EXHIBIT 10.1
SECOND AMENDMENT TO REVOLVING
CREDIT AGREEMENT
THIS SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "Second
Amendment") is made and entered into as of the 31st day of July, 1998, by and
among MASTEC, INC., a Delaware corporation (the "Parent"), its Subsidiaries
(other than Excluded Subsidiaries and members of the MasTec International Group)
listed on SCHEDULE 1 to the Credit Agreement defined below (together with the
Parent, collectively the "Borrowers"), BANKBOSTON, N.A., CREDITANSTALT CORPORATE
FINANCE, INC., FIRST UNION NATIONAL BANK OF FLORIDA, SCOTIABANC INC., THE FUJI
BANK AND TRUST COMPANY, COMERICA BANK and LTCB TRUST COMPANY (collectively, the
"Banks") and BANKBOSTON, N.A. as agent (the "Agent") for the Banks.
WHEREAS, the Borrowers, the Banks and the Agent entered into a
Revolving Credit Agreement dated as of June 9, 1997, as amended by a First
Amendment to Revolving Credit Agreement dated as of January 28, 1998 (as the
same may be further amended and in effect from time to time the "Credit
Agreement"), pursuant to which the Banks extended credit to the Borrowers on the
terms set forth therein;
WHEREAS, the Parent has informed the Banks that G.J.S. Construction
Company has merged into Shanco Corporation;
WHEREAS, the Parent has requested that the Banks consent to make
effective the provisions of ss.7.3(e)(ii) of the Credit Agreement, and the Banks
are willing to consent to make effective the provisions of ss.7.3(e)(ii) of the
Credit Agreement on the terms set forth herein;
WHEREAS, the Parent has requested certain revisions to the Credit
Agreement and the parties desire to amend the Credit Agreement on the terms set
forth herein;
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree to amend the Credit Agreement as follows:
1. DEFINITIONS. Capitalized terms used herein without definition shall
have the meanings assigned to such terms in the Credit Agreement.
2. ADDITION OF CREDITANSTALT CORPORATE FINANCE, INC. PURSUANT TO THAT CERTAIN
ASSIGNMENT AND ACCEPTANCE DATED AS OF APRIL 1, 1998, BY AND BETWEEN
CREDITANSTALT AG (F/K/A CREDITANSTALT-BANKVEREIN) AND CREDITANSTALT CORPORATE
FINANCE, INC. ("CCFI"), AS OF SUCH DATE CCFI ACCEPTED AND ASSUMED THE RIGHTS AND
OBLIGATIONS OF A BANK UNDER THE CREDIT AGREEMENT.
3. AMENDMENT TO /SECTION/1 OF THE CREDIT AGREEMENT. Effective as of
July 9, 1998, ss.1 of the Credit Agreement is hereby amended by deleting the
definition of "Commitment Percentage" in its entirety and substituting in place
thereof the following new definition:
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"COMMITMENT PERCENTAGE. With respect to each Bank, the
percentage set forth beside its name below (subject to adjustment upon
any assignments pursuant to /section/17):
BANK PERCENTAGE
---- ----------
BKB 21.6000%
First Union 20.0000%
Comerica 13.6000%
LTCB 13.6000%
Creditanstalt Corporate
Finance, Inc. 10.4000%
Fuji 10.4000%
SBI 10.4000%."
4. AMENDMENT TO /SECTION/7.3 OF THE CREDIT AGREEMENT. Section 7.3 of
the Credit Agreement is hereby amended by deleting clause (e)(ii) thereof in its
entirety and substituting in place thereof the following new clause (e)(ii):
"(ii) (A) 50% of net cash proceeds received in connection with
the issuance by the Parent of the Senior Subordinated Notes due
February 1, 2008."
5. AMENDMENT TO /SECTION/8.1 OF THE CREDIT AGREEMENT. Section 8.1 of
the Credit Agreement is hereby amended by deleting clause (b) thereof in its
entirety and substituting in place thereof the following new clause (b):
"(b) the ratio of (i) Funded Debt to (ii) EBITDA for the period of four
(4) consecutive fiscal quarters ending on such date shall not exceed
the ratio set forth opposite such date below:
DATE RATIO
--------------------------------- ------------------------
June 30, 1998 4.50:1
September 30, 1998 4.50:1
December 31, 1998 4.00:1
March 31, 1999 3.50:1
June 30, 1999 3.25:1
September 30, 1999 and 3.00:1
thereafter ."
6. AMENDMENT TO /SECTION/8.3 OF THE CREDIT AGREEMENT. Section 8.3 of
the Credit Agreement is hereby amended by deleting /section/8.3 in its entirety
and substituting in place thereof the following new /section/8.3:
"/SECTION/8.3 INTEREST COVERAGE RATIO. As of the end of any
fiscal quarter of the Borrowers commencing with the fiscal quarter
ending March 31, 1997, the ratio of (a) EBIT for the period of four (4)
consecutive fiscal quarters ending on such date to (b) Consolidated
Total Interest Expense for such period shall not be less than the ratio
set forth opposite such date below:
DATE RATIO
--------------------------------- ------------------------
June 30, 1998 3.50:1
September 30, 1998 2.50:1
December 31, 1998 2.50:1
March 31, 1999 2.75:1
June 30, 1999 3.00:1
September 30, 1999 3.25:1
December 31, 1999 3.50:1
Thereafter 4.00:1
."
7. AMENDMENT TO /SECTION/8.4 OF THE CREDIT AGREEMENT. Section 8.4 of
the Credit Agreement is hereby amended by deleting /section/8.4 in its entirety
and substituting in place thereof the following new /section/8.4:
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"/SECTION/8.4 [This section intentionally omitted.]"
8. AMENDMENT FEE. Each Bank which executed and delivered its signature
pages by 5:00 p.m. July 31, 1998 by facsimile (to be followed by originals)
shall receive from the Parent an amendment fee equal to 0.05% of such Bank's
Commitment payable to such Bank for its own account.
9. EFFECTIVENESS. This Second Amendment shall be effective as of the
date hereof, subject to the receipt by the Agent of this Second Amendment duly
and properly authorized, executed and delivered by the respective parties
hereto. This Second Amendment shall become effective upon satisfaction of each
of the following conditions:
(a) This Second Amendment shall have been executed and
delivered by the respective parties hereto;
(b) The Borrowers shall have executed and delivered an
affidavit regarding the execution of the Second Amendment outside of
the State of Florida; and
(c) Shanco Corporation shall have delivered to the Agent
copies of its certificate and/or plan of merger filed with its charter
or other incorporation documents, certified by the Secretary of State
of its jurisdictions of incorporation;
PROVIDED, however, that as of the Effective Date /section/2 of this
Second Amendment shall be deemed to have been effective as of April 1, 1998 and
/section/3 of this Second Amendment shall be deemed to have been effective as of
July 9, 1998.
10. REPRESENTATIONS AND WARRANTIES. Each of the Borrowers represents
and warrants as follows:
(a) The execution, delivery and performance of each of this
Second Amendment and the transactions contemplated hereby are within
the corporate power and authority of such Borrower and have been or
will be authorized by proper corporate proceedings, and do not (a)
require any consent or approval of the stockholders of such Borrower,
(b) contravene any provision of the charter documents or by-laws of
such Borrower or any law, rule or regulation applicable to such
Borrower, or (c) contravene any provision of, or constitute an event of
default or event which, but for the requirement that time elapse or
notice be given, or both, would constitute an event of default under,
any other material agreement, instrument or undertaking binding on such
Borrower.
(b) This Second Amendment and the Credit Agreement, as amended
as of the date hereof, and all of the terms and provisions hereof and
thereof are the legal, valid and binding obligations of such Borrower
enforceable in accordance with their respective terms except as limited
by bankruptcy, insolvency, reorganization, moratorium or other laws
affecting the enforcement of creditors' rights generally, and except as
the remedy of specific performance or of injunctive relief is subject
to the discretion of the court before which any proceeding therefor may
be brought.
(c) The execution, delivery and performance of this Second
Amendment and the transactions contemplated hereby do not require any
approval or consent of, or filing or registration with, any
governmental or other agency or authority, or any other party.
(d) The representations and warranties contained in /section/5
of the Credit Agreement are true and correct in all material respects
as of the date hereof as though made on and as of the date hereof.
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(e) No Default or Event of Default under the Credit Agreement
has occurred and is continuing.
11. RATIFICATION, ETC. Except as expressly amended hereby, the Credit
Agreement, the other Loan Documents and all documents, instruments and
agreements related thereto are hereby ratified and confirmed in all respects and
shall continue in full force and effect. This Second Amendment and the Credit
Agreement shall hereafter be read and construed together as a single document,
and all references in the Credit Agreement or any related agreement or
instrument to the Credit Agreement shall hereafter refer to the Credit Agreement
as amended by this Second Amendment.
12. GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND
SHALL TAKE EFFECT AS A SEALED INSTRUMENT IN ACCORDANCE WITH SUCH LAWS.
13. COUNTERPARTS. This Second Amendment may be executed in any number
of counterparts and by different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
counterparts taken together shall be deemed to constitute one and the same
instrument.
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IN WITNESS WHEREOF, each of the undersigned have duly executed this
Second Amendment under seal as of the date first set forth above.
THE BORROWERS:
MASTEC, INC.
By:___________________________________
Name:
Title:
[SIGNATURES CONTINUED ON NEXT PAGE]
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B & D CONTRACTORS OF SHELBY, INC.
BURNUP & SIMS OF TEXAS, INC.
HARRISON-WRIGHT CO., INC.
UTILITY PRECAST, INC.
BURNUP & SIMS TELCOM OF FLORIDA, INC.
CHURCH & TOWER ENVIRONMENTAL, INC.
CHURCH & TOWER FIBER TEL, INC.
CHURCH & TOWER, INC.
CHURCH & TOWER OF FLORIDA, INC.
CHURCH & TOWER OF TN, INC.
DESIGNED TRAFFIC INSTALLATION CO.
GDSI, INC.
KENNEDY CABLE CONSTRUCTION, INC.
LATLINK CORPORATION
LATLINK ARGENTINA, INC.
MASTEC COMTEC OF CALIFORNIA, INC.
MASTEC COMTEC OF THE CAROLINAS, INC.
MASTEC TECHNOLOGIES, INC.
MASTEC TELEPORT, INC.
R.D. MOODY & ASSOCIATES, INC.
R.D. MOODY AND ASSOCIATES, INC. OF VIRGINIA
SHANCO CORPORATION
UTILITY LINE MAINTENANCE, INC.
AIDCO, INC.
AIDCO SYSTEMS, INC.
E. L. DALTON & COMPANY, INC.
NORTHLAND CONTRACTING, INC.
WILDE CONSTRUCTION, INC.
WILDE OPTICAL SERVICE, INC.
TELE-COMMUNICATIONS CORPORATION OF VIRGINIA
WILDE ACQUISITION CO., INC.
WILDE HOLDING CO., INC.
WEEKS CONSTRUCTION COMPANY
C & S DIRECTIONAL BORING, INC.
LESSARD-NYREN UTILITIES, INC.
LNU, INC.
S.S.S. CONSTRUCTION, INC.
CONTRACT MANAGEMENT AND ASSISTANCE CORP.
ELECTRONIC EQUIPMENT ANALYZERS, INC.
COTTON & TAYLOR
STACKHOUSE CORP.
By:___________________________________
Name:
Title:
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THE BANKS:
CREDITANSTALT CORPORATE FINANCE, INC.
By:___________________________________
Name:
Title:
By:___________________________________
Name:
Title:
FIRST UNION NATIONAL BANK OF FLORIDA
By:___________________________________
Name:
Title:
SCOTIABANC INC.
By:___________________________________
Name:
Title:
THE FUJI BANK AND TRUST COMPANY
By:___________________________________
Name:
Title:
COMERICA BANK
By:___________________________________
Name:
Title:
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LTCB TRUST COMPANY
By:___________________________________
Name:
Title:
BANKBOSTON, N.A.,
INDIVIDUALLY AND AS AGENT
By:___________________________________
Name:
Title:
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