EX-10.3






Exhibit 10.3




December 16, 2008




MasTec, Inc. and the other

Borrowers referred to below

800 Douglas Road, North Tower, 12th Floor

Coral Gables, Florida 33134

Attention: Chief Executive Officer

 




Ladies and Gentlemen:




     We refer to the Second Amended and Restated Loan and Security Agreement dated July 29, 2008
(as at any time amended, restated, modified or supplemented, the “Loan Agreement”), by and among
MasTec, Inc., a Florida corporation (“MasTec”), certain of the Subsidiaries of MasTec which are
identified on the signature pages hereto (together with MasTec, collectively, “Borrowers”), the
financial institutions party thereto from time to time (the “Lenders”) and Bank of America, N.A.,
as administrative agent for the Lenders (the “Agent”). All capitalized terms used in this letter
agreement, unless otherwise defined herein, shall have the meaning ascribed to such terms in the
Loan Agreement.



     Borrowers have advised the Agent and the Lenders that MasTec North America, Inc., a Florida
corporation (“MasTec North America”), has entered into a Stock Purchase Agreement dated as of
October 4, 2008, as amended by that certain First Amendment to Stock Purchase Agreement dated as of
December 2, 2008, and that certain Second Amendment to Stock Purchase Agreement dated as of
December 13, 2008 (the “Purchase Agreement”), with Wanzek Construction, Inc., a North Dakota
corporation (“Wanzek”), Trust B under the Amended and Restated Living Trust of Leo Wanzek dated
February 2, 2000, a North Dakota trust (“Wanzek QTIP”), Janet L. Wanzek, a North Dakota resident
(“Janet Wanzek”), Wanzek Construction 2008 Irrevocable Trust, a North Dakota trust (“Wanzek IDIT”),
Jon L. Wanzek, a North Dakota resident (“Jon Wanzek”), and Jon L. Wanzek 2008 Two-Year Irrevocable
Annuity Trust, a North Dakota trust (“Wanzek GRAT”; Wanzek QTIP, Janet Wanzek, Wanzek IDIT, Jon
Wanzek, and Wanzek GRAT are collectively referred to herein as “Sellers” and individually as
“Seller”), and Jon Wanzek in his capacity as Sellers’ Representative (“Sellers’ Representative”)
pursuant to which MasTec North America proposes to purchase from Sellers and Sellers propose to
sell to MasTec North America all of the issued and outstanding capital stock of Wanzek (the “Wanzek
Stock”). The foregoing transaction is hereinafter referred to as the “Wanzek Acquisition”.



     Borrowers acknowledge that pursuant to Section 10.2.13 of the Loan Agreement, Borrowers may
not consummate the Wanzek Acquisition unless such Acquisition constitutes a Permitted Acquisition
under the Loan Agreement. Borrowers have represented to the Agent and the Lenders that, with the
exception of the amount of the Purchase Price, the Wanzek Acquisition will constitute a Permitted
Acquisition under the Loan Agreement and have requested, notwithstanding the fact that the Purchase
Price of the Wanzek Acquisition exceeds the amount permitted under the Loan Agreement, that the
Agent and the Lenders acknowledge and consent to the Wanzek Acquisition as a Permitted Acquisition
under the Loan Agreement.



     The Agent and the Lenders are willing to acknowledge and consent to the Wanzek Acquisition as
a Permitted Acquisition, subject to the terms and conditions set forth herein.



     The parties also desire to amend the Loan Agreement, subject to the terms and conditions set
forth herein.



     NOW, THEREFORE, for the sum of 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. Acknowledgment of and Consent to Wanzek Acquisition as a Permitted Acquisition. At
the request of Borrowers, the Agent and the Lenders hereby acknowledge and consent to the Wanzek
Acquisition as a Permitted Acquisition, so long as the following conditions have been satisfied in
form and substance satisfactory to the Agent on the date of the closing of the Wanzek Acquisition
(which closing date shall be no later than January 2, 2009):




(i) Borrowers shall have satisfied all of the conditions to a Permitted
Acquisition set forth in the Loan Agreement other than the Purchase Price
requirement set forth in clause (c) of the definition of “Permitted
Acquisition”;




(ii) The Purchase Price of the Wanzek Acquisition does not exceed
$182,475,000 (excluding any earn-out payments due Sellers after the date
hereof), which Purchase Price shall consist of (A) $50,000,000 in cash, (B)
$62,475,000 in Equity Interests of MasTec (subject to fluctuations in value
based on market conditions), (C) the assumption by MasTec of $15,000,000 of
indebtedness owing by Wanzek, and (D) the incurrence of Subordinated Debt in
the principal amount of $55,000,000; and




(iii) Borrowers shall have delivered to the Agent a duly executed Certificate
Regarding Permitted Acquisition, in the form attached as Exhibit A
hereto, together with all attachments thereto and other documents referenced
therein and required to be delivered in connection therewith.



     2. Amendments to Loan Agreement. The Loan Agreement is hereby amended as follows:



     (a) By deleting the first paragraph of the definition of “Applicable Margin” contained in
Section 1.1 of the Loan Agreement and the pricing grid set forth immediately thereafter, and by
substituting in lieu thereof the following:




     Applicable Margin — a percentage equal to 1.25% with
respect to Revolver Loans that are Base Rate Loans and 2.50% with
respect to Revolver Loans that are LIBOR Loans; provided,
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 June 30, 2009, 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	 	 	Applicable Base	 
	 	Level	 	 	Leverage Ratio	 	 	LIBOR Margin	 	 	Rate Margin	 
	 	I

	 	 	3 4.00 to 1.00
	 	 	 	3.00	%	 	 	 	1.75	%	 
	 	II

	 	 	3 3.00 to l.00 but

< 4.00 to 1.00
	 	 	 	2.75	%	 	 	 	1.50	%	 
	 	III

	 	 	3 2.00 to l.00 but

< 3.00 to 1.00
	 	 	 	2.50	%	 	 	 	1.25	%	 
	 	IV

	 	 	3 1.50 to l.00 but

< 2.00 to 1.00
	 	 	 	2.25	%	 	 	 	1.25	%	 
	 	V

	 	 	3 1.00 to l.00 but

< 1.50 to 1.00
	 	 	 	2.125	%	 	 	 	1.25	%	 
	 	VI

	 	 	< 1.00 to 1.00
	 	 	 	2.00	%	 	 	 	1.25	%	 
	 





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     (b) By deleting the definitions of “Base Rate” and “Federal Funds Rate” contained in Section
1.1 of the Loan Agreement, and by substituting in lieu thereof the following new definitions, in
proper alphabetical sequence:




     Base Rate — for any day, a per annum rate equal to the
greater of (a) the Prime Rate for such day; (b) the Federal Funds
Rate for such day, plus 0.50%; or (c) Adjusted LIBOR Rate for a 30
day interest period as determined on such day, plus 1.00%.




     Federal Funds Rate — (a) the weighted average of
interest rates on overnight federal funds transactions with members
of the Federal Reserve System arranged by federal funds brokers on
the applicable Business Day (or on the preceding Business Day, if
the applicable day is not a Business Day), as published by the
Federal Reserve Bank of New York on the next Business Day; or (b) if
no such rate is published on the next Business Day, the average rate
(rounded up, if necessary, to the nearest 1/8 of 1%) charged to BofA
on the applicable day on such transactions, as determined by Agent.



     (c) By adding the following new definitions of “Defaulting Lender”, “Prime Rate” and “Wanzek
Sellers” to Section 1.1 of the Loan Agreement, in proper alphabetical sequence:




     Defaulting Lender — any Lender that (a) fails to make
any payment or provide funds to Agent or any Borrower as required
hereunder or is in breach of or fails otherwise to perform its
obligations under any Loan Document, and such failure is not cured
within one Business Day, or (b) is the subject of any Insolvency
Proceeding.




     Prime Rate — the rate of interest announced by BofA
from time to time as its prime rate. Such rate is set by BofA on
the basis of various factors, including its costs and desired
return, general economic conditions and other factors, and is used
as a reference point for pricing some loans, which may be priced at,
above or below such rate. Any change in such rate announced by BofA
shall take effect at the opening of business on the day specified in
the public announcement of such change.




     Wanzek Sellers — shall have the meaning ascribed to
“Sellers” in that certain Stock Purchase Agreement dated as of
October 4, 2008, as at any time amended, modified, restated or
supplemented, among MasTec, MasTec North America, Wanzek
Construction, Inc., a North Dakota corporation, Trust B under the
Amended and Restated Living Trust of Leo Wanzek dated February 2,
2000, a North Dakota trust, Janet L.
Wanzek, a North Dakota resident, Wanzek Construction 2008
Irrevocable Trust, a North Dakota trust, Jon L. Wanzek, a North
Dakota resident, and Jon L. Wanzek 2008 Two-Year Irrevocable Annuity
Trust, a North Dakota trust, and Jon Wanzek in his capacity as
sellers’ representative.



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     (d) By adding a new subclause (z) to Section 2.3.1(i) of the Loan Agreement, so that Section
2.3.1(i) of the Loan Agreement reads in its entirety as follows:




     (i) Each Borrower acknowledges that Issuing Bank’s willingness
to issue any Letter of Credit is conditioned upon Issuing Bank’s
receipt of (A) an LC Application with respect to the requested
Letter of Credit and (B) such other instruments and agreements as
Issuing Bank may customarily require for the issuance of a letter of
credit of equivalent type and amount as the requested Letter of
Credit. Issuing Bank shall have no obligation to issue any Letter
of Credit unless (x) Issuing Bank receives an LC Request and LC
Application at least 3 Business Days prior to the date of issuance
of a Letter of Credit, (y) each of the LC Conditions is satisfied on
the date of Issuing Bank’s receipt of the LC Request and at the time
of the requested issuance of a Letter of Credit, and (z) if a
Defaulting Lender exists, such Lender or Borrowers have entered into
arrangements satisfactory to Agent and Issuing Bank to eliminate any
funding risk associated with the Defaulting Lender. Any Letter of
Credit issued on the Closing Date shall be for an amount in Dollars
that is greater than $250,000.



     (e) By adding the following new sentences to the end of Section 2.3.3 of the Loan Agreement:




Notwithstanding the foregoing, Borrowers shall Cash Collateralize
the LC Obligations of any Defaulting Lender (i) immediately upon
demand therefor by Issuing Bank or Agent, if Issuing Bank or Agent
states in such demand that a draw has been requested or is
reasonably anticipated to be requested under any Letter of Credit
(in which case only the Defaulting Lender’s LC Obligations with
respect to such draw shall be required to be Cash Collateralized),
and, (ii) in any case, within ninety (90) days after demand therefor
by Issuing Bank or Agent. In the event that (x) a Defaulting Lender
assigns all of its rights and obligations under the Loan Documents
pursuant to Section 13.17 or otherwise in accordance with this
Agreement, or (y) Agent confirms in writing to Borrowers that Cash
Collateralization of the LC Obligations of such Defaulting Lender is
no longer required by Agent or Issuing Bank, then any Cash
Collateral provided by Borrowers with respect to the LC Obligations
of such Defaulting Lender shall be released.



     (f) By deleting Section 3.2.1 of the Loan Agreement in its entirety, and by substituting in
lieu thereof the following new Section 3.2.1:




     3.2.1 Unused Line Fee. Borrowers shall pay to Agent
for the Pro Rata benefit of Lenders a fee equal to (i) 0.500% 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;
provided that if the
Average Revolver Loan Balance for the immediately preceding
Fiscal Quarter (or portion thereof) is greater than 50% of the
aggregate amount of the Revolver Commitments, then such fee shall be
0.375% per annum of the amount by which the Average Revolver Loan
Balance for such month (or portion thereof) is less than the
aggregate amount of the Revolver Commitments, in each case such fee
to be paid on the first day of the following month, 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.



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     (g) By deleting the reference to “0.65%” contained in Section 3.2.2(a)(i) of the Loan
Agreement, and by substituting in lieu thereof a reference to “1.00%”, so that Section 3.2.2 of the
Loan Agreement reads in its entirety as follows:




     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, 1.00% 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,
transfer and administration of all Letters of Credit.



     (h) By deleting Section 4.2 of the Loan Agreement, and by substituting in lieu thereof the
following new Section 4.2:




     4.2 Defaulting Lender. Agent may (but shall not be
required to), in its discretion, retain any payments or other funds
received by Agent that are to be provided to a Defaulting Lender
hereunder, and may apply such funds to such Lender’s defaulted
obligations or readvance the funds to Borrowers in accordance with
this Agreement. The failure of any Lender to fund a Loan, to make
any payment in respect of LC Obligations or to otherwise perform its
obligations hereunder shall not relieve any other Lender of its
obligations, and no Lender shall be responsible for default by
another Lender. Lenders and Agent agree (which agreement is solely
among them, and not for the benefit of or enforceable by any
Borrower) that, solely for purposes of determining a Defaulting
Lender’s right to vote on matters relating to the Loan Documents and
to share in payments, fees and Collateral proceeds
thereunder, a Defaulting Lender shall not be deemed to be a
“Lender” until all its defaulted obligations have been cured.



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     (i) By adding the following new sentence to the end of Section 10.2.6 of the Loan Agreement:




     Notwithstanding the foregoing, in no event shall any Obligor
prepay or redeem that certain Negotiable Subordinated Convertible
Note dated December ___, 2008, in the original principal amount of
$55,000,000, made by MasTec North America, payable to the order of
Jon L. Wanzek, in his capacity as sellers’ representative
thereunder, without the prior written consent of Agent and Required
Lenders.



     (j) By deleting Section 13.17 of the Loan Agreement, and by substituting in lieu thereof the
following new Section 13.17:




     13.17 Replacement of Certain Lenders. If a Lender (a)
is a Defaulting Lender, or (b) fails to give its consent to any
amendment, waiver or action for which consent of all Lenders was
required and Required Lenders consented, then, in addition to any
other rights and remedies that any Person may have, Agent may, by
notice to such Lender within 90 days after such event, require such
Lender to assign all of its rights and obligations under the Loan
Documents to Eligible Assignee(s) specified by Agent, pursuant to
appropriate Assignment and Acceptance(s) and within 20 days after
Agent’s notice. Agent is irrevocably appointed as attorney-in-fact
to execute any such Assignment and Acceptance if the Lender fails to
execute same. Such Lender shall be entitled to receive, in cash,
concurrently with such assignment, all amounts owed to it under the
Loan Documents, including all principal, interest and fees through
the date of assignment (but excluding any prepayment charge).



     3. Prior Consent Letter. This letter amendment supersedes and replaces in its
entirety that certain letter agreement dated October 1, 2008 (the “Prior Consent Letter”), among
Agent, Lenders and Obligors, pursuant to which Agent and Lenders consented to the purchase by
MasTec North America of all of the issued and outstanding capital stock of Wanzek, pursuant to the
terms of the Purchase Agreement as in effect on October 4, 2008, prior to the amendment thereof by
the First Amendment. Agent’s and Lenders’ consent to the Wanzek Acquisition, as described in this
letter amendment, is subject to the terms and conditions set forth herein and shall be governed
exclusively by this letter amendment and the Loan Agreement. Any prior written or oral agreement
with respect to the same or similar subject matter or transactions described herein, including,
without limitation, the Prior Consent Letter, are void and of no further force or effect.



     4. Additional Inducements. To induce the Agent and the Lenders to enter into this
letter amendment and consent to or acknowledge Borrowers’ requests set forth above, by their
signatures below, each Borrower hereby represents and warrants to the Agent and the Lenders that
(a) the Wanzek Acquisition does not or will not conflict with, result in a breach of, or constitute
a default under any material provision of any indenture, agreement or other instrument to which any
Borrower is a party or by which any Borrower or any of its properties are or may be bound; and (b)
no Default or Event of Default exists on the date hereof or will result from the consummation of
the Wanzek Acquisition.



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     The consents, amendments and agreements set forth herein shall be effective, subject to the
foregoing conditions, when the Agent receives five (5) counterparts of this letter amendment, duly
executed by each Borrower and the Lenders.



     The consents, amendments and acknowledgments herein are limited as written and do not
constitute consents, amendments, acknowledgments, waivers or releases by the Agent or any Lender of
any provision of the Loan Agreement or any right of the Agent or any Lender thereunder, except as
expressly set forth herein. This letter amendment shall be part of the Loan Agreement and a breach
of any representation, warranty or covenant herein shall constitute an Event of Default. Nothing
herein shall be construed to be an admission by Borrowers that the Agent’s and the Lenders’ consent
or acknowledgment is required with respect to future acquisitions constituting Permitted
Acquisitions under the Loan Agreement.



     To the fullest extent permitted by Applicable Law, the parties hereto each hereby waives the
right to trial by jury in any action, suit, counterclaim or proceeding arising out of or related to
this letter amendment.



[Remainder of page intentionally left blank.]




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     This letter amendment shall be governed by and construed in accordance with the internal laws
of the State of Georgia and shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. This letter amendment may be executed in any number
of counterparts and by different parties to this letter amendment on separate counterparts, each of
which, when so executed, shall be deemed an original, but all such counterparts shall constitute
one and the same amendment. Any signature page counterpart delivered by a party by facsimile
transmission shall be deemed to be an original signature page counterpart hereto.



	 	 	 	 	 
	 	Very truly yours,





BANK OF AMERICA, N.A.,

as Agent and a Lender

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

CORPORATION, as a Lender

 	 
	 	By:  	/s/ Peter DiBiasi
 	 
	 	 	Name:  	Peter DiBiasi 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	PNC BANK, NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ Alex M. Council
 	 
	 	 	Name:  	Alex M. Council 	 
	 	 	Title:  	Vice President 	 
	 
	 	SIEMENS FINANCIAL SERVICES, INC.,

as a Lender

 	 
	 	By:  	/s/ Sharon Prusakowski
 	 
	 	 	Name:  	Sharon Prusakowski 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                                                     /s/ James Fuller
 	 
	 	 	Name:  	James Fuller 	 
	 	 	Title:  	Vice President and Co-Head 	 
	 



[Signatures continue on following page.]




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	 	BORROWERS:



MASTEC, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Chief Financial Officer and

Executive Vice President 	 
	 
	 	MASTEC TC, INC.

 	 
	 	By:  	                                                   /s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Chief Financial Officer and

Executive Vice President 	 
	 
	 	MASTEC FC, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Chief Financial Officer and

Executive Vice President 	 
	 
	 	MASTEC CONTRACTING COMPANY, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Chief Financial Officer and

Executive Vice President 	 
	 
	 	MASTEC SERVICES COMPANY, INC.

 	 
	 	By:  	                                                   /s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Chief Financial Officer and

Executive Vice President 	 
	 
	 	MASTEC OF TEXAS, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Chief Financial Officer and

Executive Vice President 	 



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	 	MASTEC NORTH AMERICA, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Chief Financial Officer and

Executive Vice President 	 
	 
	 	MASTEC ASSET MANAGEMENT COMPANY, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Chief Financial Officer and

Executive Vice President 	 
	 
	 	CHURCH & TOWER, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Chief Financial Officer and

Executive Vice President 	 
	 
	 	POWER PARTNERS MASTEC, LLC

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Chief Financial Officer and

Executive Vice President of member,
MasTec North America, Inc. 	 
	 
	 	GLOBETEC CONSTRUCTION, LLC

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Chief Financial Officer and

Executive Vice President of member,
MasTec North America, Inc. 	 



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	 	THREE PHASE LINE CONSTRUCTION, INC.

 	 
	 	By:  	/s/ Peter Johnson
 	 
	 	 	Name:  	Peter Johnson 	 
	 	 	Title:  	President 	 
	 
	 	PUMPCO, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Vice President 	 
	 
	 	NSORO ACQUISITION, LLC

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Vice President 	 
	 
	 	GUARANTORS:





PHASECOM SYSTEMS INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and

Chief
Executive Officer 	 
	 
	 	INTEGRAL POWER & TELECOMMUNICATIONS

CORPORATION, LTD.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and

Chief
Executive Officer 	 



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	 	MASTEC NORTH AMERICA AC, LLC

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and

Chief
Executive Officer of member,

MasTec North America, Inc. 	 
	 
	 	THREE PHASE ACQUISITION CORP.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Vice President 	 



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ACKNOWLEDGMENT





     The undersigned hereby acknowledges (i) receipt of a copy of the foregoing letter amendment to
the Second Amended and Restated Loan and Security Agreement (the “Letter Amendment”), (ii) consents
to Borrowers’ execution thereof, (iii) acknowledges the restrictions contained in Section 10.2.6 of
the Loan Agreement (as amended by the Letter Amendment) on the prepayment and redemption of the
Negotiable Subordinated Convertible Note dated December      , 2008, in the original principal amount
of $55,000,000, made by MasTec North America, payable to the order of the undersigned, and (iv)
agrees to be bound thereby. All capitalized terms used herein, unless otherwise defined herein,
shall have the meaning ascribed to such terms in the Letter Amendment.



     IN WITNESS WHEREOF, the undersigned has executed this Acknowledgment on behalf of himself and
the Sellers as of December 16, 2008.



	 	 	 	 	 
	 	 	 
	 	                                                     /s/ Jon L. Wanzek                                 [SEAL]
 	 
	 	JON L. WANZEK, as Sellers' Representative