SECOND AMENDMENT TO FORBEARANCE AND MODIFICATION AGREEMENT

EXHIBIT 10.1

Execution Version

SECOND AMENDMENT TO FORBEARANCE
AND MODIFICATION AGREEMENT

     This SECOND AMENDMENT TO FORBEARANCE AND MODIFICATION AGREEMENT (this “Agreement”) is entered into as of the 31st day of January, 2002, among Arguss Communications, Inc., formerly known as Arguss Holdings, Inc. (the “Borrower”), certain guarantors of the Borrower identified on the signature pages hereto (the “Guarantors”), the Lenders (as defined below) and Bank of America, N.A., formerly NationsBank, N.A., as administrative agent for the Lenders (in such capacity, the “Agent”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth, or incorporated, in the Forbearance Agreement (as defined below).

RECITALS

     A.     The Borrower, the Agent and certain financial institutions (the “Lenders”) are parties to that certain Credit Agreement dated as of March 19, 1999 (as amended and otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have made and may hereafter make loans and advances and other extensions of credit to the Borrower.

     B.     The Borrower, the Guarantors, the Agent and the Lenders are parties to that certain Forbearance and Modification Agreement dated as of November 13, 2001, as amended by that certain Amendment to Forbearance and Modification Agreement and Waiver dated as of December 26, 2001 (as further amended and otherwise modified from time to time, the “Forbearance Agreement”), pursuant to which the Agent and the Lenders agreed to temporarily forbear from exercising their rights and remedies arising from the Acknowledged Events of Default pursuant to the terms and conditions set forth therein.

     C.     Certain additional Events of Default, other than the Acknowledged Events of Default, exist under the Credit Agreement arising from the Borrower’s failure to comply with the financial covenants set forth in Section 6.10(a), (b) and (c) of the Credit Agreement, in each case for the applicable period ending December 31, 2002 (the “Additional Events of Default”).

     D.     The Borrower has entered into that certain Agreement and Plan of Merger dated as of January 7, 2002 (the “Merger Agreement”) with Dycom Industries, Inc. (“Dycom”) and Troy Acquisition Corp., pursuant to which Dycom would acquire all of the outstanding equity of the Borrower.

     E.     The Borrower has requested that the Agent and the Lenders agree to (i) forbear from exercising any rights and remedies arising from the Additional Events of Default and (ii) extend the Forbearance Period until April 30, 2002 to allow the Borrower time to consummate the transactions contemplated by the Merger Agreement.

     F.     The Agent and the Lenders have agreed to do so, but only pursuant to the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1.     Estoppel, Acknowledgement and Reaffirmation. As of January 23, 2002, the total outstanding principal amount of Revolving Loans was not less than $51,000,000, the undrawn portion of the Stated Amount of all outstanding Letters of Credit was $3,000,000 and the total outstanding principal amount under the Term Loan was not less than $10,750,000, which amounts constitute valid and subsisting obligations of the Borrower to the Lenders that are not subject to any credits, offsets, defenses, claims, counterclaims or adjustments of any kind. The Borrower and the Guarantors hereby acknowledge their obligations under the Loan Documents and reaffirm that each of the liens and security interests created and granted in or pursuant to the Loan Documents are valid and subsisting and that this Agreement shall in no manner impair or otherwise adversely effect such liens and security interests.

     2.     Amendments to Forbearance Agreement

     3.     Interest. Notwithstanding anything to the contrary contained in the Credit Agreement, effective January 15, 2002, the “Applicable Margin” for all Base Rate Loans shall be 250 basis points per annum and the “Applicable Margin” for all Eurodollar Loans shall be 350 basis points per annum.

     4.      Additional Covenants.

     5.     Extension Fee. In consideration of the willingness of the Agent and the Lenders to enter into this Agreement, the Borrower shall be obligated to pay to the Agent, for the ratable benefit of the Lenders executing this Agreement, an extension fee in amount equal to 50 basis points of each such Lender’s current outstanding Commitment (the “Extension Fee”), which shall be deemed fully earned on the effectiveness of this Agreement. Of the Extension Fee, $100,000 shall be payable at closing of this Agreement, an additional $100,000 shall be payable February 28, 2002, an additional $100,000 shall be payable March 31, 2002, and the balance shall be payable on April 30, 2002; provided, however, that (i) the entire unpaid amount of the Extension Fee shall be immediately due and payable upon the occurrence of a Forbearance Termination Event, except as set forth in clause (ii) of this proviso, and (ii) in the event that all other obligations and liabilities of the Borrower and the Guarantors to the Agent and the Lenders under and in connection with the Loan Documents are satisfied in full, or otherwise restructured on terms and conditions acceptable to the Lenders, prior to the occurrence of a Forbearance Termination Event (or, in the case of a Forbearance Termination Event arising exclusively from the consummation of the transaction contemplated by the Merger Agreement, substantially contemporaneously with such consummation), the Lenders shall waive any portion of the Extension Fee that has not yet become payable as of the date of such satisfaction.

     6.     Expenses. Upon demand therefor, the Borrower shall pay all reasonable out-of-pocket expenses incurred by the Agent and Lenders (including without limitation the reasonable fees and out-of-pocket expenses of counsel) in connection with or related to the negotiation, drafting, and execution of this Agreement ad the transactions contemplated hereby.

     7.     Conditions Precedent. As conditions precedent to the effectiveness of this Agreement:

     8.     Representations and Warranties. The Borrower hereby represents and warrants to the Agent and Lenders that:

     9.     Release. In consideration of the willingness of the Agent and the Lenders to enter into this Agreement, the Borrower and each of the Guarantors hereby release the Agent and the Lenders, and the offices, employees, representatives, counsel, subsidiaries, affiliates, trustees and directors of each, from any and all actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or unsuspected to the extent that any of the foregoing arises from any action or failure to act on or prior to the date hereof.

     10.     Reference to and Effect on Credit Agreement. Except as specifically modified herein, the Forbearance Agreement and the other Loan Documents shall remain in full force and

effect. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Agent under any of the Loan Documents, or constitute a waiver or amendment of any provision of any of the Loan Documents, except as expressly set forth herein.

     11.     Further Assurances. The Agent, the Lenders, the Guarantors and the Borrower each agrees to execute and deliver, or to cause to be executed and delivered, all such instruments as they may reasonably request to effectuate the intent and purposes, and to carry out the terms, of this Agreement.

     12.     Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE OF MARYLAND (WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF); PROVIDED THAT THE BORROWER, THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

     13.     Miscellaneous.

     14.     Entirety. This Agreement, the Forbearance Agreement and the other Loan Documents embody the entire agreement between the parties and supersede all prior agreements and understandings, if any, relating to the subject matter hereof. This Agreement, the Forbearance

Agreement and the other Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.

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     IN WITNESS WHEREOF, this Agreement has been duly executed as of the date first written above.