaware corporation.

SECOND: The Agreement and Plan of Merger between the constituent entities (the “Merger Agreement”) has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with Section 251(c) of the DGCL.

THIRD: The surviving corporation is VCI Telcom, Inc.

FOURTH: The Certificate of Incorporation of VCI Telecom, Inc. shall be the Certificate of Incorporation of the surviving corporation with the following amendment:

The Certificate of Incorporation of the Corporation be amended by deleting and replacing in its entirety the Article thereof numbered “First” so that, as amended and replaced, such Article shall be and read as follows:

“FIRST: The name of the corporation (hereinafter called the “corporation”) is VCI Construction, Inc.”

FIFTH: The merger and concurrent name change shall become effective on December 31, 2011 at 11:59 p.m. Eastern time.

SIXTH: The executed Merger Agreement is on file at 2800 Post Oak Blvd., Ste. 2600, Houston, TX 77056, an office of the surviving corporation.

SEVENTH: A copy of the executed Merger Agreement will be furnished by the surviving corporation, on request and without cost, to any stockholder of the surviving corporation or the merging corporation.

IN WITNESS WHEREOF, said surviving corporation has caused this Certificate of Merger to be signed by an authorized officer this 13th day of December, 2011.

VCI TELCOM, INC.
By:	/s/ Carolyn M. Campbell
	Name: Carolyn M. Campbell Title: Vice President

EX-3.51

Exhibit 3.51

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:32 PM 11/01/2012

FILED 05:27 PM 11/01/2012

SRV 121188265 – 5236008 FILE

CERTIFICATE OF INCORPORATION

OF

VCI UTILITY SERVICES, INC.

THE UNDERSIGNED, acting as the incorporator of a corporation under and in accordance with the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended from time to time (the “DGCL”), hereby adopts the following Certificate of Incorporation (this “Certificate”) for such corporation:

ARTICLE I

NAME

The name of the corporation is VCI Utility Services, Inc. (the “Corporation”).

ARTICLE II

DURATION

The Corporation will have perpetual existence.

ARTICLE III

PURPOSE

The purpose for which the Corporation is organized is the transaction of any or all lawful business for which corporations may be incorporated under the DGCL.

ARTICLE IV

CAPITALIZATION

The Corporation is authorized to issue one class of capital stock to be designated “Common Stock.” The total number of shares of “Common Stock” that the Corporation is authorized to issue is 1,000 shares, par value $0.001 per share (the “Common Stock”).

ARTICLE V

REGISTERED AGENT

The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle; and the name of the registered agent of the corporation in the State of Delaware at such address is Corporation Service Company.

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ARTICLE VI

INCORPORATOR

The name and the mailing address of the incorporator are as follows:

NAME	MAILING ADDRESS
Brett A. Schrader	2800 Post Oak Blvd. Suite 2600 Houston, TX 77056

ARTICLE VII

INITIAL DIRECTORS

Upon the filing of this Certificate, the powers of the incorporator shall terminate and the following persons will thereupon serve as the initial directors of the Corporation, in each case, until the earlier of such director’s death, resignation, removal or until the first annual meeting of stockholders and such director’s successor is duly elected and qualified:

NAME	ADDRESS
Brett A. Schrader	2800 Post Oak Blvd. Suite 2600 Houston, TX 77056
Nicholas M. Grindstaff	2800 Post Oak Blvd. Suite 2600 Houston, TX 77056
Peter B. O’Brien	2800 Post Oak Blvd. Suite 2600 Houston, TX 77056

ARTICLE VIII

MANAGEMENT OF CORPORATION

For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

Section 8.1 Board of Directors.

(a) Board Powers. The business and affairs of the Corporation shall be managed by, or under the direction of, the board of directors of the Corporation (the “Board”). In addition to the powers and authority expressly conferred upon the Board by statute, this Certificate or the Bylaws of the Corporation (the “Bylaws”), the Board is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Certificate and any Bylaws adopted by the stockholders; provided, however, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted.

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(b) Size of Board. The number of directors that shall constitute the whole Board shall be fixed by, or in the manner provided in, the Bylaws. The phrase “whole Board” and the phrase “total number of directors” shall be deemed to have the same meaning, to wit, the total number of directors which the Corporation would have if there were no vacancies.

(c) Election of Directors. Unless and except to the extent that the Bylaws shall so require, the election of directors need not be by written ballot.

Section 8.2 Bylaws. In furtherance and not in limitation of the powers conferred upon it by law, the Board shall have the power to adopt, amend, alter or repeal the Bylaws in accordance with the DGCL. The Bylaws may also be adopted, amended, altered or repealed by the stockholders in accordance with the DGCL.

Section 8.3 Meetings of Stockholders. Each outstanding share of Common Stock shall entitle the holder to notice of, and the right to vote at, any meeting of stockholders. The holders of shares of Common Stock shall be entitled to one vote for each such share on each matter properly submitted to the stockholders on which the holders of shares of Common Stock are entitled to vote. Except as otherwise required by law or this Certificate, at any annual or special meeting of the stockholders, the Common Stock shall have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders.

ARTICLE IX

COMPROMISE OR ARRANGMENT

WITH CREDITORS AND/OR STOCKHOLDERS

Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under the provisions of § 291 of the DGCL or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of § 279 of the DGCL, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

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ARTICLE X

LIMITED LIABILITY; INDEMNIFICATION

Section 10.1 Limitation of Liability. No person who is or was a director of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for an act or omission in such person’s capacity as a director of the Corporation, except to the extent such exemption from liability or limitation thereof is not permitted by applicable law, as the same exists or hereafter may be changed. If applicable law is hereafter changed to authorize corporate action further limiting or eliminating the liability of directors, then the liability of a director to the Corporation or its stockholders shall be limited or eliminated to the fullest extent permitted by applicable law, as so changed. Any repeal or amendment of this Section 10.1 by the stockholders of the Corporation or by changes in law, or the adoption of any other provision of these Articles inconsistent with this Section 10.1 will, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the Corporation to further limit or eliminate the liability of directors) and shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or amendment or adoption of such inconsistent provision with respect to acts or omissions occurring prior to such repeal or amendment or adoption of such inconsistent provision.

Section 10.2 Indemnification.

(a) Right to Indemnification. Each person who was or is a party or is threatened to be made a party to, or testifies or otherwise participates in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding (any of the foregoing hereinafter called a “proceeding”), whether or not by or in the right of the Corporation, by reason of the fact that such person is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, proprietorship, trust, employee benefit plan, other enterprise or other entity (hereinafter a “Covered Person”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified by the Corporation to the fullest extent authorized or permitted by applicable law, as the same exists or may hereafter be changed, against all judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses (including attorneys’ fees and court costs) actually incurred by such person in connection with such proceeding, and such right to indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall indemnify a Covered Person in connection with a proceeding (or part thereof) initiated by such Covered Person only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred by this Section 10.2 shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any such proceeding in advance of its final disposition.

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(b) Cumulative Rights. The rights conferred on any Covered Person by this Section 10.2 shall not be exclusive of any other rights which any Covered Person may have or hereafter acquire under law, this Certificate, the Bylaws, an agreement, vote of stockholders or disinterested directors, or otherwise.

(c) Change in Rights. Any repeal or amendment of this Section 10.2 by the stockholders of the Corporation or by changes in law, or the adoption of any other provision of this Certificate inconsistent with this Section 10.2, will, unless otherwise required by law, be prospective only (except to the extent such amendment, change in law or adoption permits the Corporation to provide broader indemnification rights on a retroactive basis than permitted prior thereto), and will riot in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision in respect of any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.

(d) No Limitations. This Section 10.2 shall not limit the right of the Corporation, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other than Covered Persons.

ARTICLE XI

AMENDMENT OF CERTIFICATE OF INCORPORATION

The Corporation reserves the right at any time, from time to time, to amend, alter, change or repeal any provision contained in this Certificate and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by this Certificate, the Bylaws or the DGCL; and, except as set forth in Article X all rights, preferences and privileges herein conferred upon stockholders, directors or any other persons by and pursuant to this Certificate in its present form or as hereafter amended are granted subject to the right reserved in this Article.

ARTICLE XII

EFFECTIVENESS OF CERTIFICATE OF INCORPORATION

This Certificate shall be effective upon its filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the incorporator has caused this Certificate of Incorporation to be duly executed on the 1^st day of November, 2012.

INCORPORATOR:

/s/ Brett A. Schrader

Brett A. Schrader, Incorporator

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EX-3.52

Exhibit 3.52

AGREEMENT OF LIMITED LIABILITY COMPANY

OF

[NAME OF ENTITY]

A DELAWARE LIMITED LIABILITY COMPANY

                    , a Delaware [corporation/limited liability company] (the “Member”) desires hereby to form a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. (the “Act”), and hereby declares the following to be the Limited Liability Company Agreement of such limited liability company:

1. Name. The name of the limited liability company formed hereby (the “Company”) is                     . The Board of Directors (as hereinafter defined) may change the name of the Company upon ten (10) business days’ notice to the Member.

2. Purpose and Powers. The purpose of the Company is to engage in any activity for which limited liability companies may be organized in the State of Delaware. The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

3. Term. The term of the Company commenced on the date hereof, being the date the Certificate of Formation of the Company was filed at the Office of the Secretary of State of the State of Delaware, and shall continue until the winding up and liquidation of the Company is completed and its business is terminated following a dissolution event, as provided in Section 15 hereof.

4. Registered Office. The registered office of the LLC in the State of Delaware is located at                     .

5. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware are                     , or any successor as appointed by the Board of Directors.

6. Admission of Member. Simultaneously with the execution and delivery of this Agreement and the filing of the Certificate of Formation with the Office of the Secretary of State of the State of Delaware,                      is admitted as the sole Member of the Company in respect of the Interest (as hereinafter defined) being acquired hereunder.

7. Interest. The Company shall be authorized to issue a single class of Limited Liability Company Interest (as defined in the Act, the “Interest”) that shall not be certificated, and shall include any and all benefits to which the holder of such Interest may be entitled in this Agreement, together with all obligations of such person to comply with the terms and provisions of this Agreement. Simultaneously with the execution of this Agreement, the sole Interest of the Company is hereby issued to the Member.

8. Capital Subscriptions. The Member may contribute to the Company such money or property as it shall from time to time decide.

9. Tax Characterization and Returns. It is the intention of the Member that the Company be disregarded for federal and all relevant state income tax purposes and that the activities of the Company be deemed to be activities of the Member for such purposes. All provisions of the Company’s Certificate of Formation and this Agreement are to be construed so as to preserve that tax status. The Board of Directors is hereby authorized to file any necessary elections with any tax authorities and shall be required to file any necessary tax returns on behalf of the Company with any such tax authorities.

10. Management.

a. Board of Directors. The management of the Company shall be vested in a Board of Directors (the “Board of Directors”) elected by the Member. The total number of members on the Board of Directors (the “Directors”) shall initially be three unless otherwise fixed at a different number by an amendment hereto or a resolution signed by the Member. The Member hereby elects as the Directors of the Company the individuals set forth on Exhibit A attached hereto, who shall serve until their respective successors are elected and qualified. A Director shall remain in office until removed by a written instrument signed by the Member or until such Director resigns in a written instrument delivered to the Member or such Director dies or is unable to serve. In the event of any such vacancy, the Member may fill the vacancy. Each Director shall have one (1) vote. Except as otherwise provided in this Agreement, the Board of Directors shall act by the affirmative vote of a majority of the total number of Directors. Each Director shall perform his or her duties as such in good faith, in a manner he reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. A person who so performs his duties shall not have any liability by reason of serving or having served as a Director. A Director shall not be liable under a judgment, decree or order of court, or in any other manner, for a debt, obligation or liability of the Company.

b. Meetings and Powers of Board of Directors. The Board of Directors shall establish meeting times, dates and places and requisite notice requirements and adopt rules or procedures consistent with the terms of this Agreement. Any action required to be taken at a meeting of the Board of Directors or any action that may be taken at a meeting of the Board of Directors, may be taken at a meeting held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at such meeting. Notwithstanding anything to the contrary in this Section 10, the Board of Directors may take without a meeting any action that may be taken by the Board of Directors under this Agreement if such action is approved by the unanimous written consent of the Directors.

Except as otherwise provided in this Agreement, all powers to manage the business and affairs of the Company shall be exclusively vested in the Board of Directors and the Board of Directors may exercise all powers of the Company and do all such lawful acts as are not by statute, the Certificate of Formation or this Agreement directed or required to be exercised or

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done by the Member and in so doing shall have the right and authority to take all actions which the Board of Directors deems necessary, useful or appropriate for the management and conduct of the business of the Company; provided, however, that the Member may amend this Agreement at any time and thereby broaden or limit the Board of Directors’ power and authority.

c. Officers. The Company shall have officers who are appointed by the Board of Directors. The officers of the Company may include a President, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. The officers of the Company shall be as set forth on Exhibit B attached hereto. The powers and duties of the officers shall be as follows:

The President. The President shall have, subject to the supervision, direction and control of the Board of Directors, the general powers and duties of supervision, direction and management of the affairs and business of the Company usually vested in the president of a corporation, including, without limitation, all powers necessary to direct and control the organizational and reporting relationships within the Company.

The Vice Presidents. Each Vice President shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors or the President.

The Secretary. The Secretary shall attend meetings of the Board of Directors and meetings of the Member and record all votes and minutes of all such proceedings in a book kept for such purpose. He or she shall have all such further powers and duties as generally are incident to the position of a secretary of a corporation or as may from time to time be assigned to him or her by the Board of Directors or the President.

The Assistant Secretaries. Each Assistant Secretary shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors, the President, or the Secretary.

The Treasurer. The Treasurer shall have custody of the Company’s funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit or cause to be deposited moneys or other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board of Directors. The Treasurer shall also maintain adequate records of all assets, liabilities, and transactions of the Company and shall see that adequate audits thereof are currently and regularly made. The Treasurer shall have such other powers and perform such other duties that generally are incident to the position of a treasurer of a corporation or as may from time to time be assigned to him or her by the Board of Directors or the President.

The Assistant Treasurers. Each Assistant Treasurer shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors, the President, or the Treasurer.

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Each of the officers and Directors of the Company shall be an “authorized person” within the meaning of the Act for purposes of executing and filing the Certificate of Formation of the Company.

d. Indemnification of the Member, Directors and Officers.

(1) Indemnification. The Company shall indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter, a “Proceeding”), by reason of the fact that such person is or was a Member, Director or Officer of the Company, or is or was serving at the request of the Company as a Director or Officer of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise. The Company may indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made party to any Proceeding, by reason of the fact that such person is or was an employee or agent of the Company, or is or was serving at the request of the Company as an employee or agent of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise.

(2) Advancement of Expenses. With respect to any person made or threatened to be made a party to any threatened, pending, or completed Proceeding, by reason of the fact that such person is or was a Member, Director or Officer of the Company, the Company shall pay the expenses (including attorneys’ fees) incurred by such person in defending any such Proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that the payment of expenses (including attorneys’ fees) incurred by such person in advance of the final disposition of such Proceeding shall be made only upon receipt of an undertaking (hereinafter an “undertaking”) by such person to repay all amounts advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such person is not entitled to be indemnified for such expenses under this Section 10 or otherwise; and further provided that with respect to a Proceeding initiated against the Company by a Member, Director or Officer of the Company (including a person serving at the request of the Company as a director or officer of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise), such Member, Director or Officer shall be entitled under this Section to the payment of expenses (including attorneys’ fees) incurred by such person in defending any counterclaim, cross-claim, affirmative defense, or like claim of the Company in connection with such Proceeding in advance of the final disposition of such proceeding only if such proceeding was authorized by the Board of Directors of the Company. With respect to any person made or threatened to be made a party to any Proceeding, by reason of the fact that such person is or was an employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise, the Company may, in its discretion and upon such terms and conditions, if any, as the Company deems appropriate, pay the expenses (including attorneys’ fees) incurred by such person in defending any such Proceeding in advance of its final disposition.

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(3) Claims. With respect to any person made or threatened to be made a party to any Proceeding, by reason of the fact that such person is or was a Member, Director or Officer of the Company, or is or was serving at the request of the Company as a director or officer of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise, the rights to indemnification and to the advancement of expenses conferred in subsections (1) and (2) above shall be contract rights. If a claim under subsection (1) or (2) above with respect to such rights is not paid in full by the Company within sixty days after a written demand has been received by the Company, except in the case of a claim for an advancement of expenses by an Officer, Director or Member of the Company, in which case the applicable period shall be twenty days, the person seeking to enforce a right to indemnification or an advancement of expenses hereunder may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the person seeking to enforce a right to indemnification or an advancement of expenses hereunder or the person from whom the Company seeks to recover an advancement of expenses shall also be entitled to be paid the expenses (including attorneys’ fees) of prosecuting or defending such suit. In any suit brought by a person seeking to enforce a right to indemnification hereunder (but not in a suit brought by a person seeking to enforce a right to an advancement of expenses hereunder) it shall be a defense that the person seeking to enforce a right to indemnification has not met any applicable standard for indemnification under applicable law. In any suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such expenses upon a final adjudication that the person from whom the Company seeks to recover an advancement of expenses has not met any applicable standard for indemnification under applicable law. With respect to any suit brought by a person seeking to enforce a right to indemnification hereunder (including any suit seeking to enforce a right to the advancement of expenses hereunder) or any suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, neither the failure of the Company to have made a determination prior to commencement of such suit that indemnification of such person is proper in the circumstances because such person has met the applicable standards of conduct under applicable law, nor an actual determination by the Company that such person has not met such applicable standards of conduct, shall create a presumption that such person has not met the applicable standards of conduct or, in a case brought by such person seeking to enforce a right to indemnification, be a defense to such suit. In any suit brought by a person seeking to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the person seeking to enforce a right to indemnification or to an advancement of expenses or the person from whom the Company seeks to recover an advancement of expenses is not entitled to be indemnified, or to such an advancement of expenses, under this Section 10 or otherwise shall be on the Company.

(4) Non-exclusive Rights. The indemnification and advancement of expenses provided in this Section 10 shall not be deemed exclusive of any other rights to which any person indemnified may be entitled under any agreement or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall

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continue as to a person who has ceased to be such Member, Director, Officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

(5) Insurance. The Company may purchase and maintain insurance on behalf of any person who is or was a Member, Director, Officer, employee, or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of this Section 10 or otherwise.

e. Rights and Powers of the Member. The Member shall not have any right or power to take part in the management or control of the Company or its business and affairs or to act for or bind the Company in any way. Notwithstanding the foregoing, the Member has all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the Act. The Member has no voting rights except with respect to those matters specifically set forth in this Agreement and, to the extent not inconsistent herewith, as required in the Act. Notwithstanding any other provision of this Agreement, no action may be taken by the Company (whether by the Board of Directors, Officers, or otherwise) in connection with any of the following matters without the written consent of the Member:

(1) the dissolution or liquidation, in whole or in part, of the Company, or the institution of proceedings to have the Company adjudicated bankrupt or insolvent;

(2) the filing of a petition seeking or consenting to reorganization or relief under any applicable federal or state bankruptcy law;

(3) consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property;

(4) the merger of the Company with any other entity;

(5) the sale of all or substantially all of the Company’s assets; or

(6) the amendment of this Agreement.

11. Distributions. The Board of Directors may cause the Company to distribute any cash held by it which is neither reasonably necessary for the operation of the Company nor in violation of Sections 18-607 or 18-804 of the Act to the Member at any time.

12. Assignments. The Member may assign all or any part of its Interest in the sole discretion of the Member. Any transferee of all or any portion of an Interest shall automatically be deemed admitted to the Company as a substituted Member in respect of the Interest or such portion thereof transferred by the transferring Member and the transferring Member shall be deemed withdrawn in respect of such Interest or portion thereof; provided, in any event, that the

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transferee must agree in a document or instruction reasonably acceptable to the Board of Directors to be bound by the terms of this Agreement.

13. Withdrawal. The Member may withdraw from the Company at any time. Upon any such permitted withdrawal, the withdrawing Member shall receive the fair value of its Interest, determined as of the date it ceases to be a Member.

14. Additional Members. Additional Persons may be admitted as Members in the Company only with the consent of the Member.

15. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the earliest to occur of (a) the decision of the Member, or (b) an event of dissolution of the Company under the Act; provided, however, that ninety (90) days following any event terminating the continued membership of the Member, if the Personal Representative (as defined in the Act) of the Member agrees in writing to continue the Company and to admit itself or some other person as a member of the Company effective as of the date of the occurrence of the event that terminated the continued membership the Member, then the Company shall not be dissolved and its affairs shall not be wound up.

16. Distributions upon Dissolution. Upon the occurrence of an event set forth in Section 15 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and the Member, and the Member, the Board of Directors, and the Officers shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member, the Board of Directors, and the Officers until such time as the property of the Company has been distributed pursuant to this Section 16 and the Certificate of Formation has been cancelled pursuant to the Act. The Board of Directors shall be responsible for overseeing the winding up and dissolution of the Company. Upon the occurrence of an event set forth in Section 15 hereof, the Board of Directors shall take full account of the Company’s liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefore, to be applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company’s creditors to the extent required by Section 18-804 of the Act.

17. Certificate of Cancellation. Upon completion of the winding up and liquidation of the Company in accordance with Section 16 hereof, any Director or Officer shall promptly cause to be executed and filed a Certificate of Cancellation in accordance with the Act and the laws of any other jurisdictions in which the Board of Directors deems such or any similar filing to be necessary or advisable.

18. Compensation. No Member, Director or Officer shall receive compensation for services rendered to the Company. The Company shall reimburse the Member, any Director or any Officer for all expenses incurred and paid by any of them in the organization of the Company and in the conduct of the Company’s business. The Board of Director’s sole

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determination of which expenses are allocated to and reimbursed as a result of the Company’s activities or business and the amount of such expenses shall be conclusive. Such reimbursement shall be treated as expenses of the Company.

19. Limited Liability. No Member, Director or Officer shall have any liability for the obligations of the Company except to the extent required by the Act.

20. Amendment. This Agreement may be amended only in a writing signed by the Member.

21. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICTS OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.

22. Severability. Except as otherwise provided in the succeeding sentence, every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement. The preceding sentence shall be of no force or effect if the consequence of enforcing the remainder of this Agreement without such illegal or invalid term or provision would be to cause any party to lose the benefit of its economic bargain.

23. Consent to Jurisdiction Provision. The Member hereby (i) irrevocably submits to the non-exclusive jurisdiction of any Delaware State court or Federal court sitting in Wilmington, Delaware in any action arising out of this Agreement, and (ii) consents to the service of process by mail. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect its right to bring any action in any other court.

24. Relationship between the Agreement and the Act. Regardless of whether any provision of this Agreement specifically refers to particular Default Rules, (a) if any provision of this Agreement conflicts with a Default Rule, the provision of this Agreement controls and the Default Rule is modified or negated accordingly, and (b) if it is necessary to construe a Default Rule as modified or negated in order to effectuate any provision of this Agreement, the Default Rule is modified or negated accordingly. For purposes of this Section 24, “Default Rule” shall mean a rule stated in the Act that applies except to the extent it is negated or modified through the provisions of a limited liability company’s Certificate of Formation or operating agreement.

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IN WITNESS WHEREOF, the undersigned has caused this Agreement of Limited Liability Company to be executed as of the          day of                     .

[MEMBER]
By:
	Name:
	Title:

EX-3.53

Exhibit 3.53

[CORPORATION NAME]

ARTICLE I

OFFICES

Section 1.    Registered Office.     The registered office of the Corporation shall be in the State of [STATE].

Section 2.    Other Offices.    The Corporation may also have offices at such other place or places, both within and without the State of [STATE], as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.    Time and Place of Meetings.    All meetings of the stockholders for the election of directors shall be held at such time and place, either within or without the State of [STATE], as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of [STATE], as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.    Annual Meetings.    Annual meetings of stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meeting the stockholders shall elect by a plurality vote a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3.    Notice of Annual Meetings.    Written notice of the annual meeting, stating the place, date, and hour of the meeting, shall be given to each stockholder of record entitled to vote at such meeting not less than 10 or more than 60 days before the date of the meeting.

Section 4.    Special Meetings.    Special meetings of the stockholders for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called at any time by order of the Board of Directors and shall be called by the Chairman of the Board, the President, or the Secretary at the request in writing of the holders of not less than ten percent (10%) of the voting power represented by all the shares issued, outstanding and entitled to be voted at the proposed special meeting, unless the Certificate of Incorporation provides for a different percentage, in which event such provision of the Certificate of Incorporation shall govern. Such request shall state the purpose or purposes of the proposed special meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 5.    Notice of Special Meetings.    Written notice of a special meeting, stating the place, date, and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given to each stockholder of record entitled to vote at such meeting not less than 10 or more than 60 days before the date of the meeting.

Section 6.    Quorum.    Except as otherwise provided by statute or the Certificate of Incorporation, the holders of stock having a majority of the voting power of the stock entitled to be voted thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time without notice (other than announcement at the meeting at which the adjournment is taken of the time and place of the adjourned meeting) until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 7.    Organization.    At each meeting of the stockholders, the Chairman of the Board or the President, determined as provided in Article V of these By-Laws, or if those officers shall be absent therefrom, another officer of the Corporation chosen as chairman present in person or by proxy and entitled to vote thereat, or if all the officers of the Corporation shall be absent therefrom, a stockholder holding of record shares of stock of the Corporation so chosen, shall act as chairman of the meeting and preside thereat. The Secretary, or if he shall be absent from such meeting or shall be required pursuant to the provisions of this Section 7 to act as chairman of such meeting, the person (who shall be an Assistant Secretary, if an Assistant Secretary shall be present thereat) whom the chairman of such meeting shall appoint, shall act as secretary of such meeting and keep the minutes thereof.

Section 8.    Voting.    Except as otherwise provided in the Certificate of Incorporation, each stockholder shall, at each meeting of the stockholders, be entitled to one vote in person or by proxy for each share of stock of the Corporation held by him and registered in his name on the books of the Corporation on the date fixed pursuant to the provisions of Section 5 of Article VII of these By-Laws as the record date for the determination of stockholders who shall be entitled to notice of and to vote at such meeting. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held directly or indirectly by the Corporation, shall not be entitled to vote. Any vote by stock of the Corporation may be given at any meeting of the stockholders by the stockholder entitled thereto, in person or by his proxy appointed by an instrument in writing subscribed by such stockholder or by his attorney thereunto duly authorized and delivered to the Secretary of the Corporation or to the secretary of the meeting; provided, however, that no proxy shall be voted or acted upon after three years from its date, unless said proxy shall provide for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise made irrevocable by law. At all meetings of the stockholders all matters, except where other provision is made by law, the Certificate of Incorporation, or these By-Laws, shall be decided by the vote of a majority of the votes cast by the stockholders present in person or by proxy and entitled to vote thereat, a quorum being present. Unless demanded by a stockholder of the Corporation present in person or by proxy at any meeting of the stockholders and entitled to vote thereat, or so directed by the chairman of the meeting, the vote thereat on any question other than the election or removal of directors need not be by written ballot. Upon a demand of any such stockholder for a vote by

written ballot on any question or at the direction of such chairman that a vote by written ballot be taken on any question, such vote shall be taken by written ballot. On a vote by written ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and shall state the number of shares voted.

Section 9.    List of Stockholders.    It shall be the duty of the Secretary or other officer of the Corporation who shall have charge of its stock ledger, either directly or through another officer of the Corporation designated by him or through a transfer agent appointed by the Board of Directors, to prepare and make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote thereat, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days before said meeting_, either at a place within the city where said meeting is to be held, which place shall be specified in the notice of said meeting, or, if not so specified, at the place where said meeting is to be held. The list shall also be produced and kept at the time and place of said meeting during the whole time thereof, and may be inspected by any stockholder of record who shall be present thereat. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, such list or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 10.    Inspectors of Votes.    At each meeting of the stockholders, the chairman of such meeting may appoint two Inspectors of Votes to act thereat, unless the Board of Directors shall have theretofore made such appointments. Each Inspector of Votes so appointed shall first subscribe an oath or affirmation faithfully to execute the duties of an Inspector of Votes at such meeting with strict impartiality and according to the best of his ability. Such Inspectors of Votes, if any, shall take charge of the ballots, if any, at such meeting and, after the balloting thereat on any question, shall count the ballots cast thereon and shall make a report in writing to the secretary of such meeting of the results thereof. An Inspector of Votes need not be a stockholder of the Corporation, and any officer of the Corporation may be an Inspector of Votes on any question other than a vote for or against his election to any position with the Corporation or on any other question in which he may be directly interested.

Section 11.    Actions Without a Meeting.    Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereat were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

BOARD OF DIRECTORS

Section 1.    Powers.    The business and affairs of the Corporation shall be managed by its Board of Directors, which shall have and may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, the Certificate of Incorporation, or these By-Laws directed or required to be exercised or done by the stockholders.

Section 2.    Number, Qualification, and Term of Office.    The number of directors which shall constitute the whole Board of Directors shall not be less than one (1). Within the limits above specified, the number of directors which shall constitute the whole Board of Directors shall be determined by resolution of the Board of Directors or by the stockholders at any annual or special meeting or otherwise pursuant to action of the stockholders. Directors need not be stockholders. The directors shall be elected at the annual meeting of the stockholders, except as provided in Sections 4 and 5 of this Article III, and each director elected shall hold office until the annual meeting next after his election and until his successor is duly elected and qualified, or until his death or retirement or until he resigns or is removed in the manner hereinafter provided. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy and entitled to vote on the election of directors at any annual or special meeting of stockholders. Such election shall be by written ballot.

Section 3.    Resignations.    Any director may resign at any time by giving written notice of his resignation to the Corporation. Any such resignation shall take effect at the time specified therein, or if the time when it shall become effective shall not be specified therein, then it shall take effect immediately upon its receipt by the Secretary. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.    Removal of Directors.    Any director may be removed, either with or without cause, at any time, by the affirmative vote by written ballot of a majority in voting interest of the stockholders of record of the Corporation entitled to vote, given at an annual meeting or at a special meeting of the stockholders called for that purpose. The vacancy in the Board of Directors caused by any such removal shall be filled by the stockholders at such meeting or, if not so filled, by the Board of Directors as provided in Section 5 of this Article III.

Section 5.    Vacancies.    Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the annual meeting next after their election and until their successors are elected and qualified, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

MEETINGS OF THE BOARD OF DIRECTORS

Section 6.    Place of Meetings.    The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of [STATE].

Section 7.    Annual Meetings.    The first meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of stockholders, and no notice

of such meeting to the newly elected directors shall be necessary in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held immediately following the annual meeting of stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

Section 8.    Regular Meetings.    Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors.

Section 9.    Special Meetings: Notice.     Special meetings of the Board of Directors may be called by the Chairman of the Board, the President, or the Secretary on 24 hours’ notice to each director, either personally or by telephone or by mail, telegraph, telex, cable, wireless, or other form of recorded communication; special meetings shall be called by the Chairman of the Board, the President, or the Secretary in like manner and on like notice on the written request of two directors. Notice of any such meeting need not be given to any director, however, if waived by him in writing or by telegraph, telex, cable, wireless, or other form of recorded communication, or if he shall be present at such meeting.

Section 10.    Quorum and Manner of Acting.    At all meetings of the Board of Directors, a majority of the directors at the time in office (but not less than one-third of the whole Board of Directors) shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 11.    Remuneration.    Unless otherwise expressly provided by resolution adopted by the Board of Directors, none of the directors shall, as such, receive any stated remuneration for his services; but the Board of Directors may at any time and from time to time by resolution provide that a specified sum shall be paid to any director of the Corporation, either as his annual remuneration as such director or member of any committee of the Board of Directors or as remuneration for his attendance at each meeting of the Board of Directors or any such committee. The Board of Directors may also likewise provide that the Corporation shall reimburse each director for any expenses paid by him on account of his attendance at any meeting. Nothing in this Section 11 shall be construed to preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor.

COMMITTEES OF DIRECTORS

Section 12.    Executive Committee: How Constituted and Powers.    The Board of Directors may in its discretion, by resolution passed by a majority of the whole Board of Directors, designate an Executive Committee consisting of one or more of the directors of the Corporation. Subject to the provisions of the laws of the State of [STATE], the Certificate of Incorporation, and these By-Laws, the Executive Committee shall have and may exercise, when the Board of Directors is not in session, all the powers and authority of the Board of Directors in

the management of the business and affairs of the Corporation, and shall have the power to authorize the seal of the Corporation to be affixed to all papers which may require it; but the Executive Committee shall not have the power to fill vacancies in the Board of Directors, the Executive Committee, or any other committee of directors or to elect or approve officers of the Corporation. The Executive Committee shall have the power and authority to authorize the issuance of common stock and grant and authorize options and other rights with respect to such issuance. The Board of Directors shall have the power at any time, by resolution passed by a majority of the whole Board of Directors, to change the membership of the Executive Committee, to fill all vacancies in it, or to dissolve it, either with or without cause.

Section 13.    Organization.    The Chairman of the Executive Committee, to be selected by the Board of Directors, shall act as chairman at all meetings of the Executive Committee and the Secretary shall act as secretary thereof. In case of the absence from any meeting of the Executive Committee of the Chairman of the Executive Committee or the Secretary, the Executive Committee may appoint a chairman or secretary, as the case may be, of the meeting.

Section 14.    Meetings.    Regular meetings of the Executive Committee, of which no notice shall be necessary, may be held on such days and at such places, within or without the State of [STATE], as shall be fixed by resolution adopted by a majority of the Executive Committee and communicated in writing to all its members. Special meetings of the Executive Committee shall be held whenever called by the Chairman of the Executive Committee or a majority of the members of the Executive Committee then in office. Notice of each special meeting of the Executive Committee shall be given by mail, telegraph, telex, cable, wireless, or other form of recorded communication or be delivered personally or by telephone to each member of the Executive Committee not later than the day before the day on which such meeting is to be held. Notice of any such meeting need not be given to any member of the Executive Committee, however, if waived by him in writing or by telegraph, telex, cable, wireless, or other form of recorded communication, or if he shall be present at such meeting; and any meeting of the Executive Committee shall be a legal meeting without any notice thereof having been given, if all the members of the Executive Committee shall be present thereat. Subject to the provisions of this Article III, the Executive Committee, by resolution adopted by a majority of the whole Executive Committee, shall fix its own rules of procedure.

Section 15.    Quorum and Manner of Acting.    A majority of the Executive Committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at a meeting thereof at which a quorum is present shall be the act of the Executive Committee.

Section 16.    Other Committees.    The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more other committees consisting of one or more directors of the Corporation, which, to the extent provided in said resolution or resolutions, shall have and may exercise, subject to the provisions of the laws of the State of [STATE], and the Certificate of Incorporation and these By-Laws, the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and shall have the power to authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power to fill vacancies in the Board of Directors, the Executive Committee, or any other committee or in their respective

membership, to appoint or remove officers of the Corporation, or to authorize the issuance of shares of the capital stock of the Corporation, except that such a committee may, to the extent provided in said resolutions, grant and authorize options and other rights with respect to the common stock of the Corporation pursuant to and in accordance with any plan approved by the Board of Directors. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. A majority of all the members of any such committee may determine its action and fix the time and place of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time.

Section 17.    Alternate Members of Committees.    The Board of Directors may designate one or more directors as alternate members of the Executive Committee or any other committee, who may replace any absent or disqualified member at any meeting of the committee, or if none be so appointed, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Section 18.    Minutes of Committees.    Each committee shall keep regular minutes of its meetings and proceedings and report the same to the Board of Directors at the next meeting thereof.

GENERAL

Section 19.    Actions Without a Meeting.    Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board of Directors or the committee.

Section 20.    Presence at Meetings by Means of Communications Equipment.    Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting conducted pursuant to this Section 20 shall constitute presence in person at such meeting.

ARTICLE IV

NOTICES

Section 1.    Type of Notice.    Whenever, under the provisions of any applicable statute, the Certificate of Incorporation, or these By-Laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, in person or by mail, addressed to such director or stockholder, at his address as it

appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given in any manner permitted by Article III hereof and shall be deemed to be given at the time when first transmitted by the method of communication so permitted.

Section 2.    Waiver of Notice.    Whenever any notice is required to be given under the provisions of any applicable statute, the Certificate of Incorporation, or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto, and transmission of a waiver of notice by a director or stockholder by mail, telegraph, telex, cable, wireless, or other form of recorded communication may constitute such a waiver,

Section 3.    When Notice Unnecessary.    Whenever, under the provisions of the laws of the State of [STATE], the Certificate of Incorporation or these By-Laws, any notice is required to be given to any stockholder, such notice need not be given to the stockholder if:

(a)    notice of two consecutive annual meetings and all notices of meetings held during the period between those annual meetings, if any, or

(b)    all (but in no event less than two) payments (if sent by first class mail) of distributions or interest on securities during a 12-month period,

have been mailed to that person, addressed at his address as shown on the records of the Corporation, and have been returned undeliverable. Any action or meeting taken or held without notice to such a person shall have the same force and effect as if the notice had been duly given. If such a person delivers to the Corporation a written notice setting forth his then current address, the requirement that notice be given to that person shall be reinstated.

ARTICLE V

OFFICERS

Section 1.    General.    The elected officers of the Corporation shall be a President and a Secretary. The Board of Directors may also elect or appoint a Chairman of the Board, one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, a Controller, one or more Assistant Controllers, and such other officers and agents as may be deemed necessary or advisable from time to time, all of whom shall also be officers. Two or more offices may be held by the same person.

Section 2.    Election or Appointment.    The Board of Directors at its annual meeting shall elect or appoint, as the case may be, the officers to fill the positions designated in or pursuant to Section 1 of this Article V. Officers of the Corporation may also be elected or appointed, as the case may be, at any other time.

Section 3.    Salaries of Elected Officers.    The salaries of all elected officers of the Corporation shall be fixed by the Board of Directors.

Section 4.    Term.    Each officer of the Corporation shall hold his office until his successor is duly elected or appointed and qualified or until his earlier resignation or removal.

Any officer may resign at any time upon written notice to the Corporation. Any officer elected or appointed by the Board of Directors or the Executive Committee may be removed at any time by the affirmative vote of a majority of the whole Board of Directors. Any vacancy occurring in any office of the Corporation by death, resignation, removal, or otherwise may be filled by the Board of Directors or the appropriate committee thereof.

Section 5.    Chairman of the Board.    The Chairman of the Board, if one be elected, shall be the chief executive officer of the Corporation and shall preside when present at all meetings of the Board of Directors and, with the approval of the President, may preside at meetings of the stockholders. He shall advise and counsel the President and other officers of the Corporation, and shall exercise such powers and perform such duties as shall be assigned to or required of him from time to time by the Board of Directors.

Section 6.    President.    In the absence of a Chairman of the Board, the President shall be the ranking and chief executive officer of the Corporation and shall have the duties and responsibilities, and the authority and power, of the Chairman of the Board. The President shall be the chief operating officer of the Corporation and, subject to the provisions of these By-Laws, shall have general supervision of the affairs of the Corporation and shall have general and active control of all its business. He shall preside, when present, at all meetings of stockholders, except when the Chairman of the Board presides with the approval of the President and as may otherwise be provided by statute, and, in the absence of any other person designated thereto by these By-Laws, at all meetings of the Board of Directors. He shall see that all orders and resolutions of the Board of Directors and the stockholders are carried into effect. He shall have general authority to execute bonds, deeds, and contracts in the name of the Corporation and affix the corporate seal thereto; to sign stock certificates; to cause the employment or appointment of such employees and agents of the Corporation as the proper conduct of operations may require, and to fix their compensation, subject to the provisions of these By-Laws; to remove or suspend any employee or agent who shall have been employed or appointed under his authority or under authority of an officer subordinate to him; to suspend for cause, pending final action by the authority which shall have elected or appointed him, any officer subordinate to the President; and, in general, to exercise all the powers and authority usually appertaining to the chief operating officer of a corporation, except as otherwise provided in these By-Laws.

Section 7.    Vice Presidents.    In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall perform such other duties and have such other powers as the Board of Directors or the President may from time to time prescribe.

Section 8.    Assistant Vice Presidents.    In the absence of a Vice President or in the event of his inability or refusal to act, the Assistant Vice President (or in the event there shall be more than one, the Assistant Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their appointment) shall perform the duties and exercise the powers of that Vice President, and shall perform such other duties and

have such other powers as the Board of Directors, the President, or the Vice President under whose supervision he is appointed may from time to time prescribe.

Section 9.    Secretary.    The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the Executive Committee or other standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he shall be. He shall have custody of the corporate seal of the Corporation, and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall keep and account for all books, documents, papers, and records of the Corporation, except those for which some other officer or agent is properly accountable. He shall have authority to sign stock certificates and shall generally perform all the duties usually appertaining to the office of the secretary of a corporation.

Section 10.    Assistant Secretaries.    In the absence of the Secretary or in the event of his inability or refusal to act, the Assistant-Secretary (or, if there shall be more than one, the Assistant Secretaries in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their appointment) shall perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the President, or the Secretary may from time to time prescribe.

Section 11.    Treasurer.    The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in his possession or under his control belonging to the Corporation. The Treasurer shall be under the supervision of the Vice President in charge of finance, if one is so designated, and he shall perform such other duties as may be prescribed by the Board of Directors, the President, or any such Vice President in charge of finance.

Section 12.    Assistant Treasurers.    The Assistant Treasurer or Assistant Treasurers shall assist the Treasurer, and in the absence of the Treasurer or in the event of his inability or refusal to act, the Assistant Treasurer (or in the event there shall be more than one, the Assistant

Treasurers in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their appointment) shall perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors, the President, or the Treasurer may from time to time prescribe.

Section 13.    Controller.    The Controller, if one is appointed, shall have supervision of the accounting practices of the Corporation and shall prescribe the duties and powers of any other accounting personnel of the Corporation. He shall cause to be maintained an adequate system of financial control through a program of budgets and interpretive reports. He shall initiate and enforce measures and procedures whereby the business of the Corporation shall be conducted with the maximum efficiency and economy. If required, he shall prepare a monthly report covering the operating results of the Corporation. The Controller shall be under the supervision of the Vice President in charge of finance, if one is so designated, and he shall perform such other duties as may be prescribed by the Board of Directors, the President, or any such Vice President in charge of finance.

Section 14.    Assistant Controllers.    The Assistant Controller or Assistant Controllers shall assist the Controller, and in the absence of the Controller or in the event of his inability or refusal to act, the Assistant Controller (or, if there shall be more than one, the Assistant Controllers in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their appointment) shall perform the duties and exercise the powers of the Controller and perform such other duties and have such other powers as the Board of Directors, the President, or the Controller may from time to time prescribe.

ARTICLE VI

INDEMNIFICATION

Section 1.    Actions Other Than by or in the Right of the Corporation.    The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (all of such persons being hereafter referred to in this Article as a “Corporate Functionary”), against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful.

Section 2.    Actions by or in the Right of the Corporation.    The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a Corporate Functionary against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Corporation, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 3.    Determination of Right to Indemnification.    Any indemnification under Sections 1 or 2 of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Corporate Functionary is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 or 2 of this Article VI. Such determination shall be made (i) by the Board of Directors by a majority vote of the directors who are not parties to such action, suit, or proceeding, even though less than a quorum, or (ii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iii) by the stockholders.

Section 4.    Right to Indemnification.    Notwithstanding the other provisions of this Article VI, to the extent that a Corporate Functionary has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 or 2 of this Article VI (including the dismissal of a proceeding without prejudice or the settlement of a proceeding without admission of liability), or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 5.    Prepaid Expenses.    Expenses incurred by a Corporate Functionary in defending a civil, criminal, administrative, or investigative action, suit, or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the Corporate Functionary to repay such amount if it shall ultimately be determined he is not entitled to be indemnified by the Corporation as authorized in this Article VI.

Section 6.    Right to Indemnification upon Application: Procedure upon Application.    Any indemnification of a Corporate Functionary under Sections 2, 3 and 4, or any advance under Section 5, of this Article VI shall be made promptly upon, and in any event within 60 days after, the written request of the Corporate Functionary, unless with respect to applications under Sections 2, 3 or 5 of this Article VI, a determination is reasonably and promptly made by the Board of Directors by majority vote of the directors who are not parties to such action, suit, or proceeding, even though less than a quorum, that such Corporate Functionary acted in a manner set forth in such Sections as to justify the Corporation in not indemnifying or making an advance of expenses to the Corporate Functionary. If there are no directors who are not parties to such

action, suit, or proceeding, the Board of Directors shall promptly direct that independent legal counsel shall decide whether the Corporate Functionary acted in a manner set forth in such Sections as to justify the Corporation’s not indemnifying or making an advance of expenses to the Corporate Functionary. The right to indemnification or advance of expenses granted by this Article VI shall be enforceable by the Corporate Functionary in any court of competent jurisdiction if the Board of Directors or independent legal counsel denies his claim, in whole or in part, or if no disposition of such claim is made within 60 days. The expenses of the Corporate Functionary incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the Corporation.

Section 7.    Other Rights and Remedies.    The indemnification and advancement of expenses provided by or granted pursuant to this Article VI shall not be deemed exclusive of any other rights to which any person seeking indemnification and for advancement of expenses or may be entitled under the By-Laws, or any agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Corporate Functionary and shall inure to the benefit of the heirs, executors, and administrators of such a person. Any repeat or modification of these By-Laws or relevant provisions of the laws of the State of [STATE] and other applicable law, if any, shall not affect any then existing rights of a Corporate Functionary to indemnification or advancement of expenses.

Section 8.    Insurance.    Upon resolution passed by the Board of Directors, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VI or the laws of the State of [STATE].

Section 9.    Mergers.    For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting or surviving corporation, constituent corporations (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees, or agents, so that any person who is or was a director, officer, employee, or agent of such constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

Section 10.    Savings Provision.    If this Article VI or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each Corporate Functionary as to expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, proceeding, or investigation, whether civil, criminal, or administrative, including a grand jury proceeding or

action or suit brought by or in the right of the Corporation, to the full extent permitted by any applicable portion of this Article VI that shall not have been invalidated.

ARTICLE VII

CERTIFICATES REPRESENTING STOCK

Section 1.    Right to Certificate.    Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the Chairman of the Board, the President, or a Vice President and by the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences, and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock; provided, that, except as otherwise provided in the laws of the State of [STATE], in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences, and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences or rights.

Section 2.    Facsimile Signatures.    Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Section 3.    New Certificates.    The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation and alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed or the issuance of such new certificate.

Section 4.    Transfers.    Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation, or authority to transfer, it shall be the duty of the Corporation, subject to any proper restrictions on transfer, to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

Section 5.    Record Date.    The Board of Directors may fix in advance a date, not preceding the date on which the resolution fixing the record date is adopted, and

(i) not more than 60 days nor less than 10 days preceding the date of any meeting of stockholders, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof,

(ii) not more than 10 days after the date on which the resolution fixing the record date is adopted, as a record date in connection with obtaining a consent of the stockholders in writing to corporate action without a meeting, or

(iii) not more than 60 days before the date for payment of any dividend or distribution, or the date for the allotment of rights, or the date when any change, or conversion or exchange of capital stock shall go into effect, or the date on which any other lawful action shall be taken, as the record date for determining the stockholders entitled to receive payment of any such dividend or distribution, or to receive any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock or other lawful action of the corporation,

and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, any such meeting and any adjournment thereof (provided, however, that the Board of Directors may fix a new record date for an adjourned meeting), or to give such consent, or to receive payment of such dividend or distribution, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

Section 6.    Registered Stockholders.    The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not provided by the laws of the State of [STATE].

ARTICLE VIII

GENERAL PROVISIONS

Section 1.    Dividends.    Dividends upon the capital stock of the Corporation, if any, subject to the provisions of the Certificate of Incorporation, may be declared by the Board of Directors (but not any committee thereof) at any regular meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 2.    Reserves.    Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the

Corporation, or for such other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

Section 3.    Annual Statement.    The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

Section 4.    Checks.    All checks or demands for money and promissory notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time prescribe.

Section 5.    Fiscal Year.    The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 6.    Corporate Seal.    The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization, and the word “[STATE]” The seal may be used by causing it or a facsimile thereof to be impressed, affixed, reproduced, or otherwise.

ARTICLE IX

AMENDMENTS

These By-Laws may be altered, amended, or repealed or new By-Laws may be adopted by the stockholders or by the Board of Directors at any regular meeting of the stockholders or the Board of Directors or at any special meeting of the stockholders or the Board of Directors if notice of such alteration, amendment, repeal, or adoption of new By-Laws be contained in the notice of such special meeting.

EX-3.54

Exhibit 3.54

[NAME OF ENTITY]

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B Y L A W S

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ARTICLE I

OFFICES

Section 1. Offices. The registered office shall be in the State of Delaware. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section 2. Special Meetings. Special meetings of the stockholders of the Corporation shall be held on such date, at such time and at such place as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section 3. Notice of Meetings. Notices of meetings of the stockholders shall be in writing and shall state the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which a meeting is called. No business other than that specified in the notice thereof shall be transacted at any special meeting. Notice shall be given to each stockholder entitled to vote at such meeting not less than ten (10) no more than sixty (60) days before the date of the meeting. Notice of any meeting of stockholders need not be given to any stockholder if waived by such stockholder in writing, whether before or after such meeting is held.

Section 4. Quorum and Adjournment. Except as otherwise required by law, by the Certificate of Incorporation of the Corporation or by these Bylaws, the presence, by proxy, of the holders of a majority of the aggregate voting power of the stock issued and outstanding, entitled to vote thereat, shall constitute a quorum for the transaction of business at all meetings of the stockholders. If such majority shall not be present or represented at any meeting of the stockholders, the stockholders present, although less than a quorum shall have the power to adjourn the meeting to another time and place.

Section 5. Adjourned Meetings. When a meeting is adjourned to another time and place, unless otherwise provided by these Bylaws, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at with the adjournment is taken. At the

adjourned meeting the stockholders may transact any business which might have been transacted at the original meeting. If an adjournment is for more than 30 days, or if after an adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting.

Section 6. Vote Required. Except as otherwise provided by law or by the Certificate of Incorporation:

(a) Directors shall be elected by a plurality of the votes present in person or represented by proxy at a meeting of the stockholders and entitled to vote in the election of directors, and

(b) whenever any corporate action other than the election of Directors is to be taken, it shall be authorized by a majority in voting power of the shares present in person or represented by proxy at a meeting of stockholders and entitled to vote on the subject matter.

Section 7. Manner of Voting. At each meeting of stockholders, each stockholder having the right to vote shall be entitled to vote in person or by proxy. Proxies need not be filed with the Secretary of the Corporation until the meeting is called to order, but shall be filed before being voted. Each stockholder shall be entitled to vote each share of stock having voting power registered in his or her name on the books of the Corporation on the record date fixed for determination of stockholders entitled to vote at such meeting.

Section 8. Stockholder Action Without a Meeting. Except as otherwise provided by law or by the Certificate of Incorporation, any action required to be taken at any meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of the holders to take the action were delivered to the Corporation.

ARTICLE III

DIRECTORS

Section 1. Number. The number of directors that shall constitute the whole board initially shall be two, and thereafter shall be no less than two and no greater than four, the exact number of directors to be determined from time to time by resolution adopted by the Board of Directors.

Section 2. Powers. The Board of Directors shall exercise all of the powers of the Corporation except such as are by applicable law, by the Certificate of Incorporation of this

Corporation, or by these Bylaws conferred upon or reserved to the stockholders of any class or classes.

Section 3. Resignations. Any Director may resign at any time by giving written notice to the Board of Directors or the Secretary. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective.

Section 4. Annual Meetings. The Board of Directors shall meet each year immediately following the annual meeting of stockholders, at the place where such meeting of stockholders has been held, or at such other place as shall be fixed by the person presiding over the meeting of the stockholders, for the purpose of election of officers and consideration of such other business as the Board of Directors considers relevant to the management of the Corporation. In the event that in any year Directors are elected by written consent in lieu of an annual meeting of stockholders, the Board of Directors shall meet in such year as soon as practicable after receipt of such written consent by the Corporation at such time and place as shall be fixed by the Chairman of the Board, for the purpose of election of officers and consideration of such other business as the Board of Directors considers relevant to the management of the Corporation.

Section 5. Regular Meetings. Regular meetings of the Board of Directors shall be held on such dates and at such times and places, within or without the State of Delaware, as shall from time to time be determined by the Board of Directors. In the absence of any such determination, such meetings shall be held at such times and places, within or without the State of Delaware, as shall be designated by the Chairman of the Board on not less than twelve hours notice to each Director, given verbally or in writing, whether personally, by telephone (including by message or recording device), by facsimile transmission, by telegram, or by telex, or on not less than three (3) calendar days’ notice to each Director given in writing by mail.

Section 6. Special Meetings. Special meetings of the Board of Directors shall be held at the call of the Chairman of the Board at such times and places, within or without the State of Delaware, as he or she shall designate, on not less than twelve hours notice to each Director, given verbally or in writing, whether personally, by telephone (including by message or recording device), by facsimile transmission, by telegram, or by telex, or on not less than three (3) calendar days’ notice to each Director given in writing by mail. Special meetings shall be called by the Secretary on like notice at the written request of a majority of the Directors then in office.

Section 7. Quorum and Powers of a Majority. At all meetings of the Board of Directors and of each committee thereof, a majority of the members of the Board of Directors or of such committee shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of the Board of Directors or such committee, unless by express provision of law, of the Certificate of Incorporation or of these Bylaws, a different vote is required, in which case such express provision shall govern and control. In the absence of a quorum, a majority of the members present at any meeting may, without notice other than announcement at the meeting, adjourn such meeting from time to time until a quorum is present.

Section 8. Waiver of Notice. Notice of any meeting of the Board of Directors, or any committee thereof, need not be given to any member if waived by him or her in writing, whether before or after such meeting is held, or if he or she shall sign the minutes or attend the meeting, except that if such Director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened, then such Director shall not be deemed to have waived notice of such meeting.

Section 9. Manner of Acting. (a) Members of the Board of Directors, or any committee thereof, may participate in any meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating therein can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(b) Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Section 10. Committees. The Board of Directors or any committee thereof may designate one or more committees, each committee to consist of one or more Directors, which to the extent provided in said resolution or resolutions shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; provided, however, that no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the General Corporation Law of the State of Delaware to be submitted to stockholders for approval or (ii) adopting, amending, or repealing any by-law of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting of such committee and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act as at the meeting in place of such absent or disqualified director.

Section 11. Committee Procedure, Limitations of Committee Powers. (a) Except as otherwise provided by these Bylaws, each committee shall adopt its own rules governing the time, place, and method of holding its meetings and the conduct of its proceedings and shall meet as provided by such rules or by resolution of the Board of Directors. Unless otherwise provided by these Bylaws or any such rules or resolutions, notice of the time and place of each meeting of a committee shall be given to each member of such committee as provided in Section 6 of Article III of these Bylaws with respect to notices of special meetings of the Board of Directors.

(b) Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

(c) Any member of any committee may be removed from such committee either with or without cause, at any time, by the Board of Directors at any meeting thereof. Any vacancy in any committee shall be filled by the Board of Directors in the manner prescribed by the Certificate of Incorporation or these Bylaws for the original appointment of the members of such committee.

Section 12. Compensation. (a) The Board of Directors, by a resolution or resolutions, may fix, and from time to time change, the compensation of Directors.

(b) Each Director shall be entitled to reimbursement from the Corporation for his or her reasonable expenses incurred with respect to duties as a member of the Board of Directors or any committee thereof.

(c) Nothing contained in these Bylaws shall be construed to preclude any Director from serving the Corporation in any other capacity and from receiving compensation from the Corporation for service rendered to it in such other capacity.

ARTICLE IV

OFFICERS

Section 1. Number. The officers of the Corporation shall include a President, a Secretary, and a Treasurer. The Board of Directors may also elect one or more Vice Presidents (including one or more Executive Vice Presidents and one or more Senior Vice Presidents if deemed appropriate by the Board of Directors). The Board of Directors may also elect a Chairman of the Board and a Vice Chairman of the Board. The Board of Directors may also elect such other officers as the Board of Directors may from time to time deem appropriate or necessary. Except for the Chairman of the Board and the Vice Chairman of the Board, none of the officers of the Corporation need be a director of the Corporation. Any two or more offices may be held by the same person to the extent permitted by the General Corporation Law of the State of Delaware.

Section 2. Election of Officers, Qualification and Term. The officers of the Corporation shall be elected from time to time by the Board of Directors and, except as may otherwise be expressly provided in a contract of employment duly authorized by the Board of Directors, shall hold office at the pleasure of the Board of Directors.

Section 3. Removal. Any officer elected by the Board of Directors may be removed, either with or without cause, by the Board of Directors at any meeting thereof, or to the extent delegated to the Chairman of the Board, by the Chairman of the Board.

Section 4. Resignations. Any officer of the Corporation may resign at any time by giving written notice to the Board of Directors or to the Chairman of the Board. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5. Salaries. The salaries of all officers of the Corporation shall be fixed by the Board of Directors from time to time, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation.

Section 6. The Chairman of the Board. The Chairman of the Board shall have the powers and duties customarily and usually associated with the office of the Chairman of the Board. The Chairman of the Board shall preside at meetings of the stockholders and of the Board of Directors.

Section 7. Vice Chairman of the Board. The Vice Chairman of the Board shall have the powers and duties customarily and usually associated with the office of the Vice Chairman of the Board.

Section 8. The President. The President shall be the chief executive officer of the Corporation, shall have, subject to the supervision, direction, and control of the Board of Directors, the general powers and duties of supervision, direction, and management of the affairs and business of the Corporation usually vested in the chief executive officer of the Corporation, including, without limitation, all powers necessary to direct and control the organizational and reporting relationships within the Corporation. If at any time the office of the Chairman of the Board and the Vice Chairman of the Board shall not be filled, or in the event of the temporary absence or disability of the Chairman of the Board and the Vice Chairman of the Board, the President shall have the powers and duties of the Chairman of the Board.

Section 9. The Vice Presidents. Each Vice President shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors or the President.

Section 10. The Secretary and Assistant Secretaries. (a) The Secretary shall attend meetings of the Board of Directors and meetings of the stockholders and record all votes and minutes of all such proceedings in a book kept for such purpose. He or she shall have all such further powers and duties as generally are incident to the position of Secretary or as may from time to time be assigned to him or her by the Board of Directors or the President.

(b) Each Assistant Secretary shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors, the President, or the Secretary. In case of the absence or disability of the Secretary, the Assistant Secretary designated by the President (or, in the absence of such designation, by the Secretary) shall perform the duties and exercise the powers of the Secretary.

Section 11. The Treasurer and Assistant Treasurers. (a) The Treasurer shall have custody of the Corporation’s funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit or cause to be deposited moneys or other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall also maintain adequate records of all assets, liabilities, and transactions of the Corporation and shall

see that adequate audits thereof are currently and regularly made. The Treasurer shall have such other powers and perform such other duties that generally are incident to the position of the Treasurer or as may from time to time be assigned to him or her by the Board of Directors or the President.

(b) The Treasurer shall be responsible for maintaining the accounting records and statements, and shall properly account for all monies and obligations due the Corporation and all properties, assets, and liabilities of the Corporation. The Treasurer shall render to the Chairman of the Board or the President such periodic reports covering the results of operations of the Corporation as may be required by either of them or by law.

(c) Each Assistant Treasurer shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors, the President, or the Treasurer. In case of the absence or disability of the Treasurer, the Assistant Treasurer designated by the President (or, in the absence of such designation, by the Treasurer) shall perform the duties and exercise the powers of the Treasurer.

ARTICLE V

STOCK

Section 1. Certificates. Certificates for shares of stock of the Corporation shall be issued under the seal of the Corporation, or a facsimile thereof, and shall be numbered and shall be entered in the books of the Corporation as they are issued. Each certificate shall bear a serial number, shall exhibit the holder’s name and the number of shares evidenced thereby, and shall be signed by the Chairman of the Board or a Vice Chairman, if any, or the President or any Vice President, and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person or entity were such officer, transfer agent, or registrar at the date of issue.

Section 2. Transfers. Transfers of stock of the Corporation shall be made on the books of the Corporation only upon surrender to the Corporation of a certificate (if any) for the shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, provided such succession, assignment, or transfer is not prohibited by the Certificate of Incorporation, these Bylaws, applicable law, or contract. Thereupon, the Corporation shall issue a new certificate (if requested) to the person entitled thereto, cancel the old certificate (if any), and record the transaction upon its books.

Section 3. Lost, Stolen, or Destroyed Certificates. Any person claiming a certificate of stock to be lost, stolen, or destroyed shall make an affidavit or an affirmation of that fact, and shall give the Corporation a bond of indemnity in satisfactory form and with one or more satisfactory sureties, whereupon a new certificate (if requested) may be issued of the same tenor and for the same number of shares as the one alleged to be lost, stolen, or destroyed.

Section 4. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares as the person entitled to exercise the rights of a stockholder and shall not be bound to recognize any equitable or other claim to or interest in any such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the General Corporation Law of the State of Delaware.

Section 5. Additional Powers of the Board. (a) In addition to those powers set forth in Section 2 of Article III, the Board of Directors shall have power and authority to make all such rules and regulations as it shall deem expedient concerning the issue, transfer, and registration of certificates for shares of stock of the Corporation, including the use of uncertificated shares of stock subject to the provisions of the General Corporation Law of the State of Delaware.

(b) The Board of Directors may appoint and remove transfer agents and registrars of transfers, and may require all stock certificates to bear the signature of any such transfer agent and/or any such registrar of transfers.

ARTICLE VI

INDEMNIFICATION

Section 1. Indemnification. The Corporation shall indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter, a “Proceeding”), by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise. The Corporation may indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made party to any Proceeding, by reason of the fact that such person is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust, or other enterprise.

Section 2. Advancement of Expenses. With respect to any person made or threatened to be made a party to any threatened, pending, or completed Proceeding, by reason of the fact that such person is or was a director or officer of the Corporation, the Corporation shall pay the expenses (including attorneys’ fees) incurred by such person in defending any such Proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that the payment of expenses (including attorneys’ fees) incurred by such person in advance of the final disposition of such Proceeding shall be made only upon receipt of an undertaking (hereinafter an “undertaking”) by such person to repay all amounts advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such person is not entitled to be indemnified for such expenses under this Article VI or otherwise; and further provided that with respect to a

Proceeding initiated against the Corporation by a director or officer of the Corporation (including a person serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise), such director or officer shall be entitled under this Section to the payment of expenses (including attorneys’ fees) incurred by such person in defending any counterclaim, cross-claim, affirmative defense, or like claim of the Corporation in connection with such Proceeding in advance of the final disposition of such proceeding only if such proceeding was authorized by the Board of Directors of the Corporation. With respect to any person made or threatened to be made a party to any Proceeding, by reason of the fact that such person is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, the Corporation may, in its discretion and upon such terms and conditions, if any, as the Corporation deems appropriate, pay the expenses (including attorneys’ fees) incurred by such person in defending any such Proceeding in advance of its final disposition.

Section 3. Claims. With respect to any person made or threatened to be made a party to any Proceeding, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, the rights to indemnification and to the advancement of expenses conferred in Sections 1 and 2 of this Article VI shall be contract rights. If a claim under Section 1 or 2 of this Article VI with respect to such rights is not paid in full by the Corporation within sixty days after a written demand has been received by the Corporation, except in the case of a claim for an advancement of expenses by an officer or director of the Corporation, in which case the applicable period shall be twenty days, the person seeking to enforce a right to indemnification or an advancement of expenses hereunder may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the person seeking to enforce a right to indemnification or an advancement of expenses hereunder or the person from whom the Corporation seeks to recover an advancement of expenses shall also be entitled to be paid the expenses (including attorneys’ fees) of prosecuting or defending such suit. In any suit brought by a person seeking to enforce a right to indemnification hereunder (but not in a suit brought by a person seeking to enforce a right to an advancement of expenses hereunder) it shall be a defense that the person seeking to enforce a right to indemnification has not met any applicable standard for indemnification under applicable law. In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the person from whom the Corporation seeks to recover an advancement of expenses has not met any applicable standard for indemnification under applicable law. With respect to any suit brought by a person seeking to enforce a right to indemnification hereunder (including any suit seeking to enforce a right to the advancement of expenses hereunder) or any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, neither the failure of the Corporation to have made a determination prior to commencement of such suit that indemnification of such person is proper in the circumstances because such person has met the applicable standards of conduct under applicable law, nor an actual determination by the Corporation that such person has not met such applicable standards of conduct, shall create a

presumption that such person has not met the applicable standards of conduct or, in a case brought by such person seeking to enforce a right to indemnification, be a defense to such suit. In any suit brought by a person seeking to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the person seeking to enforce a right to indemnification or to an advancement of expenses or the person from whom the Corporation seeks to recover an advancement of expenses is not entitled to be indemnified, or to such an advancement of expenses, under this Article VI or otherwise shall be on the Corporation.

Section 4. Non-exclusive Rights. The indemnification and advancement of expenses provided in this Article VI shall not be deemed exclusive of any other rights to which any person indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be such director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

Section 5. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article VI or otherwise.

ARTICLE VII

MISCELLANEOUS

Section 1. Place and Inspection of Books. (a) The books of the Corporation other than such books as are required by law to be kept within the State of Delaware shall be kept in such place or places either within or without the State of Delaware as the Board of Directors may from time to time determine.

(b) At least ten days before each meeting of stockholders, the officer in charge of the stock ledger of the Corporation shall prepare a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city were the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

(c) The Board of Directors shall determine from time to time whether and, if allowed, when and under what conditions and regulations the accounts and books of the Corporation (except such as may be by law specifically open to inspection or as otherwise provided by these Bylaws) or any of them shall be open to the inspection of the stockholders and the stockholders’ rights in respect thereof.

Section 2. Voting Shares in Other Corporations. The President or any other officer of the Corporation designated by the Board of Directors may vote any and all shares held by the Corporation in any other corporation.

Section 3. Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

Section 4. Gender/Number. As used in these Bylaws, the masculine, feminine, or neuter gender, and the singular and plural number, shall each include the other whenever the context so indicates.

Section 5. Paragraph Titles. The titles of the paragraphs have been inserted as a matter of reference only and shall not control or affect the meaning or construction of any of the terms and provisions hereof.

Section 6. Amendment. These Bylaws may be altered, amended, or repealed at any annual or regular meeting of the Board of Directors or at any special meeting of the Board of Directors if notice of the proposed alteration, amendment, or repeal be contained in written notice of such special meeting, or at any meeting of the stockholders of the Corporation.

Section 7. Certificate of Incorporation. Notwithstanding anything to the contrary contained herein, if any provision contained in these Bylaws is inconsistent with or conflicts with a provision of the Certificate of Incorporation, such provision of these Bylaws shall be superseded by the inconsistent provision in the Certificate of Incorporation to the extent necessary to give effect to such provision in the Certificate of Incorporation.

EX-3.55

Exhibit 3.55

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BLAIR PARK SERVICES, LLC

This Limited Liability Company Operating Agreement (the “Agreement”) of Blair Park Services, LLC (the “Company”), is effective as of September 18, 2006 and is executed by InfraSource Incorporated (the “Member”), a Delaware corporation, its sole member.

W I T N E S S E T H:

WHEREAS, the Company was formed upon the filing of the Certificate of Formation (the “Certificate”) with the Secretary of State in the State of Delaware on September 18, 2006, and

WHEREAS, the Member wishes to enter into this Agreement to set forth its rights, obligations and duties with respect to the Company:

NOW, THEREFORE, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Name. The name of the limited liability company is Blair Park Services, LLC.

2. Term. Unless the Company is earlier terminated, dissolved or liquidated in accordance with Section 12 of this Agreement, it shall continue in existence in perpetuity.

3. Purpose. The Company may carry on any lawful business, purpose or activity for which limited liability companies may be organized under the Act. The Company shall possess and may exercise all the powers and privileges granted by the Act or by any other law, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the Company.

4. Member. The name and business address of the sole Member is:

.	Name:	InfraSource Incorporated
	Address:	100 West Sixth Street, Suite 300 Media, Pennsylvania 19063

5. Management. No member or person bearing a title as an officer of the Company shall be obligated personally with respect to any debt, obligation or liability of the Company by reason of being a member, or acting as an officer, agent or otherwise on behalf of the Company.

5.1 Management of the Company.

(a) Management Vested in the Member. The business and affairs of the Company shall be managed by the Member. The Member shall have full and complete

authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business or objectives. Unless authorized to do so by this Operating Agreement or by the Member, no employee, attorney-in-fact or other agent shall have any power or authority to bind the Company.

(b) Member Has No Exclusive Duty to Company. The Member shall not be required to manage the Company as its sole and exclusive function and it may have other business interests and may engage in other activities in addition to those relating to the Company. The Company shall not have any right, by virtue of this Agreement, to share or participate in other investments or activities of the Member or in the income or proceeds derived therefrom.

(c) Action by Written Consent. Any action by the Member may be taken in the form of a written action rather than at a Member meeting. The Company shall maintain a permanent record of all actions taken by the Member

5.2 Officers.

(a) Appointment of Officers and Agents. In order to facilitate the transaction of business by the Company, the Company may have such officers and agents with such respective rights and duties as the Member may from time to time determine. The officers so appointed by the Member shall have such authority as is generally conferred on the corresponding officers of a Delaware corporation. Any number of offices may be held by the same person.

(b) Provisions Related to Officers.

(i) Number, Qualifications and Designation. The officers of the Company shall be appointed by the Member and may include a chairman, a chief executive officer, a president, one or more vice presidents, a secretary, a treasurer, and such other officers as may be deemed appropriate or necessary.

(ii) Appointment and Term of Office. The officers of the Company shall be appointed annually by the Member, and each such officer shall hold office for a term of one year and until a successor is appointed and qualified, or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Company.

(iii) The Chairman. The Chairman shall preside at all meetings of the Company and shall perform such other duties as may from time to time be assigned to him or her by the Member.

(iv) The Chief Executive Officer (CEO). The CEO shall perform such duties as may from time to time be assigned to him or her by the Member or the Chairman.

(v) The President. The president shall have general supervision over the business and operations of the Company, subject, however, to the authority of the Member. The president shall, in general, perform all duties incident to the office of president, and such other duties as from time to time may be assigned by the Member.

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(vi) The Vice Presidents. Any vice president shall perform the duties of the president in the absence of the president and such other duties as may from time to time be assigned to them by the Member or by the president.

(vii) The Secretary. The secretary, or an assistant secretary, shall attend all meetings of the Company and shall record the proceedings in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the Company as required by law; and, in general, shall perform all duties incident to the office of secretary, and such other duties as may from time to time be assigned by the Member or the president.

(viii) The Treasurer. The treasurer, or an assistant treasurer, shall have or provide for the custody of the funds or other property of the Company; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the Company; shall deposit all funds in his or her custody as treasurer in such banks or other places of deposit as the Member may from time to time designate; whenever so required by the Member, shall render an account showing his or her transactions as treasurer and the financial condition of the Company; and, in general, shall discharge such other duties as may from time to time be assigned by the Member or the president.

(ix) Other Employees and Agents. The Member may from time to time appoint such other employees or agents as it deems necessary, who shall hold their positions for such terms and shall exercise such powers and perform such duties as are provided in this Agreement, or as the officers may from time to time determine. The Member may delegate to any officer the power to appoint or retain employees or other agents and to prescribe the authority and duties of such subordinate employees or other agents, subject to the authority of the Member.

(x) Officers’ Bonds. No officer of the Company need provide a bond to guarantee the faithful discharge of the officer’s duties unless the Member shall by resolution so require a bond in which event such officer shall give the Company a bond (which shall be renewed if and as required) in such sum and with such surety or sureties as shall be satisfactory to the Member for the faithful performance of the duties of office.

(xi) Salaries. The salaries of the officers and agents of the Company shall be fixed from time to time by the Chief Executive Officer or President, subject to the approval of the Member.

(c) Delegation of Authority. The Member hereby delegates the following responsibilities and authority to the officers, subject to the authority of the Member as set forth in this Agreement or under the Act:

(i) To do and perform all acts as may be necessary or appropriate to the conduct of the Company’s business, including the appointment and retention of employees and agents.

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(ii) To purchase liability and other insurance to protect the Company’s property and business.

(iii) To execute on behalf of the Company all instruments and documents, including, without limitation, checks, drafts, notes and other negotiable instruments, mortgages or deeds of trust, security agreements, financing statements, documents providing for the acquisition, mortgage or disposition of the Company’s property, assignments, bills of sale, leases, partnership agreements, operating agreements of other limited liability companies and any other instruments or documents necessary or advisable, in the opinion of the executing officer(s), to the business of the Company.

(iv) To employ accountants, legal counsel, managing agents, or other experts or consultants to perform services for the Company and to compensate them from Company funds.

(v) To enter into any and all other agreements on behalf of the Company, with any other person for any purpose, in such forms as the Member may approve.

5.3 Reliance by Third Parties. Persons dealing with the Company are entitled to rely conclusively upon the power of the officers as set forth herein.

5.4 Liability for Certain Acts. The officers shall perform their duties in good faith, in a manner reasonably believed to be in the best interests of the Company, and with such care and business judgment as an ordinarily prudent person in a like position would use under similar circumstances, including the reliance in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by the Member, officers or employees of the Company or by any other person, as to matters the officers reasonably believe are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company. The officers who so perform the duties of officers as set forth herein shall not be personally liable to the Company or to the Member for any loss or damage sustained by the Company or the Member, unless (i) the officer has breached or failed to perform the duties of his or her position under the Act, the Certificate or this Agreement and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness by such officer. Nothing in this paragraph shall apply to the liability of an officer pursuant to any criminal statute, or for the payment of taxes pursuant to federal, state or local law.

5.5 Reliance on Reports and Information by Member. The Member of the Company shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any of its officers or employees of the Company, or by any other person, as to matters the Member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

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5.6 Bank Accounts. The Treasurer may from time to time open bank accounts in the name of the Company, and the Treasurer, Assistant Treasurer and/or any other officer of the Company designated by the Member, as may be determined from time to time by the Member, shall be the sole signatory or signatories thereon, unless the Member determines otherwise.

5.7 Resignation. An officer of the Company may resign at any time by giving written notice to the Company. The resignation of an officer shall be effective upon receipt of such notice or at such later time as shall be specified in the notice. Unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make such resignation effective.

5.8 Removal. Any individual officer may be removed from office at any time, without assigning any cause by the Member.

5.9 Vacancies. Any vacancy with respect to any officer occurring for any reason shall be filled by the Member.

6. Capital Contributions. The Member has contributed to the Company the sum of $100.00 as its initial capital contribution.

7. Additional Contributions. The Member is not required to make any additional capital contributions to the Company.

8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member. The Member intends that the Company be disregarded as an entity separate from its owner for U.S. tax purposes.

9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts as determined by the Member. Such distributions shall be allocated to the Member.

10. Assignment and Withdrawal. The Member may assign in whole or in part its limited liability company interest in the Company and, if it assigns its whole limited liability interest in the Company, may withdraw as a member of the Company.

11. Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company from time to time with the written consent of the Member. Any restrictions upon the transfer of equity interests set forth in this Agreement shall not apply to the pledge by the Member of a security interest in and to its equity interest to Bank of America, N.A., as agent for certain lenders or agent’s successors and assigns (“Agent”), or to any foreclosure upon or subsequent disposition of such equity interests by Agent. Any such transferee shall be admitted as a member and shall have all of the rights of the Member that previously owned such equity interests.

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12. Dissolution and Liquidation.

12.1 Events Triggering Dissolution. The Company shall dissolve and commence winding up and liquidation upon the first to occur of any of the following (“Liquidating Events”):

(a) the election by the Member, at its sole option, documented by a written consent, to require the dissolution, winding up and liquidation of the Company; or

(b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

The Company shall not be dissolved for any other reason, including without limitation, the Member’s becoming bankrupt or executing an assignment for the benefit of creditors, and any such bankruptcy or assignment shall not effect a transfer of any portion of the Member’s membership interest in the Company.

12.2 Liquidation. Upon dissolution of the Company in accordance with Section 12.1, the Company shall be wound up and liquidated by the Member or by a liquidating manager selected by the Member. The proceeds of such liquidation shall be applied and distributed in the following order of priority:

(a) to creditors, including the Member if it is a creditor, in the order of priority as established by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Member under Section 18-601 or 18-604 of the Act; and then

(b) to the setting up of any reserves in such amount and for such period as shall be necessary to make reasonable provisions for payment of all contingent, conditional or unmatured claims and obligations known to the Company and all claims and obligations known to the Company but for which the identity of the claimant is unknown; and then

(c) to the Member, which liquidating distribution may be made to the Member in cash or in kind, or partly in cash and partly in kind.

12.3 Certificate of Dissolution. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf of the Company prepare and file a certificate of dissolution with the Delaware Department of State, as required by the Act. When such certificate is filed, the Company’s existence shall cease.

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13. Indemnification.

13.1 Definitions. For the purposes of this Section, the following terms shall have the following meanings:

(a) “Indemnified Capacity” means any and all past, present and future service by an indemnified representative in one or more capacities as a Member, officer, employee or agent of the Company, or, at the request of the Company, as a member, manager, officer, employee, agent, fiduciary or trustee of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise.

(b) “Indemnified Representative” means the Member and the officers of the Company and any other person designated as an indemnified representative by the Member (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, employee, agent, fiduciary or trustee of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise).

(c) “Liability” means any damage, judgment, amount paid in settlement, fine, penalty, punitive damages, excise tax assessed with respect to an employee benefit plan, or cost or expense of any nature (including, without limitation, attorneys’ fees and disbursements).

(d) “Proceeding” means any threatened, pending or completed action, suit, appeal or other proceeding of any nature, whether civil, criminal, administrative or investigative, whether formal or informal, and whether brought by or in the right of the Company, its Member or otherwise.

13.2 Indemnification by the Company.

(a) The Company shall indemnify an Indemnified Representative against any Liability incurred in connection with any Proceeding in which the Indemnified Representative may be involved as a party or otherwise by reason of the fact that such person is or was serving in an Indemnified Capacity, including, without limitation, liabilities resulting from any actual or alleged breach or neglect of duty, error, misstatement or misleading statement, negligence, gross negligence or act giving rise to strict or products liability, except: (i) where such indemnification is expressly prohibited by applicable law; (ii) where the conduct of the Indemnified Representative has been finally determined (1) to constitute willful misconduct or recklessness sufficient in the circumstances to bar indemnification against liabilities arising from the conduct; or (2) to be based upon or attributable to the receipt by the Indemnified Representative from the Company of a personal benefit to which the Indemnified Representative is not legally entitled; or (iii) to the extent such indemnification has been finally determined in a final adjudication to be otherwise unlawful.

If an Indemnified Representative is entitled to indemnification in respect of a portion, but not all, of any Liabilities to which such person may be subject, the Company shall indemnify such Indemnified Representative to the maximum extent for such portion of the Liabilities. The termination of a Proceeding by settlement shall not create a presumption that the Indemnified

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Representative is not entitled to indemnification. To the extent that an Indemnified Representative of the Company has been successful on the merits or otherwise in defense of any Proceeding or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by such person in connection therewith.

13.3 Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section, the Company shall not indemnify under this Section an Indemnified Representative for any liability incurred in a Proceeding initiated (which shall not be deemed to include counterclaims or affirmative defenses) or participated in as an intervenor or amicus curiae by the person seeking indemnification unless such initiation of or participation in the Proceeding is authorized, either before or after its commencement, by the Member. This paragraph does not apply to reimbursement of expenses incurred in successfully prosecuting or defending the rights of an Indemnified Representative granted by or pursuant to this Section.

13.4 Advancing Expenses. The Company shall pay the expenses (including attorneys’ fees and disbursements) incurred in good faith by an Indemnified Representative in advance of the final disposition of a Proceeding described in this Section or the initiation of or participation in which is authorized pursuant to this Section upon receipt of an undertaking by or on behalf of the Indemnified Representative to repay the amount if it is ultimately determined that such person is not entitled to be indemnified by the Company pursuant to this Section. The financial ability of an Indemnified Representative to repay an advance shall not be a prerequisite to the making of such advance.

13.5 Securing of Indemnification Obligations. To further effect, satisfy or secure the indemnification obligations provided in this Section or otherwise, the Company may maintain insurance, obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Company, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Member shall deem appropriate. Absent fraud, the determination of the Member with respect to such amounts, costs, terms and conditions shall be conclusive against the Member and officers and shall not be subject to voidability.

13.6 Payment of Indemnification. An Indemnified Representative shall be entitled to indemnification within 30 days after a written request for indemnification has been delivered to the secretary of the Company. The indemnification pursuant to this Section shall be made only from the assets of the Company and the Member shall be personally liable therefor.

13.7 Contribution. If the indemnification provided for in this Section or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company shall contribute to the liabilities to which the Indemnified Representative may be subject in such proportion as is appropriate to reflect the intent of this Section or otherwise.

13.8 Contract Rights: Amendment or Repeal. All rights under this Section shall be deemed a contract between the Company and the Indemnified Representative pursuant to which the Company and each Indemnified Representative intend to be legally bound. Any repeal, amendment or modification hereof shall be prospective only and shall not affect any rights or obligations then existing.

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13.9 Scope of this Section. The rights granted by this Section shall not be deemed exclusive of any other rights to which those seeking indemnification, contribution or advancement of expenses may be entitled under any statute, agreement or otherwise, both as to action in an indemnified capacity and as to action in any other capacity. The indemnification, contribution and advancement of expenses provided by or granted pursuant to this Section shall continue as to a person who has ceased to be an indemnified representative in respect of matters arising prior to such time, and shall inure to the benefit of the heirs, executors, administrators and personal representatives of such a person.

13.10 Reliance on Provisions. Each person who shall act as an Indemnified Representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section.

14. Amendments. This Agreement may be amended from time to time by written action of the Member.

15. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, all rights and remedies being governed by said laws.

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IN WITNESS WHEREOF, the undersigned, sole member intending to be legally bound hereby, has caused this Agreement to be duly executed by its duly authorized representative as of the date set forth below.

INFRASOURCE INCORPORATED, as sole Member of Blair Park Services, LLC
By:	/s/ William H. Muller
Name:	William H. Muller
Title:	Assistant Secretary
Date:	December 15, 2006

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EX-3.57

Exhibit 3.57

AMENDED AND RESTATED

AGREEMENT OF LIMITED LIABILITY COMPANY

OF

PBG ACQUISITION I, LLC

(Changing its name to Communication Services, LLC)

A NORTH CAROLINA LIMITED LIABILITY COMPANY

THIS OPERATING AGREEMENT (this “Agreement”) of Communication Services, LLC, a North Carolina limited liability company (the “Company”), is entered into and shall be effective as of November 5, 2010 (the effective date of the filing of the Company’s Articles of Organization with the North Carolina Secretary of State), by and among the Company and Globe Communications, LLC, a North Carolina limited liability company (the “Member”), as the sole member of the Company, and all other persons who hereafter become a member of the Company, all in accordance with and pursuant to the North Carolina Limited Liability Company Act, as amended (the “Act”).

RECITALS

Richard B. Vilsoet (the “Organizer”), acting in the capacity of “organizer” under the Act, caused the Company to be organized on November 5, 2010, by executing the Articles of Organization of the Company and filing the same with the Secretary of State of North Carolina on such date, all in accordance with the Act. Upon the execution of this Operating Agreement by the parties hereto, the Organizer will be deemed to have identified and otherwise designated Globe Communications, LLC, a North Carolina limited liability company, to be the initial member of the Company in accordance with sections 57C-2-20(c) and 57C-3-01(b)(l)(i) of the Act. The initial member has agreed to continue the Company under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises made therein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1. Name. The name of the limited liability company formed hereby (the “Company”) is Communication Services, LLC. The Board of Directors (as hereinafter defined) may change the name of the Company upon ten (10) business days’ notice to the Member.

2. Purpose and Powers. The purpose of the Company is to engage in any activity for which limited liability companies may be organized in the State of North Carolina. The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

3. Term. The term of the Company commenced on the date hereof, being the date the Articles of Organization of the Company was filed at the Office of the Secretary of State of the State of North Carolina, and shall continue until the winding up and liquidation of the Company is completed and its business is terminated following a dissolution event, as provided in Section 15 hereof.

4. Registered Office. The registered office of the Company in the State of North Carolina is located at CT Corporation System, 150 Fayetteville Street, Box 1011, Raleigh, Wake County, North Carolina 27601.

5. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of North Carolina are CT Corporation System, 150 Fayetteville Street, Box 1011, Raleigh, Wake County, North Carolina 27601, or any successor as appointed by the Board of Directors.

6. Admission of Member. Simultaneously with the execution and delivery of this Agreement and the filing of the Articles of Organization with the Office of the Secretary of State of the State of North Carolina, Globe Communications, LLC is admitted as the sole Member of the Company in respect of the Interest (as hereinafter defined) being acquired hereunder.

7. Interest. The Company shall be authorized to issue a single class of membership interest (as defined in the Act, the “Interest”) that shall not be certificated, and shall include any and all benefits to which the holder of such Interest may be entitled in this Agreement, together with all obligations of such person to comply with the terms and provisions of this Agreement. Simultaneously with the execution of this Agreement, the sole Interest of the Company is hereby issued to the Member.

8. Capital Subscriptions. The Member may contribute to the Company such money or property as it shall from time to time decide.

9. Tax Characterization and Returns. It is the intention of the Member that the Company be disregarded for federal and all relevant state income tax purposes and that the activities of the Company be deemed to be activities of the Member for such purposes. All provisions of the Company’s Articles of Organization and this Agreement are to be construed so as to preserve that tax status. The Board of Directors is hereby authorized to file any necessary elections with any tax authorities and shall be required to file any necessary tax returns on behalf of the Company with any such tax authorities.

10. Management.

a. Board of Directors. The management of the Company shall be vested in a Board of Directors (the “Board of Directors”) elected by the Member. The total number of members on the Board of Directors (the “Directors”) shall initially be two (2) unless otherwise fixed at a different number by an amendment hereto or a resolution signed by the Member. The Member hereby elects as the initial Directors of the Company the individuals set

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forth on Exhibit A attached hereto, who shall serve until their respective successors are elected and qualified. A Director shall remain in office until removed by a written instrument signed by the Member or until such Director resigns in a written instrument delivered to the Member or such Director dies or is unable to serve. In the event of any such vacancy, the Member may fill the vacancy. Each Director shall have one (1) vote. Except as otherwise provided in this Agreement, the Board of Directors shall act by the affirmative vote of a majority of the total number of Directors. Each Director shall perform his or her duties as such in good faith, in a manner he reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. A person who so performs his duties shall not have any liability by reason of serving or having served as a Director. A Director shall not be liable under a judgment, decree or order of court, or in any other manner, for a debt, obligation or liability of the Company.

b. Meetings and Powers of Board of Directors. The Board of Directors shall establish meeting times, dates and places and requisite notice requirements and adopt rules or procedures consistent with the terms of this Agreement. Any action required to be taken at a meeting of the Board of Directors or any action that may be taken at a meeting of the Board of Directors, may be taken at a meeting held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at such meeting. Notwithstanding anything to the contrary in this Section 10, the Board of Directors may take without a meeting any action that may be taken by the Board of Directors under this Agreement if such action is approved by the unanimous written consent of the Directors.

Except as otherwise provided in this Agreement, all powers to manage the business and affairs of the Company shall be exclusively vested in the Board of Directors and the Board of Directors may exercise all powers of the Company and do all such lawful acts as are not by statute, the Certificate of Formation or this Agreement directed or required to be exercised or done by the Member and in so doing shall have the right and authority to take all actions which the Board of Directors deems necessary, useful or appropriate for the management and conduct of the business of the Company; provided, however, that the Member may amend this Agreement at any time and thereby broaden or limit the Board of Directors’ power and authority.

c. Officers. The Company shall have officers who are appointed by the Board of Directors. The officers of the Company may include a President, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. The initial officers of the Company shall be as set forth on Exhibit B attached hereto. The powers and duties of the officers shall be as follows:

The President. The President shall have, subject to the supervision, direction and control of the Board of Directors, the general powers and duties of supervision, direction and management of the affairs and business of the Company usually vested in the president of a corporation, including, without limitation, all powers necessary to direct and control the organizational and reporting relationships within the Company.

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The Vice Presidents. Each Vice President shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors or the President.

The Secretary. The Secretary shall attend meetings of the Board of Directors and meetings of the Member and record all votes and minutes of all such proceedings in a book kept for such purpose. He or she shall have all such further powers and duties as generally are incident to the position of a secretary of a corporation or as may from time to time be assigned to him or her by the Board of Directors or the President.

The Assistant Secretaries. Each Assistant Secretary shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors, the President, or the Secretary.

The Treasurer. The Treasurer shall have custody of the Company’s funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit or cause to be deposited moneys or other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board of Directors. The Treasurer shall also maintain adequate records of all assets, liabilities, and transactions of the Company and shall see that adequate audits thereof are currently and regularly made. The Treasurer shall have such other powers and perform such other duties that generally are incident to the position of a treasurer of a corporation or as may from time to time be assigned to him or her by the Board of Directors or the President.

The Assistant Treasurers. Each Assistant Treasurer shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors, the President, or the Treasurer.

d. Indemnification of the Member, Directors and Officers.

(1) Indemnification. The Company shall indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter, a “Proceeding”), by reason of the fact that such person is or was a Member, Director or Officer of the Company, or is or was serving at the request of the Company as a Director or Officer of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise. The Company may indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made party to any Proceeding, by reason of the fact that such person is or was an employee or agent of the Company, or is or was serving at the request of the Company as an employee or agent of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise.

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(2) Advancement of Expenses. With respect to any person made or threatened to be made a party to any threatened, pending, or completed Proceeding, by reason of the fact that such person is or was a Member, Director or Officer of the Company, the Company shall pay the expenses (including attorneys’ fees) incurred by such person in defending any such Proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that the payment of expenses (including attorneys’ fees) incurred by such person in advance of the final disposition of such Proceeding shall be made only upon receipt of an undertaking (hereinafter an “undertaking”) by such person to repay all amounts advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such person is not entitled to be indemnified for such expenses under this Section 10 or otherwise; and further provided that with respect to a Proceeding initiated against the Company by a Member, Director or Officer of the Company (including a person serving at the request of the Company as a director or officer of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise), such Member, Director or Officer shall be entitled under this Section to the payment of expenses (including attorneys’ fees) incurred by such person in defending any counterclaim, cross-claim, affirmative, defense, or like claim of the Company in connection with such Proceeding in advance of the final disposition of such proceeding only if such proceeding was authorized by the Board of Directors of the Company. With respect to any person made or threatened to be made a party to any Proceeding, by reason of the fact that such person is or was an employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise, the Company may, in its discretion and upon such terms and conditions, if any, as the Company deems appropriate, pay the expenses (including attorneys’ fees) incurred by such person in defending any such Proceeding in advance of its final disposition.

(3) Claims. With respect to any person made or threatened to be made a party to any Proceeding, by reason of the fact that such person is or was a Member, Director or Officer of the Company, or is or was serving at the request of the Company as a director or officer of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise, the rights to indemnification and to the advancement of expenses conferred in subsections (1) and (2) above shall be contract rights. If a claim under subsection (1) or (2) above with respect to such rights is not paid in full by the Company within sixty days after a written demand has been received by the Company, except in the case of a claim for an advancement of expenses by an Officer, Director or Member of the Company, in which case the applicable period shall be twenty days, the person seeking to enforce a right to indemnification or an advancement of expenses hereunder may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the person seeking to enforce a right to indemnification or an advancement of expenses hereunder or the person from whom the Company seeks to recover an advancement of expenses shall also be entitled to be paid the expenses (including attorneys’ fees) of prosecuting or defending such suit. In any suit brought by a person seeking to enforce a right to indemnification hereunder (but not in a suit brought by a person seeking to enforce a right to an advancement of expenses hereunder) it shall be a defense that the person seeking to enforce a right to indemnification has not met any applicable standard for indemnification under applicable law. In any suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such expenses upon a final

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adjudication that the person from whom the Company seeks to recover an advancement of expenses has not met any applicable standard for indemnification under applicable law. With respect to any suit brought by a person seeking to enforce a right to indemnification hereunder (including any suit seeking to enforce a right to the advancement of expenses hereunder) or any suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, neither the failure of the Company to have made a determination prior to commencement of such suit that indemnification of such person is proper in the circumstances because such person has met the applicable standards of conduct under applicable law, nor an actual determination by the Company that such person has not met such applicable standards of conduct, shall create a presumption that such person has not met the applicable standards of conduct or, in a case brought by such person seeking to enforce a right to indemnification, be a defense to such suit. In any suit brought by a person seeking to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the person seeking to enforce a right to indemnification or to an advancement of expenses or the person from whom the Company seeks to recover an advancement of expenses is not entitled to be indemnified, or to such an advancement of expenses, under this Section 10 or otherwise shall be on the Company.

(4) Non-exclusive Rights. The indemnification and advancement of expenses provided in this Section 10 shall not be deemed exclusive of any other rights to which any person indemnified may be entitled under any agreement or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be such Member, Director, Officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

(5) Insurance. The Company may purchase and maintain insurance on behalf of any person who is or was a Member, Director, Officer, employee, or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of this Section 10 or otherwise.

e. Rights and Powers of the Member. The Member shall not have any right or power to take part in the management or control of the Company or its business and affairs or to act for or bind the Company in any way. Notwithstanding the foregoing, the Member has all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the Act. The Member has no voting rights except with respect to those matters specifically set forth in this Agreement and, to the extent not inconsistent herewith, as required in the Act. Notwithstanding any other provision of this Agreement, no action may be taken by the Company (whether by the Board of Directors, Officers, or otherwise) in connection with any of the following matters without the written consent of the Member:

(1) the dissolution or liquidation, in whole or in part, of the Company, or the institution of proceedings to have the Company adjudicated bankrupt or insolvent;

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(2) the filing of a petition seeking or consenting to reorganization or relief under any applicable federal or state bankruptcy law;

(3) consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property;

(4) the merger of the Company with any other entity;

(5) the sale of all or substantially all of the Company’s assets; or

(6) the amendment of this Agreement.

11. Distributions. The Board of Directors may cause the Company to distribute any cash held by it which is neither reasonably necessary for the operation of the Company nor in violation of Sections 57C-4-06 or 57C-6-05 of the Act to the Member at any time.

12. Assignments. The Member may assign all or any part of its Interest in the sole discretion of the Member. Any transferee of all or any portion of an Interest shall automatically be deemed admitted to the Company as a substituted Member in respect of the Interest or such portion thereof transferred by the transferring Member and the transferring Member shall be deemed withdrawn in respect of such Interest or portion thereof; provided, in any event, that the transferee must agree in a document or instruction reasonably acceptable to the Board of Directors to be bound by the terms of this Agreement.

13. Withdrawal. The Member may withdraw from the Company at any time. Upon any such permitted withdrawal, the withdrawing Member shall receive the fair value of its Interest, determined as of the date it ceases to be a Member.

14. Additional Members. Additional Persons may be admitted as Members in the Company only with the consent of the Member.

15. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the earliest to occur of (a) the decision of the Member, or (b) an event of dissolution of the Company under the Act; provided, however, that ninety (90) days following any event terminating the continued membership of the Member, if the Personal Representative (as defined in the Act) of the Member agrees in writing to continue the Company and to admit itself or some other person as a member of the Company effective as of the date of the occurrence of the event that terminated the continued membership of the Member, then the Company shall not be dissolved and its affairs shall not be wound up.

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16. Distributions upon Dissolution. Upon the occurrence of an event set forth in Section 15 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and the Member, and the Member, the Board of Directors, and the Officers shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member, the Board of Directors, and the Officers until such time as the Company has filed articles of dissolution pursuant to the Act, the property of the Company been distributed pursuant to this Section 16 and the company has completely wound up its affairs in accordance with this Agreement and the Act. The Board of Directors shall be responsible for overseeing the winding up and dissolution of the Company. Upon the occurrence of an event set forth in Section 15 hereof, the Board of Directors shall take full account of the Company’s liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefore, to be applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company’s creditors to the extent required by Section 57C-6-05 of the Act.

17. Articles of Dissolution. Upon dissolution and commencement of winding up of the affairs of the Company in accordance with Section 15 hereof, any Director or Officer shall promptly cause to be executed and filed articles of dissolution in accordance with the Act and the laws of any other jurisdictions in which the Board of Directors deems such or any similar filing to be necessary or advisable

18. Compensation. No Member, Director or Officer shall receive compensation for services rendered to the Company. The Company shall reimburse the Member, any Director or any Officer for all expenses incurred and paid by any of them in the organization of the Company and in the conduct of the Company’s business. The Board of Director’s sole determination of which expenses are allocated to and reimbursed as a result of the Company’s activities or business and the amount of such expenses shall be conclusive. Such reimbursement shall be treated as expenses of the Company.

19. Limited Liability. No Member, Director or Officer shall have any liability for the obligations of the Company except to the extent required by the Act.

20. Amendment. This Agreement may be amended only in a writing signed by the Member.

21. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NORTH CAROLINA, EXCLUDING ANY CONFLICTS OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.

22. Severability. Except as otherwise provided in the succeeding sentence, every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement. The preceding sentence shall be of no force or effect if the consequence of enforcing the remainder of this Agreement without such illegal or invalid term or provision would be to cause any party to lose the benefit of its economic bargain.

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23. Consent to Jurisdiction Provision. The Member hereby (i) irrevocably submits to the non-exclusive jurisdiction of any North Carolina State court or Federal court sitting in Raleigh, North Carolina in any action arising out of this Agreement, and (ii) consents to the service of process by mail. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect its right to bring any action in any other court.

24. Relationship between the Agreement and the Act. Regardless of whether any provision of this Agreement specifically refers to particular Default Rules, (a) if any provision of this Agreement conflicts with a Default Rule, the provision of this Agreement controls and the Default Rule is modified or negated accordingly, and (b) if it is necessary to construe a Default Rule as modified or negated in order to effectuate any provision of this Agreement, the Default Rule is modified or negated accordingly. For purposes of this Section 24, “Default Rule” shall mean a rule stated in the Act that applies except to the extent it is negated or modified through the provisions of a limited liability company’s Articles of Organization or operating agreement.

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IN WITNESS WHEREOF, the undersigned has caused this Amended and Restated Agreement of Limited Liability Company to be executed as of the 24^th day of November 2010.

ORGANIZER: The Organizer, Richard B. Vilsoet, joins in this Agreement solely for the purpose of identifying and otherwise designating the party executing this Agreement as Member to be the initial member of the Company in accordance with sections 57C-2-20(c) and 57C-3-01(b)(l)(i) of the Act.	COMPANY: COMMUNICATION SERVICES, LLC
	By:	/s/ Richard B. Vilsoet
		Name: Richard B. Vilsoet Title:   Secretary
/s/ Richard B. Vilsoet Richard B. Vilsoet	GLOBE COMMUNICATIONS, LLC
	By:	/s/ Richard B. Vilsoet
		Name: Richard B. Vilsoet Title:   Secretary

EXHIBIT A

INITIAL DIRECTORS

Steven Nielsen

H. Andrew DeFerrari

EXHIBIT B

INITIAL OFFICERS

Steven Nielsen	President
Timothy R. Estes	Vice President
H. Andrew DeFerrari	Treasurer
Paul Connealy	Assistant Treasurer
Richard B. Vilsoet	Secretary

EX-3.58

Exhibit 3.58

AGREEMENT OF LIMITED LIABILITY COMPANY

OF

DYCOM IDENTITY, LLC

A DELAWARE LIMITED LIABILITY COMPANY

The undersigned members (individually, a “Member”, and collectively, the “Members”) hereby form a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et. seq. (the “Act”), and hereby agree as follows:

1. Name. The name of the limited liability company formed hereby (the “Company”) is Dycom Identity, LLC. The Board of Directors (as hereinafter defined) may change the name of the Company upon ten (10) business days’ notice to the Members.

2. Purpose and Powers. The purpose of the Company is to engage in any activity for which limited liability companies may be organized in the State of Delaware. The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

3. Registered Office. The registered office of the Company in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, DE 19801.

4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware are The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, DE 19801, or any successor as appointed by the Members.

5. Admission. Simultaneously with the execution and delivery of this Agreement and the filing of the Certificate of Formation with the Office of the Secretary of State of the State of Delaware, each of Dycom Industries, Inc. (“Dycom”). Ervin Cable Construction, Inc. (“Ervin”), and Locating, Inc. (“Locating”) is admitted as a Member of the Company in respect of a limited liability company interest having the Percentage Interest as defined and set forth in Section 9 hereof.

6. Management.

a. Board of Directors. The management of the Company shall be vested in a Board of Directors (the “Board of Directors”) elected by a majority of Percentage Interests of the Members. The total number of members on the Board of Directors (the “Directors”) shall initially be two unless otherwise fixed at a different number by an amendment hereto or a resolution signed by the Members. The Members hereby elect as the initial Directors of the Company the individuals set forth on Exhibit A attached hereto, who shall serve until their

respective successors are elected and qualified. A Director shall remain in office until removed by a written instrument signed by more than a majority in Percentage Interest of all Members or until such Director resigns in a written instrument delivered to the Members or such Director dies or is unable to serve. In the event of any such vacancy, the Members by a majority in Percentage Interest vote may fill the vacancy. Each Director shall have one (1) vote. Except as otherwise provided in this Agreement, the Board of Directors shall act by the affirmative vote of a majority of the total number of Directors. Each Director shall perform his or her duties as such in good faith, in a manner he or she, as the case may be, reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. A person who so performs his or her duties shall not have any liability by reason of serving or having served as a Director. A Director shall not be liable under a judgment, decree or order of court, or in any other manner, for a debt, obligation or liability of the Company.

b. Meetings and Powers of Board of Directors. The Board of Directors shall establish meeting times, dates and places and requisite notice requirements and adopt rules or procedures consistent with the terms of this Agreement. Any action required to be taken at a meeting of the Board of Directors or any action that may be taken at a meeting of the Board of Directors, may be taken at a meeting held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at such meeting. Notwithstanding anything to the contrary in this Section 6, the Board of Directors may take without a meeting any action that may be taken by the Board of Directors under this Agreement if such action is approved by the unanimous written consent of the Directors.

Except as otherwise provided in this Agreement, all powers to manage the business and affairs of the Company shall be exclusively vested in the Board of Directors and the Board of Directors may exercise all powers of the Company and do all such lawful acts as are not by statute, the Certificate of Formation or this Agreement directed or required to be exercised or done by the Members and in so doing shall have the right and authority to take all actions which the Board of Directors deems necessary, useful or appropriate for the management and conduct of the business of the Company; provided, however, that the Members may amend this Agreement at any time and thereby broaden or limit the Board of Directors’ power and authority.

c. Officers. The Company shall have officers (the “Officers”) who are appointed by the Board of Directors. The Officers of the Company may include a President, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. The initial Officers of the Company shall be as set forth on Exhibit B attached hereto. The powers and duties of the Officers shall be as follows:

The President. The President shall have, subject to the supervision, direction and control of the Board of Directors, the general powers and duties of supervision, direction and management of the affairs and business of the Company usually vested in the president of a corporation, including, without limitation, all powers necessary to direct and control the organizational and reporting relationships within the Company.

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The Vice Presidents. Each Vice President shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors or the President.

The Secretary. The Secretary shall attend meetings of the Board of Directors and meetings of the Member and record all votes and minutes of all such proceedings in a book kept for such purpose. He or she shall have all such further powers and duties as generally are incident to the position of a secretary of a corporation or as may from time to time be assigned to him or her by the Board of Directors or the President.

The Assistant Secretaries. Each Assistant Secretary shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors, the President, or the Secretary.

The Treasurer. The Treasurer shall have custody of the Company’s funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit or cause to be deposited moneys or other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board of Directors. The Treasurer shall also maintain adequate records of all assets, liabilities, and transactions of the Company and shall see that adequate audits thereof are currently and regularly made. The Treasurer shall have such other powers and perform such other duties that generally are incident to the position of a treasurer of a corporation or as may from time to time be assigned to him or her by the Board of Directors or the President.

The Assistant Treasurers. Each Assistant Treasurer shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors, the President, or the Treasurer.

Each of the Officers and Directors of the Company shall be an “authorized person” within the meaning of the Act for purposes of executing and filing the Certificate of Formation of the Company.

d. Indemnification of the Members, Directors and Officers.

(1) Indemnification. The Company shall indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter, a “Proceeding”), by reason of the fact that such person is or was a Member, Director or Officer of the Company, or is or was serving at the request of the Company as a Director or Officer of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise. The Company may indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made party to any Proceeding, by reason of the fact that such person is or was an employee or agent of the Company, or is or was serving at the request of the Company as an employee or agent of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise.

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(2) Advancement of Expenses. With respect to any person made or threatened to be made a party to any threatened, pending, or completed Proceeding, by reason of the fact that such person is or was a Member, Director or Officer of the Company, the Company shall pay the expenses (including attorneys’ fees) incurred by such person in defending any such Proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that the payment of expenses (including attorneys’ fees) incurred by such person in advance of the final disposition of such Proceeding shall be made only upon receipt of an undertaking (hereinafter an “undertaking”) by such person to repay all amounts advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such person is not entitled to be indemnified for such expenses under this Section 6 or otherwise; and further provided that with respect to a Proceeding initiated against the Company by a Member, Director or Officer of the Company (including a person serving at the request of the Company as a director or officer of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise), such Member, Director or Officer shall be entitled under this Section to the payment of expenses (including attorneys’ fees) incurred by such person in defending any counterclaim, cross-claim, affirmative defense, or like claim of the Company in connection with such Proceeding in advance of the final disposition of such proceeding only if such proceeding was authorized by the Board of Directors of the Company. With respect to any person made or threatened to be made a party to any Proceeding, by reason of the fact that such person is or was an employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise, the Company may, in its discretion and upon such terms and conditions, if any, as the Company deems appropriate, pay the expenses (including attorneys’ fees) incurred by such person in defending any such Proceeding in advance of its final disposition.

(3) Claims. With respect to any person made or threatened to be made a party to any Proceeding, by reason of the fact that such person is or was a Member, Director or Officer of the Company, or is or was serving at the request of the Company as a director or officer of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise, the rights to indemnification and to the advancement of expenses conferred in subsections (1) and (2) above shall be contract rights. If a claim under subsection (1) or (2) above with respect to such rights is not paid in full by the Company within sixty days after a written demand has been received by the Company, except in the case of a claim for an advancement of expenses by an Officer, Director or Member of the Company, in which case the applicable period shall be twenty days, the person seeking to enforce a right to indemnification or an advancement of expenses hereunder may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the person seeking to enforce a right to indemnification or an advancement of expenses hereunder or the person from whom the Company seeks to recover an advancement of expenses shall also be entitled to be paid the expenses (including attorneys’ fees) of prosecuting or defending such suit. In any suit brought by a person seeking to enforce a right

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to indemnification hereunder (but not in a suit brought by a person seeking to enforce a right to an advancement of expenses hereunder) it shall be a defense that the person seeking to enforce a right to indemnification has not met any applicable standard for indemnification under applicable law. In any suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such expenses upon a final adjudication that the person from whom the Company seeks to recover an advancement of expenses has not met any applicable standard for indemnification under applicable law. With respect to any suit brought by a person seeking to enforce a right to indemnification hereunder (including any suit seeking to enforce a right to the advancement of expenses hereunder) or any suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, neither the failure of the Company to have made a determination prior to commencement of such suit that indemnification of such person is proper in the circumstances because such person has met the applicable standards of conduct under applicable law, nor an actual determination by the Company that such person has not met such applicable standards of conduct, shall create a presumption that such person has not met the applicable standards of conduct or, in a case brought by such person seeking to enforce a right to indemnification, be a defense to such suit. In any suit brought by a person seeking to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the person seeking to enforce a right to indemnification or to an advancement of expenses or the person from whom the Company seeks to recover an advancement of expenses is not entitled to be indemnified, or to such an advancement of expenses, under this Section 6 or otherwise shall be on the Company.

(4) Non-exclusive Rights. The indemnification and advancement of expenses provided in this Section 6 shall not be deemed exclusive of any other rights to which any person indemnified may be entitled under any agreement or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be such Member, Director, Officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

(5) Insurance. The Company may purchase and maintain insurance on behalf of any person who is or was a Member, Director, Officer, employee, or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of this Section 6 or otherwise.

e. Rights and Powers of the Members. The Members shall not have any right or power to take part in the management or control of the Company or its business and affairs or to act for or bind the Company in any way. Notwithstanding the foregoing, the Members have all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the Act. The Members have no voting rights except with respect to those matters specifically set forth in this Agreement and, to the extent not

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inconsistent herewith, as required in the Act. Notwithstanding any other provision of this Agreement, no action may be taken by the Company (whether by the Board of Directors, Officers, or otherwise) in connection with any of the following matters without the written consent of the Members:

(1) the dissolution or liquidation, in whole or in part, of the Company, or the institution of proceedings to have the Company adjudicated bankrupt or insolvent;

(2) the filing of a petition seeking or consenting to reorganization or relief under any applicable federal or state bankruptcy law;

(3) consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property;

(4) the merger of the Company with any other entity;

(5) the sale of all or substantially all of the Company’s assets; or

(6) the amendment of this Agreement.

7. Capital Contributions. Simultaneously with the execution hereof, each Member agrees to contribute to the Company (as to each, its “Capital Contribution”) the amount of money or property set opposite such Member’s name on the attached Schedule A. The Members agree that any property being contributed on the date hereof shall for all purposes hereunder have the value set forth on the attached Schedule A. On such dates as the Members shall unanimously agree from time to time, the Members may make such additional capital contributions as the Members shall unanimously agree. No Member is required to make any contribution of property or money to the Company in excess of its respective Capital Contribution.

8. Capital Accounts. An account shall be established in the Company’s books for each Member and transferee (each a “Capital Account”) in accordance with the rules of Section 704 of the Code (as defined in Section 11(c) hereof) and Section 1.704-l(b) of the Regulations (as defined in Section 11(c) hereof).

9. Percentage Interest. Each Member’s interest in the Company shall be expressed as a percentage equal to the ratio on any date of such Member’s Capital Account on such date to the aggregate Capital Accounts of all Members on such date, such Capital Accounts to be determined after giving effect to all contributions of property or money, distributions and allocations for all periods ending on or prior to such date (as to any Member, his, her, or its, as the case may be, “Percentage Interest”). As of the date hereof, each Member’s initial Percentage Interest is as set forth below:

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Name of Member	Percentage Interest
Dycom Industries, Inc.		10.1	%
Ervin Cable Construction, Inc.		74.8	%
Locating, Inc.		15.1	%

10. Tax Characterization. The Members acknowledge that it is the intention of the Company to be treated as a partnership for federal and all relevant state tax purposes. Except with the unanimous consent of the Members, no Member, Director, or Officer shall take any action to cause the Company to elect to be taxed as an association taxable as a corporation for federal income tax purposes. The Board of Directors shall be obligated to satisfy all necessary and appropriate filing and reporting requirements. The Tax Matters Partner within the meaning of the Code shall be the Member, from time to time, having the largest Percentage Interest.

11. Allocation of Profits and Losses.

(a) General Allocation Rules. After giving effect to the special allocations set forth in Section 11(b) hereof, the profits and losses of the Company shall be allocated to the Members in accordance with their respective Percentage Interest.

(b) Special Allocation Rules. The following special allocations shall be made in the following order:

(1) Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, notwithstanding any other provision of this Section 11, if there is a net decrease in Company Minimum Gain (as defined in Section 11(c) hereof) during any Allocation Year (as defined in Section 11(c) hereof), each Member shall be specially allocated items of Company income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Section 1.704-2(g) of the Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections 1.704-2(f)(6) and 1.704-2(j)(2) of the Regulations. This Section 11(b)(1) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

(2) Member Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, notwithstanding any other provision of this Section 11, if there is a net decrease in Member Nonrecourse Debt Mnimum Gain (as defined in Section 11(c) hereof) attributable to a Member Nonrecourse Debt (as defined in Section 11(c) hereof) during any Allocation Year, each Member who has a share of the Member Nonrecourse Debt Mnimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Company

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income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(4) of the Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations. This Section 11(b)(2) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith.

(3) Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-l(b)(2)(ii)(d)(4), 1.704-l(b)(2)(ii)(d)(5), or 1.704-l(b)(2)(ii)(d)(6) of the Regulations, items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit (as defined in Section 11(c) hereof) of the Member as quickly as possible, provided that an allocation pursuant to this Section 11 shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Section 11 have been tentatively made as if this Section 11(b)(3) were not in this Agreement.

(4) Nonrecourse Deductions. Nonrecourse Deductions (as defined in Section 11(c) hereof) for any Allocation Year shall be specially allocated to the Members in proportion to their respective Percentage Interest.

(5) Member Nonrecourse Deductions. Any Member Nonrecourse Deductions (as defined in Section 11(c) hereof) for any Allocation Year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(i)(l).

(6) Section 734(b) and 743(b) Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Sections 1.704-l(b)(2)(iv)(m)(2) or 1.704-l(b)(2)(iv)(m)(4) of the Regulations, to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of such Member’s interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event Section 1.704-l(b)(2)(iv)(m)(2) of the Regulations applies, or to the Member to whom such distribution was made in the event Section 1.704-l(b)(2)(iv)(m)(4) of the Regulations applies.

(c) Definitions for Special Allocation Rules.

(1) “Adjusted Capital Account Deficit” means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Allocation Year, after giving effect to the following adjustments:

(1) Credit to such Capital Account any amounts which such Member is deemed to be obligated to restore pursuant to the penultimate sentences in Sections 1.704-2(g)(l) and 1.704-2(i)(5) of the Regulations; and

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(ii) Debit to such Capital Account the items described in Sections 1.704-l(b)(2)(ii)(d)(4), 1.704-1 (b)(2)(ii)(d)(5), and 1.704-l(b)(2)(ii)(d)(6) of the Regulations.

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-1 (b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

(2) “Allocation Year” means (i) the period commencing on the date hereof and ending on December 31, 2003, (ii) any subsequent twelve (12) month period commencing on January 1 and ending on December 31, or (iii) any portion of the period described in clauses (i) or (ii) for which the Company is required to allocate profits, losses and other items of Company income, gain, loss or deduction pursuant to Section 11 hereof.

(3) “Code” means the Internal Revenue Code of 1986, as amended.

(4) “Company Minimum Gain” shall have the same meaning as the term “Partnership Minimum Gain” in Sections 1.704-2(b)(2) and 1.704-2(i)(2) of the Regulations.

(5) “Member Nonrecourse Debt” shall have the same meaning as the term “Partner nonrecourse debt” in Section 1.704-2(b)(4) of the Regulations.

(6) “Member Nonrecourse Debt Minimum Gain” means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Section 1.704-2(i)(3) of the Regulations.

(7) “Member Nonrecourse Deductions” shall have the same meaning as the term “Partner nonrecourse deductions” in Sections 1.704-2(i)(l) and 1.704-2(i)(2) of the Regulations.

(8) “Nonrecourse Deductions” shall have the meaning ascribed thereto in Section 1.704-2(b)(1) of the Regulations.

(9) “Regulations” means the Treasury Regulations promulgated under the Code.

(d) Ameliorative Allocations. The allocations set forth in Sections 11(b)(1), 11(b)(2), 11(b)(3), 11(b)(4), 11(b)(5), 11(b)(6) and 11(e) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset

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either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 11(d). Therefore, notwithstanding any other provision of this Section 11 (other than the Regulatory Allocations), the Board of Directors shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner they determine appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Section 11(a).

(e) Loss Limitation. Losses allocated pursuant to Section 11(a) hereof shall not exceed the maximum amount of losses that can be allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Allocation Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of losses pursuant to Section 11(a) hereof, the limitation set forth in this Section 11(e) shall be applied on a Member by Member basis and losses not allocable to any Member as a result of such limitation shall be allocated to the other Members in accordance with the positive balances in such Member’s Capital Accounts so as to allocate the maximum permissible losses to each Member under Section 1.704-1 (b)(2)(ii)(d) of the Regulations.

(f) Other Allocation Rules.

(1) For purposes of determining the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Board of Directors using any permissible method under Code Section 706 and the Regulations thereunder.

(2) The Members are aware of the income tax consequences of the allocations made by this Section 11 and hereby agree to be bound by the provisions of this Section 11 in reporting their shares of Company income and loss for income tax purposes.

(3) To the extent permitted by Section 1.704-2(h)(3) of the Regulations, the Board of Directors shall endeavor to treat distributions pursuant to Section 19 hereof as having been made from the proceeds of a Nonrecourse Liability or a Member Nonrecourse Debt only to the extent that such distributions would cause or increase an Adjusted Capital Account Deficit for any Member.

(4) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial gross asset value using the traditional allocation method under Regulations to Section 704(c) of the Code.

12. Distributions. At the time determined by the Board of Directors, the Board of Directors shall cause the Company to distribute any cash held by it which is neither reasonably necessary for the operation of the Company nor in violation of Sections 18-607 or 18-804 of the Act. Except as set forth in Section 19, cash available for distribution shall be distributed to the Members in accordance with their respective Percentage Interests.

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13. Compensation. No Member, Director or Officer shall receive compensation for services rendered to the Company. The Company shall reimburse any Member, any Director or any Officer for all expenses incurred and paid by any of them in the organization of the Company and in the conduct of the Company’s business. The Board of Director’s sole determination of which expenses are allocated to and reimbursed as a result of the Company’s activities or business and the amount of such expenses shall be conclusive. Such reimbursement shall be treated as expenses of the Company.

14. Assignments.

a. Other than in connection with a transfer to an Affiliate (as defined below) of such Member, a Member may assign all or any part of its limited liability company interest only with the consent of all other Members. Other than in connection with a transfer pursuant to the immediately preceding sentence, a transferee of a limited liability company interest can only become a substituted Member with the consent of all other Members. “Affiliate” as used herein means, as to any Member, any other entity directly or indirectly controlling, controlled by or under direct or indirect common control with such Member. “Control” means the power to direct the management and policies of an entity, directly or indirectly, whether through ownership of voting securities, by contract or otherwise. “Controlled” and “Controlling” have meanings correlative to the foregoing.

b. Each Member by its execution hereof hereby consents to any transfer authorized by subsection a. above and any withdrawals and admissions of Members in connection therewith. Any substituted Member by its acceptance of a limited liability company interest in the Company thereby agrees to be bound by each of the terms of this Agreement and consents to any transfer authorized by subsection a. above and any withdrawals and admissions of Members in connection therewith.

15. Withdrawal. Other than in connection with the Initial Transfers, any Member may withdraw from the Company only upon the consent of all other Members. Upon any such permitted withdrawal, the withdrawing Member shall receive the fair value of its limited liability company interest, determined as of the date it ceases to be a Member.

16. Limited Liability. No Member, Director or Officer shall have any liability for the obligations of the Company except to the extent required by the Act.

17. Additional Members. Additional Members (as opposed to substitute Members under Section 14) can only be admitted to the Company upon the consent of all Members, which consent may be evidenced by, among other things, the execution of an amendment to or an amendment and restatement of this Agreement.

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18. Term. The Company shall dissolve, and its affairs shall be wound up, upon the earliest to occur of (i) the unanimous decision of the Members and (ii) an event of dissolution of the Company under the Act.

19. Dissolution. Upon the occurrence of an event set forth in Section 18 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and the Members, and the Members, the Board of Directors, and the Officers shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members, the Board of Directors, and the Officers until such time as the property of the Company has been distributed pursuant to this Section 19 and the Certificate of Formation has been cancelled pursuant to the Act. The Board of Directors shall be responsible for overseeing the winding up and dissolution of the Company. Upon the occurrence of an event set forth in Section 18 hereof, the Board of Directors shall take full account of the Company’s liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefore, to be applied and distributed, to the maximum extent permitted by law, to the Members, in the following order:

(a) First, to creditors (including Members who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made and liabilities for distribution to members under Section 18-601 or 18-604 of the Act;

(b) Second, except as provided in this Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions under Sections 18-601 or 18-604 of the Act;

(c) Third, to the Members in accordance with the positive balance in their Capital Accounts, after giving effect to all contributions, distributions and allocations for all periods; and

(d) The balance, if any, to the Members in accordance with Percentage Interests.

20. Deficit Capital Accounts. If any Member has a deficit balance in its Capital Account (after giving effect to all contributions, distributions, and allocations for all taxable years, including the taxable year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever.

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21. Contribution and Liquidation. Notwithstanding any other provision of this Agreement, in the event the Company is liquidated within the meaning of Section 1.704-l(b)(2)(ii)(g) of the Regulations but no event set forth in Section 18 has occurred, the property of the Company shall not be liquidated, the Company’s debts and other liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all its property and liabilities to a new limited liability company in exchange for an interest in such new limited liability company, and immediately thereafter, the Company will be deemed to liquidate by distributing interests in the new limited liability company to the Members.

22. Amendment. This Agreement may be amended only in a writing signed by all of the Members.

23. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICTS OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.

24. Severability. Except as otherwise provided in the succeeding sentence, every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement. The preceding sentence shall be of no force or effect if the consequence of enforcing the remainder of this Agreement without such illegal or invalid term or provision would be to cause any party to lose the benefit of its economic bargain.

25. Gender. Wherever used herein the singular number shall include the plural, the plural the singular, and the use of any gender shall include all genders.

26. Notices. Any notice, payment, demand or communication required or permitted to be given by any provision of this Agreement shall be in writing or by facsimile and shall be deemed to have been delivered, given and received for all purposes (i) if delivered personally to the person or to an officer of the person to whom the same is directed or (ii) when the same is actually received, if sent either by courier or delivery service or registered or certified mail, postage and charges prepaid, or by facsimile, if such facsimile is followed by a hard copy of the facsimiled communication sent by registered or certified mail, postage and charges prepaid, addressed to the recipient party at the address set forth for such party above.

27. Consent to Jurisdiction/Service of Process. Each party hereto (i) irrevocably submits to the non-exclusive jurisdiction of any Delaware State court or Federal court sitting in Wilmington, Delaware in any action arising out of this Agreement and (ii) consents to the service of process by mail. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect its right to bring any action in any other court.

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28. Counterpart Execution. This Agreement may be executed in any number of counterparts with the same effect as if all of the Members had signed the same document. All counterparts shall be construed together and shall constitute one agreement. This Agreement may be delivered by facsimile transmission of the relevant signature pages hereof.

29. Relationship between the Agreement and the Act. Regardless of whether any provision of this Agreement specifically refers to particular Default Rules, (a) if any provision of this Agreement conflicts with a Default Rule, the provision of this Agreement controls and the Default Rule is modified or negated accordingly, and (b) if it is necessary to construe a Default Rule as modified or negated in order to effectuate any provision of this Agreement, the Default Rule is modified or negated accordingly. For purposes of this Section 29, “Default Rule” shall mean a rule stated in the Act which applies except to the extent it is negated or modified through the provisions of a limited liability company’s Certificate of Formation or operating agreement.

[SIGNATURES ON NEXT PAGE]

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IN WITNESS WHEREOF, each of the undersigned has caused this Agreement of Limited Liability Company to be duly executed as of the 21 day of March, 2003.

DYCOM INDUSTRIES, INC., Member
By:	/s/ Richard L. Dunn
	Name: Richard L. Dunn
	Title: Senior Vice President

ERVIN CABLE CONSTRUCTION, INC., Member
By:	/s/ Richard L. Dunn
	Name: Richard L. Dunn
	Title: Secretary & Treasurer

LOCATING,INC., Member
By:	/s/ Richard L. Dunn
	Name: Richard L. Dunn
	Title: Secretary & Treasurer

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SCHEDULE A

CAPITAL CONTRIBUTIONS

MEMBER	CONTRIBUTION	AGREED VALUE		PERCENTAGE INTEREST
Dycom Industries, Inc.	All Common Stock in Point to Point, Inc. and Spectracom, Inc.	$	1,200,000		10.1	%
Ervin Cable Construction, Inc.	All rights in and to the trade name “Ervin Cable Construction”	$	8,900,000		74.8	%
Locating, Inc.	All rights in and to the tradename “Locating, Inc.”	$	1,800,000		15.1	%

EXHIBIT A

INITIAL DIRECTORS

Steven Nielsen

Richard L. Dunn

EXHIBIT B

INITIAL OFFICERS

Steven Nielsen	President
Timothy R. Estes	Vice President
Richard L. Dunn	Vice President, Treasurer & Secretary
John B. deVaux, Jr.	Assistant Treasurer

SCHEDULE A

[AS REVISED FOLLOWING THE INITIAL TRANSFERS]

CAPITAL CONTRIBUTIONS

MEMBER	CONTRIBUTION (or Contribution of Predecessor-in-Interest)	AGREED VALUE		PERCENTAGE INTEREST
Dycom Corporate Identity, Inc.	All Common Stock in Point to Point, Inc. and Spectracom, Inc.	$	10,400,000		84.9	%
	All rights in and to the trade name “Ervin Cable Construction”
Locating, Inc.	All rights in and to the trade name “Locating, Inc.”	$	1,700,000		15.1	%

EX-3.59

Exhibit 3.59

BY-LAWS

OF

E A TECHNICAL SERVICES, INC.

ARTICLE 1

Shareholder Meetings

1.1 Place of Meetings. Meetings of the shareholders shall be held at the place set forth in the notice thereof or in the event of a meeting held pursuant to a waiver of notice, as may be set forth in the waiver, but if no place is so specified, the meeting shall be at the registered office of the Corporation.

1.2 Annual Meetings. A meeting of shareholders of the Corporation shall be held annually, within five (5) months of the end of each fiscal year of the Corporation. The annual meeting shall be held at such time and place and on such date as the directors shall determine from time to time and as shall be specified in the notice of the meeting. At the annual meeting, the shareholders shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

1.3 Substitute Annual Meetings. If the annual meeting is not held as provided in Section 1.2, any business, including the election of directors, which might properly have been acted upon at that meeting may be acted upon at any subsequent shareholders’ meeting held pursuant to these by-laws or to a court order requiring a special or substitute annual meeting.

1.4 Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or the articles of incorporation are called as follows:

(a) a special meeting may be called by the Chairman of the Board or the President;

(b) a special meeting shall be called by the Secretary when so directed by the Board of Directors.

(c) in addition, the shareholders at any meeting of shareholders may by resolution call a special meeting to be held on a future date.

(d) in addition, a special meeting shall be called by the Secretary upon the Secretary’s receipt on one or more requests in writing by of shareholders owning at least twenty-five percent (25%) of the entire capital shares of the Corporation issued, outstanding, and entitled to vote. The record date for such matters to be determined for any purpose concerning any meeting called pursuant to this subparagraph (d)

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shall be the day preceding the date on which the first such request is received by the Secretary. Such request or requests by shareholders shall be signed, dated, and shall state the purpose or purposes for which the meeting is to be held. Separate requests shall be aggregated for the purposes of determining whether a meeting is required only if (i) such requests are received in the interim between meetings of shareholders, (ii) such requests are received within a period of fifty (50) days, and (iii) the purpose or purposes of the meeting stated in the separate requests are substantially identical.

1.5 Notices of Adjourned Meetings. Notice of any adjourned meeting need not be given if announcement of the new date, time and place is made at the meeting at which the adjournment is taken before adjournment and such new date is within 120 days of the original meeting date.

1.6 Voting of Shares. If a matter is presented at a meeting of shareholders, only those registered owners of shares represented in person or by proxy at a meeting shall be entitled to cast a vote. If a quorum exists at such meeting, action taken by the shareholders shall be taken by vote of a majority of the total number of shares represented at the meeting and entitled to vote, except as otherwise required by law, by the articles of incorporation, by these bylaws, or by written agreement of the shareholders on file with the Corporation. Voting on all matters at any meeting shall be by voice vote or by show of hands unless any qualified voter, prior to the voting on any matter, demands vote by ballot, in which case each ballot shall state the name of the shareholder voting and the number shares voted by him, and if such ballot be cast by proxy, it shall also state the name of such proxy.

1.7 Presiding Officer. The Chairman of the Board, or in his absence the President, or in the absence of both the Chairman of the Board and the President, the appointee of the meeting shall preside. The Secretary, or in his absence, the appointee of the presiding officer shall act as secretary of the meeting. The presiding officer may appoint such other persons as he deems appropriate to assist with the meeting.

ARTICLE 2

Directors

2.1 Number, Election, Term of Office. The Board of Directors shall consist of a variable number of members, the precise number, which shall not be less than one, to be fixed by resolution or action of the shareholders from time to time, or by written agreement of the shareholders which lawfully fixes or provides for fixing of such number and which is filed with the Corporation.

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2.2 Compensation of Directors. Directors may be allowed such compensation for attendance at regular or special meetings of the Board of Directors and of any special or standing committees thereof as may be from time to time determined by the shareholders.

2.3 Directors Acting in Other Capacities.

(a) A director may also serve the Corporation in a capacity other than that of director.

(b) A director so acting in another capacity may receive compensation, for services rendered in that other capacity, as such compensation is determined by the Board of Directors.

2.4 Removal. Any director may be removed from office, with or without cause, by the shareholders. The Board of Directors shall not have the power to amend this provision.

2.5 Shareholder Oversight. Any power granted to the Board of Directors, or any committee thereof, under or pursuant to these bylaws may be exercised by the shareholders at any time. All proceedings of the Board of Directors, or any committee thereof, shall be subject to revision or alteration by the shareholders, except to the extent action shall have been taken pursuant to or in reliance upon such proceedings prior to any such revision or alteration. The Board of Directors shall not have the power to amend this provision.

ARTICLE 3

Committees of Board of Directors

3.1 Meetings. Committees of the Board of Directors shall meet from time to time on call of the Chairman of the Board or the President or if a committee consists of more than one member, of any two (2) or more members of the committee. Each committee may fix its own rules of procedure. It shall keep a record of all its proceedings and shall report these proceedings to the Board of Directors at the meeting thereof held next after they have been taken.

3.2 Vote. A majority of the members of a committee shall constitute a quorum and a committee shall act by majority of its members present at a duly constituted meeting.

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ARTICLE 4

Meetings of the Board of Directors and Committees

4.1 Regular Meetings. The Board of Directors shall meet annually, without notice, immediately following the close of the annual meeting of the shareholders at the place thereof, or the Board of Directors may hold such annual meeting at such place and time as shall be fixed by the consent in writing of all the directors. In any such case, no notice of such meeting shall be necessary in order legally to constitute the meeting. In addition, the Board of Directors may at an annual meeting or at any regular or special meeting schedule other regular meetings to occur throughout the year. Notice of the scheduling of regular meeting shall be given to any director who was not present at the time the meeting was scheduled. It shall be sufficient notice that the director is informed of the scheduled date, time and place of the regular, meeting or meetings which have been scheduled. It shall not be necessary to give notice of the date, time, place or purpose of such regular meeting to any director who was present at the time the meeting was scheduled, or, once notice of the scheduling of such meeting has been given, any further notice thereof to any director who was absent.

4.2 Special Meetings and Notice. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President. A special meeting shall be called by the Chairman of the Board, the President or the Secretary on the written request of any two or more directors.

4.3 Statement of Purpose of Special Meeting. A notice of a special meeting of the Board of Directors must state, in general terms, the purposes thereof. Notice of any other meeting need not state the purpose thereof.

4.4 Quorum and Vote Required for Action. At all meetings of the Board of Directors, the presence of a majority of the authorized number of directors, but not less than two (2) directors, shall be necessary and sufficient to constitute a quorum for the transaction of business unless there be but one authorized director, then one director shall constitute a quorum. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law, by the articles of incorporation or by these bylaws.

4.5 Adjourned Meetings. In the absence of a quorum, a majority of the directors present at any meeting may adjourn the meeting from time to time until a quorum be had. Notice of any adjourned meeting held within seven (7) days of the originally scheduled meeting need only be given by announcement at the meeting at which the adjournment is taken.

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4.6 Committees. The provisions of this Article 5 apply to any meeting of any committee of the Board of Directors, except that no committee shall be required to conduct an annual meeting.

ARTICLE 5

Officers

5.1 Number. The Board of Directors at its annual meeting after each annual meeting of the shareholders shall elect the following officers: a Chairman of the Board, a President, a Secretary, and a Treasurer. The Board of Directors at any time and from time to time may appoint or authorize the appointment of such other officers as it shall deem necessary. The Board of Directors, by resolution from time to time, may confer upon one or more other officers of the Corporation such powers as are prescribed herein to any officer.

5.2 Compensation. The compensation, if any, of the officers of the Corporation shall be fixed by the Board of Directors or by an officer of the Corporation authorized by the Board of Directors to fix such compensation, except that no officer may be granted power to fix his own compensation. Any contract fixing the term or compensation of any officer beyond the next annual meeting of shareholders shall be subject to revision, alteration or cancellation by the shareholders prospectively from the date of such annual meeting. The Board of Directors shall not have the power to amend this provision.

5.3 Reimbursement by Officers. Any payments made to an officer of the Corporation such as a salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall, upon demand by the Corporation, be reimbursed by such officer to the Corporation to the full extent of such disallowance. The Board of Directors or the shareholders may demand payment of any such amount disallowed. In lieu of the payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

5.4 Term and Removal. Each officer of the Corporation shall hold office until his successor is chosen or until his earlier resignation, death or removal, or the termination of his office. Any officer may be removed by the Board of Directors, or by the shareholders, with or without cause. In addition, any officer appointed by another officer may be removed by the appointing officer with or without cause.

5.5 Chairman of the Board. The Chairman of the Board shall be chosen from among the directors. He shall be ex officio a member of all committees consisting of two or more members and entitled to vote on matters presented to such committees, unless otherwise provided in the resolution appointing the same. If present, the Chairman of the Board shall call meetings of the shareholders, the Board of Directors, and the committees on which he serves, to order and shall act as chairman of such meetings. He shall also perform such other duties as may be assigned to him by the Board of Directors.

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5.6 President. The President (Chief Executive Officer) shall have such duties and authority as shall be assigned by the Board of Directors. The President shall, unless otherwise provided by the Board of Directors, be the chief executive officer of the Corporation. He shall have general charge of the business and affairs of the Corporation and shall keep the Board of Directors fully advised. He shall employ and discharge employees and agents of the Corporation, except such as shall be elected by the Board of Directors, and he may delegate these powers. He shall have such powers and perform such duties as generally pertain to the office of the President as chief executive officer of the Corporation, as well as such further powers and duties as may be prescribed by the Board of Directors. The President may vote the shares or other securities of any other domestic or foreign corporation of any type or kind which may at any time be owned by the Corporation, may execute any shareholders’ or other consents in respect thereof and may in his discretion delegate such powers by executing proxies, or otherwise, on behalf of the Corporation.

5.7 Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the shareholders, and record all votes and the minutes of all proceedings in books to be kept for that purpose, and shall perform like duties for the Executive Committee and any standing committees of the Board when required. He shall give, or cause to be given, any notice required to be given of any meetings of the shareholders and of the Board of Directors, and of any committee thereof, and shall perform such other duties as may be prescribed by the Board of Directors or the Chairman of the Board, under whose supervision he shall be. Specifically, the Secretary may affix the corporate seal to all necessary documents and attest the signature of any officer of the Corporation. He shall have all such powers and duties as generally are incident to the position of corporate secretary or as may be assigned to him by the President or by the Board of Directors.

5.8 Treasurer. The Treasurer (Chief Financial Officer) shall have such duties as may be assigned to him by the Board of Directors, the Chairman of the Board, or the President, Subject to the supervision of the Board of Directors and the President, the Treasurer shall have charge of all funds and securities of the Corporation, shall endorse the same for deposit or collection when necessary and deposit the same to the credit of the Corporation in such banks or depositories as the Board of Directors may authorize. He may endorse all commercial documents requiring endorsements for or on behalf of the Corporation and may sign all receipts and vouchers for payments made to the Corporation. He shall have all such powers and duties as generally are incident to the position of corporate treasurer or as may be assigned to him by the President or by the Board of Directors.

5.9 Assistant Secretary and Assistant Treasurer. The President may appoint an Assistant Secretary or an Assistant Treasurer. An Assistant Secretary and Assistant Treasurer shall, in the absence or disability of the Secretary or Treasurer, respectively, perform the duties and exercise the powers of those offices.

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5.10 Delegation of Authority. In the event of the absence of any officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may delegate, for the time being, any or all of the powers or duties of such officer to any officer or to any director and may, in advance of any such event, or cause, provide for such temporary delegation.

5.11 Oversight. The powers of any officer under or delegated to him pursuant to these bylaws is subject to oversight and revision or alteration by the Board of Directors and shareholders, respectively, except to the extent action shall have been taken pursuant to or in reliance upon such power or delegation prior to any revision or alteration. The Board of Directors shall not have the power to amend this provision.

ARTICLE 6

Capital Shares

6.1 Certificates. The interest of each shareholder shall be evidenced by a certificate or certificates representing shares of the Corporation which shall be in such form as the Board of Directors may from time to time adopt and shall be numbered and shall be entered in the books of the Corporation as they are issued. Each certificate shall exhibit the holder’s name, the number of shares and class of shares and series, if any, represented thereby, the name of the Corporation, and a statement that the Corporation is organized under the laws of the State of Georgia. Each certificate shall be signed by the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary and may be sealed with the seal of the Corporation. In case any officer or officers, who shall have signed any such certificate or certificates, shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered, the signature shall be effective as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers.

6.2 Share Transfers. Shares of the Corporation shall be transferred only by surrender of the certificate for such shares (or in the case of a certificate alleged to have been lost, stolen or destroyed, upon compliance with the provisions of Article 6.4 of these bylaws) and transfer entry upon the stock book of the Corporation and shall be required only by the person named in the certificate, or by such person’s attorney lawfully constituted in writing.

6.3 Rights of Corporation With Respect To Registered Owners. The Corporation shall be entitled to treat the person registered on its stock book as the owner of any share of the Corporation, as the person entitled to vote such share, to receive any dividend or

7

other distribution with respect to such shares, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law or by the written agreement of the shareholders on file with the Corporation.

6.4 Lost, Stolen or Destroyed Certificates. Any person claiming a share certificate to be lost, stolen or destroyed shall make an affidavit or affirmation of the fact in such manner as the Board of Directors may require and shall, if the directors so require, give the Corporation a bond of indemnity in form and amount and with one or more sureties satisfactory to the Board of Directors, whereupon an appropriate new certificate may be issued in lieu of the one alleged to have been lost, stolen or destroyed.

6.5 Duties of Corporation to Register Transfer. Notwithstanding any of the provisions of Article 62 of these bylaws, the Corporation is under a duty to register the purported transfer of its shares only if:

(a) the share certificate is endorsed by the appropriate person or persons as determined by the Board of Directors; and

(b) assurance reasonably satisfactory to the Corporation is given that these endorsements are genuine and effective; and

(c) the Corporation has no duty to inquire into adverse claims or has discharged any such duty; and

(d) any applicable law relating to the collection of taxes has been complied with; and

(e) the transferee reasonably satisfies the Corporation that the purported transfer is in fact rightful or is to a bona fide purchaser; and

(f) the transferee satisfies the Corporation that the purported transfer does not violate the terms of any shareholders agreement.

ARTICLE 7

Miscellaneous

7.1 Fiscal Year. The Corporation shall be on a calendar year basis unless a fiscal year is otherwise fixed by a vote of the Board of Directors.

7.2 Seal. The corporate seal shall be in such form as the Board of Directors may from time to time determine.

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7.3 Appointment of Agents. The President shall be authorized and empowered in the name and as the act and deed of the Corporation to name and appoint general and special agents, representatives and attorneys to represent the Corporation in the United States or in any foreign country or countries and to name and appoint attorneys and proxies to vote any shares in any other corporation at any time owned or held of record by the Corporation, and to prescribe, limit and define the powers and duties of such agents, representatives, attorneys and proxies, and to make substitution, revocation or cancellation in whole or in part of any power or authority conferred on any such agent, representative, attorney or proxy. No such appointment shall authorize the agent, representative or attorney so appointed to perform any act which the President has not been authorized by the Board of Directors to perform or to perform any act, the authority or responsibility for which has been delegated to any other officer. All powers of attorney or other instruments under which such agents, representatives, attorneys or proxies shall be so named and appointed shall be signed and executed by the President and the corporate seal shall be affixed thereto. Any substitution, revocation or cancellation shall be signed in like manner, provided always that any agent, representative, attorney or proxy when so authorized by the instrument appointing him may substitute or delegate his powers in whole or in part and revoke and cancel such substitutions or delegations. No special authorization by the Board of Directors shall be necessary in connection with the foregoing, but this bylaw shall be deemed to constitute full and complete authority to the officer above designated to do all the acts and things as they deem necessary or incidental thereto or in connection therewith; but the powers granted hereby shall be subject to contrary direction by the Board of Directors.

ADOPTED: December 4, 1991.

/s/ Thomas C. Harter

THOMAS C. HARTER

/s/ Mays F. Joyner

MAYS F. JOYNER

/s/ Douglas H. Wilson

DOUGLAS H. WILSON

/s/ Jerald L. Deriso

JERALD L. DERISO

9

EX-3.60

Exhibit 3.60

BY-LAWS

OF

ENGINEERING ASSOCIATES, INC.

ARTICLE 1

Shareholder Meetings

1.1 Place of Meetings. Meetings of the shareholders shall be held at the place set forth in the notice thereof or in the event of a meeting held pursuant to a waiver of notice, as may be set forth in the waiver, but if no place is so specified, the meeting shall be at the registered office of the Corporation.

1.2 Annual Meetings. A meeting of shareholders of the Corporation shall be held annually, within five (5) months of the end of each fiscal year of the Corporation. The annual meeting shall be held at such time and place and on such date as the directors shall determine from time to time and as shall be specified in the notice of the meeting. At the annual meeting, the shareholders shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

1.3 Substitute Annual Meetings. If the annual meeting is not held as provided in Section 1.2, any business, including the election of directors, which might properly have been acted upon at that meeting may be acted upon at any subsequent shareholders’ meeting held pursuant to these by-laws or to a court order requiring a special or substitute annual meeting.

1.4 Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or the articles of incorporation are called as follows:

(a) a special meeting may be called by the Chairman of the Board or the President;

(b) a special meeting shall be called by the Secretary when so directed by the Board of Directors.

(c) in addition, the shareholders at any meeting of shareholders may by resolution call a special meeting to be held on a future date.

(d) in addition, a special meeting shall be called by the Secretary upon the Secretary’s receipt on one or more requests in writing by of shareholders owning at least twenty-five percent (25%) of the entire capital shares of the Corporation issued, outstanding, and entitled to vote. The record date for such matters to be determined for any purpose concerning any meeting called pursuant to this subparagraph (d)

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shall be the day preceding the date on which the first such request is received by the Secretary. Such request or requests by shareholders shall be signed, dated, and shall state the purpose or purposes for which the meeting is to be held. Separate requests shall be aggregated for the purposes of determining whether a meeting is required only if (i) such requests are received in the interim between meetings of shareholders, (ii) such requests are received within a period of fifty (50) days, and (iii) the purpose or purposes of the meeting stated in the separate requests are substantially identical.

1.5 Notices of Adjourned Meetings. Notice of any adjourned meeting need not be given if announcement of the new date, time and place is made at the meeting at which the adjournment is taken before adjournment and such new date is within 120 days of the original meeting date.

1.6 Voting of Shares. If a matter is presented at a meeting of shareholders, only those registered owners of shares represented in person or by proxy at a meeting shall be entitled to cast a vote. If a quorum exists at such meeting, action taken by the shareholders shall be taken by vote of a majority of the total number of shares represented at the meeting and entitled to vote, except as otherwise required by law, by the articles of incorporation, by these bylaws, or by written agreement of the shareholders on file with the Corporation. Voting on all matters at any meeting shall be by voice vote or by show of hands unless any qualified voter, prior to the voting on any matter, demands vote by ballot, in which case each ballot shall state the name of the shareholder voting and the number shares voted by him, and if such ballot be cast by proxy, it shall also state the name of such proxy.

1.7 Presiding Officer. The Chairman of the Board, or in his absence the President, or in the absence of both the Chairman of the Board and the President, the appointee of the meeting shall preside. The Secretary, or in his absence, the appointee of the presiding officer shall act as secretary of the meeting. The presiding officer may appoint such other persons as he deems appropriate to assist with the meeting.

ARTICLE 2

Directors

2.1 Number, Election, Term of Office. The Board of Directors shall consist of a variable number of members, the precise number, which shall not be less than one, to be fixed by resolution or action of the shareholders from time to time, or by written agreement of the shareholders which lawfully fixes or provides for fixing of such number and which is filed with the Corporation.

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2.2 Compensation of Directors. Directors may be allowed such compensation for attendance at regular or special meetings of the Board of Directors and of any special or standing committees thereof as may be from time to time determined by the shareholders.

2.3 Directors Acting in Other Capacities.

(a) A director may also serve the Corporation in a capacity other than that of director.

(b) A director so acting in another capacity may receive compensation, for services rendered in that other capacity, as such compensation is determined by the Board of Directors.

2.4 Removal. Any director may be removed from office, with or without cause, by the shareholders. The Board of Directors shall not have the power to amend this provision.

2.5 Shareholder Oversight. Any power granted to the Board of Directors, or any committee thereof, under or pursuant to these bylaws may be exercised by the shareholders at any time. All proceedings of the Board of Directors, or any committee thereof, shall be subject to revision or alteration by the shareholders, except to the extent action shall have been taken pursuant to or in reliance upon such proceedings prior to any such revision or alteration. The Board of Directors shall not have the power to amend this provision.

ARTICLE 3

Committees of Board of Directors

3.1 Meetings. Committees of the Board of Directors shall meet from time to time on call of the Chairman of the Board or the President or if a committee consists of more than one member, of any two (2) or more members of the committee. Each committee may fix its own rules of procedure. It shall keep a record of all its proceedings and shall report these proceedings to the Board of Directors at the meeting thereof held next after they have been taken.

3.2 Vote. A majority of the members of a committee shall constitute a quorum and a committee shall act by majority of its members present at a duly constituted meeting.

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ARTICLE 4

Meetings of the Board of Directors

and Committees

4.1 Regular Meetings. The Board of Directors shall meet annually, without notice, immediately following the close of the annual meeting of the shareholders at the place thereof, or the Board of Directors may hold such annual meeting at such place and time as shall be fixed by the consent in writing of all the directors. In any such case, no notice of such meeting shall be necessary in order legally to constitute the meeting. In addition, the Board of Directors may at an annual meeting or at any regular or special meeting schedule other regular meetings to occur throughout the year. Notice of the scheduling of regular meeting shall be given to any director who was not present at the time the meeting was scheduled. It shall be sufficient notice that the director is informed of the scheduled date, time and place of the regular, meeting or meetings which have been scheduled. It shall not be necessary to give notice of the date, time, place or purpose of such regular meeting to any director who was present at the time the meeting was scheduled, or, once notice of the scheduling of such meeting has been given, any further notice thereof to any director who was absent.

4.2 Special Meetings and Notice. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President. A special meeting shall be called by the Chairman of the Board, the President or the Secretary on the written request of any two or more directors.

4.3 Statement of Purpose of Special Meeting. A notice of a special meeting of the Board of Directors must state, in general terms, the purposes thereof. Notice of any other meeting need not state the purpose thereof.

4.4 Quorum and Vote Required for Action. At all meetings of the Board of Directors, the presence of a majority of the authorized number of directors, but not less than two (2) directors, shall be necessary and sufficient to constitute a quorum for the transaction of business unless there be but one authorized director, then one director shall constitute a quorum. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law, by the articles of incorporation or by these bylaws.

4.5 Adjourned Meetings. In the absence of a quorum, a majority of the directors present at any meeting may adjourn the meeting from time to time until a quorum be bad. Notice of any adjourned meeting held within seven (7) days of the originally scheduled meeting need only be given by announcement at the meeting at which the adjournment is taken.

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4.6 Committees. The provisions of this Article 5 apply to any meeting of any committee of the Board of Directors, except that no committee shall be required to conduct an annual meeting.

ARTICLE 5

Officers

5.1 Number. The Board of Directors at its annual meeting after each annual meeting of the shareholders shall elect the following officers: a Chairman of the Board, a President, a Secretary, and a Treasurer. The Board of Directors at any time and from time to time may appoint or authorize the appointment of such other officers as it shall deem necessary. The Board of Directors, by resolution from time to time, may confer upon one or more other officers of the Corporation such powers as are prescribed herein to any officer.

5.2 Compensation. The compensation, if any, of the officers of the Corporation shall be fixed by the Board of Directors or by an officer of the Corporation authorized by the Board of Directors to fix such compensation, except that no officer may be granted power to fix his own compensation. Any contract fixing the term or compensation of any officer beyond the next annual meeting of shareholders shall be subject to revision, alteration or cancellation by the shareholders prospectively from the date of such annual meeting. The Board of Directors shall not have the power to amend this provision.

5.3 Reimbursement by Officers. Any payments made to an officer of the Corporation such as a salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall, upon demand by the Corporation, be reimbursed by such officer to the Corporation to the full extent of such disallowance. The Board of Directors or the shareholders may demand payment of any such amount disallowed. In lieu of the payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

5.4 Term and Removal. Each officer of the Corporation shall hold office until his successor is chosen or until his earlier resignation, death or removal, or the termination of his office. Any officer may be removed by the Board of Directors, or by the shareholders, with or without cause. In addition, any officer appointed by another officer may be removed by the appointing officer with or without cause.

5.5 Chairman of the Board. The Chairman of the Board shall be chosen from among the directors. He shall be ex officio a member of all committees consisting of two or more members and entitled to vote on matters presented to such committees, unless otherwise provided in the resolution appointing the same. If present, the Chairman of the

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Board shall call meetings of the shareholders, the Board of Directors, and the committees on which he serves, to order and shall act as chairman of such meetings. He shall also perform such other duties as may be assigned to him by the Board of Directors.

5.6 President. The President (Chief Executive Officer) shall have such duties and authority as shall be assigned by the Board of Directors. The President shall, unless otherwise provided by the Board of Directors, be the chief executive officer of the Corporation. He shall have general charge of the business and affairs of the Corporation and shall keep the Board of Directors fully advised. He shall employ and discharge employees and agents of the Corporation, except such as shall be elected by the Board of Directors, and he may delegate these powers. He shall have such powers and perform such duties as generally pertain to the office of the President as chief executive officer of the Corporation, as well as such further powers and duties as may be prescribed by the Board of Directors. The President may vote the shares or other securities of any other domestic or foreign corporation of any type or kind which may at any time be owned by the Corporation, may execute any shareholders’ or other consents in respect thereof and may in his discretion delegate such powers by executing proxies, or otherwise, on behalf of the Corporation.

5.7 Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the shareholders, and record all votes and the minutes of all proceedings in books to be kept for that purpose, and shall perform like duties for the Executive Committee and any standing committees of the Board when required. He shall give, or cause to be given, any notice required to be given of any meetings of the shareholders and of the Board of Directors, and of any committee thereof, and shall perform such other duties as may be prescribed by the Board of Directors or the Chairman of the Board, under whose supervision he shall be. Specifically, the Secretary may affix the corporate seal to all necessary documents and attest the signature of any officer of the Corporation. He shall have all such powers and duties as generally are incident to the position of corporate secretary or as may be assigned to him by the President or by the Board of Directors.

5.8 Treasurer. The Treasurer (Chief Financial Officer) shall have such duties as may be assigned to him by the Board of Directors, the Chairman of the Board, or the President. Subject to the supervision of the Board of Directors and the President, the Treasurer shall have charge of all funds and securities of the Corporation, shall endorse the same for deposit or collection when necessary and deposit the same to the credit of the Corporation in such banks or depositories as the Board of Directors may authorize. He may endorse all commercial documents requiring endorsements for or on behalf of the Corporation and may sign all receipts and vouchers for payments made to the Corporation. He shall have all such powers and duties as generally are incident to the position of corporate treasurer or as may be assigned to him by the President or by the Board of Directors.

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5.9 Assistant Secretary and Assistant Treasurer. The President may appoint an Assistant Secretary or an Assistant Treasurer. An Assistant Secretary and Assistant Treasurer shall, in the absence or disability of the Secretary or Treasurer, respectively, perform the duties and exercise the powers of those offices.

5.10 Delegation of Authority. In the event of the absence of any officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may delegate, for the time being, any or all of the powers or duties of such officer to any officer or to any director and may, in advance of any such event, or cause, provide for such temporary delegation.

5.11 Oversight. The powers of any officer under or delegated to him pursuant to these bylaws is subject to oversight and revision or alteration by the Board of Directors and shareholders, respectively, except to the extent action shall have been taken pursuant to or in reliance upon such power or delegation prior to any revision or alteration. The Board of Directors shall not have the power to amend this provision.

ARTICLE 6

Capital Shares

6.1 Certificates. The interest of each shareholder shall be evidenced by a certificate or certificates representing shares of the Corporation which shall be in such form as the Board of Directors may from time to time adopt and shall be numbered and shall be entered in the books of the Corporation as they are issued. Each certificate shall exhibit the holder’s name, the number of shares and class of shares and series, if any, represented thereby, the name of the Corporation, and a statement that the Corporation is organized under the laws’ of the State of Georgia. Each certificate shall be signed by the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary and may be sealed with the seal of the Corporation. In case any officer or officers, who shall have signed any such certificate or certificates, shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered, the signature shall be effective as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers.

6.2 Share Transfers. Shares of the Corporation shall be transferred only by surrender of the certificate for such shares (or in the case of a certificate alleged to have been lost, stolen or destroyed, upon compliance with the provisions of Article 6.4 of these bylaws) and transfer entry upon the stock book of the Corporation and shall be required only by the person named in the certificate, or by such person’s attorney lawfully constituted in writing.

6.3 Rights of Corporation With Respect To Registered Owners. The Corporation shall be entitled to treat the person registered on its stock book as the owner of any share of the Corporation, as the person entitled to vote such share, to receive any dividend or

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other distribution with respect to such shares, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law or by the written agreement of the shareholders on file with the Corporation.

6.4 Lost, Stolen or Destroyed Certificates. Any person claiming a share certificate to be lost, stolen or destroyed shall make an affidavit or affirmation of the fact in such manner as the Board of Directors may require and shall, if the directors so require, give the Corporation a bond of indemnity in form and amount and with one or more sureties satisfactory to the Board of Directors, whereupon an appropriate new certificate may be issued in lieu of the one alleged to have been lost, stolen or destroyed.

6.5 Duties of Corporation to Register Transfer. Notwithstanding any of the provisions of Article 6.2 of these bylaws, the Corporation is under a duty to register the purported transfer of its shares only if:

(a) the share certificate is endorsed by the appropriate person or persons as determined by the Board of Directors; and

(b) assurance reasonably satisfactory to the Corporation is given that these endorsements are genuine and effective; and

(c) the Corporation has no duty to inquire into adverse claims or has discharged any such duty; and

(d) any applicable law relating to the collection of taxes has been complied with; and

(e) the transferee reasonably satisfies the Corporation that the purported transfer is in fact rightful or is to a bona fide purchaser; and

(f) the transferee satisfies the Corporation that the purported transfer does not violate the terms of any shareholders agreement.

ARTICLE 7

Miscellaneous

7.1 Fiscal Year. The Corporation shall be on a calendar year basis unless a fiscal year is otherwise fixed by a vote of the Board of Directors.

7.2 Seal. The corporate seal shall be in such form as the Board of Directors may from time to time determine.

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7.3 Appointment of Agents. The President shall be authorized and empowered in the name and as the act and deed of the Corporation to name and appoint general and special agents, representatives and attorneys to represent the Corporation in the United States or in any foreign country or countries and to name and appoint attorneys and proxies to vote any shares in any other corporation at any time owned or held of record by the Corporation, and to prescribe, limit and define the powers and duties of such agents, representatives, attorneys and proxies, and to make substitution, revocation or cancellation in whole or in part of any power or authority conferred on any such agent, representative, attorney or proxy. No such appointment shall authorize the agent, representative or attorney so appointed to perform any act which the President has not been authorized by the Board of Directors to perform or to perform any act, the authority or responsibility for which has been delegated to any other officer. All powers of attorney or other instruments under which such agents, representatives, attorneys or proxies shall be so named and appointed shall be signed and executed by the President and the corporate seal shall be affixed thereto. Any substitution, revocation or cancellation shall be signed in like manner, provided always that any agent, representative, attorney or proxy when so authorized by the instrument appointing him may substitute or delegate his powers in whole or in part and revoke and cancel such substitutions or delegations. No special authorization by the Board of Directors shall be necessary in connection with the foregoing, but this bylaw shall be deemed to constitute full and complete authority to the officer above designated to do all the acts and things as they deem necessary or incidental thereto or in connection therewith; but the powers granted hereby shall be subject to contrary direction by the Board of Directors.

ADOPTED: November 11, 2008

EX-3.64

Exhibit 3.64

BY-LAWS

OF

NEOCOM SOLUTIONS, INC.

ARTICLE I—OFFICES

The office of the Corporation shall be located in the City and State designated in the Articles of Incorporation. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine.

ARTICLE II—MEETING OF SHAREHOLDERS

Section 1—Annual Meetings:

The annual meeting of the shareholders of the Corporation shall be held within five months after the close of the fiscal year of the Corporation, for the purpose of electing directors, and transacting such other business as may properly come before the meeting.

Section 2—Special Meetings:

Special meetings of the shareholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holders of ten per cent (10%) of the shares then outstanding and entitled to vote thereat, or as otherwise required under the provisions of the Law of the State of GEORGIA (“Corporation Law”).

Section 3—Place of Meetings:

All meetings of shareholders shall be held at the principal office of the Corporation, or at such other places as shall be designated in the notices or waivers of notice of such meetings.

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Section 4—Notice of Meetings:

(a) Written notice of each meeting of shareholders, whether annual or special, stating the time when and place where it is to be held, shall be served either personally or by mail, not less than ten or more than fifty days before the meeting, upon each shareholder of record entitled to vote at such meeting, and to any other shareholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If, at any meeting, action is proposed to be taken that would, if taken, entitle shareholders to receive payment for their shares pursuant to the Business Corporation Act, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, such notice shall be directed to each such shareholder at his address, as it appears on the records of the shareholders of the Corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case, it shall be mailed to the address designated in such request.

(b) Notice of any meeting need not be given to any person who may become a shareholder of record after the mailing of such notice and prior to the meeting, or to any shareholder who attends such meeting, in person or by proxy, or to any shareholder who, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of shareholders need not be given, unless otherwise required by statute.

Section 5—Quorum:

(a) Except as otherwise provided herein, or by statute, or in the Articles of Incorporation (such Articles and any amendments thereof being hereinafter collectively referred to as the “Articles of Incorporation”), at all meetings of shareholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of shareholders holding of record a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

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(b) Despite the absence of a quorum at any annual or special meeting of shareholders, the shareholders, by a majority of the votes cast by the holders of shares entitled to vote thereon, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called if a quorum had been present.

Section 6—Voting:

(a) Except as otherwise provided by statute or by the Articles of Incorporation, any corporate action, other than the election of directors to be taken by vote of the shareholders, shall be authorized by a majority of votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

(b) Except as otherwise provided by statute or by the Articles of Incorporation, at each meeting of shareholders, each holder of record of shares of the Corporation entitled to vote thereat, shall be entitled to one vote for each share registered in his name on the books of the Corporation.

(c) Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the shareholder himself, or by his attorney-in-fact thereunto duly authorized in writing. No proxy shall be valid after the expiration of eleven months from the date of its execution, unless the persons executing it shall have specified therein the length of time it is to continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation.

(d) Any resolution in writing, signed by all of the shareholders entitled to vote thereon, shall be and constitute action by such shareholders to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of shareholders and such resolution so signed shall be inserted in the Minute Book of the Corporation under its proper date.

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ARTICLE III—BOARD OF DIRECTORS

Section 1—Number, Election and Term of Office:

(a) The number of the directors of the Corporation shall be (), unless and until otherwise determined by vote of a majority of the entire Board of Directors. The number of Directors shall not be less than three, unless all of the outstanding shares are owned beneficially and of record by less than three shareholders, in which event the number of directors shall not be less than the number of shareholders.

(b) Except as may otherwise be provided herein or in the Articles of Incorporation, the members of the Board of Directors of the Corporation, who need not be shareholders, shall be elected by a majority of the votes cast at a meeting of shareholders, by the holders of shares entitled to vote in the election.

(c) Each director shall hold office until the annual meeting of the shareholders next succeeding his election, and until his successor is elected and qualified, or until his prior death, resignation or removal.

Section 2—Duties and Powers;

The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except as are in the Articles of Incorporation or by statute expressly conferred upon or reserved to the shareholders.

Section 3—Annual and Regular Meetings; Notice:

(a) A regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the shareholders at the place of such annual meeting of shareholders.

(b) The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof.

(c) Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be given to each director who shall not have been present at the meeting at which such action was taken within the time limited, and in the manner set forth in paragraph (b) of Section 4 of this Article III, with respect to special meetings, unless such notice shall be waived in the manner set forth in paragraph (c) of such Section 4.

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Section 4—Special Meetings; Notice:

(a) Special meetings of the Board of Directors shall be held whenever called by the President or by one of the directors, at such time and place as may be specified in the respective notices or waivers of notice thereof.

(b) Notice of special meetings shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least two (2) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. A notice, or waiver of notice, except as required by Section 8 of this Article III, need not specify the purpose of the meeting.

(c) Notice of any special meeting shall not be required to be given to any director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.

Section 5—Chairman:

At all meetings of the Board of Directors the Chairman of the Board, if any and if present, shall preside. If there shall be no Chairman, or he shall be absent, then the President shall preside, and in his absence, a Chairman chosen by the Directors shall preside.

Section 6—Quorum and Adjournments:

(a) At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws.

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(b) A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present.

Section 7—Manner of Acting:

(a) At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold.

(b) Except as otherwise provided by statute, by the Articles of Incorporation, or these By-Laws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Any action authorized in writing, by all of the directors entitled to vote thereon and filed with the minutes of the Corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.

Section 8—Vacancies:

Any vacancy in the Board of Directors occurring by reason of an increase in the number of directors, or by reason of the death, resignation, disqualification, removal (unless a vacancy created by the removal of a director by the shareholders shall be filled by the shareholders at the meeting at which the removal was effected) or inability to act of any director, or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the remaining directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose.

Section 9—Resignation:

Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective.

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Section 10—Removal:

Any director may be removed with or without cause at any time by the shareholders, at a special meeting of the shareholders called for that purpose, and may be removed for cause by action of the Board.

Section 11—Salary:

No stated salary shall be paid to directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 12—Contracts:

(a) No contract or other transaction between this Corporation and any other Corporation shall be impaired, affected or invalidated nor shall any director be liable in any way by reason of the fact that any one or more of the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other Corporation, provided that such facts are disclosed or made known to the Board of Directors.

(b) Any director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

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Section 13—Committees:

The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they deem desirable, each consisting of three or more members, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board.

ARTICLE IV—OFFICERS

Section 1—Number, Qualifications, Election and Term of Office:

(a) The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers, including a Chairman of the Board of Directors, and one or more Vice Presidents, as the Board of Directors may from time to time deem advisable. Any officer other than the Chairman of the Board of Directors may be, but is not required to be, a director of the Corporation. Any two or more offices may be held by the same person, except the offices of President and Secretary.

(b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.

(c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been elected and qualified, or until his death, resignation or removal.

Section 2—Resignation:

Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 3—Removal:

Any officer may be removed, either with or without cause, and a successor elected by the Board at any time.

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Section 4—Vacancies:

A vacancy in any office by reason of death, resignation, inability to act, disqualification, or any other cause, may at any time be filled for the unexpired portion of the term by the Board of Directors.

Section 5—Duties of Officers:

Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these By-laws, or may from time to time be specifically conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Corporation.

Section 6—Sureties and Bonds:

In case the Board of Directors shall so require, any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands.

Section 7—Shares of Other Corporations:

Whenever the Corporation is the holder of shares of any other corporation, any right or power of the Corporation as such shareholder (including the attendance, acting and voting at shareholders’ meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President, or such other person as the Board of Directors may authorize.

ARTICLE V—SHARES OF STOCK

Section 1—Certificate of Stock:

(a) The certificates representing shares of the Corporation shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued. They shall bear the holder’s name and the number of shares, and shall be signed by (i) the Chairman of the Board or the President or a Vice President, and (ii) the Secretary or any Assistant Secretary, and may bear the corporate seal.

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(b) No certificate representing shares shall be issued until the full amount of consideration therefor has been paid, except as otherwise permitted by law.

(c) The Board of Directors may authorize the issuance of certificates for fractions of a share which shall entitle the holder to exercise voting rights, receive dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a shareholder, except as therein provided.

Section 2—Lost or Destroyed Certificates:

The holder of any certificate representing shares of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or damage it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper so to do.

Section 3—Transfers of Shares:

(a) Transfers of shares of the Corporation shall be made on the share records of the Corporation only by the holder of record thereof, in person or by his duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares, with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, with such proof of the authenticity of the signature and of authority to transfer and of payment of transfer taxes as the Corporation or its agents may require.

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(b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

Section 4—Record Date:

In lieu of closing the share records of the Corporation, the Board of Directors may fix, in advance, a date not exceeding fifty days, nor less than ten days, as the record date for the determination of shareholders entitled to receive notice of, or to vote at, any meeting of shareholders, or to consent to any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividends, or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held; the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the resolution of the directors relating thereto is adopted. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided for herein, such determination shall apply to any adjournment thereof, unless the directors fix a new record date for the adjourned meeting.

ARTICLE VI—DIVIDENDS

Subject to applicable law, dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine.

ARTICLE VII—FISCAL YEAR

The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law.

ARTICLE VIII—CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be approved from time to time by the Board of Directors.

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ARTICLE IX—AMENDMENTS

Section 1—By Shareholders:

All by-laws of the Corporation shall be subject to alteration or repeal, and new by-laws may be made, by a majority vote of the shareholders at the time entitled to vote in the election of directors.

Section 2—By Directors:

The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, by-laws of the Corporation; provided, however, that the shareholders entitled to vote with respect thereto as in this Article IX above-provided may alter, amend or repeal by-laws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of shareholders or of the Board of Directors, or to change any provisions of the by-laws with respect to the removal of directors or the filling of vacancies in the Board resulting from the removal by the shareholders. If any by-law regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors, the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

The undersigned Incorporator certifies the foregoing by-laws have been adopted as the first by-laws of the Corporation, in accordance with the requirements of the Corporation Law.

Date: 12/30/2000

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EX-3.65

Exhibit 3.65

OPERATING AGREEMENT

OF

INFRASOURCE TELECOMMUNICATION SERVICES, LLC

This Limited Liability Company Operating Agreement (the “Agreement”) of InfraSource Telecommunication Services, LLC (the “Company”), is entered into as of the 14th day of December, 2007, by InfraSource Incorporated, a Delaware corporation (the “Member”).

W I T N E S S E T H:

WHEREAS, the Company was formed upon the filing of the Certificate of Formation (the “Certificate”) with the Secretary of State in the State of Delaware on December 14, 2007.

NOW, THEREFORE, the Member hereby sets forth and agrees to the Operating Agreement pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Name. The name of the limited liability company is:

InfraSource Telecommunication Services, LLC

2. Term. The term of the Company shall be perpetual unless dissolved in accordance with the Act.

3. Purpose. The Company may carry on any lawful business, purpose or activity for which limited liability companies may be organized under the Act. The Company shall possess and may exercise all the powers and privileges granted by the Act or by any other law, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the Company.

4. Member. The name and business address of the sole Member is as follows:

Name	Address
InfraSource Incorporated	1360 Post Oak Blvd., Ste. 2100 Houston, TX 77056

5. Management. No member or person bearing a title as an officer of the Company shall be obligated personally with respect to any debt, obligation or liability of the Company by reason of being a member, or acting as an officer, agent or otherwise on behalf of the Company.

a. Management of the Company.

(1) Management Vested in the Member. The business and affairs of the Company shall be managed by the Member. The Member shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the

Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business or objectives. Unless authorized to do so by this Operating Agreement or by the Member, no employee, attorney-in-fact or other agent shall have any power or authority to bind the Company.

(2) Member Has No Exclusive Duty to Company. The Member shall not be required to manage the Company as its sole and exclusive function and it may have other business interests and may engage in other activities in addition to those relating to the Company. The Company shall not have any right, by virtue of this Agreement, to share or participate in other investments or activities of the Member or in the income or proceeds derived therefrom.

(3) Action by Written Consent. Any action by the Member may be taken in the form of a written consent rather than at a Member meeting. The Company shall maintain a permanent record of all actions taken by the Member.

b. Officers.

(1) Appointment of Officers and Agents. In order to facilitate the transaction of business by the Company, the Company may have such officers and agents with such respective rights and duties as the Member may from time to time determine. The officers so appointed by the Member shall have such authority as is generally conferred on the corresponding officers of a Delaware corporation. Any number of offices may be held by the same person.

(2) Provisions Related to Officers.

i. Number. Qualifications and Designation. The officers of the Company shall be chosen by the Member and may include a president, one or more vice presidents, a secretary, a treasurer, and such other officers as may be deemed appropriate or necessary.

ii. Election and Term of Office. The officers of the Company shall be elected annually by the Member, and each such officer shall hold office for a term of one year and until a successor is elected and qualified, or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Company.

iii. Subordinate Officers, Committees and Agents. The Member may from time to time appoint such committees, employees or other agents as it deems necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as are provided in this Agreement, or as the Member may from time to time determine. The Member may delegate to any officer or committee the power to elect subordinate officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe the authority and duties of such subordinate officers, committees, employees or other agents. The Member hereby delegates the following responsibilities and authority to the Chief Executive Officer, President and any Senior Vice President of the Company:

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A) To do and perform all acts as may be necessary or appropriate to the conduct of the Company’s business, other than those powers of the Member as set forth in this Agreement or under the Act.

B) To purchase liability and other insurance to protect the Company’s property and business.

C) To execute on behalf of the Company all instruments and documents, including, without limitation, checks, drafts, notes and other negotiable instruments, mortgages or deeds of trust, security agreements, financing statements, documents providing for the acquisition, mortgage or disposition of the Company’s property, assignments, bills of sale, leases, partnership agreements, operating agreements of other limited liability companies and any other instruments or documents necessary or advisable, in the opinion of the Chief Officer, President or Senior Vice President, to the business of the Company.

D) To employ accountants, legal counsel, managing agents, or other experts or consultants to perform services for the Company and to compensate them from Company funds.

E) To enter into any and all other agreements on behalf of the Company, with any other person for any purpose, in such forms as the Member may approve.

iv. The Chief Executive Officer (CEO). The CEO shall preside at all meetings of the Company, and shall perform such other duties as may from time to time be assigned to him or her by the Member.

v. The President. The president shall have general supervision over the business and operations of the Company, subject, however, to the control of the Member. The president shall, in general, perform all duties incident to the office of president, and such other duties as from time to time may be assigned by the Member.

vi. The Vice Presidents. The vice presidents shall perform the duties of the president in the absence of the president and such other duties as may from time to time be assigned to them by the Member or by the president.

vii. The Secretary. The secretary, or an assistant secretary, shall attend all meetings of the Company and shall record the proceedings in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the Company as required by law; and, in general, shall perform all duties incident to the office of secretary, and such other duties as may from time to time be assigned by the Member or the president.

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viii. The Treasurer. The treasurer, or an assistant treasurer, shall have or provide for the custody of the funds or other property of the Company; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the Company; shall deposit all funds in his or her custody as treasurer in such banks or other places of deposit as the Member may from time to time designate; whenever so required by the Member, shall render an account showing his or her transactions as treasurer and the financial condition of the Company; and, in general, shall discharge such other duties as may from time to time be assigned by the Member or the president.

ix. Officers’ Bonds. No officer of the Company need provide a bond to guarantee the faithful discharge of the officer’s duties unless the Member shall by resolution so require a bond in which event such officer shall give the Company a bond (which shall be renewed if and as required) in such sum and with such surety or sureties as shall be satisfactory to the Member for the faithful performance of the duties of office.

x. Salaries. The salaries of the officers and agents of the Company elected by the Member shall be fixed from time to time by the Member.

c. Reliance by Third Parties. Persons dealing with the Company are entitled to rely conclusively upon the power of the officers as set forth herein.

d. Liability for Certain Acts. The officers shall perform their duties in good faith, in a manner reasonably believed to be in the best interests of the Company, and with such care and business judgment as an ordinarily prudent person in a like position would use under similar circumstances, including the reliance in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by the Member, officers, employees or committees of the Company or by any other person, as to matters the Member or officers reasonably believe are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company. The officers do not, in any way, guarantee the return of the Member’s Capital Contributions or a profit for the Member from the operations of the Company. The officers who so perform the duties of officers as set forth herein shall not be personally liable to the Company or to the Member for any loss or damage sustained by the Company or the Member, unless (i) the officer has breached or failed to perform the duties of his or her position under the Act, the Certificate or this Agreement and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness by such officer. Nothing in this paragraph shall apply to the liability of an officer pursuant to any criminal statute, or for the payment of taxes pursuant to federal, state or local law.

e. Reliance on Reports and Information by Member. The Member of the Company shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any of its

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officers, employees or committees of the Company, or by any other person, as to matters the Member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

f. Bank Accounts. The Treasurer may from time to time open bank accounts in the name of the Company, and the Treasurer, Assistant Treasurer and/or any other officer of the Company designated by the Member, as may be determined from time to time by the Member, shall be the sole signatory or signatories thereon, unless the Member determines otherwise.

g. Resignation. An officer of the Company may resign at any time by giving written notice to the Company. The resignation of an officer shall be effective upon receipt of such notice or at such later time as shall be specified in the notice. Unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make such resignation effective.

h. Removal. Any individual officer may be removed from office at any time, without assigning any cause by the Member.

i. Vacancies. Any vacancy with respect to any officer occurring for any reason shall be filled by the Member.

6. Capital Contributions. The Member has previously contributed to the Company the sum of $100.00 as its initial capital contribution.

7. Additional Contributions. The Member is not required to make any additional capital contributions to the Company.

8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member. The Member intends that the Company be disregarded as an entity separate from its owner for U.S. tax purposes.

9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts as determined by the Member. Such distributions shall be allocated to the Member.

10. Assignments and Withdrawal. The Member may assign in whole or in part its limited liability company interest in the Company and, if it assigns its whole limited liability interest in the Company, may withdraw as a member of the Company.

11. Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company from time to time with the consent of the Member.

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12. Dissolution and Liquidation.

a. Events Triggering Dissolution. The Company shall dissolve and commence winding up and liquidation upon the first to occur of any of the following (“Liquidating Events”):

(1) the written consent of the Member;

(2) the election by the Member, at its sole option, to require the dissolution, winding up and liquidation of the Company; or

(3) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

The Company shall not be dissolved for any other reason, including without limitation, the Member’s becoming bankrupt or executing an assignment for the benefit of creditors, and any such bankruptcy or assignment shall not effect a transfer of any portion of the Member’s membership interest in the Company.

b. Liquidation. Upon dissolution of the Company in accordance with Section 12(a), the Company shall be wound up and liquidated by the Member or by a liquidating manager selected by the Member. The proceeds of such liquidation shall be applied and distributed in the following order of priority:

(1) to creditors, including the Member if it is a creditor, in the order of priority as established by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Member under Section 18-601 or 18-604 of the Act; and then

(2) to the setting up of any reserves in such amount and for such period as shall be necessary to make reasonable provisions for payment of all contingent, conditional or unmatured claims and obligations known to the Company and all claims and obligations known to the Company but for which the identity of the claimant is unknown; and then

(3) to the Member, which liquidating distribution may be made to the Member in cash or in kind, or partly in cash and partly in kind.

c. Certificate of Dissolution. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf of the Company prepare and file a certificate of dissolution with the Delaware Department of State, as required by the Act. When such certificate is filed, the Company’s existence shall cease.

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13. Indemnification.

a. Definitions. For the purposes of this section, the following terms shall have the following meanings:

(1) “Indemnified Capacity” means any and all past, present and future service by an indemnified representative in one or more capacities as a Member, officer, employee or agent of the Company, or, at the request of the Company, as a member, manager, officer, employee, agent, fiduciary or trustee of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise.

(2) “Indemnified Representative” means the Member and the officers of the Company and any other person designated as an indemnified representative by the Member (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, employee, agent, fiduciary or trustee of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise).

(3) “Liability” means any damage, judgment, amount paid in settlement, fine, penalty, punitive damages, excise tax assessed with respect to an employee benefit plan, or cost or expense of any nature (including, without limitation, attorneys fees and disbursements).

(4) “Proceeding” means any threatened, pending or completed action, suit, appeal or other proceeding of any nature, whether civil, criminal, administrative or investigative, whether formal or informal, and whether brought by or in the right of the Company, its Member or otherwise.

b. Indemnification by the Company.

(1) The Company shall indemnify an Indemnified Representative against any Liability incurred in connection with any Proceeding in which the Indemnified Representative may be involved as a party or otherwise by reason of the fact that such person is or was serving in an Indemnified Capacity, including, without limitation, liabilities resulting from any actual or alleged breach or neglect of duty, error, misstatement or misleading statement, negligence, gross negligence or act giving rise to strict or products liability, except:

i. where such indemnification is expressly prohibited by applicable law;

ii. where the conduct of the Indemnified Representative has been finally determined:

A) to constitute willful misconduct or recklessness sufficient in the circumstances to bar indemnification against liabilities arising from the conduct; or

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B) to be based upon or attributable to the receipt by the Indemnified Representative from the Company of a personal benefit to which the Indemnified Representative is not legally entitled; or

iii. to the extent such indemnification has been finally determined in a final adjudication to be otherwise unlawful.

(2) If an Indemnified Representative is entitled to indemnification in respect of a portion, but not all, of any Liabilities to which such person may be subject, the Company shall indemnify such Indemnified Representative to the maximum extent for such portion of the Liabilities.

(3) The termination of a Proceeding by settlement shall not create a presumption that the Indemnified Representative is not entitled to indemnification.

(4) To the extent that an Indemnified Representative of the Company has been successful on the merits or otherwise in defense of any Proceeding or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by such person in connection therewith.

c. Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section, the Company shall not indemnify under this Section an Indemnified Representative for any liability incurred in a Proceeding initiated (which shall not be deemed to include counterclaims or affirmative defenses) or participated in as an intervenor or amicus curiae by the person seeking indemnification unless such initiation of or participation in the Proceeding is authorized, either before or after its commencement, by the Member in office. This paragraph does not apply to reimbursement of expenses incurred in successfully prosecuting or defending the rights of an Indemnified Representative granted by or pursuant to this Section.

d. Advancing Expenses. The Company shall pay the expenses (including attorneys fees and disbursements) incurred in good faith by an Indemnified Representative in advance of the final disposition of a Proceeding described in Section 13(b) or the initiation of or participation in which is authorized pursuant to Section 13(c) upon receipt of an undertaking by or on behalf of the Indemnified Representative to repay the amount if it is ultimately determined that such person is not entitled to be indemnified by the Company pursuant to this Section. The financial ability of an Indemnified Representative to repay an advance shall not be a prerequisite to the making of such advance.

e. Securing of Indemnification Obligations. To further effect, satisfy or secure the indemnification obligations provided in this Section or otherwise, the Company may maintain insurance, obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fond or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Company, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Member shall deem appropriate. Absent fraud, the determination of the Member with respect to such amounts, costs, terms and conditions shall be conclusive against the Member and officers and shall not be subject to voidability.

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f. Payment of Indemnification. An Indemnified Representative shall be entitled to indemnification within 30 days after a written request for indemnification has been delivered to the secretary of the Company. The indemnification pursuant to this Section shall be made only from the assets of the Company and the Member shall be personally liable therefor.

g. Contribution. If the indemnification provided for in this Section or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company shall contribute to the liabilities to which the Indemnified Representative may be subject in such proportion as is appropriate to reflect the intent of this Section or otherwise.

h. Contract Rights: Amendment or Repeal. All rights under this Section shall be deemed a contract between the Company and the Indemnified Representative pursuant to which the Company and each Indemnified Representative intend to be legally bound. Any repeal, amendment or modification hereof shall be prospective only and shall not affect any rights or obligations then existing.

i. Scope of this Section. The rights granted by this Section shall not be deemed exclusive of any other rights to which those seeking indemnification, contribution or advancement of expenses may be entitled under any statute, agreement or otherwise, both as to action in an indemnified capacity and as to action in any other capacity. The indemnification, contribution and advancement of expenses provided by or granted pursuant to this Section shall continue as to a person who has ceased to be an indemnified representative in respect of matters arising prior to such time, and shall inure to the benefit of the heirs, executors, administrators and personal representatives of such a person.

j. Reliance on Provisions. Each person who shall act as an Indemnified Representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section.

14. Amendments. This Agreement may be amended from time to time by the Member.

15. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, all rights and remedies being governed by said laws.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

InfraSource Incorporated, as sole Member of InfraSource Telecommunication Services, LLC
By:	/s/ Tana L. Pool
Name: Tana L. Pool
Title: Vice President

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EX-3.66

Exhibit 3.66

BYLAWS

OF

PAULEY CONSTRUCTION INC.

I. ARTICLES

1.01 References Thereto. Any reference herein made to the Corporation’s Articles will be deemed to refer to its Articles of Incorporation and all amendments thereto as at any given time on file with the Arizona Corporation Commission, together with any and all certificates theretofore filed by the Corporation with the Arizona Corporation Commission pursuant to applicable law.

1.02. Seniority Thereof. The Articles will in all respects be considered senior and superior to these Bylaws, with any inconsistency to be resolved in favor of the Articles, and with these Bylaws to be deemed automatically amended from time to time to eliminate any such inconsistency which may then exist.

II. OFFICES

2.01. Known Place of Business. The known place of business of the Corporation in the State of Arizona shall be 19531 North 69th Avenue, Glendale, Arizona 85308. The Corporation may have such other offices, either within or without the State of Arizona, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

2.02. Change Thereof. The known place of business and the office of its statutory agent may be changed from time to time by the Board of Directors by filing a statement with the Arizona Corporation Commission pursuant to § 10-013, Arizona Revised Statutes.

III. SHAREHOLDERS MEETINGS

3.01. Annual Meeting. Each annual meeting of the shareholders shall be held on a date in the first week of December at a time of day and place as determined by the Board of Directors (or, in the absence of action by the Board, as set forth in the notice given, or waiver signed, with respect to such meeting pursuant to § 3.03. below). If any such annual meeting is for any reason not held on the date determined as aforesaid, a deferred annual meeting may thereafter be called and held in lieu thereof, and the same proceedings (including the election of Directors) may be conducted thereat. Any Director elected at any annual meeting, or deferred annual meeting, will continue in office until the election of his successor, subject to his earlier resignation pursuant to § 7.01.

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3.02. Special Meetings. Special meetings of the shareholders may be held whenever and wherever called for by the Chairman of the Board, the President or the Board of Directors, and shall be called by the President at the request of the holders of not less than ten percent (10%) of all issued and outstanding shares of the Corporation entitled to vote at the meeting.

3.03. Notices. Not less than ten (10) nor more than fifty (50) days (inclusive of the date of meeting) before the date of any meeting of the shareholders and at the discretion of the person or persons calling the meeting, the Secretary of the Corporation will cause a written notice setting forth the time, place and general purposes of the meeting to be deposited in the mail with postage prepaid, addressed to each shareholder of record at his last address as it then, or on the applicable record date, appears on the Corporation’s records. Any shareholder may waive call or notice of any annual or special meeting (and any adjournment thereof) at any time before, during, or after it is held. Attendance of a shareholder at any such meeting in person or by proxy will automatically evidence his waiver of call and notice of such meeting (and any adjournment thereof) unless he or his proxy is attending the meeting for the express purpose of objecting to the transaction of business thereat because it has not been properly called or noticed. No call or notice of a meeting of the shareholders will be necessary if each of them waives the same in writing or by attendance as aforesaid.

3.04. Shareholders of Record. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders (and at any adjournment thereof), or shareholders entitled to express written consent to corporate action without a meeting, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other lawful action, the Board of Directors may fix in advance a record date which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) nor less than ten (10) days prior to such other action.

If no record date is fixed for determining shareholders entitled to notice of or to vote at a meeting of shareholders, the record date shall be at four o’clock (4:00) in the afternoon on the day before the day on which notice is given, or, if notice is waived, at the commencement of the meeting. If no record date is fixed for determining shareholders entitled to express written consent to corporate action without meeting, the record date shall be the time of the day on which the first written consent is served upon an officer or Director of the Corporation.

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A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting and further provided that the adjournment or adjournments of any such meeting do not exceed thirty (30) days in the aggregate.

3.05. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at a meeting of the shareholders (and at any adjournment thereof), arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof.

3.06. Proxies. Any shareholder entitled to vote thereat may vote by proxy at any meeting of the shareholders (and at any adjournment thereof) which is specified in such proxy, provided that his proxy is executed in writing by him or his duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. The burden of proving the validity of any proxy undated, irrevocable, or otherwise contested at any such meeting of the shareholders will rest with the person seeking to exercise the same. A telegram or cablegram appearing to have been transmitted by a shareholder or by his duly authorized attorney-in-fact may be accepted as a sufficiently written and executed proxy.

3.07. Voting. Except for the election of Directors (which will be governed by cumulative voting laws of Arizona) and except as may otherwise be required by the Corporation’s Articles, each issued and outstanding share of the Corporation (specifically excluding shares held in the treasury of the Corporation) represented at any meeting of the shareholders in person or by a proxy given as provided in § 3.06. above, will be entitled to one vote. Unless otherwise required by the Corporation’s Articles or by statute, any question submitted to the shareholders will be resolved by a majority of the votes cast thereon provided that such votes constitute a majority of the quorum of the particular meeting, whether or not such quorum is then present. The voting will be by ballot on any question as to which begins, by any person entitled to vote on such question; otherwise, a voice vote will suffice. No ballot or change of vote will be accepted after the polls have been declared closed following the ending of the announced time for voting.

3.08. Voting of Shares by Certain Holders. Shares of the Corporation held by another corporation may be voted by such other corporation’s officer, agent or proxy as its bylaws may prescribe, or, in the absence of such a bylaw provision, by any other person designated by resolution of its board of directors, and such officer, agent or other person so designated may vote such corporation’s shares in this Corporation in person or by proxy appointed by him.

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Shares held by an administrator, executor, guardian, or conservator may be voted by such representative, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee, other than a trustee in bankruptcy, may be voted by such representative, either in person or by proxy, but no such trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares outstanding in the name of a receiver, trustee in bankruptcy, or assignee for the benefit of creditors may be voted by such representative, either in person or by proxy. Shares held by or under the control of such a receiver or trustee may be voted by such receiver or trustee, either in person or by proxy, without the transfer thereof into his name, if authority to do so be contained in an appropriate order of the court by which such receiver or trustee was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

If shares stand in the name of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or tenants by community property or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:

(1) If only one votes, his act binds; (2) if more than one votes, the act of the majority so voting binds all; and (3) if more than one votes, but the vote is evenly split on any particular matter, each faction may vote the shares in question proportionately.

Shares standing in the name of a married woman, but not also standing in the name of her husband with such a designation of the mutual relationship on the certificate, may be voted and all rights incident thereto may be exercised in the same manner as if she were unmarried.

Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor counted for quorum purposes. Nothing in this section shall be construed as limiting the right of the Corporation to vote its own stock held by it in a fiduciary capacity.

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3.09. Quorum. At any meeting of the shareholders, the presence in person or by proxy of the holders of a majority of all issued and outstanding shares of the Corporation will constitute a quorum of the shareholders for all purposes. In the absence of a quorum any meeting may be adjourned from time to time (but not exceeding thirty (30) days in the aggregate) by its Chairman until a quorum is formed without notice by announcement at the meeting, or with notice pursuant to § 3.03. above, if a new record date is fixed for the adjourned meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal or temporary absence of enough shareholders to leave less than a quorum.

3.10 Election Inspectors. The Board of Directors, in advance of any meeting of the shareholders, may appoint an election inspector or inspectors to act at such meeting (and any adjournment thereof). If an election inspector or inspectors are not so appointed, the chairman of the meeting may, or upon request of any person entitled to vote at the meeting, will make such appointment. If any person appointed as an inspector fails to appear or to act, a substitute may be appointed by the Chairman of the meeting. If appointed, the election inspector or inspectors acting through a majority of them if there be more than one) will determine the number of shares outstanding, the authenticity, validity, and effect of proxies and the number of shares represented at the meeting in person or by proxy; they will receive and count votes, ballots, and consents and announce the results thereof; they will hear and determine all challenges and questions pertaining to proxies and voting; and, in general, they will perform such acts as may be proper to conduct elections and voting with complete fairness to all shareholders. No such election inspector need be a shareholder of the Corporation.

3.11. Organization and Conduct of Meetings. Each meeting of the shareholders will be called to order and thereafter chaired by the Chairman of the Board of Directors if there is one; or, if not, or if the Chairman of the Board is absent or so requests, then by the President; or if both the Chairman of the Board and the President are unavailable, then by such other officer of the Corporation or such shareholder as may be appointed by the Board of Directors. The Corporation’s Secretary will act as secretary of each meeting of the shareholders; in his absence the Chairman of the meeting may appoint any person (whether a shareholder or not) to act as secretary thereat. After calling a meeting to order, the chairman thereof may require the registration of all shareholders intending to vote in person, and the filing of all proxies, with the elected inspector or inspectors, if one or

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more have been appointed (or, if not, with the secretary of the meeting). After the announced time for such filing of proxies has ended, no further proxies or changes, substitutions, or revocations of proxies will be accepted. If directors are to be elected, a tabulation of the proxies so filed will, if any person entitled to vote in such election so requests, be announced at the meeting (or adjournment thereof) prior to the closing of the election polls. Absent a showing of bad faith on his part, the chairman of a meeting will, among other things, have absolute authority to fix the period of time allowed for the registration of shareholders and the filing of proxies, to determine the order of business to be conducted at such meeting and to establish reasonable rules for expediting the business of the meeting (including any informal, or question and answer portions thereof).

3.12. Shareholder Approval or Ratification. The Board of Directors may submit to the shareholders any contract or act for their approval or ratification at any duly constituted meeting of the shareholders (the notice of which either includes mention of the proposed submittal or is waived as provided in § 3.03. above), or, alternatively, the Board of Directors may submit any such contract or act for the approval or ratification of the shareholders acting by unanimous written consent without a meeting pursuant to § 3.14. below. If any contract or act so submitted is approved or ratified by a majority of the votes cast thereon at such meeting or by such unanimous written consent, the same will be valid and binding upon the Corporation as the act of its shareholders pursuant to § 3.07 above and § 3.14 below.

3.13. Informalities and Irregularities. All informalities or irregularities in any call or notice of a meeting of the shareholders, or in the areas of credentials, proxies, quorums, voting and similar matters, will be deemed waived if no objection is made at the meeting.

3.14. Action by Shareholders Without a Meeting. Any action required or permitted to be taken at a meeting of the shareholders of the Corporation may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Such consent shall have the same effect as a unanimous vote of the shareholders of the Corporation.

IV. BOARD OF DIRECTORS

4.01. Membership. The Board of Directors will be comprised of not less than two (2) nor more than ten (10), as established from time to time by the shareholders. The Board may fill any vacancies which may occur in its membership, whether resulting from an increase in the size of that Board as aforesaid or otherwise, pending the next annual meeting of the shareholders. Directors need not be residents of the State of Arizona or shareholders of the Corporation.

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4.02. Regular Meetings. A regular annual meeting of the Board of Directors is to be held immediately after and at the same place as each annual meeting of the shareholders. Regular meetings, other than the annual ones, may be held at regular intervals at such places and at such times as the Board of Directors may provide.

4.03. Special Meetings. Special meetings of the Board of Directors may be held whenever and wherever (if within the Continental United States) called for by the Chairman of the Board, the President, or the number of Directors which would be required to constitute a quorum.

4.04. Notices. No notice need be given of regular meetings of the Board of Directors. Written notice of the time and place of any special meeting will be given to each Director in person or via mail or telegram addressed to him at his latest address appearing on the Corporation’s records. The notice shall include notice of all matters then intended by the Chairman or President to be brought to the Directors for their consideration. With the consent of a majority of all Directors, other matters may be considered by the Directors notwithstanding lack of notice. Notice to any Director of any such special meeting will be deemed given sufficiently in advance when, if given by mail, the same is deposited in the mail, with first-class postage prepaid, at least four (4) days before the meeting date, or, if personally delivered or given by telegram, the same is handed to the Director, or the telegram is delivered to the telegraph office for fast transmittal at least 48 hours prior to the convening of the meeting. Any Director may waive call or notice of any meeting (and any adjournment thereof) unless he is attending the meeting for the express purpose of objecting to the transaction of business thereat because it has not been properly called or noticed. No call or notice of a meeting of Directors will be necessary if each Director waives the same in writing or by attendance as aforesaid. Any meeting, once properly called and noticed (or as to which call and notice have been waived as aforesaid) and at which a quorum is formed, may be adjourned to another time and place by a majority of those in attendance.

4.05. Quorum. A quorum for the transaction of business at any meeting or adjourned meeting of the Board of Directors will consist of a majority of those Directors then in office.

4.06. Voting. Any question submitted to any meeting or adjourned meeting of the Board of Directors will be resolved by a majority of the votes cast thereon. Directors may not vote by proxy. A Director may participate in a meeting by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

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4.07. Executive Committee. The Board of Directors may, by resolution unanimously adopted by the whole Board, name three or more of its members as an executive committee to serve until otherwise directed by the Board, but not to exceed one year. At the end of each one year period, the committee may be reappointed by a new resolution. Such executive committee will have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation while the Board is not in session, subject to such limitations as may be included in the Board’s resolution; provided, however, that such executive committee shall not have the authority of the Board of Directors in reference to the following matters: (1) submission to shareholders of any action that requires shareholders’ authorization or approval under Title 10, Chapter 1 of Arizona Revised Statutes; (2) filling of vacancies on the Board of Directors or in any committee of the Board of Directors; (3) amendment or repeal of the Bylaws, or the adoption of new Bylaws; and (4) fixing of compensation of Directors for serving on the Board or on any committee of the Board of Directors. A majority of those named to the executive committee will constitute a quorum.

4.08. Other Committees. The Board of Directors may from time to time, by resolution adopted by a majority of the whole Board, appoint other standing or temporary committees from its membership and vest such committees with such powers as the Board may include in its resolution to serve until otherwise directed by the Board, but not to exceed one year. At the end of each one year period the committee may be reappointed by a new resolution. Such committees shall be restricted in their authority as specifically set forth with respect to the executive committee in § 4.07. above. A majority of those named to any such committee will constitute a quorum.

4.09. Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors or of any committee at which action is taken on any corporate matter will be presumed to have assented to the action taken unless his dissent is entered in the minutes of the meeting or unless he files his written dissent by registered or certified mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent will not be available to a Director who voted in favor of the action.

4.10. Compensation. By resolution of the Board of Directors, each Director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or of any committee, and may be paid a fixed sum for attendance at each such meeting or a stated salary as a Director or committee member. No such payment will preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

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4.11. Action by Directors Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or of a committee of this Corporation may be taken without a meeting if all Directors or committee members, as the case may be, consent thereto in writing. Such consent shall have the same effect as a unanimous vote of the Directors or committee members of the Corporation.

V. OFFICERS-GENERAL

5.01. Elections and Appointments. The Board of Directors will elect or appoint the officers of the corporation, including (if they choose to have one) the Chairman of the Board. Such election or appointment will regularly take place at each annual meeting of the Board of Directors, but elections of officers may be held at any other meeting of the Board. A person elected or appointed to any office will continue to hold that office until the election or appointment of his successor, subject to action earlier taken pursuant to §§ 5.04. or 7.01. below. Any two or more offices may be held by the same person at the same time, except for the offices of President and Secretary.

5.02. Additional Appointments. In addition to the officers contemplated in Article VI below, the Board of Directors may appoint other corporate or divisional officers having such authority to perform such duties as may be prescribed from time to time by the Board of Directors, by the President, or, in the case of assistant officers (as, for example, one or more assistant secretaries), by his or their superior officers (which, in the foregoing example, would be the Secretary). Each of such assistant officers (in the order designated by the Board) will be vested with all of the powers and charged with all of the duties (including those herein specifically set forth) of his superior officer in the event of such superior officer’s absence or disability.

5.03. Bonds and Other Requirements. The Board of Directors may require any officer to give bond to the Corporation (with sufficient surety, and conditioned for the faithful performance of the duties of his office) and to comply with such other conditions as may from time to time be required of him by the Board.

5.04. Removal or Delegations. The Board of Directors may, whenever in its judgment the best interests of the Corporation will be served thereby, remove any officer or agent of the Corporation or temporarily delegate his powers and duties to any other officer or to any Director. Such removal or delegation shall be without prejudice to the contract rights, if any, of the person so removed or whose powers and duties have been delegated. Election or appointment of an officer or agent shall not of itself create contract rights.

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5.05. Salaries. Officer salaries may from time to time be fixed by the Board of Directors or (except as to his own) be left to the discretion of the President. No officer will be prevented from receiving a salary by reason of the fact that he is also a Director of the Corporation.

VI. SPECIFIC OFFICERS

6.01. Chairman of the Board. The Board of Directors may elect a Chairman to serve as a general executive officer of the Corporation, and, if specifically designated as such by the Board, as the Chief Executive Officer of the Corporation. If elected, the Chairman will preside at all meetings of the Board of Directors and be vested with such other powers and duties as the Board may from time to time delegate to him.

6.02. President and Vice Presidents. The President will supervise the business and affairs of the Corporation and the performance by all of its other officers of their respective duties, subject to the control of the Board of Directors and of its Chairman if the Chairman has been specifically designated as Chief Executive Officer of the Corporation (failing which the President will be such Chief Executive Officer). One or more Vice Presidents shall be elected by the Board of Directors, each of whom (in the order designated by the Board) will be vested with all of the powers and charged with all of the duties (including those herein specifically set forth) of the President in the event of his absence or disability. Each Vice President will perform such other duties as may from time to time be delegated or assigned to him by the Chief Executive Officer, the President or the Board of Directors. The President may represent the Corporation at any meeting of the shareholders of any other corporation in which this Corporation then holds shares, and may vote this Corporation’s shares in such other corporation in person or by proxy appointed by him, provided that the Board of Directors may from time to time confer the foregoing authority upon any other person or persons.

6.03. Secretary. The Secretary will keep the minutes of meetings of the shareholders, the Board of Directors and any committee, and all unanimous written consents of the shareholders, the Board of Directors and any committee of this Corporation, see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, be custodian of the corporate records and corporate seal, have general charge of the stock transfer book of the Corporation (unless the Board of Directors designates otherwise) and, in general, perform all duties incident to this office. Except as may otherwise be specifically provided in a resolution of the Board of Directors, the Secretary and each Assistant Secretary will be a proper officer to impress the Corporation’s seal on any instrument signed by the President or any Vice President and to attest to the same.

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6.04. Treasurer. The Treasurer will keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and will cause all money and other valuable effects to be deposited in the name and to the credit of the Corporation in such depositories, subject to withdrawal in such manner as may be designated by the Board of Directors. He will render to the President and to the Directors (at the regular meetings of the Board or whenever they may require), an account of all his transactions as Treasurer and of the financial condition of the Corporation.

VII. RESIGNATIONS AND VACANCIES

7.01. Resignations. Any Director, committee member, or officer may resign from his office at any time by written notice delivered or addressed to the Corporation at its known place of business. Any such resignation will be effective upon its receipt by the Corporation unless some later time is therein fixed, and then from that time; the acceptance of a resignation will not be required to make it effective.

7.02. Vacancies. If the office of any Director, committee member, or officer becomes vacant by reason of his death, resignation, disqualification, removal, or otherwise, the Board of Directors may choose a successor to hold office for the unexpired term.

VIII. SEAL

8.01. Form Thereof. The Board of Directors may provide for a seal of the Corporation which will have inscribed thereon the name of the Corporation, the state, and the year of its incorporation.

IX. CERTIFICATES REPRESENTING SHARES

9.01. Form Thereof. Each certificate representing shares of the Corporation will be in such form as may from time to time be approved by the Board of Directors, will be consecutively numbered and will exhibit the holder’s name, the number of shares represented thereby, and such other information as may be required by law.

9.02. Signatures and Seal Thereon. All certificates issued for shares of the Corporation (whether new, re-issued or transferred) will bear the signatures of the President and of the Secretary (or an Assistant Secretary) and the impression of the Corporation’s corporate seal. The signatures of such officers of the Corporation, and the impression of its corporate seal, may be in facsimile form on any certificates which are manually counter—signed by an independent transfer agent and/or registered by a registrar duly appointed by the Corporation and other than the Corporation itself or one of its employees. If a supply of

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unissued certificates bearing the facsimile signature of a person remains when that person ceases to hold the office of the Corporation indicated on such certificates, they may still be countersigned, registered, issued, and delivered by the Corporation’s transfer agent and/or registrar thereafter, the same as though such person had continued to hold the office indicated on such certificate.

9.03. Ownership. The Corporation will be entitled to treat the registered owner of any shares as the absolute owner thereof and, accordingly, will not be bound to recognize any beneficial, equitable, or other claim to, or interest in, such share on the part of any other person, whether or not it has notice thereof, except as may expressly be provided by statute.

9.04. Transfers. Transfers of shares of the Corporation may be made on the stock transfer books of the Corporation only at the discretion of the person named in the certificate therefor (or by his duly authorized attorney-in-fact) and upon the surrender of such certificate.

9.05. Lost Certificates. In the event of the loss, theft, or destruction of any certificate representing shares of this Corporation or of any predecessor corporation, the Corporation may issue (or, in the case of any such shares as to which a transfer agent and/or registrar have been appointed, may direct such transfer agent and/or registrar to countersign, register, and issue) a new certificate, and cause the same to be delivered to the owner of the shares represented thereby, provided that the owner shall have submitted such evidence showing the circumstances of the alleged loss, theft, or destruction, and his ownership of the certificate, as the Corporation considers pertinent, and further provided that a bond shall have been provided in form and amount satisfactory to the Corporation (and to its transfer agent and/or registrar, if applicable), unless the shares represented by the certificate lost, stolen, or destroyed has at the time of the issuance of the new certificate a market value of Five Hundred Dollars ($500) or less (as determined by the Corporation on the basis of such information as it may select) in which case the requirements of a bond may be waived. The Corporation may act through its President, any Vice President, its Secretary, or its Treasurer for any purpose of this § 9.05.

X. CORPORATE ACTS

10.01. Execution of Written Instruments. Contracts, deeds, bills of sale, assignments, options, mortgages, pledges, notes, bonds, evidences of indebtedness or any other instrument of significant importance to the Corporation shall be executed by the President unless the Board of Directors shall in a particular situation designate another procedure for their execution.

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10.02. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. Loans may be made by the Corporation to any officer or director as provided in the laws of the State of Arizona.

10.03. Checks, Drafts, Etc.. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers as are designated by the Board of Directors.

XI. DIVIDENDS

11.01. Subject to such restrictions or requirements as may be imposed by law or the Corporation’s Articles or as may otherwise be binding upon the Corporation, the Board of Directors may, from time to time, declare and the Corporation may pay dividends on shares of the Corporation outstanding on the dates of record fixed by the Board, to be paid in cash, in property, or in shares of the Corporation or as of such payment or distribution dates as the Board may prescribe.

XII. AMENDMENTS

12.01. These Bylaws may be altered, amended, supplemented, repealed or temporarily or permanently suspended, in whole or in part, or new Bylaws may be adopted, at any duly constituted meeting of the shareholders or the Board of Directors, the notice of which meeting either includes mention of the proposed action relative to the Bylaws or is waived as provided above in § 3.03. or § 4.04. (whichever is applicable), or, alternatively, by the unanimous written consent of the shareholders or of the Directors pursuant to § 3.14. or § 4.11. (whichever is applicable). If, however, any such action arises as a matter of necessity at any such meeting and is otherwise proper, no notice thereof will be required.

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned Directors of the Corporation known as and called PAULEY CONSTRUCTION INC., hereby certify that the above and foregoing Bylaws were duly adopted as the Bylaws of said Corporation on the 18^th day of April, 1991, and that the same do now constitute the Bylaws of said Corporation.

/s/ Perry Pauley

PERRY PAULEY

/s/ Jo Ann Pauley

JO ANN PAULEY                                 “Directors”

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TABLE OF CONTENTS

BYLAWS

*  *  *  *  *  *  *  *  *  *  *   *  *

ITEM		PAGE
ARTICLE I—ARTICLES
1.01	References Thereto		1
1.02	Seniority Thereof		1
ARTICLE II—OFFICES
2.01	Known Place of Business		1
2.02	Change Thereof		1
ARTICLE III—SHAREHOLDERS MEETING
3.01	Annual Meeting		1
3.02	Special Meetings		2
3.03	Notices		2
3.04	Shareholders of Record		2
3.05	Voting Record		3
3.06	Proxies		3
3.07	Voting		3
3.08	Voting of Shares by Certain Holders		3
3.09	Quorum		5
3.10	Election Inspectors		5
3.11	Organization and Conduct of Meetings		5
3.12	Shareholder Approval or Ratification		6
3.13	Informalities and Irregularities		6
3.14	Action by Shareholders Without a Meeting		6
ARTICLE IV—BOARD OF DIRECTORS
4.01	Membership		6
4.02	Regular Meetings		7
4.03	Special Meetings		7
4.04	Notices		7
4.05	Quorum		7
4.06	Voting		7
4.07	Executive Committee		8
4.08	Other Committees		8
4.09	Presumption of Assent		8
4.10	Compensation		8
4.11	Action by Directors Without a Meeting		9

ARTICLE V—OFFICERS—GENERAL
ITEM		PAGE
5.01	Elections and Appointments		9
5.02	Additional Appointments		9
5.03	Bonds and Other Requirements		9
5.04	Removal or Delegations		9
5.05	Salaries		10
ARTICLE VI—SPECIFIC OFFICERS
6.01	Chairman of the Board		10
6.02	President and Vice Presidents		10
6.03	Secretary		10
6.04	Treasurer		11
ARTICLE VII—RESIGNATIONS AND VACANCIES
7.01	Resignations		11
7.02	Vacancies		11
ARTICLE VIII—SEAL
8.01	Form Thereof		11
ARTICLE IX—CERTIFICATES REPRESENTING SHARES
9.01	Form Thereof		11
9.02	Signatures and Seal Thereon		11
9.03	Ownership		12
9.04	Transfers		12
9.05	Lost Certificates		12
ARTICLE X—SPECIAL CORPORATE ACTS
10.01	Execution of Written Instruments		12
10.02	Loans		13
10.03	Checks, Drafts, Etc.		13
ARTICLE XI—DIVIDENDS
11.01	Declaration Thereof		13
ARTICLE XII—AMENDMENTS
12.01	Amendment of Bylaws		13

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EX-3.69

Exhibit 3.69

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

TJADER, L.L.C.

The undersigned, as the sole member of Tjader, L.L.C., a Delaware limited liability company (the “Company”), hereby adopts, executes and agrees to this amended and restated Limited Liability Company Operating Agreement of the Company (this “Agreement”) effective January 1, 2011.

W I T N E S S E T H:

WHEREAS, the Company was formed under and pursuant to the provisions of the Delaware Limited Liability Company Act (as amended from time to time, the “Act”) upon the filing of the Certificate of Formation (the “Certificate”) with the Secretary of State in the State of Delaware on July 6, 2000.

NOW, THEREFORE, the sole member hereby sets forth and agrees to the Agreement pursuant to and in accordance with the Act as follows:

1. Name. The name of the limited liability company is Tjader, L.L.C.

2. Office; Registered Agent. The principal office of the Company is in the State of Texas, and shall be located at 541 Industrial Blvd., New Richmond, WI 54017 (the “Principal Office”). The registered office of the Company is in the State of Delaware and shall be located at c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The registered agent of the Company in the State of Delaware is Corporation Service Company and the address of the registered agent of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808.

3. Term of Existence. The term of the Company shall be perpetual unless dissolved, wound up and cancelled in accordance with the Act.

4. Purpose. The Company may carry on any lawful business, purpose or activity for which limited liability companies may be organized under the Act. The Company shall possess and may exercise all the powers and privileges granted by the Act or by any other law, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the Company.

5. Member. Spalj Construction Company, Inc. shall be, and hereby is, admitted to the Company as the sole member of the Company (the “Member”) with its business address at 22360 County Road 12, Deerwood, MN 56444.

6. Management.

(a) Management Vested in the Member. The business and affairs of the Company shall be managed by the Member. The Member shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business or objectives. Unless authorized to do so by this Agreement or by the Member, no employee, attorney-in-fact or other agent shall have any power or authority to bind the Company.

(b) Member Has No Exclusive Duty to Company. The Member shall not be required to manage the Company as its sole and exclusive function and it may have other business interests and may engage in other activities in addition to those relating to the Company. The Company shall not have any right, by virtue of this Agreement, to share or participate in other investments or activities of the Member or in the income or proceeds derived therefrom.

(c) Action by Written Consent. Any action by the Member may be taken in the form of a written consent rather than at a Member meeting. The Company shall maintain a permanent record of all actions taken by the Member.

(d) Officers and Agents.

(i) Election and Term of Office. To facilitate the transaction of business by the Company, the Company may have such officers and agents as the Member may from time to time elect or appoint, which may include a president, one or more vice presidents, a secretary, a treasurer, and such other officers as may be deemed appropriate or necessary, with such respective rights, powers and duties as the Member may from time to time determine and delegate. Each officer and agent shall hold office for the term for which he is elected or appointed and until his or her successor has been elected or appointed and qualified or until his earlier resignation or removal in accordance with this Agreement. Any number of offices may be held by the same person. An officer of the Company may resign at any time by giving written notice to the Company. The resignation of an officer shall be effective upon receipt of such notice or at such later time as shall be specified in the notice. Unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make such resignation effective. Any individual officer may be removed from office by the Member at any time without assigning any cause. Any vacancy with respect to any officer occurring for any reason shall only be filled by the Member, unless the Member determines otherwise.

(ii) Rights, Powers, Responsibilities and Authority. The Member hereby delegates the following rights, powers, responsibilities and authority to the following officers of the Company; provided that the Member may, from time to time, delegate or assign such additional rights, powers, responsibilities and authority as it shall deem appropriate:

(A) Chief Executive Officer. The Chief Executive Officer, if one is appointed, shall preside at all meetings of the Company, and shall perform such other duties as may from time to time be assigned to him or her by the Member.

(B) President. In the absence of a Chief Executive Officer, the President shall be the ranking and chief executive officer of the Company and shall have the duties and responsibilities, and the authority and power, of the Chief Executive

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Officer. The President shall be the chief operating officer of the Company and, subject to the provisions of this Agreement and the Act and the control of the Member, shall have general supervision of the affairs of the Company and shall have general and active control over its business and operations. The President shall, in general, perform all duties incident to the office of president, and such other duties as from time to time may be assigned by the Member. The President shall see that all orders and resolutions of the Member are carried into effect. The President shall have general authority to execute all instruments and documents, including, without limitation, checks, drafts, notes and other negotiable instruments, mortgages or deeds of trust, security agreements, financing statements, bonds, documents providing for the acquisition, mortgage or disposition of the Company’s property, assignments, bills of sale, leases, partnership agreements, operating agreements of other limited liability companies and any other contracts, instruments or documents necessary or advisable, in the opinion of the President, to the business of the Company; to purchase liability and other insurance to protect the Company’s property and business; to cause the employment or appointment of such employees and agents of the Company as the proper conduct of operations may require, and to fix and pay their compensation, subject to the provisions of this Agreement; to remove or suspend any employee or agent who shall have been employed or appointed under his or her authority or under authority of an officer subordinate to him or her; to suspend for cause, pending final action by the authority which shall have elected or appointed him or her, any officer subordinate to the President; and, in general, to exercise all the powers and authority usually appertaining to the chief operating officer of a corporation, except as otherwise provided in this Agreement.

(C) Vice Presidents. In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their appointment) shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall perform such other duties and have such other powers as the Member or the President may from time to time prescribe.

(D) Assistant Vice Presidents. In the absence of a Vice President or in the event of his inability or refusal to act, the Assistant Vice President (or in the event there shall be more than one, the Assistant Vice Presidents in the order designated by the Member, or in the absence of any designation, then in the order of their appointment) shall perform the duties and exercise the powers of that Vice President, and shall perform such other duties and have such other powers as the Member, the President or the Vice President under whose supervision he is appointed may from time to time prescribe.

(E) Secretary. The Secretary shall attend all meetings of the Company and record all the proceedings in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the Company as required by law; and, in general, shall perform all duties incident to the office of secretary, and such other duties as may from time to time be assigned by the Member or the President. The Secretary shall keep and account for all books, documents, papers, and records of the Company, except those for which some other officer or agent is properly accountable.

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(F) Assistant Secretary. In the absence of the Secretary or in the event of his inability or refusal to act, the Assistant Secretary (or, if there shall be more than one, the Assistant Secretaries in the order designated by the Member, or in the absence of any designation, then in the order of their appointment) shall perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Member, the President or the Secretary may from time to time prescribe.

(G) Treasurer. The Treasurer shall have or provide for the custody of the funds, securities and other property of the Company; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the Company; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company; shall deposit in the name and to the credit of the Company all funds in his or her custody as Treasurer in such banks or other places of deposit as the Member may from time to time designate; shall disburse the funds of the Company as may be ordered by the Member, taking proper vouchers for such disbursements, whenever so required by the Member, shall render an account showing his or her transactions as Treasurer and the financial condition of the Company; shall have general authority to execute all instruments and documents, including, without limitation, checks, drafts, notes and other negotiable instruments, mortgages or deeds of trust, security agreements, financing statements, bonds, documents providing for the acquisition, mortgage or disposition of the Company’s property, assignments, bills of sale, leases, partnership agreements, operating agreements of other limited liability companies and any other contracts, instruments or documents necessary or advisable, in the opinion of the Treasurer, to the business of the Company; and, in general, shall discharge such other duties as may from time to time be assigned by the Member, the President or the Vice President in charge of finance, if one is so designated.

(H) Assistant Treasurer. The Assistant Treasurer or Assistant Treasurers shall assist the Treasurer, and in the absence of the Treasurer or in the event of his inability or refusal to act, the Assistant Treasurer (or in the event there shall be more than one, the Assistant Treasurers in the order designated by the Member, or in the absence of any designation, then in the order of their appointment) shall perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Member, the President or the Treasurer may from time to time prescribe.

(I) Controller. The Controller, if one is appointed, shall have supervision of the accounting practices of the Company and shall prescribe the duties and powers of any other accounting personnel of the Company; shall cause to be maintained an adequate system of financial control through a program of budgets and interpretive reports; and shall initiate and enforce measures and procedures whereby the business of the Company shall be conducted with the maximum efficiency and economy. If required, he or she shall prepare a monthly report covering the operating results of the Company. The Controller shall be under the supervision of the Vice President in charge of finance, if one is so designated, and he shall perform such other duties as may be prescribed by the Member, the President or any such Vice President in charge of finance.

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(J) Assistant Controller. The Assistant Controller or Assistant Controllers shall assist the Controller, and in the absence of the Controller or in the event of his inability or refusal to act, the Assistant Controller (or, if there shall be more than one, the Assistant Controllers in the order designated by the Members, or in the absence of any designation, then in the order of their appointment) shall perform the duties and exercise the powers of the Controller and perform such other duties and have such other powers as the Member, the President or the Controller may from time to time prescribe.

(iii) Subordinate Officers, Committees and Agents. The Member may from time to time appoint such committees, employees or other agents as it deems necessary, who shall hold their offices for such terms and shall exercise such rights and powers and perform such duties as are provided in this Agreement, or as the Member may from time to time determine and delegate. The Member may delegate to any officer or committee the right and power to elect or appoint subordinate officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe the authority and duties of such subordinate officers, committees, employees or other agents.

(iv) Salaries. The salaries, if any, of the officers and agents of the Company elected or appointed by the Member shall be fixed from time to time by the Member.

(v) Officers’ Bonds. No officer of the Company need provide a bond to guarantee the faithful discharge of the officer’s duties unless the Member shall by resolution so require a bond, in which event such officer shall give the Company a bond (which shall be renewed if and as required) in such sum and with such surety or sureties as shall be satisfactory to the Member for the faithful performance of the duties of office.

(vi) Reliance by Third Parties. Persons dealing with the Company are entitled to rely conclusively upon the power of the officers as set forth herein.

(e) Liability for Certain Acts. The officers shall perform their duties in good faith, in a manner reasonably believed to be in the best interests of the Company, and with such care and business judgment as an ordinarily prudent person in a like position would use under similar circumstances, including the reliance in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by the Member, officers, employees or committees of the Company or by any other person, as to matters the Member or officers reasonably believe are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company. The officers do not, in any way, guarantee the return of the Member’s capital contributions or a profit for the Member from the operations of the Company. The officers who so perform the duties of officers as set forth herein shall not be personally liable to the Company or to the Member for any loss or damage sustained by the Company or the Member, unless (i) the officer has breached or failed to perform the duties of his or her position under the Act, the Certificate or this Agreement and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness by such officer. Nothing in this paragraph shall apply to the liability of an officer pursuant to any criminal statute, or for the payment of taxes pursuant to

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federal, state or local law. Neither the Member nor any person bearing a title as an officer of the Company shall be obligated personally with respect to any debt, obligation or liability of the Company by reason of being a member, or acting as an officer, agent or otherwise on behalf of the Company.

(f) Reliance on Reports and Information by Member. The, Member of the Company shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any of its officers, employees or committees of the Company, or by any other person, as to matters the Member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

(g) Banking. The Treasurer may from time to time open bank accounts in the name of the Company, and the Treasurer, Assistant Treasurer and/or any other officer of the Company designated by the Member, as may be determined from time to time by the Member, shall be the sole signatory or signatories thereon, unless the Member determines otherwise.

7. Capital Contributions. The Member owns a 100% undivided limited liability company “membership interest” in the Company. The Member may in the future, but is not required to, contribute additional capital it deems necessary for the operation of the Company. The Member may loan funds to the Company on such terms and conditions as the Member may desire. All capital contributions and loans made by the Member and any future Members shall be recorded on the books and records of the Company.

8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member. The Member intends that the Company be disregarded as an entity separate from its owner for U.S. tax purposes.

9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts as determined by the Member. Such distributions shall be allocated to the Member.

10. Books. The Company books shall be maintained at the Principal Office. The books shall be kept on a calendar year basis, and shall be closed and balanced at the end of each such calendar year.

11. Authorization to Qualify to do Business as Foreign Limited Liability Company. The Member is hereby authorized, where it is necessary or expedient for the Company to transact business, to appoint and substitute all necessary agents or attorneys for service of process, to designate and change the location of all necessary statutory offices and to execute and file all necessary certificates, reports, powers of attorney and other instruments as may be required by the laws of such state, territory, dependency or country to authorize the Company to transact business therein, and whenever it is expedient for the Company to cease doing business therein and withdraw therefrom, to revoke any appointment of agent or attorney for service of process, and to execute and file such certificates, reports, revocations of appointment or surrenders of authority as may be necessary to terminate the authority of the Company to do business in any such state, territory, dependency or country.

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12. Transfers of Membership Interests in the Company. Membership interests in the Company shall be freely transferable and assignable in whole or in part. Notwithstanding any other provision of this Agreement, upon any assignment by a Member of all of its membership interests in the Company, at the effective date of such assignment, the assignee shall automatically be admitted to the Company as a member of the Company and, immediately following such admission of the assignee, the assigning Member shall cease to be a member of the Company. Notwithstanding any other provision of this Agreement, upon any such assignment, the business of the Company shall continue without dissolution. Notwithstanding any other provision of this Agreement, upon such an assignment, the assignee shall be bound by this Agreement as a member of the Company.

13. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company from time to time with the consent of the Member.

14. Dissolution and Liquidation.

(a) Events Triggering Dissolution. The Company shall dissolve and commence winding up and liquidation upon the first to occur of any of the following (“Liquidating Events”):

(i) the written consent of the Member;

(ii) the election by the Member, at its sole option, to require the dissolution, winding up and liquidation of the Company; or

(iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

The Company shall not be dissolved for any other reason, including without limitation, the Member’s becoming bankrupt or executing an assignment for the benefit of creditors, and any such bankruptcy or assignment shall not effect a transfer of any portion of the Member’s membership interest in the Company.

(b) Liquidation. Upon dissolution of the Company in accordance with Section 14(a), the Company shall be wound up and liquidated by the Member or by a liquidating manager selected by the Member. The proceeds of such liquidation shall be applied and distributed in the following order of priority:

(i) to creditors, including the Member if it is a creditor, in the order of priority as established by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Member under Section 18-601 or 18-604 of the Act; and then

(ii) to the setting up of any reserves in such amount and for such period as shall be necessary to make reasonable provisions for payment of all contingent, conditional or unmatured claims and obligations known to the Company and all claims and obligations known to the Company but for which the identity of the claimant is unknown; and then

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(iii) to the Member, which liquidating distribution may be made to the Member in cash or in kind, or partly in cash and partly in kind.

(c) Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf of the Company prepare and file a certificate of cancellation with office of the Secretary of State of the State of Delaware, as required by the Act. When such certificate is filed, the Company’s existence shall cease.

15. Indemnification.

(a) Definitions. For the purposes of this Section, the following terms shall have the following meanings:

(i) “Indemnified Capacity” means any and all past, present and future service by an indemnified representative in one or more capacities as a Member, officer, employee or agent of the Company, or, at the request of the Company, as a member, manager, officer, employee, agent, fiduciary or trustee of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise.

(ii) “Indemnified Representative” means the Member and the officers of the Company and any other person designated as an indemnified representative by the Member (which may, but need not, include any person serving at the request of the Company, as a member, manager, officer, employee, agent, fiduciary or trustee of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise).

(iii) “Liability” means any damage, judgment, amount paid in settlement, fine, penalty, punitive damages, excise tax assessed with respect to an employee benefit plan, or cost or expense of any nature (including, without limitation, attorneys’ fees and disbursements).

(iv) “Proceeding” means any threatened, pending or completed action, suit, appeal or other proceeding of any nature, whether civil, criminal, administrative or investigative, whether formal or informal, and whether brought by or in the right of the Company, its Member or otherwise.

(b) Indemnification by the Company.

(i) To the fullest extent permitted by law, the Company shall indemnify an Indemnified Representative against any Liability incurred in connection with any Proceeding in which the Indemnified Representative may be involved as a party or otherwise by reason of the fact that such person is or was serving in an Indemnified Capacity, including, without limitation, liabilities resulting from any actual or alleged breach or neglect of duty, error, misstatement or misleading statement, negligence, gross negligence or act giving rise to strict or products liability, except:

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(A) where such indemnification is expressly prohibited by applicable law;

(B) where the conduct of the Indemnified Representative has been finally determined:

(1) to constitute willful misconduct or recklessness sufficient in the circumstances to bar indemnification against liabilities arising from the conduct; or

(2) to be based upon or attributable to the receipt by the Indemnified Representative from the Company of a personal benefit to which the Indemnified Representative is not legally entitled; or

(C) to the extent such indemnification has been finally determined in a final adjudication to be otherwise unlawful.

(ii) If an Indemnified Representative is entitled to indemnification in respect of a portion, but not all, of any Liabilities to which such person may be subject, the Company shall indemnify such Indemnified Representative to the maximum extent for such portion of the Liabilities.

(iii) The termination of a Proceeding by settlement shall not create a presumption that the Indemnified Representative is not entitled to indemnification.

(iv) To the extent that an Indemnified Representative of the Company has been successful on the merits or otherwise in defense of any Proceeding or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by such person in connection therewith.

(c) Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section, the Company shall not indemnify under this Section an Indemnified Representative for any liability incurred in a Proceeding initiated (which shall not be deemed to include counterclaims or affirmative defenses) or participated in as an intervenor or amicus curiae by the person seeking indemnification unless such initiation of or participation in the Proceeding is authorized, either before or after its commencement, by the Member in office. This paragraph does not apply to reimbursement of expenses incurred in successfully prosecuting or defending the rights of an Indemnified Representative granted by or pursuant to this Section.

(d) Advancing Expenses. To the fullest extent permitted by law, the Company shall pay the expenses (including attorneys fees and disbursements) incurred in good faith by an Indemnified Representative in advance of the final disposition of a Proceeding described in Section 15(b) or the initiation of or participation in which is authorized pursuant to Section 15(c) upon receipt of an undertaking by or on behalf of the Indemnified Representative to repay the amount if it is ultimately determined that such person is not entitled to be indemnified by the Company pursuant to this Section. The financial ability of an Indemnified Representative to repay an advance shall not be a prerequisite to the making of such advance.

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(e) Securing of Indemnification Obligations. To further effect, satisfy or secure the indemnification obligations provided in this Section or otherwise, the Company may maintain insurance, obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fond or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Company, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Member shall deem appropriate. Absent fraud, the determination of the Member with respect to such amounts, costs, terms and conditions shall be conclusive against the Member and officers and shall not be subject to voidability.

(f) Payment of Indemnification. An Indemnified Representative shall be entitled to indemnification within 30 days after a written request for indemnification has been delivered to the secretary of the Company. The indemnification pursuant to this Section shall be made only from the assets of the Company and the Member shall be personally liable therefor.

(g) Contribution. If the indemnification provided for in this Section or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Company shall contribute to the liabilities to which the Indemnified Representative may be subject in such proportion as is appropriate to reflect the intent of this Section or otherwise.

(h) Contract Rights: Amendment or Repeal. All rights under this Section shall be deemed a contract between the Company and the Indemnified Representative pursuant to which the Company and each Indemnified Representative intend to be legally bound. Any repeal, amendment or modification hereof shall be prospective only and shall not affect any rights or obligations then existing.

(i) Scope of this Section. The rights granted by this Section shall not be deemed exclusive of any other rights to which those seeking indemnification, contribution or advancement of expenses may be entitled under any statute, agreement or otherwise, both as to action in an indemnified capacity and as to action in any other capacity. The indemnification, contribution and advancement of expenses provided by or granted pursuant to this Section shall continue as to a person who has ceased to be an indemnified representative in respect of matters arising prior to such time, and shall inure to the benefit of the heirs, executors, administrators and personal representatives of such a person.

(j) Reliance on Provisions. Each person who shall act as an Indemnified Representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section.

16. Amendments. This Agreement may be amended in writing from time to time by the Member.

17. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Operating Agreement as of the date first written above.

SPALJ CONSTRUCTION COMPANY as sole member of Tjader, L.L.C.
By:	/s/ Carolyn M. Campbell
	Name:   Carolyn M. Campbell
	Title:     Vice President

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EX-3.70

Exhibit 3.70

CERTIFICATE OF AMENDMENT OF THE BYLAWS

OF

U G T I

a California Corporation

Pursuant to Article IX of the Bylaws of U G T I, a California corporation, as adopted on February 26, 1988 and amended on December 6, 1990, January 1, 1997 and December 14, 1999, the following amendment to the following section of the Bylaws was adopted by the unanimous written consent of the Board of Directors and Sole Shareholder effective as of August 18, 2008:

Section 2 of Article III of the Corporations Bylaws is amended in its entirety to read as follows:

“Section 2. Number of Directors. The authorized number of directors of the Corporation shall be two (2) until changed by amendment of the Articles of Incorporation or by a Bylaw duly adopted by the shareholders amending this Section 2.”

Dated: October 16, 2008

/s/ Richard B. Vilsoet

Richard B. Vilsoet, Secretary

BYLAWS FOR THE REGULATION. EXCEPT AS OTHERWISE PROVIDED BY

STATUTE OR ITS ARTICLES OF INCORPORATION, OF

U G T I

A California Corporation

ARTICLE I. OFFICES

Section 1. Principal Office. The principal office for the transaction of the business of the Corporation is hereby located at 2193 Portola, Suite A, Ventura, State of California. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another by amendment of this section 1, article I.

Section 2. Other Offices. Branch or subordinate offices may at any time be established by the Board of Directors at any place or places.

ARTICLE II. MEETINGS OF SHAREHOLDERS

Section 1. Annual Meetings. The annual meeting of shareholders shall be held on the first business day of July of each year at the hour of                  of said day; provided however, that should said day fall upon a Saturday, Sunday or legal holiday, then any such annual meeting of shareholders shall be held at the same time and place on the next day thereafter ensuing which is not a legal holiday. At such meeting directors shall be elected, reports of the affairs of the corporation shall be considered, and any other business may be transacted which is within the power of the shareholders. If the election of directors shall not be held on the designated day herein for any annual meeting of shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as is convenient.

Section 2. Notice. Written notice of each annual or special meeting of shareholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote. Such notice shall state the place, the date and hour of the meeting and (i) in the case of special meeting the general nature of the business to be transacted, and no other business may be transacted, or (ii) in the case of the annual meeting, those matters which the Board, at any time of the mailing of the notice, intends to present for action by the shareholders, but, subject to the provisions of applicable law, any proper matter may be presented at the meeting for such action. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by management for election.

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Notice of a shareholder’s meeting shall be given either personally or by mail or by other means of written communication, addressed to the shareholder at the address of such shareholder appearing on the books of the Corporation or given by the shareholder to the Corporation for the purpose of notice; or, if no such address appears or is given, at the place where the principal executive office of the Corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mails, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient.

Section 3. Special Meetings. Special Meetings of the shareholders, for any purpose or purposes whatsoever, may be called at any time by the President, the Chairman of the Board, or by the Board of Directors, or by one or more shareholders holding not less than ten percent (10%) of the voting power of the Corporation. Upon request in writing to the Chairman of the Board, the President, any Vice President, or the Secretary by any person (other than the Board) entitled to call a special meeting of shareholders, the receiving officer shall forthwith cause notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person or persons causing the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the persons entitled to call the meeting may give the notice.

Section 4. Place of Meetings. All annual meetings of shareholders and all other meetings of shareholders shall be held either at the principal office or at any other place within the State of California which may be designated either by the Board of Directors pursuant to authority hereinafter granted to said Board, or by written consent of all shareholders entitled to vote thereat, given either before or after the meeting and filed with the Secretary of the Corporation; provided, however, that no change in place of the meeting shall be made within sixty (60) days next before the day on which an election of directors is to be held.

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Section 5. Adjourned Meetings and Notice Thereof. Any shareholders meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum (except as provided in section 8 of this article) no other business may be transacted at such meeting. It shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted thereat, other than by announcement at the meeting at which such adjournment is taken; provided, however, when any shareholders meeting is adjourned for more than forty-five (45) days, or if after adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given as in the case of an original meeting.

Section 6. Voting. The shareholders entitled to notice of any meeting or to vote at any such meeting shall be only persons in whose name shares stand on the stock records of the corporation on the record date determined in accordance with section 7 of this Article.

Voting shall in all cases be subject to the provisions of Chapter 7 of the California General Corporation Law and to the following provisions:

(a) Subject to clause (g), shares held by an administrator, executor, guardian, conservator or custodian may be voted by such holder either in person or by proxy, without a transfer of such shares into the holder’s name; and shares standing in the name of a trustee may be voted by the trustee, either in person or by proxy, but no trustee shall be entitled to vote shares held by such trustee without a transfer of such shares into the trustee’s name.

(b) Shares standing in the name of a receiver may be voted by such receiver; and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into the receiver’s name if authority to do so is contained in the order of the court by which such receiver was appointed.

(c) Subject to the provisions of section 705 of the California General Corporation Law, and except where otherwise agreed in writing between the parties, a shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

(d) Shares standing in the name of a minor may be voted and the corporation may treat all rights incident thereto as exercisable by the minor, in person or by proxy, whether or not the corporation has notice, actual or constructive, of the nonage, unless a guardian of the minor’s property has been appointed and written notice of such appointment given to the corporation.

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(e) Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxyholder as the bylaws of such other corporation may prescribe or, in the absence of such provision, as the Board of Directors of such determination, by the Chairman of the Board, President or any Vice President of such other corporation, or by any other person authorized to do so by the Board, President or any Vice President of such other corporation. Shares which are purported to be voted or any proxy purported to be executed in the name of a corporation (whether or not any title of the person signing is indicated) shall be presumed to be voted or the proxy executed in accordance with the provisions of this subdivision, unless the contrary is shown.

(f) Shares of the corporation owned by any subsidiary shall not be entitled to vote on any matter.

(g) shares held by the corporation in a fiduciary capacity, and shares of the corporation held in a fiduciary capacity by any subsidiary, shall not be entitled to vote on any matter, except to the extent that the settlor or beneficial owner possesses and exercises a right to vote or to give the corporation binding instructions as to how to vote such shares.

(h) If shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants-in-common, husband and wife as community property, tenants by the entirety, voting trustees, persons entitled to vote under a shareholder voting agreement or otherwise, or if two or more persons (including proxyholders) have the same fiduciary relationship respecting the same shares, unless the secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:

(i) If only one votes, such act binds all;

(ii) If more than one vote, the act of the majority so voting binds all;

(iii) If more than one vote, but the vote is evenly split on any particular matter, each fraction may vote the securities in question proportionately.

If the instrument so filed or the registration of the shares shows that any such tenancy is held in unequal interests, a majority or even split for the purpose of this section shall be a majority of even split in interest.

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Subject to the following sentence and to the provisions of section 708 of the California General Corporation Law, every shareholder entitled to vote at any election of directors may cumulate such shareholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shareholder’s shares are entitled, or distribute the shareholder’s votes on the same principle among as many candidates as the shareholder thinks fit. No shareholder shall be entitled to cumulate votes for any candidate or candidates pursuant to the preceding sentence unless such candidate or candidates’ names have been placed in nomination prior to the voting and the shareholder has given notice, at the meeting prior to the voting of the shareholder’s intention to cumulate the shareholder’s votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination.

Elections need not be by ballot; provided however, that all elections for directors must be by ballot upon demand made by a shareholder at the meeting and before the voting begins.

In any election of directors, the candidates receiving the highest number of votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares are elected.

Section 7. Record Date. The Board may fix, in advance, a record date for the determination of the shareholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution, or any allotment of rights, or to exercise rights in respect of any other lawful action. The record date so fixed shall be not more than sixty (60) nor less than ten (10) days prior to the date of the meeting or more than sixty (60) days prior to any other action. When a record date is so fixed, only shareholders of record on that date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution, or allotment of rights, or to exercise of the rights, as the case may be, notwithstanding any transfer of shares on the books of the corporation after the record date. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting. The Board shall fix a new record date if the meeting is adjourned for more than forty-five (45) days.

If no record date is fixed by the Board, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of

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business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. The record date for determining shareholders for any purpose other than set forth in this section 7 or section 10 of this Article shall be at the close of business on the day on which the Board adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later.

Section 8. Quorum. The presence in person or by proxy of persons entitled to vote a majority of the voting shares at any meeting shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 9. Consent of Absentees. The transactions of any meeting of shareholders, either annual or special, however called and notice, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the shareholders entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Neither the business to be transacted nor the purpose of any regular or special meeting of shareholders need be specified in any written waiver of notice, except as provided in section 601(f) of the California General Corporation Law.

Section 10. Action Without Meeting. Subject to section 603 of the California General Corporation Law, any action which, under any provision of the California General Corporation Law, may be taken any annual or special meeting of shareholders, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Unless a record date for voting purposes be fixed as provided in section 7 of this Article, the record date for determining shareholders entitled to give consent pursuant to this section 10, when no prior action by the Board has been taken, shall be the day on which the first written consent is given.

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Section 11. Proxies. Every person entitled to vote shares has the right to do so either in person or by one or more persons authorized by a written proxy executed by such shareholder and filed with the Secretary. Any proxy duly executed that does not state that it is irrevocable shall continue in full force and effect until revoked by the person executing it prior to the vote pursuant thereto by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by, or by attendance at the meeting and voting in person by, the person executing the proxy; provided, however, that no proxy shall be valid after the expiration of 11 months from the date of its execution unless otherwise provided in the proxy.

Section 12. Inspectors of Election. In advance of any meeting of shareholders, the Board may appoint any persons other than nominees for office as inspectors of election to act at such meeting and any adjournment thereof. If no inspectors of election are appointed, or if any persons so appointed fail to appear or refuse to act, the chairman of any such meeting may, and on the request of any shareholder or shareholder’s proxy shall, make such appointment at the meeting. The number of inspectors shall be either one (1) or three (3). If appointed at a meeting on the request of one (1) or more shareholders or proxies, the majority of shares present shall determined whether one (1) or three (3) inspectors are to be appointed.

The duties of such inspectors shall be as prescribed by section 707(b) of the California General Corporation Law and shall include: determining the number of shares outstanding and the voting power of each; the shares represented at the meeting; the existence of a quorum; the authenticity, validity, and effect of proxies; receiving votes, ballots, or consents; hearing and determining all challenges and questions in any way arising in connection with the right to vote; counting and tabulating all votes or consents, determining when the polls shall close; determining the result; and doing such acts as may be proper to conduct the election or vote with fairness to all shareholders. If there are three (3) inspectors of election, the decision, act, or certificate of a majority is effective in all respects as the decision, act, or certificate of all.

ARTICLE III. DIRECTORS

Section 1. Powers. Subject to limitations of the Articles of Incorporation, of these Bylaws, and of the California General Corporation Law as to actions requiring approval by the shareholders, or by the outstanding shares, the business and Affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board may delegate the management of the day to day operation of the business of the Corporation to a

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management company or other person(s) provided, that the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.

Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers in addition to the other powers enumerated in these Bylaws:

First—To select and remove all the officers, agents and employees of the Corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the Articles of Incorporation or these Bylaws, fix their compensation, and require from them security for faithful service.

Second—To conduct, manage and control the affairs and business of the Corporation, and to make such rules and regulations therefore not inconsistent with law, or with the Articles of Incorporation to these Bylaws, as they may deem best.

Third—To adopt, make and use a corporate seal, and to prescribe the forms of certificates of stock, and to alter the form of such seal and of such certificates from time to time, as in their judgment they may deem best, provided such seal and such certificate shall at all times comply with the provisions of law.

Fourth—To authorize the issue of shares of stock of the Corporation from time to time, upon such terms and for such consideration as may be lawful.

Fifth—To borrow money and incur indebtedness for the purposes of the Corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor.

Sixth—To appoint an executive committee and other committees, and to delegate to the executive committee any of the powers and authority of the Board in the management of the business and affairs of the Corporation, except the power to declare dividends and to adopt, amend or repeal Bylaws. The executive committee shall be composed of two (2) or more directors.

Section 2. Number of Directors. The authorized number of directors of the Corporation shall be two (2) until changed by amendment of the Articles of Incorporation or by a Bylaw duly adopted by the shareholders amending this section 2.

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Section 3. Election and Term of Office. The directors shall be elected at each annual meeting of shareholders, but if any such annual meeting is not held, or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders held for that purpose. All directors shall hold office until their respective successors are elected and qualified.

Section 4. Vacancies. Any director may resign effective upon giving written notice to the chairman of the Board, the President, Secretary, or the Board, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

Vacancies in the Board, including those existing as a result of a removal of a director, may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until the next annual meeting and until such director’s successor has been elected and qualified.

A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation, or removal of any director, or if the authorized number of directors be increased, or if the shareholders fail, at any annual or special meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be voted for at that meeting.

The Board may declare vacant the office of a director who has been declared of unsound mind by an order of court or convicted of felony.

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. Any such election by written consent requires the consent of a majority of the outstanding shares entitled to vote. If the Board accepts the resignation of a director tendered to take effect at a future time, the Board or the shareholders shall have the power to elect a successor to take office when the resignation is to become effective.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of the director’s term of office.

Section 5. Place of Meeting. Regular meetings of the Board of Directors shall be held at any place within or without the state which has been designated from time to time by resolution of the Board or by written consent of all members of

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the Board. In the absence of such designation regular meetings shall be held at the principal office of the Corporation. Special meetings of the Board may be held either at a place so designated or at the principal office.

Section 6. Regular Meetings. Immediately following each annual meeting of shareholders the Board shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business.

Other regular meetings of the Board shall be held without call on the first business day of January; provided, however, should said day fall upon a Saturday, Sunday or legal holiday observed by the Corporation at its principal executive office, then said meeting shall be held at the same time on the next day thereafter ensuing which is a full business day. Call and notice of all regular meetings of the Board are hereby dispensed with.

Section 7. Special Meetings. Special meetings of the Board for any purpose or purposes may be called at any time by the Chairman of the Board, the President, or the Secretary or by any two directors.

Special meetings of the Board shall be held upon four (4) days’ written notice or forty-eight (48) hours’ notice given personally or by telephone, telegraph, telex, or other similar means of communication. Any such notice shall be addressed or delivered to each director, at such director’s address as it is shown upon the records of the Corporation or as may have been given to the Corporation by the director for purposes of notice or, if such address is not shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held.

Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mails, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient.

Section 8. Action By Written Consent Without Meeting. Any action required or permitted to be taken by the Board of Directors under any provision of Division I, General Corporation Law, Corporations Code, may be taken without a meeting, if all members of the Board shall individually or collectively consent

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in writing to such action. such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors.

Section 9. Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be sent and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 10. Quorum. A majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction of business; except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the Articles of Incorporation. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 11. Participation in Meetings by Conference Telephone. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all member participating in such meeting can hear one another.

Section 12. Adjournment. A quorum of the directors may adjourn any directors meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the directors present at any directors’ meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular, meeting of the Board. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place fixed at the meeting adjourned.

Section 13. Fees and Compensation. Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by the Board.

Section 14. Rights of Inspection. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the Corporation and also of

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its subsidiary corporation, domestic or foreign. Such inspection by a director may be made in person or by agent or attorney and includes the right to copy and obtain extracts.

Section 15. Committees. The Board may appoint one or more committees, each consisting of two (2) or more directors, and delegate to such committees any of the authority of the Board except with respect to:

(a) The approval of any action for which the General Corporation Law also requires shareholders’ approval for approval of the outstanding shares;

(b) The filling of vacancies on the Board or on any committee;

(c) The fixing of compensation of the directors for serving on the Board or on any committee;

(d) The amendment or repeal of Bylaws or the adoption of new Bylaws;

(e) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;

(f) A distribution to the shareholders of the corporation except at a rate or in periodic amount or within a price range determined by the Board;

(g) The appointment of other committees of the Board or the members thereof.

Any such committee must be appointed by resolution adopted by a majority of the authorized number of directors and may be designated as Executive Committee or by such other name as the Board shall specify. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this Article applicable to meetings and actions of the Board. Minutes shall be kept to each meeting of each committee.

ARTICLE IV. OFFICERS

Section 1. Officers. The officers of the Corporation shall be a President, a Vice President, a Secretary and a Chief Financial Officer (treasurer). The Corporation may also have, at

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the discretion of the Board of Directors a Chairman of the Board, one (1) or more Vice Presidents, one (1) or more Assistant Secretaries and one (1) or more Assistant Treasurers, and such other offices as may be appointed in accordance with the provisions of Section 3 of this Article IV. One person may hold two (2) or more offices.

Section 2. Election. The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of section 3 or section 5 of this article IV, shall be chosen annually by the Board of Directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified.

Section 3. Subordinate Officers, Etc. The Board of Directors may elect, and/or may empower the President to appoint such other officers as the business of the Corporation may require, each of whom shall have such authority and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to time specify, and shall hold office until he shall resign or shall be removed or otherwise disqualified to serve.

Section 4. Removal. Any officer may be removed, either with or without cause, by a majority of the directors at the time in office, at any regular or special meeting of the Board, or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

Section 5. Removal and Resignation. Any officer may be removed, either with or without cause, by the Board of Directors at any time, or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment with the Corporation.

Any officer may resign at any time by giving written notice to the Corporation, but without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular election or appointment to such office.

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Section 7. Chairman of the Board. The Chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by these Bylaws.

Section 8. President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. He shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, at all meetings of the Board of Directors. He. shall be ex officio a member of all the standing committees, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the office of president and general manager of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors of these Bylaws.

Section 9. Vice President. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall, have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as may from time to time may be prescribed for them respectively by the Board of Directors or these Bylaws.

Section 10. Secretary. The Secretary shall keep or cause to be kept, at the principal executive office and such other place as the Board may order, a book of minutes of all meetings of shareholders, the Board, and its committee, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at Board and Committee meetings, the number of shares present or represented at shareholders’ meetings, and the proceeding thereof. The Secretary shall keep, or cause to be kept, a copy of the Bylaws of the corporation at the principal executive office or business office in accordance with section 213 of the California General Corporation Law.

The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Corporation’s transfer agent or registrar, if one be appointed, a share register, or a duplicate share register, showing the names of the

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shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board and of any committees thereof required by these bylaws or by law to be given, shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board.

Section 11. Chief Financial Officer (Treasurer). The Treasurer is the Chief Financial Officer of the Corporation and shall keep and maintain or cause to be kept and maintained adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital and retained earnings. The Chief Financial Officer shall send or cause to be sent to the shareholders of the Corporation such financial statements and reports as are by law or these Bylaws required to be sent to them. The books of account shall at all reasonable times be open to inspection by any director.

The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the President and directors, whenever they request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws.

ARTICLE V. OTHER PROVISIONS

Section 1. Inspection of Corporate Records.

(a) A shareholder or shareholders holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation or who hold at least one percent (1%) of such voting shares and have filed a Schedule 14B with the United States Securities and Exchange Commission relating to the election of directors of the Corporation shall have an absolute right to do either or both of the following:

(i) Inspect and copy the record of shareholders’ names and addresses and shareholdings during usual business hours upon five (5) business days’ prior written demand upon the Corporation; and

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(ii) Obtain from the transfer agent, if any, for the Corporation, upon five (5) business days’ prior written demand and upon the tender of its usual charges for such a list (the amount of which charges shall be stated to the shareholder by the transfer agent upon request), a list of the shareholders’ names and addresses who are entitled to vote for the election of directors and their shareholdings, as of the most recent record date for which it has been compiled or as of a date specified by the shareholder subsequent to the date of demand.

(b) The record of shareholders shall also be open to inspection and copying by any shareholder or holder of a voting trust certificate at any time during usual business hours upon written demand on the Corporation, for a purpose reasonably related to such holder’s interest as a shareholder or holder of a voting trust certificate.

(c) The accounting books and records and minutes of proceedings of the shareholders and the Board and committees of the Board shall be open to inspection upon written demand on the Corporation of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to such holder’s interests as a shareholder or as a holder of such voting trust certificate.

(d) Any inspection and copying under this Article may be made in person or by agent or attorney.

Section 2. Inspection of Bylaws. The Corporation shall keep in its principal executive office the original or a copy of these Bylaws as amended to date which shall be open to inspection by shareholders at all reasonable times during office hours. If the principal executive office of the Corporation is outside the State of California and the Corporation has no principal business office in such state, it shall upon the written notice of any shareholder furnish to such shareholder a copy of these Bylaws as amended to date.

Section 3. Authorized Signatories for Checks. All checks, drafts, or other orders for payment of money, notes, and other evidences of indebtedness issued in the name of or payable to the Corporation shall be signed or endorsed in the manner and by the persons authorized by the Board of Directors.

Section 4. Executing Contracts and Instruments. The Board of Directors may authorize any of its officers or agents to enter into any contract or execute any instrument in the name of and on behalf of the Corporation. This authority may be general or it may be confined to one or more specific matters. No officer, agent, employee, or other person purporting to act on behalf of the Corporation shall have any power or authority to bind the Corporation in any way, pledge its credit, or render it liable

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for any purpose in any amount, unless that person was acting with authority duly granted by the Board of Directors as provided in these Bylaws, or unless an unauthorized act was later ratified by the corporation.

Section 5. Certificates of Stock. Every holder of shares of the corporation shall be entitled to have a certificate signed in the name of the corporation by the Chairman of the Board, the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, certifying the number of shares and the class of series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile. If any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent, or registrar at the date of issue.

Certificates for shares may be issued prior to full payment under such restrictions and for such purposes as the Board may provide; provided, however, that on any certificate issued to represent any partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated.

Except as provided in this Section no new certificate for shares shall be issued in lieu of an old one unless the latter is surrendered and cancelled at the same time. The Board may, however, in case any certificate for shares is alleged to have been lost, stolen, or destroyed, authorize the issuance of a new certificate in lieu thereof, and the corporation may require that the corporation be given a bond or other adequate security sufficient to indemnify it against any claim that may be made against it (including expense or liability) on account of the alleged loss, theft, or destruction of such certificate or the issuance of such new certificate.

Section 6. Representation of Shares of Other Corporations. The President or any other officer or officers authorized by the Board or the President are each authorized to vote, represent, and exercise on behalf of the corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the corporation. The authority herein granted may be exercised either by any such officer in person or by any other person authorized so to do by proxy or power of attorney duly executed by said officer.

Section 7. Stock Purchase Plans. The corporation may adopt and carry out a stock purchase plan or agreement or stock option plan or agreement providing for the issue and sale for

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such consideration as may be fixed of its unissued shares, or of issued shares acquired or to be acquired, to one or more of the employees or directors of the corporation or of a subsidiary or to a trustee on their behalf and for the payment for such shares in installments or at one time, and may provide for aiding any such persons in paying for such shares by compensation for services rendered, promissory notes, or otherwise.

Any such stock purchase plan or agreement or stock option plan or agreement may include, among other features, the fixing of eligibility for participation therein, the class and price of shares to be issued or sold under the plan or agreement, the number of shares which may be subscribed for, the method of payment therefor, the reservation of title until full payment therefor, the effect of the termination of employment and option or obligation on the part of the corporation to repurchase the shares upon termination of employment, restrictions upon transfer of the shares, the time limits of and termination of the plan, and any other matters, not in violation of applicable law, as may be included in the plan as approved or authorized by the Board or any committee of the Board.

Section 8. Annual Report to Shareholders. The annual report to shareholders referred to in section 1501 of the California General Corporation Law is expressly waived, but nothing herein shall be interpreted as prohibiting the Board from issuing annual or other periodic reports to shareholders, as the Board of Directors considers appropriate.

Section 9. Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the General Provisions of the California Corporations Code and in the California General Corporation Law shall govern the construction of these Bylaws.

Section 10. Financial Statements. The corporation shall keep a copy of each annual financial statement, quarterly or other periodic income statement, and accompanying balance sheets prepared by the corporation on file in the corporation’s principal executive office for twelve (12) months; these documents shall be exhibited at all reasonable times, or copies provided, to any shareholder on demand.

If no annual report for the last fiscal year has been sent to shareholders, on written request of any shareholder made more than one hundred twenty (120) days after the close of the fiscal year the corporation shall deliver or mail to the shareholder, within thirty (30) days after receipt of the request, a balance sheet as of the end of that fiscal year and an income statement and statement of changes in financial position for that fiscal year.

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ARTICLE VI. INDEMNIFICATION

Section 1. Definitions. For the purposes of this article, “agent” includes any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; “proceeding” includes any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative or investigative; and “expenses” includes attorneys’ fees and any expenses of establishing a right to indemnification under section 4 or section 5(c).

Section 2. Indemnification in Actions by Third Parties. The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.

Section 3. Indemnification in Actions by or in the Right of the Corporation. The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this section 3:

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(a) In respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation in the performance of such person’s duty to the corporation, unless and only to the extent that the court in which such action was brought shall determine upon such application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine;

(b) Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or

(c) Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval.

Section 4. Indemnification Against Expenses. To the extent that an agent of the corporation has been successful on the merits in defense of any proceeding referred to in sections 2 or 3 or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section 5. Required Determinations. Except as provided in section 4, any indemnification under this Article shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in sections 2 or 3 by:

(a) A majority vote of a quorum consisting of directors who are not parties to such proceeding;

(b) Approval of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon; or

(c) The court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by the corporation.

Section 6. Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article.

Section 7. Other Indemnification. No provision made by the corporation to indemnify its or its subsidiary’s directors or officers for the defense of any proceeding, whether contained in

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the Articles, Bylaws, a resolution of shareholders or directors, an agreement, or otherwise, shall be valid unless consistent with this Article. Nothing contained in this Article shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

Section 8. Forms of Indemnification Not Permitted. No indemnification or advance shall be made under this Article, except as provided in section 4 or section 5(c) in any circumstance where it appears:

(a) That it would be inconsistent with a provision of the Articles, Bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Section 9. Insurance. The corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of this Article.

Section 10. Nonapplicability to Fiduciaries of Employee Benefit Plans. This Article does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in such person’s capacity as such, even though such person may also be an agent of the corporation as defined in section 1. Nothing contained in this Article shall limit any right to indemnification to which such a trustee, investment manager, or other fiduciary may be entitled by contract or otherwise which shall be enforceable to the extent permitted by applicable law other than section 317 of the California General Corporation Law.

ARTICLE VII. CERTAIN CIRCUMSTANCES

Section 1. Additional Compensation. Any payments by the Corporation of travel, automobile, entertainment, or other similar expenses incurred by an officer of the Corporation which shall be disallowed in whole or in part as a deductible travel, automobile, entertainment or similar expense of the Corporation by the Internal Revenue Service, shall be deemed to be additional compensation paid by the Corporation to said officer.

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Section 2. Repayment. Any payments made to an officer of the Corporation as compensation which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance. It shall be the duty of the directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE VIII. EMERGENCY PROVISIONS

Section 1. General. The provisions of this Article shall be operative only during a national emergency declared by the President of the United States or the person performing the President’s functions, or in the event of a nuclear, atomic, or other attack on the United States or a disaster making it impossible or impracticable for the corporation to conduct its business without recourse to the provisions of this Article. Said provisions in such event shall override all other Bylaws of this corporation in conflict with any provisions of this Article, and shall remain operative so long as it remains impossible or impracticable to continue the business of the corporation otherwise, but thereafter shall be inoperative; provided that all actions taken in good faith pursuant to such provisions shall thereafter remain in full force and effect unless and until revoked by action taken pursuant to the provisions of the Bylaws other than those contained in this Article.

Section 2. Unavailable Directors. All directors of the corporation who are not available to perform their duties as directors by reason of physical or mental incapacity or for any other reason or who are unwilling to perform their duties or whose whereabouts are unknown shall automatically cease to be directors, with like effect as if such persons had resigned as directors, so long as such unavailability continues.

Section 3. Authorized Number of Directors. The authorized number of directors shall be the number of directors remaining after eliminating those who have ceased to be directors pursuant to section 2, or the minimum number required by law, whichever number is greater.

Section 4. Quorum. The number of directors necessary to constitute a quorum shall be one-third (1/3) of the authorized number of directors as specified in the following Section, or such other minimum number as, pursuant to the law or lawful decree then in force, it is possible for the Bylaws of a corporation to specify.

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Section 5. Creation of Emergency Committee. In the event the number of directors remaining after eliminating those who have ceased to be directors pursuant to section 2 is less than the minimum number of authorized directors required by law, then until the appointment of additional directors to make up such required minimum, all the powers and authorities which the Board could by law delegate, including all powers and authorities which the Board could delegate to a committee, shall be automatically vested in an emergency committee, and the emergency committee shall thereafter manage the affairs of the corporation pursuant to such powers and authorities and shall have all such other powers and authorities as may by law or lawful decree be conferred on any person or body of persons during a period of emergency.

Section 6. Constitution of Emergency Committee. The emergency committee shall consist of all the directors remaining after eliminating those who have ceased to be directors pursuant to section 2, provided that such remaining directors are not less than three (3) in number. In the event such remaining directors are less than three (3) in number, the emergency committee shall consist of three (3) persons, who shall be the remaining director or directors and either one (l) or two (2) officers or employees of the corporation, as the remaining director or directors may in writing designate. If there is no remaining director, the emergency committee shall consist of the three (3) most senior officers of the corporation who are available to serve, and if and to the extent that officers are not available, the most senior employees of the corporation. Seniority shall be determined in accordance with any designation of seniority in the minutes of the proceedings of the Board, and in the absence of such designation, shall be determined by rate of remuneration. In the event that there are no remaining directors and no officers or employees of the corporation available, the emergency committee shall consist of three (3) persons designated in writing by the shareholder owning the largest number of shares of record as of the date of the last record date.

Section 7. Powers of Emergency Committee. The emergency committee, once appointed, shall govern its own procedures and shall have power to increase the number of members thereof beyond the original number, and in the event of a vacancy or vacancies therein, arising at any time, the remaining member or members of the emergency committee shall have the power to fill such vacancy or vacancies. In the event at any time after its appointment, all members of the emergency committee shall die or resign or become unavailable to act for any reason whatsoever, a new emergency committee shall be appointed in accordance with the foregoing provisions of this Article.

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Section 8. Directors Becoming Available. Any person who has ceased to be a director pursuant to the provisions of section 2 and who thereafter becomes available to serve as a director shall automatically become a member of the emergency committee.

Section 9. Election of Board of Directors. The emergency committee shall, as soon after its appointment as is practicable, take all requisite action to secure the election of a board of directors, and upon such election all the powers and authorities of the emergency committee shall cease.

Section 10. Termination of Emergency Committee. In the event, after the appointment of an emergency committee, a sufficient number of persons who ceased to be directors pursuant to section 2 become available to serve as directors, so that if they had not ceased to be directors as aforesaid, there would be enough directors to constitute the minimum number of directors required by law, then all such persons shall automatically be deemed to be reappointed as directors and the powers and authorities of the emergency committee shall be at an end.

ARTICLE IX. AMENDMENTS

These Bylaws may be amended or repealed either by approval of the outstanding shares or by the approval of the Board; provided, however, that after the issuance of shares, a Bylaw specifying or changing a fixed number of directors or the maximum or minimum number or changing from a fixed to a variable Board or vice versa may only be adopted by approval of the outstanding shares.

CERTIFICATE OF SECRETARY

I, the undersigned, do hereby certify:

(1) I am the duly elected and acting Secretary of UGTI.

(2) That the foregoing Bylaws, comprising twenty-four (24) pages, constitute the original Bylaws of said Corporation as duly adopted at a meeting of the Board of Directors thereof duly held on February 26, 1988.

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IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Corporation this 26 day of February, 1988.

/S/ JAMES G. GERBLICK

JAMES G. GERBLICK

Secretary

(SEAL)

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CERTIFICATE OF AMENDMENT OF THE BYLAWS

OF

UGTI

A California Corporation

Pursuant to Article IX of the Bylaws of UGTI, as adopted on February 26, 1988, and amended on December 6, 1990, the following amendments to the following section to the Bylaws have been adopted by the vote of members holding a majority of the voting power of UGTI at a telphonic Special Meeting of the Directors of the corporation held on January 1, 1997.

1. Section 2. of Article III of the Bylaws is hereby amended to read as follows:

“Section 2. Number of Directors. The authorized number of directors of the Corporation shall be two (2) until changed by amendment of the Articles of Incorporation or by a Bylaw duly adopted by the shareholders amending this section.”

2. The amendment has been approved by the Board of Directors.

3. The amendment has been approved by the required vote of the shareholders in accordance with section 902 of the California Corporations Code. The total number of outstanding shares entitled to vote with respect to the amendment was Eighty Four Thousand (84,000) shares, the favorable vote of majority of such shares is required to approve the amendment and the number of such shares voting in favor of the amendment was Eighty-Four Thousand (84,000) shares, thus exceeding the required vote.

4. Except as modified hereby, the terms and conditions of the Bylaws shall remain in full force and effect.

DATED:
	JAMES G. GERBLICK, President

DATED:		/S/ WILLIAM D. FAIRFIELD
		WILLIAM D. FAIRFIELD, Secretary

Each of the undersigned declares under penalty of perjury that the matters set forth in the foregoing Certificate are true and correct of his own knowledge and that this Certificate was executed on the 1st day of January, 1997, at Ventura, California.

JAMES G. GERBLICK

/s/ WILLIAM D. FAIRFIELD

WILLIAM D. FAIRFIELD

2

CERTIFICATE OF AMENDMENT OF THE BYLAWS

OF

UGTI

a California corporation

Pursuant to Article IX of the Bylaws of UGTI, a California corporation, as adopted on February 26, 1988 and amended on December 6, 1990 and January 1, 1997, the following amendments to the following sections to the Bylaws were adopted by the unanimous written consent of the shareholders on July 7, 1999:

1. Section 2 of Article III was amended in its entirety to read as follows:

“Section 2. Number of Directors. The authorized number of directors of the Corporation shall be four (4) until changed by amendment of the Articles of Incorporation or by a Bylaw duly adopted by the shareholders amending this Section 2.”

2. The second sentence of Section 1 of Article IV was amended to read as follows:

‘The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board or Co-Chairmen of the Board, one (1) or more Vice Presidents, one (1) or more Assistant Secretaries, and one (1) or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article IV.”

Dated: 12/14/99

/s/ Gary Goatcher

Gary Goatcher, Secretary

EX-3.71

Exhibit 3.71

THIRD AMENDED AND RESTATED OPERATING AGREEMENT

OF

UTILIQUEST, LLC

THIS THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF UTILIQUEST, LLC (this “Agreement”) is made and entered into as of September 30, 2009 (the “Effective Date”), by and between UtiliQuest, LLC, a limited liability company formed under the Georgia Limited Liability Company Act (the “Company”) and Dycom Investments, Inc., a Delaware corporation and the sole member of the Company (the “Sole Member”).

RECITALS:

WHEREAS, the Sole Member and the Company desire to enter into this Agreement to provide, among other things, for the management of the business and affairs of the Company;

NOW, THEREFORE, in consideration of the premises, the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I.

DEFINITIONS

For purposes of this Agreement, the following terms shall have the respective meanings set forth below:

1.1 Act. The Georgia Limited Liability Company Act, O.C.G.A. § 14-11-100 et seq., as hereafter amended.

1.2 Articles. The Articles of Organization of the Company, which were filed with the Secretary of State of Georgia pursuant to § 14-11-203 of the Act on March 10, 1998, as hereafter amended from time to time by the Sole Member.

1.3 Members. The Sole Member and any Additional Member admitted to the Company pursuant to Article IX of this Agreement.

ARTICLE II.

FORMATION

2.1 Name. The name of the Company is UtiliQuest, LLC.

2.2 Term. The term of the Company commenced on the date the Articles were filed with the Secretary of State of Georgia and shall be perpetual, unless this Agreement is terminated and the Company is dissolved in accordance with this Agreement and the Act.

2.3 Registered Office and Agent. The Company’s registered office is 1201 Peachtree Street, N.E., Atlanta, Georgia 30361, and the name of its registered agent at such address is CT Corporation System. The registered office and registered agent may be changed from time to time, without amendment to this Agreement, by the Sole Member.

2.4 Principal Office. The principal office of the Company is located at Four Concourse Parkway, Suite 250, Atlanta, Georgia 30328. The Company may change its principal office or maintain such additional offices as the Sole Member may from time to time determine, without amendment to this Agreement.

ARTICLE III.

PURPOSE OF THE COMPANY

3.1 Purpose and Powers of the Company. The purpose of the Company is, and the Company shall have the power and authority, to engage in the commercial location and marking of underground facilities, utilities, pipes, conduits, ducts, wires, cables, valves, lines, fiber optic equipment and other structures and to carry on any other lawful business, purpose or activity for which limited liability companies may be formed under the Act. The Company may, and shall have power and authority to, take any and all actions as may be necessary, appropriate, proper, advisable, incidental, convenient to or in furtherance of the foregoing purposes or operation of its business.

ARTICLE IV.

ACCOUNTING AND RECORDS

4.1 Accounting Period. The Company’s accounting period and fiscal year shall end on the last Saturday of July of each year.

4.2 Records to be Maintained. Notwithstanding the provisions of Section 14-11-313 of the Act, the Company shall only be required to maintain those records and information, if any, as the Sole Member shall from time to time determine, and any Member’s right to inspect such records or information may be limited in the Sole Member’s discretion.

ARTICLE V.

MANAGEMENT

5.1 Management of the Company

(a) Management by Sole Member. Responsibility for the management and operation of the business and affairs of the Company shall be vested in the Sole Member. The Sole Member shall have the right, authority, power and discretion to control, direct, manage and administer the business and affairs of the Company and to do all things necessary to carry on the business and purposes of the Company.

(b) Authority of Sole Member. The Sole Member shall have the authority to bind or take any action on behalf of or in the name of the Company or to enter into any commitment or obligation binding upon the Company.

5.2 Officers. The Sole Member may appoint agents to act on behalf of the Company and to manage the day to day business and affairs of the Company as provided herein. Such agents shall be designated “Officers” for purposes of this Agreement. The Officers of the Company shall be appointed by the Sole Member and shall consist of a President, a Secretary, a Chief Financial Officer and such other Officers or assistant Officers, including Vice Presidents, as may be appointed by the Sole Member. Each Officer shall hold office for the term for which such Officer has been elected or appointed or until such Officer’s successor has been duly elected or appointed and qualified, or until such Officer’s earlier resignation, removal from office, or death. Any two or more offices may be held by the same person. The Sole Member may designate a Vice President as an Executive Vice President and may designate the order in which other Vice Presidents may act.

(a) President. Subject to the limitations imposed by this Agreement, any employment agreement, any employee plan or any determination of the Sole Member, the President, subject to the general control of the Sole Member, shall be the Chief Executive Officer of the Company and, as such, shall be responsible for the management and direction of the day-to-day business and affairs of the Company, its Officers, employees and agents, shall supervise generally the affairs of the Company and shall have full authority to executed all documents and take all actions that the Company may legally take. The President shall exercise such other powers and perform such other duties as may be assigned to him or her by this Agreement or the Sole Member, including the duties and any powers stated in any employment agreement. Notwithstanding anything to the contrary, without specific written authorization from the Sole Member, the President (and each of the other Officers) shall have no power or authority to take or cause the Company to take any action, or engage or cause the company to engage in any activity that is outside the ordinary course of business of the Company.

(b) Vice President. In the absence of the President, any Vice President appointed by the Sole Member shall, except as hereinafter provided, have all of the powers and duties conferred upon the President. Each such designated Vice President shall have the same power as the President to sign certificates and contracts of the Company. Any Vice President shall perform such other duties and may exercise such other powers as may from time to time be assigned to him or her by this Agreement, the Sole Member or the President.

(c) Secretary. The Secretary shall record, or cause to be recorded, in books provided for that purpose the minutes of the meetings or actions of the Members or the Officers, shall see that all notices are duly given in accordance with the provisions of this Agreement and as required by law, shall be custodian of all records (other than financial), shall see that the book, reports, statements, certificates and all other documents and records required by law are properly kept and filed, and, in general, shall perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him or her by this Agreement, the Sole Member or the President.

(d) Chief Financial Officer. The Chief Financial Officer shall keep or cause to be kept the books of account of the Company and shall render statements of the financial affairs of the Company in such form and as often as required by this Agreement, the Sole Member or the President. The Chief Financial Officer, subject to the order of the Sole Member, shall have the custody of all funds and securities of the Company. The Chief Financial Officer shall perform all other duties commonly incident to his or her office and shall perform such other duties and have such other powers as this Agreement, the Sole Member or the President shall designate from time to time.

(e) Powers of Attorney. The Sole Member may grant powers of attorney or other authority as appropriate to establish and evidence the authority of the Officers.

(f) Other Duties. Each Officer, employee and agent of the Company shall have such other duties and authority as may be conferred upon such Officer, employee or agent by the Sole Member by resolution or otherwise or delegated to such Officer, employee or agent by the President. Each Officer, employee and agent shall conduct the affairs of the Company in the best interests of the Company and the Sole Member, including the safekeeping of all Company funds and the use thereof for the benefit of the Company.

(g) Removal; Vacancies. Any Officer may be removed at any time by the Sole Member, and such vacancy may be filled by the Sole Member. This provision shall not prevent the making of a contract of employment for a definite term with any Officer and shall have no effect upon any cause of action which any Officer may have as result of such Officer’s removal in breach of a contract of employment. A vacancy in any office caused by death, resignation, removal, disqualification or otherwise of an Officer may be filled by the Sole Member for the unexpired portion of the term of the office.

(h) Compensation. The salaries of the Officers shall be fixed from time to time by the Sole Member in its discretion.

5.3 Liability of Members and Officers. Neither the Sole Member nor any Officer shall be liable for the obligations of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Sole Member or Officers for liabilities of the Company. The Sole Member’s and each Officer’s liability shall be limited as set forth in the Act and this Agreement and other applicable law.

5.4 Indemnification. To the fullest extent permitted by applicable law, the Company shall indemnify the Sole Member and each Officer of the Company for all costs and expenses (including attorney’s fees and disbursements), losses, liabilities and damages paid or accrued by such Sole Member or Officer in connection with any act or omission performed by such person in good faith on behalf of the Company. To the fullest extent permitted by applicable law, expenses (including attorneys’ fees and disbursements) incurred by the Sole Member or any Officer in defending any claim, demand, action, suit or proceeding may, from time to time upon approval by the Sole Member, be advance by the Company prior to the final disposition of such

claim, demand, action, suit or proceeding, subject to recapture by the Company following a later determination that the Sole Member or such Officer was not entitled to indemnification hereunder. Notwithstanding the foregoing, no Member of Officer shall be indemnified against liability for any intentional misconduct, any knowing violation of law or any transaction in which such Member or Officer receives a personal benefit in violation or breach of this Agreement or the Act.

ARTICLE VI.

MEMBER; CONTRIBUTIONS

6.1 Member. The Sole Member of the Company is Dycom Investments, Inc.

6.2 Capital Contributions. Unless the Sole Member otherwise agrees, Members shall not be required to contribute any capital to the Company. Subject to Section 11.2, the decision to require capital contributions of any Member rests solely with the Sole Member.

6.3 Meetings. Meetings of the Members shall be held on such dated and at such locations as designated by the Sole Member. Members may participate in a meeting of the Members by conference telephone or similar communications equipment by means of which all Members participating in the meeting may simultaneously hear and speak with each other during the meeting, and such participation in a meeting shall constitute presence in person at such meeting.

ARTICLE VII.

ALLOCATIONS AND DISTRIBUTIONS

7.1 Distributions. Except as provided in Section 7.2 below, the Company may make distributions as determined by the Sole Member from time to time in accordance with this Agreement.

7.2 Limitations on Distributions. No distribution shall be declared and paid unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company. No distribution shall be made to a Member if such distribution is prohibited by the Act.

7.3 Distribution Upon Sale of Assets. Upon a sale of all, or substantially all, of the assets of the Company, the net proceeds thereof shall be distributed to the Sole Member after payment of any debts of the Company.

ARTICLE VIII.

MEMBERSHIP INTERESTS

8.1 Membership Interest. As of the Effective Date, Dycom Investments, Inc. is the sole member of the Company and owns one hundred percent (100%) of the outstanding membership interests or units of the Company (the “Membership Interests”). All Membership Interests in the Company shall be held through Units evidenced by certificates. All Units shall be

securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Georgia as provided pursuant to Section 8-103 thereof.

ARTICLE IX.

ADMISSION OF ADDITIONAL MEMBERS

9.1 Additional Members. Subject to Section 11.2, additional Members may be admitted to the Company (“Additional Members”) in the absolute discretion of the Sole Member.

ARTICLE X.

DISSOLUTION AND WINDING UP

10.1 Dissolution. The Company shall be dissolved and its affairs wound up upon the occurrence of any of the following events:

(a) the Sole Member elects to dissolve the Company; or

(b) the entry of a decree of judicial dissolution pursuant to Section 14-11-603 of the Act.

10.2 Effect of Dissolution. Upon dissolution, the Company shall cease to carry on its business, and its affairs shall be wound up in accordance with this Article X and the Act. Upon dissolution, the Sole Member shall file a statement of commencement of winding up pursuant to O.C.G.A. § 14-11-606 and publish the notice described in O.C.G.A. § 14-11-608.

10.3 Winding Up Liquidation and Distribution of Assets.

(a) Upon dissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Sole Member shall promptly proceed to wind up the affairs of the Company.

(b) If the Company is dissolved and its affairs are to be wound up, the Sole Member shall:

(i) Sell or otherwise liquidate all of the Company’s assets as promptly as practicable (except to the extent the Sole Member may determine to distribute any assets to itself in kind);

(ii) Discharge all liabilities of the Company, other than liabilities to the Sole Member, and establish such reserves as may be reasonably necessary to provide for contingent liabilities of the Company;

(iii) Discharge liabilities of the Company to the Sole Member; and

(iv) Distribute any remaining assets of the Company to the Sole Member.

(c) Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated and dissolved.

(d) The Sole Member shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution and liquidation of its assets.

10.4 Certificate of Termination. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Sole Member, a Certificate of Termination shall be executed and filed with the Secretary of State of Georgia in accordance with Section 14-11610 of the Act.

ARTICLE XI.

DISPOSITION OF MEMBERSHIP INTEREST

11. Member’s Interest. The Sole Member shall have the right to assign, transfer, sell, pledge or convey (collectively, “Transfer”) any or all of its Membership Interests.

ARTICLE XII.

AMENDMENT

12.1 Amendment. This Agreement may be amended or modified from time to time only by a written instrument signed by the Sole Member.

ARTICLE XIII.

MISCELLANEOUS PROVISIONS

13.1 Entire Agreement. This Agreement represents the entire Agreement between the Sole Member and the Company with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements or understandings.

13.2 Application of Georgia Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia and, to the extent not inconsistent with this Agreement, the provisions of the Act.

13.3 Construction. Whenever the singular form is used in this Agreement, and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

13.4 Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof.

13.5 Waiver. No failure or delay on the part of a party to this Agreement in exercising any right or remedy hereunder will operate as a waiver thereof; nor will any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or of any other right or remedy. No provision of this Agreement may be waived except in a writing signed by the party granting such waiver.

13.6 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. Any signature page of any such counterpart, or any electronic facsimile thereof, may be attached or appended to any other counterpart to complete a fully executed counterpart to this Agreement, and any telecopy or other facsimile transmission of any signature shall be deemed an original and shall bind such party.

13.7 Banking. All funds of the Company shall be deposited in its name in an account or accounts as shall be designated from time to time by the Sole Member.

13.8 Further Assurances. Each party agrees to execute and deliver in a timely fashion any and all additional documents as may be necessary to give effect to the purpose and intent of the parties set forth in this Agreement.

[SIGNATURE ON NEXT PAGE]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on the date first above written.

DYCOM INVESTMENTS, INC., a Delaware
corporation as the Sole Member
By:	/s/ Richard B. Vilsoet
Name:	Richard B. Vilsoet
Title:	Secretary
UTILIQUEST, LLC, a Georgia limited liability company
By:	/s/ Richard B. Vilsoet
Name:	Richard B. Vilsoet
Title:	Secretary

EX-3.72

Exhibit 3.72

BY-LAWS

OF

VCI UTILITY SERVICES, INC.

(a Delaware corporation)

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of VCI Utility Services, Inc. (the “Corporation”) shall be within the State of Delaware at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in the State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such other place or places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Time and Place of Meetings. All meetings of the stockholders for the election of directors shall be held at such time and place (if any), either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place (if any), within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. Unless the directors are elected by written consent in lieu of an annual meeting or an annual meeting is not otherwise required by applicable law, an annual meeting of stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meeting the stockholders shall elect by a plurality vote a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3. Notice of Annual Meetings. Written notice of the annual meeting, stating the place, date, and time of the meeting, shall be given to each stockholder of record entitled to vote at such meeting not less than 10 or more than 60 days before the date of the meeting.

Section 4. Special Meetings. Special meetings of the stockholders for any purpose or purposes, unless otherwise prescribed by applicable law or by the Certificate of Incorporation, may be called at any time by order of the Board of Directors and shall be called by the Chairman of the Board, the President, or the Secretary at the request in writing of the holders of not less than ten percent (10%) of the voting power represented by all the shares issued, outstanding and entitled to be voted at the proposed special meeting, unless the Certificate of Incorporation provides for a different percentage, in which event such provision of the Certificate of Incorporation shall govern. Such request shall state the purpose or purposes of the proposed special meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 5. Notice of Special Meetings. Written notice of a special meeting, stating the place, date, and time of the meeting and the purpose or purposes for which the meeting is called, shall be given to each stockholder of record entitled to vote at such meeting not less than 10 or more than 60 days before the date of the meeting.

Section 6. Quorum. Except as otherwise provided by applicable law or the Certificate of Incorporation, the holders of stock having a majority of the voting power of the stock entitled to be voted thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time without notice (other than announcement at the meeting at which the adjournment is taken of the time and place of the adjourned meeting) until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 7. Organization. At each meeting of the stockholders, the Chairman of the Board or the President, determined as provided in Article V of these By-Laws, or if those officers shall be absent therefrom, another officer of the Corporation chosen as chairman present in person or by proxy and entitled to vote thereat, or if all the officers of the Corporation shall be absent therefrom, a stockholder holding of record shares of stock of the Corporation so chosen, shall act as chairman of the meeting and preside thereat. The Secretary, or if he shall be absent from such meeting or shall be required pursuant to the provisions of this Section 7 to act as chairman of such meeting, the person (who shall be an Assistant Secretary, if an Assistant Secretary shall be present thereat) whom the chairman of such meeting shall appoint, shall act as secretary of such meeting and keep the minutes thereof.

Section 8. Voting; Proxies. Except as otherwise provided in the Certificate of Incorporation, each stockholder shall, at each meeting of the stockholders, be entitled to one vote in person or by proxy for each share of stock of the Corporation held by him and registered in his name on the books of the Corporation on the date fixed pursuant to the provisions of Section 5 of Article VII of these By-Laws as the record date for the determination of stockholders who shall be entitled to notice of and to vote at such meeting. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held directly or indirectly by the Corporation, shall not be entitled to vote. Any vote by stock of the Corporation may be given at any meeting of the stockholders by the stockholder entitled thereto, in person or by his proxy appointed by an instrument in writing subscribed by such stockholder or by his attorney thereunto duly authorized and delivered to the Secretary of the Corporation or to the secretary of the meeting; provided, however, that no proxy shall be voted or acted upon after three years from its date, unless said proxy shall provide for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise made irrevocable by law. At all meetings of the stockholders all matters, except where other provision is made by law, the Certificate of Incorporation, or these By-Laws, shall be decided by the vote of a majority of the votes cast by the stockholders present in person or by proxy and entitled to vote thereat, a quorum being present. Unless demanded by a stockholder of the Corporation present in person or by proxy at any meeting of the stockholders and entitled to vote thereat, or so directed by the chairman of the meeting, the vote thereat on any question other than the election or removal of directors need not be by written ballot. Upon a demand of any such stockholder for a vote by written ballot on any question or at the direction of such chairman that a vote by written ballot be taken on any question, such vote shall be taken by written ballot. On a vote by written ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and shall state the number of shares voted.

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Section 9. List of Stockholders. It shall be the duty of the Secretary or other officer of the Corporation who shall have charge of its stock ledger, either directly or through another officer of the Corporation designated by him or through a transfer agent appointed by the Board of Directors, to prepare and make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote thereat, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days before said meeting, either at a place within the city where said meeting is to be held, which place shall be specified in the notice of said meeting, or, if not so specified, at the place where said meeting is to be held. The list shall also be produced and kept at the time and place of said meeting during the whole time thereof, and may be inspected by any stockholder of record who shall be present thereat. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, such list or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 10. Inspectors of Votes. At each meeting of the stockholders, the chairman of such meeting may appoint two Inspectors of Votes to act thereat, unless the Board of Directors shall have theretofore made such appointments. Each Inspector of Votes so appointed shall first subscribe an oath or affirmation faithfully to execute the duties of an Inspector of Votes at such meeting with strict impartiality and according to the best of his ability. Such Inspectors of Votes, if any, shall take charge of the ballots, if any, at such meeting and, after the balloting thereat on any question, shall count the ballots cast thereon and shall make a report in writing to the secretary of such meeting of the results thereof. An Inspector of Votes need not be a stockholder of the Corporation, and any officer of the Corporation may be an Inspector of Votes on any question other than a vote for or against his election to any position with the Corporation or on any other question in which he may be directly interested.

Section 11. Actions Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereat were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by law, be given to those stockholders who have not consented in writing.

ARTICLE III

BOARD OF DIRECTORS

Section 1. Powers. The business and affairs of the Corporation shall be managed by its Board of Directors, which shall have and may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, the Certificate of Incorporation, or these By-Laws required to be exercised or done by the stockholders.

Section 2. Number, Qualification, and Term of Office. The number of directors which shall constitute the whole Board of Directors shall not be less than one. Within the limits above specified, the number of directors which shall constitute the whole Board of Directors shall be determined by resolution of the Board of Directors or by the stockholders at any annual or special meeting or otherwise pursuant to action of the stockholders. Directors need not be stockholders. The directors shall be elected at the annual

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meeting of the stockholders, except as provided in Sections 4 and 5 of this Article III, and each director elected shall hold office until the annual meeting next after his election and until his successor is duly elected and qualified, or until his death or retirement or until he resigns or is removed in the manner hereinafter provided. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy and entitled to vote on the election of directors at any annual or special meeting of stockholders. Such election need not be by written ballot.

Section 3. Resignations. Any director may resign at any time by giving written notice of his resignation to the Corporation. Any such resignation shall take effect at the time specified therein, or if the time when it shall become effective shall not be specified therein, then it shall take effect immediately upon its receipt by the Secretary. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4. Removal of Directors. Any director may be removed, either with or without cause, at any time, by the affirmative vote of a majority in voting interest of the stockholders of record of the Corporation entitled to vote, given at an annual meeting or at a special meeting of the stockholders called for that purpose. The vacancy in the Board of Directors caused by any such removal shall be filled by the stockholders at such meeting or, if not so filled, by the Board of Directors as provided in Section 5 of this Article III.

Section 5. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the annual meeting next after their election and until their successors are elected and qualified, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

MEETINGS OF THE BOARD OF DIRECTORS

Section 6. Place of Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 7. Annual Meetings. The first meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of stockholders, and no notice of such meeting to the newly elected directors shall be necessary in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held immediately following the annual meeting of stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

Section 8. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors.

Section 9. Special Meetings; Notice. Special meetings of the Board of Directors may be called by the Chairman of the Board, the President, or the Secretary on 24 hours’ notice to each director, either personally or by telephone or by mail, facsimile transmission, electronic transmission, or other form of recorded communication; special meetings shall be called by the Chairman of the Board, the President, or the Secretary in like manner and on like notice on the written request of two directors. Notice of any such meeting need not be given to any director, however, if waived by him in writing or by electronic transmission or other form of recorded communication, or if he shall be present at such meeting.

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Section 10. Quorum and Manner of Acting. At all meetings of the Board of Directors, a majority of the directors at the time in office (but not less than one-third of the whole Board of Directors) shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 11. Remuneration. Unless otherwise expressly provided by resolution adopted by the Board of Directors, none of the directors shall, as such, receive any stated remuneration for his services; but the Board of Directors may at any time and from time to time by resolution provide that a specified sum shall be paid to any director of the Corporation, either as his annual remuneration as such director or member of any committee of the Board of Directors or as remuneration for his attendance at each meeting of the Board of Directors or any such committee. The Board of Directors may also likewise provide that the Corporation shall reimburse each director for any expenses paid by him on account of his attendance at any meeting. Nothing in this Section 11 shall be construed to preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor.

COMMITTEES OF DIRECTORS

Section 12. Executive Committee; How Constituted and Powers. The Board of Directors may in its discretion, by resolution passed by a majority of the whole Board of Directors, designate an Executive Committee consisting of one or more of the directors of the Corporation. Subject to the provisions of the General Corporation Law of the State of Delaware, the Certificate of Incorporation, and these By-Laws, the Executive Committee shall have and may exercise, when the Board of Directors is not in session, all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and shall have the power to authorize the seal of the Corporation to be affixed to all papers which may require it; but the Executive Committee shall not have the power to fill vacancies in the Board of Directors, the Executive Committee, or any other committee of directors or to elect or approve officers of the Corporation. The Executive Committee shall have the power and authority to authorize the issuance of common stock and grant and authorize options and other rights with respect to such issuance. The Board of Directors shall have the power at any time, by resolution passed by a majority of the whole Board of Directors, to change the membership of the Executive Committee, to fill all vacancies in it, or to dissolve it, either with or without cause.

Section 13. Organization. The Chairman of the Executive Committee, to be selected by the Board of Directors, shall act as chairman at all meetings of the Executive Committee and the Secretary shall act as secretary thereof. In case of the absence from any meeting of the Executive Committee of the Chairman of the Executive Committee or the Secretary, the Executive Committee may appoint a chairman or secretary, as the case may be, of the meeting.

Section 14. Meetings. Regular meetings of the Executive Committee, of which no notice shall be necessary, may be held on such days and at such places, within or without the State of Delaware, as shall be fixed by resolution adopted by a majority of the Executive Committee and communicated in writing to all its members. Special meetings of the Executive Committee shall be held whenever called by the Chairman of the Executive Committee or a majority of the members of the Executive Committee then in office. Notice of each special meeting of the Executive Committee shall be given by mail,

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facsimile transmission, electronic transmission, or other form of recorded communication or be delivered personally or by telephone to each member of the Executive Committee not later than the day before the day on which such meeting is to be held. Notice of any such meeting need not be given to any member of the Executive Committee, however, if waived by him in writing or by electronic transmission, or other form of recorded communication, or if he shall be present at such meeting; and any meeting of the Executive Committee shall be a legal meeting without any notice thereof having been given, if all the members of the Executive Committee shall be present thereat. Subject to the provisions of this Article III, the Executive Committee, by resolution adopted by a majority of the whole Executive Committee, shall fix its own rules of procedure.

Section 15. Quorum and Manner of Acting. A majority of the Executive Committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at a meeting thereof at which a quorum is present shall be the act of the Executive Committee.

Section 16. Other Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more other committees consisting of one or more directors of the Corporation, which, to the extent provided in said resolution or resolutions, shall have and may exercise, subject to the provisions of the General Corporation Law of the State of Delaware, and the Certificate of Incorporation and these By-Laws, the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and shall have the power to authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power to fill vacancies in the Board of Directors, the Executive Committee, or any other committee or in their respective membership, to appoint or remove officers of the Corporation, or to authorize the issuance of shares of the capital stock of the Corporation, except that such a committee may, to the extent provided in said resolutions, grant and authorize options and other rights with respect to the common stock of the Corporation pursuant to and in accordance with any plan approved by the Board of Directors. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. A majority of all the members of any such committee may determine its action and fix the time and place of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time.

Section 17. Alternate Members of Committees. The Board of Directors may designate one or more directors as alternate members of the Executive Committee or any other committee, who may replace any absent or disqualified member at any meeting of the committee, or if none be so appointed, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Section 18. Minutes of Committees. Each committee shall keep regular minutes of its meetings and proceedings and report the same to the Board of Directors at the next meeting thereof.

GENERAL

Section 19. Actions Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings, or electronic transmission or transmissions, are filed with the minutes of proceedings of the Board of Directors or the committee.

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Section 20. Presence at Meetings by Means of Communications Equipment. Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting conducted pursuant to this Section 20 shall constitute presence in person at such meeting.

ARTICLE IV

NOTICES

Section 1. Type of Notice. Whenever, under the provisions of any applicable statute, the Certificate of Incorporation, or these By-Laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, in person or by mail, addressed to such director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given in any manner permitted by Article III hereof and shall be deemed to be given at the time when first transmitted by the method of communication so permitted.

Section 2. Waiver of Notice. Whenever any notice is required to be given under the provisions of any applicable statute, the Certificate of Incorporation, or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto, and transmission of a waiver of notice by a director or stockholder by mail, telegraph, telex, cable, wireless, or other form of recorded communication may constitute such a waiver.

Section 3. When Notice Unnecessary. Whenever, under the provisions of the General Corporation Law of the State of Delaware, the Certificate of Incorporation or these By-Laws, any notice is required to be given to any stockholder, such notice need not be given to the stockholder if:

(a) notice of two consecutive annual meetings and all notices of meetings held during the period between those annual meetings, if any, or

(b) all (but in no event less than two) payments (if sent by first class mail) of distributions or interest on securities during a 12-month period,

have been mailed to that person, addressed at his address as shown on the records of the Corporation, and have been returned undeliverable. Any action or meeting taken or held without notice to such a person shall have the same force and effect as if the notice had been duly given. If such a person delivers to the Corporation a written notice setting forth his then current address, the requirement that notice be given to that person shall be reinstated.

ARTICLE V

OFFICERS

Section 1. General. The elected officers of the Corporation shall be a President and a Secretary. The Board of Directors may also elect or appoint a Chairman of the Board, one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, a Controller, one or more Assistant Controllers, and such other officers and agents as may be deemed necessary or advisable from time to time, all of whom shall also be officers.

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Two or more offices may be held by the same person. The officers of the Corporation shall have such powers and duties in the management of the Corporation as may be prescribed in a resolution by the Board of Directors from time to time and, to the extent not so prescribed, as generally pertain to their respective offices, subject to the specific provisions of this Article V and the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his or her duties.

Section 2. Election or Appointment. The Board of Directors shall elect or appoint, as the case may be, the officers to fill the positions designated in or pursuant to Section 1 of this Article V.

Section 3. Salaries of Elected Officers. The salaries of all elected officers of the Corporation shall be fixed by the Board of Directors.

Section 4. Term. Each officer of the Corporation shall hold his office until his successor is duly elected or appointed and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Any officer elected or appointed by the Board of Directors or the Executive Committee may be removed with or without cause at any time by the affirmative vote of a majority of the whole Board of Directors. Any vacancy occurring in any office of the Corporation by death, resignation, removal, or otherwise may be filled by the Board of Directors or the appropriate committee thereof.

Section 5. Chairman of the Board. The Chairman of the Board, if one be elected, shall be the chief executive officer of the Corporation and shall preside when present at all meetings of the Board of Directors and, with the approval of the President, may preside at meetings of the stockholders. He shall advise and counsel the President and other officers of the Corporation, and shall exercise such powers and perform such duties as shall be assigned to or required of him from time to time by the Board of Directors.

Section 6. President. In the absence of a Chairman of the Board, the President shall be the ranking and chief executive officer of the Corporation and shall (if such person shall also be a director) preside when present at all meetings of the Board of Directors. The President shall be the chief operating officer of the Corporation and, subject to the provisions of these By-Laws, shall have general supervision of the affairs of the Corporation and shall have general and active control of all its business. He shall preside, when present, at all meetings of stockholders, except when the Chairman of the Board presides with the approval of the President and as may otherwise be provided by statute, and, in the absence of any other person designated thereto by these By-Laws, at all meetings of the Board of Directors. He shall see that all orders and resolutions of the Board of Directors and the stockholders are carried into effect. He shall have general authority to execute bonds, deeds, and contracts in the name of the Corporation and affix the corporate seal thereto; to sign stock certificates; to cause the employment or appointment of such employees and agents of the Corporation as the proper conduct of operations may require, and to fix their compensation, subject to the provisions of these By-Laws; to remove or suspend any employee or agent who shall have been employed or appointed under his authority or under authority of an officer subordinate to him; to suspend for cause, pending final action by the authority which shall have elected or appointed him, any officer subordinate to the President; and, in general, to exercise all the powers and authority usually appertaining to the chief operating officer of a corporation, except as otherwise provided in these By-Laws.

Section 7. Vice Presidents. In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall perform such other duties and have such other powers as the Board of Directors or the President may from time to time prescribe.

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Section 8. Assistant Vice Presidents. In the absence of a Vice President or in the event of his inability or refusal to act, the Assistant Vice President (or in the event there shall be more than one, the Assistant Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their appointment) shall perform the duties and exercise the powers of that Vice President, and shall perform such other duties and have such other powers as the Board of Directors, the President, or the Vice President under whose supervision he is appointed may from time to time prescribe.

Section 9. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the Executive Committee or other standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he shall be. He shall have custody of the corporate seal of the Corporation, and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall keep and account for all books, documents, papers, and records of the Corporation, except those for which some other officer or agent is properly accountable. He shall have authority to sign stock certificates and shall generally perform all the duties usually appertaining to the office of the secretary of a corporation.

Section 10. Assistant Secretaries. In the absence of the Secretary or in the event of his inability or refusal to act, the Assistant Secretary (or, if there shall be more than one, the Assistant Secretaries in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their appointment) shall perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the President, or the Secretary may from time to time prescribe.

Section 11. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in his possession or under his control belonging to the Corporation. The Treasurer shall be under the supervision of the Vice President in charge of finance, if one is so designated, and he shall perform such other duties as may be prescribed by the Board of Directors, the President, or any such Vice President in charge of finance.

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Section 12. Assistant Treasurers. The Assistant Treasurer or Assistant Treasurers shall assist the Treasurer, and in the absence of the Treasurer or in the event of his inability or refusal to act, the Assistant Treasurer (or in the event there shall be more than one, the Assistant Treasurers in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their appointment) shall perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors, the President, or the Treasurer may from time to time prescribe.

Section 13. Controller. The Controller, if one is appointed, shall have supervision of the accounting practices of the Corporation and shall prescribe the duties and powers of any other accounting personnel of the Corporation. He shall cause to be maintained an adequate system of financial control through a program of budgets and interpretive reports. He shall initiate and enforce measures and procedures whereby the business of the Corporation shall be conducted with the maximum efficiency and economy. If required, he shall prepare a monthly report covering the operating results of the Corporation. The Controller shall be under the supervision of the Vice President in charge of finance, if one is so designated, and he shall perform such other duties as may be prescribed by the Board of Directors, the President, or any such Vice President in charge of finance.

Section 14. Assistant Controllers. The Assistant Controller or Assistant Controllers shall assist the Controller, and in the absence of the Controller or in the event of his inability or refusal to act, the Assistant Controller (or, if there shall be more than one, the Assistant Controllers in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their appointment) shall perform the duties and exercise the powers of the Controller and perform such other duties and have such other powers as the Board of Directors, the President, or the Controller may from time to time prescribe.

ARTICLE VI

INDEMNIFICATION

Section 1. Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation. Subject to Section 3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation,

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partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 3. Authorization of Indemnification. Any indemnification under this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VI, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Section 4. Good Faith Defined. For purposes of any determination under Section 3 of this Article VI, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VI, as the case may be.

Section 5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VI, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 or Section 2 of this Article VI. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VI, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VI nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

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Section 6. Expenses Payable in Advance. Expenses (including attorneys’ fees) incurred by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation, to the extent permitted by law, in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VI. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

Section 7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Section 1 and Section 2 of this Article VI shall be made to the fullest extent permitted by law. The provisions of this Article VI shall not be deemed to preclude the indemnification of any person who is not specified in Section 1 or Section 2 of this Article VI but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise.

Section 8. Insurance. Upon resolution passed by the Board of Directors, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article VI or the General Corporation Law of the State of Delaware.

Section 9. Certain Definitions. For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. The term “another enterprise” as used in this Article VI shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. For purposes of this Article VI, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

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Section 10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 11. Limitation on Indemnification. Notwithstanding anything contained in this Article VI to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 of this Article VI), the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VI to directors and officers of the Corporation.

ARTICLE VII

CERTIFICATES REPRESENTING STOCK

Section 1. Right to Certificate. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the Chairman of the Board, the President, or a Vice President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences, and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock; provided that, except as otherwise provided in the provisions of the General Corporation Law of the State of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences, and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences or rights.

Section 2. Facsimile Signatures. Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Section 3. New Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation and alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the

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issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed or the issuance of such new certificate.

Section 4. Transfers. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation, or authority to transfer, it shall be the duty of the Corporation, subject to any proper restrictions on transfer, to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

Section 5. Record Date. The Board of Directors may fix in advance a date, not preceding the date on which the resolution fixing the record date is adopted, and

(i) not more than 60 days nor less than 10 days preceding the date of any meeting of stockholders, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof,

(ii) not more than 10 days after the date on which the resolution fixing the record date is adopted, as a record date in connection with obtaining a consent of the stockholders in writing to corporate action without a meeting, or

(iii) not more than 60 days before the date for payment of any dividend or distribution, or the date for the allotment of rights, or the date when any change, or conversion or exchange of capital stock shall go into effect, or the date on which any other lawful action shall be taken, as the record date for determining the stockholders entitled to receive payment of any such dividend or distribution, or to receive any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock or other lawful action of the corporation,

and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, any such meeting and any adjournment thereof (provided, however, that the Board of Directors may fix a new record date for an adjourned meeting), or to give such consent, or to receive payment of such dividend or distribution, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

Section 6. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not provided by the laws of the State of Delaware.

ARTICLE VIII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the Corporation, if any, subject to the provisions of the Certificate of Incorporation, may be declared by the Board of Directors (but not any committee thereof) at any regular meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

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Section 2. Reserves. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

Section 3. Checks. All checks or demands for money and promissory notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time prescribe.

Section 4. Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 5. Corporate Seal. The Board of Directors may, but is not required to, adopt a corporate seal for the Corporation. If the Board of Directors adopts a corporate seal for the Corporation, the corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization, and the word “Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed, affixed, reproduced, or otherwise.

ARTICLE IX

AMENDMENTS

These By-Laws may be altered, amended, or repealed or new By-Laws may be adopted by the stockholders or by the Board of Directors at any regular meeting of the stockholders or the Board of Directors or at any special meeting of the stockholders or the Board of Directors.

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EX-4.5

Exhibit 4.5

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 26, 2013, among Dycom Investments, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined in the Indenture referred to herein) and U.S. 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 and the Guarantors have heretofore executed and delivered to the Trustee an indenture, dated as of January 21, 2011, as amended and supplemented through the date hereof (the “Indenture”), providing for the issuance of 7.125% Senior Subordinated Notes due 2021 (the “Notes”);

WHEREAS, pursuant to Section 9.01(4) of the Indenture, the Indenture may be amended or supplemented without the consent of any Holder of Notes to, among other things, make any change that would provide additional rights or benefits to the Holders of the Notes;

WHEREAS, the Company desires, pursuant to Section 9.01(4) of the Indenture, to amend and supplement the terms of the Indenture by amending Section 11.06 (Releases) in order to eliminate the ability of the Company to release the Note Guarantee of Holdings in accordance with Section 11.06(a)(1) and 11.06(a)(4) of the Indenture;

WHEREAS, such changes would provide additional benefits to the Holders of the Notes;

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture;

WHEREAS, this Supplemental Indenture has been duly authorized by all necessary corporate action on the part of the Company; and

WHEREAS, the Company has directed the Trustee to execute and deliver this Supplemental Indenture in accordance with Section 9.01 of the Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, each Guarantor 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. AMENDMENTS. Section 11.06 of the Indenture is hereby amended by inserting the parenthetical phrase “(other than Holdings)” immediately after each instance of the phrase “any Guarantor” in the first sentence of Section 11.06(a)(1) and in Section 11.06(a)(4).

3. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

4. 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.

5. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

6. 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 Company and the Guarantors.

[SIGNATURE PAGES FOLLOW]

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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.

DYCOM INVESTMENTS, INC.
By:	/s/ H. Andrew DeFerrari
	Name: H. Andrew DeFerrari
	Title:   Treasurer
DYCOM INDUSTRIES, INC.
By:	/s/ H. Andrew DeFerrari
	Name: H. Andrew DeFerrari
	Title:  Senior Vice President and  Chief Financial Officer
ANSCO & ASSOCIATES, LLC APEX DIGITAL, LLC BLAIR PARK SERVICES, LLC BROADBAND EXPRESS, LLC BROADBAND INSTALLATION SERVICES, LLC C-2 UTILITY CONTRACTORS, LLC CABLE CONNECTORS, LLC CABLECOM OF CALIFORNIA, INC. CABLECOM, LLC CAN-AM COMMUNICATIONS, INC. CAVO BROADBAND COMMUNICATIONS, LLC CCLC, INC. CERTUSVIEW LEASING, LLC CMI SERVICES, INC. COMMUNICATION SERVICES, LLC COMMUNICATIONS CONSTRUCTION GROUP, LLC DYCOM CAPITAL MANAGEMENT, INC. DYCOM CORPORATE IDENTITY, INC. DYCOM IDENTITY, LLC ERVIN CABLE CONSTRUCTION, LLC GLOBE COMMUNICATIONS, LLC INSTALLATION TECHNICIANS, LLC IVY H. SMITH COMPANY, LLC E A TECHNICAL SERVICES, INC. ENGINEERING ASSOCIATES, INC. GLOBAL ENERCOM MANAGEMENT, INC.

Signature Page to Third Supplemental Indenture

GOLDEN STATE UTILITY CO. KANAAN COMMUNICATIONS, LLC LAMBERT’S CABLE SPLICING COMPANY, LLC LOCATING, INC. NEOCOM SOLUTIONS, INC. NEOCOM SOLUTIONS HOLDINGS, LLC NICHOLS CONSTRUCTION, LLC NIELS FUGAL SONS COMPANY, LLC NIELS FUGAL SONS COMPANY OF CALIFORNIA, INC. NORTH SKY COMMUNICATIONS, INC. PARKSIDE SITE & UTILITY COMPANY CORPORATION PARKSIDE UTILITY CONSTRUCTION, LLC PAULEY CONSTRUCTION INC. PBG ACQUISITION III, LLC POINT TO POINT COMMUNICATIONS, INC. PRECISION VALLEY COMMUNICATIONS OF VERMONT, LLC PRINCE TELECOM, LLC PRINCE TELECOM OF CALIFORNIA, INC. RJE TELECOM, LLC RJE TELECOM OF CALIFORNIA, INC. PROFESSIONAL TELECONCEPTS, INC. PROFESSIONAL TELECONCEPTS, INC. SPALJ CONSTRUCTION COMPANY SPECTRUM WIRELESS SOLUTIONS, INC. STAR CONSTRUCTION, LLC STEVENS COMMUNICATIONS, LLC S.T.S., LLC TCS COMMUNICATIONS, LLC TESINC, LLC TESINC OF CALIFORNIA, INC. TJADER, L.L.C. TRAWICK CONSTRUCTION COMPANY, INC. TRIPLE-D COMMUNICATIONS, LLC U G T I UNDERGROUND SPECIALTIES, LLC UTILIQUEST, LLC WHITE MOUNTAIN CABLE CONSTRUCTION, LLC VCI CONSTRUCTION, INC. VCI UTILITY SERVICES, INC.
By:	/s/ H. Andrew DeFerrari
	Name: H. Andrew DeFerrari Title:   Treasurer

Signature Page to Third Supplemental Indenture

MIDTOWN EXPRESS, LLC
By:	/s/ William P. Healy
	Name: William P. Healy
	Title:   President

OSP SERVICES, LLC
By:	/s/ Marvin M. Glaser
	Name: Marvin M. Glaser
	Title:   President

Signature Page to Third Supplemental Indenture

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ Terence T. Rawlins
	Authorized Signatory

Signature Page to Third Supplemental Indenture

EX-5.1

Exhibit 5.1

[Shearman & Sterling LLP letterhead]

February 26, 2013

Dycom Investments, Inc.

11770 U.S. Highway 1, Suite 101

Palm Beach Gardens, Florida 33408

Dycom Investments, Inc.

Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as counsel to Dycom Investments, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company of a registration statement on Form S-4 (the “Registration Statement”) with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance of the Company’s 7.125% Senior Subordinated Notes due 2021 (the “Exchange Notes”) and the full and unconditional guarantees as to the payment of principal and interest on the Exchange Notes (the “Exchange Note Guarantees”) by Dycom Industries, Inc., a Florida corporation (the “Parent”), and each of the other entities listed on Schedule A hereto (collectively, the “Subsidiary Guarantors,” and, together with the Parent, the “Guarantors”). Pursuant to the prospectus forming a part of the Registration Statement (the “Prospectus”), the Company is offering to exchange (the “Exchange Offer”) up to $90,000,000 aggregate principal amount of Exchange Notes for a like amount of its outstanding 7.125% Senior Subordinated Notes due 2021 issued on December 12, 2012 (the “Old Notes”), which have not been registered under the Securities Act, and to exchange the Exchange Note Guarantees for the full and unconditional guarantees as to the payment of principal and interest on the Old Notes by the Guarantors. The Exchange Notes and the Exchange Note Guarantees will be registered under the Securities Act as set forth in the Registration Statement and will be issued upon consummation of the Exchange Offer pursuant to an indenture, dated as of January 21, 2011 (as amended and supplemented, the “Indenture”), among the Parent, the Company, the Subsidiary Guarantors and U.S. Bank National Association, as trustee (the “Trustee”).

In our capacity as counsel to the Company, we have reviewed originals or copies of the following documents:

(a) The Indenture, including the Exchange Note Guarantees.

(b) A specimen of the Exchange Notes.

The documents described in the foregoing clauses (a) and (b) are collectively referred to herein as the “Opinion Documents.”

We have also reviewed the following:

(a) The Registration Statement.

(b) The Prospectus.

(c) The exchange and registration rights agreement, dated as of December 12, 2012, among the Company, the Guarantors and the Purchasers named therein.

(d) Originals or copies of such other corporate records of the Company and the Guarantors, certificates of public officials and of officers of the Company and the Guarantors and agreements and other documents as we have deemed necessary as a basis for the opinions expressed below.

In our review of the Opinion Documents and other documents, we have assumed:

(a) The genuineness of all signatures.

(b) The authenticity of the originals of the documents submitted to us.

(c) The conformity to authentic originals of any documents submitted to us as copies.

(d) As to matters of fact, the truthfulness of the representations made in the Opinion Documents and in certificates of public officials and officers of the Company and the Guarantors.

(e) That each of the Opinion Documents is the legal, valid and binding obligation of each party thereto, other than the Company and the Guarantors, enforceable against each such party in accordance with its terms.

(f) That:

(i) The execution, delivery and performance by each of the Company and the Guarantors of the Opinion Documents to which it is a party do not:

(A) except with respect to Generally Applicable Law, violate any law, rule or regulation applicable to it; or

(B) except with respect to any documents and agreements filed as exhibits to any filing of the Company or the Parent incorporated by reference into the Registration Statement, result in any conflict with, or breach of any agreement or document binding on it.

(ii) Except with respect to Generally Applicable Law, no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery or

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performance by any of the Company or the Guarantors of any Opinion Document to which it is a party or, if any such authorization, approval, consent, action, notice or filing is required, it has been duly obtained, taken, given or made and is in full force and effect.

We have not independently established the validity of the foregoing assumptions.

“Generally Applicable Law” means the federal law of the United States of America, and the law of the State of New York (including the rules and regulations promulgated thereunder or pursuant thereto) that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the transactions governed by the Opinion Documents, and for purposes of assumption paragraph (f) above, the General Corporation Law of the State of Delaware. In addition, for purposes of assumption paragraph (f) above and our opinion in clause (ii) below, in each case solely with respect to U G T I as Guarantor, Generally Applicable Law shall include the General Corporation Law of the State of California.

Based upon the foregoing and upon such other investigation as we have deemed necessary and subject to the qualifications set forth below, we are of the opinion that (i) the Exchange Notes have been duly authorized by the Company and when duly executed and delivered by the Company and authenticated by the Trustee in accordance with the terms of the Indenture and if and when issued upon consummation of the Exchange Offer as set forth in the Registration Statement, will be the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture and (ii) when the Exchange Note Guarantees have been duly executed and delivered by the Guarantors upon consummation of the Exchange Offer as set forth in the Registration Statement, each Exchange Note Guarantee will be the legal, valid and binding obligation of the Guarantor which issued such Exchange Note Guarantee, enforceable against such Guarantor in accordance with its terms and entitled to the benefits of the Indenture.

Our opinions expressed above are subject to the following qualifications:

(a) Our opinions are subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally (including without limitation all laws relating to fraudulent transfers).

(b) Our opinions are also subject to the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law).

(c) Our opinions are limited to Generally Applicable Law and we do not express any opinion herein concerning any other law. Where matters of applicable law, other than Generally Applicable Law, are relevant to such opinions, we have without independent investigation on our part assumed the accuracy and, to the extent necessary in connection with the opinions contained herein, relied upon the opinions, dated the date hereof, furnished to you of (i) Akerman Senterfitt LLP, special Florida counsel to the Parent and certain Guarantors, (ii) Baker, Donelson,

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Bearman, Caldwell & Berkowitz, PC, special Georgia and Tennessee counsel to certain Guarantors, (iii) Brown & Bunch, PLLC, special North Carolina counsel to certain Guarantors, (iv) Davis Wright Tremaine LLP, special Washington counsel to a certain Guarantor, (v) Liskow & Lewis, special Louisiana counsel to a certain Guarantor (vi) Potter Anderson & Corroon LLP, special Delaware counsel to certain Guarantors, (vii) Fennemore Craig, P.C., special Arizona counsel to a certain Guarantor, and (viii) Kopecky, Schumacher & Bleakley, P.C., special Illinois counsel to a certain Guarantor, in each case delivered to you on the date hereof, and our opinions are subject to the same assumptions, qualifications and limitations with respect to matters of Florida, Georgia, Tennessee, North Carolina, Washington, Louisiana, Arizona, Illinois and Delaware law expressed in each such opinion.

This opinion letter is rendered to you in connection with the Exchange Offer.

This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter that might affect the opinions expressed herein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” in the Prospectus. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Shearman & Sterling LLP

JD/CCD/DB

RCT

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SCHEDULE A

Subsidiary Guarantors

Ansco & Associates, LLC

Apex Digital, LLC

Blair Park Services, LLC

Broadband Express, LLC

Broadband Installation Services, LLC

C-2 Utility Contractors, LLC

Cable Connectors, LLC

CableCom of California, Inc.

CableCom, LLC

Can-Am Communications, Inc.

Cavo Broadband Communications, LLC

CCLC, Inc.

CertusView Leasing, LLC

CMI Services, Inc.

Communication Services, LLC

Communications Construction Group, LLC

Dycom Capital Management, Inc.

Dycom Corporate Identity, Inc.

Dycom Identity, LLC

E A Technical Services, Inc.

Engineering Associates, Inc.

Ervin Cable Construction, LLC

Global Enercom Management, Inc.

Globe Communications, LLC

Golden State Utility Co.

Installation Technicians, LLC

Ivy H. Smith Company, LLC

Kanaan Communications, LLC

Lambert’s Cable Splicing Company, LLC

Locating, Inc.

Midtown Express, LLC

NeoCom Solutions Holdings, LLC

NeoCom Solutions, Inc.

Nichols Construction, LLC

Niels Fugal Sons Company of California, Inc.

Niels Fugal Sons Company, LLC

North Sky Communications, Inc.

OSP Services, LLC

Parkside Site & Utility Company Corporation

Parkside Utility Construction, LLC

Pauley Construction Inc.

PBG Acquisition III, LLC

Point to Point Communications, Inc.

Precision Valley Communications of Vermont, LLC

Prince Telecom of California, Inc.

Prince Telecom, LLC

Professional Teleconcepts, Inc.

Professional Teleconcepts, Inc.

RJE Telecom of California, Inc.

RJE Telecom, LLC

S.T.S., LLC

Spalj Construction Company

Spectrum Wireless Solutions, Inc.

Star Construction, LLC

Stevens Communications, LLC

TCS Communications, LLC

Tesinc of California, Inc.

Tesinc, LLC

Tjader, L.L.C.

Trawick Construction Company, Inc.

Triple-D Communications, LLC

U G T I

Underground Specialties, LLC

UtiliQuest, LLC

VCI Construction, Inc.

VCI Utility Services, Inc.

White Mountain Cable Construction, LLC

2

EX-5.2

Exhibit 5.2

[Akerman Senterfitt letterhead]

Akerman Senterfitt

One Southeast Third Avenue

25th Floor

Miami, Florida 33131

Tel: 305.374.5600

Fax: 305.374.5095

February 26, 2013

Dycom Investments, Inc.

117770 U.S. Highway 1, Suite 101

Palm Beach Gardens, Florida 33408

Re: Form S-4 Registration Statement of Dycom Investments, Inc. (“Company”)

Ladies and Gentlemen:

We have acted as special Florida counsel to Dycom Industries, Inc., a Florida corporation (“Parent”), CMI Services, Inc., a Florida corporation (“CMI”), Trawick Construction Company, Inc., a Florida corporation (“Trawick”), and Installation Technicians, LLC, a Florida limited liability company (“ITLLC”), in connection with that certain registration statement on Form S-4 (the “Registration Statement”) filed by Company, Parent, and certain subsidiaries of Parent, including CMI, Trawick and ITLLC, under the Securities Act of 1933, as amended (the “Act”) relating to the issuance of the Company’s 7.125% Senior Subordinated Notes due 2021 (the “Exchange Notes”) and the full and unconditional guarantees as to the payment of principal and interest on the Exchange Notes (the “Exchange Note Guarantees”) by Parent and by each of the other entities listed in the Registration Statement as Subsidiary Guarantors (the “Subsidiary Guarantors”), including CMI, Trawick and ITLLC. Pursuant to the prospectus forming a part of the Registration Statement (the “Prospectus”), the Company is offering to exchange in the exchange offer (the “Exchange Offer”) up to $90,000,000 aggregate principal amount of Exchange Notes for a like amount of its outstanding 7.125% Senior Subordinated Notes due 2021 (the “Old Notes”), which have not been registered under the Act, and to exchange the Exchange Note Guarantees for the full and unconditional guarantees as to the payment of principal and interest on the Old Notes by the Guarantors. The Exchange Notes and the Exchange Note Guarantees will be registered under the Act as set forth in the Registration Statement and will be issued upon consummation of the Exchange Offer pursuant to an indenture, dated as of January 21, 2011 (as amended and supplemented, the “Indenture”), among the Parent, the Company, the Subsidiary Guarantors (including CMI, Trawick and ITLLC) and U.S. Bank National Association, as trustee (the “Trustee”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. This opinion letter is limited to the matters expressly stated herein and no opinions are to be inferred or may be implied beyond the opinions expressly so stated.

In connection with issuing this opinion, we have reviewed originals or copies of the following documents:

(1) the Registration Statement and the Prospectus;

akerman.com

BOCA RATON     DALLAS     DENVER     FORT LAUDERDALE     JACKSONVILLE     LAS VEGAS     LOS ANGELES     MADISON     MIAMI     NAPLES NEW YORK     ORLANDO     PALM BEACH     SALT LAKE CITY     TALLAHASSEE     TAMPA     TYSONS CORNER    WASHINGTON, D.C.     WEST PALM BEACH

(2) the Indenture, including the form of the Exchange Note Guarantees (collectively the “Indenture”);

(3) a specimen of the Exchange Notes (the “Specimen,” and collectively with the Indenture, the “Opinion Documents”;

(4) the Articles of Incorporation of each of Parent, CMI and Trawick, as presently in effect;

(5) the By-Laws of each of Parent, CMI and Trawick, as presently in effect;

(6) the Articles of Organization of ITLLC, as presently in effect;

(7) the Operating Agreement of ITLLC, as presently in effect; and

(8) certain resolutions adopted by the Board of Directors of each of Parent, CMI, Trawick and ITLLC relating to the Exchange Offer, the Registration Statement and related matters.

We have also examined the originals or copies, certified or otherwise identified to our satisfaction, of such records of Parent, CMI, Trawick and ITLLC and such agreements, certificates of public officials, certificates of officers or other representatives of Parent, CMI, Trawick and ITLLC and others, and such other documents, certificates and records as we have deemed necessary or appropriate to form the basis for the opinions set forth herein.

In rendering the opinions set forth herein, we have relied, without investigation, on each of the following assumptions: (a) the legal capacity of each natural person to take all actions required of each such person in connection with the Exchange Offer; (b) the genuineness of each signature, the completeness of each document submitted to us, the authenticity of each document reviewed by us as an original, the conformity to the original of each document reviewed by us as a copy and the authenticity of the original of each document received by us as a copy; (c) the legal existence of each party to the Opinion Documents other than Parent, CMI, Trawick and ITLLC ; (d) the entity power of each party to the Opinion Documents (other than Parent, CMI, Trawick and ITLLC) to execute, deliver and perform the Opinion Documents and to do each other act done or to be done by such party; (e) the authorization, execution and delivery by each party (other than Parent, CMI, Trawick and ITLLC) of each document executed and delivered or to be executed and delivered in connection with the Opinion Documents by such party; and (f) as to matters of fact, the truthfulness of the representations made in the Opinion Documents and in the certificates of public officials and officers of Parent, CMI, Trawick and ITLLC.

Based upon and subject to the foregoing, and subject to the qualifications set forth below, it is our opinion that:

1. Each of Parent, CMI and Trawick is a Florida corporation that is validly existing and in good standing under Florida law.

2. ITLLC is a Florida limited liability company that is validly existing and in good standing under Florida law.

3. Each of Parent, CMI and Trawick has the corporate power to execute and deliver the Opinion Documents to which it is a party and to perform its respective obligations thereunder;

4. ITLLC has the limited liability company power to execute and deliver the Opinion Documents to which it is a party and to perform its respective obligations thereunder;

5. Each of Parent, CMI and Trawick has authorized the execution, delivery and performance of the Opinion Documents to which it is a party by all necessary corporate action.

6. ITLLC has authorized the execution, delivery and performance of the Opinion Documents to which it is a party by all necessary limited liability company action.

7. The Indenture has been executed and delivered by Parent, CMI, Trawick and ITLLC.

We express no opinion as to matters governed by laws of any jurisdiction other than the laws of the State of Florida, as in effect on the date hereof.

This opinion letter speaks only as of the date hereof and we assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above.

This opinion letter is furnished to you for your benefit in connection with the filing of the Registration Statement and, except as set forth below, may not be relied upon for any other purpose without our prior written consent in each instance. Further, no portion of this letter may be quoted, circulated or referred to in any other document for any other purpose without our prior written consent. Notwithstanding the foregoing, the law firm of Shearman & Sterling LLP may rely upon this opinion letter in connection with the opinion letter to be submitted by such firm with respect to the Registration Statement.

We hereby consent to the filing of this opinion letter with the Securities and Exchange Commission in connection with the filing of the Registration Statement referred to above. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission issued thereunder.

Very truly yours,

/s/ Akerman Senterfitt

AKERMAN SENTERFITT

akerman.com

BOCA RATON     DALLAS     DENVER     FORT LAUDERDALE     JACKSONVILLE     LAS VEGAS     LOS ANGELES     MADISON     MIAMI     NAPLES NEW YORK     ORLANDO     PALM BEACH     SALT LAKE CITY     TALLAHASSEE     TAMPA     TYSONS CORNER    WASHINGTON, D.C.     WEST PALM BEACH

EX-5.3

Exhibit 5.3

[Letterhead of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC]

February 26, 2013

Dycom Investments, Inc.

11770 U. S. Highway 1, Suite 101

Palm Beach Gardens, Florida 33408

Re: That certain registration statement on Form S-4 (the “Registration Statement”), as filed with the United States Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on December 28, 2012, as amended, relating to the issuance of $90,000,000.00 principal amount of 7.125% Senior Subordinated Notes due 2021 (the “Exchange Notes”) by Dycom Investments, Inc., a Delaware corporation (the “Company”).

Ladies and Gentlemen:

We have acted as special counsel (A) in the State of Georgia to (i) UtiliQuest, LLC, a Georgia limited liability company (“UtiliQuest”); (ii) NeoCom Solutions, Inc., a Georgia corporation (“NeoCom”); (iii) E A Technical Services, Inc., a Georgia corporation (“EATS”); and (iv) Engineering Associates, Inc., a Georgia corporation (“Engineering Associates” and together with UtiliQuest, NeoCom and EATS are collectively referred to as the “Georgia Subsidiaries” and individually as a “Georgia Subsidiary”); and (B) in the State of Tennessee to S.T.S., LLC, a Tennessee limited liability company (hereinafter referred to sometimes as “STS” and sometimes as the “Tennessee Subsidiary”), each being a subsidiary of Dycom Industries, Inc., a Florida corporation (“Dycom”), which is in turn the parent corporation of the Company, in connection with:

(A) the preparation and filing of the Registration Statement;

(B) that certain Notation of Guarantee (the “Notation of Guarantee”), by the Georgia Subsidiaries, the Tennessee Subsidiary and those certain other subsidiaries of Dycom identified therein (the “Other Dycom Subsidiaries” and together with the Georgia Subsidiaries and the Tennessee Subsidiary are collectively referred to as the “Guarantors”), as guarantors, jointly and severally guaranteeing the payment of principal and interest and the performance of other obligations due on the Exchange Notes by the Company (the Company, Dycom and Guarantors are sometimes hereinafter collectively referred to as the “Dycom Parties” and individually, as a “Dycom Party”); and

(C) the preparation and filing of the prospectus forming a part of the Registration Statement (the “Prospectus”), by which the Company is offering to

ALABAMA FLORIDA GEORGIA LOUISIANA MISSISSIPPI TENNESSEE TEXAS WASHINGTON, D.C.

Dycom Investments, Inc.

February 26, 2013

Page 2 of 7

exchange: (i) the Exchange Notes for certain outstanding unregistered 7.125% Senior Subordinated Notes due 2021 and issued on December 12, 2012 (the “Unregistered Notes”), and (ii) the Notation of Guarantee for certain full and unconditional unregistered guarantees as to the payment of principal and interest on the Unregistered Notes by the Company.

The transactions described in clauses (A), (B) and (C) above are sometimes hereinafter collectively referred to as the “Exchange Offer” and the Exchange Notes and the Unregistered Notes are sometimes hereinafter collectively referred to as the “Notes”.

At the request of Dycom, we are giving this opinion only with respect to the Georgia Subsidiaries and the Tennessee Subsidiary.

We have examined and rely solely upon the following documents for the purposes of rendering this opinion:

1. the Registration Statement;

2. an unexecuted form of the Notation of Guarantee;

3. an executed copy of that certain Indenture, dated as of January 21, 2011 (the “2011 Indenture”), by and among the Company, certain of the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”), an executed copy of that certain Second Supplemental Indenture, dated as of December 12, 2012, and an executed copy of that certain Third Supplemental Indenture, dated as of February 26, 2013, by and among the Company, the Guarantors, the Trustee and certain others party thereto (collectively, as the same may be amended, modified and supplemented from time to time, the “Indenture”);

4. an executed copy of the Secretary’s Certificate of UtiliQuest, dated as of January 21, 2011, together with (i) the Articles of Organization certified by the Georgia Secretary of State on January 4, 2011, (ii) the operating agreement, dated as of September 30, 2009, as amended, and (iii) the resolutions, dated January 11, 2011, authorizing, among other things, the Exchange Offer, all attached as exhibits thereto;

5. an executed copy of Secretary’s Certificate of NeoCom, dated as of May 12, 2011, together with (i) the Articles of Incorporation certified by the Georgia Secretary of State on December 29, 2000, (ii) the by-laws of NeoCom, and (iii) the resolutions, dated January 28, 2011, authorizing, among other things, the Exchange Offer, all attached as exhibits thereto;

6. an executed copy of Secretary’s Certificate of STS, dated as of January 21, 2011, together with (i) the Articles of Organization certified by the Tennessee Secretary of State on January 5, 2011, (ii) the operating agreement, dated as of December 16, 2002, as amended, and (iii) the resolutions, dated January 11, 2011, authorizing, among other things, the Exchange Offer, all attached as exhibits thereto;

Dycom Investments, Inc.

February 26, 2013

Page 3 of 7

7. an executed copy of the Secretary’s Certificate of UtiliQuest, dated as of December 28, 2012, together with (i) the Articles of Organization certified by the Georgia Secretary of State on November 27, 2012, (ii) the operating agreement, dated as of September 30, 2009, as amended, (iii) that certain consent action of the sole member and board of directors of UtiliQuest, dated effective as of July 30, 2012, and (iv) the resolutions, dated as of November 27, 2012, authorizing, among other things, the Exchange Offer, all attached as exhibits thereto, as amended and ratified by the Secretary’s Certificate of UtiliQuest, dated as of February 26, 2013, together with the resolutions, dated as of February 26, 2013, authorizing the Third Supplemental Indenture;

8. an executed copy of the Secretary’s Certificate of NeoCom, dated as of December 12, 2012, together with (i) the Articles of Incorporation certified by the Georgia Secretary of State on November 27, 2012, (ii) the by-laws of NeoCom, and (iii) the resolutions, dated as of November 27, 2012, authorizing, among other things, the Exchange Offer, all attached as exhibits thereto, as amended and ratified by the Secretary’s Certificate of NeoCom, dated as of February 26, 2013, together with the resolutions, dated as of February 26, 2013, authorizing the Third Supplemental Indenture;

9. an executed copy of the Secretary’s Certificate of EATS, dated as of December 12, 2012, together with (i) the Articles of Incorporation certified by the Georgia Secretary of State on November 27, 2012, (ii) the by-laws of EATS, and (iii) the resolutions, dated as of December 5, 2012, authorizing, among other things, the Exchange Offer, all attached as exhibits thereto, , as amended and ratified by the Secretary’s Certificate of EATS, dated as of February 26, 2013, together with the resolutions, dated as of February 26, 2013, authorizing the Third Supplemental Indenture;

10. an executed copy of the Secretary’s Certificate of Engineering Associates, dated as of December 12, 2012, together with (i) the Articles of Incorporation certified by the Georgia Secretary of State, (ii) the by-laws of Engineering Associates, and (iii) the resolutions, dated as of December 5, 2012, authorizing, among other things, the Exchange Offer, all attached as exhibits thereto, as amended and ratified by the Secretary’s Certificate of Engineering Associates, dated as of February 26, 2013, together with the resolutions, dated as of February 26, 2013, authorizing the Third Supplemental Indenture;

11. an executed copy of the Secretary’s Certificate of STS, dated as of December 12, 2012, together with (i) the Articles of Organization certified by the Tennessee Secretary of State on November 27, 2012, (ii) the operating agreement, dated as of December 16, 2002, as amended, and (iii) the resolutions, dated as of November 27, 2012, authorizing, among other things, the Exchange Offer, all attached as exhibits thereto, as amended and ratified by the Secretary’s Certificate of STS, dated as of February 26, 2013, together with the resolutions, dated as of February 26, 2013, authorizing the Third Supplemental Indenture;

12. that certain Certificate of Existence of UtiliQuest, dated November 27, 2012, issued by the Secretary of State of Georgia (the “UtiliQuest Certificate of Existence”);

Dycom Investments, Inc.

February 26, 2013

Page 4 of 7

13. that certain Certificate of Existence of NeoCom, dated November 27, 2012, issued by the Secretary of State of Georgia (the “NeoCom Certificate of Existence”);

14. that certain Certificate of Existence of EATS, dated November 27, 2012, issued by the Secretary of State of Georgia (the “EATS Certificate of Existence”);

15. that certain Certificate of Existence of Engineering Associates, dated November 27, 2012, issued by the Secretary of State of Georgia (the “Engineering Associates Certificate of Existence”); and

16. that certain Certificate of Existence of the STS, dated November 29, 2011, issued by the Secretary of State of Tennessee (the “STS Certificate of Existence”).

The documents identified in items 2 and 3 above are sometimes hereinafter collectively referred to as the “Opinion Documents”. With respect to any Opinion Document to which any Georgia Subsidiary and/or the Tennessee Subsidiary is a party, we have also reviewed a copy of the signature page of such Opinion Document that has been signed by each such Georgia Subsidiary and/or the Tennessee Subsidiary. To the extent that opinions expressed below involve matters of fact, we have relied, without investigation, upon the representations and warranties made in the Opinion Documents.

ASSUMPTIONS

In making such examinations, we have with your permission assumed that:

(a) except as otherwise expressly provided in our opinion paragraph 1 below, the Relevant Parties are duly organized, validly existing and in good standing under the laws applicable in the jurisdictions of their respective organization and existence and in all other places in which they are conducting their respective businesses, and are validly existing in good standing under the laws of the jurisdictions where they are required to exist or be qualified for the purpose of selling, issuing, purchasing and exchanging the Notes (as applicable), with full power and authority to sell, issue, purchase and exchange the Notes (as applicable). For the purposes of this opinion letter, the term “Relevant Parties” shall mean the Dycom Parties, the Trustee and the holders of the Notes;

(b) the Opinion Documents have been duly authorized, executed, acknowledged (as applicable), and delivered by each of the Relevant Parties (other than the Georgia Subsidiaries and the Tennessee Subsidiary) for value received, and nothing in the charter, bylaws (or the equivalent thereof), the operating agreement, articles of organization, partnership agreement or certificate of limited partnership or any other organizational document of any of the Relevant Parties (other than the Georgia Subsidiaries and the Tennessee Subsidiary) prohibits or impairs any such Relevant Parties from executing the Opinion Documents or performing the transactions contemplated by the Opinion Documents and each of the Relevant Parties (other than the Georgia Subsidiaries and the Tennessee Subsidiary) has the full corporate and/or partnership and/or limited liability company and/or other entity power and authority to execute, deliver and perform

Dycom Investments, Inc.

February 26, 2013

Page 5 of 7

its obligations under the Opinion Documents and all documents required to be executed, delivered and performed thereunder;

(c) the Opinion Documents or copies thereof examined by us conform to the respective originals;

(d) no court order, administrative ruling, contract, regulation or statute (other than, with respect to the Georgia Subsidiaries, a regulation or statute of Georgia, and, with respect to the Tennessee Subsidiary, a regulation or statute of Tennessee) governing any of the Relevant Parties prohibits or limits any of the Relevant Parties from executing the Opinion Documents or performing the transactions contemplated by the Opinion Documents;

(e) the Opinion Documents fully express the agreements and understandings of the parties thereto, and there are no other verbal or written agreements or provisions set forth in any other document(s) which would bear upon the opinions expressed herein, and there exists no usage of trade or course of prior dealing among any parties which could supplement or qualify the terms of the Opinion Documents;

(f) the genuineness of all signatures; and

(g) the legal capacity of each natural person who executed any Opinion Document.

Although we have not conducted an independent investigation of the accuracy of any of these assumptions, nothing has come to our attention leading us to question the material accuracy of said assumptions.

OPINIONS

Subject to the foregoing assumptions and further qualifications and limitations as stated herein, we are of the opinion that:

1. (a) UtiliQuest is validly existing and in good standing under the laws of Georgia;

(b) NeoCom is validly existing and in good standing under the laws of Georgia;

(c) EATS is validly existing and in good standing under the laws of Georgia;

(d) Engineering Services is validly existing and in good standing under the laws of Georgia; and

(e) STS is validly existing and in good standing under the laws of Tennessee.

2. The participation of the Georgia Subsidiaries and the Tennessee Subsidiary as guarantors under the transactions contemplated by the Registration Statement, and the execution,

Dycom Investments, Inc.

February 26, 2013

Page 6 of 7

delivery and performance by each of the Georgia Subsidiaries and the Tennessee Subsidiary of its respective obligations under the Opinion Documents have been duly authorized by all requisite corporate or limited liability company action on the part of such entities and, as of the date of each respective transaction, each such entity has the power to enter into the transactions contemplated therein. Each of the Georgia Subsidiaries and the Tennessee Subsidiary has duly executed and delivered the Indenture.

QUALIFICATIONS AND LIMITATIONS

Notwithstanding anything herein to the contrary, the opinions set forth above are qualified and limited as stated therein and are further qualified as follows, and we express no opinion as to the following:

(i) We have not undertaken any independent investigation to determine the existence or absence of any facts (other than those which are readily ascertainable or which are material to our rendering the above opinions) contrary to the opinions expressed herein, and no inference as to the knowledge of the existence of such facts should be drawn from the fact of our representation of the Subsidiaries;

(ii) We express no opinion as to the validity or enforceability of any of the Opinion Documents; and

(iii) We express no opinion as to the application or effect of any federal or state securities or anti-trust laws, rules or regulations on or to the transaction.

The foregoing opinions represent our current professional judgment but are not a guaranty or warranty as to the certainty of the matter.

The opinions expressed in this letter are given for the benefit of the Company and its successors and assigns and may be relied upon by Shearman & Sterling LLP, as the Company’s counsel, in connection with the Exchange Offer and the filing of the Registration Statement and we hereby consent to the filing of this letter as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations promulgated thereunder.

Except as expressly permitted herein, this letter may not be otherwise reproduced, quoted in whole or in part, filed publicly, or circulated to, relied upon by, nor used in connection with any other transaction. This letter addresses the law as of the date hereof and we undertake no obligation to inform you of any changes in the law occurring after the date hereof.

The foregoing opinions are limited to the laws of the State of Georgia with respect to the Georgia Subsidiaries and to the laws of State of Tennessee with respect to the Tennessee

Dycom Investments, Inc.

February 26, 2013

Page 7 of 7

Subsidiary, as are presently in effect in each such state, excluding the securities provisions thereof. We have not considered and express no opinion on the laws of any other jurisdiction, including, without limitation, federal laws and rules and regulations relating thereto.

Very truly yours,

/s/ Baker, Donelson, Bearman, Caldwell &

Berkowitz, P.C.

Baker, Donelson, Bearman, Caldwell &

Berkowitz, P.C.

EX-5.4

Exhibit 5.4

[Brown & Bunch, PLLC letterhead]

February 26, 2013

Dycom Investments, Inc.

11770 U.S. Highway 1, Suite 101

Palm Beach Gardens, Florida 33408

Re: Dycom Investments, Inc.

Ladies and Gentlemen:

We have acted as counsel to Globe Communications, LLC, a North Carolina limited liability company, and Communication Services, LLC, a North Carolina limited liability company, (each a “North Carolina Guarantor”) in connection with the preparation and filing by Dycom Investments, Inc., a Delaware corporation (the “Company”), of a registration statement on Form S-4 (the “Registration Statement”) with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance of the Company’s 7.125% Senior Subordinated Notes due 2021 (the “Exchange Notes”) and the full and unconditional guarantees as to the payment of principal and interest on the Exchange Notes (the “Exchange Note Guarantees”) by Dycom Industries, Inc., a Florida corporation (the “Parent”), and certain other guarantors (collectively, the “Subsidiary Guarantors,” and, together with the Parent, the “Guarantors”). Pursuant to the prospectus forming a part of the Registration Statement (the “Prospectus”), the Company is offering to exchange (the “Exchange Offer”) up to $90,000,000 aggregate principal amount of Exchange Notes for a like amount of its outstanding 7.125% Senior Subordinated Notes due 2021 issued on December 12, 2012 which have not been registered under the Securities Act (the “Unregistered Notes”), and to exchange the Exchange Note Guarantees for the full and unconditional guarantees as to the payment of principal and interest on the Unregistered Notes by the Guarantors (the “Unregistered Notes Guarantees”), including each North Carolina Guarantor. The Exchange Notes and the Exchange Note Guarantees will be registered under the Securities Act as set forth in the Registration Statement and will be issued upon consummation of the Exchange Offer pursuant to an indenture, dated as of January 21, 2011, as amended and supplemented, (the “Indenture”)among the Parent, the Company, the Subsidiary Guarantors (including each North Carolina Guarantor) and U.S. Bank National Association, as trustee (the “Trustee”).

In our capacity as counsel to each North Carolina Guarantor, we have reviewed originals or copies of the following documents:

(a) Indenture dated as of January 21, 2011, as amended and supplemented.

(b) Exchange and Registration Rights Agreement dated as of December 12, 2012.

Dycom Investments, Inc.

February 26, 2013

Page 2

(c) A specimen Exchange Note.

(d) A specimen Exchange Note Guarantee.

The documents described in the foregoing clauses (a), (b), (c) and (d) are collectively referred to herein as the “Opinion Documents.”

We have also reviewed the following:

(a) Purchase Agreement dated as of November 28, 2012.

(b) Registration Statement.

(c) Originals or copies of such other corporate records of the North Carolina Guarantors, certificates of public officials and of officers of the North Carolina Guarantors and agreements and other documents as we have deemed necessary as a basis for the opinions expressed below.

We have examined originals or certified or other reasonably authenticated copies of such records, instruments and other documents as we have deemed necessary or appropriate for the purposes of this opinion. As to questions of fact material to our opinion, we have relied upon the representations made in the Opinion Documents and

• The Resolutions of the Board of Directors Adopted by Unanimous Written Consent In Lieu of Meeting of Globe Communications, LLC dated November 27, 2012 and February 26, 2013, and

• The Resolutions of the Board of Directors Adopted by Unanimous Written consent in Lieu of Meeting of Communication Services, LLC dated November 27, 2012 and February 26, 2013.

We have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies.

The laws upon which our opinions are based upon and are limited to the laws of the State of North Carolina (hereinafter referred to as the “Laws”).

Based on the foregoing, and having regard for legal considerations that we deem relevant, we are of the following opinions:

1. Each North Carolina Guarantor is an entity validly existing and in good standing under the laws of the State of North Carolina, which is the state of each North Carolina Guarantor’s organization.

Dycom Investments, Inc.

February 26, 2013

Page 3

2. Each North Carolina Guarantor (a) has the power to execute, deliver and perform each Opinion Document, and (b) has taken all action necessary to authorize the execution, delivery and performance of each Opinion Document.

3. The Indenture has been duly executed and delivered by Globe Communications, LLC.

4. The Indenture has been duly executed and delivered by Communication Services, LLC.

We have not been asked to, and do not render any opinion with respect to, any matters except as expressly set forth above. The opinions expressed herein are limited to matters governed by the laws of the State of North Carolina. To the extent the Opinion Documents are or may be governed by the laws of any state or sovereign other than North Carolina, including the United States of America, we offer no opinion. We express no opinion as to the accuracy, correctness or completeness of any statement in the Registration Statement.

This opinion speaks only as of the date hereof and as of the earlier dates expressly addressed above. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter that might affect the opinion expressed herein, whether or not brought to our attention.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations promulgated thereunder. Subject to the foregoing, this opinion letter is provided to you and may be relied upon by Shearman & Sterling LLP, New York, New York, as your legal counsel, and is for your benefit and for reliance of Shearman & Sterling LLP only in connection with the transaction referenced in the first paragraph. This opinion letter may not be used or relied on for any other purpose without our prior written consent.

	BROWN & BUNCH, PLLC
By:	/s/ Charles G. Brown
	Charles G. Brown, Member/Manager

EX-5.5

Exhibit 5.5

[Davis Wright Tremaine LLP letterhead]

February 26, 2013

Dycom Investments, Inc.

11770 U.S. Highway 1, Suite 101

Palm Beach Gardens, FL 33408

Re: Locating, Inc.

Ladies and Gentlemen:

We have acted as local Washington State counsel to Locating, Inc., a Washington corporation (“Locating”), a subsidiary of Dycom Investments, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company of a registration statement on Form S-4 (the “Registration Statement”) with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance of the Company’s 7.125% Senior Subordinated Notes due 2021 (the “Exchange Notes”) and the full and unconditional guarantees as to the payment of principal and interest on the Exchange Notes (the “Exchange Guarantees”) by Dycom Industries, Inc., a Florida corporation (the “Parent”), and certain subsidiaries of the Parent, including Locating (collectively, the “Subsidiary Guarantors,” and, together with the Parent, the “Guarantors”). Pursuant to the prospectus forming a part of the Registration Statement (the “Prospectus”), the Company is offering to exchange (the “Exchange Offer”) up to $90,000,000 aggregate principal amount of Exchange Notes for a like amount of its outstanding 7.125% Senior Subordinated Notes due 2021 issued on December 12, 2012 (the “Old Notes”), which have not been registered under the Securities Act, and to exchange the Exchange Guarantees for the full and unconditional guarantees as to the payment of principal and interest on the Old Notes by the Guarantors. The Exchange Notes and the Exchange Guarantees will be registered under the Securities Act as set forth in the Registration Statement and will be issued upon consummation of the Exchange Offer pursuant to an indenture, dated as of January 21, 2011 (as amended and supplemented, the “Indenture”), among the Parent, the Company, the Subsidiary Guarantors and U.S. Bank National Association, as trustee (the “Trustee”).

This opinion letter is provided to you at the request of Locating. Capitalized terms used and not otherwise defined in this opinion letter have the meanings defined in the Exchange Notes.

The law covered by the opinions expressed herein is limited to the laws of the State of Washington.

A. Documents and Matters Examined

In connection with this opinion letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, records, certificates and statements of government officials, officers and other representatives of the persons referred to therein, and

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February 26, 2013

Page 2

such other documents as we have deemed relevant or necessary as the basis for the opinions herein expressed, including the following:

A-1 The Indenture;

A-2 The form of Notation of Exchange Guarantee;

A-3 The Registration Statement;

A-4 Secretary’s Certificate of Richard Vilsoet, dated December 12, 2012, and Supplemental Secretary’s Certificate II of Richard Vilsoet, dated of even date herewith;

A-5 Certificate of Existence/Authorization of Locating as issued by the Secretary of State of Washington dated February 6, 2013 (the “Washington Certificate”); and

A-6 Resolutions of the Board of Directors of Locating by Unanimous Written Consent in Lieu of a Meeting dated November 27, 2012, and by Unanimous Written Consent in Lieu of a Meeting dated February 26, 2013.

The documents identified in A-1 and A-2 are referred to herein as the “Opinion Documents.”

B. Assumptions

In our review of the Opinion Documents, we have assumed

B-1 The genuineness of all signatures;

B-2 The authenticity of the originals of the documents submitted to us;

B-3 The conformity to authentic originals of any documents submitted to us as copies; and

B-4 As to matters of fact, the truthfulness of the representations made in the Registration Statement and the included Prospectus, the Indenture, and in certificates of public officials and officers of Dycom Investments, Inc. and Locating.

C. Opinions

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February 26, 2013

Page 3

Based on the foregoing examinations and assumptions and subject to the qualifications and exclusions stated below, we are of the opinion that:

C-1 Locating is a corporation validly existing under Washington law.

C-2 Locating has corporate power and authority to enter into, and to perform its obligations under, the Opinion Documents and the Exchange Guarantee.

C-3 Locating has authorized, by all necessary corporate action on the part of Locating, the execution and delivery of, and the performance of the transactions contemplated by, the Opinion Documents and the Exchange Guarantee, and Locating has duly executed and delivered the Indenture.

D. Exclusions

We express no opinion as to the following:

D-1 The accuracy, correctness or completeness of any statement in the Registration Statement.

This opinion letter is delivered only as of its date and without any undertaking to advise you of any changes of law or fact that occur after the date of this opinion letter even though the changes may affect the legal analysis, a legal conclusion or information confirmed in this opinion letter.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations promulgated thereunder. Subject to the foregoing, this opinion letter is rendered to you and may be relied upon by Shearman & Sterling LLP as your legal counsel, and is for your benefit and for reliance of Shearman & Sterling LLP in connection with the Exchange Offer. This opinion letter may not be used or relied on for any other purpose without our prior written consent.

Very truly yours,

/s/ Davis Wright Tremaine LLP

EX-5.6

Exhibit 5.6

[Letterhead of Fennemore Craig, P.C.]

February 26, 2013

Dycom Investments, Inc.

11770 U.S. Highway 1, Suite 101

Palm Beach Gardens, Florida 33408

RE: That certain registration statement on Form S-4, as amended from time to time (the “Registration Statement”), made by Dycom Investments, Inc., a Delaware corporation (the “Company”), as filed with the United States Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance of $90,000,000.00 principal amount of 7.125% Senior Subordinated Notes due 2021 (the “Exchange Notes”)

Ladies and Gentlemen:

We have been asked to render a legal opinion, as special counsel in the State of Arizona (the “State”) to Pauley Construction Inc., an Arizona corporation (“Subsidiary”), being a subsidiary of Dycom Industries, Inc., a Florida corporation (“Dycom”), which is the parent corporation of the Company, in connection with the Registration Statement and the prospectus forming a part of the Registration Statement. Unless otherwise defined herein or unless the context requires otherwise, capitalized terms defined in the Registration Statement shall have the same meaning when used herein.

In connection with rendering our opinion, we have examined the following documents:

a. The Registration Statement;

b. The Indenture dated January 21, 2011 (the “Indenture”) among the Company, the guarantors party thereto and U.S. National Bank Association, as Trustee;

c. The Second Supplemental Indenture dated December 12, 2012 (the “Second Supplemental Indenture”) among Subsidiary, the Company, the other guarantors party thereto and U.S. National Bank Association, as Trustee;

d. The Third Supplemental Indenture dated February 26, 2013 (the “Third Supplemental Indenture”) among Subsidiary, the Company, the other guarantors party thereto and U.S. National Bank Association, as Trustee; and

e. The form of Notation of Guarantee (the “Notation of Guarantee”).

1

The Indenture, Second Supplemental Indenture, Third Supplemental Indenture and Notation of Guarantee are herein collectively referred to as the “Documents.” We have been retained by Subsidiary to review the Documents only for the purpose of reviewing such documents in connection with the rendering of the opinions contained herein.

As to certain matters of fact bearing upon the opinions expressed herein, we have reviewed and relied on:

(i) Articles of Incorporation of Subsidiary dated April 18, 1991, as filed with the State of Arizona, Office of the Corporation Commission on April 19, 1991 (the “Articles”);

(ii) Bylaws of Subsidiary dated April 18, 1991 (the “Bylaws”);

(iii) Certificate of Good Standing for Subsidiary issued on November 27, 2012, by the State of Arizona, Office of the Corporation Commission (“Good Standing Certificate”); and

(iv) Secretary’s Certificate dated December 12, 2012, Supplemental Secretary’s Certificate dated December 28, 2012, and Supplemental Secretary’s Certificate II dated February 26, 2013 (collectively, “Secretary’s Certificate”), and all exhibits attached thereto, including resolutions authorizing, among other things, the exchange offer described in the Registration Statement.

The Articles, Bylaws, Good Standing Certificate and Secretary’s Certificate are herein collectively referred to as the “Authority Documents.”

In rendering the opinions expressed herein, we have assumed the following:

(a) The representations and warranties and other statements contained in the Documents and the Authority Documents are true, correct and complete as to all matters of fact;

(b) The Registration Statement contains all disclosures of fact in a true and accurate manner as required by any Federal or state law.

(c) The Documents have been duly authorized and accepted by the parties thereto, other than Subsidiary; the Documents constitute a legally valid and binding obligations of the parties thereto, other than Subsidiary, enforceable against the parties thereto, other than Subsidiary, in accordance with their terms; and the status of the Second Supplemental Indenture, Third Supplemental Indenture and Notation of Guarantee as legally valid and binding obligations of the parties thereto, other than Subsidiary, is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities;

(d) There are no oral or written statements or agreements that modify, amend or vary, or purport to modify, amend or vary, any of the terms of the Documents;

2

(e) Purchasers will receive no interest, charges, fees or other benefits or compensation in the nature of interest in connection with the transaction except those that the Company and/or Subsidiary has agreed in writing in the Documents to pay, which includes those that are received under the Financing Transactions (as described in the Registration Statement);

(f) All signatures by the parties to the Documents, including Subsidiary, are genuine; all documents submitted to us as originals are authentic; and all documents submitted to us as conformed, photographic or electronic copies conform to the original documents; and

(g) As it relates to Subsidiary, the consideration for the guaranty described in the Registration Statement is sufficient and adequate consideration, and reasonable equivalent value has been given.

Based upon the foregoing assumptions and subject to the qualifications hereinafter set forth, it is our opinion that, as of the date hereof:

1. Based on the Authority Documents, Subsidiary is a corporation duly formed, validly existing and in good standing under the laws of the State.

2. Subsidiary has the requisite corporate power and authority to execute and deliver each of the Second Supplemental Indenture, Third Supplemental Indenture and Notation of Guarantee, and perform its obligations thereunder.

3. The transactions contemplated by the Documents, and the execution, delivery and performance by Subsidiary of its obligations under the Second Supplemental Indenture, Third Supplemental Indenture and Notation of Guarantee, have been duly authorized by all requisite corporate action of Subsidiary. The Second Supplemental Indenture and Third Supplemental Indenture have been duly executed and delivered by Subsidiary.

We express no opinion as to the validity or enforceability of any of the Documents or to the truth or accuracy of the factual statements contained in the Registration Statement.

The Documents indicate they are to be governed by the laws of the State of New York. We have no knowledge of those laws and express no opinion thereon. We are qualified to practice law in the State and we do not purport to be experts on, or to express any opinion herein concerning, any matter governed by the laws of any jurisdiction other than the laws of the State and the Federal law of the United States, except that we express no opinion as to the application or effect of any Federal or state securities or anti-trust laws, rules or regulations on or to the transaction. With respect to such law, our opinions are as to what the law is or might reasonably be expected to be at the date hereof, and we assume no obligation to revise or supplement this opinion due to any change in the law by legislative action, judicial decision or otherwise. Furthermore, nothing in this letter is intended to, and this letter shall not be deemed to, create any obligation on the part of this firm to undertake or assume any responsibility or obligation to file or record any documents, file any continuation statements, prepare or file any amendments or modifications, or take any steps or actions whatsoever after the date of this letter.

3

We do not render any opinion with respect to any matters other than those expressly set forth above. We are furnishing this opinion to the Company and its successor and assigns, and it may be relied upon by Shearman & Sterling, LLP, as the Company’s counsel, in connection with the Documents and the filing of the Registration Statement, and we hereby consent to the filing of this letter as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations promulgated thereunder.

Except as otherwise provided in the immediately preceding paragraph, this opinion may not be otherwise reproduced, quoted in whole or in part, filed publicly, or circulated, or relied upon, for any other purpose nor used in connection with any other transaction without our prior written consent.

Sincerely,

FENNEMORE CRAIG, P.C.

    /s/ Laura A. Lo Bianco

for Fennemore Craig, P.C.

CLR/LLOB

4

EX-5.7

Exhibit 5.7

[Letterhead of Kopecky Schumacher Bleakley Rosenburg PC]

February 26, 2013

Dycom Investments, Inc.

11770 U.S. Highway 1, Suite 101

Palm Beach Gardens, Florida 33408

Re: Dycom Investments, Inc.

Ladies and Gentlemen:

We have acted as special counsel in the State of Illinois to Professional Teleconcepts, Inc., an Illinois corporation (the “Illinois Guarantor” and a “Subsidiary”) in connection with the preparation and filing by Dycom Investments, Inc., a Delaware corporation (the “Company”) of a registration statement on Form S-4 (the “Registration Statement”) with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance of the Company’s 7.125% Senior Subordinated Notes due 2021 (the “Exchange Notes”) and the full and unconditional guarantees as to the payment of principal and interest on the Exchange Notes (the “Exchange Note Guarantees”) by Dycom Industries, Inc., a Florida corporation (the “Parent”), and certain other guarantors including the Illinois Guarantor (collectively, the “Subsidiary Guarantors,” and, together with the Parent, the “Guarantors”). Pursuant to the prospectus forming a part of the Registration Statement (the “Prospectus”), the Company is offering to exchange (the “Exchange Offer”) up to $90,000,000 aggregate principal amount of the Exchange Notes for any and all of its unregistered 7.125% Senior Subordinated Notes due 2021 that were issued on December 12, 2012, (the “Old Notes”), which have not been registered under the Securities Act. The Exchange Notes are guaranteed, jointly and severally, on an unsecured senior subordinated basis as to payment of principal and interest by the Parent and the Subsidiary Guarantors. The Old Notes have certain transfer restrictions. The Exchange Notes will be freely transferable. The Exchange Notes and the Exchange Note Guarantees will be registered under the Securities Act as set forth in the Registration Statement and will be issued upon consummation of the Exchange Offer pursuant to the Indenture, dated as of January 21, 2011,as amended and supplemented by one or more supplemental indentures including the supplemental indentures dated December 12, 2012, and February 26, 2013, (collectively, the “Indenture”) among the Parent, the Company, the Subsidiary Guarantors (including the Illinois Guarantor) and U.S. Bank National Association, as trustee (the “Trustee”).

For purposes of giving the opinion hereinafter set forth, we have examined:

1. An authenticated copy of the Illinois Guarantor’s Articles of Incorporation, as filed with the Office of the Secretary of State of the State of Illinois (the “Secretary of State”) on September 30, 1991, as subsequently corrected on January 31, 1997;

2. An authenticated copy of the Illinois Guarantor’s Articles of Merger, as filed with the Secretary of State, on December 31, 2007, with the Illinois Guarantor being the surviving party governed by the laws of the State of Illinois;

3. The Illinois Guarantor’s By-laws, dated January 1, 2005, as in effect on the date hereof;

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4. Resolutions of the Board of Directors Adopted by Unanimous Written Consent In Lieu of Meeting of Professional Teleconcepts, Inc., dated December 5, 2012, and February 26, 2013, approving its execution, delivery and performance of the Transaction Agreements (as defined below) to which it is a party;

5. An authenticated Certificate of Good Standing from the Secretary of State for the Illinois Guarantor, dated November 29, 2012;

6. The Supplemental Secretary’s Certificate II, dated February 26, 2013;

7. The Indenture;

8. The form of Notation of Exchange Guarantee; and

9. The form of the Registration Statement.

The documents referred to in (1) through (4) above are collectively referred to with respect to the Illinois Guarantor as the “Organizational Documents.” The documents referred to in (7) and (8) above are together referred to as the “Transaction Documents” and individually as a “Transaction Document.”

For purposes of this opinion we have not reviewed any documents other than the documents listed in (1) through (9) above. In particular, we have not conducted any independent investigation beyond our review of the documents listed in (1) through (9) above, and we have not reviewed any document (other than the documents listed in (1) through (9) above) that is referred to or incorporated by reference into the documents reviewed by us. Moreover, as to certain facts material to the opinions expressed herein, we have relied upon the representations and warranties contained in the documents and certificates examined by us. We have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of documents submitted to us as originals, and the conformity to the originals of all documents submitted to us as copies.

The laws upon which our opinions are based upon and are limited to the laws of the State of Illinois (hereinafter referred to as the “Laws”).

Based on the foregoing, and having regard for legal considerations that we deem relevant, we are of the following opinions:

1. The Illinois Guarantor is an entity validly existing and in good standing under the laws of the State of Illinois, which is the state of the Illinois Guarantor’s organization;

2. The Illinois Guarantor has taken all action necessary to authorize the execution, delivery, and performance of each Transaction Document; and

3. The Illinois Guarantor has the corporate power to execute and deliver each Transaction Document and to create and perform its obligations thereunder; and

4. The Indenture has been duly executed and delivered by the Illinois Guarantor.

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Page 3

We have not been asked to, and do not, render any opinion with respect to any matters except as expressly set forth above. The opinions expressed herein are limited to matters governed by the laws of the State of Illinois. To the extent the Transaction Documents are or may be governed by the laws of any state or sovereign other than Illinois, including the United States of America, we offer no opinion. We express no opinion as to the accuracy, correctness, or completeness of any statement in the Registration Statement.

This opinion speaks only as of the date hereof and as of the earlier dates expressly addressed above. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this opinion letter that might affect the opinion expressed herein, whether or not brought to our attention.

We hereby consent to the filing of this opinion as an exhibit to the 2012 Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations promulgated thereunder. Subject to the foregoing, this opinion letter is provided to you and may be relied upon by Shearman & Sterling LLP, New York, New York, as your legal counsel, and is for your benefit and for reliance of Shearman & Sterling LLP only in connection with the transaction referenced in the first paragraph. This opinion letter may not be used or relied on for any other purpose without our prior written consent.

Sincerely yours,

Kopecky Schumacher Bleakley Rosenburg PC

By: /s/ Elizabeth A. Bleakley

        Elizabeth A. Bleakley, Principal

EX-5.8

Exhibit 5.8

[Liskow & Lewis letterhead]

February 26, 2013

Dycom Investments, Inc.

11770 U.S. Highway 1, Suite 101

Palm Beach Gardens, Florida 33408

Re: Dycom Investments, Inc.

Ladies and Gentlemen:

We have acted as special Louisiana counsel to Dycom Investments, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a registration statement on Form S-4 (the “Registration Statement”) with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance of the Company’s 7.125% Senior Subordinated Notes due 2021 (the “Exchange Notes”) and the full and unconditional guarantees as to the payment of principal and interest on the Exchange Notes (the “Exchange Note Guarantees”) by Dycom Industries, Inc., a Florida corporation (the “Parent”), and certain other entities, including Point to Point Communications, Inc., a Louisiana corporation (the “Louisiana Guarantor”; collectively, the “Subsidiary Guarantors,” and, together with the Parent, the “Guarantors”). Pursuant to the prospectus forming a part of the Registration Statement (the “Prospectus”), the Company is offering to exchange (the “Exchange Offer”) up to $90,000,000 aggregate principal amount of Exchange Notes for a like amount of its outstanding 7.125% Senior Subordinated Notes due 2021 issued on December 12, 2012 (the “Old Notes”), which have not been registered under the Securities Act, and to exchange the Exchange Note Guarantees for the full and unconditional guarantees as to the payment of principal and interest on the Old Notes by the Guarantors. The Exchange Notes and the Exchange Note Guarantees will be or are registered under the Securities Act as set forth in the Registration Statement and will be issued upon consummation of the Exchange Offer pursuant to an indenture, dated as of January 21, 2011, as amended and supplemented (the “Indenture”), among the Parent, the Company, certain of the Subsidiary Guarantors and U.S. Bank National Association, as trustee (the “Trustee”), including specifically that certain Third Supplemental Indenture dated as of February 26, 2013 (the “Third Supplemental Indenture”)

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In our capacity as special Louisiana counsel to the Company, we have reviewed originals or copies of the following documents: the Indenture, including the Exchange Note Guarantee by the Louisiana Guarantor, and the Third Supplemental Indenture (the “Opinion Documents”).

We have also reviewed the following:

(a) the Registration Statement;

(b) the Articles of Incorporation of the Louisiana Guarantor, certified by the Secretary of State of the State of Louisiana, as in effect on January 19, 2011;

(c) a true and correct copy of the Bylaws of Louisiana Guarantor;

(d) resolutions of the Board of Directors of the Louisiana Guarantor adopted by Unanimous Consent, dated November 27, 2012;

(e) resolutions of the Board of Directors of the Louisiana Guarantor adopted by Unanimous Consent, dated February 26, 2013; and

(f) a certificate from the Secretary of State of the State of Louisiana dated February 6, 2013 as to the good standing of the Louisiana Guarantor under the laws of the State of Louisiana.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Louisiana Guarantor and such agreements, certificates of public officials, certificates of officers or other representatives of the Louisiana Guarantor and others, and such other documents, certificates and records, as we have deemed necessary or appropriate as a basis for the opinions set forth herein. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as certified or photostatic copies. As to any facts material to the opinions and statements expressed herein that we did not independently establish or verify, we have relied, to the extent we deem appropriate, upon statements, representations and certifications of officers and other representatives of the Louisiana Guarantor, and statements and certifications of public officials and others.

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:

1. The Louisiana Guarantor is validly existing as a corporation and in good standing under the laws of the State of Louisiana.

2. The Opinion Documents have been duly authorized by the Louisiana Guarantor, and the Indenture has been duly executed and delivered by the Louisiana Guarantor.

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Page 3

3. The Louisiana Guarantor has the power and authority to create the obligations applicable to the Louisiana Guarantor under the Opinion Documents.

Our opinions expressed above are subject to the following qualification: our opinions are limited to the applicable laws of the State of Louisiana, and we do not express any opinion herein concerning any other law.

This opinion letter is rendered to you in connection with the Exchange Offer, and may be relied upon by Shearman & Sterling LLP in connection with or as support for its opinions rendered in connection with the Exchange Offer. This opinion letter may not be relied upon by you for any other purpose without our prior written consent.

This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter that might affect the opinions expressed herein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Liskow & Lewis

Liskow & Lewis,

A Professional Law Corporation

EX-5.9

Exhibit 5.9

[Letterhead of Potter Anderson & Corroon LLP]

February 26, 2013

Dycom Investments, Inc.

11770 U.S. Highway 1, Suite 101

Palm Beach Gardens, Florida 33408

Re: Each of the Entities Listed on Schedule A Attached Hereto

Ladies and Gentlemen:

At your request, we have acted as special Delaware counsel for the limited purpose of rendering opinions as to matters of Delaware law with respect to each of the Delaware corporations and the Delaware limited liability companies listed on Schedule A attached hereto (collectively, the “Dycom Subsidiaries” and individually, a “Dycom Subsidiary”) regarding (i) the Indenture, dated as of January 21, 2011 (the “Indenture”), by and among Dycom Investments, Inc. (the “Company”), the guarantors party thereto and U.S. Bank National Association, as the Trustee (as defined therein, the “Trustee”), (ii) the Second Supplemental Indenture, dated as of December 12, 2012 (the “Second Supplemental Indenture”), by and among the Company, the Dycom Subsidiaries, the other guarantors party thereto and the Trustee, (iii) the Third Supplemental Indenture, dated as of February 26, 2013 (the “Third Supplemental Indenture”), by and among the Company, the Guarantors (as defined therein) and the Trustee, and (iv) the Exchange Note Guarantees, as contemplated by the Exchange and Registration Rights Agreement, dated December 12, 2012 (the “Exchange Guarantees”), by and among the Issuer (as defined therein), the guarantors party thereto and the Purchasers (as defined therein).

For purposes of giving the opinions hereinafter set forth, we have examined:

1. A certified copy of the Certificate of Incorporation of each Dycom Subsidiary that is a Delaware corporation on the date hereof (each, a “Corporation”), as filed with the Office of the Secretary of State of the State of Delaware (the “Secretary of State”) on the date set forth opposite such Corporation’s name on Schedule B attached hereto (as to each such Corporation, its “Original Certificate of Incorporation”);

2. A certified copy of any amendment to, or restatement of, the Original Certificate of Incorporation of any Corporation as set forth opposite such Corporation’s name on Schedule B attached hereto;

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3. The By-laws for each Corporation, as in effect on the date hereof;

4. A certified copy of the Certificate of Formation of each Dycom Subsidiary that is a Delaware limited liability company (each, an “LLC”), as filed with the Secretary of State on the date set forth opposite such LLC’s name on Schedule C attached hereto (as to each such LLC, its “Original Certificate of Formation”);

5. A certified copy of any amendment to, or restatement of, the Original Certificate of Formation of any LLC as set forth opposite such LLC’s name on Schedule C attached hereto;

6. The Limited Liability Company Agreement of each LLC, as in effect on the date hereof;

7. The Assignment and Assumption of Limited Liability Company Interests, dated as of December 3, 2012, by and between InfraSource FI, LLC (“InfraSource”), and PBG Acquisition III, LLC (“PBG”), transferring the sole limited liability company interest in Blair Park Services, LLC;

8. The Assignment and Assumption of Limited Liability Company Interests, dated as of December 3, 2012, by and between InfraSource and PBG, transferring the sole limited liability company interest in Parkside Utility Construction, LLC (formerly known as InfraSource Telecommunication Services, LLC);

9. The Assignment and Assumption of Limited Liability Company Interests, dated as of December 3, 2012, by and between Spalj Construction Company and PBG, transferring the sole limited liability company interest in Tjader, L.L.C.;

10. Resolutions of the Board of Directors or the Sole Member, as applicable, of each Dycom Subsidiary approving its execution, delivery and performance of the Agreements (as defined below) to which it is a party;

11. Certificates, dated as of December 12, 2012, December 28, 2012 and February 26, 2013, certifying as to, among other things, the organizational documents of each Dycom Subsidiary, the authorizing resolutions of the Board of Directors or the Sole Member, as applicable, of such Dycom Subsidiary, and certain factual matters stated therein (each, an “Officer Certificate”);

12. A Certificate of Good Standing for each Dycom Subsidiary, dated February 26, 2013, obtained from the Secretary of State;

13. The Indenture;

14. The Second Supplemental Indenture;

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February 26, 2013

Page 3

15. The Third Supplemental Indenture;

16. The Exchange Guarantees; and

17. The Registration Statement on Form S-4 filed with the Securities and Exchange Commission by the Company on December 28, 2012 pursuant to the Securities Act of 1933, as amended, covering, among other things, the guarantees by the Dycom Subsidiaries of debt securities offered from time to time by affiliates thereof, and the first amendment thereto (the “Registration Statement”).

The documents referred to in (1) through (3) above are collectively referred to with respect to each Corporation as the “Corporation Organizational Documents.” The documents referred to in (4) through (6) above are collectively referred to with respect to each LLC as the “LLC Organizational Documents.” The documents referred to in (7) through (9) above are collectively referred to as the “Assignment Agreements.” The documents referred to in (13) through (16) above are collectively referred to as the “Transaction Documents” and individually as a “Transaction Document.” The documents referred to in (6) through (9) and (13) through (16) above are collectively referred to as the “Agreements” and individually as an “Agreement.”

For purposes of this opinion we have not reviewed any documents other than the documents listed in (1) through (17) above. In particular, we have not conducted any independent investigation beyond our review of the documents listed in (1) through (17) above, and we have not reviewed any document (other than the documents listed in (1) through (17) above) that is referred to or incorporated by reference into the documents reviewed by us. Moreover, as to certain facts material to the opinions expressed herein, we have relied upon the representations and warranties contained in the documents and certificates examined by us.

Based upon the foregoing, and upon an examination of such questions of law of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

A. Each Corporation (a) is validly existing as a corporation in good standing under the laws of the State of Delaware, and (b) has the requisite corporate power, authority and legal right to enter into and deliver the Transaction Documents to which it is a party and to perform its obligations thereunder.

B. Each LLC (a) is validly existing as a limited liability company in good standing under the laws of the State of Delaware, and (b) has the requisite limited liability company power, authority and legal right to enter into and deliver the Transaction Documents to which it is a party and to perform its obligations thereunder.

C. The execution, delivery and performance by each Dycom Subsidiary of the Transaction Documents to which it is a party and the incurrence of its obligations

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Page 4

thereunder, and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate or limited liability company action, as applicable, on behalf of such Dycom Subsidiary.

D. Each of the Indenture, the Second Supplemental Indenture, and the Third Supplemental Indenture to which each Dycom Subsidiary is a party (i) has been duly executed by such Dycom Subsidiary, and (ii) assuming its presentation to the other parties thereto with no conditions, express or implied, regarding the effect of such presentation, has have been duly delivered by such Dycom Subsidiary.

All of the foregoing opinions contained herein are subject to the following assumptions, qualifications, limitations and exceptions:

a. The foregoing opinions are limited to the laws of the State of Delaware presently in effect, excluding the securities provisions thereof. We have not considered and express no opinion on the laws of any other jurisdiction, including, without limitation, federal laws and rules and regulations relating thereto.

b. We have assumed the due authorization, execution and delivery by each party thereto (exclusive of the Dycom Subsidiaries to the extent set forth in Paragraphs C and D above) of each document examined by us, and that each of such parties (exclusive of the Dycom Subsidiaries, to the extent set forth in Paragraphs A and B above) has the full power, authority, and legal right to execute, deliver and perform each such document. We also have assumed that each of the entities party to each of the Agreements has been duly formed, and that the Agreements to which each such entity is a party do not result in the breach of the terms of, and do not contravene its constituent documents or any law, rule or regulation applicable to it. We have further assumed that each of the entities party to each of the Agreements (exclusive of the Dycom Subsidiaries, to the extent set forth in Paragraphs A and B above) is validly existing and, if applicable, in good standing under the laws of its jurisdiction of organization. We have assumed that any amendment or restatement of any document reviewed by us has been accomplished in accordance with, and was permitted by, the relevant provisions of applicable law and the relevant provisions of such document prior to its amendment or restatement from time to time. We also have assumed the legal capacity of any natural persons who are signatories to any of the documents examined by us.

c. We have assumed that all signatures on documents examined by us are genuine, that all documents submitted to us as originals are authentic and that all documents submitted to us as copies conform to the originals.

d. We have assumed that each Agreement constitutes the legal, valid, binding and enforceable obligation of each of the parties thereto under the stated law of governance thereof.

e. We have assumed that each statement in each Officer Certificate was true and complete when made and remains true and complete as of the date hereof.

Dycom Investments, Inc.

February 26, 2013

Page 5

f. Except as expressly set forth above, we express no opinion on any document that is referred to or incorporated by reference into the documents reviewed by us.

g. This opinion is limited to (i) the present laws of the State of Delaware, (ii) present judicial interpretations of the matters described in clause (i), and (iii) the facts as they currently exist. We assume no obligation to revise or supplement this opinion if any applicable laws change after the date of this opinion by legislative action, judicial decision, or otherwise, or if we become aware of any facts that might change the opinions expressed above after the date of this opinion.

We consent to the filing of this opinion letter with the Securities and Exchange Commission as an exhibit to the Registration Statement. In giving the foregoing consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. In addition, Shearman & Sterling LLP may rely on this opinion in connection with any legal opinion being rendered by the same on the date hereof with respect to the matters set forth herein.

Very truly yours,

/s/ Potter Anderson & Corroon LLP

1087444

Schedule A

Ansco & Associates, LLC

Apex Digital, LLC

Blair Park Services, LLC

Broadband Express, LLC

Broadband Installation Services, LLC

C-2 Utility Contractors, LLC

Cable Connectors, LLC

CableCom, LLC

CableCom of California, Inc.

Can-Am Communications, Inc.

Cavo Broadband Communications, LLC

CCLC, Inc.

CertusView Leasing, LLC

Communications Construction Group, LLC

Dycom Capital Management, Inc.

Dycom Corporate Identity, Inc.

Dycom Identity, LLC

Ervin Cable Construction, LLC

Global Enercom Management, Inc.

Golden State Utility Co.

Ivy H. Smith Company, LLC

Kanaan Communications, LLC

Lambert’s Cable Splicing Company, LLC

Midtown Express, LLC

NeoCom Solutions Holdings, LLC

Nichols Construction, LLC

Niels Fugal Sons Company, LLC

Niels Fugal Sons Company of California, Inc.

North Sky Communications, Inc.

OSP Services, LLC

Parkside Site & Utility Company Corporation

Parkside Utility Construction, LLC

PBG Acquisition III, LLC

Precision Valley Communications of Vermont, LLC

Prince Telecom, LLC

Prince Telecom of California, Inc.

RJE Telecom, LLC

RJE Telecom of California, Inc.

Spalj Construction Company

Spectrum Wireless Solutions, Inc.

Star Construction, LLC

Stevens Communications, LLC

TCS Communications, LLC

Tesinc, LLC

Tesinc of California, Inc.

Tjader, L.L.C.

Triple-D Communications, LLC

Underground Specialties, LLC

VCI Construction, Inc.

VCI Utility Services, Inc.

White Mountain Cable Construction, LLC

Schedule B

Company Name	Date of Filing of Original Certificate of Incorporation	Amendments to or Restatements of the Original Certificate of Incorporation and the Dates of Filing Thereof
CableCom of California, Inc.	November 15, 2002	Certificate of Change of Registered Agent filed January 23, 2003
Can-Am Communications, Inc.	June 1, 1987	Certificate of Amendment filed June 19, 1987 Certificate of Merger filed January 13, 1989 Certificate of Change of Registered Agent filed October 27, 1989 Certificate of Amendment filed August 12, 1991 Certificate of Amendment filed November 15, 1996 Certificate of Designations, Preferences and Rights of Class A Common Stock $.01 Par Value filed November 15, 1996 Certificate of Amendment filed May 9, 1997 Certificate of Amendment filed May 31, 2000 Certificate of Designations of Participating Preferred Stock filed November 28, 2001 Certificate of Ownership and Merger filed February 21, 2002

		Certificate of Amendment filed April 1, 2003 Certificate of Merger filed November 7, 2008
CCLC, Inc.	February 16, 2000	Certificate of Change of Registered Agent filed November 22, 2002 Certificate of Change of Registered Agent filed January 3, 2013
Dycom Capital Management, Inc.	November 15, 2002	Certificate of Change of Registered Agent filed December 3, 2003
Dycom Corporate Identity, Inc.	November 15, 2002	Certificate of Change of Registered Agent filed December 3, 2003
Global Enercom Management, Inc.	March 3, 1999	Certificate of Merger filed May 28, 1999 Certificate of Amendment filed August 23, 2002 Certificate of Change of Registered Agent filed November 22, 2002 Certificate of Change of Registered Agent filed January 3, 2013
Golden State Utility Co.	April 3, 1998	Certificate of Merger filed April 15, 1998 Certificate of Change of Registered Agent filed November 27, 2002 Certificate of Merger filed December 31, 2003 Certificate of Correction filed February 3, 2005 Certificate of Correction filed February 9, 2005 Certificate of Change of Registered Agent filed January 3, 2013
Niels Fugal Sons Company of California, Inc.	November 15, 2002	Certificate of Change of Registered Agent filed January 23, 2003
North Sky Communications, Inc.	June 3, 1999	Certificate of Merger filed July 15, 1999 Certificate of Change of Registered Agent filed

		November 22, 2002
Parkside Site & Utility Company Corporation	July 26, 1999	Certificate of Change of Registered Agent filed January 3, 2013 Certificate of Merger filed December 20, 2000 Certificate of Change of Registered Agent filed November 27, 2002 Certificate of Change of Registered Agent filed January 3, 2013
Prince Telecom of California, Inc.	October 14, 2009
RJE Telecom of California, Inc.	October 19, 2004	Certificate of Correction filed on January 21, 2005
Spalj Construction Company	April 6, 1998	Certificate of Merger filed May 5, 1998 Certificate of Merger filed October 4, 1999 Certificate of Merger filed December 29, 1999 Agreement of Merger filed December 29, 1999 Certificate of Merger filed July 17, 2000 Certificate of Change of Registered Agent filed November 27, 2002 Certificate of Merger filed December 31, 2003 Certificate of Merger filed December 31, 2007 Certificate of Merger filed December 24, 2008 Certificate of Change of Registered Agent filed January 3, 2013
Spectrum Wireless Solutions, Inc.	June 3, 1999	Certificate of Amendment filed October 19, 1999 Certificate of Change of Registered Agent filed November 22, 2002 Certificate of Merger filed

		December 23, 2010 Certificate of Change of Registered Agent filed January 3, 2013 Certificate of Amendment filed January 29, 2013
Tesinc of California, Inc.	November 15, 2002	Certificate of Change of Registered Agent filed January 23, 2003
VCI Construction, Inc.	October 22, 1998	Certificate of Merger filed March 9, 1999 Certificate of Change of Registered Agent filed November 27, 2002 Certificate of Merger filed December 23, 2011 Certificate of Change of Registered Agent filed January 3, 2013
VCI Utility Services, Inc.	November 1, 2012	Certificate of Change of Registered Agent filed January 3, 2013

Schedule C

LLC Name	Date of Filing of Original Certificate of Formation	Amendments to or Restatements of the Original Certificate of Formation and the Dates of Filing Thereof
Ansco & Associates, LLC	November 15, 2002	Certificate of Amendment filed January 23, 2003 Certificate of Merger, filed March 31, 2003
Apex Digital, LLC	November 15, 2002	Certificate of Amendment filed January 23, 2003 Certificate of Merger filed March 31, 2003 Certificate of Merger filed November 7, 2008
Blair Park Services, LLC	September 18, 2006	Certificate of Merger, filed December 28, 2006 Certificate of Amendment filed October 10, 2007 Certificate of Change of Registered Agent filed January 3, 2013
Broadband Express, LLC	September 12, 2008 (Simultaneously with the filing of a Certificate of Conversion)
Broadband Installation Services, LLC	September 12, 2008 (Simultaneously with the filing of a Certificate of Conversion)
C-2 Utility Contractors, LLC	December 11, 2002	Certificate of Merger filed March 31, 2003
Cable Connectors, LLC	November 15, 2002	Certificate of Amendment filed January 23, 2003 Certificate of Merger filed March 31, 2003
CableCom, LLC	December 11, 2002	Certificate of Merger filed December 29, 2003
Cavo Broadband Communications, LLC	March 15, 2007	Certificate of Amendment filed April 13, 2007

CertusView Leasing, LLC	May 22, 2008	Certificate of Amendment filed July 25, 2008 Certificate of Amendment filed July 1, 2009
Communications Construction Group, LLC	November 15, 2002	Certificate of Amendment filed January 23, 2003 Certificate of Merger filed March 31, 2003
Dycom Identity, LLC	March 21, 2003
Ervin Cable Construction, LLC	November 15, 2002	Certificate of Amendment filed January 23, 2003 Certificate of Merger filed March 28, 2003
Ivy H. Smith Company, LLC	November 15, 2002	Certificate of Amendment filed January 23, 2003 Certificate of Merger filed December 29, 2003
Kanaan Communications, LLC	November 10, 2011
Lambert’s Cable Splicing Company, LLC	December 11, 2002	Certificate of Merger filed March 31, 2003 Certificate of Amendment filed December 16, 2005 Certificate of Merger filed November 7, 2008
Midtown Express, LLC	September 12, 2008 (Simultaneously with the filing of a Certificate of Conversion)
NeoCom Solutions Holdings, LLC	December 9, 2010	Amended and Restated Certificate of Formation filed January 24, 2011 Certificate of Merger filed February 11, 2011
Nichols Construction, LLC	December 11, 2002	Certificate of Merger filed March 31, 2003
Niels Fugal Sons Company, LLC	December 11, 2002	Certificate of Merger

		filed March 31, 2003
OSP Services, LLC	August 4, 2004	Certificate of Amendment filed September 15, 2004
Parkside Utility Construction, LLC	December 14, 2007	Certificate of Change of Registered Agent filed January 3, 2013 Certificate of Ownership and Merger filed January 29, 2013
PBG Acquisition III, LLC	August 12, 2011
Precision Valley Communications of Vermont, LLC	November 15, 2002	Certificate of Amendment filed January 23, 2003 Certificate of Merger filed March 31, 2003
Prince Telecom, LLC	September 12, 2008 (Simultaneously with the filing of a Certificate of Conversion)
RJE Telecom, LLC	August 5, 2004	Amended & Restated Certificate of Formation filed August 6, 2004 Certificate of Amendment filed September 15, 2004
Star Construction, LLC	November 15, 2002	Certificate of Amendment filed January 23, 2003 Certificate of Merger filed March 31, 2003
Stevens Communications, LLC	December 11, 2002	Certificate of Merger filed March 31, 2003
TCS Communications, LLC	November 15, 2002	Certificate of Amendment filed January 23, 2003
Tesinc, LLC	November 15, 2002	Certificate of Amendment filed January 23, 2003 Certificate of Merger filed April 23, 2004
Tjader, L.L.C.	July 6, 2000	Certificate of Amendment filed November 27, 2002 Certificate of Change of Registered Agent filed January 3, 2013
Triple-D Communications, LLC	November 15, 2002	Certificate of Amendment filed January 23, 2003 Certificate of Merger filed March 31, 2003
Underground Specialties, LLC	November 15, 2002	Certificate of Amendment filed January 23, 2003
White Mountain Cable Construction, LLC	November 15, 2002	Certificate of Amendment filed January 23, 2003

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Amendment No. 1 to Registration Statement No. 333-185746 on Form S-4 of our reports dated September 4, 2012, relating to the consolidated financial statements of Dycom Industries, Inc. and subsidiaries, and the effectiveness of Dycom Industries, Inc. and subsidiaries’ internal control over financial reporting, appearing in the Annual Report on Form 10-K of Dycom Industries, Inc. for the year ended July 28, 2012, and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/S/ DELOITTE & TOUCHE LLP

Certified Public Accountants

Miami, Florida

February 26, 2013

EX-23.2

Exhibit 23.2

Consent of Independent Accountants

We consent to the use in this Registration Statement (Form S-4) of Dycom Industries, Inc. and to the incorporation by reference in the Registration Statements of Dycom Industries, Inc. on Form S-8 (Nos. 333-83658, 333-72931, 333-153345, and 333-117445) and on Form S-3 (No. 333-173059) of our report dated November 12, 2012, with respect to the combined financial statements of Quanta Services, Inc. Telecommunications Infrastructure Services Group as of December 31, 2011 and 2010, and for each of the years then ended.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

February 25, 2013