Third Amendment to Amended & Restated Loan Securit



 




EXHIBIT
10.54



THIRD
AMENDMENT TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT





     THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is
made and entered into this 31st day of July, 2007, and effective as of June 30, 2007 by and among
MASTEC, INC., a Florida corporation (“MasTec”), the Subsidiaries of MasTec identified on the
signature pages hereto (together with MasTec, collectively the “Borrowers” and each individually a
“Borrower”), the financial institutions party from time to time to the Loan Agreement (as
hereinafter defined) (collectively, the “Lenders”), and BANK OF AMERICA, N.A., a national banking
association, in its capacity as collateral and administrative agent for the Lenders (together with
its successors in such capacity, “Agent”).



Recitals:




     Agent, Lenders and Borrowers are parties to a certain Amended and Restated Loan and Security
Agreement dated May 10, 2005 (as at any time amended, restated, supplemented or otherwise modified,
the “Loan Agreement”), pursuant to which Agent and Lenders have made certain revolving credit loans
and letter of credit accommodations to or for the benefit of Borrowers.



     Borrowers have requested that Agent and Lenders agree to further amend the Loan Agreement, and
Agent and Lenders are willing to do so, on the terms and subject to the conditions set forth in
this Amendment.



     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. Definitions. Each capitalized term used in this Amendment, unless otherwise
defined herein, shall have the meaning ascribed to such term in the Loan Agreement.



     2. Amendments to Loan Agreement. Subject to the satisfaction of each of the
conditions precedent set forth in this Amendment, the Loan Agreement is hereby amended as follows:




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




     Eligible Real Estate — each parcel of Real Estate which Agent,
in its reasonable credit judgment, determines to be Eligible Real Estate.
Without limiting the discretion of Agent to establish other criteria of
eligibility, Eligible Real Estate (i) shall be owned by an Obligor, (ii)
shall be subject to the Lien in favor of Agent and to no other Lien (other
than those Liens or encumbrances, if any, which are expressly permitted in
the Mortgages applicable to such Real Estate), (iii) shall be located
within the continental United States, (iv) shall be in compliance with all
of the representations, warranties, covenants and agreements set forth in
the Mortgage(s) applicable thereto and in Sections 7.3.1, 9.1.30 and
10.1.17 hereof, and (v) shall have been included in a fair market value
appraisal of the Real Estate, and shall be covered by an environmental
report, in each case which have been accepted by and are satisfactory to
Agent.



 









 






     Funded Debt - with respect to Borrowers and their
Subsidiaries, the sum, without duplication, of (i) the aggregate amount of
Debt of Borrowers and their Subsidiaries relating to (a) the borrowing of
money or the obtaining of credit (other than trade payables incurred in the
Ordinary Course of Business), including the Obligations and any other notes
or bonds, (b) the deferred purchase price of assets (other than trade
payables incurred in the Ordinary Course of Business), and (c) any
Capitalized Lease Obligations, plus (ii) Debt of the type referred
to in clause (i) of another Person guaranteed by a Borrower or Subsidiary,
in each case as determined on a Consolidated basis.




     Increase Effective Date — as defined in Section 2.1.6(ii) of
this Agreement.




     Real Estate Formula Amount — on any date of determination
thereof, the lesser of (i) $15,000,000 or (ii) an amount equal to the
product of sixty percent (60%) multiplied by the fair market value
of Eligible Real Estate set forth in the most recent fair market value
appraisal of the Real Estate which has been accepted by and is satisfactory
to Agent; provided, that the amount calculated under this
clause shall be reduced by an amount, as determined by Agent, equal to the
aggregate amount of the fair market value of all Eligible Real Estate that
has been disposed of by Obligors (other than in accordance with Section
8.4.2(ii)) since the date of the most recent fair market value appraisal of
the Real Estate which has been accepted by and is satisfactory to Agent.



     (b) By deleting from Section 1.1 of the Loan Agreement the definition of “Availability
Block” in its entirety.



     (c) By deleting from Section 1.1 of the Loan Agreement the definitions of “Adjusted
EBITDA”, “Applicable Margin”, “Availability Reserve”, “Borrowing Base”, “Eligible Unbilled
Accounts Formula Amount”, “Fixed Assets Formula Amount”, “Leverage Ratio”, “Restricted
Investment” and “Senior Funded Debt” in their entireties and by substituting the following
new definitions, respectively, in lieu thereof:




     Adjusted EBITDA — for any fiscal period of Borrowers and their
Subsidiaries (other than DirectStar), an amount equal to the sum for such
period of (i) Adjusted Net Earnings, plus (ii) provision for taxes
based on income and for state or provincial franchise taxes, to the extent
deducted in the calculation of Adjusted Net Earnings, plus (iii)
interest expense, to the extent deducted in the calculation of Adjusted Net
Earnings, plus (iv) depreciation and amortization to the extent
deducted in the calculation of Adjusted Net Earnings, plus (v)
charges included in Adjusted Net Earnings related to purchase accounting
adjustments that are as required by FASB 141 and 142, plus (vi)
non-cash charges (including inventory adjustments, loss on job contract
accruals, expenses relating to equity award compensation and write down of
assets and the cumulative effect of changes in accounting principles under
GAAP) either (A) as approved by Agent or (B) from discontinued operations
to the extent deducted in the calculation of Adjusted Net Earnings for such
period, all calculated on a Consolidated basis,



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plus (vii) without duplication, any cash Distributions made by
DirectStar to any Borrower, all calculated on a Consolidated basis;
provided that, solely for the purpose of determining the
Leverage Ratio in connection with the calculation of the Applicable Margin,
(x) Adjusted EBITDA shall be calculated on a Consolidated basis for
Borrowers and their Subsidiaries (excluding those discontinued operations
of Borrowers and Guarantors reported to Agent in writing by Borrowers on
July 31, 2007), and (y) Adjusted EBITDA shall include, with respect to any
Permitted Acquisition, the Adjusted EBITDA of the acquired Person for the
twelve month period immediately preceding the Permitted Acquisition.




       Applicable Margin — a percentage equal to 0.25% with
respect to Revolver Loans that are Base Rate Loans and 1.75% with respect
to Revolver Loans that are LIBOR Loans; provided, that upon
Agent’s receipt of the applicable financial statements and corresponding
Compliance Certificate for Fiscal Quarter ending June 30, 2007, the
Applicable Margin shall be reduced to a percentage equal to 0.00% with
respect to Revolver Loans that are Base Rate Loans and 1.125% with respect
to Revolver Loans that are LIBOR Loans; provided, further
that commencing on the first day of the calendar month immediately
succeeding the third Business Day (each an “Adjustment Date”) after Agent’s
receipt of the applicable financial statements and corresponding Compliance
Certificate for each Fiscal Quarter ending on or after December 31, 2007,
the Applicable Margin shall be increased or (if no Default or Event of
Default exists) decreased, on a quarterly basis according to the
performance of Borrowers as measured by the Leverage Ratio for the
immediately preceding Fiscal Quarter of Borrowers, as follows:



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Applicable LIBOR	 	Applicable Base
	Level	 	Leverage Ratio	 	Margin	 	Rate Margin
	I

	 	≥ 4.00 to 1.00
	 	 	2.00	%	 	 	0.50	%
	II

	 	≥ 3.00 to l.00 but
< 4.00 to 1.00
	 	 	1.75	%	 	 	0.25	%
	III

	 	≥ 2.00 to l.00 but
< 3.00 to 1.00
	 	 	1.50	%	 	 	0.00	%
	IV

	 	≥ 1.50 to l.00 but
< 2.00 to 1.00
	 	 	1.25	%	 	 	0.00	%
	V

	 	≥ 1.00 to l.00 but < 1.50 to 1.00
	 	 	1.125	%	 	 	0.00	%
	VI

	 	< 1.00 to 1.00
	 	 	1.00	%	 	 	0.00	%






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Except as otherwise set forth herein, any such increase or reduction in the
Applicable Margin shall be subject to receipt by Agent of the applicable
financial statements and corresponding Compliance Certificate. If the
financial statements and the Compliance Certificate of Borrowers setting
forth the Leverage Ratio are not received by Agent by the date required
pursuant to Section 10.1.3 of this Agreement, the Applicable Margin shall
be determined as if the Leverage Ratio exceeds 4.00 to 1.00 until such time
as such financial statements and Compliance Certificate are received and
any Event of Default resulting from a failure to timely deliver such
financial statements or Compliance Certificate is waived in writing by
Agent and Lenders; provided, however, that Agent and
Lenders shall be entitled to accrue and receive interest at the Default
Rate to the extent authorized by Section 3.1.5 of this Agreement and, on
each date that the Default Rate accrues on any Loan, the Applicable Margin
on such date for such Loan shall be the Applicable Margin that would apply
if the Leverage Ratio exceeded 4.00 to 1.00 (without regard to the actual
Leverage Ratio). For the final Fiscal Quarter of any Fiscal Year of
Borrowers, Borrowers may provide the unaudited financial statements of
Borrowers, subject only to year-end adjustments, for the purpose of
determining the Applicable Margin; provided, however, that
if, upon delivery of the annual audited financial statements required to be
submitted by Borrowers to Agent pursuant to Section 10.1.3(i) of this
Agreement, Borrowers have not met the criteria for reduction of the
Applicable Margin pursuant to the terms hereinabove for the final Fiscal
Quarter of the Fiscal Year of Borrowers then ended, then (a) such
Applicable Margin reduction shall be terminated and, effective on the first
day of the month following receipt by Agent of such audited financial
statements, the Applicable Margin shall be the Applicable Margin that would
have been in effect if such reduction had been implemented based upon the
audited financial statements of Borrowers for the final Fiscal Quarter of
the Fiscal Year of Borrowers then ended, and (b) Borrowers shall pay to
Agent, for the Pro Rata benefit of the Lenders, on the first day of the
month following receipt by Agent of such audited financial statements, an
amount equal to the difference between the amount of interest that would
have been paid using the Applicable Margin determined based upon such
audited financial statements and the amount of interest actually paid
during the period in which the reduction of the Applicable Margin was in
effect based upon the unaudited financial statements for the final Fiscal
Quarter of the Fiscal Year of Borrowers then ended.



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     Availability Reserve — on any date of determination thereof,
an amount equal to the sum of the following (without duplication): (i) the
Rent Reserve; (ii)
any amounts which any Obligor is obligated to pay to Agent, Lenders or
other Persons pursuant to the provisions of any of the Loan Documents that
Agent or any Lender elects to pay for the account of such Obligor in
accordance with authority contained in any of the Loan Documents; (iii) the
LC Reserve; (iv) the aggregate amount of reserves established by Agent from
time to time in its discretion in respect of Banking Relationship Debt; (v)
the aggregate amount of Royalties that have accrued and are unpaid, whether
or not then due and payable by an Obligor; (vi) the aggregate amount of all
liabilities and obligations that are secured by Liens upon any of the
Collateral that are senior in priority to Agent’s Liens if such Liens are
not Permitted Liens (provided that the imposition of a reserve hereunder on
account of such Liens shall not be deemed a waiver of the Event of Default
that arises from the existence of such Liens) or are Permitted Liens under
Section 10.2.5(iii) of this Agreement; (vii) the DirecTV Account Reserve;
(viii) the Canadian Reserve; (ix) the Dilution Reserve; and (x) such
additional reserves, in such amounts and with respect to such matters, as
Agent in its reasonable credit judgment may elect to impose from time to
time.




     Borrowing Base — on any date of determination thereof, an
amount equal to the lesser of: (a) the aggregate amount of the Revolver
Commitments on such date minus the Availability Reserve on such
date, or (b) an amount equal to (i) the sum of (A) the Accounts Formula
Amount on such date plus (B) the Eligible Unbilled Accounts Formula
Amount on such date plus (C) the Fixed Assets Formula Amount on
such date plus (D) the Real Estate Formula Amount on such date
plus (E) the Eligible Cash Collateral Amount on such date
minus (ii) the Availability Reserve on such date. Notwithstanding
the foregoing, in no event shall the aggregate amount of Revolver Loans
outstanding at any date as measured by Eligible Accounts and Eligible
Unbilled Accounts of the Canadian Obligors exceed, in the aggregate,
$5,000,000.




     Eligible Unbilled Accounts Formula Amount — on any date of
determination thereof, an amount equal to the lesser of (i) 70% (or such
lesser percentage as Agent may in its reasonable credit judgment determine
from time to time) of the aggregate amount of Eligible Unbilled Accounts on
such date, or (ii) an amount equal to the product of (x) the sum of the
Accounts Formula Amount on such date, the amount derived pursuant to
subsection (i) of this definition, the Fixed Assets Formula Amount, and
the Real Estate Formula Amount multiplied by (y) 15%.




     Fixed Assets Formula Amount — on any date of determination
thereof, the lesser of (i) $50,000,000, or (ii) an amount equal to eighty
percent (80%) of the Net Orderly Liquidation Value of Eligible Fixed
Assets; provided, however, that the amount calculated under
this clause (ii) shall be adjusted (either upward or downward, as
applicable) by an amount equal to the lesser of (A) $5,000,000 (in the case
of an upward adjustment) and (B) the result of (I) eighty percent (80%) of
the aggregate cost of all Equipment that has been acquired by Obligors
since the date of the most recent Net Orderly Liquidation Value Appraisal,
minus (II) an amount, as determined by Agent, equal to the
aggregate amount of the fair market value or book value, whichever is more,
of all Equipment that has been



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disposed of by Obligors (other than in accordance with Section
8.4.2(ii)) since the date of the most recent Net Orderly Liquidation Value
Appraisal of the Equipment.




     Leverage Ratio — with respect to any fiscal period, the ratio
of (i) the amount of total Funded Debt (including Senior Funded Debt,
Capitalized Lease Obligations, LC Obligations (other than those LC
Obligations that are Cash Collateralized) and Subordinated Debt, if any) as
of the last day of such fiscal period minus the amount of domestic
unrestricted balance sheet cash as of the last day of such fiscal period,
to (ii) Adjusted EBITDA for such fiscal period, all calculated for
Borrowers and their Subsidiaries on a Consolidated basis.




     Permitted Purchase Money Debt — Purchase Money Debt of
Borrowers and their Subsidiaries that is secured by no Lien or only by a
Purchase Money Lien, provided that the aggregate amount of Purchase Money
Debt outstanding at any time does not exceed $50,000,000. For the purposes
of this definition, the principal amount of any Purchase Money Debt
consisting of capitalized leases shall be computed as a Capitalized Lease
Obligation.




     Restricted Investment — any acquisition of Property by an
Obligor or any of its Subsidiaries in exchange for cash or other Property,
whether in the form of an acquisition of Equity Interests or Debt, or the
purchase or acquisition by such Obligor or any of its Subsidiaries of any
other Property, or a loan, advance, capital contribution or subscription
(each of the foregoing, an “Investment”), except acquisitions of the
following: (i) fixed assets to be used in the Ordinary Course of Business
of such Obligor or any of its Subsidiaries so long as the acquisition costs
thereof are Capital Expenditures permitted hereunder; (ii) goods held for
sale or lease or to be used in the manufacture of goods or the provision of
services by such Obligor or any of its Subsidiaries in the Ordinary Course
of Business; (iii) Current Assets arising from the sale or lease of goods
or the rendition of services in the Ordinary Course of Business of such
Obligor or any of its Subsidiaries; (iv) Investments in Subsidiaries to the
extent existing on the Closing Date; (v) Cash Equivalents to the extent
they are not subject to rights of offset in favor of any Person other than
Agent or a Lender; (vi) loans and other advances of money to the extent not
prohibited by Section 10.2.2; (vii) Permitted Acquisitions; (viii) those
Investments of Borrowers described in Schedule 1.1A, to the extent
existing or committed to (as described in Schedule 1.1A) on the
Closing Date; (ix) Permitted DirectStar Investments, and (x) any other
Investment (other than a Permitted DirectStar Investment) that does not
result in an Acquisition, so long as Borrowers have demonstrated to Agent’s
satisfaction that both before or after giving effect to such Investment (A)
no Default or Event of Default exists and (B) Availability is greater than
$25,000,000.




     Senior Funded Debt —  all Funded Debt other than Subordinated
Debt.



     (d) By deleting clause (d) of the definition of “Permitted Acquisition” contained in
Section 1.1 of the Loan Agreement and by substituting in lieu thereof the following:



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     (d) Availability after giving pro forma effect to such Acquisition
would exceed $25,000,000;



     (e) By inserting the phrase “or increased from time to time pursuant to Section
2.1.6.” at the end of the definition of “Revolver Commitment” contained in Section 1.1 of
the Loan Agreement.



     (f) By deleting from Section 2.1.2 of the Loan Agreement the reference to
“$150,000,000” and by substituting in lieu thereof the phrase “the aggregate principal
amount of the Revolver Commitments of all Lenders at such time”.



     (g) By adding the following new Section 2.1.6 to the Loan Agreement, immediately after
the end of Section 2.1.5 and immediately prior to Section 2.2:




2.1.6. Increase in Revolver Commitments.




     (i) To the extent that any requested increase in the Revolver
Commitments is permitted under and will not violate the Indenture, and
provided that Agent has received evidence satisfactory to it from Borrowers
that such requested increase is permitted under and will not violate the
Indenture, then upon the terms and subject to the conditions set forth
herein, on any Business Day during the period from July 31, 2007 through
the Business Day immediately prior to the last calendar day of the Term,
and so long as no Default or Event of Default exists, Borrowers may request
that the Revolver Commitments be increased and, upon such request, Agent
shall use reasonable efforts in light of then-current market conditions to
solicit additional Eligible Assignees to become Lenders for the purposes of
this Agreement, or to encourage any Lender to increase its Revolver
Commitment; provided, that (a) each Lender that is a party
to this Agreement immediately prior to such increase shall have the first
option, and may elect, to fund its Pro Rata share of the amount of the
increase in the Revolver Commitment (or any such greater amount in the
event that one or more Lenders does not elect to fund its respective Pro
Rata share of the amount of the increase in the Revolver Commitment),
thereby increasing its Revolver Commitment hereunder, but no Lender shall
have any obligation to do so, (b) in the event that it becomes necessary to
include a new Eligible Assignee to fund the amount of the requested
increase in the Revolver Commitment, each such Eligible Assignee shall
become a Lender hereunder and agree to become party to, and shall assume
and agree to be bound by, this Agreement, subject to all terms and
conditions hereof; (c) no Lender shall have an obligation to Borrowers,
Agent or any other Lender to increase its Revolver Commitment or its Pro
Rata share of the Revolver Commitments, which decision shall be made in the
sole discretion of each Lender; and (d) in no event shall the addition of
any Lender or Lenders or the increase in the Revolver Commitment of any
Lender under this Section 2.1.6 increase the aggregate Revolver Commitments
to an aggregate amount greater than $200,000,000 less the amount of any
voluntary reductions under Section 2.2 hereof. Upon the addition of any
Lender, or the increase in the Revolver Commitment of any Lender, the
dollar amount of the Revolver Commitment set forth opposite each Lender’s
name on the signature



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pages to this Agreement shall be amended by Agent and Borrowers to reflect
such addition or such increase, and Agent shall deliver to Lenders and
Borrowers a copy of such amendment. Lenders shall be entitled to receive
and Borrowers shall be obligated to pay a mutually agreeable amendment fee
to Agent for the Pro Rata benefit of those Lenders who increase their
Revolver Commitment and any new Lenders, such fee to be based upon the
increase in their Revolver Commitments only and not on their aggregate
Revolver Commitments after giving effect to such increase.




     (ii) If any requested increase in the Revolver Commitments is agreed
to in accordance with subsection (i) above, Agent and Borrowers shall
determine the effective date of such increase (the “Increase Effective
Date”). Agent, with the consent and approval of Borrowers, shall promptly
confirm in writing to Lenders the final allocation of such increase as of
the Increase Effective Date, and each new Lender and each existing Lender
that has increased its Revolver Commitment shall purchase Revolver Loans
and LC Obligations from each other Lender in an amount such that, after
such purchase or purchases, the amount of outstanding Revolver Loans and LC
Obligations from each Lender shall equal such Lender’s respective Pro Rata
share of the Revolver Commitments, as modified to give effect to such
increase, multiplied by the aggregate amount of Revolver Loans outstanding
and LC Obligations from all Lenders. As condition precedents to the
effectiveness of such increase, Borrowers shall deliver to Agent (i) a
certificate dated as of the Increase Effective Date (in sufficient copies
for each Lender) signed by the Chief Financial Officer of Borrower Agent on
behalf of Borrowers, including a Compliance Certificate demonstrating
compliance with the terms of this Agreement and certification that, both
before and after giving effect to such increase, each representation and
warranty contained in Section 9 and each certification in Section 15.18 of
this Agreement is true and correct in all material respects on and as of
the Increase Effective Date (except to the extent that any such
representation or warranty is stated to relate solely to an earlier date),
that the requested increase is permitted under and will not violate the
Indenture, and that no Default or Event of Default exists, and (ii) legal
opinions from counsel to the Borrowers in form and substance acceptable to
Agent that the Loan Agreement and the requested increase in the Revolver
Commitments provided for herein is permitted under and does not violate the
Indenture or any other Material Contract. Upon the request of any Lender,
Borrowers shall deliver a new or amended Revolver Note reflecting the new
or increased Revolver Commitment of each such Lender as of the Increase
Effective Date.



     (h) By deleting Sections 3.2.1 and 3.2.2 of the Loan Agreement in their entireties
and by substituting in lieu thereof the following:




     3.2.1. Unused Line Fee. Borrowers shall pay to Agent for the Pro Rata benefit of Lenders a
fee equal to 0.25% per annum of the amount by which the Average Revolver
Loan Balance for any month (or portion thereof that the Commitments are in
effect) is less than the aggregate amount of the Revolver Commitments, such
fee to be paid on the first day of the following month;



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provided that, if the Commitments are terminated on a
day other than the first day of a month, then any such fee payable for the
month in which termination occurs shall be paid on the effective date of
such termination.




     3.2.2. LC Facility Fees. Borrowers shall pay: (a)(i) to
Agent, for the Pro Rata account of each Lender for all Letters of Credit,
the Applicable Margin in effect for Revolver Loans that are LIBOR Loans on
a per annum basis based on the average amount available to be drawn under
Letters of Credit outstanding and all Letters of Credit that are paid or
expire during the period of measurement (or, with respect to each Letter of
Credit that is secured by cash deposited by Borrowers into the Cash
Collateral Account on terms satisfactory to Agent, 0.50% on a per annum
basis based on the average amount available to be drawn under all such
cash-collateralized Letters of Credit outstanding and all such
cash-collateralized Letters of Credit that are paid or expire during the
period of measurement), in each case payable monthly, in arrears, on the
first Business Day of the following month; (ii) to Agent, for its own
account a Letter of Credit fronting fee of 0.125% per annum based on the
average amount available to be drawn under all Letters of Credit
outstanding and all Letters of Credit that are paid or expire during the
period of measurement, payable monthly, in arrears, on the first Business
Day of the following month; and (iii) to Issuing Bank for its own account
all customary charges associated with the issuance, amending, negotiating,
payment, processing and administration of all Letters of Credit.



     (i) By deleting clause (ii) of the first sentence contained in Section 3.2.3 of the
Loan Agreement and by substituting in lieu thereof the following:




     (ii) appraisals of Equipment no more frequently than three (3) times
per Loan Year (one of which may be a full physical appraisal and the other
two of which shall be desktop appraisals performed by employees or agents
of Agent), and (iii) appraisals of Eligible Real Estate no more frequently
than one (1) time per Loan Year; provided, that, in the
case of each of clauses (ii) and (iii), if a Default or Event of Default
exists, there shall be no limit on the number or type of appraisals for
which Borrowers shall be obligated to reimburse Agent.



     (j) By deleting from the reference to “May 10, 2010” contained in Section 6.1 of the
Loan Agreement and by substituting in lieu thereof a reference to “May 10, 2012”.



     (k) By deleting Section 8.2.5 of the Loan Agreement in its entirety and by
substituting in lieu thereof the following:




     8.2.5 Maintenance of Dominion Account; Trigger Events.




     (i) At all times after the occurrence of a Trigger Event (as defined
below), Borrowers shall maintain with a Clearing Bank a Dominion Account
pursuant to a Lockbox Agreement or other arrangement acceptable to Agent.
Borrowers shall issue to each such Clearing Bank an irrevocable letter of
instruction directing such bank to deposit all payments or other
remittances received in the Lockbox to the Dominion Account after the
occurrence of a



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Trigger Event. Borrowers shall enter into agreements, in form
satisfactory to Agent, with each bank at which a Dominion Account is
maintained by which such bank shall, after the occurrence of a Trigger
Event immediately transfer to the Payment Account all monies deposited to
the Dominion Account. All funds deposited in each Dominion Account shall
be subject to Agent’s Lien. Borrowers shall obtain the agreement (in favor
of and in form and content satisfactory to Agent and Lenders) by each bank
at which a Dominion Account is maintained to waive any offset rights
against the funds deposited into such Dominion Account, except offset
rights in respect of charges incurred in the administration of such
Dominion Account. Neither Agent nor Lenders assume any responsibility to
Borrowers for such lockbox arrangement or Dominion Account, including any
claim of accord and satisfaction or release with respect to deposits
accepted by any bank thereunder.




     (ii) If at any time Availability is less than an amount equal to the
greater of (A) $15,000,000 or (B) ten percent (10%) of the aggregate
principal amount of the Commitments, or if an Event of Default exists
(each, a “Trigger Event”), without limiting the right of Agent and the
Lenders to exercise other rights and remedies as a result thereof, Agent
may require (and at the direction of the Required Lenders, shall require)
that all collected balances in each Controlled Account (other than each
Canadian Controlled Account) be transferred to Agent not less often than
each Business Day and that any or all of the Borrowers establish Lockboxes
to which monies, checks, notes, drafts and other payments relating to or
constituting proceeds of Collateral shall be sent.




     (iii) For so long as no Event of Default exists and Availability is
not less than an amount equal to the greater of (A) $15,000,000 or (B) ten
percent (10%) of the aggregate principal amount of the Commitments, the
Canadian Obligors may retain all cash balances contained in each Canadian
Controlled Account. After the occurrence of an Event of Default, the
Canadian Obligors shall not be entitled to retain any such balances, and
Agent shall have the sole and exclusive right to withdraw funds from time
to time in such Canadian Controlled Account to hold as security for, and to
transfer to the Payment Account in payment of, their Obligations arising
under any Canadian Obligor Guarantee. At any time on or after the date on
which Availability is less than an amount equal to the greater of (A)
$15,000,000 or (B) ten percent (10%) of the aggregate principal amount of
the Commitments, the Canadian Obligors shall not be entitled to retain any
such balances, and Borrowers shall cause all collected funds in each
Canadian Controlled Account to be transmitted on each Business Day by ACH
or wire transfer of immediately available Dollars to a Controlled Account
of Borrowers in the United States, and Canadian Obligors shall take such
action as Agent may request to effect such transmission. Promptly, and in
any event within 5 Business Days after receipt thereof (or sooner if
requested by Agent when an Event of Default exists), each Canadian Obligor
shall deliver to Agent copies of its monthly bank statements from each bank
at which a Canadian Controlled Account is maintained.



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     (l) By deleting Section 8.4.4 of the Loan Agreement in its entirety and by
substituting in lieu thereof the following:




     8.4.4 Certificated Equipment. With respect to any Equipment that is covered by a certificate of
title under a law requiring indication of a security interest on such
certificate as a condition to the perfection of such security interest,
each Obligor shall, at the time of acquisition of each such item of
Equipment after the date hereof and on Agent’s request with respect to all
other such items of Equipment, execute and file with the Registrar of Motor
Vehicles or other appropriate Governmental Authority an application or
other document requesting the notation or other indication of the security
interest created hereunder on such certificate of title with respect to
such Equipment. All certificates of title with respect to such Equipment
shall be (i) held at MasTec’s chief executive office in the custody and
control of an appropriate officer or senior employee of MasTec, acceptable
to Agent, pursuant to a limited agency agreement with Agent in respect of
such certificates of title in form and substance satisfactory to Agent (the
“Agency Appointment as to Vehicle Titles”) and shall be deemed held by
Obligors as trustees of an express trust for the benefit of Agent and
Secured Parties, and (ii) if at any time Availability (A) either is less
than the greater of (I) $15,000,000 or (II) ten percent (10%) of the
aggregate principal amount of the Commitments on such date, or (B) averages
less than $10,000,000 for any period of five (5) consecutive days then
ending, in each case, regardless of whether or not a Default or Event of
Default then exists, then Agent shall take and Obligors shall immediately
deliver or surrender to Agent, or its designee, possession of all such
certificates of title. Upon the request of Agent at any time, each Obligor
shall execute and deliver to Agent an irrevocable power of attorney naming
Agent as such Obligor’s agent and attorney-in-fact to take any action in
such Obligor’s name, and to sign such Obligor’s name to any documents, to
facilitate Agent’s perfection of a Lien in the Equipment evidenced by such
certificates of title and Agent’s enforcement of such Lien, including any
repossession of or foreclosure upon such Equipment.



     (m) By deleting from Section 10.2.3(x) of the Loan Agreement the reference to
“$30,000,000” and by substituting in lieu thereof a reference to “$50,000,000”.



     (n) By redesignating clause (xi) of Section 10.2.3 as clause (xii) thereof and by
adding the following new clause (xi) to Section 10.2.3 immediately following clause (x)
thereto:




     (xi) Debt of GlobeTec Construction LLC under a revolving credit
facility in a principal amount not to exceed $1,500,000; and



     (o) By deleting Section 10.2.9 of the Loan Agreement in its entirety and by
substituting in lieu thereof the following:




     10.2.9. [Reserved].



     (p) By deleting Section 10.2.25 of the Loan Agreement in its entirety and by
substituting in lieu thereof the following:



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     10.2.25. Surety Bonds. Incur or permit to exist obligations (including Contingent Obligations) to issuers of
surety or performance bonds for the account of Obligors in excess of $200,000,000 in the
aggregate outstanding at any time. For the avoidance of doubt, the obligations described in
the preceding sentence shall be calculated based on the Borrowers’ estimated cost to complete
the applicable projects, not the face value of the bonds themselves.



     (q) By deleting Section 10.3 of the Loan Agreement in its entirety and by substituting
in lieu thereof the following:




     10.3 Financial Covenant. For so long as there are any Commitments outstanding and thereafter
until Full Payment of the Obligations, Borrowers covenant that, if
Availability falls below the greater of (i) $15,000,000 or (ii) ten percent
(10%) of the aggregate principal amount of the Commitments on any date,
then Borrowers (a) shall immediately demonstrate a Fixed Charge Coverage
Ratio of at least 1.10 to 1.0, calculated for the immediately preceding 12
calendar months for which financial statements and the corresponding
Compliance Certificate have been received by Agent in accordance with
Section 10.1.3 prior to such date, and (b) thereafter, until such time as
Availability is greater than or equal to the greater of (i) $15,000,000 or
(ii) ten percent (10%) of the aggregate principal amount of the Commitments
for 90 consecutive days, maintain a Fixed Charge Coverage Ratio of at least
1.10 to 1.0, calculated as of the last day of each month for the
immediately preceding 12 calendar months for which financial statements and
the corresponding Compliance Certificate have been received by Agent in
accordance with Section 10.1.3 prior to each date of determination thereof.
Borrowers shall include in each Compliance Certificate a calculation of
the Fixed Charge Coverage Ratio, whether or not Borrowers are required
under this Section to maintain a minimum Fixed Charge Coverage Ratio at the
date of, or with respect to the period covered by, the Compliance
Certificate.



     (r) By deleting the last sentence of Section 13.1.1 of the Loan Agreement and by
substituting in lieu thereof the following:




Unless and until its authority to do so is revoked in writing by Required
Lenders, Agent alone shall be authorized to determine whether any Accounts,
Fixed Assets or Real Estate constitute Eligible Accounts, Eligible Fixed
Assets or Eligible Real Estate (basing such determination in each case
upon the meanings given to such terms in Section 1), or whether to impose
or release any reserve, and to exercise its own credit judgment in
connection therewith, which determinations and judgments, if exercised in
good faith, shall exonerate Agent from any liability to Lenders or any
other Person for any errors in judgment.



     (s) By deleting clause (1) of Section 13.9.1(iii) of the Loan Agreement and by
substituting in lieu thereof the following:



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     (1) increase or otherwise modify any Commitment of such Lender (other
than (x) to reduce such Lender’s Commitment on a proportionate basis with
the same Commitments of other Lenders, or (y) pursuant to Section 2.1.6
hereof);




     (t) By deleting Schedules 1.1A, 1.1B, 1.1C, 7.7, 8.1.1, 8.1.2, 8.5, 9.1.1, 9.1.4,
9.1.5, 9.1.12, 9.1.13, 9.1.15, 9.1.18, 9.1.19, 9.1.21, 9.1.22, 9.1.24, 10.2.3, and 10.2.8
to the Loan Agreement and by substituting in lieu thereof Schedules 1.1A, 1.1B, 1.1C, 7.7,
8.1.1, 8.1.2, 8.5, 9.1.1, 9.1.4, 9.1.5, 9.1.12, 9.1.13, 9.1.15, 9.1.18, 9.1.19, 9.1.21,
9.1.22, 9.1.24, 10.2.3, and 10.2.8 attached to this Amendment.



     3. Ratification and Reaffirmation. To induce Agent and Lenders to enter into this
Amendment and grant the accommodations set forth herein, each Borrower hereby ratifies and
reaffirms the Obligations, each of the Loan Documents and all of such Borrower’s covenants, duties,
indebtedness and liabilities under the Loan Documents, as herein modified.



     4. Acknowledgments and Stipulations. To induce Agent and Lenders to enter into this
Amendment and grant the accommodations set forth herein, each Borrower hereby acknowledges and
stipulates that (a) the Loan Agreement and the other Loan Documents executed by such Borrower, as
herein modified, are legal, valid and binding obligations of such Borrower that are enforceable
against such Borrower in accordance with the terms thereof; (b) all of the Obligations are owing
and payable without defense, offset or counterclaim (and, to the extent there exists any such
defense, offset or counterclaim on the date hereof, the same is hereby waived by such Borrower);
(c) the security interests and Liens granted by such Borrower in favor of Agent are duly perfected,
first priority security interests and Liens, subject only to Permitted Liens; and (d) as of the
close on business on July 27, 2007, the unpaid principal amount of the Revolver Loans totaled $
0, and the face amount of outstanding Letters of Credit totaled $90,689,777.54.



     5. Representations and Warranties. To induce Agent and Lenders to enter into this
Amendment and grant the accommodations set forth herein, each Borrower hereby represents and
warrants to Agent and Lenders that (a) no Default or Event of Default exists on the date hereof;
(b) the execution, delivery and performance of this Amendment have been duly authorized by all
requisite entity action on the part of such Borrower and this Amendment has been duly executed and
delivered by such Borrower; and (c) each representation and warranty made by such Borrower in the
Loan Agreement, and each of Borrowers’ certifications pursuant to Section 15.18 of the Loan
Agreement, is true and correct in all material respects on and as of the date hereof after giving
effect to this Amendment.



     6. Reference to Loan Agreement. Upon the effectiveness of the amendments set forth in
Section 2 of this Amendment, each reference in the Loan Agreement to “this Agreement,” “hereunder,”
or words of like import shall mean and be a reference to the Loan Agreement, as amended by this
Amendment.



     7. Breach of Amendment. This Amendment shall be part of the Loan Agreement and any
breach of any representation, warranty or covenant contained herein shall constitute an Event of
Default.



     8. Conditions Precedent. The amendments set forth in Section 2 of this Amendment
shall become effective, retroactively as of June 30, 2007, upon the satisfaction of each of the
following conditions precedent, in form and substance satisfactory to Agent:



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     (a) Agent shall have received, in sufficient copies for each Lender, duly executed and
delivered counterparts of this Amendment from each Borrower and Lender;




     (b) Agent shall have received, in sufficient copies for each Lender, duly executed and
delivered counterparts of the Consent and Reaffirmation from each Guarantor;




     (c) Agent shall have received full payment of the fees described in Section 10 of this
Amendment below;




     (d) Agent shall have received, in sufficient copies for each Lender, a duly executed
and delivered certificate of the secretary or assistant secretary of each Obligor, which
certificate shall (i) have attached thereto the articles or certificate of incorporation and
bylaws of such Obligor (or contain the certification of such secretary or assistant
secretary that no amendment or modification of such articles or certificate of incorporation
or bylaws has become effective since February 6, 2007); (ii) certify that all necessary
entity action (including, without limitation, shareholders’ or members’ approval, if
necessary) to authorize the execution, delivery and performance of this Amendment has been
taken by such Obligor and/or its shareholders or members; and (iii) certify as to the
incumbency of the officers of such Obligor executing this Amendment and any other documents
in connection herewith;




     (e) No Default or Event of Default occurs or exists on the date hereof; and




     (f) Agent shall have received duly executed originals of each additional document or
instrument reasonably requested by Agent or the Required Lenders, including any Joinder
Agreement and other documentation required under Section 10.1.11 of the Loan Agreement to
add any existing Subsidiaries of the Borrowers as Obligors under the Loan Documents and to
obtain a Lien in such Subsidiaries’ assets.



     9. Additional Covenants. To induce Agent and Lenders to enter into this Amendment,
Borrower covenants and agrees that, within 60 days after Agent’s request therefor, Borrowers shall
execute and deliver to Agent (i) duly executed amendments to the existing Mortgages in favor of
Agent, and in form and substance satisfactory to Agent, with respect to the Real Estate located at
2801 SW 46th Avenue, Davie, Florida, SR540 Lakeland, Florida, 7221 Dr. Martin Luther King Boulevard
East, Tampa, Florida, 209 Art Bryant Drive, Asheboro, North Carolina, Highway #2 East, Shevlin,
Minnesota, and 2700, 2701 and 2716 E. 5th Street and 2808 Industrial Terrace, Austin, Texas, in
each case providing for the extension of the maturity date of the Notes referenced in the Mortgages
and such other amendments as Agent may require, and (ii) fully paid endorsements to Agent’s
existing title insurance policies (or binding commitments to issue such endorsements), in standard
ALTA form, issued by the applicable title insurance companies, and insuring the Mortgages as
amended by the foregoing amendments, as of the dates of the recording of such amendments, with no
exceptions which Agent shall not have approved in writing; Borrowers shall take such action as may
be required to cause Agent and Lenders to be in compliance with Regulation H of the Board of
Governors and the National Flood Insurance Act of 1968 in connection with any such mortgage
amendments described in clause (i); and Borrowers shall reimburse Agent for the payment of all
applicable documentary stamp, intangibles, recording, note or other similar taxes payable with
respect to the mortgage amendments described in clause (i).



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     10. Amendment Fee; Expenses of Agent. In consideration of Agent’s and Lenders’
willingness to enter into this Amendment, the Borrowers hereby jointly and severally agree to pay
to Agent, for the Pro Rata benefit of Lenders, a nonrefundable amendment fee in the amount of
$112,500 in immediately available funds on the date hereof which shall be fully earned on such
date. Additionally, to induce Agent and Lenders to enter into this Amendment and grant the
accommodations set forth herein, Borrowers hereby jointly and severally agree to pay, on demand,
all costs and expenses incurred by 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 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.



     11. Effectiveness; Governing Law. This Amendment shall be effective upon acceptance
thereof by Agent in Atlanta, Georgia (notice of which acceptance is hereby waived by each
Borrower), whereupon the same shall be governed by and construed in accordance with the internal
laws of the State of Georgia. This Amendment is intended to take effect as a document executed
under seal.



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



     13. No Novation, etc. Except as otherwise expressly provided in this Amendment,
nothing contained herein shall be deemed to amend or modify any provision of the Loan Agreement or
any of the other Loan Documents, each of which shall remain in full force and effect. This
Amendment is not intended to be, nor shall it be construed to create, a novation or accord and
satisfaction, and the Loan Agreement as herein modified shall continue in full force and effect.



     14. Counterparts; Electronic Delivery. This Amendment may be executed in any number
of counterparts and by different parties to this Amendment on separate counterparts, each of which,
when so executed and delivered, shall be deemed an original, but all of which shall together
constitute one and the same agreement. Delivery of a manually executed counterpart of this
Amendment by telefacsimile or electronic mail transmission shall be equally effective as delivery
of an original executed counterpart of this Amendment. Any party delivering a manually executed
counterpart of this Amendment by telefacsimile or electronic mail transmission shall also deliver
an original executed counterpart of this Amendment, but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability and binding effect of this Amendment.



     15. Further Assurances. To induce Agent and Lenders to enter into this Amendment and
grant the accommodations set forth herein, each Borrower hereby agrees to take such further actions
as Agent reasonably requests 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.



     16. 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 agreements
among the parties hereto.



     17. Waiver of Jury Trial. To the fullest extent permitted by Applicable Law, each
party hereto hereby waives the right to trial by jury in any action, suit, counterclaim or
proceeding arising out of or related to this Amendment.



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[This space intentionally left blank;

signatures on following page]




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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed under
seal and delivered by their respective duly authorized officers on the date first written above.



	 	 	 	 	 
	 	BORROWERS:
 	 
	ATTEST: 	MASTEC, INC.

 	 
	/s/ Alberto de Cardenas, Secretary 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	[CORPORATE SEAL]  	 	Title:  	EVP & CFO 	 
	 







	 	 	 	 	 
	 	MASTEC TC, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	EVP & CFO 	 
	 



	 	 	 	 	 
	 	MASTEC FC, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	EVP & CFO 	 
	 



	 	 	 	 	 
	 	MASTEC CONTRACTING COMPANY, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	EVP & CFO 	 
	 



	 	 	 	 	 
	 	MASTEC NORTH AMERICA, INC. 

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	EVP & CFO 	 
	 



[Signatures continue on following page]





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	 	MASTEC SERVICES COMPANY, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	EVP & CFO 	 
	 



	 	 	 	 	 
	 	MASTEC ASSET MANAGEMENT COMPANY, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	EVP & CFO 	 
	 



	 	 	 	 	 
	 	CHURCH & TOWER, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	EVP & CFO 	 
	 



	 	 	 	 	 
	 	MASTEC OF TEXAS, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	EVP & CFO 	 
	 



[Signatures continue on following page]





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AGENT AND LENDERS:


BANK OF AMERICA, N.A.,

as Agent and a Lender

 	 
	 	By:  	/s/ Dennis S. Losin
 	 
	 	 	Name:  	Dennis S. Losin 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	LASALLE BANK, NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/s/ Jose Mazariegos
 	 
	 	 	Name:  	Jose Mazariegos 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/s/ Alex M. Council
 	 
	 	 	Name:  	Alex M. Council 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	GENERAL ELECTRIC

CAPITAL CORPORATION,

as a Lender

 	 
	 	By:  	/s/ Mark A. Kassis
 	 
	 	 	Name:  	Mark A. Kassis 	 
	 	 	Title:  	Duly Authorized Secretary 	 
	 




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CONSENT AND REAFFIRMATION





     Each of the undersigned, being a guarantor of the Obligations at any time owing to Agent or
Lenders, hereby (i) acknowledges receipt of a copy of the foregoing Third Amendment to Amended and
Restated Loan and Security Agreement (the “Amendment”); (ii) consents to Borrowers’ execution and
delivery of the Amendment and of the other documents, instruments or agreements any Borrower agrees
to execute and deliver pursuant to the Amendment; (iii) agrees to be bound thereby; and (iv)
affirms that nothing contained therein shall modify in any respect whatsoever its respective
guaranty of the Obligations and reaffirms that such guaranty is and shall remain in full force and
effect.



     IN WITNESS WHEREOF, the undersigned have executed this Consent and Reaffirmation, as of the
date of the Amendment.



	 	 	 	 	 
	 	GUARANTORS:


PHASECOM SYSTEMS INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	EVP & CFO 	 
	 



	 	 	 	 	 
	 	INTEGRAL POWER & TELECOMMUNICATIONS

CORPORATION, LTD.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	EVP & CFO 	 
	 



	 	 	 	 	 
	 	MASTEC NORTH AMERICA AC, LLC

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	EVP & CFO 	 
	 




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