0001193125-10-268884 Sample Contracts

Re: Consent and Letter Agreement Regarding 2010 Convertible Notes Issuance and Amendments to Loan Agreement
Loan Agreement • November 24th, 2010 • Mastec Inc • Water, sewer, pipeline, comm & power line construction • Georgia

We refer to the Second Amended and Restated Loan and Security Agreement dated July 29, 2008, 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”), as amended by that certain letter amendment dated December 16, 2008, as amended by that certain letter amendment dated June 1, 2009, and as amended by that certain letter amendment dated November 3, 2009 (as so amended and at any other time amended, restated, modified or supplemented, the “Loan Agreement”). All capitalized terms used in this consent and letter amendment, unless otherwise defined herein, shall have the meanings ascribed to such terms in the Loan Agreement.

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