REGISTRATION RIGHTS AGREEMENT
Exhibit 4.2
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into January
31, 2007, among MASTEC, INC., a Florida corporation (the “Company”), and the guarantors
signatory hereto (each, a “Guarantor” and collectively, the “Guarantors”) and
XXXXXX XXXXXXX & CO. INCORPORATED (the “Placement Agent”).
This Agreement is made pursuant to the Placement Agreement dated January 24, 2007, between the
Company, the guarantors named therein and the Placement Agent (the “Placement Agreement”),
which provides for the sale by the Company to the Placement Agent of an aggregate of $150,000,000
principal amount of the Company’s 7 5/8% Senior Notes Due 2017 (the “Securities”). In
order to induce the Placement Agent to enter into the Placement Agreement, the Company has agreed
to provide to the Placement Agent and its direct and indirect transferees the registration rights
set forth in this Agreement. The execution of this Agreement is a condition to the closing under
the Placement Agreement.
In consideration of the foregoing, the parties hereto agree as follows:
1. Definitions.
As used in this Agreement, the following capitalized defined terms shall have the following
meanings:
“1933 Act” shall mean the Securities Act of 1933, as amended from time to time.
“1934 Act” shall mean the Securities Exchange Act of 1934, as amended from time to
time.
“Closing Date” shall mean the Closing Date as defined in the Placement Agreement.
“Company” shall have the meaning set forth in the preamble and shall also include
the Company’s successors.
“Exchange Offer” shall mean the exchange offer by the Company of Exchange Securities
for Registrable Securities pursuant to Section 2(a) hereof.
“Exchange Offer Registration” shall mean a registration under the 1933 Act effected
pursuant to Section 2(a) hereof.
“Exchange Offer Registration Statement” shall mean an exchange offer registration
statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments
and supplements to such registration statement, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by reference therein.
“Exchange Securities” shall mean securities issued by the Company and guaranteed by
the Guarantors under the Indenture containing terms identical to the Securities (except that
(i) interest thereon shall accrue from the last date on which interest was paid on the
Securities or, if no such interest has been paid, from February 1, 2007 and (ii) the
Exchange Securities will not contain restrictions on transfer) and to be offered to Holders
of Securities in exchange for Securities pursuant to the Exchange Offer.
“Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405
under the Securities Act) prepared by or on behalf of the Company or used by the Company in
connection with the sale of the Securities or the Exchange Securities.
“Guarantors” shall have the meaning set forth in the preamble hereto and shall
include any Guarantor’s successor.
“Holder” shall mean the Placement Agent, for so long as it owns any Registrable
Securities, and each of its successors, assigns and direct and indirect transferees who
become registered owners of Registrable Securities under the Indenture; provided
that for purposes of Sections 4 and 5 of this Agreement, the term “Holder” shall include
Participating Broker-Dealers (as defined in Section 4(a)).
“Indenture” shall mean the Indenture relating to the Securities dated as of January
31, 2007 between the Company and U.S. Bank National Association, as trustee, and as the same
may be amended from time to time in accordance with the terms thereof.
“Issuer Information” shall mean material information about the Company, the
Guarantors or any of their respective securities that has been provided by or on behalf of
the Company and/or the Guarantors.
“Majority Holders” shall mean the Holders of a majority of the aggregate principal
amount of outstanding Registrable Securities; provided that whenever the consent or
approval of Holders of a specified percentage of Registrable Securities is required
hereunder, Registrable Securities held by the Company or any of its affiliates (as such term
is defined in Rule 405 under the 0000 Xxx) (other than the Placement Agent or subsequent
Holders of Registrable Securities if such subsequent holders are deemed to be such
affiliates solely by reason of their holding of such Registrable Securities) shall not be
counted in determining whether such consent or approval was given by the Holders of such
required percentage or amount.
“Person” shall mean an individual, partnership, limited liability company,
corporation, trust or unincorporated organization, or a government or agency or political
subdivision thereof.
“Placement Agent” shall have the meaning set forth in the preamble.
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“Placement Agreement” shall have the meaning set forth in the preamble.
“Prospectus” shall mean the prospectus included in a Registration Statement,
including any preliminary prospectus, and any such prospectus as amended or supplemented by
any prospectus supplement, including a prospectus supplement with respect to the terms of
the offering of any portion of the Registrable Securities covered by a Shelf Registration
Statement, and by all other amendments and supplements to such prospectus, and in each case
including all material incorporated by reference therein.
“Registrable Securities” shall mean the Securities; provided, however, that the
Securities shall cease to be Registrable Securities (i) when a Registration Statement with
respect to such Securities shall have been declared effective under the 1933 Act and such
Securities shall have been disposed of pursuant to such Registration Statement, (ii) when
such Securities have been sold to the public pursuant to Rule 144 (or any similar provision
then in force, but not Rule 144A) under the 1933 Act or (iii) when such Securities shall
have ceased to be outstanding.
“Registration Expenses” shall mean any and all expenses incident to performance of
or compliance by the Company and the Guarantors with this Agreement, including without
limitation: (i) all SEC, stock exchange or National Association of Securities Dealers, Inc.
registration and filing fees, (ii) all fees and expenses incurred in connection with
compliance with state securities or blue sky laws (including reasonable fees and
disbursements of counsel for any underwriters or Holders in connection with blue sky
qualification of any of the Exchange Securities or Registrable Securities), (iii) all
expenses of any Persons in preparing or assisting in preparing, word processing, printing
and distributing any Registration Statement, any Prospectus, any amendments or supplements
thereto, any underwriting agreements, securities sales agreements and other documents
relating to the performance of and compliance with this Agreement, (iv) all rating agency
fees, (v) all fees and disbursements relating to the qualification of the Indenture under
applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel,
(vii) the fees and disbursements of counsel for the Company and the Guarantors and, in the
case of a Shelf Registration Statement, the fees and disbursements of one counsel for the
Holders (which counsel shall be selected by the Majority Holders and which counsel may also
be counsel for the Placement Agent) and (viii) the fees and disbursements of the independent
public accountants of the Company and the Guarantors, including the expenses of any special
audits or “cold comfort” letters required by or incident to such performance and compliance,
but excluding fees and expenses of counsel to the underwriters (other than fees and expenses
set forth in clause (ii) above) or the Holders and underwriting discounts and commissions
and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by
a Holder.
“Registration Statement” shall mean any registration statement of the Company and
the Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant
to
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the provisions of this Agreement and all amendments and supplements to any such
Registration Statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated by
reference therein.
“SEC” shall mean the Securities and Exchange Commission.
“Securities” shall have the meaning set forth in the preamble.
“Shelf Registration” shall mean a registration effected pursuant to Section 2(b)
hereof.
“Shelf Registration Statement” shall mean a “shelf” registration statement of the
Company and the Guarantors pursuant to the provisions of Section 2(b) of this Agreement
which covers all of the Registrable Securities (but no other securities unless approved by
the Holders whose Registrable Securities are covered by such Shelf Registration Statement)
on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be
adopted by the SEC, and all amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference therein.
“TIA” shall have the meaning set forth in Section 3(m) hereof.
“Trustee” shall mean the trustee with respect to the Securities under the Indenture.
“Underwriter” shall have the meaning set forth in Section 3 hereof.
“Underwritten Registration” or “Underwritten Offering” shall mean a
registration in which Registrable Securities are sold to an Underwriter for reoffering to
the public.
2. Registration Under the 1933 Act.
(a) To the extent not prohibited by any applicable law or applicable interpretation of the
Staff of the SEC (the “Staff”), the Company and the Guarantors shall use their commercially
reasonable efforts to cause to be filed an Exchange Offer Registration Statement after the date of
the original issuance of the Securities (the “Issue Date”), covering the offer by the
Company and the Guarantors to the Holders to exchange all of the Registrable Securities for
Exchange Securities and to have such Registration Statement remain effective until the closing of
the Exchange Offer. The Company and the Guarantors shall use their commercially reasonable efforts
to cause such Registration Statement to be declared effective under the 1933 Act. The Company and
the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration
Statement has been declared effective by the SEC and use their commercially reasonable efforts to
have the Exchange Offer consummated not later than October 31, 2007. The Company and the
Guarantors shall commence the Exchange Offer by mailing the related exchange offer Prospectus and
accompanying documents to each Holder stating, in addition to such other disclosures as are
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required by applicable law:
(i) that the Exchange Offer is being made pursuant to this Registration Rights Agreement and
that all Registrable Securities validly tendered and not withdrawn will be accepted for
exchange;
(ii) the dates of acceptance for exchange (which shall be a period of at least 20 business
days from the date such notice is mailed) (each an “Exchange Date” and collectively,
the “Exchange Dates”);
(iii) that any Registrable Security not tendered will remain outstanding and continue to
accrue interest (but not Additional Interest), but will not retain any rights under this
Registration Rights Agreement;
(iv) that Holders electing to have a Registrable Security exchanged pursuant to the Exchange
Offer will be required to surrender such Registrable Security, together with the enclosed
letters of transmittal, to the institution and at the address (located in the Borough of
Manhattan, The City of New York) specified in the notice prior to the close of business on
the last Exchange Date; and
(v) that Holders will be entitled to withdraw their election, not later than the close of
business on the last Exchange Date, by sending to the institution and at the address
(located in the Borough of Manhattan, The City of New York) specified in the notice a
telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the
principal amount of Registrable Securities delivered for exchange and a statement that such
Holder is withdrawing his election to have such Securities exchanged.
As soon as practicable after the last Exchange Date, the Company and the Guarantors shall:
(i) accept for exchange Registrable Securities or portions thereof tendered and not validly
withdrawn pursuant to the Exchange Offer; and
(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable
Securities or portions thereof so accepted for exchange by the Company and the Guarantors
and issue, and cause the Trustee to promptly authenticate and mail to each Holder, an
Exchange Security equal in principal amount to the principal amount of the Registrable
Securities surrendered by such Holder.
The Company and the Guarantors shall use their commercially reasonable efforts to complete the
Exchange Offer as provided above and shall comply with the applicable requirements of the 1933 Act,
the 1934 Act and other applicable laws and regulations in connection with the Exchange Offer. The
Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not
violate applicable law or any applicable interpretation of the Staff. Upon the Placement
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Agent’s
request, the Company and the Guarantors shall inform the Placement Agent of the names and addresses
of the Holders to whom the Exchange Offer is made, and the Placement Agent shall have the right,
subject to applicable law, to contact such Holders and otherwise facilitate the tender of
Registrable Securities in the Exchange Offer.
If the Company and the Guarantors effect the Exchange Offer, the Company and the Guarantors
shall be entitled to close the Exchange Offer twenty (20) business days after such commencement
(provided that the Company and the Guarantors have accepted all the Securities theretofore validly
tendered in accordance with the terms of the Exchange Offer).
Each holder participating in the Exchange Offer shall be required to represent to the Company
and the Guarantors in writing that at the time of the consummation of the Exchange Offer (i) any
Exchange Securities received by such Holder will be acquired in the ordinary course of business,
(ii) such Holder will have no arrangements or understanding with any Person to participate in the
distribution (within the meaning of the 0000 Xxx) of the Exchange Securities and (iii) such Holder
is not an affiliate of either of the Company or any of the Guarantors within the meaning if Rule
405 of the 1933 Act, or if it is an affiliate such Holder will comply with the registration and
prospectus delivery requirements of the 1933 Act to the extent applicable, (iv) if such Holder is
not a broker dealer, that it is not engaged in and does not intend to engage in, the distribution
of the Exchange Securities and (v) if such Holder is a broker dealer, that it will receive Exchange
Securities for its own account in exchange for Securities that were acquired as a result of market
making activities or other trading activities and that it will be required to acknowledge that it
will deliver a prospectus in connection with the resale of such Exchange Securities.
(b) In the event that (i) the Company and the Guarantors determine that the Exchange Offer
Registration provided for in Section 2(a) above is not available or may not be consummated as soon
as practicable after the last Exchange Date because it would violate applicable law or the
applicable interpretations of the Staff of the SEC, (ii) the Exchange Offer is not for any other
reason consummated by September 21, 2007 or (iii) the Exchange Offer has been completed and in the
opinion of counsel for the Placement Agent a Registration Statement must be filed and a Prospectus
must be delivered by the Placement Agent in connection with any offering or sale of Registrable
Securities because the Securities held by it are not eligible to be exchanged for Exchange
Securities in the Exchange Offer, the Company and the Guarantors shall use their commercially
reasonable efforts to cause to be filed as soon as practicable after such determination, date or
notice of such opinion of counsel is given to the Company and the Guarantors, as the case may be, a
Shelf Registration Statement providing for the sale by the Holders of all of the Registrable
Securities and to have such Shelf Registration Statement declared effective by the SEC. In the
event the Company and the Guarantors are required to file a Shelf Registration Statement solely as
a result of the matters referred to in clause (iii) of the preceding sentence, the Company
and the Guarantors shall use their commercially reasonable efforts to file and have declared
effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with
respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined
Registration Statement with the Exchange Offer Registration Statement) with respect to offers and
sales of Registrable Securities held by the Placement Agent after completion of the Exchange
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Offer.
The Company and the Guarantors agree to use their commercially reasonable efforts to keep the
Shelf Registration Statement continuously effective until the earliest of (i) the time when the
Registrable Securities covered by the Shelf Registration Statement can be sold pursuant to Rule 144
under the 1933 Act without any limitations under clauses (c), (e), (f) and (h) of Rule 144, (ii)
two years from the Issue Date or (iii) the date on which all Registrable Securities covered by the
Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. The
Company and the Guarantors further agree to supplement or amend the Shelf Registration Statement if
required by the rules, regulations or instructions applicable to the registration form used by the
Company and the Guarantors for such Shelf Registration Statement or by the 1933 Act or by any other
rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with
respect to information relating to such Holder, and to use their commercially reasonable efforts to
cause any such amendment to become effective and such Shelf Registration Statement to become usable
as soon as thereafter practicable. The Company and the Guarantors agree to furnish to the Holders
of Registrable Securities copies of any such supplement or amendment promptly after its being used
or filed with the SEC.
(c) The Company and the Guarantors shall pay all Registration Expenses in connection with the
registration pursuant to Section 2(a) and Section 2(b). Each Holder shall pay all underwriting
discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such
Holder’s Registrable Securities pursuant to the Shelf Registration Statement.
(d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf
Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective
unless it has been declared effective by the SEC; provided, however, that, if,
after it has been declared effective, the offering of Registrable Securities pursuant to a Shelf
Registration Statement is interfered with by any stop order, injunction or other order or
requirement of the SEC or any other governmental agency or court, such Registration Statement will
be deemed not to have become effective during the period of such interference until the offering of
Registrable Securities pursuant to such Registration Statement may legally resume. In the event
the Exchange Offer is not consummated and the Shelf Registration Statement is not declared
effective on or prior to October 31, 2007, the interest rate on the Securities will be increased by
0.25% per annum for the first 90-day period thereafter, and the amount of such additional interest
will increase by an additional 0.25% for each subsequent 90-day period, up to a maximum of 1.0%
over the original interest rate on the Securities (“Additional Interest”). At the time the
Exchange Offer is consummated or the Shelf Registration Statement is declared effective by the SEC,
the interest rate on the Securities shall revert to the original interest rate on the Closing Date
and the Company and the Guarantors shall no longer be required to pay Additional Interest.
(e) Without limiting the remedies available to the Placement Agent and the Holders, the
Company and the Guarantors acknowledge that any failure by the Company and the Guarantors to comply
with their obligations under Section 2(a) and Section 2(b) hereof may result in material
irreparable injury to the Placement Agent or the Holders for which there is no adequate remedy at
law, that it will not be possible to measure damages for such injuries precisely and that, in the
event of any such failure, the Placement Agent or any Holder may obtain such relief as may
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be
required to specifically enforce the Company’s obligations under Section 2(a) and Section 2(b)
hereof.
3. Registration Procedures.
(a) In connection with the obligations of the Company and the Guarantors with respect to the
Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the Company and
the Guarantors shall as expeditiously as possible:
(b) prepare and file with the SEC a Registration Statement on the appropriate form under the
1933 Act, which form (x) shall be selected by the Company and the Guarantors and (y) shall,
in the case of a Shelf Registration, be available for the sale of the Registrable Securities
by the selling Holders thereof and (z) shall comply as to form in all material respects with
the requirements of the applicable form and include all financial statements required by the
SEC to be filed therewith, and use their commercially reasonable efforts to cause such
Registration Statement to become effective and remain effective in accordance with Section 2
hereof;
(c) prepare and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement effective for
the applicable period and cause each Prospectus to be supplemented by any required
prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the
1933 Act; to keep each Prospectus current during the period described under Section 4(3) and
Rule 174 under the 1933 Act that is applicable to transactions by brokers or dealers with
respect to the Registrable Securities or Exchange Securities;
(d) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities,
to counsel for the Placement Agent, to counsel for the Holders and to each Underwriter of an
Underwritten Offering of Registrable Securities, if any, without charge, as many copies of
each Prospectus, including each preliminary Prospectus, and any amendment or supplement
thereto and such other documents as such Holder or Underwriter may reasonably request, other
than exhibits to documents incorporated by reference or exhibits thereto or documents
available on the SEC’s Electronic Data Gathering, Analysis and Retrieval System
(“XXXXX”), in order to facilitate the public sale or other disposition of the
Registrable Securities; and the Company and the Guarantors consent to the use of such
Prospectus and any amendment or supplement thereto in accordance with applicable law
by each of the selling Holders of Registrable Securities and any such Underwriters in
connection with the offering and sale of the Registrable Securities covered by and in the
manner described in such Prospectus or any amendment or supplement thereto in accordance
with applicable law;
(e) use their commercially reasonable efforts to register or qualify the Registrable
Securities under all applicable state securities or “blue sky” laws of such jurisdictions as
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any Holder of Registrable Securities covered by a Registration Statement shall reasonably
request in writing by the time the applicable Registration Statement is declared effective
by the SEC, to cooperate with such Holders in connection with any filings required to be
made with the National Association of Securities Dealers, Inc. and do any and all other acts
and things which may be reasonably necessary or advisable to enable such Holder to
consummate the disposition in each such jurisdiction of such Registrable Securities owned by
such Holder; provided, however, that the Company and the Guarantors shall
not be required to (i) qualify as a foreign corporation or as a dealer in securities in any
jurisdiction where it would not otherwise be required to qualify but for this Section 3(d),
(ii) file any general consent to service of process or (iii) subject itself to taxation in
any such jurisdiction if it is not so subject;
(f) in the case of a Shelf Registration, notify each Holder of Registrable Securities,
counsel for the Holders and counsel for the Placement Agent promptly and, if requested by
any such Holder or counsel, confirm such advice in writing (i) when a Registration Statement
has become effective and when any post-effective amendment thereto has been filed and
becomes effective, (ii) of any request by the SEC or any state securities authority for
amendments and supplements to a Registration Statement and Prospectus or for additional
information after the Registration Statement has become effective, (iii) of the issuance by
the SEC or any state securities authority of any stop order suspending the effectiveness of
a Registration Statement or the initiation of any proceedings for that purpose, (iv) if,
between the effective date of a Registration Statement and the closing of any sale of
Registrable Securities covered thereby, the representations and warranties of the Company
and the Guarantors contained in any underwriting agreement, securities sales agreement or
other similar agreement, if any, relating to the offering cease to be true and correct in
all material respects or if the Company or the Guarantors receives any notification with
respect to the suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation of any proceeding for such purpose, (v) of the happening of
any event during the period a Shelf Registration Statement is effective which makes any
statement made in such Registration Statement or the related Prospectus untrue in any
material respect or which requires the making of any changes in such Registration Statement
or Prospectus in order to make the statements therein not misleading and (vi) of any
determination by the Company and the Guarantors that a post-effective amendment to a
Registration Statement would be appropriate;
(g) use commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement at the earliest possible moment and
provide immediate notice to each Holder of the withdrawal of any such order;
(h) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities,
without charge, at least one conformed copy of each Registration Statement and any
post-effective amendment thereto (without documents incorporated therein by reference or
exhibits thereto, unless requested);
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(i) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable
Securities to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive legends and enable such
Registrable Securities to be in such denominations (consistent with the provisions of the
Indenture) and registered in such names as the selling Holders may reasonably request at
least one business day prior to the closing of any sale of Registrable Securities;
(j) in the case of a Shelf Registration, upon the occurrence of any event contemplated by
Section 3(e)(v) hereof, use their commercially reasonable efforts to prepare and file with
the SEC a supplement or post-effective amendment to a Registration Statement or the related
Prospectus or any document incorporated therein by reference or file any other required
document so that, as thereafter delivered to the purchasers of the Registrable Securities,
such Prospectus will not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. The Company and the Guarantors agree to notify the
Holders to suspend use of the Prospectus as promptly as practicable after the occurrence of
such an event, and the Holders hereby agree to suspend use of the Prospectus until the
Company and the Guarantors have amended or supplemented the Prospectus to correct such
misstatement or omission;
(k) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any
amendment to a Registration Statement or amendment or supplement to a Prospectus or any
document which is to be incorporated by reference into a Registration Statement or a
Prospectus after initial filing of a Registration Statement, provide copies of such document
to the Placement Agent and its counsel (and, in the case of a Shelf Registration Statement,
the Holders and their counsel) and make such of the representatives of the Company as shall
be reasonably requested by the Placement Agent or its counsel (and, in the case of a Shelf
Registration Statement, the Holders or their counsel) available for discussion of such
document, and shall not at any time file or make any amendment to the Registration
Statement, any Prospectus or any amendment of or supplement to a Registration Statement or a
Prospectus or any document which is to be incorporated by reference into a Registration
Statement or a Prospectus, of which the Placement Agent and its counsel (and, in the case of
a Shelf Registration Statement, the Holders and their counsel) shall not have previously
been advised and furnished a copy or to which the Placement Agent or its counsel (and, in
the case of a Shelf Registration Statement, the Holders or their
counsel) shall object;
(l) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case
may be, not later than the effective date of a Registration Statement;
(m) cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended
(the “TIA”), in connection with the registration of the Exchange Securities or
Registrable Securities, as the case may be, cooperate with the Trustee and the Holders to
effect such changes to the Indenture as may be required for the Indenture to be so qualified
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in accordance with the terms of the TIA and execute, and use their commercially reasonable
efforts to cause the Trustee to execute, all documents as may be required to effect such
changes and all other forms and documents required to be filed with the SEC to enable the
Indenture to be so qualified in a timely manner;
(n) in the case of a Shelf Registration, make available for inspection by a representative
of the Holders of the Registrable Securities, any Underwriter participating in any
disposition pursuant to such Shelf Registration Statement, and attorneys and accountants
designated by the Holders, at reasonable times and in a reasonable manner, all financial and
other records, pertinent documents and properties of the Company and the Guarantors, and
cause the respective officers, directors and employees of the Company and the Guarantors to
supply all information reasonably requested by any such representative, Underwriter,
attorney or accountant in connection with a Shelf Registration Statement;
(o) use their commercially reasonable efforts to cause the Exchange Securities or
Registrable Securities, as the case may be, to be rated by two nationally recognized
statistical rating organizations (as such term is defined in Rule 436(g)(2) under the 0000
Xxx); and
(p) in the case of a Shelf Registration, enter into such customary agreements and take all
such other actions in connection therewith (including those requested by the Holders of a
majority of the Registrable Securities being sold) in order to expedite or facilitate the
disposition of such Registrable Securities including, but not limited to, an Underwritten
Offering and in such connection, (i) to the extent possible, make such representations and
warranties to the Holders and any Underwriters of such Registrable Securities with respect
to the business of the Company and its subsidiaries, the Registration Statement, Prospectus
and documents incorporated by reference or deemed incorporated by reference, if any, in each
case, in form, substance and scope as are customarily made by issuers to underwriters in
underwritten offerings and confirm the same if and when requested, (ii) obtain opinions of
counsel to the Company and the Guarantors (which counsel and opinions, in form, scope and
substance, shall be reasonably satisfactory to the Holders and such Underwriters and their
respective counsel) addressed to each selling Holder and Underwriter of Registrable
Securities, covering the matters customarily covered in opinions requested in underwritten
offerings, (iii) obtain “cold comfort” letters from the independent registered public
accountants of the Company and the Guarantors (and, if necessary, any other certified public
accountant of any subsidiary of the Company, or of any business acquired by the Company or
the Guarantors for which financial statements and financial data are or are required to be
included in the Registration Statement) addressed to each selling Holder and Underwriter of
Registrable Securities, such letters to be in customary form and covering matters of the
type customarily covered in “cold comfort” letters in connection with underwritten
offerings, and (iv) deliver such documents and certificates as may be reasonably requested
by the Holders of a majority in principal amount of the Registrable Securities being sold or
the Underwriters, and which are customarily delivered in underwritten offerings, to evidence
the continued validity of the representations and
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warranties of the Company and the Guarantors made pursuant to clause (i) above and to
evidence compliance with any customary conditions contained in an underwriting agreement.
In the case of a Shelf Registration Statement, the Company may require each Holder of
Registrable Securities to furnish to the Company such information regarding the Holder and the
proposed distribution by such Holder of such Registrable Securities as the Company may from time to
time reasonably request in writing.
In the case of a Shelf Registration Statement, each Holder agrees that, upon receipt of any
notice from the Company or the Guarantors of the happening of any event of the kind described in
Section 3(e)(v) hereof, such Holder will forthwith discontinue disposition of Registrable
Securities pursuant to a Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(i) hereof, and, if so directed by the
Company or the Guarantors, such Holder will deliver to the Company and the Guarantors (at its
expense) all copies in its possession, other than permanent file copies then in such Holder’s
possession, of the Prospectus covering such Registrable Securities current at the time of receipt
of such notice. If the Company and the Guarantors shall give any such notice to suspend the
disposition of Registrable Securities pursuant to a Registration Statement, the Company and the
Guarantors shall extend the period during which the Registration Statement shall be maintained
effective pursuant to this Agreement by the number of days during the period from and including the
date of the giving of such notice to and including the date when the Holders shall have received
copies of the supplemented or amended Prospectus necessary to resume such dispositions. The
Company and the Guarantors may give any such notice only twice during any 365 day period and any
such suspensions may not exceed 45 days for each suspension and there may not be more than two
suspensions in effect during any 365 day period.
Notwithstanding the foregoing (and anything else to the contrary in this Agreement), the
Company and the Guarantors may allow a Shelf Registration Statement to cease to be effective if the
Board of Directors of the Company determines in good faith that it is in the Company’s best
interests not to disclose the existence of facts surrounding any proposed or pending material
corporate transaction involving the Company or a Guarantor, and the Company notifies the Holders of
Registrable Securities promptly after such Board of Directors makes such determination; provided,
however, that such period shall not be greater than 60 days (whether or not consecutive) in the
aggregate, and provided further that the period referred to in this paragraph during which the
Company and the Guarantors agree to use commercially reasonable efforts to keep such Shelf
Registration Statement effective shall be extended by the number of days during which such Shelf
Registration Statement was not effective pursuant to the foregoing provision.
The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to
do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten
Offering, the investment banker and manager (the “Underwriter”) that will administer the
offering will be selected by the Majority Holders of the Registrable Securities included in such
offering, subject to the approval of the Company, which approval shall not be
- 12 -
unreasonably withheld or delayed.
4. Participation of Broker-Dealers in Exchange Offer.
(a) The Staff of the SEC has taken the position that any broker-dealer that receives Exchange
Securities for its own account in the Exchange Offer in exchange for Securities that were acquired
by such broker-dealer as a result of market-making or other trading activities (a
“Participating Broker-Dealer”), may be deemed to be an “underwriter” within the meaning of
the 1933 Act and must deliver a prospectus meeting the requirements of the 1933 Act in connection
with any resale of such Exchange Securities.
The Company and the Guarantors understand that it is the Staff’s position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution
containing a statement to the above effect and the means by which Participating Broker-Dealers may
resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the
amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers to satisfy their prospectus delivery obligation under the 1933 Act in connection
with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise
meets the requirements of the 1933 Act.
(b) In light of the above, notwithstanding the other provisions of this Agreement, the Company
and the Guarantors agree that the provisions of this Agreement as they relate to a Shelf
Registration shall also apply to an Exchange Offer Registration to the extent, and with such
reasonable modifications thereto as may be, reasonably requested by the Placement Agent or by one
or more Participating Broker-Dealers, in each case as provided in clause (ii) below, in order to
expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers
consistent with the positions of the Staff recited in Section 4(a) above; provided that:
(i) the Company and the Guarantors shall not be required to amend or supplement the
Prospectus contained in the Exchange Offer Registration Statement, as would otherwise be
contemplated by Section 3(i), (A) after the Participating Broker-Dealers shall have disposed
of the Registrable Securities or (B) for a period exceeding 180 days after the last Exchange
Date (as such period may be extended pursuant to the penultimate paragraph of Section 3 of
this Agreement) and Participating Broker-Dealers shall not be authorized by the Company and
the Guarantors to deliver and shall not deliver such Prospectus after such date or period in
connection with the resales contemplated by this Section 4; and
(ii) the application of the Shelf Registration procedures set forth in Section 3 of this
Agreement to an Exchange Offer Registration, to the extent not required by the positions of
the Staff or the 1933 Act and the rules and regulations thereunder, will be in conformity
with the reasonable request to the Company and the Guarantors by the Placement Agent or with
the reasonable request in writing to the Company by one or more broker-dealers who certify
to the Placement Agent and the Company and the Guarantors in writing that they
- 13 -
anticipate that they will be Participating Broker-Dealers; and provided
further that, in connection with such application of the Shelf Registration
procedures set forth in Section 3 to an Exchange Offer Registration, the Company and the
Guarantors shall be obligated (x) to deal only with one entity representing the
Participating Broker-Dealers, which shall be Xxxxxx Xxxxxxx & Co. Incorporated unless it
elects not to act as such representative, (y) to pay the fees and expenses of only one
counsel representing the Participating Broker-Dealers, which shall be counsel to the
Placement Agent unless such counsel elects not to so act and (z) to cause to be delivered
only one, if any, “cold comfort” letter with respect to the Prospectus in the form existing
on the last Exchange Date and with respect to each subsequent amendment or supplement, if
any, effected during the period specified in clause (i) above.
(c) The Placement Agent shall have no liability to the Company, the Guarantors or any Holder
with respect to any request that it may make pursuant to Section 4(b) above.
- 14 -
5. Indemnification and Contribution.
(a) The Company and each of the Guarantors agree to indemnify and hold harmless the Placement
Agent, each Holder and each Person, if any, who controls the Placement Agent or any Holder within
the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, or is under common
control with, or is controlled by, the Placement Agent or any Holder, from and against all losses,
claims, damages and liabilities (including, without limitation, any legal or other expenses
reasonably incurred by the Placement Agent, any Holder or any such controlling or affiliated Person
in connection with defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in any Registration Statement
(or any amendment thereto) pursuant to which Exchange Securities or Registrable Securities were
registered under the 1933 Act, including all documents incorporated therein by reference, or caused
by any omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or caused by any untrue statement or
alleged untrue statement of a material fact contained in any Prospectus (as amended or supplemented
if the Company and the Guarantors shall have furnished any amendments or supplements thereto), any
Free Writing Prospectus or any issuer information (“Issuer Information”) filed or required
to be filed pursuant to Rule 433(d) under the 1933 Act, or caused by any omission or alleged
omission to state therein a material fact necessary to make the statements therein in light of the
circumstances under which they were made not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or omission or alleged untrue
statement or omission based upon information relating to the Placement Agent or any Holder
furnished to the Company in writing by Xxxxxx Xxxxxxx & Co. Incorporated or any selling Holder
expressly for use therein. In connection with any Underwritten Offering permitted by Section 3,
the Company and each of the Guarantors will also indemnify the Underwriters, if any, selling
brokers, dealers and similar securities industry professionals participating in the distribution,
their officers and directors and each Person who controls such Persons (within the meaning of the
1933 Act and the 0000 Xxx) to the same extent as provided above with respect to the indemnification
of the Holders, if requested in connection with any Registration Statement.
(b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company,
the Guarantors, the Placement Agent and the other selling Holders, and each of their respective
directors, officers who sign the Registration Statement and each Person, if any, who controls the
Company or the Guarantors, the Placement Agent and any other selling Holder within the meaning of
either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing
indemnity from the Company and the Guarantors to the Placement Agent and the Holders, but only with
reference to information relating to such Holder furnished to the Company in writing by such Holder
expressly for use in any Registration Statement (or any amendment thereto), any Prospectus (or any
amendment or supplement thereto) or in any Free Writing Prospectus or Issuer Information.
(c) In case any proceeding (including any governmental investigation) shall be instituted
involving any Person in respect of which indemnity may be sought pursuant to either
- 15 -
paragraph (a) or paragraph (b) above, such Person (the “indemnified party”) shall promptly
notify the Person against whom such indemnity may be sought (the “indemnifying party”) in
writing and the indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified party and any others
the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of
such counsel related to such proceeding. In any such proceeding, any indemnified party shall have
the right to retain its own counsel, but the fees and expenses of such counsel shall be at the
expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall
have mutually agreed to the retention of such counsel or (ii) the named parties to any such
proceeding (including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them. It is understood that the indemnifying
party shall not, in connection with any proceeding or related proceedings in the same jurisdiction,
be liable for (a) the fees and expenses of more than one separate firm (in addition to any local
counsel) for the Placement Agent and all Persons, if any, who control the Placement Agent within
the meaning of either Section 15 of the 1933 Act or Xxxxxxx 00 xx xxx 0000 Xxx, (x) the fees and
expenses of more than one separate firm (in addition to any local counsel) for the Company, the
Guarantors, their respective directors and officers who sign the Registration Statement and each
Person, if any, who controls the Company or the Guarantors within the meaning of either such
Section and (c) the fees and expenses of more than one separate firm (in addition to any local
counsel) for all Holders and all Persons, if any, who control any Holders within the meaning of
either such Section, and that all such fees and expenses shall be reimbursed as they are incurred.
In such case involving the Placement Agent and Persons who control the Placement Agent, such firm
shall be designated in writing by Xxxxxx Xxxxxxx & Co. Incorporated. In such case involving the
Holders and such Persons who control Holders, such firm shall be designated in writing by the
Majority Holders. In all other cases, such firm shall be designated by the Company. The
indemnifying party shall not be liable for any settlement of any proceeding effected without its
written consent but, if settled with such consent or if there be a final judgment for the
plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any
loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing
sentence, if at any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and
third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any
settlement of any proceeding effected without its written consent if (i) such settlement is entered
into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii)
such indemnifying party shall not have reimbursed the indemnified party for such fees and expenses
of counsel in accordance with such request prior to the date of such settlement. No indemnifying
party shall, without the prior written consent of the indemnified party, effect any settlement of
any pending or threatened proceeding in respect of which such indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified party, unless such
settlement includes an unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.
(d) If the indemnification provided for in paragraph (a) or paragraph (b) of this Section 5 is
unavailable to an indemnified party or insufficient in respect of any losses, claims,
- 16 -
damages or liabilities, then each indemnifying party under such paragraph, in lieu of indemnifying
such indemnified party thereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities in such proportion as
is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand
and of the indemnified party or parties on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative fault of the Company and the Guarantors, on the
one hand, and the Holders, on the other hand, shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company and the
Guarantors or by the Holders and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Holders’ respective obligations
to contribute pursuant to this Section 5(d) are several in proportion to the respective principal
amount of Registrable Securities of such Holder that were registered pursuant to a Registration
Statement.
(e) The Company, the Guarantors and each Holder agree that it would not be just or equitable
if contribution pursuant to this Section 5 were determined by pro rata allocation
or by any other method of allocation that does not take account of the equitable considerations
referred to in paragraph (d) above. The amount paid or payable by an indemnified party as a result
of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed
to include, subject to the limitations set forth above, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending any such action or
claim. Notwithstanding the provisions of this Section 5, no Holder shall be required to indemnify
or contribute any amount in excess of the amount by which the total price at which Registrable
Securities were sold by such Holder exceeds the amount of any damages that such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 0000 Xxx) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. The remedies provided for in this Section 5 are not exclusive and
shall not limit any rights or remedies which may otherwise be available to any indemnified party at
law or in equity.
The indemnity and contribution provisions contained in this Section 5 shall remain operative
and in full force and effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of the Placement Agent, any Holder or any Person controlling the
Placement Agent or any Holder, or by or on behalf of the Company, the Guarantors, their respective
officers or directors or any Person controlling the Company or the Guarantors, (iii) acceptance of
any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf
Registration Statement.
- 17 -
6. Miscellaneous.
(a) No Inconsistent Agreements. The Company and the Guarantors have not entered into,
and on or after the date of this Agreement will not enter into, any agreement which is inconsistent
with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise
conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any
way conflict with and are not inconsistent with the rights granted to the holders of the Company’s
or the Guarantors’ other issued and outstanding securities under any such agreements.
(b) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given unless the Company has obtained the
written consent of Holders of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement, waiver or consent;
provided, however, that no amendment, modification, supplement, waiver or consent
to any departure from the provisions of Section 5 hereof shall be effective as against any Holder
of Registrable Securities unless consented to in writing by such Holder.
(c) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any
courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by
such Holder to the Company by means of a notice given in accordance with the provisions of this
Section 6(c), which address initially is, with respect to the Placement Agent, the address set
forth in the Placement Agreement; and (ii) if to the Company and the Guarantors, initially at the
Company’s address set forth in the Placement Agreement and thereafter at such other address, notice
of which is given in accordance with the provisions of this Section 6(c).
All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five business days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if
telecopied; and on the next business day if timely delivered to an air courier guaranteeing
overnight delivery.
Copies of all such notices, demands, or other communications shall be concurrently delivered
by the Person giving the same to the Trustee, at the address specified in the Indenture.
- 18 -
(d) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors, assigns and transferees of each of the parties, including, without
limitation and without the need for an express assignment, subsequent Holders; provided
that nothing herein shall be deemed to permit any assignment, transfer or other disposition of
Registrable Securities in violation of the terms of the Placement Agreement. If any transferee of
any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or
otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement,
and by taking and holding such Registrable Securities such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of this Agreement and
such Person shall be entitled to receive the benefits hereof. The Placement Agent (in its capacity
as Placement Agent) shall have no liability or obligation to the Company or the Guarantors with
respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the
obligations of such Holder under this Agreement.
(e) Third Party Beneficiary. The Holders shall be third party beneficiaries to the
agreements made hereunder between the Company and the Guarantors, on the one hand, and the
Placement Agent, on the other hand, and shall have the right to enforce such agreements directly to
the extent it deems such enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.
(f) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same agreement. Facsimile
signatures shall constitute original signatures for all purposes of this Agreement.
(g) Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.
(h) Governing Law. This Agreement shall be governed by the laws of the State of New
York.
(i) Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable,
the validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.
- 19 -
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.
MASTEC, INC. |
||||
By: | /s/ C. Xxxxxx Xxxxxxxx | |||
Name: | C. Xxxxxx Xxxxxxxx | |||
Title: | Executive Vice President and CFO | |||
CHURCH & TOWER, INC. |
||||
By: | /s/ C. Xxxxxx Xxxxxxxx | |||
Name: | C. Xxxxxx Xxxxxxxx | |||
Title: | Executive Vice President and CFO | |||
MASTEC ASSET MANAGEMENT COMPANY, INC. |
||||
By: | /s/ C. Xxxxxx Xxxxxxxx | |||
Name: | C. Xxxxxx Xxxxxxxx | |||
Title: | Executive Vice President and CFO | |||
MASTEC BRAZIL I, INC. |
||||
By: | /s/ C. Xxxxxx Xxxxxxxx | |||
Name: | C. Xxxxxx Xxxxxxxx | |||
Title: | Executive Vice President and CFO | |||
MASTEC BRAZIL II, INC. |
||||
By: | /s/ C. Xxxxxx Xxxxxxxx | |||
Name: | C. Xxxxxx Xxxxxxxx | |||
Title: | Executive Vice President and CFO | |||
MASTEC CONTRACTING COMPANY, INC. |
||||
By: | /s/ Xxxxxxx xx Xxxxxxxx | |||
Name: | Xxxxxxx xx Xxxxxxxx | |||
Title: | Vice President | |||
MASTEC FC, INC. |
||||
By: | /s/ C. Xxxxxx Xxxxxxxx | |||
Name: | C. Xxxxxx Xxxxxxxx | |||
Title: | Executive Vice President and CFO | |||
MASTEC LATIN AMERICA, INC. |
||||
By: | /s/ C. Xxxxxx Xxxxxxxx | |||
Name: | C. Xxxxxx Xxxxxxxx | |||
Title: | Executive Vice President and CFO |
MASTEC NORTH AMERICA AC, LLC |
||||
By: | /s/ C. Xxxxxx Xxxxxxxx | |||
Name: | C. Xxxxxx Xxxxxxxx | |||
Title: | Executive Vice President and CFO | |||
MASTEC NORTH AMERICA, INC. |
||||
By: | /s/ C. Xxxxxx Xxxxxxxx | |||
Name: | C. Xxxxxx Xxxxxxxx | |||
Title: | Executive Vice President and CFO | |||
MASTEC OF TEXAS, INC. |
||||
By: | /s/ C. Xxxxxx Xxxxxxxx | |||
Name: | C. Xxxxxx Xxxxxxxx | |||
Title: | Executive Vice President and CFO | |||
MASTEC SERVICES COMPANY, INC. |
||||
By: | /s/ C. Xxxxxx Xxxxxxxx | |||
Name: | C. Xxxxxx Xxxxxxxx | |||
Title: | Executive Vice President and CFO |
MASTEC SPAIN, INC. |
||||
By: | /s/ C. Xxxxxx Xxxxxxxx | |||
Name: | C. Xxxxxx Xxxxxxxx | |||
Title: | Executive Vice President and CFO | |||
MASTEC TC, INC. |
||||
By: | /s/ C. Xxxxxx Xxxxxxxx | |||
Name: | C. Xxxxxx Xxxxxxxx | |||
Title: | Executive Vice President and CFO | |||
MASTEC VENEZUELA, INC. |
||||
By: | /s/ C. Xxxxxx Xxxxxxxx | |||
Name: | C. Xxxxxx Xxxxxxxx | |||
Title: | Executive Vice President and CFO | |||
Confirmed and accepted as of
the date first above written:
XXXXXX XXXXXXX & CO. INCORPORATED | ||||
By:
|
/s/ Xxxxxxx Xxxxxxxx | |||
Name: Xxxxxxx Xxxxxxxx | ||||
Title: Managing Director |
Execution Version
Dated January 31, 2007
among
MASTEC, INC.
and
THE GUARANTORS NAMED HEREIN
and
XXXXXX XXXXXXX & CO. INCORPORATED