Sixth Amendment to Revolving Credit Agreement



 



Exhibit 10.2


AMENDMENT NO. 6 AND CONSENT

TO REVOLVING CREDIT AND SECURITY AGREEMENT


     THIS AMENDMENT NO. 6 AND CONSENT TO REVOLVING CREDIT AND SECURITY
AGREEMENT (this “Amendment”) is made and entered into as of December 29, 2003,
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 by an Assumption and Amendment Agreement dated as of February 7, 2002,
an Amendment No. 2 dated as of October 25, 2002, an Amendment No. 3 and Consent
dated as of November 1, 2002, an Amendment No. 4 dated as of March 6, 2003, a
Joinder Agreement and Consent dated as of March 28, 2003, and an Amendment No.
5 dated as of September 18, 2003 (as amended and in effect, 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 informed the Lenders that MasTec has Acquired all of
the capital stock of JMC Insurance Company, Inc., a South Carolina corporation
(“JMC”), in connection with the Borrowers’ proposed implementation of a captive
insurance program. Under such insurance program, JMC will operate either as an
insurer or a reinsurer, or both, of certain risks of the Borrowers. The
Borrowers have also informed the Lenders that the issuance of one or more
Letters of Credit for the account of JMC will be required to facilitate the
implementation of such insurance program and have requested certain amendments
to the Loan Agreement in order to permit the issuance of such Letters of
Credit. In addition, the Borrowers have requested the Lenders’ consent to
MasTec’s Acquisition of all of the capital stock of JMC and to the proposed
business activities of JMC to the extent such consent may be required under the
Loan Agreement. To induce the Lenders to do so, each of the Borrowers has
agreed to execute and deliver and to perform its obligations under this
Amendment.


     Upon the terms and subject to the conditions hereinafter set forth, the
Lenders have agreed so to amend the Loan Agreement and to grant such consent.


     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-






 


     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 4
of this Amendment, the Loan Agreement is hereby amended as follows:Subject to
the provisions of Section 4 of this Amendment, the Loan Agreement is hereby
amended as follows:


     (a)  By adding the following new definitions to Section 1.1 of the Loan
Agreement in proper alphabetical order:



		
	 	     “ACE Letter of Credit” means a Letter of Credit issued on or after
the Amendment No. 6 Effective Date by the Issuing Bank for the account of
JMC and for the benefit of ACE American Insurance Company in an aggregate
amount available to be drawn thereunder not to exceed $10,341,800 at any
time.




		
	 	     “Amendment No. 6 Effective Date” means the date on which Amendment
No. 6 and Consent to this Agreement dated as of December 29, 2003,
between the Borrowers, the Lenders and the Administrative Agent shall
have become effective in accordance with its terms.




		
	 	     “JMC” means JMC Insurance Company, Inc., a South Carolina
corporation and a Wholly Owned Subsidiary of MasTec.



     (b)  By deleting the definition of “Casualty Insurance Support Letter of
Credit” appearing in Section 1.1 of the Loan Agreement.


     (c)  By deleting the definition of “Letter of Credit Guarantee Facility”
appearing in Section 1.1 of the Loan Agreement and by substituting the
following new definition in lieu thereof:



		
	 	     “Letter of Credit Guarantee Facility” means (a) a subfacility of the
Revolving Credit Facility providing for the issuance of Letters of Credit
and Letter of Credit Guarantees as described in Article 3 in an aggregate
amount of Letter of Credit Obligations at any one time outstanding not to
exceed $20,000,000, (b) the Liberty Letter of Credit, and (c) the
Canadian Financing Letter of Credit.



     (d)  By deleting the definition of “Letter of Credit Reserve” appearing in
Section 1.1 of the Loan Agreement and by substituting the following definition
in lieu thereof:



		
	 	     “Letter of Credit Reserve” means, at any time, the aggregate Letter
of Credit Obligations at such time, other than Letter of Credit
Obligations that are fully secured by Cash Collateral. For the avoidance
of doubt, at any time that the Liberty Letter of Credit is outstanding,
the amount of the Letter of Credit Reserve attributable to the Liberty
Letter of Credit at such time shall be equal to the lesser of (i)
$41,000,000 and (ii) the greatest amount of Letter of Credit Obligations
that at any time may be outstanding under the Liberty Letter of Credit in
accordance with the terms thereof (giving effect to any “step-ups” in the
stated amount of such Letter of Credit that become effective in
accordance with the terms thereof).



     (e)  By deleting the definition of “Liberty Letter of Credit” appearing in
Section 1.1 of the Loan Agreement and by substituting the following new
definition in lieu thereof:


-2-






 



		
	 	     “Liberty Letter of Credit” means Letter of Credit No. ASL-1
S1295730-120MAT issued by the Issuing Bank for the account of MasTec and
for the benefit of Liberty Mutual Insurance Company in an aggregate
amount available to be drawn thereunder not to exceed $41,000,000 at any
time.



     (f)  By amending the definition of “Permitted Investments” appearing in
Section 1.1 of the Loan Agreement by (i) deleting the word “and” appearing at
the end of clause (a) thereof, (ii) redesignating clause (b) thereof as clause
(c) and (iii) inserting the following new clause (b):



		
	 	     (b) The ACE Letter of Credit and additional Investments of MasTec in
JMC in the form of capital contributions to JMC in an aggregate amount
not greater than $1,500,000; and



     (g)  By deleting the proviso appearing at the end of Section 3.3(b)(ii) and
by substituting the following new proviso in lieu thereof:



		
	 	     ; provided, that no Letter of Credit shall be issued for the benefit
of any Person which provides or proposes to provide property or casualty
insurance to the Borrowers (or any of them) unless the Borrowers shall
first obtain from such Person and furnish to the Administrative Agent (x)
one or more certificates of insurance indicating the types and amounts of
insurance provided or proposed to be provided by such Person to the
Borrowers (or any of them) and, with respect to any casualty insurance
indicated thereon, naming the Administrative Agent as an additional
insured, and (y) with respect to any property insurance provided or
proposed to be provided by such Person, a loss payable endorsement naming
the Administrative Agent as lender’s loss payee and mortgagee, in each
case in form and substance satisfactory to the Administrative Agent.



     (h)  By deleting subsection (a) of Section 11.4 of the Loan Agreement and
by substituting the following new subsection (a) in lieu thereof:



		
	 	     (a) Acquire or maintain any Investment after the Agreement Date
other than (i) Permitted Investments and (ii) additional Investments by
the Loan Parties in an aggregate amount not greater than $25,000,000 in
any Fiscal Year so long as, both before and immediately after giving
effect to each such additional Investment, no Event of Default exists and
Availability is at least $35,000,000; provided, that no such additional
Investment may be made by any Loan Party in JMC.



     (i)  By further amending Article 11 by (i) deleting the reference to
“11.11” appearing in the preamble thereto and by substituting a reference to
“11.12” in lieu thereof and (ii) inserting at the end thereof the following new
Section 11.12:



		
	 	     Section 11.12. Restrictions Applicable to JMC. Permit JMC to (a)
create, assume, or otherwise become or remain obligated in respect of, or
permit or suffer to exist or to be created, assumed or incurred or to be
outstanding any Debt, (b) become or



-3-






 







		
	 	remain liable with respect to any Guaranty of any obligation of any other
Person, (c) acquire or maintain any Investment (other than Investments in
cash and Cash Equivalents), (d) make any Acquisition, (e) merge or
consolidate with any other Person or sell, lease or transfer or otherwise
dispose of all or a substantial portion of its assets to any Person, or
(f) create, assume or permit or suffer to exist or to be created or
assumed any Lien on any of its assets.



     3.     Consent to Acquisition of Capital Stock of JMC and Proposed Business
Activities of JMC. Subject to the provisions of Section 4 of this Amendment,
the Administrative Agent and the Lenders hereby consent to (a) the Acquisition
by MasTec of all of the capital stock of JMC and (b) JMC’s operation either as
an insurer or a reinsurer, or both, of certain risks of the Borrowers (but of
no other Persons) in connection with any captive insurance program of the
Borrowers in effect from time to time, to the extent the foregoing would
otherwise constitute a breach of Sections 11.4 and 9.4, respectively, of the
Loan Agreement. In no event shall such consent be deemed to constitute a
waiver of (i) any Default or Event of Default that may exist on the date of
this Agreement (other than any Default or Event of Default arising solely from
the foregoing) 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 Documents on and after the date hereof.


     4.     Conditions to Effectiveness. The provisions of Sections 2 and 3 of
this Amendment shall become effective as of the date hereof on the date (the
“Amendment No. 6 Effective Date”) on which the Administrative Agent shall have
received the following documents, each of which shall be satisfactory in form
and substance to the Administrative Agent and in sufficient copies for each
Lender:



		
	 	     (a) this Amendment duly executed and delivered by the Borrowers, the
Lenders and the Administrative Agent;




		
	 	     (b) a certificate of the secretary or assistant secretary of each
Borrower having attached thereto the articles or certificate of
incorporation and other constituent documents of such Borrower (or
containing the certification of such secretary or assistant secretary
that no amendment or modification of such documents 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;




		
	 	     (c) a certificate of the president or chief financial 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, both before and
after giving effect to the Amendment,



-4-






 







		
	 	     (i) 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. 6 Effective Date, and




		
	 	     (ii) no Default or Event of Default exists;




		
	 	     and the Administrative Agent shall be satisfied as to the truth and
accuracy thereof; and




		
	 	     (d) a certificate of the secretary or assistant secretary of MasTec
having attached thereto a certificate evidencing the good standing of JMC
in its jurisdiction of incorporation as of a recent date, the articles or
certificate of incorporation and other constituent documents of JMC and
each material agreement executed by JMC on or prior to the Amendment No.
6 Effective Date in connection with the captive insurance program
implemented by the Borrowers; and




		
	 	     (e) such other documents and instruments as any Lender through the
Administrative Agent may reasonably request.



     5.     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



-5-






 





		
	 	     (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.



     6.     Effect of Amendment. From and after the Amendment No. 6 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 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.


     7.     Breach of Amendment. Any breach by the Borrowers of any
representation, warranty or covenant contained herein shall constitute an Event
of Default.


     8.     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.


     9.     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.


     10.     Successors and Assigns. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.


     11.     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.


     12.     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.


     13.     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.


     14.     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,


-6-






 


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.


     15.     Expenses of Administrative Agent. Borrowers agree to pay, on demand,
all costs and expenses incurred by the Administrative Agent in connection with
the 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 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]


-7-






 





     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. Login
	 	 	


	 	 	
Name: Dennis S. Login
	 	 	
Title: SVP
	 	 	 
	 	 	 
	 	 	
WACHOVIA BANK, NATIONAL ASSOCIATION,

as a Lender
	 	 	 
	 	 	
By: /s/ Stephen Blake
	 	 	


	 	 	
Name: Stephen Blake
	 	 	
Title: Director
	 	 	 
	 	 	 
	 	 	
LASALLE BUSINESS CREDIT, LLC,

successor in interest to LASALLE

BUSINESS CREDIT, INC., as a Lender
	 	 	 
	 	 	
By: /s/ Douglas C. Colletti
	 	 	


	 	 	
Name: Douglas C. Colletti
	 	 	
Title: Sr. VP
	 	 	 
	 	 	 
	 	 	
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



[SIGNATURES CONTINUE ON FOLLOWING PAGE]


-8-






 






	 	 	 
	 	 	
BORROWERS:
	 	 	 
	 	 	 
	 	 	
MASTEC, INC.
	 	 	 
	 	 	
By: /s/ Donald P. Weinstein
	 	 	


	 	 	
Donald P. Weinstein

Executive Vice President and CFO
	 	 	 
	 	 	 
	 	 	
CHURCH & TOWER, INC.
	 	 	 
	 	 	
By: /s/ Donald P. Weinstein
	 	 	


	 	 	
Donald P. Weinstein

Executive Vice President and CFO
	 	 	 
	 	 	 
	 	 	
CHURCH & TOWER ENVIRONMENTAL, INC.
	 	 	 
	 	 	
By: /s/ Donald P. Weinstein
	 	 	


	 	 	
Donald P. Weinstein

Executive Vice President and CFO
	 	 	 
	 	 	 
	 	 	
CRUZ-CELL, INC.
	 	 	 
	 	 	
By: /s/ Donald P. Weinstein
	 	 	


	 	 	
Donald P. Weinstein

Executive Vice President and CFO
	 	 	 
	 	 	 
	 	 	
DRESSER/AREIA CONSTRUCTION, INC.
	 	 	 
	 	 	
By: /s/ Donald P. Weinstein
	 	 	


	 	 	
Donald P. Weinstein

Executive Vice President and CFO
	 	 	 
	 	 	 
	 	 	
FLAIRE INCORPORATED
	 	 	 
	 	 	
By: /s/ Donald P. Weinstein
	 	 	


	 	 	
Donald P. Weinstein

Executive Vice President and CFO



[SIGNATURES CONTINUE ON FOLLOWING PAGE]


-9-






 






	 	 	 
	 	 	
GMR TELCOM, L.L.C.
	 	 	 
	 	 	
By: /s/ Donald P. Weinstein
	 	 	


	 	 	
Donald P. Weinstein

Executive Vice President and CFO
	 	 	 
	 	 	 
	 	 	
MASTEC INTEGRATION SYSTEMS, INC.
	 	 	 
	 	 	
By: /s/ Donald P. Weinstein
	 	 	


	 	 	
Donald P. Weinstein

Executive Vice President and CFO
	 	 	 
	 	 	 
	 	 	
MASTEC NETWORK SERVICES, INC.
	 	 	 
	 	 	
By: /s/ Donald P. Weinstein
	 	 	


	 	 	
Donald P. Weinstein

Executive Vice President and CFO
	 	 	 
	 	 	 
	 	 	
MASTEC NORTH AMERICA, INC.
	 	 	 
	 	 	
By: /s/ Donald P. Weinstein
	 	 	


	 	 	
Donald P. Weinstein

Executive Vice President and CFO
	 	 	 
	 	 	 
	 	 	
MASTEC TELCOM & ELECTRICAL
SERVICES, INC.
	 	 	 
	 	 	
By: /s/ Donald P. Weinstein
	 	 	


	 	 	
Donald P. Weinstein

Executive Vice President and CFO
	 	 	 
	 	 	 
	 	 	
PHASECOM AMERICA, INC.
	 	 	 
	 	 	
By: /s/ Donald P. Weinstein
	 	 	


	 	 	
Donald P. Weinstein

Executive Vice President and CFO



[SIGNATURES CONTINUE ON FOLLOWING PAGE]


-10-






 






	 	 	 
	 	 	
PROTEL IND., INC.
	 	 	 
	 	 	
By: /s/ Donald P. Weinstein
	 	 	


	 	 	
Donald P. Weinstein

Executive Vice President and CFO
	 	 	 
	 	 	 
	 	 	
RENEGADE OF IDAHO, INC.
	 	 	 
	 	 	
By: /s/ Donald P. Weinstein
	 	 	


	 	 	
Donald P. Weinstein

Executive Vice President and CFO
	 	 	 
	 	 	 
	 	 	
S.S.S. CONSTRUCTION, INC.
	 	 	 
	 	 	
By: /s/ Donald P. Weinstein
	 	 	


	 	 	
Donald P. Weinstein

Executive Vice President and CFO
	 	 	 
	 	 	 
	 	 	
UPPER VALLEY UTILITIES CORP.
	 	 	 
	 	 	
By: /s/ Donald P. Weinstein
	 	 	


	 	 	
Donald P. Weinstein

Executive Vice President and CFO
	 	 	 
	 	 	 
	 	 	
WILDE HOLDING CO., INC.
	 	 	 
	 	 	
By: /s/ Donald P. Weinstein
	 	 	


	 	 	
Donald P. Weinstein

Executive Vice President and CFO
	 	 	 
	 	 	 
	 	 	
WILDE ACQUISITION CO., INC.
	 	 	 
	 	 	
By: /s/ Donald P. Weinstein
	 	 	


	 	 	
Donald P. Weinstein

Executive Vice President and CFO



[SIGNATURES CONTINUE ON FOLLOWING PAGE]


-11-






 






	 	 	 
	 	 	
NORTHLAND CONTRACTING, INC.
	 	 	 
	 	 	
By: /s/ Donald P. Weinstein
	 	 	


	 	 	
Donald P. Weinstein

Executive Vice President and CFO
	 	 	 
	 	 	 
	 	 	
WILDE OPTICAL SERVICE, INC.
	 	 	 
	 	 	
By: /s/ Donald P. Weinstein
	 	 	


	 	 	
Donald P. Weinstein

Executive Vice President and CFO
	 	 	 
	 	 	 
	 	 	
MASTEC REAL ESTATE HOLDINGS, INC.
	 	 	 
	 	 	
By: /s/ Donald P. Weinstein
	 	 	


	 	 	
Donald P. Weinstein

Executive Vice President and CFO
	 	 	 
	 	 	 
	 	 	
MASTEC OF TEXAS, INC.
	 	 	 
	 	 	
By: /s/ Donald P. Weinstein
	 	 	


	 	 	
Donald P. Weinstein

Executive Vice President and CFO
	 	 	 
	 	 	 
	 	 	
MASTEC CONTRACTING COMPANY, INC.
	 	 	 
	 	 	
By: /s/ Donald P. Weinstein
	 	 	


	 	 	
Donald P. Weinstein

Executive Vice President and CFO
	 	 	 
	 	 	 
	 	 	
MASTEC MINNESOTA, S.W., LLC
	 	 	 
	 	 	
By: /s/ Donald P. Weinstein
	 	 	


	 	 	
Donald P. Weinstein

Executive Vice President and CFO

of MasTec Services Company, Inc.,

Sole Member



[SIGNATURES CONTINUE ON FOLLOWING PAGE]


-12-






 






	 	 	 
	 	 	
MASTEC SERVICES COMPANY, INC.
	 	 	 
	 	 	
By: /s/ Donald P. Weinstein
	 	 	


	 	 	
Donald P. Weinstein

Executive Vice President and CFO
	 	 	 
	 	 	 
	 	 	
MASTEC ASSET MANAGEMENT COMPANY,

INC.
	 	 	 
	 	 	
By: /s/ Donald P. Weinstein
	 	 	


	 	 	
Donald P. Weinstein

Executive Vice President and CFO
	 	 	 
	 	 	 
	 	 	
MASTEC TC, INC.
	 	 	 
	 	 	
By: /s/ Donald P. Weinstein
	 	 	


	 	 	
Donald P. Weinstein

Executive Vice President and CFO
	 	 	 
	 	 	 
	 	 	
MASTEC FC, INC.
	 	 	 
	 	 	
By: /s/ Donald P. Weinstein
	 	 	


	 	 	
Donald P. Weinstein

Executive Vice President and CFO
	 	 	 
	 	 	 
	 	 	
STACKHOUSE REAL ESTATE HOLDINGS,

INC.
	 	 	 
	 	 	
By: /s/ Donald P. Weinstein
	 	 	


	 	 	
Donald P. Weinstein

Executive Vice President and CFO




-13-