Exhibit 10.22
AMENDMENT NO. 7 TO REVOLVING CREDIT AND SECURITY AGREEMENT,
WAIVER AND CONSENT
THIS AMENDMENT NO. 7 TO REVOLVING CREDIT AND SECURITY AGREEMENT, WAIVER
AND CONSENT (this "Amendment") is made and entered into as of July 22, 2004,
between MasTec, Inc., a Florida corporation ("MasTec"), the Subsidiaries of
MasTec identified on the signature pages hereto (together with MasTec,
hereinafter collectively referred to as the "Borrowers"), the financial
institutions party from time to time to the Loan Agreement (as hereinafter
defined) (the "Lenders") and Fleet Capital Corporation, a Rhode Island
corporation, as administrative agent (the "Administrative Agent") for the
Lenders.
RECITALS:
The Borrowers, the Lenders and the Administrative Agent are parties to
a Revolving Credit and Security Agreement dated as of January 22, 2002 (as
amended and in effect on the date hereof, the "Loan Agreement"), pursuant to
which the Lenders have made certain revolving credit loans and letter of credit
accommodations to or for the benefit of the Borrowers.
The Borrowers have requested that the Lenders agree to amend the Loan
Agreement to, among other things, amend the financial covenants set forth in
Section 11.1 of the Loan Agreement.
The Borrowers have informed the Administrative Agent and the Lenders
that certain Defaults exist under the Loan Agreement by reason of the following
(collectively, the "Designated Defaults"): (i) the Borrowers' failure to deliver
timely to the Administrative Agent and the Lenders the Borrowers' unaudited
financial statements for the fiscal month and the Fiscal Year ended December 31,
2003, the Borrowers' audited financial statements for the Fiscal Year ended
December 31, 2003, and the Borrowers' unaudited financial statements for the
fiscal months ended January 31, 2004, February 29, 2004, March 31, 2004, April
30, 2004 and May 31, 2004, in each case as required by Section 10.1 of the Loan
Agreement (collectively, the "Financial Statement Defaults"); and (ii) the
dissolution of GMR Telecom, L.L.C., a Virginia limited liability company. The
Borrowers have further requested that the Lenders waive the Designated Defaults.
The Borrowers have further requested that the Lenders (a) consent to
the filing of a petition in bankruptcy in Brazil by, and the resulting
liquidation in bankruptcy of, MasTec Brasil, S.A. and (b) evidence in writing
the Lenders' consent to the prepayment in full by one or both of the Canadian
Entities of the entire unpaid principal balance of and all accrued and unpaid
interest on the Debt owing by the Canadian Entities to The Bank of Nova Scotia
("ScotiaBank") under those certain loan agreements entered into between
ScotiaBank and the Canadian Entities, which prepayments were made in April,
2004, as disclosed in advance to the Administrative Agent and the Lenders, in an
aggregate amount not in excess of $2,200,000 (the "Requested Consents").
Upon the terms and subject to the conditions hereinafter set forth,
the Lenders have agreed so to amend the Loan Agreement, to waive the Designated
Defaults and to grant the Requested Consents.
NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good
and valuable consideration, the receipt and sufficiency of which are hereby
severally acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. DEFINITIONS. All capitalized terms used in this Amendment, unless
otherwise defined herein, shall have the meaning ascribed to such terms in the
Loan Agreement.
2. AMENDMENTS TO LOAN AGREEMENT. Subject to the provisions of Section 5
of this Amendment, the Loan Agreement is hereby amended as follows:
(a) By deleting the definition of "DirecTV Concentration Percentage"
set forth in Section 1.1 of the Loan Agreement and by substituting the following
new definition in lieu thereof:
"DIRECTV CONCENTRATION PERCENTAGE" means 20%, or such lesser
percentage as the Administrative Agent may in its reasonable credit
judgment determine from time to time.
(b) By deleting Section 8.7(a) of the Loan Agreement and by
substituting the following new Section 8.7(a) in lieu thereof:
Section 8.7 OWNERSHIP AND DEFENSE OF TITLE.
(a) Except for Permitted Liens, the Borrowers shall be or
shall cause another Loan Party to be at all times the sole owners or
lessees of each and every item of Collateral and shall not create nor
permit any other Loan Party to create any lien on, or sell, lease,
exchange, assign, transfer, pledge, hypothecate, grant a security
interest or security title in or otherwise dispose of, any of the
Collateral or any interest therein, except for (i) sales of Inventory
in the ordinary course of business, for cash or on open account or on
terms of payment ordinarily extended to its customers, (ii) sales of
the Real Estate described in column 3 on ANNEX D, (iii) sales of
Inventory other than in the ordinary course of business and of
Equipment and other capital assets (other than the Real Estate
described in clause (ii) above) having an aggregate value (determined
at the higher of net book value and fair market value) not to exceed
$5,000,000 (or 100% of the capital stock of a Subsidiary, the value of
all assets of which (determined at the higher of net book value and
fair market value) does not exceed $5,000,000) in any Fiscal Year, (iv)
sales during the period commencing on the Amendment No. 5 Effective
Date and ending on June 30, 2004, of excess or obsolete Equipment no
longer used or useful in the business of the Borrowers having an
aggregate net book value not to exceed $7,000,000, (v) sales during
Fiscal Year 2004 (in addition to sales of Equipment or other capital
assets during Fiscal Year 2004 permitted under clauses (iii) and (iv)
above) of excess or obsolete Equipment no longer used or useful in the
business of the Borrowers having an aggregate value (determined at the
higher of net book value and fair market value) not to exceed
$1,000,000, and (v) dispositions that are otherwise expressly permitted
under this Agreement, any Security Document, or any Subsidiary Security
Agreement.
(c) By deleting Section 8.12(g) of the Loan Agreement and by
substituting the following new Section 8.12(g) in lieu thereof:
(g) ADDITIONAL INFORMATION. If, at any time, the
Administrative Agent requests that the Borrowers deliver the schedules
and certificates described in SECTIONS 8.12(A),
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(B), (C), (D) and (F) more or less often, on different schedules or in
greater or less detail than specified in such Sections, the Borrowers
will comply with such requests. The Borrowers will also furnish to the
Administrative Agent and each Lender such other information with
respect to the Collateral or any Borrower's financial condition or
results of operations as the Administrative Agent or any Lender may
from time to time reasonably request.
(d) By adding the following proviso immediately before the period at
the end of Section 9.1 of the Loan Agreement:
; PROVIDED, that any Foreign Subsidiary (other than a Canadian
Entity) may be dissolved, liquidated or wound up pursuant to the
applicable provisions of the laws of such Foreign Subsidiary's
jurisdiction of organization so long as (a) the Administrative Agent
shall have received, not less than 10 Business Days prior to the
effective date of any such dissolution, liquidation or winding up, each
document prepared by or on behalf of any Loan Party relating to such
dissolution, liquidation or winding up, together with such other
documents as may be reasonably requested by the Administrative Agent
(including, without limitation, legal opinions of counsel to such
Foreign Subsidiary or the Loan Parties), and (b) the Administrative
Agent shall be satisfied, in its sole discretion, that, and shall have
received a certificate of the chief executive officer of MasTec or of a
Financial Officer to the effect that, any such dissolution, liquidation
or winding up could not reasonably be expected to (i) have an adverse
effect upon the business, assets, properties, liabilities, condition
(financial or otherwise), results of operations or business prospects
of any Loan Party, (ii) have an adverse effect upon the value of the
whole or any material part of the Collateral, the Liens of the
Administrative Agent with respect to the Collateral or the priority of
any such Liens, (iii) materially impair the ability of any Loan Party
to perform its obligations under this Agreement or any of the other
Loan Documents, including repayment of any of the Secured Obligations
when due, or (iv) materially impair the ability of the Administrative
Agent or any Lender to enforce or collect the Secured Obligations or
realize upon any of the Collateral in accordance with the Loan
Documents and Applicable Law, in each case prior to the effective date
of such dissolution, liquidation or winding up.
(e) By deleting Sections 10.1(a) and (b) and by substituting the
following new Sections 10.1(a) and (b) in lieu thereof:
(a) AUDITED YEAR-END STATEMENTS. As soon as available, but in
any event within 90 days after the end of each Fiscal Year (or, in the
case of the Fiscal Year ending December 31, 2003, not later than July
29, 2004), copies of the consolidated balance sheet of MasTec and its
Consolidated Subsidiaries as at the end of such Fiscal Year and the
related consolidated statements of income, shareholders' equity and
cash flows of MasTec and its Consolidated Subsidiaries for such Fiscal
Year, and the consolidating balance sheets and related consolidating
statements of income and cash flows for MasTec's NAOperations (in the
aggregate) and, for so long as such Persons exist, for MasTec Brasil
and all other Subsidiaries taken together, in each case setting forth
in comparative form the figures for the previous Fiscal Year, and, as
to such consolidated financial statements, reported on, without
qualification, by Ernst & Young LLP or other "Big Four" independent
certified public accountants;
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(b) MONTHLY FINANCIAL STATEMENTS. As soon as available after
the end of each fiscal month, but in any event within 45 days after the
end of each month ending on or prior to September 30, 2004 (or, in the
case of the fiscal months ending December 31, 2003, January 31, 2004,
February 29, 2004, March 31, 2004 and April 30, 2004, not later than
July 15, 2004, and of the fiscal month ending May 31, 2004, no later
than July 27, 2004) and thereafter within 30 days after the end of each
month (or 45 days after the end of any such month that is the last
month of a Fiscal Quarter), copies of the unaudited consolidated
balance sheet of MasTec and its Consolidated Subsidiaries as at the end
of such month and the related unaudited consolidated statements of
income and cash flows for MasTec and its Consolidated Subsidiaries and
the consolidating balance sheets and related consolidating statements
of income and cash flows for MasTec's NAOperations (in the aggregate)
and, for so long as such Persons exist, for MasTec Brasil and all other
Subsidiaries taken together, for such month and for the portion of the
Fiscal Year through such month, certified by a Financial Officer as
presenting fairly the financial condition and results of operations of
MasTec and its Consolidated Subsidiaries and MasTec's NAOperations
(subject to normal year-end audit adjustments) for the applicable
period(s); all such financial statements to be complete and correct in
all material respects and prepared in accordance with GAAP (except,
with respect to interim financial statements, for the omission of notes
and for the effect of normal year-end audit adjustments and all audit
adjustments for the Fiscal Year ended December 31, 2003, that affect
the fiscal months ending January 31, 2004, February 29, 2004 and March
31, 2004 shall be reflected in the March 31, 2004 financial statements)
applied consistently throughout the periods reflected therein; and
(f) By deleting Sections 11.1 (a) and (b) and by substituting the
following new Sections 11.1(a) and (b) in lieu thereof:
(a) TANGIBLE NET WORTH. Permit consolidated Tangible Net Worth
of MasTec's NAOperations at any time on or after April 1, 2004, to be
less than the sum of (i) $62,000,000, PLUS (ii) an amount equal to 50%
of consolidated Net Income (but without deduction for any Net Loss) of
MasTec's NAOperations for the period from April 1, 2004, through the
date of determination, treated as a single accounting period.
(b) FIXED CHARGE COVERAGE RATIO. Permit the Fixed Charge
Coverage Ratio to be less than the ratio set forth below for the period
corresponding thereto:
Period Ratio
------ -----
The 2-calendar month period ending 1.00 to 1.00
on May 31, 2004
The 3-calendar month period ending 1.50 to 1.00
on June 30, 2004
The 4-calendar month period ending 1.75 to 1.00
on July 31, 2004
The 5-calendar month period ending 1.75 to 1.00
on August 31, 2004
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The 6-calendar month period ending 1.75 to 1.00
on September 30, 2004
The 7-calendar month period ending 2.00 to 1.00
on October 31, 2004
The 8-calendar month period 2.00 to 1.00
ending on November 30, 2004
The 9-calendar month period 2.00 to 1.00
ending on December 31, 2004
The 10-calendar month period 2.00 to 1.00
ending on January 31, 2004
The 11-calendar month period 2.00 to 1.00
ending on February 28, 2005
The 12-month period ending 2.00 to 1.00
on March 31, 2005, and each
12-month period ending on
the last day of each calendar month
thereafter
3. LIMITED WAIVER OF DESIGNATED DEFAULTS. Subject to the provisions of
Section 5 of this Amendment, the Administrative Agent and the Lenders hereby
waive the Designated Defaults in effect on the date hereof. In no event shall
the foregoing waiver be deemed to constitute a waiver of (i) any Default or
Event of Default that may exist on the date of this Amendment (other than the
Designated Defaults) or (ii) the Borrowers' respective obligations to comply
with all of the terms and conditions of the Loan Agreement and the other Loan
Documents from and after the date hereof. Notwithstanding any prior, temporary
mutual disregard of the terms of any contracts between the parties, each
Borrower hereby agrees that it shall be required strictly to comply with all of
the terms of the Loan Agreement and the other Loan Documents on and after the
date hereof.
4. LIMITED CONSENT. Subject to the provisions of Section 5 of this
Amendment, the Administrative Agent and the Lenders hereby grant the Requested
Consents.
5. CONDITIONS TO EFFECTIVENESS. The provisions of paragraphs (b) and
(f) of Section 2 of this Amendment shall become effective as of December l,
2003, and the provisions of paragraphs (a), (c), (d) and (e) of Section 2 and of
Sections 3 and 4 of this Amendment shall become effective as of the date hereof,
in each case on the date (the "Amendment No. 7 Effective Date") on which the
Administrative Agent shall have received on or before July 29, 2004: (a) a fee
in the amount of $437,500 for the Ratable account of the Lenders, which fee is
earned on the date hereof and is not subject to refund or rebate of any kind
whatsoever, and (b) the following documents, each of which shall be satisfactory
in form and substance to the Administrative Agent and in sufficient copies for
each Lender:
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(i) this Amendment duly executed and delivered by the
Borrowers, the Required Lenders and the Administrative Agent;
(ii) a certificate of the secretary or assistant secretary of
each Borrower having attached thereto the articles or certificate of
incorporation and bylaws of such Borrower (or containing the
certification of such secretary or assistant secretary that no
amendment or modification of such articles or certificate of
incorporation or bylaws has become effective since the last date on
which such documents were last delivered to the Lenders), all corporate
or company action, including shareholders' or members' approval, if
necessary, has been taken by such Borrower and/or its shareholders or
members to authorize the execution, delivery and performance of this
Amendment and to the further effect that the incumbency certificate
most recently delivered to the Lenders remains in effect, unchanged;
(iii) a certificate of the chief executive officer of MasTec
stating that, to the best of his or her knowledge and based on an
examination sufficient to enable him or her to make an informed
statement, after giving effect to the Amendment and to the revised
Schedules to the Loan Agreement delivered therewith,
(A) all of the representations and warranties made or
deemed to be made under the Loan Agreement are true and
correct on and as of the Amendment No. 7 Effective Date, and
(B) no Default or Event of Default exists;
and the Administrative Agent shall be satisfied as to the
truth and accuracy thereof;
(iv) MasTec's annual report on Form 10-K for its Fiscal Year
ended December 31, 2003, as filed with the Securities and Exchange
Commission, which annual report shall include financial statements for
MasTec and its Consolidated Subsidiaries that are reported on, without
qualification, by Ernst & Young LLP and are identical in all material
respects to the financial statements most recently delivered to the
Administrative Agent and the Lenders;
(v) evidence satisfactory to the Administrative Agent in its
sole discretion of the payment in full of all of the Debt outstanding
under the ScotiaBank Loan Agreements on or prior to the Amendment No. 7
Effective Date; and
(vi) such other documents and instruments as any Lender
through the Administrative Agent may reasonably request.
6. ESTABLISHMENT OF ADDITIONAL RESERVE. The Borrowers hereby
acknowledge and agree that, in consideration of the modifications effected by
this Amendment, the Administrative Agent will establish an Additional Reserve
against the Borrowing Base in the amount of $3,225,000. Such new Additional
Reserve shall continue in effect during the period commencing on the date hereof
and ending on the date of the Administrative Agent's and the Lenders' receipt of
the Borrowers' unaudited financial statements and the related officer's
certificate for any fiscal month ending on the last day of a Fiscal Quarter on
or after September
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30, 2004, that (i) satisfy the respective requirements of Sections 10.1(b) and
10.3 of the Loan Agreement, (ii) reflect the Borrowers' compliance with the
requirements of Sections 11.1 (as amended by this Amendment), 11.2, 11.4 and
11.5 of the Loan Agreement and the absence of any other Default or Event of
Default, in each case as at the end of such fiscal month, and (iii) reflect
Borrowers' maintenance of an Fixed Charge Coverage Ratio of not less than 2.00
to 1.00 during each of the 2 consecutive Fiscal Quarters ending on the last day
of such Fiscal Quarter. Nothing in the foregoing shall limit or restrict in any
way the right of the Administrative Agent to change the amount or the period of
effectiveness of such new Additional Reserve or to establish, change and
otherwise employ any other Additional Reserve or any other reserve from time to
time in the exercise of its reasonable credit judgment.
7. REPRESENTATIONS AND WARRANTIES. To induce the Administrative Agent
and the Lenders to enter into this Amendment, each Borrower hereby makes the
following representations and warranties to the Administrative Agent and the
Lenders, which representations and warranties shall survive the delivery of this
Amendment and the making of additional Loans under the Loan Agreement as amended
hereby:
(a) AUTHORIZATION OF AGREEMENTS. Each Borrower has the right
and power, and has taken all necessary action to authorize it, to
execute, deliver and perform this Amendment and each other agreement
contemplated hereby to which it is a party in accordance with their
respective terms. This Amendment and each other such agreement
contemplated hereby to which it is a party has been duly executed and
delivered by the duly authorized officers of such Borrower and each is,
or each when executed and delivered in accordance with this Amendment
will be, a legal, valid and binding obligation of such Borrower,
enforceable in accordance with its terms.
(b) COMPLIANCE OF AGREEMENTS WITH LAWS. The execution,
delivery and performance of this Amendment in accordance with their
respective terms do not and will not, by the passage of time, the
giving of notice or otherwise,
(i) require any Governmental Approval that has not
been obtained or violate any Applicable Law relating to such
Borrower or any of its Subsidiaries,
(ii) conflict with, result in a breach of or
constitute a default under the articles or certificate of
incorporation or by-laws or other constituent documents or any
shareholders' or members' agreement of such Borrower or any of
its Subsidiaries, any material provisions of any indenture,
agreement or other instrument to which such Borrower, any of
its Subsidiaries or any of such Borrower's or such
Subsidiaries' property may be bound or any Governmental
Approval relating to such Borrower or any of its Subsidiaries,
or
(iii) result in or require the creation or imposition
of any Lien upon or with respect to any property now owned or
hereafter acquired by such Borrower other than the Security
Interest.
8. EFFECT OF AMENDMENT. From and after the Amendment No. 7 Effective
Date, all references in the Loan Agreement and in any other Loan Document to
"this Agreement," "the Loan Agreement," "hereunder," "hereof" and words of like
import referring to the Loan Agreement, shall mean and at any time of
determination be references to the Loan Agreement as
7
amended by this Amendment. Except as expressly amended hereby, the Loan
Agreement and all terms, conditions and provisions thereof remain in full force
and effect and are hereby ratified and confirmed. The execution, delivery and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of the Administrative Agent or
any Lender under any of the Loan Documents, nor constitute a waiver of any
provision of any of the Loan Documents.
9. BREACH OF AMENDMENT. Any breach by the Borrowers of any
representation, warranty or covenant contained herein shall constitute an Event
of Default.
10. COUNTERPART EXECUTION; FACSIMILE SIGNATURES. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same agreement. Any signature delivered by a party by facsimile
transmission shall be deemed to be an original signature hereto.
11. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of Georgia without giving effect to
conflicts of law principles thereof.
12. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.
13. FURTHER ASSURANCES. The Borrowers agree to take such further
actions as any Lender through the Administrative Agent shall reasonably request
from time to time in connection herewith to evidence or give effect to the
amendments set forth herein or any of the transactions contemplated hereby.
14. SECTION TITLES. Section titles and references used in this
Amendment shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreement among the parties hereto.
15. WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, EACH OF THE PARTIES HERETO HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY
ACTION, SUIT, COUNTERCLAIM OR PROCEEDING ARISING OUT OF OR RELATED TO THIS
AMENDMENT.
16. RELEASE OF CLAIMS. TO INDUCE THE ADMINISTRATIVE AGENT AND THE
LENDERS TO ENTER INTO THIS AMENDMENT, EACH BORROWER HEREBY RELEASES, ACQUITS AND
FOREVER DISCHARGES THE ADMINISTRATIVE AGENT AND THE LENDERS, AND ALL OFFICERS,
DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS OF THE ADMINISTRATIVE AGENT
AND THE LENDERS, FROM ANY AND ALL LIABILITIES, CLAIMS, DEMANDS, ACTIONS OR
CAUSES OF ACTION OF ANY KIND OR NATURE (IF THERE BE ANY), WHETHER ABSOLUTE OR
CONTINGENT, DISPUTED OR UNDISPUTED, AT LAW OR IN EQUITY, OR KNOWN OR UNKNOWN,
THAT SUCH BORROWER NOW HAS OR EVER HAD AGAINST AGENT OR ANY LENDER ARISING UNDER
OR IN CONNECTION WITH ANY OF THE LOAN DOCUMENTS OR OTHERWISE. EACH BORROWER
REPRESENTS AND WARRANTS TO THE ADMINISTRATIVE AGENT AND THE LENDERS THAT SUCH
BORROWER HAS NOT TRANSFERRED OR ASSIGNED TO ANY PERSON ANY CLAIM THAT SUCH
BORROWER EVER HAD OR CLAIMED TO HAVE AGAINST THE ADMINISTRATIVE AGENT OR ANY
LENDER.
17. EXPENSES OF ADMINISTRATIVE AGENT. The Borrowers agree to pay, ON
DEMAND, all costs and expenses reasonably incurred by the Administrative Agent
in connection with the
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preparation, negotiation and execution of this Amendment and any other Loan
Documents executed pursuant hereto and any and all amendments, modifications,
and supplements thereto, including, without limitation, the reasonable costs and
fees of the Administrative Agent's legal counsel and any taxes or expenses
associated with or incurred in connection with any instrument or agreement
referred to herein or contemplated hereby.
[SIGNATURES BEGIN ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed under seal and delivered by their respective duly authorized
officers as of the date first written above.
FLEET CAPITAL CORPORATION,
as the Administrative Agent and as a Lender
By: /s/ Dennis S. Losin
-------------------------------------------
Name: Dennis S. Losin
-------------------------------------
Title: Senior Vice President
------------------------------------
WACHOVIA BANK, NATIONAL ASSOCIATION,
as a Lender
By: /s/ Dan Denton
-------------------------------------------
Name: Dan Denton
-------------------------------------
Title: Director
------------------------------------
LASALLE BUSINESS CREDIT, LLC,
SUCCESSOR IN INTEREST TO LASALLE BUSINESS
CREDIT, INC., as a Lender
By: /s/ Douglas Colletti
-------------------------------------------
Name: Douglas Colletti
-------------------------------------
Title: Senior Vice President
------------------------------------
JPMORGAN CHASE BANK, as a Lender
By: /s/ Jeffrey S. Ackerman
-------------------------------------------
Name: Jeffrey S. Ackerman
-------------------------------------
Title: Vice President
------------------------------------
PNC BANK, NATIONAL ASSOCIATION, as a Lender
By: /s/ Alex M. Council
-------------------------------------------
Name: Alex M. Council
-------------------------------------
Title: Vice President
------------------------------------
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BORROWERS:
MASTEC, INC.
By: /s/ Austin Shanfelter
-------------------------------------------
Austin Shanfelter
President and Chief Executive Officer
CHURCH & TOWER, INC.
By: /s/ Austin Shanfelter
-------------------------------------------
Austin Shanfelter
President and Chief Executive Officer
CHURCH & TOWER ENVIRONMENTAL, INC.
By: /s/ Austin Shanfelter
-------------------------------------------
Austin Shanfelter
President and Chief Executive Officer
CRUZ-CELL, INC.
By: /s/ Austin Shanfelter
-------------------------------------------
Austin Shanfelter
President and Chief Executive Officer
DRESSER/AREIA CONSTRUCTION, INC.
By: /s/ Austin Shanfelter
-------------------------------------------
Austin Shanfelter
President and Chief Executive Officer
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FLAIRE INCORPORATED
By: /s/ Austin Shanfelter
-------------------------------------------
Austin Shanfelter
President and Chief Executive Officer
MASTEC INTEGRATION SYSTEMS, INC.
By: /s/ Austin Shanfelter
-------------------------------------------
Austin Shanfelter
President and Chief Executive Officer
MASTEC NETWORK SERVICES, INC.
By: /s/ Austin Shanfelter
-------------------------------------------
Austin Shanfelter
President and Chief Executive Officer
MASTEC NORTH AMERICA, INC.
By: /s/ Austin Shanfelter
-------------------------------------------
Austin Shanfelter
President and Chief Executive Officer
MASTEC TELCOM & ELECTRICAL SERVICES, INC.
By: /s/ Austin Shanfelter
-------------------------------------------
Austin Shanfelter
President and Chief Executive Officer
PHASECOM AMERICA, INC.
By: /s/ Austin Shanfelter
-------------------------------------------
Austin Shanfelter
President and Chief Executive Officer
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PROTEL IND., INC.
By: /s/ Austin Shanfelter
-------------------------------------------
Austin Shanfelter
President and Chief Executive Officer
RENEGADE OF IDAHO, INC.
By: /s/ Austin Shanfelter
--------------------------------
Austin Shanfelter
President and Chief Executive Officer
S.S.S. CONSTRUCTION, INC.
By: /s/ Austin Shanfelter
-------------------------------------------
Austin Shanfelter
President and Chief Executive Officer
UPPER VALLEY UTILITIES CORP.
By: /s/ Austin Shanfelter
-------------------------------------------
Austin Shanfelter
President and Chief Executive Officer
WILDE HOLDING CO., INC.
By: /s/ Austin Shanfelter
-------------------------------------------
Austin Shanfelter
President and Chief Executive Officer
WILDE ACQUISITION CO., INC.
By: /s/ Austin Shanfelter
-------------------------------------------
Austin Shanfelter
President and Chief Executive Officer
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NORTHLAND CONTRACTING, INC.
By: /s/ Austin Shanfelter
-------------------------------------------
Austin Shanfelter
President and Chief Executive Officer
WILDE OPTICAL SERVICE, INC.
By: /s/ Austin Shanfelter
-------------------------------------------
Austin Shanfelter
President and Chief Executive Officer
MASTEC REAL ESTATE HOLDINGS, INC.
By: /s/ Austin Shanfelter
-------------------------------------------
Austin Shanfelter
President and Chief Executive Officer
MASTEC OF TEXAS, INC.
By: /s/ Austin Shanfelter
-------------------------------------------
Austin Shanfelter
President and Chief Executive Officer
MASTEC CONTRACTING COMPANY, INC.
By: /s/ Austin Shanfelter
-------------------------------------------
Austin Shanfelter
President and Chief Executive Officer
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MASTEC MINNESOTA, SW, LLC
By: /s/ Austin Shanfelter
-------------------------------------------
Austin Shanfelter
President and Chief Executive Officer
of MasTec Services Company, Inc.,
Sole Member
MASTEC SERVICES COMPANY, INC.
By: /s/ Austin Shanfelter
-------------------------------------------
Austin Shanfelter
President and Chief Executive Officer
MASTEC ASSET MANAGEMENT COMPANY, INC.
By: /s/ Austin Shanfelter
-------------------------------------------
Austin Shanfelter
President and Chief Executive Officer
MASTEC TC, INC.
By: /s/ Austin Shanfelter
-------------------------------------------
Austin Shanfelter
President and Chief Executive Officer
MASTEC FC, INC.
By: /s/ Austin Shanfelter
-------------------------------------------
Austin Shanfelter
President and Chief Executive Officer
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STACKHOUSE REAL ESTATE
HOLDINGS, INC.
By: /s/ Austin Shanfelter
-------------------------------------------
Austin Shanfelter
President and Chief Executive Officer
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