EXHIBIT 10.5
JOINDER AND FIRST AMENDMENT
TO LOAN AND SECURITY AGREEMENT
This Joinder and First Amendment to Loan and Security Agreement ("First
Amendment") entered into as of February 29, 1996, by and among FLEET CAPITAL
CORPORATION, F/K/A SHAWMUT CAPITAL CORPORATION, SUCCESSOR TO BARCLAYS BUSINESS
CREDIT, INC. ("Lender"), a Connecticut corporation with an office at 000
Xxxxxxxxxxx Xxxx, Xxxxxxxxxxx, XX 00000 and MASTEC, INC. ("MASTEC"), A DELAWARE
CORPORATION, EACH OTHER ENTITY COMPRISING THE TELECOMMUNICATION GROUP (AS
DEFINED IN APPENDIX A TO THE LOAN AGREEMENT); AND SOUTHEASTERN PRINTING COMPANY,
INC. ("SOUTHEASTERN PRINTING"), A FLORIDA CORPORATION; (collectively "Borrowers"
and singly each is a "Borrower"), the SURETIES (as defined in Appendix A to the
Loan Agreement); and UTILITY LINE MAINTENANCE, INC. ("ULM"), A GEORGIA
CORPORATION; each with its chief executive office at 0000 X.X. 00xx Xxxxxx,
Xxxxx, Xxxxxxx 00000.
BACKGROUND
A. Borrowers, Sureties and Lender are parties to a certain
Loan and Security Agreement dated January 26, 1995 ("Loan
Agreement") pursuant to which Lender established certain
financing arrangements for the benefit of Borrowers. The Loan
Agreement and all instruments, documents and agreements executed
in connection therewith, or related thereto are referred to
herein collectively as the "Loan Documents".
B. CC-II, Inc. ("CC-II") and Lectro Products, Inc.
("Lectro") were also Borrowers under the Loan Agreement. Prior
to the date hereof, MasTec sold all of its right, title and
interest in and to CC-II and Lectro; and consequently, neither
entity remains a party to the Loan Agreement.
C. MasTec and the shareholders of ULM are parties to a certain Stock
Purchase Agreement dated July 1, 1995 ("Stock Purchase Agreement") pursuant to
which MasTec acquired all of the issued and outstanding common stock ("Stock")
of ULM.
D. In recognition of the benefits and privileges under the Loan
Documents, ULM has requested that it be permitted to join into the Loan
Documents as if an original signatory thereto and Borrowers, Sureties and Lender
have so consented subject to the terms and conditions hereof.
E. In addition, Borrowers have requested that Lender increase the Total
Credit Facility and make certain other amendments to the Loan Agreement. Lender
has agreed to do so, subject to the terms and conditions set forth below.
NOW THEREFORE, with the foregoing background incorporated by reference,
the parties hereto intending to be legally bound, hereby agree as follows:
1. JOINDER.
1.1 Upon the effectiveness of this First Amendment, ULM joins
in, assumes, adopts and becomes a Borrower under the Credit Facility and all
Loans. All references to Borrower or Borrowers contained in the Loan Documents
are hereby deemed, for all purposes to refer to and include ULM as a Borrower
and ULM
Page 1 of 13
hereby agrees to comply with all of the terms and conditions of the Loan
Documents as if it were an original signatory thereto.
1.2 Without limiting the generality of the provisions of
subparagraph 1.2 above, ULM is thereby liable, on a joint and several basis,
along with all other Borrowers and Sureties for all existing and future Loans
and other liabilities and obligations incurred at any time by any one or more
Borrowers under the Loan Documents, as amended hereby or as may be hereafter
amended, modified, supplemented or replaced.
2. AMENDMENTS TO LOAN AND SECURITY AGREEMENT.
2.1 The introductory paragraph of Section 1 to the Loan
Agreement is hereby deleted in its entirety and replaced with the following:
Subject to the terms and conditions of, and in reliance upon
the representations and warranties made in this Agreement and
the other Loan Documents, Lender agrees to make a Total Credit
Facility of up to $40,000,000 available upon Borrowers'
request therefor, as follows:
2.2 Section 1.1.1 of the Loan Agreement is hereby
deleted in its entirety and replaced with the following:
1.1.1 LOANS. As a part of the Total Credit Facility,
Lender hereby establishes a subfacility pursuant to which
Lender agrees, for so long as no Default or Event of Default
exists and subject to the corresponding Borrowing Bases, to
make Revolving Credit Loans to, and for the joint and several
benefit of, Borrowers from time to time, as requested by
Borrowers in the manner set forth in subsection 3.1.1 hereof.
Revolving Credit Loans may be made by Lender to the
Telecommunication Group up to a maximum principal amount equal
to the Telecommunication Group Borrowing Base and Revolving
Credit Loans may be made to Southeastern Printing up to a
maximum principal amount
equal to the Southeastern Printing Borrowing Base. In no event
and at no time, however, shall the aggregate amount
outstanding of all Revolving Credit Loans exceed the lesser of
(a) the aggregate amount of the Borrowing Bases or (b) an
amount equal to (i) $40,000,000 minus (ii) the aggregate
amount of all reserves (as provided in Section 1.1.2. below),
plus the outstanding LC Amount, plus the aggregate amount
outstanding under all Equipment Loans, plus the amount
outstanding under the Term Loan and plus the amount
outstanding under the Supplemental Term Loan. If (x) the
unpaid balance of Revolving Credit Loans made to the
Telecommunication Group exceeds the Telecommunication
Borrowing Base, or (y) the unpaid balance of Revolving Credit
Loans made to Southeastern Printing exceed the Southeastern
Printing Borrowing Base, or (z) the unpaid balance of the
Revolving Credit Loans exceed any other limitations set forth
in this Agreement, then such excess Revolving Credit Loans
shall nevertheless constitute Obligations that are due and
payable on demand, secured by the Collateral and entitled to
all the benefits thereof. Each Borrower is jointly and
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severally liable for all Obligations. All Revolving Credit
Loans shall be repayable in accordance with the terms hereof
and the Revolving Credit Note.
2.3 Section 1.1.3 of the Loan Agreement is hereby
deleted in its entirety and replaced with the following:
1.1.3 LETTERS OF CREDIT. As a part of the Total
Credit Facility, Lender hereby establishes a subfacility
pursuant to which Lender agrees, for so long as no Default or
Event of Default exists and if requested by Borrowers, to
issue its, or cause to be issued by one of Lender's
Affiliates, Letters of Credit for the account of any Borrower,
PROVIDED that the LC Amount at any time shall not exceed
$6,000,000 and that reserves will be established against the
applicable Borrowing Base availability in the amount equal to
the LC Amount dependent upon the Borrower(s) account for which
the Letter of Credit is issued. No Letter of Credit may have
an expiration date that is after the last day of the Original
Term or the then applicable Renewal Term. Any amounts paid by
Lender in connection with any Letter of Credit shall be
treated as Revolving Credit Loans, shall be secured by all of
the Collateral and shall bear interest and be payable at the
same rate and in the same manner as Revolving Credit Loans.
2.4 Section 1.2 of the Loan Agreement is hereby
deleted in its entirety and replaced with the following:
1.2 EQUIPMENT LOANS. As a part of the Total Credit Facility,
Lender hereby establishes a subfacility pursuant to which
Lender agrees, for so long as no Default or Event of Default
exists, to make Loans ("Equipment Loans") to Borrowers from
time to time from and after the Closing Date and until the
last day of the Original Term to finance Borrowers' purchases
of eligible Equipment for use in Borrowers' business. Each
Equipment Loan may not exceed (i) 90% of the purchase price of
new Equipment being acquired, and (ii) 85% of the purchase
price of used Equipment being acquired. The purchase price
relating to such Equipment shall be deemed to be the lower of
the actual cost of the Equipment or the fair market value of
the Equipment as determined by referenced to the "Green Guide"
or similar industry publication, net of charges and fees,
including, without limitation, freight, taxes and installation
costs and all other "soft" costs. Each Equipment Loan shall be
secured by all of the Collateral and shall be evidenced by a
Master Equipment Note. In conjunction with each Equipment
Loan, Borrowers shall deliver to Lender a copy of the invoice
relating to the acquisition cost of such Equipment,
documentation evidencing delivery and receipt of such
Equipment and all documentation necessary to ensure that
Lender has a valid, first priority, perfected security
interest in such Equipment including UCC-1 financing
statements and, if applicable, certificates of title or
manufacturers certificate of origin along with all
documentation (fully executed) necessary to have Lender's
first lien and security interest noted on certificates of
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title relating titled Equipment. The principal amount of all
Equipment Loans made hereunder shall not exceed, in the
aggregate, $12,500,000. Each Equipment Loan will be payable
commencing January 1 of the year immediately following the
year in which such Equipment Loan is made and shall be repaid
in equal quarterly
installments of principal on the first day of each January,
April, July and October of each calendar year based on a four
(4) year amortization schedule with payment in full to be made
at the earlier to occur of the (a) scheduled final repayment
date based on a four year amortization, (b) last day of the
Original Term or, if applicable, any Renewal Term, or (c)
termination of the Credit Facility as provided for herein.
2.5 Section 1.3 of the Loan Agreement is hereby
deleted in its entirety and replaced with the following:
1.3 TERM FACILITY.
1.3.1 TERM LOAN. As a part of the Total Credit
Facility, Lender hereby establishes a subfacility pursuant to
which Lender agrees to make a term loan ("Term Loan")
available for the joint and several benefit of Borrowers in an
aggregate principal amount outstanding at any time not to
exceed $10,947,416.17 provided, however, that Borrowers shall
draw down no less than $9,500,000 as of the Closing Date. The
amount equal to the difference between $10,947.416.17 and the
amount of such initial draw on the Closing Date may be drawn
down during the first year of the Original Term and shall be
used solely to finance 100% of the acquisition cost of new and
used Equipment (net of freight, taxes, installation as to and
other "soft costs"). Prior to such event, Borrowers shall
deliver to Lender invoices relating to the acquisition of such
Equipment, documentation evidencing the delivery and receipt
of such Equipment and all documentation necessary to ensure
that Lender has a valid, first priority, perfected security
interest in such Equipment including UCC-1 financing
statements and, if applicable, certificates of title or
manufacturers' certificates of origin along with all
documentation (fully executed) necessary to have Lender's
first lien and security interest noted on the certificates of
title relating to titled Equipment. Subject to the limitations
set forth above, and so long as no Event of Default has
occurred hereunder, the outstanding balance under the Term
Loan may fluctuate from time to time, to be reduced by
repayments made by Borrowers, to be increased by future
advances which may be made by Lender. Each advance under the
Term Loan shall be in an amount equal to at least $250,000 and
shall be repayable quarterly based upon a ten year
amortization, in equal quarterly installments of principal on
the first day of each January, April, July and October, with
the entire amount of such advance due upon the earlier to
occur of the (a) scheduled final repayment date based on a ten
year amortization, (b) last day of the Original Term or, if
applicable, any Renewal Term, or (c) termination of the Credit
Facility as provided for herein.
Page 4 of 13
1.3.2 SUPPLEMENTAL TERM LOAN. As a part of the Total
Credit Facility, Lender hereby establishes a subfacility
pursuant to which Lender agrees to make a loan in the amount
of $1,052,583.83 ("Supplemental Term Loan") as of the Closing
Date. The principal amount of the Supplemental Term Loan shall
be due and payable in 25 consecutive monthly installments
commencing on March 1, 1995 and continuing on the first day of
each month thereafter, comprised of 24 equal payments of
$41,666.67 and a final (25th) installment due on March 1, 1997
equal to the aggregate outstanding principal amount of the
Supplemental Term Loan, along with all accrued and unpaid
interests, fees, costs and expenses.
2.6 The Loan Agreement is further amended by adding a
new Section 1.6 as follows:
1.6 MAXIMUM AMOUNT OUTSTANDING. In no event
shall the aggregate amount of all Loans outstanding
exceed the amount of the Total Credit Facility.
2.7 Section 2.7 of the Loan Agreement is hereby
deleted in its entirety and replaced with the following:
2.7 UNUSED LINE FEE. Through May 15, 1996, Borrowers
shall pay to Lender a fee equal to one quarter of one percent
(1/4%) per annum of the average monthly amount by which the
Total Credit Facility exceeds the aggregate outstanding amount
of all Loans and the LC Amount. Thereafter, Borrowers shall
pay to Lender a fee equal to the corresponding percentage as
set forth below, on a per annum basis, of the average monthly
amount by which the Total Credit Facility exceeds the
aggregate outstanding amount of all Loans and the LC Amount,
based on Borrower's EBITDA calculated on a rolling four
quarter basis as of the most recent four fiscal quarterly
financial statements.
The unused line fee shall be payable monthly in arrears on
the first day of each calendar month hereafter.
EBITDA PER ANNUM PERCENTAGE
------ --------------------
Less than $30,000,000 3/8%
Equal to or greater
than $30,000,000 1/4%
2.8 Section 4.2.3 of the Loan Agreement is hereby
deleted in its entirety and replaced with the following:
4.2.3 TERMINATION CHARGES. At the effective date of
termination of this Agreement for any reason, Borrowers shall
pay to Lender (in addition to the then outstanding principal,
accrued interest and other charges owing under the terms of
this Agreement and any of the other Loan Documents) as
liquidated damages for the loss of the bargain and not as a
penalty, an amount equal to the product of (a) the prior 12
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months average aggregate outstanding principal balance of the
Loans plus the average outstanding face amount of issued and
outstanding Letters of Credit TIMES (b) 1% if termination
occurs during the 12-month period commencing July 1, 1996; and
.5% if termination occurs during the 12 month period
commencing July 1, 1997.
2.9 Section 8.2.3 of the Loan Agreement is hereby amended by
deleting subsections (vi) and (vii) and replacing them with the following, as
well as adding new subsections (viii) and (ix):
(vi) Purchase Money Indebtedness;
(vii) Contingent liabilities arising out of endorsements of
checks and other negotiable instruments for deposit or
collection in the ordinary course of business;
(viii) Indebtedness of any Borrower or
Borrowers in an aggregate amount not to
exceed $10,000,000; and
(ix) Additional Subordinated Debt on terms and conditions
reasonably satisfactory to Lender in its discretion, in an
aggregate amount not to exceed $100,000,000.
2.10 USE OF PROCEEDS. Notwithstanding anything to the
contrary contained in the Loan Agreement, prior to the occurrence
of an Event of Default, Borrowers may utilize the proceeds from
the sale of the stock of National Beverage Corporation, currently
owned by MasTec, as well as any proceeds received by Borrowers from the sale of
certain non-owner occupied real property as set forth on Schedule A hereto, as
they may decide in their discretion.
2.11 REFERENCES TO CC-II AND LECTRO. All references to
"CC-II", "Lectro", the "Lectro Borrowing Base", contained in the Loan Documents,
including without limitation Appendix A to the Loan Agreement, are hereby
deleted and CC-II and Lectro shall no longer be Borrowers under the Loan
Documents.
3. AMENDMENTS TO APPENDIX A/GENERAL DEFINITIONS.
3.1 The definition of "Aggregate Adjusted
Availability" is hereby deleted in its entirety and replaced with
the following:
AGGREGATE ADJUSTED AVAILABILITY - an amount equal to
the lesser of (a) the aggregate amounts of the Borrowing Bases
or (b) $40,000,000, LESS the sum of (i) the aggregate amount
of Loans and the LC Amount as of the date of calculation PLUS
(ii) all sums due and owing to trade creditors which remain
outstanding beyond normal trade terms or special terms granted
by trade creditors, PLUS (iii) any reserves against the
Borrowing Bases, PLUS (iv) if applicable, closing payments and
expenses.
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3.2 The definition of "EBIT" is hereby deleted and
substituted in its place is the following:
EBITDA - with respect to any fiscal period, the sum
of Borrowers' Consolidated net earnings (or loss) before
interest expense, taxes, depreciation, amortization and
nonrecurring and noncash gains and losses for said period as
determined in accordance with GAAP.
3.3 The definition of Eligible Inventory is hereby
amended by deleting the reference to "Lectro" and replacing it
with Church & Tower Fiber Tel, Inc. and Designed Traffic
Installation, Inc.
3.4 The definition of "Revolving Credit LIBOR Rate" is hereby
deleted in its entirety and replaced with the following:
REVOLVING CREDIT LIBOR RATE - Through May 15, 1996, a
per annum rate equal to the Adjusted LIBOR Rate plus 2.0% and
thereafter, a per annum rate equal to the Adjusted LIBOR Rate
plus the corresponding per annum percentage based on the
Borrowers' applicable EBITDA calculated on a rolling four
quarter basis as of the most recent four fiscal quarterly
financial statements:
PER ANNUM
EBITDA PERCENTAGE
------ ----------
1. Less than $30,000,000 2.25%
2. Equal to or greater than
$30,000,000 but less
than $45,000,000 2.0%
3. Equal to or greater than
$45,000,000 but less
than $55,000,000 1.75%
4. Equal to or greater than
$55,000,000 1.5%
3.5 The definition of "Southeastern Printing Borrowing Base"
is hereby amended by deleting subsection (ii)(b) and replacing it with the
following:
(b) the lesser of (i) $2,500,000 or (ii) 50% of
calculated the value of the net amount of Southeastern
Printing's Eligible Inventory as of such date calculated at
the lower of cost or market value on a first in, first out
basis;
3.6 The definition of "Telecommunication Group" is
hereby amended by adding Utility Line Maintenance, Inc. as a
member of the Telecommunication Group.
3.7 The definition of "Telecommunication Group Borrowing Base"
is hereby amended by deleting subsections (ii)(a) and (ii)(b) in their entirety
and replacing them with the following:
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(ii) An amount equal to: (a) 85% of the net amount of
the Telecommunication Group's Eligible Accounts
outstanding at such date (provided however, that the
advance rate shall be reduced to 80% if the
Borrowers' Dilution Rate with respect to their
Eligible Accounts exceeds 7% and provided further
that such advance rate may be further reduced in
Lender's sole discretion if the Dilution Rate exceeds
12%);
PLUS
(b) the lesser of (i) $2,500,000 or (ii) 50%
of the aggregate calculated value of the net amount
of Church & Tower Fiber Tel, Inc.'s and Designed
Traffic Installation, Inc.'s Eligible Inventory as of
such date calculated at the lower of cost or market
value on a first in, first out basis;
MINUS
(c) the aggregate LC amount relating to
Letters of Credit issued for members of the
Telecommunication Group.
3.8 The definition of "Term LIBOR Rate" is hereby deleted in
its entirety and replaced with the following:
TERM LIBOR RATE - Through May 15, 1996, a per annum
rate equal to the Adjusted LIBOR Rate plus 2.25%, and
thereafter a per annum rate equal to the Adjusted LIBOR Rate
plus the corresponding per annum percentage based on the
Borrowers' applicable EBITDA calculated on a rolling four
quarter basis as of the most recent four fiscal quarterly
financial statements:
PER ANNUM
EBITDA PERCENTAGE
------ ----------
1. Less than $30,000,000 2.5%
2. Equal to or greater than
$30,000,000 but less
than $45,000,000 2.25%
3. Equal to or greater than
$45,000,000 but less
than $55,000,000 2.0%
4. Equal to or greater than
$55,000,000 1.75%
3.9 The definition of "Total Credit Facility" is
hereby deleted in its entirety and replaced with the following:
TOTAL CREDIT FACILITY - $40,000,000
Page 8 of 13
4. COLLATERAL. As security for the payment of the
Obligations, and satisfaction by Borrowers (including without limitation ULM) of
all covenants and undertakings contained in the Loan Agreement and the Loan
Documents, ULM hereby assigns and grants to Lender a continuing first Lien on
(except with respect to ULM's Property expressly covered by the Liens set forth
on Exhibit A hereto) and security interest in, upon and to all of the following,
whether now owned or hereafter acquired, created or arising and wherever located
("Collateral"):
a. Accounts;
b. Inventory;
c. Equipment;
d. General Intangibles;
e. Fixtures;
f. Deposit Accounts;
g. All monies and other Property of any kind
now or at any time or times hereafter in the possession or under the
control of Lender or a bailee or Affiliate of Lender;
h. All books and records (including, without
limitation, customer lists, credit files, computer programs, print-outs, and
other computer materials and records) of ULM pertaining to any of (a) through
(g) above; and
i. All accessions to, substitutions for and all
replacements, products and cash and non-cash proceeds of all of the foregoing
above, including, without limitation, proceeds of and unearned premiums with
respect to insurance policies insuring any of the Collateral.
5. EFFECTIVENESS CONDITIONS. This First Amendment shall
be effective and ULM shall be deemed a Borrower under the Loan
Agreement and the Loan Documents upon completion of the following
-13-
conditions precedent (all documents to be form and satisfactory
to Lender and Lender's counsel):
a. Execution of this First Amendment to Loan and
Security Agreement.
b. Execution and delivery of the Allonge to Master
Equipment Note.
c. Execution and delivery of the Amended and Restated
Revolving Credit Note which shall amend and restate, but not extinguish the
Page 9 of 13
indebtedness evidenced by, that certain Revolving Credit Note from Borrowers
dated January 26, 1995.
d. Execution and delivery of the Allonge to Term
Note.
e. Execution and delivery of the Allonge to
Promissory Note.
f. UCC-1 financing statements to be executed by ULM
and filed in all jurisdictions which Lender may deem appropriate.
g. Certified copies of (i) the resolutions of each Borrower,
including without limitation, ULM, board of directors authorizing the execution
of this First Amendment, the Notes and the Allonges to be issued hereunder, and
each document required to be delivered by any section hereof, and (ii) ULM's
articles of incorporation and by-laws.
h. Incumbency Certificate for each Borrower,
including without limitation ULM, identifying all Authorized
Officers with specimen signatures.
i. A written opinion of Borrowers' counsel addressed
to Lender.
j. Evidence satisfactory to Lender in its reasonable
discretion that the acquisition of the Stock of ULM has been completed strictly
in accordance with terms of the Stock Purchase Agreement, a true and correct
copy of which is attached hereto as Exhibit "B" and the delivery to Lender of a
fully executed Stock Purchase Agreement and all related agreements.
k. All Vehicle Titles (if applicable) owned by ULM and pledged
to Lender pursuant to the terms hereof along with all completed documentation
necessary to have Lender's first lien noted thereon.
6. CONFIRMATION OF INDEBTEDNESS. Borrowers hereby acknowledge and
confirm that as of the close of business on February 20, 1996, they are each,
jointly and severally, indebted to Lender, without defense, setoff, claim or
counterclaim under the Loan Documents, in the aggregate principal amount of
$35,853,762.46, as well as reimbursement for draws which may hereafter be made
on Letters of Credit issued for the benefit of Borrowers, or any of them, in the
aggregate face amount of $3,801,319.92, plus all fees, costs and expenses
(including attorney's fees) incurred to date in connection with the Loan
Documents.
7. COLLATERAL. Borrowers and Sureties each hereby confirm and agree
that all security interests and Liens granted to Lender
continue in full force and effect and shall continue to secure the Obligations.
All Collateral remains free and clear of any Liens other than Permitted Liens or
Liens in favor of Lender. Nothing herein contained is intended to in any impair
or limit the validity, priority and extent of Lender's existing security
interest in and Liens upon the Collateral.
Page 10 of 13
8. REAFFIRMATION OF SURETIES.
Each Surety, party to that certain Surety Agreement each dated
January 26, 1995 in favor of Lender, by execution hereof in its capacity as
surety, hereby consents to the provisions of this First Amendment, including
without limitation the joinder of ULM and the increase in the Total Credit
Facility and acknowledges that the Surety Agreement remains in full force and
effect and that it remains liable for all of Borrowers' Obligations to Lender
under the Loan Documents, as amended hereby.
9. REPRESENTATIONS AND WARRANTIES.
9.1 Borrowers, including without limitation ULM, represent and
warrant that as of the date hereof no Event of Default or Unmatured Event of
Default has occurred or is existing under the Loan Documents.
9.2 The execution and delivery by each Borrower, including
without limitation ULM, and by each Surety, of this First Amendment and
performance by it of the transactions herein contemplated (i) are and will be
within its powers, (ii) have
been authorized by all necessary corporate action, and (iii) are not and will
not be in contravention of any order of any court or other agency of government,
of law or any other indenture, agreement or undertaking to which such Borrower
or Surety is a party or by which the property of such Borrower or Surety is
bound, or be in conflict with, result in a breach of or constitute (with due
notice and/or lapse of time) a default under any such indenture, agreement or
undertaking or result in the imposition of any lien, charge or encumbrance of
any nature on any of the properties of such Borrower or Surety.
9.3 This First Amendment, the Notes referenced in
Section 6 hereof, and each other agreement, instrument or document executed
and/or delivered in connection herewith, shall be valid, binding and enforceable
in accordance with its respective terms.
10. GOVERNING LAW.
This First Amendment shall be governed by, construed and
enforced in accordance with the laws of the Commonwealth of Pennsylvania.
11. RATIFICATION OF LOAN DOCUMENTS.
Except as expressly provided herein, all terms and
conditions of the Loan Documents remain in full force and effect, unless such
terms or conditions are no longer applicable by their terms. To the extent the
provisions of this First Amendment are
expressly inconsistent with the provisions of the Loan Documents, the provisions
of this First Amendment shall control.
12. COUNTERPARTS.
This First Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
and such counterparts together shall constitute one and the same respective
agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed and delivered as of the day and year first above written.
BORROWERS:
MASTEC, INC.
BURNUP & XXXX OF CALIFORNIA, INC.
BURNUP & XXXX OF THE CAROLINAS, INC.
BURNUP & XXXX COMMUNICATIONS SERVICES, INC.
BURNUP & XXXX COMTEC, INC.
BURNUP & XXXX NETWORK DESIGNS, INC.
BURNUP & XXXX TSI, INC.
BURNUP & XXXX TELECOM OF FLORIDA, INC.
BURNUP & XXXX OF TEXAS, INC.
CHURCH & TOWER, INC.
CHURCH & TOWER FIBER TEL, INC.
CHURCH & TOWER OF FLORIDA, INC.
CHURCH & TOWER OF TN, INC.
DESIGNED TRAFFIC INSTALLATION, INC.
SOUTHEASTERN PRINTING COMPANY, INC.
WITNESS/ATTEST: By: /s/ Xxxxxx X. Xxxxxx
______________________
Title: On Behalf of, and as Vice
President of each of the
Foregoing Borrowers
UTILITY LINE MAINTENANCE, INC.
WITNESS/ATTEST: By: /s/ Xxxxxx X. Xxxxxx
_______________________ Title: Vice President
SURETIES:
MASTEC INTERNATIONAL, INC.
MASTEC WIRELESS, INC.
BURNUP & XXXX ENTERPRISES, INC.
BURNUP: XXXX OF MISSISSIPPI, INC.
BURNUP & XXXX COMMUNICATIONS SERVICES OF
FLORIDA, INC.
CAL TECHNICAL SERVICES, INC.
CAPSCAN CABLE COMPANY, INC.
GDSI, INC.
CONSTRUCTION EQUIPMENT SYSTEMS CORPORATION
LATLINK CORP., f/k/a MASTEC EQUIPMENT
COMPANY, INC.
TELINK, INC.
WITNESS/ATTEST: By: /s/ Xxxxxx X. Xxxxxx
_______________________ Title: On Behalf of, and as Vice
President of Each of the
Foregoing Sureties
[SIGNATURES CONTINUED ON NEXT PAGE]
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[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
LENDER:
FLEET CAPITAL CORPORATION, f/k/a
SHAWMUT CAPITAL CORPORATION, SUCCESSOR
TO BARCLAYS BUSINESS CREDIT, INC.
By: /s/ Xxxxxx Xxxxxxx
Title: ________________________
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