SUPPLEMENTAL INDENTURE
EXHIBIT 4.1
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 2, 2007, and
effective as of March 31, 2007, among DirectStar TV, LLC, a North Carolina limited liability
company (the “New Guarantor”), a subsidiary of MasTec North America, Inc., which is a
subsidiary of MasTec, Inc., a Florida corporation (the “Company”), and U.S. Bank National
Association, a national banking association, as trustee under the Indenture referred to below (the
“Trustee”).
WITNESSETH
WHEREAS, the Company and the existing Subsidiary Guarantors have heretofore executed and
delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the
“Indenture”), dated as of January 31, 2007 providing for the issuance of
75/8% Senior Notes due 2017 (the “Notes”);
WHEREAS, the New Guarantor desires to execute and deliver to the Trustee a supplemental
indenture pursuant to which the New Guarantor shall unconditionally guarantee all of the Company’s
obligations under the Notes and the Indenture on the terms and conditions set forth herein (the
“Note Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the existing
Subsidiary Guarantors are authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Company and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:
1. DEFINED TERMS. Defined terms used herein without definition shall have the meanings
assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. The New Guarantor hereby agrees, jointly and severally with
all existing Subsidiary Guarantors, to provide an unconditional guarantee on the terms and subject
to the conditions set forth in Article 11 of the Indenture and to be bound by all other applicable
provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a
Subsidiary Guarantor under the Indenture.
3. NO RECOURSE AGAINST OTHERS. No recourse for the payment of the principal of, premium,
if any, or interest on any of the Notes or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of any Obligor in this
Indenture, or in any of the Notes or Note Guarantees or because of the creation of any Indebtedness
represented thereby, shall be had against any incorporator, stockholder, officer, director,
employee or controlling person of the Company or of any Subsidiary or of any successor Person
thereof. Each Holder, by accepting the Notes, waives and releases all such liability. The waiver
and release are part of the consideration for the issuance of the Notes. Such waiver may not be
effective to waive liabilities under the federal securities laws.
4. NOTICES. All notices or other communications to the New Guarantor shall be given as
provided in Section 13.02 of the Indenture.
5. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURES PART OF INDENTURE. Except as
expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore
or hereafter authenticated and delivered shall be bound hereby.
6. GOVERNING LAW. THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
7. 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.
8. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not
affect the construction hereof.
9. TRUSTEE MAKES NO REPRESENTATION. The Trustee makes no representation as to the
validity or sufficiency of this Supplemental Indenture. The recitals and statements contained
herein are deemed to be solely those of the New Guarantor and the Company.
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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.
Dated: May 2, 2007
| DIRECTSTAR TV, LLC |
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| By: | /s/ C. Xxxxxx Xxxxxxxx | |||
| Name: | C. Xxxxxx Xxxxxxxx | |||
| Title: | EVP | |||
| MASTEC, INC. |
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| By: | /s/ C. Xxxxxx Xxxxxxxx | |||
| Name: | C. Xxxxxx Xxxxxxxx | |||
| Title: | EVP & CFO | |||
| CHURCH & TOWER, INC. MASTEC ASSET MANAGEMENT COMPANY, INC. MASTEC BRAZIL I, INC. MASTEC BRAZIL II, INC. MASTEC CONTRACTING COMPANY, INC. MASTEC FC, INC. MASTEC LATIN AMERICA, INC. MASTEC NORTH AMERICA AC, LLC MASTEC NORTH AMERICA, INC. MASTEC OF TEXAS, INC. MASTEC SERVICES COMPANY, INC. MASTEC SPAIN, INC. MASTEC TC, INC. MASTEC VENEZUELA, INC. |
||||
| By: | /s/ C. Xxxxxx Xxxxxxxx | |||
| Name: | C. Xxxxxx Xxxxxxxx | |||
| Title: | EVP & CFO | |||
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| U.S. BANK NATIONAL ASSOCIATION, as Trustee |
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| By: | /s/ Xxxxxxx Xxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxx | |||
| Title: | Vice President | |||
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