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                                                                    EXHIBIT 10.1

[***] - Certain information in this agreement has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment
has been requested with respect to the omitted portions.

         --------------------------------------------------------------

                                  MASTEC, INC.
                         AND CERTAIN OF ITS SUBSIDIARIES
                                  as Borrowers

         --------------------------------------------------------------

         --------------------------------------------------------------
         --------------------------------------------------------------

                              AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT

                               Dated: May 10, 2005

                                 $150,000,000.00

         --------------------------------------------------------------
         --------------------------------------------------------------

                           THE FINANCIAL INSTITUTIONS
                   PARTY HERETO FROM TIME TO TIME, as Lenders

                                       and

                         BANK OF AMERICA, N.A., as Agent

         and GENERAL ELECTRIC CAPITAL CORPORATION, as Syndication Agent

         --------------------------------------------------------------

                                  Arranged by:

                         BANC OF AMERICA SECURITIES, LLC



                                TABLE OF CONTENTS



                                                                                Page
                                                                                ----
                                                                             
Section 1.   DEFINITIONS; RULES OF CONSTRUCTION.............................       2
       1.1.     Definitions.................................................       2
       1.2.     Accounting Terms............................................      36
       1.3.     Other Terms.................................................      36
       1.4.     Certain Matters of Construction.............................      36
Section 2.   CREDIT FACILITIES..............................................      37
       2.1.     Revolver Commitments........................................      37
       2.2.     Voluntary Reductions of Revolver Commitments................      38
       2.3.     LC Facility.................................................      38
Section 3.   INTEREST, FEES AND CHARGES.....................................      43
       3.1.     Interest....................................................      43
       3.2.     Fees........................................................      46
       3.3.     Computation of Interest and Fees............................      47
       3.4.     Reimbursement Obligations...................................      47
       3.5.     Bank Charges................................................      48
       3.6.     Illegality..................................................      48
       3.7.     Increased Costs.............................................      48
       3.8.     Capital Adequacy............................................      49
       3.9.     Mitigation..................................................      50
       3.10.    Funding Losses..............................................      50
       3.11.    Maximum Interest............................................      50
Section 4.   LOAN ADMINISTRATION............................................      51
       4.1.     Manner of Borrowing and Funding Revolver Loans..............      51
       4.2.     Defaulting Lender...........................................      55
       4.3.     Special Provisions Governing LIBOR Loans....................      55
       4.5.     All Loans to Constitute One Obligation......................      56
Section 5.   PAYMENTS.......................................................      56
       5.1.     General Payment Provisions..................................      56
       5.2.     Repayment of Revolver Loans.................................      57
       5.3.     Reserved....................................................      58
       5.4.     Payment of Other Obligations................................      59
       5.5.     Marshaling; Payments Set Aside..............................      59
       5.6.     Post Default Allocation of Payments.........................      59
       5.7.     Application of Payments and Collateral Proceeds.............      60
       5.8.     Loan Accounts; the Register; Account Stated.................      60
       5.9.     Gross Up for Taxes..........................................      61
       5.10.    Withholding Tax Exemption...................................      61
       5.11.    Nature and Extent of Each Borrower's Liability..............      61
Section 6.   TERM AND TERMINATION OF COMMITMENTS............................      63
       6.1.     Term of Commitments.........................................      63
       6.2.     Termination.................................................      63
Section 7.   COLLATERAL.....................................................      64
       7.1.     Grant of Security Interest..................................      64
       7.2.     Lien on Deposit Accounts....................................      65
       7.3.     Real Estate Collateral......................................      65
       7.4.     Other Collateral............................................      65





                                                                               
       7.5.     No Assumption of Liability......................................    66
       7.6.     Lien Perfection; Further Assurances.............................    66
       7.7.     Foreign Subsidiary Stock........................................    66
Section 8.   COLLATERAL ADMINISTRATION..........................................    67
       8.1.     General Provisions..............................................    67
       8.2.     Administration of Accounts......................................    68
       8.3.     Administration of Inventory.....................................    71
       8.4.     Administration of Equipment.....................................    71
       8.5.     Administration of Deposit Accounts..............................    72
       8.6.     Borrowing Base Certificates.....................................    73
Section 9.   REPRESENTATIONS AND WARRANTIES.....................................    73
       9.1.     General Representations and Warranties..........................    73
       9.2.     Reaffirmation of Representations and Warranties.................    79
       9.3.     Survival of Representations and Warranties......................    79
Section 10.  COVENANTS AND CONTINUING AGREEMENTS................................    79
       10.1.    Affirmative Covenants...........................................    79
       10.2.    Negative Covenants..............................................    84
       10.3.    Financial Covenant..............................................    90
Section 11.  CONDITIONS PRECEDENT...............................................    90
       11.1.    Conditions Precedent to Initial Credit Extensions...............    90
       11.2.    Conditions Precedent to All Credit Extensions...................    92
       11.3.    Inapplicability of Conditions...................................    92
       11.4.    Limited Waiver of Conditions Precedent..........................    93
Section 12.  EVENTS OF DEFAULT; REMEDIES ON DEFAULT.............................    93
       12.1.    Events of Default...............................................    93
       12.2.    Acceleration of Obligations; Termination of Commitments.........    95
       12.3.    Other Remedies..................................................    95
       12.4.    Setoff..........................................................    97
       12.5.    Remedies Cumulative; No Waiver..................................    97
Section 13.  AGENTS.............................................................    98
       13.1.    Appointment of Agent and Syndication Agent; Authority and
                  Duties of Agent...............................................    98
       13.2.    Agreements Regarding Collateral and Examination Reports.........   100
       13.3.    Reliance By Agent...............................................   100
       13.4.    Action Upon Default.............................................   100
       13.5.    Ratable Sharing.................................................   101
       13.6.    Indemnification of Agent Indemnitees............................   101
       13.7.    Limitation on Responsibilities of Agent.........................   102
       13.8.    Successor Agent and Co-Agents...................................   103
       13.9.    Consents, Amendments and Waivers; Out-of-Formula Loans..........   104
       13.10.   Due Diligence and Non-Reliance..................................   105
       13.11.   Representations and Warranties of Lenders.......................   106
       13.12.   The Required Lenders............................................   106
       13.13.   Several Obligations.............................................   106
       13.14.   Agent in its Individual Capacity................................   106
       13.15.   No Third Party Beneficiaries....................................   107
       13.16.   Notice of Transfer..............................................   107
       13.17.   Replacement of Certain Lenders..................................   107
       13.18.   Remittance of Payments and Collections..........................   108
Section 14.  BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS...............   108
       14.1.    Successors and Assigns..........................................   108
       14.2.    Participations..................................................   109

                                       -2-



                                                                               
       14.3.    Assignments...................................................    110
       14.4.    Tax Treatment.................................................    111
Section 15.  MISCELLANEOUS....................................................    111
       15.1.    Power of Attorney.............................................    111
       15.2.    General Indemnity.............................................    112
       15.3.    Survival of All Indemnities...................................    112
       15.4.    Modification of Agreement.....................................    112
       15.5.    Severability..................................................    112
       15.6.    Cumulative Effect; Conflict of Terms..........................    112
       15.7.    Counterparts; Facsimile Signatures............................    113
       15.8.    Consent.......................................................    113
       15.9.    Notices and Communications....................................    113
       15.10.   Performance of Obligors' Obligations..........................    114
       15.11.   Credit Inquiries..............................................    114
       15.12.   Time of Essence...............................................    114
       15.13.   Indulgences Not Waivers.......................................    114
       15.14.   Entire Agreement; Annexes, Exhibits and Schedules.............    114
       15.15.   Interpretation................................................    114
       15.16.   Obligations of Lenders Several................................    115
       15.17.   Confidentiality...............................................    115
       15.18.   Certifications Regarding Indentures...........................    115
       15.19.   Governing Law.................................................    116
       15.20.   Consent to Forum..............................................    116
       15.21.   Judgment Currency.............................................    116
       15.22.   Waivers by Obligors...........................................    116
       15.23.   Amendment and Restatement.....................................    117


                                       -3-


                         LIST OF EXHIBITS AND SCHEDULES

Annex A      Borrowers
Annex B      Approved Account Debtors
Annex C      Canadian Priming Liens

Exhibit A    Form of Revolver Note
Exhibit B    [Reserved]
Exhibit C    Form of Notice of Conversion/Continuation
Exhibit D    Form of Notice of Borrowing
Exhibit E    Form of Compliance Certificate
Exhibit F    Form of Opinion Contents
Exhibit G    Form of Assignment and Acceptance
Exhibit H    Form of Notice
Exhibit I    Letter of Credit Procurement Request
Exhibit J    Form of Joinder Agreement
Exhibit K    Form of Subsidiary Guaranty
Exhibit L    Form of Subsidiary Security Agreement

Schedule 1.1A      Permitted Investments
Schedule 1.1B      Insurance Cash Collateral Accounts
Schedule 1.1C      Clearing Banks
Schedule 7.7       Foreign Subsidiaries in Existence
Schedule 8.1.1     Obligors' Business Locations
Schedule 8.1.2     Obligors' Insurance
Schedule 8.5       Listing of All Deposit Accounts
Schedule 9.1.1     Jurisdictions in which Borrowers and each Subsidiary are
                   Authorized to do Business
Schedule 9.1.4     Capital Structure of Obligors
Schedule 9.1.5     Corporate Names
Schedule 9.1.12    Surety Obligations
Schedule 9.1.13    Tax Identification Numbers of Borrowers and Subsidiaries
Schedule 9.1.15    Patents, Trademarks, Copyrights and Licenses
Schedule 9.1.18    Contracts Restricting Obligors' Right to Incur Debts; Surety
                   Obligations
Schedule 9.1.19    Litigation
Schedule 9.1.21    Capitalized and Operating Leases
Schedule 9.1.22    Pension Plans
Schedule 9.1.24    Labor Contracts
Schedule 10.2.3    Debt for Money Borrowed Existing on the Closing Date
Schedule 10.2.5    Permitted Liens
Schedule 10.2.8    Restrictions on Upstream Payments

                                       -4-


                AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

      THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is made on May 10,
2005, by and among MASTEC, INC., a Florida corporation (individually and, in its
capacity as the representative of the other Borrowers pursuant to SECTION 4.4
hereof, "MASTEC"), a Florida corporation with its chief executive office and
principal place of business at 800 Douglas Road, North Tower, 12th Floor, Coral
Gables, Florida 33134; its subsidiaries named as "Borrowers" on ANNEX A hereto,
MasTec, and each other Borrower being referred to collectively as "Borrowers,"
and individually as a "Borrower"); its subsidiaries party hereto as
"Guarantors"; the various financial institutions listed on the signature pages
hereof (together with their respective successors and permitted assigns, the
"Lenders"); BANK OF AMERICA, N.A., a national bank, in its capacity as
collateral and administrative agent for the Lenders pursuant to SECTION 13
hereof (together with its successors in such capacity, "Agent"), and GENERAL
ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as Syndication Agent
(together with its successors in such capacity, the "Syndication Agent").
Capitalized terms used in this Agreement have the meanings assigned to them in
SECTION 1.

                                R E C I T A L S:

      MasTec, its Affiliates party thereto as borrowers, certain financial
institutions (the "Existing Lenders") and Fleet Capital Corporation ("FCC"), as
Administrative Agent (the "Existing Agent"), are parties to a certain Revolving
Credit and Security Agreement, dated January 22, 2002 (as amended and as in
effect on the date hereof, the "Existing Loan Agreement") pursuant to which the
Existing Lenders made certain revolving credit loans and letter of credit
accommodations to Borrowers.

      Prior to the date hereof, (i) FCC assigned all of its interests in the
loans under the Existing Loan Agreement to Bank of America, N.A., (ii) FCC
resigned as Administrative Agent under the Existing Loan Agreement and (iii)
Bank of America, N.A. was appointed as successor Administrative Agent by the
Lenders party to the Existing Loan Agreement.

      Borrowers have requested that the Existing Loan Agreement be amended and
restated in its entirety to become effective and binding on the Obligors
pursuant to the terms hereof, and the Lenders (including the Existing Lenders
that are parties hereto) have agreed, subject to the terms of this Agreement, to
amend and restate the Existing Loan Agreement in its entirety to read as set
forth herein, and it has been agreed by the parties hereto that (a) the
commitments which the Existing Lenders that are parties hereto extended to
Borrowers under the Existing Loan Agreement and the commitments of new Lenders
that become parties hereto shall be extended or advanced upon the amended and
restated terms and conditions contained in this Agreement, (b) the Loans and
other Secured Obligations outstanding under (and as defined in) the Existing
Loan Agreement shall be governed by and deemed to be outstanding under the
amended and restated terms and conditions contained herein, and (c) all existing
Secured Obligations are and shall continue to be (and all Obligations incurred
pursuant hereto shall be) secured by the Loan Documents, which for purposes of
this Agreement shall include the Loan Documents under (and as defined in) the
Existing Loan Agreement, as such Loan Documents may be now or hereafter amended,
modified, supplemented or restated in connection with the credit facility under
this Agreement.

      Obligors have requested that the Lenders establish a revolving credit
facility pursuant to which revolving credit loans may be made to Borrowers and
letters of credit may be issued for the account of Borrowers, which shall be
used by Borrowers to finance their mutual and collective enterprise of providing
construction, design, installation, maintenance and upgrade services to
providers of telecommunications, broadband, energy services, traffic control and
homeland security services. In order



to utilize the financial powers of each Borrower in the most efficient and
economical manner, and in order to facilitate the financing of each Borrower's
needs, Lenders will, at the request of any Borrower, make loans to all Borrowers
under the revolving credit facility on a combined basis and in accordance with
the provisions hereinafter set forth. Borrowers' business is a mutual and
collective enterprise and Borrowers believe that the consolidation of all
revolving credit loans under this Agreement will enhance the aggregate borrowing
powers of each Borrower and ease the administration of their revolving credit
loan relationship with Lenders, all to the mutual advantage of Borrowers.
Lenders' willingness to extend credit to Borrowers and to administer each
Borrower's collateral security therefor, on a combined basis as more fully set
forth in this Agreement, is done solely as an accommodation to Borrowers and at
Borrowers' request in furtherance of Borrowers' mutual and collective
enterprise.

      Each Borrower has agreed to be liable for loans and all outstanding other
obligations under this Agreement and to guarantee the obligations of each of the
other Borrowers under this Agreement and each of the other Loan Documents.

      NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable
consideration, the parties hereto, intending to be bound hereby, agree that the
Existing Loan Agreement is hereby amended and restated in its entirety by this
Agreement:

SECTION 1. DEFINITIONS; RULES OF CONSTRUCTION

      1.1. DEFINITIONS.

            As used in this Agreement, the following terms shall have the
following meanings ascribed to them (terms used in the singular to have the same
meaning when used in the plural, and vice versa):

            Account - shall have the meaning given to the term "account" in the
      UCC or the PPSA, as applicable, and shall include any and all rights of an
      Obligor to payment for goods sold or leased or for services rendered that
      are not evidenced by an Instrument or Chattel Paper, whether or not they
      have been earned by performance.

            Account Debtor - a Person who is or becomes obligated under or on
      account of an Account, Chattel Paper or General Intangible.

            Accounts Formula Amount - on any date of determination thereof, an
      amount equal to the lesser of (i) the Revolver Commitments on such date or
      (ii) 85% (or such lesser percentage as Agent may in its reasonable credit
      judgment determine from time to time) of the net amount of Eligible
      Accounts on such date. As used herein, the phrase "net amount of Eligible
      Accounts" shall mean the face amount of such Accounts on any date less any
      and all returns, rebates, discounts (which may, at Agent's option, be
      calculated on shortest terms), credits, allowances or Taxes (including
      sales, excise or other taxes) at any time issued, owing, claimed by
      Account Debtors, granted, outstanding or payable in connection with, or
      any interest accrued on the amount of, such Accounts at such date.

            Acquisition - the acquisition of a Business Unit or of Equity
      Interests in another Person sufficient to give the acquiring Person
      control of such other Person, in each case whether by purchase, exchange,
      issuance of stock or other securities, or by merger, reorganization or any
      other method.

                                       -2-


            Adjusted EBITDA - for any fiscal period of Borrowers and their
      Subsidiaries, 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 and other non-cash charges approved by
      Agent, to the extent deducted in the calculation of Adjusted Net Earnings,
      plus (v) purchase accounting adjustments that are as required by FASB 141
      and 142, plus (vi) solely in calculating Adjusted EBITDA in respect of the
      months of June, 2004 through May, 2005, $1,100,000 (being the amount of
      the non-cash, non-recurring charge taken by Borrowers for an ITS inventory
      adjustment in the second Fiscal Quarter of 2004), all calculated on a
      Consolidated basis.

            Adjusted LIBOR Rate - for any Interest Period, with respect to LIBOR
      Loans, the rate of interest per annum determined pursuant to the following
      formula:

             LIBOR Rate = Offshore Base Rate/1.00 - Eurodollar Reserve
      Percentage

            Where,

                  "Offshore Base Rate" means the rate per annum appearing on
            Telerate Page 3750 (or any successor page) as the London interbank
            offered rate for deposits in Dollars at approximately 11:00 a.m.
            (London time) two Business Days prior to the first day of such
            Interest Period for a term comparable to such Interest Period. If
            for any reason such rate is not available, the Offshore Base Rate
            shall be, for any Interest Period, the rate per annum appearing on
            Reuters Screen LIBO Page as the London interbank offered rate for
            deposits in Dollars at approximately 11:00 a.m. (London time) two
            Business Days prior to the first day of such Interest Period for a
            term comparable to such Interest Period; provided, however, if more
            than one rate is specified on Reuters Screen LIBO Page, the
            applicable rate shall be the arithmetic mean of all such rates. If
            for any reason none of the foregoing rates is available, the
            Offshore Base Rate shall be, for any Interest Period, the rate per
            annum determined by Agent as the rate of interest at which Dollar
            deposits in the approximate amount of the applicable LIBOR Loan
            would be offered by BofA's London Branch to major banks in the
            offshore Dollar market at their request at or about 11:00 a.m.
            (London time) two Business Days prior to the first day of such
            Interest Period for a term comparable to such Interest Period.

                  "Eurodollar Reserve Percentage" means, for any day during any
            Interest Period, the reserve percentage (expressed as a decimal,
            rounded upward to the next 1/8th of 1%) in effect on such day
            applicable to member banks under regulations issued from time to
            time by the Board of Governors for determining the maximum reserve
            requirement (including any emergency, supplemental or other marginal
            reserve requirement) with respect to Eurocurrency funding (currently
            referred to as "Eurocurrency liabilities" under Regulation D of the
            Board of Governors). The Offshore Rate for each outstanding LIBOR
            Loan shall be adjusted automatically as of the effective date of any
            change in the Eurodollar Reserve Percentage.

                                       -3-


            Adjusted Net Earnings - with respect to any fiscal period, the net
      earnings (or loss) for such fiscal period of Borrowers and their
      Subsidiaries, all as reflected on the financial statement of Borrowers and
      their Subsidiaries supplied to Agent and Lenders pursuant to SECTION
      10.1.3, but excluding: (i) any gain or loss arising from the sale of
      capital assets; (ii) any gain arising from any write-up of assets during
      such period; (iii) earnings of any Subsidiary accrued prior to the date it
      became a Subsidiary; (iv) earnings of any Person, substantially all the
      assets of which have been acquired in any manner by a Borrower or
      Subsidiary, realized by such Person prior to the date of such acquisition;
      (v) net earnings of any entity (other than a Subsidiary of a Borrower) in
      which a Borrower has an ownership interest unless such net earnings have
      actually been received by a Borrower in the form of cash Distributions;
      (vi) any portion of the net earnings of any Subsidiary which for any
      reason is unavailable for payment of Distributions to a Borrower; (vii)
      the earnings of any Person to which any assets of a Borrower shall have
      been sold, transferred or disposed of, or into which a Borrower shall have
      merged, or been a party to any consolidation or other form of
      reorganization, prior to the date of such transaction; (viii) any gain
      arising from the acquisition of any Equity Interests of a Borrower; and
      (ix) any gain arising from extraordinary or non-recurring items, all as
      determined in accordance with GAAP on a Consolidated basis.

            Affiliate - a Person: (i) which directly or indirectly through one
      or more intermediaries controls, or is controlled by, or is under common
      control with, another Person; (ii) which beneficially owns or holds 10% or
      more of any class of the Equity Interests of a Person; or (iii) 10% or
      more of the Equity Interests with power to vote of which is beneficially
      owned or held by another Person or a Subsidiary of another Person. For
      purposes hereof, "control" means the possession, directly or indirectly,
      of the power to direct or cause the direction of the management and
      policies of a Person, whether through the ownership of any Equity
      Interest, by contract or otherwise.

            Agency Appointment as to Vehicle Titles - as defined in SECTION
      8.4.4 of this Agreement.

            Agent Indemnitees - Agent and all of Agent's present and future
      officers, directors, employees, agents and attorneys.

            Agent Professionals - attorneys, accountants, appraisers, business
      valuation experts, environmental engineers or consultants, turnaround
      consultants and other professionals or experts retained by Agent.

            Agreement - this Amended and Restated Loan and Security Agreement
      and all Annexes, Exhibits and Schedules thereto.

            Anti-Terrorism Laws - any laws relating to terrorism or money
      laundering, including Executive Order No. 13224 and the USA Patriot Act.

            Applicable Law - all laws, rules and regulations applicable to the
      Person, conduct, transaction, covenant, Loan Document or Material Contract
      in question, including all applicable common law and equitable principles;
      all provisions of all applicable state, provincial, federal and foreign
      constitutions, statutes, rules, regulations and orders of Governmental
      Authorities; and all orders, judgments and decrees of all courts and
      arbitrators.

                                       -4-


            Applicable Margin - a percentage equal to 0.75% with respect to
      Revolver Loans that are Base Rate Loans and 2.25% 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 after
      Agent's receipt of the applicable financial statements and corresponding
      Compliance Certificate for each Fiscal Quarter ending on or after December
      31, 2005, 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:



     Leverage Ratio     Applicable LIBOR Margin  Applicable Base Rate Margin
- ----------------------  -----------------------  ---------------------------
                                           
  > or = 4.0 to 1.00             2.75%                      1.25%

> or = 3.0 to l.00 but
     <4.0 to 1.00                2.50%                      1.00%

> or = 2.0 to l.00 but
     <3.0 to 1.00                2.25%                      0.75%

> or = 1.0 to l.00 but
     <2.0 to 1.00                2.00%                      0.50%

     <1.0 to 1.00                1.75%                      0.25%


      and, provided further that, if during any Fiscal Quarter for which the
      Leverage Ratio is measured to determine the Applicable Margin as provided
      above, the Average Liquidity Amount is greater than $40,000,000, the
      Applicable Margin with respect to Revolver Loans that are Base Rate Loans
      and the Applicable Margin for Revolver Loans that are LIBOR Loans shall be
      decreased by 0.25% from the respective Applicable Margin that is otherwise
      applicable to that Type of Revolver Loans as set forth in the table above.

      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 4.0 to 1 until
      such time as such financial statements and Compliance Certificate are
      received and any Event of Default resulting from a failure timely to
      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 4.0 to 1 (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

                                       -5-


      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.

            Approved Account Debtor - on any date of determination (i) each
      Account Debtor whose corporate credit rating or senior debt rating
      (secured or unsecured), or any of them, by Moody's and S&P is at least
      Baa3 and BBB-, respectively), and (ii) each Account Debtor that is named
      on the list of proposed Approved Account Debtors delivered to Agent by
      Borrower Agent with the Borrowing Base Certificate most recently delivered
      prior to such date of determination and that Agent has approved in writing
      as an Approved Account Debtor (which approval shall be effective until the
      next Borrowing Base Certificate is timely delivered to Agent by Borrower
      Agent). Approved Account Debtors as of the date of this Agreement are
      listed on ANNEX B.

            Approved Credit Enhancement - in Agent's sole discretion and at its
      option, either (i) an irrevocable letter of credit that is in form and
      substance acceptable to Agent, issued or confirmed by a bank acceptable to
      Agent, and payable in Dollars at a place of payment within the United
      States that is acceptable to Agent, which letter of credit is assigned to
      Agent for the benefit of the Secured Parties (with such assignment
      acknowledged by the issuing or confirming bank) or, if so requested by
      Agent, duly transferred to Agent for the benefit of the Secured Parties
      (together with sufficient documentation to permit direct draws under any
      such letter of credit by Agent for the benefit of the Secured Parties) or
      (ii) credit insurance that is issued by a credit insurance company
      acceptable to Agent and is in form and substance acceptable to Agent
      (which credit insurance shall be payable to Agent for the benefit of the
      Secured Parties in Dollars).

            Asset Disposition - a sale, lease, license, consignment or other
      transfer or disposition of assets (real or personal, tangible or
      intangible) of an Obligor, including a termination of rights of any
      Obligor under any lease, license agreement or other contract or a
      disposition of Property in connection with a sale-leaseback transaction or
      synthetic lease.

            Assignment and Acceptance - an assignment and acceptance entered
      into by a Lender and an Eligible Assignee and accepted by Agent, in the
      form of EXHIBIT G.

            Availability - on any date, the amount that Borrowers are entitled
      to borrow as Revolver Loans on such date, such amount being the difference
      derived when the sum of the principal amount of Revolver Loans plus 100%
      of the face amount of Letters of Credit then outstanding (including any
      amounts that Agent or Lenders may have paid for the account of Obligors
      pursuant to any of the Loan Documents and that have not been reimbursed by
      Borrowers and any outstanding Swingline Loans) is subtracted from the
      Borrowing Base on such date. If the amount outstanding is equal to or
      greater than the Borrowing Base, Availability is zero.

            Availability Block - an amount equal to $5,000,000 or such greater
      amount as Agent may specify in its reasonable credit judgment.

            Availability Reserve - on any date of determination thereof, an
      amount equal to the sum of the following (without duplication): (i) the
      Availability Block; (ii) the Rent Reserve; (iii) any

                                       -6-


      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; (iv) the LC
      Reserve; (v) the aggregate amount of reserves established by Agent from
      time to time in its discretion in respect of Banking Relationship Debt;
      (vi) the aggregate amount of Royalties that have accrued and are unpaid,
      whether or not then due and payable by an Obligor; (vii) 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; (viii) the
      [***] Account Reserve; (ix) the Canadian Reserve; (x) the Dilution
      Reserve; and (xi) 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.

            Average Days Sales Outstanding - with respect to Accounts for which
      a specified Person is the Account Debtor, as of the last day of any
      calendar month, that number of days derived (a) by calculating the average
      amount of Accounts of Borrowers and their Subsidiaries for which such
      specified Person is the Account Debtor for the last 3 months ending with
      such month by dividing the sum of the Accounts of Borrowers and their
      Subsidiaries for which such specified Person is the Account Debtor as of
      the last day of each such month, determined on a consolidated basis in
      accordance with GAAP, for such 3 months by 3, (b) by calculating the
      average amount of net revenues of Borrowers and their Subsidiaries
      attributable to such specified Account Debtor for the same 3 months by
      dividing the sum of the net revenues of Borrowers and their Subsidiaries
      attributable to such specified Person, determined on a consolidated basis
      in accordance with GAAP, for such 3 months by 3, (c) by dividing the
      amount resulting from the calculation described in (a) by the amount
      resulting from the calculation described in (b), and (d) by multiplying
      the result of the calculation described in (c) by 30.

            Average Liquidity Amount - for any period, an amount equal to the
      sum of the actual Liquidity Amount on each day during such period, as
      determined by Agent, divided by the number of days in such period.

            Average Revolver Loan Balance - for any period, the amount obtained
      by adding the unpaid balance of Revolver Loans and LC Obligations at the
      end of each day for the period in question and by dividing such sum by the
      number of days in such period.

            Bank Products - any one or more of the following types of products,
      services or facilities extended to any Obligor (other than any Canadian
      Obligor) by any Lender or any Affiliate of any Lender: (i) commercial
      credit cards; (ii) merchant card services; (iii) products or services
      under Cash Management Agreements; (iv) Hedging Agreements; (v) interstate
      depository network services; and (vi) such other banking products or
      services provided by any Lender or any Affiliate of any Lender as may be
      requested by any Obligor (whether requested on behalf of itself or its
      Subsidiaries), other than Letters of Credit and Bank Products Exclusions.

            Bank Products Exclusions - banking products or services provided by
      any Lender or any Affiliate of any Lender that consist of financings of
      Equipment with Permitted Purchase Money Debt or providing operating lease
      financing of Equipment other than the financing provided under this
      Agreement or the other Loan Documents.

                                       -7-


            Banking Relationship Debt - Debt or other obligations of an Obligor
      (other than any Canadian Obligor) to any Lender (or any Affiliate of any
      Lender) arising out of or relating to Bank Products.

            Bankruptcy Code - title 11 of the United States Code.

            Base Rate - the rate of interest announced or quoted by BofA from
      time to time as its prime rate. The prime rate announced by BofA is a
      reference rate and does not necessarily represent the lowest or best rate
      charged by BofA. BofA from time to time makes loans or other extensions of
      credit at, above or below its announced prime rate. If the prime rate is
      discontinued by BofA as a standard, a comparable reference rate designated
      by BofA as a substitute therefor shall be the Base Rate.

            Base Rate Loan - a Loan, or portion thereof, during any period in
      which it bears interest at a rate based upon the Base Rate.

            Blocked Person - as defined in SECTION 9.1.27(ii) of this Agreement.

            Board of Governors - the Board of Governors of the Federal Reserve
      System.

            BofA - Bank of America, N.A., a national bank, and its successors
      and assigns.

            BofA Indemnitees - BofA and all of its present and future officers,
      directors, employees agents and attorneys.

            Borrower - each of MasTec and each Subsidiary of MasTec listed as a
      "Borrower" on ANNEX A hereto and each Subsidiary of MasTec that becomes a
      "Borrower" after the Effective Date pursuant to SECTION 10.1.11 of this
      Agreement.

            Borrower Agent - as defined in SECTION 4.4 of this Agreement.

            Borrowing - a borrowing consisting of Loans of one Type made on the
      same day by Lenders (or by BofA in the case of a Borrowing funded by
      Swingline Loans) or a conversion of a Loan or Loans of one Type from
      Lenders on the same day.

            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 the Accounts Formula Amount on such
      date plus the Eligible Unbilled Accounts Formula Amount on such date plus
      the Fixed Assets Formula 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.

            Borrowing Base Certificate - a certificate, in the form requested by
      Agent, by which Borrowers shall certify to Agent and Lenders, with such
      frequency as Agent may request or as otherwise required by Section 8.6 of
      this Agreement, the amount of the Borrowing Base as of the date of the
      certificate and the calculation of such amount.

            Business Day - any day excluding Saturday, Sunday and any other day
      that is a legal holiday under the laws of the State of Georgia or is a day
      on which banking institutions located in

                                       -8-


      such state are closed; provided, however, that when used with reference to
      a LIBOR Loan (including the making, continuing, prepaying or repaying of
      any LIBOR Loan), the term "Business Day" shall also exclude any day on
      which banks are not open for dealings in Dollar deposits on the London
      interbank market.

            Business Interruption Insurance Assignment - the Collateral
      Assignment of Business Interruption Insurance to be executed by each
      Obligor and pursuant to which such Obligor shall assign in favor of Agent,
      for the benefit of Secured Parties, all of such Obligor's rights under any
      business interruption insurance policy owned by or in favor of such
      Obligor, as security for the Obligations.

            Business Unit - assets constituting a business, whether all of the
      assets of any Person or the assets of a division or operating unit of any
      Person.

            Cdn$ and Canadian Dollars - each means freely transferable Canadian
      dollars.

            Canadian Controlled Account - a Controlled Account established by a
      Canadian Obligor.

            Canadian Formula Amount - at any date of determination, that portion
      of the Borrowing Base comprised of Eligible Accounts and Eligible Unbilled
      Accounts owned by the Canadian Obligors.

            Canadian Obligor - Phasecom Systems Inc., an Ontario (Canada)
      corporation, and Integral Power & Telecommunications Corporation Ltd., a
      Canadian corporation, and both Wholly Owned Subsidiaries of MasTec and
      each other direct or indirect Wholly Owned Subsidiary organized under the
      laws of Canada or any province thereof that becomes an Obligor, singly or
      collectively.

            Canadian Obligor Guarantee - each Guaranty executed by a Canadian
      Obligor.

            Canadian Priming Liens - Liens which under applicable Canadian law
      would have priority over Agent's Lien in the Collateral of any Canadian
      Obligor, as such Liens are listed on ANNEX C hereto.

            Canadian Reserve - on any date of determination thereof, Agent's
      discretion, an amount equal to its reasonable estimate of the Canadian
      Obligor's liabilities secured by Canadian Priming Liens.

            Canadian Security Agreement - collectively, each General Security
      Agreement, Deed of Hypothec and other security instrument with respect to
      Property of a Canadian Obligor executed and delivered by a Canadian
      Obligor, pursuant to which such Canadian Obligor grants in favor of Agent
      for the benefit of the Secured Parties a first priority Lien upon its
      personal Properties.

            Capital Adequacy Regulation - any guideline, request or directive of
      any central bank or other Governmental Authority, or any other law, rule
      or regulation, whether or not having the force of law, in each case
      regarding capital adequacy of any bank or of any corporation controlling a
      bank.

            Capital Expenditures - expenditures made or liabilities incurred by
      an Obligor for the acquisition of any fixed assets or improvements,
      replacements, substitutions or additions thereto

                                       -9-


      which have a useful life of more than one year, including the total
      principal portion of Capitalized Lease Obligations.

            Capitalized Lease Obligation - any Debt represented by obligations
      under a lease that is required to be capitalized for financial reporting
      purposes in accordance with GAAP.

            Cash Collateral - cash, and any interest or other income earned
      thereon, that is deposited with Agent in accordance with this Agreement
      for the Pro Rata benefit of Lenders to Cash Collateralize any LC
      Obligations.

            Cash Collateral Account - a demand deposit, money market or other
      account established by Agent at such financial institution as Agent may
      select in its discretion, which account shall be in Agent's name and
      subject to Agent's Liens for the benefit of Secured Parties.

            Cash Collateralize - with respect to LC Obligations arising from
      Letters of Credit outstanding on any date or Obligations arising under
      Hedging Agreements on such date, the deposit with Agent of immediately
      available funds into the Cash Collateral Account in an amount equal to
      105% of the sum of the aggregate Undrawn Amounts of such Letters of Credit
      and other LC Obligations, all Obligations existing under such Hedging
      Agreements, and all related fees and other amounts due or to become due in
      connection with such LC Obligations and Hedging Agreements.

            Cash Equivalents - (i) marketable direct obligations issued or
      unconditionally guaranteed by the United States government and backed by
      the full faith and credit of the United States government; (ii) domestic
      certificates of deposit and time deposits having maturities of not more
      than 12 months from the date of acquisition, bankers' acceptances having
      maturities of not more than 12 months from the date of acquisition and
      overnight bank deposits, in each case issued by any commercial bank
      organized under the laws of the United States, any state thereof or the
      District of Columbia (or Canada or any province thereof, in the case of a
      Canadian Obligor), which at the time of acquisition are rated A-1 (or
      better) by S&P or P-1 (or better) by Moody's, and (unless issued by a
      Lender) not subject to offset rights in favor of such bank arising from
      any banking relationship with such bank; (iii) repurchase obligations with
      a term of not more than 30 days for underlying securities of the types
      described in clauses (i) and (ii) entered into with any financial
      institution meeting the qualifications specified in clause (ii) above;
      (iv) commercial paper having at the time of investment therein or a
      contractual commitment to invest therein a rating of A-1 (or better) by
      S&P or P-1 (or better) by Moody's, and having a maturity within 9 months
      after the date of acquisition thereof; and (v) shares of any money market
      fund that (a) has substantially all of its assets invested continuously in
      the types of investments referred to in clauses (i) - (iv), (b) has net
      assets not less than $500,000,000 and (c) has the highest rating
      obtainable from either Moody's or S&P.

            Cash Management Agreements - any agreement entered into from time to
      time between any Obligor or any of its Subsidiaries, on the one hand, and
      a Lender or any of its Affiliates or any other banking or financial
      institution, on the other, in connection with cash management services for
      operating, collections, payroll and trust accounts of such Obligor or its
      Subsidiaries provided by such banking or financial institution, including
      automatic clearinghouse services, controlled disbursement services,
      electronic funds transfer services, information reporting services,
      lockbox services, stop payment services and wire transfer services.

            CERCLA - the Comprehensive Environmental Response Compensation and
      Liability Act, 42 U.S.C. Section 9601 et seq. and its implementing
      regulations.

                                      -10-


            Change of Control - the occurrence of any of the following events
      after the date of this Agreement: (a) MasTec shall cease to own, directly,
      or indirectly through a Subsidiary, 100% of the Equity Interests in any
      Obligor (other than as a result of a merger, reorganization, consolidation
      or amalgamation permitted under SECTION 10.2.1 of this Agreement), or (b)
      any "Change of Control," "Change in Control" or similar event or
      circumstance, however defined or designated, under the Indenture (as in
      effect on the date of this Agreement) shall occur.

            Chattel Paper - shall have the meaning given to the term "chattel
      paper" in the UCC or the PPSA, as applicable.

            Clearing Bank - BofA, Wachovia Bank, N.A., each bank listed on
      SCHEDULE 1.1C - CLEARING BANKS, and any other U.S. banking institution
      (or, respect to a Controlled Account of a Canadian Obligor, a banking
      institution organized under the laws of Canada or the province of Ontario)
      with which a Controlled Account has been established pursuant to a Control
      Agreement.

            Closing Date - the date on which all of the conditions precedent in
      SECTION 11 of this Agreement are satisfied or waived and the initial Loans
      are made under this Agreement.

            Collateral - all of the Property and interests in Property described
      in SECTION 7 of this Agreement; all Property described in any of the
      Security Documents as security for the payment or performance of any of
      the Obligations; and all other Property and interests in Property that now
      or hereafter secure (or are intended to secure) the payment and
      performance of any of the Obligations.

            Commercial Tort Claim - shall have the meaning given to the term
      "commercial tort claim" in the UCC.

            Commitment - at any date for any Lender, the aggregate amount of
      such Lender's Revolver Commitment on such date, and "Commitments" means
      the aggregate amount of all Revolver Commitments.

            Commitment Termination Date - the date that is the soonest to occur
      of (i) the last day of the Term; (ii) the date on which either Borrowers
      or Agent terminates the Commitments pursuant to SECTION 6.2 of this
      Agreement; or (iii) the date on which the Commitments are automatically
      terminated pursuant to SECTION 12.2 of this Agreement.

            Compliance Certificate - a Compliance Certificate to be provided by
      Borrowers to Agent in accordance with, and in the form annexed as EXHIBIT
      E to, this Agreement, and the supporting schedules to be annexed thereto.

            Consolidated - the consolidation in accordance with GAAP of the
      accounts or other items as to which such term applies.

            Contingent Obligation - with respect to any Person, any obligation
      of such Person arising from any guaranty, indemnity or other assurance of
      payment or performance of any Debt, lease, dividend or other obligation
      ("primary obligations") of any other Person (the "primary obligor") in any
      manner, whether directly or indirectly, including (i) the direct or
      indirect guaranty, endorsement (other than for collection or deposit in
      the Ordinary Course of Business), co-making, discounting with recourse or
      sale with recourse by such Person of the obligation of a primary obligor,
      (ii) the obligation to make take-or-pay or similar payments, if required,
      regardless of nonperformance by any other party or parties to an
      agreement, (iii) any obligation of such Person,

                                      -11-


      whether or not contingent, (A) to purchase any such primary obligation or
      any Property constituting direct or indirect security therefor, (B) to
      advance or supply funds (1) for the purchase or payment of any such
      primary obligations or (2) to maintain working capital or equity capital
      of the primary obligor or otherwise to maintain the net worth or solvency
      of the primary obligor, (C) to purchase Property, Securities or services
      primarily for the purpose of assuring the owner of any such primary
      obligation of the ability of the primary obligor to make payment of such
      primary obligation or (D) otherwise to assure or hold harmless the holder
      of such primary obligation against loss in respect thereof. The amount of
      any Contingent Obligation shall be deemed to be an amount equal to the
      stated or determinable amount of the primary obligation with respect to
      which such Contingent Obligation is made (or, if less, the maximum amount
      of such primary obligation for which such Person may be liable pursuant to
      the terms of the instrument evidencing such Contingent Obligation) or, if
      not stated or determinable, the maximum reasonably anticipated liability
      with respect thereto (assuming such Person is required to perform
      thereunder), as determined by such Person in good faith.

            Control or controlled by or under common control - possession,
      directly or indirectly, of the power to direct or cause the direction of
      management or policies (whether through ownership of voting securities, by
      contract or otherwise, but not solely by being an officer or director of
      that Person); provided, however, that in any event any Person which
      beneficially owns, directly or indirectly, 10% or more (in number of
      votes) of the Equity Interest having ordinary Voting Power with respect to
      another Person shall be conclusively presumed to control such Person.

            Control Agreement - an agreement among an Obligor, Agent and a
      Clearing Bank, in form and substance satisfactory to Agent, concerning the
      collection and transfer of payments which represent the proceeds of
      Accounts or of any other Collateral, and which gives Agent, for the
      benefit of the Secured Parties, control (within the meaning of Section
      9-104 of the UCC) over the deposit accounts of such Obligor maintained at
      such Clearing Bank.

            Controlled Account - a demand deposit account of an Obligor
      maintained by it with a Clearing Bank that is subject to a Control
      Agreement.

            CWA - the Clean Water Act (33 U.S.C. Sections 1251 et seq.).

            Debt - as applied to a Person means, without duplication: (i) all
      items which in accordance with GAAP would be included in determining total
      liabilities as shown on the liability side of a balance sheet of such
      Person as of the date as of which Debt is to be determined, including
      Capitalized Lease Obligations; (ii) all Contingent Obligations of such
      Person; (iii) all reimbursement obligations in connection with letters of
      credit or letter of credit guaranties issued for the account of such
      Person; and (iv) in the case of an Obligor (without duplication), the
      Obligations. The Debt of a Person shall include any recourse Debt of any
      partnership or joint venture in which such Person is a general partner or
      joint venturer.

            Default - an event or condition the occurrence of which would, with
      the lapse of time or the giving of notice, or both, become an Event of
      Default.

            Default Rate - on any date, a rate per annum that is equal to (i) in
      the case of each Revolver Loan outstanding on such date, 2% in excess of
      the rate otherwise applicable to such Loan on such date, and (ii) in the
      case of any of the other Obligations outstanding on such date, 2% plus the
      highest Applicable Margin for Base Rate Loans.

                                      -12-


            Deposit Account - shall have the meaning given to the term "deposit
      account" in the UCC.

            Dilution Reserve - at any date of determination, an amount equal to
      the excess of (i) non-cash reductions to Obligors' Accounts during a
      12-month period prior to the date of determination as established by
      Obligors' records or by a field examination conducted by Agent's employees
      or representatives, expressed as a percentage of Obligors' Accounts
      outstanding during the same period, as the same may be adjusted by Agent
      in the exercise of its reasonable credit judgment, over (ii) 5%,
      multiplied by the aggregate amount of Eligible Accounts as of the date of
      determination.

            [***] - collectively, [***] and its Affiliates and Subsidiaries.

            [***] Account Reserve - [***]

            [***] Concentration Percentage - [***]

            Distribution - in respect of any entity, (i) any payment of any
      dividends or other distributions on Equity Interests of the entity (except
      distributions in such Equity Interests) and (ii) any purchase, redemption
      or other acquisition or retirement for value of any Equity Interests of
      the entity or any Affiliate of the entity unless made contemporaneously
      from the net proceeds of the sale of Equity Interests.

            Document - shall have the meaning given to the term "document" in
      the UCC.

            Dollars and the sign $ - lawful money of the United States of
      America.

            Domestic Subsidiary - a Subsidiary of a Borrower (other than a
      Subsidiary that is a Borrower) that is incorporated under the laws of a
      state of the United States or the District of Columbia.

            Dominion Account - a special account of Agent established by
      Borrowers at BofA or another bank selected by Borrowers, but acceptable to
      Agent in its sole discretion, and over which Agent shall have exclusive
      access and control for withdrawal purposes.

            Electronic Chattel Paper - shall have the meaning given to the term
      "electronic chattel paper" in the UCC.

            Eligible Account - an Account which arises in the Ordinary Course of
      Business of an Obligor from the sale of goods or rendition of services, is
      payable in Dollars (or, with respect to Accounts that arise from a sale to
      an Account Debtor located in Canada, in Canadian Dollars), is subject to
      Agent's duly perfected Lien, and is deemed by Agent, in its reasonable
      credit judgment, to be an Eligible Account. Without limiting the
      generality of the foregoing, no Account shall be an Eligible Account if:
      (i) it arises out of a sale made by an Obligor to a Subsidiary or an
      Affiliate of an Obligor, a Person controlled by an Affiliate of an Obligor
      or a Blocked Person; (ii) it is unpaid for more than 60 days after the
      original due date shown on the invoice; (iii) it is due or unpaid more
      than 90 days after the original invoice date (or as to any Approved
      Account Debtor, 120 days after original invoice date); (iv) 50% or more of
      the Accounts from the Account Debtor are not deemed Eligible Accounts
      hereunder; (v) the total unpaid Accounts of the Account Debtor or group of
      affiliated Account Debtors (excluding any affiliated Account Debtor that
      satisfies the criteria of clause (i) in the definition of Approved Account
      Debtor) exceed 7.5% (or

                                      -13-


      (i) as to any Approved Account Debtor (other than [***]) of the aggregate
      amount of all Eligible Accounts or exceed a credit limit established by
      Agent for such Account Debtor, in each case, to the extent of such excess;
      (vi) any covenant, representation or warranty contained in this Agreement
      with respect to such Account has been breached in any respect deemed
      material by Agent; (vii) the Account Debtor is also such Obligor's
      creditor or supplier, or the Account Debtor has disputed liability with
      respect to such Account, or the Account Debtor has made any claim with
      respect to any other Account due from such Account Debtor to such Obligor,
      or the Account otherwise is or may become subject to any right of setoff,
      counterclaim, recoupment, reserve, defense or chargeback, provided that,
      the Accounts of such Account Debtor shall be ineligible only to the extent
      of such dispute or right of offset, counterclaim, recoupment, reserve,
      defense or chargeback; (viii) an Insolvency Proceeding has been commenced
      by or against the Account Debtor (other than Accounts arising under and in
      accordance with the terms of post-petition contracts with such Account
      Debtor approved by the court in which the Insolvency Proceeding of the
      Account Debtor is being heard or otherwise permitted in such case) or the
      Account Debtor has failed, suspended or ceased doing business; (ix) the
      Account Debtor is not or has ceased to be Solvent; (x) it arises from a
      sale to an Account Debtor that is organized under the laws of any
      jurisdiction outside of the United States or Canada or that has its
      principal office or principal place of business outside the United States
      or Canada except to the extent that the sale is supported or secured by an
      Approved Credit Enhancement; (xi) it arises from a sale to the Account
      Debtor on a bill-and-hold, guaranteed sale, sale-or-return,
      sale-on-approval, consignment or any other repurchase or return basis;
      (xii) the Account Debtor is the United States of America or Canada any
      department, agency, Crown corporation or instrumentality thereof, unless
      the applicable Obligor is not prohibited from assigning the Account and
      does assign its right to payment of such Account to Agent, in a manner
      satisfactory to Agent, so as to comply, in the case of the United States,
      with the Assignment of Claims Act of 1940 (31 U.S.C. Section 3727 and 41
      U.S.C. Section 15), and, in the case of Canada, with the Financial
      Administration Act, R.S.C. c. F-11 or is a state, province, county or
      municipality, or a political subdivision or agency thereof and Applicable
      Law disallows or restricts an assignment of Accounts on which it is the
      Account Debtor; (xiii) the Account Debtor is located in any jurisdiction
      which imposes conditions on the right of a creditor to collect accounts
      receivable unless the applicable Obligor has either qualified to transact
      business in such jurisdiction as a foreign entity or filed a Notice of
      Business Activities Report or other required report with the appropriate
      officials in those jurisdictions for the then current year; (xiv) the
      Account Debtor is located in a jurisdiction in which such Obligor is
      deemed to be doing business under the laws of such jurisdiction and which
      denies creditors access to its courts in the absence of qualification to
      transact business in such jurisdiction or of the filing of any reports
      with such jurisdiction, unless such Obligor has qualified as a foreign
      entity authorized to transact business in such jurisdiction or has filed
      all required reports; (xv) the Account is subject to a Lien other than a
      Permitted Lien; (xvi) the goods giving rise to such Account have not been
      delivered to and accepted by the Account Debtor or the services giving
      rise to such Account have not been performed by such Obligor and accepted
      by the Account Debtor or the Account otherwise does not represent a final
      sale; (xvii) the Account is evidenced by Chattel Paper or an Instrument of
      any kind, or has been reduced to judgment; (xviii) the Account represents
      a billing in excess of cost or a retainage or arises from a sale on a
      cash-on-delivery basis; (xix) such Obligor has made any agreement with the
      Account Debtor for any deduction therefrom, except for discounts or
      allowances which are made in the Ordinary Course of Business for prompt
      payment and which discounts or allowances are reflected in the calculation
      of the face value of each invoice related to such Account; (xx) such
      Obligor has made an agreement with the Account Debtor to extend the time
      of payment thereof; (xxi) the Account arises from the performance of
      services under a contract in respect of which any performance bond or
      surety bond has been issued or under or related to any warranty obligation
      of an Obligor; (xxii) the Account represents, in whole or in part, a
      billing for interest, fees or late

                                      -14-


      charges, provided that such Account shall be ineligible only to the extent
      of the amount of such billing; or (xxiii) it arises from a retail sale of
      Inventory to a Person who is purchasing the same primarily for personal,
      family or household purposes.

            Eligible Assignee - a Person that is a Lender, a U.S. based
      Affiliate of a Lender or an Approved Fund (as defined below); a commercial
      bank, finance company, or other financial institution, in each case that
      is organized under the laws of the United States or any state, has total
      assets in excess of $5 billion, extends asset-based lending facilities of
      the type contemplated herein in the Ordinary Course of Business and whose
      becoming an assignee would not constitute a prohibited transaction under
      Section 4975 of ERISA or any other Applicable Law, is acceptable to Agent
      and, unless a Default or an Event of Default exists, Borrowers (such
      approval by Borrowers, when required, not to be unreasonably withheld or
      delayed and to be deemed given by Borrowers if no objection is received by
      the assigning Lender and Agent from Borrowers within 2 Business Days after
      notice of such proposed assignment has been provided by the assigning
      Lender as set forth in SECTION 14.3 of this Agreement); and, at any time
      that an Event of Default exists, any other Person acceptable to Agent in
      its sole discretion. The term "Approved Fund" means any Person (other than
      a natural person) that is engaged in making, purchasing, holding or
      investing in bank loans and similar extensions of credit in the Ordinary
      Course of Business of such Person and that is administered or managed by
      (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an
      Affiliate of an entity that administers or manages a Lender.

            Eligible Fixed Assets - Equipment owned by an Obligor, subject to
      the Lien in favor of Agent and to no other Lien, that is located within
      the continental United States and has been included in the most recent Net
      Orderly Liquidation Value Appraisal accepted by Agent.

            Eligible Unbilled Accounts - an amount which, when an invoice is
      issued with respect thereto, will be an Eligible Account, and in respect
      of which an invoice is issued within 30 days (or 45 days with respect to
      an Account Debtor principally engaged in the power distribution and
      transmission business) after such amount is first included as an eligible
      unbilled account on any Borrowing Base Certificate.

            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
      subsections (i) of this definition, and the Fixed Assets Formula Amount,
      multiplied by (y) 15%.

            Enforcement Action - action taken or to be taken by Agent, during
      any period that an Event of Default exists, to enforce collection of the
      Obligations or to realize upon the Collateral (whether by judicial action,
      under power of sale, by self-help repossession, by notification to Account
      Debtors, or by exercise of rights of setoff or recoupment).

            Environmental Agreement - the Agreement Regarding Environmental
      Matters to be executed by Obligors in favor of Agent on or about the
      Closing Date and by which each Obligor shall, among other things,
      indemnify Agent and Lenders from liability for such Obligor's failure to
      comply with any Environmental Laws.

            Environmental Laws - all federal, state, provincial local and
      foreign laws, rules, regulations, codes, ordinances, orders and consent
      decrees (together with all programs, permits and guidance documents
      promulgated by regulatory agencies, to the extent having the force of

                                      -15-


      law), now or hereafter in effect, that relate to public health (but
      excluding occupational safety and health, to the extent regulated by OSHA)
      or the protection or pollution of the environment, whether new or
      hereafter in effect, including CERCLA, RCRA and CWA.

            Environmental Notice - a notice (whether written or oral) from any
      Governmental Authority or any other Person of a possible or alleged
      noncompliance with or liability under any Environmental Laws, including
      any complaints, citations, demands or requests from any Governmental
      Authority or any other Person for correction or remediation of any
      asserted violation of any Environmental Laws or any investigations
      concerning any asserted violation of any Environmental Laws.

            Environmental Release - a release as defined in CERCLA or under any
      other applicable Environmental Laws.

            Equipment - shall have the meaning given to the term "equipment" in
      the UCC or the PPSA, as applicable, and shall include all of each
      Obligor's machinery, apparatus, equipment, fittings, furniture, fixtures,
      motor vehicles and other tangible personal Property (other than Inventory)
      of every kind and description, whether now owned or hereafter acquired by
      such Obligor and wherever located, and all parts, accessories and special
      tools therefor, all accessions thereto, and all substitutions and
      replacements thereof.

            Equity Interest - the interest of (i) a shareholder in a
      corporation, (ii) a partner (whether general or limited) in a partnership
      (whether general, limited or limited liability), (iii) a member in a
      limited liability company, or (iv) any other Person having any other form
      of equity security or ownership interest.

            ERISA - the Employee Retirement Income Security Act of 1974 and all
      rules and regulations from time to time promulgated thereunder.

            Event of Default - as defined in SECTION 12 of this Agreement.

            Executive Order No. 13224 - Executive Order No. 13224 on Terrorist
      Financing, effective September 24, 2001, as the same has been, or shall
      hereafter be, renewed, extended, amended or replaced.

            Existing Lenders - the Lenders under (and as defined in) the
      Existing Loan Agreement as in effect on the Closing Date.

            Existing Letters of Credit - as defined in SECTION 2.3.1 of this
      Agreement.

            Extraordinary Expenses - all costs, expenses, fees (including fees
      incurred to Agent Professionals) or advances that Agent may suffer or
      incur, whether prior to or after the occurrence of an Event of Default,
      and whether prior to, after or during the pendency of an Insolvency
      Proceeding of an Obligor, on account of or in connection with (i) the
      audit, inspection, repossession, storage, repair, appraisal, insuring,
      completion of the manufacture of, preparing for sale, advertising for
      sale, selling, collecting or otherwise preserving or realizing upon any
      Collateral; (ii) the defense of Agent's Lien upon any Collateral or the
      priority thereof or any adverse claim with respect to the Loans, the Loan
      Documents or the Collateral asserted by any Obligor, any receiver or
      trustee for any Obligor or any creditor or representative of creditors of
      any Obligor; (iii) the settlement or satisfaction of any Liens upon any
      Collateral (whether or not such Liens are Permitted Liens); (iv) the
      collection or enforcement of any of the Obligations,

                                      -16-


      whether by Enforcement Action or otherwise; (v) the negotiation,
      documentation, and closing of any restructuring or forbearance agreement
      with respect to the Loan Documents or Obligations; (vi) amounts advanced
      by Agent pursuant to SECTIONS 8.1.3 OR 15.10 of this Agreement; (vii) the
      enforcement of any of the provisions of any of the Loan Documents; or
      (viii) any payment under a guaranty, indemnity or other payment agreement
      provided by Agent, which is reimbursable to Agent by Borrowers pursuant to
      SECTION 3.4.2 of this Agreement. Such costs, expenses and advances may
      include transfer fees, taxes, storage fees, insurance costs, permit fees,
      utility reservation and standby fees, legal fees, appraisal fees, brokers'
      fees and commissions, auctioneers' fees and commissions, accountants'
      fees, environmental study fees, wages and salaries paid to employees of
      any Obligor or independent contractors in liquidating any Collateral,
      travel expenses, all other fees and expenses payable or reimbursable by
      Borrowers or any other Obligor under any of the Loan Documents, and all
      other fees and expenses associated with the enforcement of rights or
      remedies under any of the Loan Documents, but excluding compensation paid
      to employees (including inside legal counsel who are employees) of Agent.

            Federal Funds Rate - for any period, a fluctuating interest rate per
      annum equal for each date during such period to the weighted average of
      the rates on overnight federal funds transactions with members of the
      Federal Reserve System arranged by federal funds brokers, as published for
      such day (or, if such day is not a Business Day, for the next preceding
      Business Day) in Atlanta, Georgia by the Federal Reserve Bank of Atlanta,
      or if such rate is not so published for any day which is a Business Day,
      the average of the quotations for such day on such transactions received
      by Agent from 3 federal funds brokers of recognized standing selected by
      Agent.

            Fee Letter - the fee letter agreement between Agent and Borrowers.

            FEIN - with respect to any Person, the Federal Employer
      Identification Number of such Person.

            Fiscal Quarter - each of the 4 consecutive 3-month periods beginning
      on the first day of a Fiscal Year.

            Fiscal Year - the fiscal year of Borrowers and their Subsidiaries
      for accounting and tax purposes, which ends on December 31 of each year
      and when preceded by the designation of a calendar year (e.g., 2005 Fiscal
      Year) means the fiscal year of Borrowers and their Subsidiaries ending on
      December 31 of such designated calendar year.

            Fixed Assets Formula Amount - on any date of determination thereof,
      an amount equal to the lesser of (A) $40,000,000, or (B) 80% multiplied by
      the Net Orderly Liquidation Value of Eligible Fixed Assets; provided that
      the amount calculated under this clause (B) shall be reduced in 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
      disposed of by Obligors (other than in accordance with SECTION 8.4.2(ii))
      since the date that the Equipment included in the most recent Net Orderly
      Liquidation Value Appraisal was appraised.

            Fixed Charge Coverage Ratio - for any period, the ratio of (a)
      Adjusted EBITDA for such period minus Net Capital Expenditures (excluding
      Capital Expenditures financed by Permitted Purchase Money Debt) for such
      period, minus Distributions made during such period, minus cash Taxes paid
      during such period, to (b) the sum of all Fixed Charges for such period,
      all calculated for Borrowers and their Subsidiaries on a Consolidated
      basis.

                                      -17-


            Fixed Charges - for any fiscal period, the sum of (i) interest
      expense (other than interest payable-in-kind to the extent not paid in
      cash and interest expense arising from this Agreement or the other Loan
      Documents that is deferred into future periods in accordance with GAAP)
      for such period plus (ii) current maturities of Funded Debt (including
      Capitalized Lease Obligations) as of the last day of such period.

            FLSA - the Fair Labor Standards Act of 1938.

            Foreign Lender - any Lender that is organized under the laws of a
      jurisdiction other than the laws of the United States, any state thereof
      or the District of Columbia.

            Foreign Subsidiary - a Subsidiary that is not a Domestic Subsidiary.

            Full Payment - with respect to any of the Obligations, the full,
      final and indefeasible payment in full, in cash and in Dollars, of all of
      such Obligations, including all interests, fees and other charges payable
      in connection therewith under any of the Loan Documents, whether such
      interests, fees or other charges accrue or are incurred prior to or during
      the pendency of an Insolvency Proceeding and whether or not any of the
      same are allowed or recoverable in any Bankruptcy Case pursuant to Section
      506 of the Bankruptcy Code or otherwise; with respect to any LC
      Obligations represented by undrawn Letters of Credit and Banking
      Relationship Debt, the depositing of cash with Agent, as security for the
      payment of such Obligations, not to exceed 105% of the aggregate undrawn
      amount of such Letters of Credit and 100% of Agent's good faith estimate
      of the amount of Banking Relationship Debt due and to become due; and with
      respect to any Obligations that are contingent in nature (other than
      Obligations consisting of LC Obligations or Banking Relationship Debt),
      such as a right of Agent or a Lender to indemnification by any Obligor,
      the depositing of cash with Agent in an amount equal to 100% of such
      Obligations or, if such Obligations are unliquidated in amount and
      represent a claim which has been overtly asserted (or is reasonably
      probable of assertion) against Agent or a Lender and for which an
      indemnity has been provided by Obligors in any of the Loan Documents, in
      an amount that is equal to such claim or Agent's good faith estimate of
      such claim. None of the Loans shall be deemed to have been paid in full
      until all Commitments related to such Loans have expired or been
      terminated.

            GAAP - generally accepted accounting principles in the United States
      of America in effect from time to time.

            GECC - General Electric Capital Corporation, a Delaware corporation,
      and its successors and assigns.

            General Intangibles - shall have the meaning given to the term
      "general intangibles" in the UCC and shall include each Obligor's choses
      in action, causes of action, company or other business records,
      inventions, blueprints, designs, patents, patent applications, trademarks,
      trademark applications, trade names, trade secrets, service marks,
      goodwill, brand names, copyrights, registrations, licenses, franchises,
      customer lists, permits, tax refund claims, computer programs, operational
      manuals, internet addresses and domain names, insurance refunds and
      premium rebates, all claims under guaranties, security interests or other
      security held by or granted to such Obligor to secure payment of any of
      any of such Obligor's Accounts by an Account Debtor, all rights to
      indemnification and all other intangible property of such Obligor of every
      kind and nature (other than Accounts).

            Goods - shall have the meaning given to the term "goods" in the UCC
      or the PPSA.

                                      -18-


            Governmental Approvals - all authorizations, consents, approvals,
      licenses and exemptions of, registrations and filings with, and reports
      to, all Governmental Authorities.

            Governmental Authority - any federal, state, provincial, municipal,
      national, foreign or other governmental department, commission, board,
      bureau, court, agency or instrumentality or political subdivision thereof
      or any entity or officer exercising executive, legislative, judicial,
      regulatory or administrative functions of or pertaining to any government
      or any court, in each case whether associated with a state of the United
      States, the District of Columbia or a foreign entity or government.

            Guarantor - each Canadian Obligor and each other Person who
      guarantees payment or performance of the whole or any part of the
      Obligations.

            Guaranty - each guaranty agreement now or hereafter executed by a
      Guarantor in favor of Agent with respect to any of the Obligations,
      including each Canadian Obligor Guarantee.

            Hedging Agreement - any interest rate protection agreement, foreign
      currency exchange agreement, forward contract, currency swap agreement,
      commodity price protection agreement or other interest or currency
      exchange rate or commodity price hedging arrangement.

            Impermissible Qualification - any qualification or exception to the
      opinion or certification of any independent public accountant as to any
      financial statement of Borrowers which (i) is of a "going concern" or
      similar nature, (ii) relates to the limited scope of examination of
      matters relevant to such financial statements, or (iii) relates to the
      treatment or classification of any item in such financial statement in
      which, a condition to its removal, would require an adjustment to such
      item the effect of which would be to cause the occurrence of an Event of
      Default.

            Indemnified Amount - in the case of Agent Indemnitees, the amount of
      any loss, cost, expenses or damages suffered or incurred by Agent
      Indemnitees and against which Lenders or any Obligor have agreed to
      indemnify Agent Indemnitees pursuant to the terms of this Agreement or any
      of the other Loan Documents; in the case of Lender Indemnitees, the amount
      of any loss, cost, expenses or damages suffered or incurred by Lender
      Indemnitees and against which Lenders or any Obligor have agreed to
      indemnify Lender Indemnitees pursuant to the terms of this Agreement or
      any of the other Loan Documents; and, in the case of BofA Indemnitees, the
      amount of any loss, cost, expenses or damages suffered or incurred by BofA
      Indemnitees and against which Lenders or any Obligor have agreed to
      indemnify BofA Indemnitees pursuant to the terms of this Agreement or any
      of the other Loan Documents.

            Indemnified Claim - any and all claims, demands, liabilities,
      obligations, losses, damages, penalties, actions, judgments, suits,
      awards, remedial response costs, expenses or disbursements of any kind or
      nature whatsoever (including reasonable attorneys', accountants',
      consultants' or paralegals' fees and expenses), whether arising under or
      in connection with the Loan Documents, any Applicable Law (including any
      Environmental Laws) or otherwise, that may now or hereafter be suffered or
      incurred by any Indemnitee (whether suffered or incurred in or as a result
      of any investigation, litigation, arbitration or other judicial or
      non-judicial proceeding or any appeals related thereto) and that is
      covered by an indemnity of an Obligor under any of the Loan Documents.

            Indemnitees - the Agent Indemnitees, the Lender Indemnitees and the
      BofA Indemnitees.

                                      -19-


            Indenture - the Indenture, dated as of February 4, 1998, between
      MasTec and First Trust National Association, as Trustee, governing the
      Subordinated Notes.

            Initial Lenders - BofA, GECC, LaSalle Business Credit, LLC and PNC
      Bank, National Association, each in its capacity as a "Lender" under this
      Agreement on the Closing Date.

            Insolvency Proceeding - any action, case or proceeding commenced by
      or against a Person under any state, provincial, federal or foreign law,
      or any agreement of such Person, for (i) the entry of an order for relief
      under any chapter or section of the Bankruptcy Code, the Bankruptcy and
      Insolvency Act of Canada, the Companies' Creditors Arrangement Act of
      Canada, or under any other bankruptcy , insolvency or debt adjustment
      (whether state, provincial, federal or foreign), (ii) the appointment of a
      receiver (or administrative receiver), interim receiver, assignee,
      trustee, liquidator administrator, conservator sequestrator, monitor or
      other custodian for such Person or any part of its Property, (iii) an
      assignment or trust mortgage for the benefit of creditors of such Person,
      or (iv) the liquidation, dissolution or winding up of the affairs of such
      Person.

            Instrument - shall have the meaning given to the term "instrument"
      in the UCC.

            Insurance Cash Collateral Account - each demand deposit account in
      existence on the date of this Agreement established by and held in the
      name of an insurance company or insurance service company at a depository
      bank, as described on SCHEDULE 1.1B attached hereto, to establish loss
      reserves with respect to policies insuring MasTec issued by such insurance
      company or through such insurance service company.

            Intellectual Property - all intellectual and similar Property of a
      Person of every kind and description, including inventions, designs,
      patents, patent applications, copyrights, trademarks, service marks, trade
      names, mask works, trade secrets, confidential or proprietary information,
      know-how, software and databases and all embodiments or fixations thereof
      and related documentation, registrations and franchises, all books and
      records describing or used in connection with the foregoing and all
      licenses, or other rights to use any of the foregoing.

            Intellectual Property Claim - the assertion by any Person of a claim
      (whether asserted in writing, by action, suit or proceeding or otherwise)
      that any Obligor's ownership, use, marketing, sale or distribution of any
      Inventory, Equipment, Intellectual Property or other Property is violative
      of any ownership or right to use any Intellectual Property of such Person.

            Interest Period - shall have the meaning ascribed to it in SECTION
      3.1.3 of this Agreement.

            Inventory - shall have the meaning given to the term "inventory" in
      the UCC or the PPSA, as applicable, and shall include all goods intended
      for sale or lease by an Obligor, or for display or demonstration; all work
      in process, all raw materials and other materials and supplies of every
      nature and description used or which might be used in connection with the
      manufacture, printing, packing, shipping, advertising, selling, leasing or
      furnishing such goods or otherwise used or consumed in such Obligor's
      business (but excluding Equipment).

            Investment Property - shall have the meaning given to "investment
      property" in the UCC and shall include all Securities (whether
      certificated or uncertificated), security entitlements, securities
      accounts, commodity contracts and commodity accounts.

                                      -20-


            Issuing Bank - BofA or an Affiliate of BofA, including Fleet
      National Bank, as issuer of the Letters of Credit, and, with respect to
      the Existing Letters of Credit, Fleet National Bank.

            Issuing Bank Indemnitees - Issuing Bank and all of its present and
      future officers, employees, directors and agents.

            JMC - JMC Insurance Company, Inc., a South Carolina corporation and
      a wholly owned Subsidiary of MasTec.

            Joinder Agreement - a Joinder Agreement to be executed and delivered
      by each new Subsidiary that pursuant to SECTION 10.1.11 of this Agreement
      becomes a Borrower hereunder, in accordance with, and in the form of
      EXHIBIT J annexed to this Agreement.

            LC Application - an application by any or all Borrowers to Issuing
      Bank, pursuant to a form approved by Issuing Bank, for the issuance of a
      Letter of Credit, that is submitted to Issuing Bank at least 5 Business
      Days prior to the requested issuance of such Letter of Credit.

            LC Conditions - the following conditions, the satisfaction of each
      of which is required before Issuing Bank shall be obligated issue a Letter
      of Credit: (i) each of the conditions set forth in SECTION 11 of this
      Agreement has been and continues to be satisfied, including the absence of
      any Default or Event of Default; (ii) after giving effect to the issuance
      of the requested Letter of Credit and all other unissued Letters of Credit
      for which an LC Application has been signed by a Borrower and approved by
      Agent and Issuing Bank, no Out-of-Formula Condition would exist, and, if
      no Revolver Loans are outstanding, the LC Obligations do not, and would
      not upon the issuance of the requested Letter of Credit, exceed the
      Borrowing Base; (iii) such Letter of Credit has an expiration date that is
      no more than 365 days from the date of issuance and such expiration date
      is at least 30 days prior to the last Business Day of the Term unless
      otherwise agreed by Agent in its discretion; (iv) the currency in which
      payment is to be made under the Letter of Credit is Dollars; and (v) the
      form of the proposed Letter of Credit is satisfactory to Agent and Issuing
      Bank in their discretion, provides for sight drafts only and does not
      contain any language that automatically increases the amount available to
      be drawn under the Letter of Credit.

            LC Documents - any and all agreements, instruments and documents
      (including an LC Application) required by Issuing Bank to be executed by
      Borrowers or any other Person and delivered to Issuing Bank for the
      issuance, amendment or renewal of a Letter of Credit.

            LC Facility - the subfacility for Letters of Credit established as
      part of the Revolver Commitments pursuant to Section 2.3 of this
      Agreement.

            LC Obligations - on any date, an amount (in Dollars) equal to the
      sum of (without duplication) (i) all amounts then due and payable by any
      Obligor on such date by reason of any payment that is made by Issuing Bank
      under a Letter of Credit and that has not been repaid to Issuing Bank,
      plus (ii) the aggregate undrawn amount of all Letters of Credit which are
      then outstanding or for which an LC Application has been delivered to and
      accepted by Issuing Bank and approved by Agent, plus (iii) all fees and
      other amounts due or to become due in respect of Letters of Credit
      outstanding on such date.

            LC Request - a Letter of Credit Request from Borrowers to Issuing
      Bank in the form of EXHIBIT I annexed hereto.

                                      -21-


            LC Reserve - at any date, the aggregate of all LC Obligations on
      such date, other than (i) LC Obligations that Borrowers shall Cash
      Collateralize on or prior to such date and (ii) during any period that no
      Default or Event of Default exists, the portion of LC Obligations
      described in clause (iii) of the definition thereof.

            Lender Indemnitees - Lenders and all of their respective present and
      future officers, directors, employees, agents and attorneys.

            Lenders - shall have the meaning given to it in the preamble to this
      Agreement and shall include BofA (whether in its capacity as a provider of
      Loans under SECTION 2 of this Agreement or as the provider of Swingline
      Loans under SECTION 4.1.3 of this Agreement) and any other Person who may
      from time to time become a "Lender" under this Agreement.

            Letter of Credit - any standby or documentary letter of credit
      issued by Issuing Bank for the account of any Borrower.

            Letter-of-Credit Right - shall have the meaning given to the term
      "letter-of-credit-right" in the UCC.

            Leverage Ratio - with respect to any fiscal period, the ratio of (a)
      the sum of Senior Funded Debt (including LC Obligations) as of the last
      day of such period to (b) Adjusted EBITDA for such period, all calculated
      for Borrowers and their Subsidiaries on a Consolidated basis.

            LIBOR Lending Office - with respect to a Lender, the office
      designated as a LIBOR Lending Office for such Lender on the signature page
      hereof (or on any Assignment and Acceptance, in the case of an assignee)
      and such other office of such Lender or any of its Affiliates that is
      hereafter designated by written notice to Agent.

            LIBOR Loan - a Loan, or portion thereof, during any period in which
      it bears interest at a rate based upon the applicable Adjusted LIBOR Rate.

            License Agreement - any agreement between an Obligor and a Licensor
      pursuant to which such Obligor is authorized to use any Intellectual
      Property in connection with the manufacturing, marketing, sale or other
      distribution of any Inventory of such Obligor.

            Licensor - any Person from whom an Obligor obtains the right to use
      (whether on an exclusive or non-exclusive basis) any Intellectual Property
      in connection with such Obligor's manufacture, marketing, sale or other
      distribution of any Inventory.

            Lien - any interest in Property securing an obligation owed to, or a
      claim by, a Person other than the owner of the Property, whether such
      interest is based on common law, statute or contract. The term "Lien"
      shall also include reservations, exceptions, encroachments, easements,
      rights-of-way, covenants, conditions, restrictions, leases and other title
      exceptions and encumbrances affecting Property and, additionally with
      respect to any Canadian Obligor, any other lien, charge, privilege,
      secured claim, hypothec, prior claim, title retention right, garnishment
      right, deemed trust, encumbrance or other right affecting any of the
      property of such Canadian Obligor, choate or inchoate, arising by any
      statute, act of law of any jurisdiction at common law or in equity or by
      agreement . For the purpose of this Agreement, an Obligor shall be deemed
      to be the owner of any Property which it has acquired or holds subject to
      a conditional

                                      -22-


      sale agreement or other arrangement pursuant to which title to the
      Property has been retained by or vested in some other Person for security
      purposes.

            Lien Waiver - an agreement duly executed in favor of Agent, in form
      and content acceptable to Agent, by which (i) for locations leased by an
      Obligor, an owner or mortgagee of premises upon which any Property of an
      Obligor is located agrees to waive or subordinate any Lien it may have
      with respect to such Property in favor of Agent's Lien therein and to
      permit Agent to enter upon such premises and remove such Property or to
      use such premises to store or dispose of such Property, or (ii) for
      locations at which any Obligor places Inventory with a warehouseman or a
      processor, such warehouseman or processor agrees to waive or subordinate
      any Lien it may have with respect to such Property in favor of Agent's
      Lien therein and to permit Agent to enter upon such premises and remove
      such Property or to use such premises to store or dispose of such
      Property.

            Liquidity Amount - on any date of determination, an amount equal to
      the sum of (a) Availability on such date plus (b) the aggregate amount of
      collected funds of Borrowers on deposit at BofA in a Controlled Account.

            Loan - a Revolver Loan (and each Base Rate Loan and LIBOR Loan
      comprising such Loan).

            Loan Account - the loan account established by each Lender on its
      books pursuant to SECTION 5.8 of this Agreement.

            Loan Documents - this Agreement, the Other Agreements and the
      Security Documents.

            Loan Year - a period commencing each calendar year on the same month
      and day as the date of this Agreement and ending on the same month and day
      in the immediately succeeding calendar year, with the first such period
      (i.e. the first Loan Year) to commence on the date of this Agreement.

            Lockbox - each U. S. Post Office Box specified in a Lockbox
      Agreement.

            Lockbox Agreement - each agreement between a Borrower and a Clearing
      Bank concerning the establishment of a Lockbox for the collection of
      Accounts.

            Margin Stock - shall have the meaning ascribed to it in Regulation U
      and of the Board of Governors.

            Material Adverse Effect - the effect of any event, condition,
      action, omission or circumstance, which, alone or when taken together with
      other events, conditions, actions, omissions or circumstances occurring or
      existing concurrently therewith, (i) has a material adverse effect upon
      the business, operations, Properties, prospects or condition (financial or
      otherwise) of any Obligor; (ii) has or could be reasonably expected to
      have any material adverse effect whatsoever upon the validity or
      enforceability of this Agreement or any of the other Loan Documents; (iii)
      has any adverse effect upon the value of the whole or any material part of
      the Collateral, the Liens of Agent with respect to the Collateral or the
      priority of any such Liens; (iv) impairs the ability of any Obligor to
      perform its obligations under this Agreement or any of the other Loan
      Documents, including repayment of any of the Obligations when due; or (v)
      impairs the ability of Agent or any Lender to enforce or collect the
      Obligations or realize upon any of the Collateral in accordance with the
      Loan Documents and Applicable Law.

                                      -23-


            Material Contract - an agreement to which an Obligor is a party
      (other than the Loan Documents) (i) which is deemed to be a material
      contract as provided in Regulation S-K promulgated by the SEC under the
      Securities Act of 1933 or (ii) for which breach, termination,
      cancellation, nonperformance or failure to renew could reasonably be
      expected to have a Material Adverse Effect.

            Maximum Rate - the maximum non-usurious rate of interest permitted
      by Applicable Law that at any time, or from time to time, may be
      contracted for, taken, reserved, charged or received on the Debt in
      question or, to the extent that at any time Applicable Law may thereafter
      permit a higher maximum non-usurious rate of interest, then such higher
      rate. Notwithstanding any other provision hereof, the Maximum Rate shall
      be calculated on a daily basis (computed on the actual number of days
      elapsed over a year of 365 or 366 days, as the case may be).

            Money Borrowed - as applied to any Obligor, without duplication, (i)
      Debt arising from the lending of money by any other Person to such
      Obligor; (ii) Debt, whether or not in any such case arising from the
      lending of money by another Person to such Obligor, (A) which is
      represented by notes payable or drafts accepted that evidence extensions
      of credit, (B) which constitutes obligations evidenced by bonds,
      debentures, notes or similar instruments, or (C) upon which interest
      charges are customarily paid (other than accounts payable) or that was
      issued or assumed as full or partial payment for Property; (iii) Debt that
      constitutes a Capitalized Lease Obligation; (iv) reimbursement obligations
      with respect to letters of credit or guaranties of letters of credit; and
      (v) Debt of such Obligor under any guaranty of obligations that would
      constitute Debt for Money Borrowed under clauses (i) through (iii) hereof,
      if owed directly by such Obligor.

            Moody's - Moody's Investors Services, Inc.

            Mortgages - the mortgages, deeds of trust and/or deeds to secure
      debt to be executed by a Borrower in favor of Agent and pursuant to which
      such Borrower shall grant and convey to Agent, for the benefit of Secured
      Parties, Liens upon the Real Estate of such Borrower as security for the
      payment of the Obligations.

            Multiemployer Plan - has the meaning set forth in Section 4001(a)(3)
      of ERISA.

            Net Capital Expenditures - for any period, the sum of all Capital
      Expenditures made during such period less the amount of net cash proceeds
      received by Borrowers or their Subsidiaries from sales of Equipment made
      during such period in accordance with the terms of this Agreement, all
      calculated for Borrowers and their Subsidiaries on a Consolidated basis.

            Net Disposition Proceeds - with respect to a Permitted Asset
      Disposition, proceeds (including cash receivable (when received) by way of
      deferred payment) received by an Obligor in cash from such Asset
      Disposition, net of: (i) the reasonable and customary costs and expenses
      actually incurred in connection with such Asset Disposition (including
      legal fees and sales commissions); (ii) amounts applied to repayment of
      Debt (other than the Obligations) secured by a Permitted Lien on such
      Collateral disposed of that is senior in priority to Agent's Liens; (iii)
      transfer or similar taxes; and (iv) reserves for escrows and indemnities,
      until such reserves are no longer required and such reserves or escrows
      are released to an Obligor.

            Net Orderly Liquidation Value - on any date of determination and
      with respect to any Eligible Fixed Assets, the value of such Eligible
      Fixed Assets expected to be realized at an orderly, negotiated sale of
      such Eligible Fixed Assets that is held within a reasonable period of

                                      -24-


      time, as such value is determined by Agent from the most recent Net
      Orderly Liquidation Value Appraisal received by Agent on or before such
      date.

            Net Orderly Liquidation Value Appraisal - an appraisal of the
      orderly liquidation value of Equipment performed by an appraiser
      satisfactory to Agent, which may be a desktop appraisal performed by an
      employee or agent of Agent, which appraisal shall include, as a factor in
      the determination of orderly liquidation value, all costs and expenses
      projected to be incurred in the conduct of any liquidation of all or any
      portion of the Equipment.

            Notes - each Revolver Note and any other promissory note executed by
      Borrowers at Agent's request to evidence any of the Obligations.

            Notice of Borrowing - as defined in SECTION 4.1.1(i) of this
      Agreement.

            Notice of Conversion/Continuation - as defined in SECTION 3.1.2(ii)
      of this Agreement.

            Obligations - in each case, whether now in existence or hereafter
      arising, (i) the principal of, and interest and premium, if any, on, the
      Loans; (ii) all LC Obligations of any Obligor to Agent or Issuing Bank
      arising in connection with the issuance of any Letter of Credit; (iii) all
      Indemnified Amounts; (iv) all Extraordinary Expenses; and (v) all other
      Debts, covenants, duties and obligations (including Contingent
      Obligations) now or at any time or times hereafter owing by any Obligor to
      Agent or any Lender under or pursuant to this Agreement or any of the
      other Loan Documents, or owing by any Obligor to Agent or any Lender (or
      any Affiliate of any Lender) with respect to Banking Relationship Debt, in
      each case, whether evidenced by any note or other writing, whether arising
      from any extension of credit, opening of a letter of credit, acceptance,
      loan, guaranty, indemnification or otherwise and whether direct or
      indirect, absolute or contingent, due or to become due, primary or
      secondary, or joint or several, including all interest, charges, expenses,
      fees or other sums chargeable to any or all Obligors under this Agreement
      or under any of the other Loan Documents.

            Obligor - each Borrower and each Guarantor, and any other Person
      that is at any time liable for the payment of the whole or any part of the
      Obligations or that has granted in favor of Agent a Lien upon any of such
      Person's assets to secure payment of any of the Obligations.

            Ordinary Course of Business - with respect to any transaction
      involving any Person, the ordinary course of such Person's business, as
      conducted by such Person in accordance with past practices and undertaken
      by such Person in good faith and not for the purpose of evading any
      covenant or restriction in any Loan Document.

            Organic Documents - with respect to any Person, its charter,
      certificate or articles of incorporation, bylaws, articles of
      organization, limited liability agreement, operating agreement, members
      agreement, shareholders agreement, partnership agreement, certificate of
      partnership, certificate of formation, voting trust, or similar agreement
      or instrument governing the formation or operation of such Person.

            OSHA - the Occupational Safety and Hazard Act of 1970.

            Other Agreements - the Notes, the Fee Letter, each Lien Waiver, each
      Letter of Credit and any and all other agreements, instruments and
      documents (other than this Agreement and the Security Documents),
      heretofore, now or hereafter executed by any Obligor, any other Obligor or
      any other Person and delivered to Agent or any Lender, or otherwise
      executed by Agent or any

                                      -25-


      Lender in favor of any Person on behalf or for the account of an Obligor,
      in each case in respect of the transactions contemplated by this Agreement
      or other Loan Documents.

            Out-of-Formula Condition - as defined in SECTION 2.1.2 of this
      Agreement.

            Out-of-Formula Loan - a Revolver Loan made or existing when an
      Out-of-Formula Condition exists or the amount of any Revolver Loan which,
      when funded, results in an Out-of-Formula Condition.

            Participant - as defined in SECTION 14.2.1.

            Participating Lender - as defined in SECTION 2.3.2(i).

            Payment Account - an account maintained by Agent to which all monies
      from time to time deposited to a Dominion Account shall be transferred and
      all other payments shall be sent in immediately available federal funds.

            Payment Intangible - shall have the meaning given to the term
      "payment intangible" in the UCC.

            Payment Items - all checks, drafts, or other items of payment
      payable to an Obligor, including those evidencing or constituting proceeds
      of any of the Collateral.

            PBA - the Pension Benefits Act of Ontario or any other Canadian
      federal or provincial statute in relation to Plans and all regulations
      thereunder as amended from time to time, and any successor legislation.

            Pending Revolver Loans - at any date, the aggregate principal amount
      of all Revolver Loans which have been requested in any Notice of Borrowing
      received by Agent but which have not theretofore been advanced by Agent or
      Lenders.

            Permitted Acquisition - an Acquisition by an Obligor or any
      Subsidiary of an Obligor in which each of the following conditions is
      satisfied:

                  (a) no Default or Event of Default exists before or
            immediately after giving effect thereto;

                  (b) the Acquisition is of (i) Equity Interests of any other
            Person organized under the laws of the United States of America or
            any state thereof sufficient to give such Obligor or Subsidiary
            control of such other Person or (ii) all or substantially all of the
            assets of a Business Unit located in the United States or Canada,
            and such Person or Business Unit shall be engaged in a business that
            is substantially similar, related or incidental to the business
            conducted by Obligors;

                  (c) the cash portion of the Purchase Price of such Acquisition
            does not exceed $30,000,000;

                  (d) the Liquidity Amount after giving effect to any such
            Acquisition shall be at least $30,000,000;

                                      -26-


                  (e) MasTec or the applicable Obligor has made available to
            Agent, not later than 14 days prior to the proposed date of such
            Acquisition, the results of any investigation of the target
            performed by or on behalf of such Obligor or its Subsidiaries,
            environmental assessment reports if any real property is to be
            acquired, copies of the Acquisition documents, and historical
            financial statements of the target since inception but no longer
            than the 3 previous years;

                  (f) Agent shall have received evidence satisfactory to it that
            no Default of Event of Default has occurred and is continuing or
            would exist after giving effect to such transaction and of the
            Obligors' continued compliance with the provisions of this Agreement
            and the other Loan Documents, including the provisions of SECTIONS
            10.1.14, 10.2.22, and, on a pro forma basis after giving effect to
            such Acquisition Borrowers shall have a Fixed Charge Coverage Ratio
            of not less than 1.20 to 1.0 for the 12 calendar month period ending
            on the date of the Acquisition;

                  (g) to the extent financed with Debt other than Loans, such
            Debt shall be Subordinated Debt payable to the seller,

                  (h) such Acquisition shall not be "hostile" or contested;

                  (i) Agent shall have received evidence satisfactory to it
            demonstrating on a pro forma basis that Adjusted EBITDA (calculated
            by MasTec and approved by Agent as described below in this
            definition) of the target for the period of 12 consecutive calendar
            months ended nearest to the date of determination, is at least equal
            to the sum of interest expense and scheduled principal payments on
            any Debt incurred in connection with payment of the Purchase Price
            (including Loans);

                  (j) as requested by Agent or the Required Lenders, any new
            Subsidiary shall have executed and delivered a Subsidiary Guaranty
            and a Subsidiary Security Agreement, or, at Agent's election, a
            Joinder Agreement, and in either case shall have delivered or caused
            to be delivered as to such Subsidiary the items referred to in
            SECTIONS 11.1.4, 11.1.5 and 11.1.7 and an opinion of counsel for
            such Subsidiary as to such matters in connection with the
            transactions contemplated by the Subsidiary Guaranty and Subsidiary
            Security Agreement or Joinder Agreement as Agent may reasonably
            request; and

                  (k) financial statements shall have been delivered to Agent
            and the Lenders for the most recently completed Fiscal Quarter in
            compliance with the provisions of SECTION 10.1.3.

            A determination made for purposes of this definition on a pro forma
            basis shall be based upon Borrowers' actual results of operations
            and the actual results of operations of the target for the same
            period of 12 months ended prior to the date of determination, as if
            such Acquisition had occurred (and any related Debt had been
            incurred) on the first day of such 12-month period, as adjusted with
            the approval of Agent to reflect verifiable, adequately documented
            severance payments and reductions in officer and employee
            compensation, insurance expenses, interest expense and rental
            expense that will be realized effective upon completion of such
            Acquisition.

            Notwithstanding any provision of this Agreement to the contrary, in
            connection with any merger (or other distribution of the assets) of
            a Subsidiary that is not an Obligor with and into (or to) an
            Obligor, or any Acquisition by an Obligor, whether by purchase of
            stock,

                                      -27-


            merger, or purchase of assets, and whether in a single transaction
            or series of related transactions, Agent shall have the right to
            determine in its reasonable credit judgment whether any Accounts or
            Equipment so acquired shall be included in the Borrowing Base
            (subject to the other applicable provisions of this Agreement). In
            connection with such determination, Agent may obtain, at Borrowers'
            expense, such appraisals, commercial finance exams and other
            assessments of such Accounts and related Inventory, Equipment and
            Real Estate as Agent may deem desirable.

            Permitted Asset Disposition - an Asset Disposition that (i) consists
      of the sale of Inventory of an Obligor in the Ordinary Course of Business;
      (ii) is a disposition of Equipment permitted by SECTION 8.4.2(ii); (iii)
      is a transfer of Property to a Borrower by another Obligor or a
      Subsidiary; (iv) is an Asset Disposition for cash (the Net Disposition
      Proceeds from which are promptly remitted to Agent for application as
      provided in SECTION 5.2.3), no Event of Default exists at the time of or
      after giving effect to the disposition, the purchaser or other transferee
      is not an Affiliate of the Obligor effectuating such Asset Disposition,
      and the Property that is the subject of the Asset Disposition consists
      solely of (a) Equipment which, when aggregated with all other Equipment
      disposed of during any Fiscal Year, has a fair market value or book value,
      whichever is more, that does not exceed $10,000,000; or (b) real Property
      and the aggregate Net Disposition Proceeds from all Asset Dispositions
      pursuant to this clause (iv)(b) does not exceed $2,500,000 in any Fiscal
      Year or $5,000,000 from and after the Closing Date; or (c) other Property
      and the aggregate Net Disposition Proceeds from all Asset Dispositions
      pursuant to this clause (iv)(c) does not exceed $5,000,000 from and after
      the Closing Date; (v) consists solely of a termination of a lease of real
      or personal Property that is not necessary to the conduct of an Obligor's
      business in the ordinary course, could not reasonably be expected to have
      a Material Adverse Effect and does not result from an Obligor's default or
      failure to perform under such lease; (vi) consists of a deposit to secure
      an obligation to the extent such deposit is permitted under SECTION
      10.2.5; or (vii) is any other Asset Disposition that has been consented to
      in writing by Agent and the Required Lenders.

            Permitted Contingent Obligations - Contingent Obligations arising
      from endorsements of Payment Items for collection or deposit in the
      Ordinary Course of Business; Contingent Obligations arising from Hedging
      Agreements entered into in the Ordinary Course of Business pursuant to
      this Agreement or with Agent's prior written consent; Contingent
      Obligations of any Borrower and its Subsidiaries existing as of the
      Closing Date, including extensions and renewals thereof that do not
      increase the amount of such Contingent Obligations as of the date of such
      extension or renewal; Contingent Obligations incurred in the Ordinary
      Course of Business with respect to surety bonds, appeal bonds, performance
      bonds and other similar obligations; Contingent Obligations arising under
      indemnity agreements to title insurers to cause such title insurers to
      issue to Agent title insurance policies; Contingent Obligations with
      respect to customary indemnification obligations in favor of purchasers in
      connection with dispositions of Equipment permitted under SECTION 8.4.2 of
      this Agreement; Contingent Obligations consisting of reimbursement
      obligations from time to time owing by any Borrower to an Issuing Bank
      with respect to Letters of Credit (but in no event to include
      reimbursement obligations at any time owing by a Borrower to any other
      Person that may issue letters of credit for the account of Borrowers); and
      other Contingent Obligations not to exceed $1,000,000 in the aggregate at
      any time.

            Permitted Distribution - any Distribution by MasTec so long as: (a)
      no Default or Event of Default exists before or after giving effect to
      such Distribution (including any Loans made hereunder to finance such
      Distribution); (b) MasTec is Solvent before and after giving effect to
      such Distribution (including any Loans made hereunder to finance such
      Distribution); (c) such

                                      -28-


      Distribution does not contravene MasTec's Organic Documents or violate, or
      cause MasTec to be in breach of or default under, (i) any provision of any
      Applicable Law, order, writ, judgment, injunction, decree, determination
      or award in effect having applicability to MasTec, or (ii) any indenture
      or loan or credit agreement or any other agreement, lease or instrument to
      which MasTec or any of its Subsidiaries is a party or by which it or its
      Properties may be bound or affected, including the Indenture; (d) after
      giving effect to such Distribution (including any Loans made hereunder to
      finance such Distribution), Availability is greater than $25,000,000; and
      (e) on the date of such Distribution, a Senior Officer delivers to Agent a
      certificate as to each of the foregoing conditions and containing such pro
      forma balance sheets and other financial statements as Agent may
      reasonably require in order to confirm that MasTec is Solvent before and
      after giving effect to such Distribution (including any Loans made
      hereunder to finance such Distribution).

            Permitted Lien - a Lien of a kind specified in SECTION 10.2.5 of
      this Agreement.

            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 $10,000,000 and the incurrence of
      such Purchase Money Debt does not violate any limitation in the Loan
      Documents regarding Capital Expenditures. 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.

            Person - an individual, partnership, corporation, limited liability
      company, limited liability partnership, joint stock company, land trust,
      business trust, or unincorporated organization, or a Governmental
      Authority.

            Plan - an employee pension benefit plan that is covered by Title IV
      of ERISA, the PBA or other applicable law of any jurisdiction or subject
      to the minimum funding standards under Section 412 of the Internal Revenue
      Code and that is either (i) maintained by any Obligor for employees or
      (ii) maintained pursuant to a collective bargaining agreement or any other
      arrangement under which more than one employer makes contributions and to
      which such Obligor is then making or accruing an obligation to make
      contributions or has within the preceding 5 years made or accrued such
      contributions.

            Pledge Agreement - each Pledge Agreement pursuant to which an
      Obligor pledges to Agent as collateral for the Obligations, shares of
      capital stock or other equity interests in any Subsidiary.

            PPSA - collectively, the Personal Property Security Act of the
      Province of Ontario and any similar or equivalent Canadian (federal or
      provincial) legislation which is required as a result thereof to be
      applied in connection with the creation, validity, perfection or
      enforcement of security interests or hypothecs, including the Civil Code
      of Quebec, as in effect in any applicable jurisdiction, and all
      regulations thereunder, as amended from time to time, and any successor
      legislation.

            Pro Rata - for any Lender on any date, a percentage (expressed as a
      decimal, rounded to the ninth decimal place) arrived at by dividing the
      amount of the total Commitments of such Lender on such date by the
      aggregate amount of the Commitments of all Lenders on such date
      (regardless of whether or not any of such Commitments have been terminated
      on or before such date).

                                      -29-


            Projections - (i) prior to the Closing Date and thereafter until
      Agent and Lenders receive new projections pursuant to SECTION 10.1.5
      hereof, the projections of Borrowers' financial condition, results of
      operations, cash flow and projected Availability, prepared on a monthly
      basis for the Fiscal Year ending December 31, 2005, and on an annual basis
      for the Fiscal Years ending 2006, 2007, 2008, 2009 and 2010; and (ii)
      thereafter, the projections most recently received by Agent and Lenders
      pursuant to and as required by SECTION 10.1.5 hereof.

            Properly Contested - in the case of any Debt of an Obligor
      (including any Taxes) that is not paid as and when due or payable by
      reason of such Obligor's bona fide dispute concerning its liability to pay
      same or concerning the amount thereof, (i) such Debt is being properly
      contested in good faith by appropriate proceedings promptly instituted and
      diligently conducted; (ii) such Obligor has established appropriate
      reserves as shall be required in conformity with GAAP; (iii) the
      non-payment of such Debt will not have a Material Adverse Effect and will
      not result in a forfeiture or sale of any assets of such Obligor; (iv) no
      Lien is imposed upon any of such Obligor's assets with respect to such
      Debt unless such Lien is at all times junior and subordinate in priority
      to the Liens in favor of Agent (except only with respect to property taxes
      that have priority as a matter of Applicable Law) and enforcement of such
      Lien is stayed during the period prior to the final resolution or
      disposition of such dispute; (v) if the Debt results from, or is
      determined by the entry, rendition or issuance against an Obligor or any
      of its assets of a judgment, writ, order or decree, enforcement of such
      judgment, writ, order or decree is stayed pending a timely appeal or other
      judicial review; and (vi) if such contest is abandoned, settled or
      determined adversely (in whole or in part) to such Obligor, such Obligor
      forthwith pays such Debt and all penalties, interest and other amounts due
      in connection therewith.

            Property - any interest in any kind of property or asset, whether
      real, personal or mixed and whether tangible or intangible.

            Protective Advances - as defined in SECTION 2.1.5 of this Agreement.

            Purchase Money Debt - means and includes (i) Debt (other than the
      Obligations) for the payment of all or any part of the purchase price of
      any fixed assets, (ii) any Debt (other than the Obligations) incurred at
      the time of or within 10 days prior to or after the acquisition of any
      fixed assets for the purpose of financing all or any part of the purchase
      price thereof, and (iii) any renewals, extensions or refinancings (but not
      any increases in the principal amounts) thereof outstanding at the time.

            Purchase Money Lien - a Lien upon fixed assets which secures
      Purchase Money Debt, but only if such Lien shall at all times be confined
      solely to the fixed assets acquired through the incurrence of the Purchase
      Money Debt secured by such Lien and such Lien constitutes a purchase money
      security interest under the UCC or the PPSA, as applicable.

            Purchase Price - for purposes of the definition of "Permitted
      Acquisition" means an amount equal to the total consideration paid for
      such Acquisition, including all cash payments (whether classified as
      purchase price, noncompete payments, consulting payments, "earn out" or
      otherwise and without regard to whether such amount is paid in whole or in
      part at the closing of the Acquisition or over time thereafter, but
      excluding any finance charges attributable to deferred payments, any
      salary or other employment compensation paid to a seller for the purpose
      of retaining such seller's services as an active employee of a Borrower or
      a Subsidiary and, upon Agent's determination to such effect, any "earn
      out" based upon achievement of a material improvement in financial
      performance of the target), the remaining principal amount of all Debt of
      the Acquisition target and of any Subordinated Debt owing to the seller,
      and the value (as

                                      -30-


      determined by the board of directors of MasTec, including pursuant to the
      applicable purchase agreement between the relevant Obligor or Subsidiary
      of an Obligor and the seller, in the case of any property, the fair value
      of which is not readily ascertainable) of all other property, other than
      capital stock or options to acquire such capital stock of MasTec,
      transferred by MasTec to the seller.

            RCRA - the Resource Conservation and Recovery Act (42 U.S.C.
      Sections 6991-6991i) and all rules and regulations promulgated pursuant
      thereto.

            Real Estate - all right, title and interest of a Borrower (whether
      as owner, lessor or lessee) at any time or times held by such Borrower in
      any real Property or any buildings, structures, parking areas or other
      improvements thereon, including the real Property and improvements thereon
      owned by a Borrower and located at 2801 SW 46th Avenue, Davie, Florida,
      SR540 Lakeland, Florida, 4250 North Powerline Road, Pompano, 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.

            Refinancing Conditions - the following conditions, each of which
      must be satisfied before Refinancing Debt shall be permitted under SECTION
      10.2.3 of this Agreement: (i) the Refinancing Debt is in an aggregate
      principal amount that does not exceed the aggregate principal amount of
      the Debt being extended, renewed or refinanced, (ii) the Refinancing Debt
      has a later or equal final maturity and a longer or equal weighted average
      life than the Debt being extended, renewed or refinanced, (iii) the
      Refinancing Debt does not bear a rate of interest that exceeds a market
      rate (as determined in good faith by a Senior Officer) as of the date of
      such extension, renewal or refinancing, (iv) if the Debt being extended,
      renewed or refinanced is subordinate to the Obligations, the Refinancing
      Debt is subordinated to the same extent, (v) the covenants contained in
      any instrument or agreement relating to the Refinancing Debt are no less
      favorable to Obligors than those relating to the Debt being extended,
      renewed or refinanced, and (vi) at the time of and after giving effect to
      such extension, renewal or refinancing, no Default or Event of Default
      shall exist.

            Refinancing Debt - Debt for Money Borrowed that is permitted by
      SECTION 10.2.3 and that is the subject or the result of an extension,
      renewal or refinancing.

            Regulation D - Regulation D of the Board of Governors.

            Register - the register maintained by Agent in accordance with
      SECTION 5.8.2 of this Agreement.

            Reimbursement Date - as defined in Section 2.3.1(iii) of this
      Agreement.

            Rent Reserve - on any date, the aggregate of (i) all past due rent,
      fees or other charges owing on such date by any Obligor to any landlord of
      any premises where any of the Collateral is located or to any processor,
      repairman, mechanic or other Person who is in possession of any Collateral
      or has asserted any Lien or claim thereto, and (ii) a reserve equal to 3
      months rent or other charges with respect to any Collateral in the
      possession of, or at a location owned or operated by, a Person other than
      an Obligor if such Person has not duly executed and delivered to Agent a
      Lien Waiver satisfactory to Agent.

            Rentals - as defined in SECTION 10.2.13 of this Agreement.

                                      -31-


            Reportable Event - any of the events set forth in Section 4043(b) of
      ERISA or any similar provision of the PBA, including, with respect to a
      Canadian Obligor, any other event or condition which might constitute
      grounds for the termination of, winding up or partial termination or
      winding up or the appointment of trustee to administer any Plan.

            Required Lenders - at any date of determination thereof, Lenders
      having Commitments representing more than 50% of the aggregate Commitments
      at such time and comprising not fewer than 3 Lenders (and in any event
      including BofA); provided, however, that if any Lender shall be in breach
      of any of its obligations hereunder to Borrowers or Agent, including any
      breach resulting from its failure to honor its Commitment in accordance
      with the terms of this Agreement, then, for so long as such breach
      continues, the term "Required Lenders" shall mean Lenders (excluding each
      Lender that is in breach of its obligations under this Agreement) having
      Commitments representing more than 50% of the aggregate Commitments
      (excluding the Commitments of each Lender that is in breach of its
      obligations under this Agreement) at such time and comprising not fewer
      than 2 Lenders (and in any event including BofA); provided further,
      however, that if all of the Commitments have been terminated, the term
      "Required Lenders" shall mean Lenders (excluding each Lender that is in
      breach of its obligations under this Agreement) holding Loans (including
      Swingline Loans) representing more than 50% of the aggregate principal
      amount of Loans (including Swingline Loans) outstanding at such time and
      comprising not fewer than 3 Lenders (and in any event including BofA).

            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 Subsidiary 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; and (ix) any other Investment that does not result in an
      Acquisition, so long as (a) no Default or Event of Default exists before
      or after giving effect to such Investment, (b) after giving effect to such
      Investment, Availability is greater than $25,000,000, and (c) the
      aggregate amount of Investments under this clause (ix) does not exceed
      $10,000,000.

            Restrictive Agreement - an agreement (other than any of the Loan
      Documents) that, if and for so long as an Obligor or any Subsidiary of
      such Obligor is a party thereto, would prohibit, condition or restrict
      such Obligor's or Subsidiary's right to incur or repay Debt for Money
      Borrowed (including any of the Obligations); grant Liens upon any of such
      Obligor's or Subsidiary's assets (including Liens granted in favor of
      Agent pursuant to the Loan Documents); declare or make Distributions;
      amend, modify, extend or renew any agreement evidencing Debt for Money
      Borrowed (including any of the Loan Documents); or repay any Debt owed to
      another Obligor.

                                      -32-


            Revolver Commitment - at any date for any Lender, the obligation of
      such Lender to make Revolver Loans and to purchase participations in LC
      Obligations pursuant to the terms and conditions of this Agreement, which
      shall not exceed the principal amount set forth opposite such Lender's
      name under the heading "Revolver Commitment" on the signature pages of
      this Agreement or as described in the Assignment and Acceptance by which
      it became a Lender, as modified from time to time pursuant to the terms of
      this Agreement or to give effect to any applicable Assignment and
      Acceptance; and "Revolver Commitments" means the aggregate principal
      amount of the Revolver Commitments of all Lenders, the maximum amount of
      which on any date shall be $150,000,000, as reduced from time to time
      pursuant to SECTION 2.2.

            Revolver Loan - a loan made by Lenders as provided in SECTION 2.1 of
      this Agreement (including any Out-of-Formula Loan) or a Swingline Loan
      funded solely by BofA or a Protective Advance.

            Revolver Note - a Revolver Note to be executed by Borrowers in favor
      of each Lender in the form of EXHIBIT A attached hereto, which shall be in
      the face amount of such Lender's Revolver Commitment and which shall
      evidence all Revolver Loans (other than Swingline Loans) made by such
      Lender to Borrowers pursuant to this Agreement.

            Royalties - with respect to a License Agreement, all royalties,
      fees, expense reimbursement and other amounts at any time owing by an
      Obligor under such License Agreement.

            S&P - Standard & Poor's Ratings Group, a division of McGraw-Hill,
      Inc.

            Schedule of Accounts - as defined in SECTION 8.2.1 of this
      Agreement.

            SEC - Securities and Exchange Commission.

            Secured Parties - Agent, Issuing Bank, Lenders (including BofA as
      the provider of Swingline Loans) and BofA (and any Affiliate of BofA) as
      the provider of any Bank Products.

            Security Documents - each Mortgage, each Guaranty, each Pledge
      Agreement, the Canadian Security Agreement, the Trademark Security
      Agreement, the Control Agreements, the Business Interruption Insurance
      Assignment and all other instruments and agreements now or at any time
      hereafter securing the whole or any part of the Obligations.

            Senior 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) in
      respect of 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, but
      excluding Subordinated Debt.

            Senior Officer - the chairman of the board of directors, the
      president, the chief financial officer, the corporate controller, the
      treasurer or the cash manager of, or in-house legal counsel to, a
      Borrower.

            Settlement Date - as defined in SECTION 4.1.3(i) of this Agreement.

                                      -33-


            Settlement Report - a report delivered by Agent to Lenders
      summarizing the amount of the outstanding Revolver Loans as of the
      Settlement Date and the calculation of the Borrowing Base as of such
      Settlement Date.

            Software - shall have the meaning given to the term "software" in
      the UCC.

            Solvent - as to any Person, such Person (i) owns Property whose fair
      salable value is greater than the amount required to pay all of such
      Person's debts (including contingent, subordinated, unmatured and
      unliquidated liabilities), (ii) owns Property whose present fair salable
      value (as defined below) is greater than the probable total liabilities
      (including contingent, subordinated, unmatured and unliquidated
      liabilities), of such Person as they become absolute and matured, (iii) is
      able to pay all of its debts as such debts mature, (iv) has capital that
      is not unreasonably small for its business and is sufficient to carry on
      its business and transactions and all business and transactions in which
      it is about to engage, (v) is not "insolvent" within the meaning of
      Section 101(32) of the Bankruptcy Code and the requisite section of the
      Bankruptcy and Insolvency Act (Canada), and (vi) has not incurred (by way
      of assumption or otherwise) any obligations or liabilities (contingent or
      otherwise) under any of the Loan Documents, or made any conveyance
      pursuant to or in connection therewith, with actual intent to hinder,
      delay or defraud either present or future creditors of such Person or any
      of its Subsidiaries. As used herein, the term "fair salable value" of a
      Person's assets means the amount that may be realized within a reasonable
      time, either through collection or sale of such assets at the regular
      market value, based upon the amount that could be obtained for such assets
      within such period by a capable and diligent seller from an interested
      buyer who is willing (but is under no compulsion) to purchase under
      ordinary selling conditions.

            Statutory Reserves - on any date, the percentage (expressed as a
      decimal) established by the Board of Governors which is the then stated
      maximum rate for all reserves (including all basic, emergency,
      supplemental or other marginal reserve requirements and taking into
      account any transitional adjustments or other scheduled in reserve
      requirements) applicable to any member bank of the Federal Reserve System
      in respect to Eurocurrency Liabilities (or any successor category of
      liabilities under Regulation D). Such reserve percentage shall include
      those imposed pursuant to said Regulation D. The Statutory Reserve shall
      be adjusted automatically on and as of the effective date of any change in
      such percentage.

            Subordinated Debt - unsecured Debt incurred by an Obligor that is
      expressly subordinated and made junior to the Full Payment of the
      Obligations and contains terms and conditions (including terms relating to
      interest, fees, repayment and subordination) satisfactory to Agent.

            Subordinated Notes - MasTec's 7-3/4% Senior Subordinated Notes due
      2008 in the original principal amount of $200,000,000, issued pursuant to
      the Indenture, including any "Exchange Notes" issued (and as defined)
      thereunder.

            Subsidiary - any Person in which more than 50% of its outstanding
      Voting Securities or more than 50% of all Equity Interests is owned
      directly or indirectly by a Borrower, by one or more other Subsidiaries of
      such Borrower or by a Borrower and one or more other Subsidiaries.

            Subsidiary Guarantor - any Subsidiary of MasTec that is not a
      Borrower and that has, at Agent's request or with its consent, executed
      and delivered the Subsidiary Guaranty or a joinder agreement in respect
      thereof and a Subsidiary Security Agreement.

                                      -34-


            Subsidiary Guaranty - a Guaranty of the Obligations substantially in
      the form of EXHIBIT K attached hereto or as otherwise acceptable to Agent
      and MasTec.

            Subsidiary Security Agreement - one or more agreements substantially
      in the form of EXHIBIT L attached hereto or otherwise in form and
      substance satisfactory to Agent in its reasonable judgment, sufficient to
      create in favor of Agent a Lien on all of the assets of any Subsidiary
      Guarantor and proceeds thereof.

            Supporting Obligation - shall have the meaning given to the term
      "supporting obligation" in the UCC.

            Swingline Loan - as defined in SECTION 4.1.3(ii) of this Agreement.

            Taxes - any present or future taxes, levies, imposts, duties, fees,
      assessments, deductions, withholdings or other charges of whatever nature,
      including income, receipts, excise, property, sales, use, transfer,
      license, payroll, withholding, social security and franchise taxes now or
      hereafter imposed or levied by the United States or any other Governmental
      Authority and all interest, penalties, additions to tax and similar
      liabilities with respect thereto, but excluding, in the case of each
      Lender, taxes imposed on or measured by the net income or overall gross
      receipts of such Lender.

            Term - as defined in SECTION 6.1 of this Agreement.

            Trademark Security Agreement - the Trademark Security Agreement to
      be executed by Obligors in favor of Agent on or before the Closing Date
      and by which Obligors shall grant to Agent, for the benefit of Secured
      Parties, as security for the Obligations, a security interest in all of
      Obligors' right, title and interest in and to all of their trademarks.

            Transferee - as defined in SECTION 14.3.3 of this Agreement.

            Trigger Event - as defined in SECTION 8.2.5(ii) of this Agreement.

            Type - any type of a Loan determined with respect to the interest
      option applicable thereto, which shall be either a LIBOR Loan or a Base
      Rate Loan.

            UCC - the Uniform Commercial Code (or any successor statute) as
      adopted and in force in the State of Georgia or, when the laws of any
      other state govern the method or manner of the perfection or enforcement
      of any security interest in any of the Collateral, the Uniform Commercial
      Code (or any successor statute) of such state.

            Undrawn Amount - on any date and with respect to a particular Letter
      of Credit, the total amount then available to be drawn under such Letter
      of Credit in Dollars.

            Upstream Payment - a payment or distribution of cash or other
      Property by a Subsidiary of a Borrower to such Borrower, whether in
      repayment of Debt owed by such Subsidiary to such Borrower, as a dividend
      or distribution on account of such Borrower's ownership of Equity
      Interests or otherwise.

            USA Patriot Act - the Uniting and Strengthening America by Providing
      Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
      2001, Pub. L. No. 107-56, 115 Stat. 272 (2001).

                                      -35-


            [***] - [***] and its Affiliates and Subsidiaries

            [***] Concentration Percentage - [***]

            Voting Securities - Equity Interests of any class or classes of a
      corporation or other entity the holders of which are ordinarily, in the
      absence of contingencies, entitled to elect a majority of the corporate
      directors or Persons performing similar functions.

      1.2. ACCOUNTING TERMS. Unless otherwise specified herein, all terms of an
accounting character used in this Agreement shall be interpreted, all accounting
determinations under this Agreement shall be made, and all financial statements
required to be delivered under this Agreement shall be prepared in accordance
with GAAP, applied on a basis consistent with the most recent audited
Consolidated financial statements of Borrowers and their Subsidiaries heretofore
delivered to Agent and Lenders and using the same method for inventory valuation
as used in such audited financial statements, except for any change required by
GAAP.

      1.3. OTHER TERMS. All other terms contained in this Agreement shall have,
when the context so indicates, the meanings provided for by the UCC to the
extent the same are used or defined therein.

      1.4. CERTAIN MATTERS OF CONSTRUCTION. The terms "herein," "hereof" and
"hereunder" and other words of similar import refer to this Agreement as a whole
and not to any particular section, paragraph or subdivision. Any pronoun used
shall be deemed to cover all genders. In the computation of periods of time from
a specified date to a later specified date, the word "from" means "from and
including" and the words "to" and "until" each means "to but excluding." The
section titles, table of contents and list of exhibits appear as a matter of
convenience only and shall not affect the interpretation of this Agreement. All
references to statutes and related regulations shall include any amendments of
same and any successor statutes and regulations; to any agreement, instrument or
other documents (including any of the Loan Documents) shall include any and all
modifications and supplements thereto and any and all restatements, extensions
or renewals thereof to the extent such modifications, supplements, restatements,
extensions or renewals of any such documents are permitted by the terms thereof;
to any Person (including Agent, an Obligor, a Lender or BofA) shall mean and
include the successors and permitted assigns of such Person; to "including" and
"include" shall be understood to mean "including, without limitation" (and, for
purposes of each Loan Document, the parties agree that the rule of ejusdem
generis shall not be applicable to limit a general statement, which is followed
by or referable to an enumeration of specific matters to matters similar to the
matters specifically mentioned); or to the time of day shall mean the time of
day on the day in question in Atlanta, Georgia, unless otherwise expressly
provided in this Agreement. A Default or an Event of Default shall be deemed to
exist at all times during the period commencing on the date that such Default or
Event of Default occurs to the date on which such Default or Event of Default is
waived in writing by Agent acting with the consent of or at the direction of the
Lenders or the Required Lenders, as applicable pursuant to this Agreement or, in
the case of a Default, is cured within any period of cure expressly provided in
this Agreement; and an Event of Default shall "continue" or be "continuing"
until such Event of Default has been waived in writing by Agent acting with the
consent of or at the direction of the Lenders or the Required Lenders, as
applicable. All calculations of value shall be in Dollars, all Loans shall be
funded in Dollars and all Obligations shall be repaid in Dollars. Whenever the
phrase "to the best of Borrowers' knowledge" or words of similar import relating
to the knowledge or the awareness of a Borrower are used in this Agreement or
other Loan Documents, such phrase shall mean and refer to (i) the actual
knowledge of a Senior Officer of any Borrower or (ii) the knowledge that a
Senior Officer of a Borrower would have obtained if they had engaged in good
faith and diligent performance of his duties, including the making of such
reasonably specific inquiries as may be necessary of the employees or agents of
a Borrower and a good faith attempt to ascertain the existence or accuracy of
the matter to which such phrase relates. Any

                                      -36-


Lien referred to in this Agreement or any of the other Loan Documents as having
been created in favor of Agent, any agreement entered into by Agent pursuant to
this Agreement or any of the other Loan Documents, any payment made by or to, or
funds received by, Agent pursuant to or as contemplated by any of the Loan
Documents, or any other act taken or omitted to be taken by Agent shall, unless
otherwise expressly provided, be created, entered into, made or received, or
taken or omitted for the benefit or account of Agent and the Lenders.

SECTION 2. CREDIT FACILITIES

      Subject to the terms and conditions of, and in reliance upon the
representations and warranties made in, this Agreement and the other Loan
Documents, Lenders severally agree to the extent and in the manner hereinafter
set forth to make their respective shares of the Commitments available to
Borrowers in the aggregate amount up to $150,000,000, as set forth herein below:

      2.1. REVOLVER COMMITMENTS.

            2.1.1. Revolver Loans. Each Lender agrees, severally to the extent
of its Revolver Commitment and not jointly with the other Lenders, upon the
terms and subject to the conditions set forth herein, to make Revolver Loans to
Borrowers on any Business Day during the period from the Closing Date through
the Business Day before the last day of the Term, not to exceed in aggregate
principal amount outstanding at any time such Lender's Revolver Commitment at
such time, which Revolver Loans may be borrowed, prepaid, repaid and reborrowed
in accordance with the provisions of this Agreement; provided, however, that
Lenders shall have no obligation to Borrowers whatsoever to honor any request
for a Revolver Loan on or after the Commitment Termination Date or if at the
time of the proposed funding thereof the aggregate principal amount of all of
the Revolver Loans then outstanding and Pending Revolver Loans exceeds, or would
exceed after the funding of such Revolver Loans, the Borrowing Base. Each
Borrowing of Revolver Loans shall be funded by Lenders on a Pro Rata basis in
accordance with their respective Revolver Commitments (except for BofA with
respect to Swingline Loans). The Revolver Loans shall bear interest as set forth
in SECTION 3.1. hereof. Each Revolver Loan shall, at the option of Borrowers, be
made or continued as, or converted into, part of one or more Borrowings that,
unless specifically provided herein, shall consist entirely of Base Rate Loans
or LIBOR Loans.

            2.1.2. Out-of-Formula Loans. If the unpaid balance of Revolver Loans
outstanding at any time should exceed the Borrowing Base at such time (an
"Out-of-Formula Condition"), such Revolver Loans shall nevertheless constitute
Obligations that are secured by the Collateral and entitled to all of the
benefits of the Loan Documents. In the event that Lenders are willing in their
sole and absolute discretion to make Out-of-Formula Loans or are required to do
so by SECTION 13.9.4 hereof, such Out-of-Formula Loans shall be payable ON
DEMAND and shall bear interest as provided in SECTION 3.1.5 of this Agreement.
Notwithstanding the foregoing, the maximum amount of Out-of-Formula Loans
outstanding at any time, when added to the aggregate of Revolver Loans, LC
Obligations and Protective Advances outstanding at such time, shall not exceed
$150,000,000.

            2.1.3. Use of Proceeds. The proceeds of the Revolver Loans shall be
used by Borrowers solely for one or more of the following purposes: (i) to
satisfy the Debt owing on the Closing Date to the Existing Lenders under the
Existing Loan Agreement; (ii) to pay the fees and transaction expenses
associated with the closing of the transactions described herein; (iii) to pay
any of the Obligations in accordance with this Agreement; (iv) to finance the
ongoing working capital and other general corporate purposes of the Borrowers
and their Subsidiaries, and (v) to make expenditures for other lawful corporate
purposes of Borrowers to the extent such expenditures are not prohibited by this
Agreement or Applicable Law. In no event may any Revolver Loan proceeds be used
by any Borrower (x) to purchase or to carry, or to reduce, retire or refinance
any Debt incurred to purchase or

                                      -37-


carry, any Margin Stock or for any related purpose that violates the provisions
of Regulations T, U or X of the Board of Governors, (y) to fund any operations
or finance any investments or activities in, or to make payments to, a Blocked
Person, or (z) to defease or refinance the Subordinated Notes.

            2.1.4. Revolver Notes. The Revolver Loans made by each Lender and
interest accruing thereon shall be evidenced by the records of Agent and such
Lender and by the Revolver Note payable to such Lender (or the assignee of such
Lender), which shall be executed by Borrowers, completed in conformity with this
Agreement and delivered to such Lender. All outstanding principal amounts and
accrued interest under the Revolver Notes shall be due and payable as set forth
in SECTION 5.2 hereof.

            2.1.5. Protective Advances. Agent shall be authorized, in its sole
and absolute discretion, at any time or times that a Default or Event of Default
exists or any of the conditions precedent set forth in SECTION 11 hereof have
not been satisfied, to make Revolver Loans that are Base Rate Loans to Borrowers
in an aggregate amount outstanding at any time not to exceed $5,000,000, but
only to the extent that Agent, in the exercise of its business judgment, deems
the funding of such Loans (herein called "Protective Advances") to be necessary
or desirable (i) to preserve or protect the Collateral or any portion thereof,
(ii) to enhance the likelihood, or increase the amount, of repayment of the
Obligations or (iii) to pay any other amount chargeable to Borrowers pursuant to
the terms of this Agreement, including costs, fees and expenses, all of which
Protective Advances shall be deemed part of the Obligations and secured by the
Collateral and shall be treated for all purposes of this Agreement (including
SECTIONS 5.6.1 and 15.4) as advances for the repayment to Agent and Lenders of
Extraordinary Expenses; provided, however, that the Required Lenders may at any
time revoke Agent's authorization to make any such Protective Advances by
written notice to Agent, which shall become effective prospectively upon and
after Agent's actual receipt thereof. Absent such revocation, Agent's
determination that the making of a Protective Advance is required for any such
purposes shall be conclusive. Each Revolver Lender shall participate in each
Protective Advance in an amount equal to its Pro Rata share of the Revolver
Commitments. Notwithstanding the foregoing, the maximum amount of Protective
Advances outstanding at any time, when added to the aggregate of Revolver Loans,
LC Obligations and Out-of-Formula Loans outstanding at such time, shall not
exceed the total of the Revolver Commitments. Nothing in this SECTION 2.1.6
shall be construed to limit in any way the amount of Extraordinary Expenses that
may be incurred by Agent and that Borrowers shall be obligated to reimburse to
Agent as provided in the Loan Documents.

      2.2. VOLUNTARY REDUCTIONS OF REVOLVER COMMITMENTS. Borrowers shall have
the right to permanently reduce the amount of the Revolver Commitments, on a Pro
Rata basis for each Lender, at any time and from time to time upon written
notice to Agent of such reduction, which notice shall specify the amount of such
reduction, shall be irrevocable once given, shall be given at least 5 Business
Days prior to the end of a month and shall be effective only upon Agent's
receipt thereof. Agent shall promptly transmit such notice to each Lender. The
effective date of any voluntary reduction of the Revolver Commitments shall be
the first day of the month following the month in which such notice is timely
received by Agent. If on the effective date of any such reduction in the
Revolver Commitments and after giving effect thereto an Out-of-Formula Condition
exists, then the provisions of SECTION 5.2.1(iii) shall apply, except that such
repayment shall be due immediately upon such effective date without further
notice to or demand upon Borrowers. If the Commitments are reduced to zero, then
such reduction shall be deemed a termination of the Commitments by Borrowers
pursuant to SECTION 6.2.2. The Revolver Commitments, once reduced, may not be
reinstated without the written consent of all Lenders.

      2.3. LC FACILITY.

            2.3.1. Issuance of Letters of Credit. Subject to all of the terms
and conditions hereof, Issuing Bank agrees to establish the LC Facility pursuant
to which, during the period from the date hereof

                                      -38-


to (but excluding) the 30th day prior to the last day of the Term, Issuing Bank
shall issue one or more Letters of Credit on Borrower Agent's request therefor
from time to time, subject to the following terms and conditions:

                  (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, and (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.
      Any Letter of Credit issued on the Closing Date shall be for an amount in
      Dollars that is greater than $250,000.

                  (ii) Letters of Credit may be requested by a Borrower only if
      such Letters of Credit are to be used (a) to support obligations of such
      Borrower incurred in the Ordinary Course of Business of such Borrower, on
      a standby basis or (b) for such other purposes as Agent and Lenders may
      approve from time to time in writing.

                  (iii) Borrowers shall comply with all of the terms and
      conditions imposed on Borrowers by Issuing Bank that are contained in any
      LC Application or in any other agreement customarily or reasonably
      required by Issuing Bank in connection with the issuance of any Letter of
      Credit. If Issuing Bank shall honor any request for payment under a Letter
      of Credit, Borrowers shall pay to Issuing Bank, in Dollars on the first
      Business Day following the date on which payment was made by Issuing Bank
      (the "Reimbursement Date"), an amount equal to the amount paid by Issuing
      Bank under such Letter of Credit, together with interest from and after
      the Reimbursement Date until Full Payment is made by Borrowers at the
      Default Rate for Revolver Loans constituting Base Rate Loans. Until
      Issuing Bank has received payment from Borrowers in accordance with the
      foregoing provisions of this clause (iii), Issuing Bank, in addition to
      all of its other rights and remedies under this Agreement and any LC
      Application, shall be fully subrogated to the rights and remedies of each
      beneficiary under such Letter of Credit whose claims against Borrowers
      have been discharged with the proceeds of such Letter of Credit. Whether
      or not a Borrower submits any Notice of Borrowing to Agent, Borrowers
      shall be deemed to have requested from Lenders a Borrowing of Base Rate
      Loans in an amount necessary to pay to Issuing Bank all amounts due
      Issuing Bank on any Reimbursement Date and each Lender agrees to fund its
      Pro Rata share of such Borrowing whether or not any Default or Event of
      Default has occurred or exists, the Commitments have been terminated, the
      funding of the Borrowing would result in (or increase the amount of) any
      Out-of-Formula Condition, or any of the conditions set forth in SECTION 11
      hereof are not satisfied.

                  (iv) Borrowers assume all risks of the acts, omissions or
      misuses of any Letter of Credit by the beneficiary thereof. The obligation
      of Borrowers to reimburse Issuing Bank for any payment made by Issuing
      Bank under a Letter of Credit shall be absolute, unconditional,
      irrevocable and joint and several and shall be paid without regard to any
      lack of validity or enforceability of any Letter of Credit or the
      existence of any claim, setoff, defense or other right which Borrowers may
      have at any time against a beneficiary of any Letter of Credit. In
      connection with the issuance of any documentary Letter of Credit, none of
      Agent, Issuing Bank or any Lender shall be responsible for the existence,
      character, quality, quantity, condition, packing, value or delivery of any
      goods purported to be represented by any Documents; any differences or
      variation in the character, quality, quantity, condition, packing, value
      or delivery of

                                      -39-


      any goods from that expressed in the Documents; the validity, sufficiency
      or genuineness of any Documents or of any endorsements thereon, even if
      such Documents should in fact prove to be in any or all respects invalid,
      insufficient, fraudulent or forged; the time, place, manner or order in
      which shipment of goods is made; partial or incomplete shipment of, or
      failure or omission to ship, any or all of the goods referred to in a
      documentary Letter of Credit or Documents applicable thereto; any
      deviation from instructions, delay, default or fraud by the shipper and/or
      any Person in connection with any goods or any shipping or delivery
      thereof; or any breach of contract between the shipper or vendors and a
      Borrower. The rights, remedies, powers and privileges of Issuing Bank
      under this Agreement with respect to Letters of Credit shall be in
      addition to, and cumulative with, all rights, remedies, powers and
      privileges of Issuing Bank under any of the LC Documents. Nothing herein
      shall be deemed to release Issuing Bank from any liability or obligation
      that it may have in respect to any Letter of Credit arising out of and
      directly resulting from its own gross negligence or willful misconduct.

                  (v) No Letter of Credit shall be extended or amended in any
      respect that is not solely ministerial, unless all of the LC Conditions
      are met as though a new Letter of Credit were being requested and issued.
      With respect to any Letter of Credit that contains any "evergreen" or
      automatic renewal provision, each Lender shall be deemed to have consented
      to any such extension or renewal, unless any such Lender shall have
      provided to Agent written notice that it declines to consent to any such
      extension or renewal at least 30 days prior to the date on which the
      Issuing Bank is entitled to decline to extend or renew the Letter of
      Credit. If all of the LC Conditions are met and no Default or Event of
      Default exists, no Lender shall have the right to decline to consent to
      any such extension or renewal.

                  (vi) Unless otherwise provided in any of the LC Documents,
      each LC Application and each standby Letter of Credit shall be subject to
      the Uniform Customs and Practice for Documentary Credits (1993 Revision),
      International Chamber of Commerce No. 500, and any amendments or revisions
      thereto.

      Each letter of credit issued or deemed issued and outstanding under the
      Existing Loan Agreement on the Closing Date, including any extension or
      renewal thereof (each, an "Existing Letter of Credit") shall constitute a
      "Letter of Credit" for all purposes of this Agreement, issued, for
      purposes of this SECTION 2.3, on the Closing Date.

            2.3.2. Participations.

                  (i) Immediately upon the issuance of any Letter of Credit,
      each Lender shall be deemed to have irrevocably and unconditionally
      purchased and received from Issuing Bank, without recourse or warranty, an
      undivided interest and participation equal to the Pro Rata share of such
      Lender (a "Participating Lender") in all LC Obligations arising in
      connection with such Letter of Credit, but in no event greater than an
      amount which, when added to such Lender's Pro Rata share of all Revolver
      Loans and LC Obligations then outstanding, exceeds such Lender's Revolver
      Commitment; provided, however, that if Issuing Bank shall have received
      written notice from a Lender on or before the Business Day immediately
      prior to the date of Issuing Bank's issuance of a Letter of Credit that
      one or more of the conditions set forth in SECTION 11 or SECTION 2.3.1 has
      not been satisfied, Issuing Bank shall have no obligation to issue the
      requested Letter of Credit or any other Letter of Credit until such notice
      is withdrawn in writing by that Lender or until the Required Lenders shall
      have effectively waived such condition in accordance with this Agreement.
      In no event shall Issuing Bank be deemed to have notice or knowledge of
      any existence of any Default or Event of Default or the failure of any
      conditions in SECTIONS 11 or 2.3.1 hereof to be satisfied prior to its
      receipt of such notice from a Lender.

                                      -40-


                  (ii) If Issuing Bank makes any payment under a Letter of
      Credit and Borrowers do not repay or cause to be repaid the amount of such
      payment on the Reimbursement Date, Issuing Bank shall promptly notify
      Agent, which shall promptly notify each Participating Lender, of such
      payment and each Participating Lender shall promptly (and in any event
      within 1 Business Day after its receipt of notice from Agent) and
      unconditionally pay to Agent, for the account of Issuing Bank, in
      immediately available funds, the amount of such Participating Lender's Pro
      Rata share of such payment, and Agent shall promptly pay such amounts to
      Issuing Bank. If a Participating Lender does not make its Pro Rata share
      of the amount of such payment available to Agent on a timely basis as
      herein provided, such Participating Lender agrees to pay to Agent for the
      account of Issuing Bank, forthwith on demand, such amount together with
      interest thereon at the Federal Funds Rate until paid. The failure of any
      Participating Lender to make available to Agent for the account of Issuing
      Bank such Participating Lender's Pro Rata share of the LC Obligations
      shall not relieve any other Participating Lender of its obligation
      hereunder to make available to Agent its Pro Rata share of the LC
      Obligations. No Participating Lender shall be responsible for the failure
      of any other Participating Lender to make available to Agent its Pro Rata
      share of the LC Obligations on the date such payment is to be made.

                  (iii) Whenever Issuing Bank receives a payment on account of
      the LC Obligations, including any interest thereon, as to which Agent has
      previously received payments from any Participating Lender for the account
      of Issuing Bank, Issuing Bank shall promptly pay to each Participating
      Lender which has funded its participating interest therein, through Agent,
      in immediately available funds, an amount equal to such Participating
      Lender's Pro Rata share thereof.

                  (iv) The obligation of each Participating Lender to make
      payments to Agent for the account of Issuing Bank in connection with
      Issuing Bank's payment under a Letter of Credit shall be absolute,
      unconditional and irrevocable, not subject to any counterclaim, setoff,
      qualification or exception whatsoever, and shall be made in accordance
      with the terms and conditions of this Agreement under all circumstances
      and irrespective of whether or not Borrowers may assert or have any claim
      for any lack of validity or unenforceability of this Agreement or any of
      the other Loan Documents; the existence of any Default or Event of
      Default; any draft, certificate or other document presented under a Letter
      of Credit having been determined to be forged, fraudulent, invalid or
      insufficient in any respect or any statement therein being untrue or
      inaccurate in any respect; the existence of any setoff or defense any
      Obligor may have with respect to any of the Obligations; or the
      termination of the Commitments.

                  (v) Neither Issuing Bank nor any of its officers, directors,
      employees or agents shall be liable to any Participating Lender for any
      action taken or omitted to be taken under or in connection with any of the
      LC Documents except as a result of actual gross negligence or willful
      misconduct on the part of Issuing Bank. Issuing Bank does not assume any
      responsibility for any failure or delay in performance or breach by a
      Borrower or any other Person of its obligations under any of the LC
      Documents. Issuing Bank does not make to Participating Lenders any express
      or implied warranty, representation or guaranty with respect to the
      Collateral, the LC Documents, or any Obligor. Issuing Bank shall not be
      responsible to any Participating Lender for any recitals, statements,
      information, representations or warranties contained in, or for the
      execution, validity, genuineness, effectiveness or enforceability of or
      any of the LC Documents; the validity, genuineness, enforceability,
      collectibility, value or sufficiency of any of the Collateral or the
      perfection of any Lien therein; or the assets, liabilities, financial
      condition, results of operations, business, creditworthiness or legal
      status of any Obligor or any Account Debtor. In connection with its
      administration of and enforcement of rights or remedies under any of the
      LC Documents, Issuing Bank shall be entitled to act, and shall be fully
      protected

                                      -41-


      in acting upon, any certification, notice or other communication in
      whatever form believed by Issuing Bank, in good faith, to be genuine and
      correct and to have been signed, sent or made by a proper Person. Issuing
      Bank may consult with and employ legal counsel, accountants and other
      experts and to advise it concerning its rights, powers and privileges
      under the LC Documents and shall be entitled to act upon, and shall be
      fully protected in any action taken in good faith reliance upon, any
      advice given by such experts. Issuing Bank may employ agents and
      attorneys-in-fact in connection with any matter relating to the LC
      Documents and shall not be liable for the negligence, default or
      misconduct of any such agents or attorneys-in-fact selected by Issuing
      Bank with reasonable care. Issuing Bank shall not have any liability to
      any Participating Lender by reason of Issuing Bank's refraining to take
      any action under any of the LC Documents without having first received
      written instructions from the Required Lenders to take such action.

                  (vi) Upon the request of any Participating Lender, Issuing
      Bank shall furnish to such Participating Lender copies (to the extent then
      available to Issuing Bank) of each outstanding Letter of Credit and
      related LC Documents as may be in the possession of Issuing Bank and
      reasonably requested from time to time by such Participating Lender.

            2.3.3. Cash Collateral Account. If any LC Obligations, whether or
not then due or payable, shall for any reason be outstanding (i) at any time
that an Event of Default exists, (ii) on any date an Out-of-Formula Condition
exists, (iii) on or at any time after the Commitment Termination Date, or (iv)
on the day that is 30 days prior to the last Business Day of the Term, then
Borrowers shall, on Issuing Bank's or Agent's request, forthwith pay to Issuing
Bank the amount of any LC Obligations that are then due and payable and shall,
upon the occurrence of any of the events described in clauses (i), (iii) and
(iv) hereinabove, Cash Collateralize all outstanding Letters of Credit. If
notwithstanding the occurrence of one or more of the events described in clauses
(i), (iii) and (iv) in the immediately preceding sentence Borrowers fail to Cash
Collateralize any outstanding Letters of Credit on the first Business Day
following Agent's or Issuing Bank's demand therefor, Lenders may (and shall upon
direction of Agent) advance such amount as Revolver Loans (whether or not the
Commitment Termination Date has occurred or an Out-of-Formula Condition is
created thereby). Such cash (together with any interest accrued thereon) shall
be held by Agent in the Cash Collateral Account and may be invested, in Agent's
discretion, in Cash Equivalents. Each Borrower hereby pledges to Agent and
grants to Agent a security interest in, for the benefit of Agent in such
capacity and for the Pro Rata benefit of Lenders, all Cash Collateral held in
the Cash Collateral Account from time to time and all proceeds thereof, as
security for the payment of all Obligations (including LC Obligations), whether
or not then due or payable. From time to time after cash is deposited in the
Cash Collateral Account, Agent may (and shall upon the direction of the Required
Lenders) apply Cash Collateral then held in the Cash Collateral Account to the
payment of any amounts, in such order as Agent may elect, as shall be or shall
become due and payable by Borrowers to Issuing Bank, Agent or any Lender with
respect to the LC Obligations. Neither Borrowers nor any other Person claiming
by, through or under or on behalf of Borrowers shall have any right to withdraw
any of the Cash Collateral held in the Cash Collateral Account, including any
accrued interest, provided that upon termination or expiration of all Letters of
Credit and the payment and satisfaction of all of the LC Obligations, any Cash
Collateral remaining in the Cash Collateral Account shall be returned to
Borrowers unless an Event of Default then exists (in which event Agent may (and
shall upon the direction of the Required Lenders) apply such Cash Collateral to
the payment of any other Obligations outstanding in accordance with the
provisions of SECTION 5.6, with any surplus to be turned over to Borrowers).

            2.3.4. Indemnifications.

                  (i) In addition to any other indemnity which Borrowers may
      have to any Indemnitees under any of the other Loan Documents and without
      limiting such other indemnification provisions, each Borrower hereby
      agrees to indemnify and defend each of the

                                      -42-


      Indemnitees and to hold each of the Indemnitees harmless from and against
      any and all Indemnified Claims which any Indemnitee may (other than solely
      as the result of its own gross negligence or willful misconduct or its
      breach of any of the Loan Documents) incur or be subject to as a
      consequence, directly or indirectly, of (a) the issuance of, payment or
      failure to pay or any performance or failure to perform under any Letter
      of Credit, (b) any suit, investigation or proceeding as to which Agent or
      any Lender is or may become a party to as a consequence, directly or
      indirectly, of the issuance of any Letter of Credit or the payment or
      failure to pay thereunder or (c) Issuing Bank following any instructions
      of a Borrower with respect to any Letter of Credit or any Document
      received by Issuing Bank with reference to any Letter of Credit.

                  (ii) Each Participating Lender agrees to indemnify and defend
      each of the Issuing Bank Indemnitees (to the extent the Issuing Bank
      Indemnitees are not reimbursed by Borrowers or any other Obligor, but
      without limiting the indemnification obligations of Borrowers under this
      Agreement), to the extent of such Lender's Pro Rata share of the Revolver
      Commitments, from and against any and all Indemnified Claims which may be
      imposed on, incurred by or asserted against any of the Issuing Bank
      Indemnitees in any way related to or arising out of Issuing Bank's
      administration or enforcement of rights or remedies under any of the LC
      Documents or any of the transactions contemplated thereby (including costs
      and expenses which Borrowers are obligated to pay under SECTION 15.2
      hereof), provided that no Participating Lender shall be liable to any of
      the Issuing Bank Indemnitees for any of the foregoing to the extent that
      they result solely from the willful misconduct or gross negligence of such
      Issuing Bank Indemnitees.

SECTION 3. INTEREST, FEES AND CHARGES

      3.1. INTEREST.

            3.1.1. Rates of Interest. Borrowers agree to pay interest in respect
of all unpaid principal amounts of the Revolver Loans from the respective dates
such principal amounts are advanced until paid (whether at stated maturity, on
acceleration or otherwise) at a rate per annum equal to the applicable rate
indicated below:

                  (i) for Revolver Loans made or outstanding as Base Rate Loans,
      the Applicable Margin plus the Base Rate in effect from time to time; or

                  (ii) for Revolver Loans made or outstanding as LIBOR Loans,
      the Applicable Margin plus the relevant Adjusted LIBOR Rate for the
      applicable Interest Period selected by Borrowers in conformity with this
      Agreement.

            Upon determining the Adjusted LIBOR Rate for any Interest Period
requested by Borrowers, Agent shall promptly notify Borrowers thereof by
telephone and, if so requested by Borrowers, confirm the same in writing. Such
determination shall, absent manifest error, be final, conclusive and binding on
all parties and for all purposes. The applicable rate of interest for all Loans
(or portions thereof) bearing interest based upon the Base Rate shall be
increased or decreased, as the case may be, by an amount equal to any increase
or decrease in the Base Rate, with such adjustments to be effective as of the
opening of business on the day that any such change in the Base Rate becomes
effective. Interest on each Loan shall accrue from and including the date on
which such Loan is made, converted to a Loan of another Type or continued as a
LIBOR Loan to (but excluding) the date of any repayment thereof; provided,
however, that, if a Loan is repaid on the same day made, one day's interest
shall be paid on such Loan. The Base Rate on the date hereof is 6.00% per annum
and, therefore, the rate

                                      -43-


of interest in effect hereunder on the date hereof, expressed in simple interest
terms, is 6.00% per annum with respect to any portion of the Revolver Loans
bearing interest as a Base Rate Loan.

            3.1.2. Conversions and Continuations.

                  (i) Borrowers may on any Business Day, subject to the giving
      of a proper Notice of Conversion/Continuation as hereinafter described,
      elect (A) to continue all or any part of a LIBOR Loan by selecting a new
      Interest Period therefor, to commence on the last day of the immediately
      preceding Interest Period, or (B) to convert all or any part of a Loan of
      one Type into a Loan of another Type; provided, however, during the period
      that any Default or Event of Default exists, Agent may (and shall at the
      direction of the Required Lenders) declare that no Loan may be made or
      continued as or converted into a LIBOR Loan. Any conversion of a LIBOR
      Loan into a Base Rate Loan shall be made on the last day of the Interest
      Period for such LIBOR Loan. Any conversion or continuation made with
      respect to less than the entire outstanding balance of the Loans must be
      allocated among Lenders on a Pro Rata basis, and the Interest Period for
      Loans converted into or continued as LIBOR Loans shall be coterminous for
      each Lender.

                  (ii) Whenever Borrowers desire to convert or continue Loans
      under SECTION 3.1.2(i), Borrower Agent shall give Agent written notice (or
      telephonic notice promptly confirmed in writing) substantially in the form
      of EXHIBIT C (a "Notice of Conversion/Continuation"), signed by an
      authorized officer of Borrower Agent, at least 1 Business Day before the
      requested conversion date, in the case of a conversion into Base Rate
      Loans, and at least 3 Business Days before the requested conversion or
      continuation date, in the case of a conversion into or continuation of
      LIBOR Loans. Promptly after receipt of a Notice of
      Conversion/Continuation, Agent shall notify each Lender in writing of the
      proposed conversion or continuation. Each such Notice of
      Conversion/Continuation shall be irrevocable and shall specify the
      aggregate principal amount of the Loans to be converted or continued, the
      date of such conversion or continuation (which shall be a Business Day)
      and whether the Loans are being converted into or continued as LIBOR Loans
      (and, if so, the duration of the Interest Period to be applicable thereto
      and, in the absence of any specification by Borrowers of the Interest
      Period, an Interest Period of one month will be deemed to be specified) or
      Base Rate Loans. If, upon the expiration of any Interest Period in respect
      of any LIBOR Loans, Borrowers shall have failed to deliver the Notice of
      Conversion/Continuation, Borrowers shall be deemed to have elected to
      convert such LIBOR Loans to Base Rate Loans.

            3.1.3. Interest Periods. In connection with the making or
continuation of, or conversion into, each Borrowing of LIBOR Loans, Borrowers
shall select an interest period (each an "Interest Period") to be applicable to
such LIBOR Loan, which interest period shall commence on the date such LIBOR
Loan is made and shall end on a numerically corresponding day in the first,
second, third or sixth month thereafter; provided, however, that:

                  (i) the initial Interest Period for a LIBOR Loan shall
      commence on the date of such Borrowing (including the date of any
      conversion from a Loan of another Type) and each Interest Period occurring
      thereafter in respect of such Revolver Loan shall commence on the date on
      which the next preceding Interest Period expires;

                  (ii) if any Interest Period would otherwise expire on a day
      that is not a Business Day, such Interest Period shall expire on the next
      succeeding Business Day, provided that, if any Interest Period in respect
      of LIBOR Loans would otherwise expire on a day that is not

                                      -44-


      a Business Day but is a day of the month after which no further Business
      Day occurs in such month, such Interest Period shall expire on the
      immediately preceding Business Day;

                  (iii) any Interest Period that begins on a day for which there
      is no numerically corresponding day in the calendar month at the end of
      such Interest Period shall expire on the last Business Day of such
      calendar month; and

                  (v) no Interest Period shall extend beyond the last day of the
      Term.

            3.1.4. Interest Rate Not Ascertainable. If Agent shall determine
(which determination shall, absent manifest error, be final, conclusive and
binding upon all parties) that on any date for determining the Adjusted LIBOR
Rate for any Interest Period, by reason of any changes arising after the date of
this Agreement affecting the London interbank market or any Lender's position in
such market, adequate and fair means do not exist for ascertaining the
applicable interest rate on the basis provided for in the definition of Adjusted
LIBOR Rate, then, and in any such event, Agent shall forthwith give notice (by
telephone promptly confirmed in writing) to Borrowers of such determination.
Until Agent notifies Borrowers that the circumstances giving rise to the
suspension described herein no longer exist, the obligation of Lenders to make
LIBOR Loans shall be suspended, and such affected Loans then outstanding shall,
at the end of the then applicable Interest Period or at such earlier time as may
be required by Applicable Law, bear the same interest as Base Rate Loans.

            3.1.5. Default Rate of Interest. Borrowers shall pay interest at a
rate per annum equal to the Default Rate (i) with respect to the principal
amount of any portion of the Obligations (and, to the extent permitted by
Applicable Law, all past due interest) that is not paid on the due date thereof
(whether due at stated maturity, on demand, upon acceleration or otherwise)
until Full Payment; (ii) with respect to the principal amount of all of the
Obligations (and, to the extent permitted by Applicable Law, all past due
interest) upon the earlier to occur of (x) Borrower Agent's receipt of notice
from Agent of the Required Lenders' election to charge the Default Rate based
upon the existence of any Event of Default (which notice Agent shall send only
with the consent or at the direction of the Required Lenders), whether or not
acceleration or demand for payment of the Obligations has been made, or (y) the
commencement by or against any Borrower of an Insolvency Proceeding whether or
not under the circumstances described in clauses (i) or (ii) hereof Lenders
elect to accelerate the maturity or demand payment of any of the Obligations;
and (iii) with respect to the principal amount of any Out-of-Formula Loans
(unless otherwise agreed in writing by the Required Lenders), whether or not
demand for payment thereof has been made by Agent. To the fullest extent
permitted by Applicable Law, the Default Rate shall apply and accrue on any
judgment entered with respect to any of the Obligations and to the unpaid
principal amount of the Obligations during any Insolvency Proceeding of a
Borrower. Each Borrower acknowledges that the cost and expense to Agent and each
Lender attendant upon the occurrence of an Event of Default are difficult to
ascertain or estimate and that the Default Rate is a fair and reasonable
estimate to compensate Agent and Lenders for such added cost and expense.
Interest accrued at the Default Rate shall be due and payable on demand.

            3.1.6. Interest Act (Canada). For the purposes of the Interest Act
(Canada) and disclosure thereunder, whenever interest to be paid hereunder by
the Loan Parties is to be calculated on the basis of a year of 360 days or any
other period of time that is less than a calendar year, the yearly rate of
interest to which the rate determined pursuant to such calculation is equivalent
is the rate so determined multiplied by the actual number of days in the
calendar year in which the same is to be ascertained and divided by either 360
or such other period of time, as the case may be.

                                      -45-


      3.2. FEES. In consideration of Lenders' establishment of the Commitments
in favor of Borrowers, and Agent's agreement to serve as collateral and
administrative agent hereunder, Borrowers agree to pay the following fees:

            3.2.1. Unused Line Fee. Borrowers shall pay to Agent for the Pro
Rata benefit of Lenders a fee equal to 0.375% 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 Balances for such month
(or portion thereof) is greater than or equal to 50% of the aggregate amount of
the Revolver Commitments, then such fee shall be 0.250% 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 Commitment; in each case such
fee to be paid on the first day of the following month, but 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 shall occur 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, 0.75% 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.

            3.2.3. Audit and Appraisal Fees and Expenses. Borrowers shall
reimburse Agent for all reasonable costs and expenses incurred by Agent
(including standard fees charged by Agent's internal appraisal department) in
connection with (i) examinations and reviews of any Obligor's books and records
and such other matters pertaining to any Obligor or any Collateral as Agent
shall deem appropriate in the exercise of its reasonable credit judgment, up to
3 times per Loan Year, unless a Default or Event of Default exists (in which
event, there shall be no limit on the number of examinations and reviews for
which Borrowers shall be obligated to reimburse Agent) and, in each case, shall
pay to Agent the standard amount charged by Agent per day ($850 per day as of
the Closing Date) for each day that an employee or agent of Agent shall be
engaged in an examination or review of any Obligor's books and records, and (ii)
appraisals of Equipment no more frequently than 4 times per Loan Year (one of
which may be a full physical appraisal and the other 3 of which shall be desktop
appraisals performed by employees or agents of Agent), unless a Default or Event
of Default exists (in which event, there shall be no limit on the number or type
of appraisals for which Borrowers shall be obligated to reimburse Agent). The
foregoing shall not be construed to limit Agent's right to conduct audits of the
Collateral as provided in SECTION 10.1.1 or otherwise obtain appraisals of any
of the Collateral at any time, at the expense of Agent and Lenders.

            3.2.4. Other Fees. Borrowers shall pay to Agent the fees in the
amounts and on the dates as provided in the Fee Letter.

                                      -46-


            3.2.5. General Provisions. All fees shall be fully earned by the
identified recipient thereof pursuant to the foregoing provisions of this
Agreement on the due date thereof (and, in the case of Letters of Credit, upon
each issuance, renewal or extension of such Letter of Credit) and, except as
otherwise set forth herein or required by Applicable Law, shall not be subject
to rebate, refund or proration. All fees provided for in SECTION 3.2 are and
shall be deemed to be compensation for services and are not, and shall not be
deemed to be, interest or any other charge for the use, forbearance or detention
of money.

      3.3. COMPUTATION OF INTEREST AND FEES. All fees and other charges provided
for in this Agreement that are calculated as a per annum percentage of any
amount and all interest shall be calculated daily and shall be computed on the
actual number of days elapsed over a year of 360 days. For purposes of computing
interest and other charges hereunder, each Payment Item and other form of
payment received by Agent shall be deemed applied by Agent on account of the
Obligations (subject to final payment of such items) on the first Business Day
after the Business Day on which Agent receives such Payment Item in the Payment
Account, and Agent shall be deemed to have received such Payment Item on the
date specified in SECTION 5.7 hereof. Each determination by Agent of interest
and fees hereunder shall be made in good faith and, except for manifest error,
shall be presumptive evidence of the correctness of such interest and fees.

      3.4. REIMBURSEMENT OBLIGATIONS.

            3.4.1. Borrowers shall reimburse Agent and (during any period that
an Event of Default exists) each Lender for all legal, accounting, appraisal,
consulting and other fees and expenses incurred by Agent or any Lender in
connection with: (i) the negotiation and preparation of any of the Loan
Documents, any amendment or modification thereto, any waiver of any Default or
Event of Default thereunder, or any restructuring or forbearance with respect
thereto; (ii) the administration of the Loan Documents and the transactions
contemplated thereby; (iii) action taken to perfect or maintain the perfection
or priority of any of Agent's Liens with respect to any of the Collateral; (iv)
any inspection of or audits conducted by Agent with respect to any Borrower's
books and records or any of the Collateral; (v) any effort by Agent to verify,
protect, appraise, preserve, or restore any of the Collateral or to collect,
sell, liquidate or otherwise dispose of or realize upon any of the Collateral;
(vi) any litigation, contest, dispute, suit, proceeding or action (whether
instituted by or against Agent, any Lender, any Obligor or any other Person) in
any way arising out of or relating to any of the Collateral (or the validity,
perfection or priority of any of Agent's Liens thereon), any of the Loan
Documents or the validity, allowance or amount of any of the Obligations; (vii)
the protection or enforcement or any rights or remedies of Agent in, and the
monitoring of, any Insolvency Proceeding; and (viii) any other action taken by
Agent or any Lender to enforce any of the rights or remedies of Agent against
any Obligor or Account Debtor or to enforce collection of any of the Obligations
or payments with respect to any of the Collateral. All amounts chargeable to
Borrowers under this SECTION 3.4 shall constitute Obligations that are secured
by all of the Collateral and shall be payable ON DEMAND to Agent. Borrowers
shall also reimburse Agent for expenses incurred by Agent in its administration
of any of the Collateral to the extent and in the manner provided in SECTION 8
hereof or in any of the other Loan Documents. The foregoing shall be in addition
to, and shall not be construed to limit, any other provision of any of the Loan
Documents regarding the reimbursement by Borrowers of costs, expenses or
liabilities suffered or incurred by Agent or any Lender.

            3.4.2. If at any time Agent or (with the prior consent of Agent) any
Lender shall agree to indemnify any Person against losses or damages that such
Person may suffer or incur in its dealings or transactions with Borrowers, or
shall guarantee or otherwise assure payment of any liability or obligation of
Borrowers to such Person, or otherwise shall provide assurances of Borrowers'
payment or performance under any agreement with such Person, including
indemnities, guaranties or other assurances of payment or performance given by
Agent or any Lender with respect to Banking Relationship Debt,

                                      -47-


then the Contingent Obligation of Agent or any Lender providing any such
indemnity, guaranty or other assurance of payment or performance, together with
any payment made or liability incurred by Agent or any Lender in connection
therewith, shall constitute Obligations that are secured by the Collateral and
Borrowers shall repay, ON DEMAND, any amount so paid or any liability incurred
by Agent or any Lender in connection with any such indemnity, guaranty or
assurance. Nothing herein shall be construed to impose upon Agent or any Lender
any obligation to provide any such indemnity, guaranty or assurance. The
foregoing agreement of Borrowers shall apply whether or not such indemnity,
guaranty or assurance is in writing or oral and regardless of any Borrower's
knowledge of the existence thereof, shall survive termination of the Commitments
and Full Payment of the Obligations and any other provisions of the Loan
Documents regarding reimbursement or indemnification by Borrowers of costs,
expenses or liabilities suffered or incurred by Agent or any Lender.

      3.5. BANK CHARGES. Borrowers shall pay to Agent, ON DEMAND, any and all
fees, costs or expenses which Agent pays to a bank or other similar institution
(including any fees paid by Agent or any Lender to any Participant) arising out
of or in connection with (i) the forwarding to a Borrower or any other Person on
behalf of Borrower by Agent of proceeds of Loans made by Lenders to a Borrower
pursuant to this Agreement and (ii) the depositing for collection by Agent of
any Payment Item received or delivered to Agent on account of the Obligations.
Each Borrower acknowledges and agrees that Agent may charge such costs, fees and
expenses to Borrowers based upon Agent's good faith estimate of such costs, fees
and expenses as they are incurred by Agent.

      3.6. ILLEGALITY. Notwithstanding anything to the contrary contained
elsewhere in this Agreement, if (i) any change in any law or regulation or in
the interpretation thereof by any Governmental Authority charged with the
administration thereof shall make it unlawful for a Lender to make or maintain a
LIBOR Loan or to give effect to its obligations as contemplated hereby with
respect to a LIBOR Loan or (ii) at any time such Lender determines that the
making or continuance of any LIBOR Loan has become impracticable as a result of
a contingency occurring after the date hereof which adversely affects the London
interbank market or the position of such Lender in such market, then such Lender
shall give after such determination Agent and Borrowers notice thereof and may
thereafter (1) declare that LIBOR Loans will not thereafter be made by such
Lender, whereupon any request by a Borrower for a LIBOR Loan from such Lender
shall be deemed a request for a Base Rate Loan unless such Lender's declaration
shall be subsequently withdrawn (which declaration shall be withdrawn promptly
after the cessation of the circumstances described in clause (i) or (ii) above);
and (2) require that all outstanding LIBOR Loans made by such Lender be
converted to Base Rate Loans, under the circumstances of clause (i) or (ii) of
this SECTION 3.6 insofar as such Lender determines the continuance of LIBOR
Loans to be impracticable, in which event all such LIBOR Loans of such Lender
shall be converted automatically to Base Rate Loans as of the date of any
Borrower's receipt of the aforesaid notice from such Lender.

      3.7. INCREASED COSTS. If, by reason of (a) the introduction after the date
hereof of or any change (including any change by way of imposition or increase
of Statutory Reserves or other reserve requirements) in or in the interpretation
of any law or regulation, or (b) the compliance with any guideline or request
from any central bank or other Governmental Authority or quasi-Governmental
Authority exercising control over banks or financial institutions generally
(whether or not having the force of law):

                  (i) any Lender shall be subject after the date hereof to any
      Tax, duty or other charge with respect to any LIBOR Loan or Letter of
      Credit or its obligation to make LIBOR Loans or to issue Letters of Credit
      or participate in the LC Obligations arising from the issuance of Letters
      of Credit, or a change shall result in the basis of taxation of payment to
      any Lender of the principal of or interest on its LIBOR Loans or its
      obligation to make LIBOR Loans, issue Letters of Credit or participate in
      the LC Obligations arising from the issuance of Letters of

                                      -48-


      Credit (except for changes in the rate of Tax on the overall net income or
      gross receipts or franchise tax of such Lender imposed by the jurisdiction
      in which such Lender's principal executive office is located); or

                  (ii) any reserve (including any imposed by the Board of
      Governors), special deposits or similar requirement against assets of,
      deposits with or for the account of, or credit extended by, any Lender
      shall be imposed or deemed applicable or any other condition affecting its
      LIBOR Loans or Letters of Credit or its obligation to make LIBOR Loans or
      to issue Letters of Credit or participate in the LC Obligations arising
      from the issuance of Letters of Credit shall be imposed on such Lender or
      the London interbank market;

and as a result thereof there shall be any increase in the cost to such Lender
of agreeing to make or making, funding or maintaining LIBOR Loans or issuing
Letters of Credit (except to the extent already included in the determination of
the applicable Adjusted LIBOR Rate for LIBOR Loans), or there shall be a
reduction in the amount received or receivable by such Lender, then such Lender
shall, promptly after determining the existence or amount of any such increased
costs for which such Lender seeks payment hereunder, give any Borrower notice
thereof and Borrowers shall from time to time, upon written notice from and
demand by such Lender (with a copy of such notice and demand to Agent), pay to
Agent for the account of such Lender, within 5 Business Days after the date
specified in such notice and demand, an additional amount sufficient to
indemnify such Lender against such increased costs. A certificate as to the
amount of such increased costs, submitted to Borrowers by such Lender, shall be
final, conclusive and binding for all purposes, absent manifest error.

      If any Lender shall advise Agent at any time that, because of the
circumstances described hereinabove in this SECTION 3.7 or any other
circumstances arising after the date of this Agreement affecting such Lender or
the London interbank market or such Lender's or BofA's position in such market,
the Adjusted LIBOR Rate, as determined by Agent, will not adequately and fairly
reflect the cost to such Lender of funding LIBOR Loans or issuing Letters of
Credit, then, and in any such event:

                  (i) Agent shall forthwith give notice (by telephone confirmed
      promptly in writing) to Borrowers and Lenders of such event;

                  (ii) Borrowers' right to request and such Lender's obligation
      to make LIBOR Loans or to issue Letters of Credit or participate in the LC
      Obligations arising from the issuance of Letters of Credit shall be
      immediately suspended and Borrowers' right to continue a LIBOR Loan as
      such beyond the then applicable Interest Period or to request a Letter of
      Credit shall also be suspended, until each condition giving rise to such
      suspension no longer exists; and

                  (iii) such Lender shall make a Base Rate Loan as part of the
      requested Borrowing of LIBOR Loans, which Base Rate Loan shall, for all
      purposes, be considered part of such Borrowing.

      For purposes of this SECTION 3.7, all references to a Lender shall be
deemed to include any bank holding company or bank parent of such Lender. If any
Lender provides notice that, due to the circumstances described in this SECTION
3.7, the Adjusted LIBOR Rate will not adequately and fairly reflect the cost to
such Lender of funding LIBOR Loans or participating in LC Obligations arising
from the issuance of Letters of Credit, then such Lender may be replaced
pursuant to the provisions of SECTION 13.17.

      3.8. CAPITAL ADEQUACY. If any Lender determines that (i) the introduction
after the date hereof of any Capital Adequacy Regulation, (ii) any

                                      -49-


change in any Capital Adequacy Regulation, (iii) any change in the
interpretation or administration of any Capital Adequacy Regulation by any
central bank or other Governmental Authority charged with the interpretation or
administration thereof, or (iv) compliance by such Lender or any corporation or
other entity controlling such Lender with any Capital Adequacy Regulation,
affects or would affect the amount of capital required or expected to be
maintained by such Lender or any corporation or other entity controlling such
Lender and (taking into consideration such Lender's or such corporation's or
other entity's policies with respect to capital adequacy and such Lender's
desired return on capital) determines that the amount of such capital is
increased as a consequence of its Commitments, loans, credits or obligations
under this Agreement, then: (a) Agent shall promptly, after its receipt of a
certificate from such Lender setting forth such Lender's determination of such
occurrence, give notice thereof to Borrowers and Lenders; and (b) Borrowers
shall pay to Agent, for the account of such Lender, as an additional fee from
time to time, ON DEMAND, such amount as such Lender certifies to be the amount
reasonably calculated to compensate such Lender for such reduction. A
certificate of such Lender claiming entitlement to compensation as set forth
above will be conclusive in the absence of manifest error. Such certificate will
set forth the nature of the occurrence giving rise to such compensation, the
additional amount or amounts to be paid to such Lender (including the basis for
such Lender's determination of such amount), and the method by which such
amounts were determined. In determining such amount, such Lender may use any
reasonable averaging and attribution method. For purposes of this SECTION 3.8
all references to a Lender shall be deemed to include any bank holding company
or bank parent of such Lender.

      3.9. MITIGATION. Each Lender agrees that, with reasonable promptness after
such Lender becomes aware that such Lender is entitled to receive payments under
SECTION 3.6, 3.7 OR 3.8, or is or has become subject to U.S. withholding taxes
payable by any Borrower in respect of its Loans, it will, to the extent not
inconsistent with any internal policy of such Lender or any applicable legal or
regulatory restriction, (i) use all reasonable efforts to make, fund or maintain
the Commitment of such Lender or the Loans of such Lender through another
lending office of such Lender, or (ii) take such other reasonable measures, if,
as a result thereof, the circumstances which would relieve Borrowers from their
obligations to pay such additional amounts (or reduce the amount of such
payments), or such withholding taxes would be reduced, and if the making,
funding or maintaining of such Commitment or Loans through such other lending
office or in accordance with such other measures, as the case may be, would not
otherwise adversely affect such Commitment or Loans or the interests of such
Lender.

      3.10. FUNDING LOSSES. If for any reason (other than due to a default by a
Lender or as a result of a Lender's refusal to honor a LIBOR Loan request due to
circumstances described in this Agreement) a Borrowing of, or conversion to or
continuation of, LIBOR Loans does not occur on the date specified therefor in a
Notice of Borrowing or Notice of Conversion/Continuation (whether or not
withdrawn), or if any repayment (including any conversions pursuant to SECTION
3.1.2) of any of its LIBOR Loans occurs on a date that is not the last day of an
Interest Period applicable thereto, or if for any reason Borrowers default in
their obligation to repay LIBOR Loans when required by the terms of this
Agreement, then Borrowers shall pay to Agent an administrative fee of $150 and
to each Lender an amount equal to all losses and expenses which such Lender may
sustain or incur as a consequence thereof, including any such loss or expense
arising from the liquidation or redeployment of funds obtained by it to maintain
its LIBOR Loans or from fees payable to terminate the deposits from which such
funds were obtained. Borrowers shall pay all such amounts due to any Lender upon
presentation by such Lender of a statement setting forth the amount and such
Lender's calculation thereof, which statement shall be deemed true and correct
absent manifest error. For purposes of this SECTION 3.10, all references to a
Lender shall be deemed to include any bank holding company or bank parent of
such Lender.

      3.11. MAXIMUM INTEREST. Regardless of any provision contained in any of
the Loan Documents, in no contingency or event whatsoever shall the aggregate of
all amounts that are contracted for, charged or received by Agent and Lenders
pursuant to the terms of this Agreement or

                                      -50-


any of the other Loan Documents and that are deemed interest under Applicable
Law exceed the highest rate permissible under any Applicable Law. No agreements,
conditions, provisions or stipulations contained in this Agreement or any of the
other Loan Documents or the exercise by Agent of the right to accelerate the
payment or the maturity of all or any portion of the Obligations, or the
exercise of any option whatsoever contained in any of the Loan Documents, or the
prepayment by Borrowers of any of the Obligations, or the occurrence of any
contingency whatsoever, shall entitle Agent or any Lender to charge or receive
in any event, interest or any charges, amounts, premiums or fees deemed interest
by Applicable Law (such interest, charges, amounts, premiums and fees referred
to herein collectively as "Interest") in excess of the Maximum Rate and in no
event shall Borrowers be obligated to pay Interest exceeding such Maximum Rate,
and all agreements, conditions or stipulations, if any, which may in any event
or contingency whatsoever operate to bind, obligate or compel Borrowers to pay
Interest exceeding the Maximum Rate shall be without binding force or effect, at
law or in equity, to the extent only of the excess of Interest over such Maximum
Rate. If any Interest is charged or received with respect to the Obligations in
excess of the Maximum Rate ("Excess"), each Borrower stipulates that any such
charge or receipt shall be the result of an accident and bona fide error, and
such Excess, to the extent received, shall be applied first to reduce the
principal of such Obligations and the balance, if any, returned to Borrowers, it
being the intent of the parties hereto not to enter into a usurious or otherwise
illegal relationship. The right to accelerate the maturity of any of the
Obligations does not include the right to accelerate any Interest that has not
otherwise accrued on the date of such acceleration, and Agent and Lenders do not
intend to collect any unearned Interest in the event of any such acceleration.
Each Borrower recognizes that, with fluctuations in the rates of interest set
forth in SECTION 3.1.1 of this Agreement or in the Notes, and the Maximum Rate,
such an unintentional result could inadvertently occur. All monies paid to Agent
or any Lender hereunder or under any of the other Loan Documents, whether at
maturity or by prepayment, shall be subject to any rebate of unearned Interest
as and to the extent required by Applicable Law. By the execution of this
Agreement, each Borrower covenants that (i) the credit or return of any Excess
shall constitute the acceptance by such Borrower of such Excess, and (ii) such
Borrower shall not seek or pursue any other remedy, legal or equitable, against
Agent or any Lender, based in whole or in part upon contracting for, charging or
receiving any Interest in excess of the Maximum Rate. For the purpose of
determining whether or not any Excess has been contracted for, charged or
received by Agent or any Lender, all Interest at any time contracted for,
charged or received from Borrowers in connection with any of the Loan Documents
shall, to the extent permitted by Applicable Law, be amortized, prorated,
allocated and spread in equal parts throughout the full term of the Obligations.
Borrowers, Agent and Lenders shall, to the maximum extent permitted under
Applicable Law, (i) characterize any non-principal payment as an expense, fee or
premium rather than as Interest and (ii) exclude voluntary prepayments and the
effects thereof. The provisions of this SECTION 3.11 shall be deemed to be
incorporated into every Loan Document (whether or not any provision of this
Section is referred to therein). All such Loan Documents and communications
relating to any Interest owed by Borrowers and all figures set forth therein
shall, for the sole purpose of computing the extent of Obligations, be
automatically recomputed by Borrowers, and by any court considering the same, to
give effect to the adjustments or credits required by this SECTION 3.11.

SECTION 4. LOAN ADMINISTRATION

      4.1. MANNER OF BORROWING AND FUNDING REVOLVER LOANS. Borrowings under the
Commitments established pursuant to SECTION 2.1 hereof shall be made and funded
as follows:

            4.1.1. Notice of Borrowing.

            (i) Whenever Borrowers desire to make a Borrowing under SECTION 2.1
      of this Agreement (other than a Borrowing resulting from a conversion or
      continuation pursuant to SECTION 3.1.2), Borrowers shall give Agent prior
      written notice (or telephonic notice promptly

                                      -51-


      confirmed in writing) of such Borrowing request (a "Notice of Borrowing"),
      which shall be in the form of EXHIBIT D annexed hereto and signed by an
      authorized officer of Borrower Agent. Such Notice of Borrowing shall be
      given by Borrower Agent no later than 12:00 noon at the office designated
      by Agent from time to time (a) on the Business Day of the requested
      funding date of such Borrowing, in the case of Base Rate Loans, and (b) at
      least 2 Business Days prior to the requested funding date of such
      Borrowing, in the case of LIBOR Loans. Notices received after 12:00 noon
      shall be deemed received on the next Business Day. The Revolver Loans made
      by each Lender on the Closing Date shall be in excess of $250,000 and
      shall be made as Base Rate Loans and thereafter may be made or continued
      as or converted into Base Rate Loans or LIBOR Loans. Each Notice of
      Borrowing (or telephonic notice thereof) shall be irrevocable and shall
      specify (a) the principal amount of the Borrowing, (b) the date of
      Borrowing (which shall be a Business Day), (c) whether the Borrowing is to
      consist of Base Rate Loans or LIBOR Loans, (d) in the case of LIBOR Loans,
      the duration of the Interest Period to be applicable thereto, and (e) the
      account of Borrowers to which the proceeds of such Borrowing are to be
      disbursed.

                  (ii) Unless payment is otherwise timely made by Borrowers, the
      becoming due of any amount required to be paid with respect to any of the
      Obligations (whether as principal, accrued interest, fees or other
      charges, including the repayment of any LC Obligations, and any amounts
      owed to any Affiliate of Agent) shall be deemed irrevocably to be a
      request by Borrower Agent (without any requirement for the submission of a
      Notice of Borrowing) for Revolver Loans on the due date of, and in an
      aggregate amount required to pay, such Obligations, and the proceeds of
      such Revolver Loans may be disbursed by way of direct payment of the
      relevant Obligation and shall bear interest as Base Rate Loans. Neither
      Agent nor any Lender shall have any obligation to Borrowers to honor any
      deemed request for a Revolver Loan on or after the Commitment Termination
      Date, when an Out-of-Formula Condition exists or would result therefrom,
      or when any applicable condition precedent set forth in SECTION 11 hereof
      is not satisfied, but may do so in the discretion of Agent (or at the
      direction of the Required Lenders) and without regard to the existence of,
      and without being deemed to have waived, any Default or Event of Default
      and regardless of whether such Revolver Loan is funded after the
      Commitment Termination Date.

                  (iii) If Borrowers elect to establish a Controlled Account
      with BofA or any Affiliate of BofA, then the presentation for payment by
      Bank of any check or other item of payment drawn on the Controlled Account
      at a time when there are insufficient funds in such account to cover such
      check shall be deemed irrevocably to be a request by Borrower Agent
      (without any requirement for the submission of a Notice of Borrowing) for
      Revolver Loans on the date of such presentation and in an amount equal to
      the aggregate amount of the items presented for payment, and the proceeds
      of such Revolver Loans may be disbursed to the Controlled Account and
      shall bear interest as Base Rate Loans. Neither Agent nor any Lender shall
      have any obligation to honor any deemed request for a Revolver Loan on or
      after the Commitment Termination Date or when an Out-of-Formula Condition
      exists or would result therefrom or when any condition precedent in
      Section 11 hereof is not satisfied, but may do so in the discretion of
      Agent (or at the direction of the Required Lenders) and without regard to
      the existence of, and without being deemed to have waived, any Default or
      Event of Default and regardless of whether such Revolver Loan is funded
      after the Commitment Termination Date.

            4.1.2. Fundings by Lenders. Subject to its receipt of notice from
Agent of a Notice of Borrowing as provided in SECTION 4.1.1(i) (except in the
case of a deemed request by Borrower Agent for a Revolver Loan as provided in
SECTIONS 4.1.1(ii) or (iii) or 4.1.3(ii) hereof, in which event no Notice of
Borrowing need be submitted), each Lender shall timely honor its Revolver
Commitment by funding its Pro Rata share of each Borrowing of Revolver Loans
that is properly requested and that Borrowers are

                                      -52-


entitled to receive under the Loan Agreement. Agent shall notify Lenders of each
Notice of Borrowing (or deemed request for a Borrowing pursuant to SECTION
4.1.1(ii) or (iii) hereof), by 1:00 p.m. on the proposed funding date (in the
case of Base Rate Loans) or by 1:00 p.m. at least 2 Business Days before the
proposed funding date (in the case of LIBOR Loans). Each Lender shall deposit
with Agent an amount equal to its Pro Rata share of the Borrowing requested or
deemed requested by Borrowers at Agent's designated bank in immediately
available funds not later than 3:00 p.m. on the date of funding of such
Borrowing, unless Agent's notice to Lenders is received after 1:00 p.m. on the
proposed funding date of a Base Rate Loan, in which event Lenders shall deposit
with Agent their respective Pro Rata shares of the requested Borrowing on or
before 11:00 a.m. of the next Business Day. Subject to its receipt of such
amounts from Lenders, Agent shall make the proceeds of the Revolver Loans
received by it available to Borrowers by disbursing such proceeds in accordance
with Borrower Agent's disbursement instructions set forth in the applicable
Notice of Borrowing. Neither Agent nor any Lender shall have any liability on
account of any delay by any bank or other depository institution in treating the
proceeds of any Revolver Loan as collected funds or any delay in receipt, or any
loss, of funds that constitute a Revolver Loan, the wire transfer of which was
initiated by Agent in accordance with wiring instructions provided to Agent.
Unless Agent shall have been notified in writing by a Lender prior to the
proposed time of funding that such Lender does not intend to deposit with Agent
an amount equal such Lender's Pro Rata share of the requested Borrowing (or
deemed request for a Borrowing pursuant to SECTION 4.1.1(ii) or (iii) hereof),
Agent may assume that such Lender has deposited or promptly will deposit its
share with Agent and Agent may in its discretion disburse a corresponding amount
to Borrowers on the applicable funding date. If a Lender's Pro Rata share of
such Borrowing is not in fact deposited with Agent, then, if Agent has disbursed
to Borrowers an amount corresponding to such share, then such Lender agrees to
pay, and in addition Borrowers agree to repay, to Agent forthwith on demand such
corresponding amount, together with interest thereon, for each day from the date
such amount is disbursed by Agent to or for the benefit of Borrowers until the
date such amount is paid or repaid to Agent, (a) in the case of Borrowers, at
the interest rate applicable to such Borrowing and (b) in the case of such
Lender, at the Federal Funds Rate. If such Lender repays to Agent such
corresponding amount, such amount so repaid shall constitute a Revolver Loan,
and if both such Lender and Borrowers shall have repaid such corresponding
amount, Agent shall promptly return to Borrowers such corresponding amount in
same day funds. A notice from Agent submitted to any Lender with respect to
amounts owing under this SECTION 4.1.2 shall be conclusive, absent manifest
error.

            4.1.3. Settlement and Swingline Loans.

                  (i) In order to facilitate the administration of the Revolver
      Loans under this Agreement, Lenders and Agent agree (which agreement shall
      be solely between Lenders and Agent and shall not be for the benefit of or
      enforceable by any Borrower) that settlement among them with respect to
      the Revolver Loans may take place on a periodic basis on dates determined
      from time to time by Agent (each a "Settlement Date"), which may occur
      before or after the occurrence or during the continuance of a Default or
      Event of Default and whether or not all of the conditions set forth in
      SECTION 11 have been met. On each Settlement Date, payment shall be made
      by or to each Lender in the manner provided herein and in accordance with
      the Settlement Report delivered by Agent to Lenders with respect to such
      Settlement Date so that, as of each Settlement Date and after giving
      effect to the transaction to take place on such Settlement Date, each
      Lender shall hold its Pro Rata share of all Revolver Loans and
      participations in LC Obligations. Agent shall request settlement with the
      Lenders on a basis not less frequently than once every 5 Business Days.

                  (ii) Between Settlement Dates, Agent may request BofA to
      advance, and BofA may, but shall in no event be obligated to, advance to
      Borrowers out of BofA's own funds the entire principal amount of any
      Borrowing of Revolver Loans that are Base Rate Loans

                                      -53-


      requested or deemed requested pursuant to this Agreement (any such
      Revolver Loan funded exclusively by BofA being referred to as a "Swingline
      Loan"). Each Swingline Loan shall constitute a Revolver Loan hereunder and
      shall be subject to all of the terms, conditions and security applicable
      to other Revolver Loans, except that all payments thereon shall be payable
      to BofA solely for its own account and all Swingline Loans shall be made
      as Base Rate Loans plus the Applicable Margin then in effect for Revolver
      Loans and shall not be entitled to be converted into LIBOR Loans. The
      obligation of Borrowers to repay such Swingline Loans to BofA shall be
      evidenced by the records of BofA and need not be evidenced by any
      promissory note. Unless a funding is required by all Lenders pursuant to
      SECTIONS 2.1.5 or 13.9.4, Agent shall not request BofA to make any
      Swingline Loan if (A) Agent shall have received written notice from any
      Lender that one or more of the applicable conditions precedent set forth
      in SECTION 11 hereof will not be satisfied on the requested funding date
      for the applicable Borrowing and Agent has made a determination (without
      any liability to any Person) that such condition precedent will not be
      satisfied, (B) the requested Borrowing would exceed the amount of
      Availability on the funding date or (C) the aggregate amount of all
      Swingline Loans outstanding when added to the amount of the requested
      Borrowing, would exceed $20,000,000. BofA shall not be required to
      determine whether the applicable conditions precedent set forth in SECTION
      11 hereof have been satisfied or the requested Borrowing would exceed the
      amount of Availability on the funding date applicable thereto prior to
      making, in its sole discretion, any Swingline Loan. On each Settlement
      Date, or, if earlier, upon demand by Agent for payment thereof, the then
      outstanding Swingline Loans shall be immediately due and payable. As
      provided in SECTION 3.1.1(ii), Borrowers shall be deemed to have requested
      (without the necessity of submitting any Notice of Borrowing) Revolver
      Loans to be made on each Settlement Date in the amount of all outstanding
      Swingline Loans and to have Agent cause the proceeds of such Revolver
      Loans to be applied to the repayment of such Swingline Loans and interest
      accrued thereon. Agent shall notify the Lenders of the outstanding balance
      of Revolver Loans prior to 1:00 p.m. on each Settlement Date and each
      Lender (other than BofA) shall deposit with Agent (without setoff,
      counterclaim or reduction of any kind) an amount equal to its Pro Rata
      share of the amount of Revolver Loans deemed requested in immediately
      available funds not later than 3:00 p.m. on such Settlement Date. Each
      Lender's obligation to make such deposit with Agent shall be absolute and
      unconditional, without defense, offset, counterclaim or other defense, and
      without regard to whether any of the conditions precedent set forth in
      SECTION 11 hereof are satisfied, any Out-of-Formula Condition exists or
      the Commitment Termination Date has occurred. If, as the result of the
      commencement by or against Borrowers of any Insolvency Proceeding or
      otherwise, any Swingline Loan may not be repaid by the funding by Lenders
      of Revolver Loans, then each Lender (other than BofA) shall be deemed to
      have purchased a participating interest in any unpaid Swingline Loan in an
      amount equal to such Lender's Pro Rata share of such Swingline Loan and
      shall transfer to BofA, in immediately available funds not later than the
      second Business Day after BofA's request therefor, the amount of such
      Lender's participation. The proceeds of Swingline Loans may be used solely
      for purposes for which Revolver Loans generally may be used in accordance
      with SECTION 2.1.3 hereof. If any amounts received by BofA in respect of
      any Swingline Loans are later required to be returned or repaid by BofA to
      Borrowers or any other Obligor or their respective representatives or
      successors-in-interest, whether by court order, settlement or otherwise,
      the other Lenders shall, upon demand by BofA with notice to Agent, pay to
      Agent for the account of BofA, an amount equal to each other Lender's Pro
      Rata share of all such amounts required to be returned or repaid.

            4.1.4. Disbursement Authorization. Each Borrower hereby irrevocably
authorizes Agent to disburse the proceeds of each Revolver Loan requested by any
Borrower, or deemed to be requested pursuant to SECTION 4.1.1 or SECTION
4.1.3(ii), as follows: (i) the proceeds of each Revolver Loan requested under
SECTION 4.1.1(i) shall be disbursed by Agent in accordance with the terms of the
written disbursement letter from Borrowers in the case of the initial Borrowing,
and, in the case of each

                                      -54-


subsequent Borrowing, by wire transfer to such bank account of Borrowers as may
be agreed upon by Borrowers and Agent from time to time or elsewhere if pursuant
to a written direction from any Borrower that is approved by Agent; and (ii) the
proceeds of each Revolver Loan requested under SECTION 4.1.1(ii) or SECTION
4.1.3(ii) shall be disbursed by Agent by way of direct payment of the relevant
interest or other Obligation. Any Loan proceeds received by any Borrower or in
payment of any of the Obligations shall be deemed to have been received by all
Borrowers.

            4.1.5. Telephonic Notices. Each Borrower authorizes Agent and
Lenders to extend, convert or continue Loans, effect selections of Types of
Loans and transfer funds to or on behalf of Borrowers based on telephonic
notices or instructions from a Senior Officer or cash manager of MasTec whom
Agent or any Lender in good faith believes to be acting on behalf of Borrower
Agent or any Borrower. Borrowers shall confirm each such telephonic request for
a Borrowing or conversion or continuation of Loans by prompt delivery to Agent
of the required Notice of Borrowing or Notice of Conversion/Continuation, as
applicable, duly executed by an authorized officer of Borrower Agent. If the
written confirmation differs in any material respect from the action taken by
Agent or Lenders, the records of Agent and Lenders shall govern. Neither Agent
nor any Lender shall have any liability for any loss suffered by any Borrower as
a result of Agent's or any Lender's acting upon its understanding of telephonic
instructions or requests from a person believed in good faith by Agent or any
Lender to be a person authorized by a Borrower to give such instructions or to
make such requests on Borrowers' behalf.

      4.2. DEFAULTING LENDER. If any Lender shall, at any time, fail to make any
payment to Agent or BofA that is required hereunder, Agent may, but shall not be
required to, retain payments that would otherwise be made to such defaulting
Lender hereunder and apply such payments to such defaulting Lender's defaulted
obligations hereunder, at such time, and in such order, as Agent may elect in
its sole discretion. With respect to the payment of any funds from Agent to a
Lender or from a Lender to Agent, the party failing to make the full payment
when due pursuant to the terms hereof shall, upon demand by the other party, pay
such amount together with interest on such amount at the Federal Funds Rate. The
failure of any Lender to fund its portion of any Loan or payment in respect of
an LC Obligation shall not relieve any other Lender of its obligation, if any,
to fund its portion of the Revolver Loan or payment in respect of an LC
Obligation on the date of Borrowing, but no Lender shall be responsible for the
failure of any other Lender to make any Loan or payment in respect of an LC
Obligation to be made by such Lender on the date of any Borrowing. Solely as
among the Lenders and solely for purposes of voting or consenting to matters
with respect to any of the Loan Documents, Collateral or any Obligations and
determining a defaulting Lender's share of payments and proceeds of Collateral
pending such defaulting Lender's cure of its defaults hereunder, a defaulting
Lender shall not be deemed to be a "Lender" and such Lender's Commitment shall
be deemed to be zero (0). The provisions of this SECTION 4.2 shall be solely for
the benefit of Agent and Lenders and may not be enforced by Borrowers.

      4.3. SPECIAL PROVISIONS GOVERNING LIBOR LOANS.

            4.3.1. Number of LIBOR Loans. In no event may the number of LIBOR
Loans outstanding at any time to any Lender exceed 7.

            4.3.2. Minimum Amounts. Each Borrowing of LIBOR Loans pursuant to
SECTION 4.1.1(i), and each continuation of or conversion to LIBOR Loans pursuant
to SECTION 3.1.2 hereof, shall be in a minimum amount of $1,000,000 and integral
multiples of $100,000 in excess of that amount.

            4.3.3. LIBOR Lending Office. Each Lender's initial LIBOR Lending
Office is set forth opposite its name on the signature pages hereof. Each Lender
shall have the right at any time and from

                                      -55-


time to time to designate a different office of itself or of any Affiliate as
such Lender's LIBOR Lending Office, and to transfer any outstanding LIBOR Loans
to such LIBOR Lending Office. No such designation or transfer shall result in
any liability on the part of Borrowers for increased costs or expenses resulting
solely from such designation or transfer. Increased costs for expenses resulting
from a change in Applicable Law occurring subsequent to any such designation or
transfer shall be deemed not to result solely from such designation or transfer.

            4.3.4. Funding of LIBOR Loans. Each Lender may, if it so elects,
fulfill its obligation to make, continue or convert LIBOR Loans hereunder by
causing one of its foreign branches or Affiliates (or an international banking
facility created by such Lender) to make or maintain such LIBOR Loans; provided,
however, that such LIBOR Loans shall nonetheless be deemed to have been made and
to be held by such Lender, and the obligation of Borrowers to repay such LIBOR
Loans shall nevertheless be to such Lender for the account of such foreign
branch, Affiliate or international banking facility. The calculation of all
amounts payable to Lender under SECTION 3.7 and 3.10 shall be made as if each
Lender had actually funded or committed to fund its LIBOR Loan through the
purchase of an underlying deposit in an amount equal to the amount of such LIBOR
Loan and having a maturity comparable to the relevant Interest Period for such
LIBOR Loans; provided, however, each Lender may fund its LIBOR Loans in any
manner it deems fit and the foregoing presumption shall be utilized only for the
calculation of amounts payable under SECTION 3.7 and SECTION 3.10.

      4.4. BORROWER AGENT. Each Obligor hereby irrevocably appoints MasTec and
MasTec agrees to act under this Agreement, as the agent and representative of
itself and each other Obligor for all purposes under this Agreement (in such
capacity, "Borrower Agent"), including requesting Borrowings, selecting whether
any Loan or portion thereof is to bear interest as a Base Rate Loan or a LIBOR
Loan, and receiving account statements and other notices and communications to
Obligors (or any of them) from Agent. Agent may rely, and shall be fully
protected in relying, on any Notice of Borrowing, Notice of
Conversion/Continuation, disbursement instructions, reports, information,
Borrowing Base Certificate or any other notice or communication made or given by
Borrower Agent, whether in its own name, on behalf of any Obligor or on behalf
of "the Borrowers" or "the Obligors," and Agent shall have no obligation to make
any inquiry or request any confirmation from or on behalf of any other Borrower
as to the binding effect on such Obligor of any such Notice of Borrowing, Notice
of Conversion Continuation, instruction, report, information, Borrowing Base
Certificate or other notice or communication, nor shall the joint and several
character of Borrowers' liability for the Obligations be affected, provided that
the provisions of this SECTION 4.4 shall not be construed so as to preclude any
Borrower from directly requesting Borrowings or taking other actions permitted
to be taken by "a Borrower" hereunder. Agent may maintain a single Loan Account
in the name of "MasTec" hereunder, and each Borrower expressly agrees to such
arrangement and confirms that such arrangement shall have no effect on the joint
and several character of such Borrower's liability for the Obligations.

      4.5. ALL LOANS TO CONSTITUTE ONE OBLIGATION. The Loans and LC Obligations
shall constitute one general obligation of Borrowers and (unless otherwise
expressly provided in any Security Document) shall be secured by Agent's Lien
upon all of the Collateral; provided, however, that Agent and each Lender shall
be deemed to be a creditor of each Borrower and the holder of a separate claim
against each Borrower to the extent of any Obligations owed by Borrowers to
Agent or such Lender.

SECTION 5. PAYMENTS

      5.1. GENERAL PAYMENT PROVISIONS. All payments (including all prepayments)
of principal of and interest on the Loans, LC Obligations and other Obligations
that are payable to Agent or any Lender shall be made to Agent in Dollars
without any offset or counterclaim and free and clear of (and without deduction
for) any present or future Taxes, and, with respect to payments made other than
by application

                                      -56-


of balances in the Payment Account, in immediately available funds not later
than 12:00 noon on the due date (and payment made after such time on the due
date to be deemed to have been made on the next succeeding Business Day). All
payments received by Agent shall be distributed by Agent in accordance with this
Agreement, hereof, subject to the rights of offset that Agent may have as to
amounts otherwise to be remitted to a particular Lender by reason of amounts due
Agent from such Lender under any of the Loan Documents.

      5.2. REPAYMENT OF REVOLVER LOANS.

            5.2.1. Payment of Principal. The outstanding principal amounts with
respect to the Revolver Loans shall be repaid as follows:

                  (i) Any portion of the Revolver Loans consisting of the
      principal amount of Base Rate Loans shall be paid by Borrowers to Agent,
      for the Pro Rata benefit of Lenders (or, in the case of Swingline Loans,
      for the sole benefit of BofA) unless timely converted to a LIBOR Loan in
      accordance with this Agreement, immediately upon (a) each receipt by
      Agent, any Lender or Borrowers of any proceeds of any of the Accounts or
      other Collateral, to the extent of such proceeds, (b) the Commitment
      Termination Date, and (c) in the case of Swingline Loans, the earlier of
      BofA's demand for payment or on each Settlement Date with respect to all
      Swingline Loans outstanding on such date.

                  (ii) Any portion of the Revolver Loans consisting of the
      principal amount of LIBOR Loans shall be paid by Borrowers to Agent, for
      the Pro Rata benefit of Lenders, unless converted to a Base Rate Loan or
      continued as a LIBOR Loan in accordance with the terms of this Agreement,
      immediately upon (a) the last day of the Interest Period applicable
      thereto and (b) the Commitment Termination Date. In no event shall
      Borrowers be authorized to make a voluntary prepayment with respect to any
      Revolver Loan outstanding as a LIBOR Loan prior to the last day of the
      Interest Period applicable thereto unless (x) otherwise agreed in writing
      by Agent or Borrowers are otherwise expressly authorized or required by
      any other provision of this Agreement to pay any LIBOR Loan outstanding on
      a date other than the last day of the Interest Period applicable thereto,
      and (y) Borrowers pay to Agent, for the Pro Rata benefit of Lenders,
      concurrently with any prepayment of a LIBOR Loan, any amount due Agent and
      Lenders under SECTION 3.10 hereof as a consequence of such prepayment.
      Notwithstanding the foregoing provisions of this SECTION 5.2.1(ii), if, on
      any date that Agent receives proceeds of any of the Accounts or other
      Collateral, there are no Revolver Loans outstanding as Base Rate Loans,
      Agent may either hold such proceeds as cash security for the timely
      payment of the Obligations or apply such proceeds to any outstanding
      Revolver Loans bearing interest as LIBOR Loans as the same become due and
      payable (whether at the end of the applicable Interest Periods or on the
      Commitment Termination Date).

                  (iii) Notwithstanding anything to the contrary contained
      elsewhere in this Agreement, if an Out-of-Formula Condition shall exist,
      Borrowers shall, on the sooner to occur of Agent's demand or the first
      Business Day after any Borrower has obtained knowledge of such
      Out-of-Formula Condition, repay the outstanding Revolver Loans that are
      Base Rate Loans in an amount sufficient to reduce the aggregate unpaid
      principal amount of all Revolver Loans by an amount equal to such excess;
      and, if such payment of Base Rate Loans is not sufficient to eliminate the
      Out-of-Formula Condition, then Borrowers shall immediately deposit with
      Agent, for the Pro Rata benefit of Lenders, for application to any
      outstanding Revolver Loans bearing interest as LIBOR Loans as the same
      become due and payable (whether at the end of the applicable Interest
      Periods or on the Commitment Termination Date) cash in an amount
      sufficient to eliminate such Out-of-Formula Condition, and Agent may (a)
      hold such deposit as cash

                                      -57-


      security pending disbursement of same to Lenders for application to the
      Obligations, or (b) if a Default or Event of Default exists, immediately
      apply such proceeds to the payment of the Obligations, including the
      Revolver Loans outstanding as LIBOR Loans (in which event Borrowers shall
      also pay to Agent for the Pro Rata benefit of Lenders any amounts required
      by SECTION 3.10 to be paid by reason of the prepayment of a LIBOR Loan
      prior to the last day of the Interest Period applicable thereto).

            5.2.2. Payment of Interest. Interest accrued on the Revolver Loans
shall be due and payable on (i) the first day of each month (for the immediately
preceding month), computed through the last day of the preceding month, with
respect to any Revolver Loan (whether a Base Rate Loan or LIBOR Loan) and (ii)
the last day of the applicable Interest Period in the case of a LIBOR Loan.
Accrued interest shall also be paid by Borrowers on the Commitment Termination
Date. With respect to any Base Rate Loan converted into a LIBOR Loan pursuant to
SECTION 3.1.2 on a day when interest would not otherwise have been payable with
respect to such Base Rate Loan, accrued interest to the date of such conversion
on the amount of such Base Rate Loan so converted shall be paid on the
conversion date.

            5.2.3. Mandatory Prepayments. Borrowers shall pay the entire unpaid
principal balance of the Loans, and all accrued but unpaid interest thereon,
upon the Commitment Termination Date. Borrowers shall also prepay the Loans as
follows:

                  (i) Borrowers shall prepay the Loans in the amount of Net
      Disposition Proceeds from Permitted Asset Dispositions provided that Net
      Disposition Proceeds received from a Canadian Obligor shall be held by
      Agent as security for the payment of the Canadian Obligor Guarantee of
      such Canadian Obligor;

                  (ii) Borrowers shall prepay the Loans from the proceeds of
      insurance or condemnation awards paid in respect of any Equipment or Real
      Estate unless and to the extent Borrowers are authorized to use such
      proceeds pursuant to SECTION 8.1.2(ii); and

                  (iii) Borrowers shall prepay the Loans from the net proceeds
      received by any Borrower from any issuance of any Debt or Equity
      Interests.

Borrowers shall permanently reduce the Commitments on a Pro Rata basis by an
amount equal to any amount that would otherwise constitute "Excess Proceeds" as
defined in the Indenture and be required by the terms thereof to be applied to
the prepayment of the Subordinated Notes. To the extent necessary to comply with
the provisions of SECTION 5.2.1(iii) after giving effect to such reduction, the
Borrowers shall also prepay the Loans.

            5.2.4. Application of Prepayments. All distributions of prepayments
by Agent to Lenders shall be on a Pro Rata basis. Each Lender shall apply the
portion of a prepayment that is to be applied to principal installments first to
outstanding Base Rate Loans and then to any outstanding LIBOR Loans with the
shortest Interest Periods remaining; but if application to any LIBOR Loans would
cause the same to be paid prior to the end of an applicable Interest Period,
then, by prior written notice to Agent, Borrowers may elect as to such LIBOR
Loan to deliver cash to Agent in the amount of the required prepayment, to be
held by Agent as cash collateral until the end of the applicable Interest
Period, at which time Agent shall disburse such cash collateral to the affected
Lenders for application to such LIBOR Loans.

      5.3. RESERVED.

                                      -58-


      5.4. PAYMENT OF OTHER OBLIGATIONS. The balance of the Obligations
requiring the payment of money, including the LC Obligations and Extraordinary
Expenses incurred by Agent or any Lender, shall be repaid by Borrowers to Agent
for allocation among Agent and Lenders as provided in the Loan Documents, or, if
no date of payment is otherwise specified in the Loan Documents, ON DEMAND.

      5.5. MARSHALING; PAYMENTS SET ASIDE. None of Agent or Lenders shall be
under any obligation to marshal any assets in favor of Borrowers or any other
Obligor or against or in payment of any or all of the Obligations. To the extent
that Borrowers make a payment to Agent or Lenders or Agent or any Lender
receives payment from the proceeds of any Collateral or exercises its right of
setoff, and such payment or the proceeds of such Collateral or setoff (or any
part thereof) are subsequently invalidated, declared to be fraudulent or
preferential, set aside or required to be repaid to a trustee, receiver or any
other Person, then to the extent of any loss by Agent or Lenders, the
Obligations or part thereof originally intended to be satisfied, and all Liens,
rights and remedies therefor, shall be revived and continued in full force and
effect as if such payment or proceeds had not been made or received and any such
enforcement or setoff had not occurred. The provisions of the immediately
preceding sentence of this SECTION 5.5 shall survive any termination of the
Commitments and Full Payment of the Obligations.

      5.6. POST DEFAULT ALLOCATION OF PAYMENTS.

            5.6.1. Allocation. For so long as an Event of Default exists, all
monies to be applied to the Obligations, whether such monies represent voluntary
or mandatory payments or prepayments by one or more Obligors or are received
pursuant to demand for payment or realized from any disposition of Collateral
and irrespective of any designation by Borrowers of the Obligations intended to
be satisfied, shall be allocated among Agent and such of the Lenders as are
entitled thereto (and, with respect to monies allocated to Lenders, on a Pro
Rata basis unless otherwise provided herein): (i) first, to Agent to pay
principal and accrued interest on any portion of the Revolver Loans (including
Protective Advances) which Agent may have advanced on behalf of any Lender and
for which Agent has not been reimbursed by such Lender or Borrowers, until Full
Payment of all such Obligations; (ii) second, to BofA to pay the principal and
accrued interest on any portion of the Swingline Loans outstanding, to be shared
with Lenders that have acquired and paid for a participating interest in such
Swingline Loans, until Full Payment of all such Obligations; (iii) third, to the
extent that Issuing Bank has not received from any Participating Lender a
payment as required by SECTION 2.3.2 hereof, to Issuing Bank to pay all such
required payments from each Participating Lender, until Full Payment of all such
Obligations; (iv) fourth, to Agent to pay the amount of Extraordinary Expenses
(including Protective Advances) that have not been reimbursed to Agent by
Borrowers or Lenders, together with interest accrued thereon at the rate
applicable to Revolver Loans that are Base Rate Loans, until Full Payment of all
such Obligations; (v) fifth, to Agent to pay any Indemnified Amount that has not
been paid pursuant to any indemnity of Agent Indemnitees by any Obligor or to
pay amounts owing by Lenders to Agent Indemnities pursuant to SECTION 13.6, in
each case, together with interest accrued thereon at the rate applicable to
Revolver Loans that are Base Rate Loans, until Full Payment of all such
Obligations; (vi) sixth, to Agent to pay any fees due and payable to Agent,
until Full Payment of all such Obligations; (vii) seventh, to each Lender,
ratably, for any Indemnified Amount that such Lender has paid to Agent
Indemnitees pursuant to its indemnity of Agent Indemnitees and any Extraordinary
Expenses that such Lender has reimbursed to Agent or such Lender has incurred,
to the extent that such Lender has not been reimbursed by Obligors therefor;
(viii) eighth, to Issuing Bank to pay principal and interest with respect to LC
Obligations (or to the extent any of the LC Obligations are contingent and an
Event of Default then exists, deposited in the Cash Collateral Account to Cash
Collateralize the LC Obligations), which payment shall be shared with the
Participating Lenders in accordance with SECTION 2.3.2(iii) hereof; (ix) ninth,
to Lenders in payment of the unpaid principal and accrued interest in respect of
the Loans and other Obligations (excluding Banking Relationship Debt) then
outstanding, in such order of application as shall be designated by Agent
(acting at the direction or with the consent of the Required Lenders); and (x)
tenth, to Lenders and any

                                      -59-


Affiliates of Lenders, ratably, in payment of any Banking Relationship Debt owed
to such Persons and secured by the Collateral hereunder. For the avoidance of
doubt, to the extent constituting an Indemnified Amount, any indemnity,
guarantee or other payment made by Agent or any Lender as described in SECTION
3.4.2 with respect to Banking Relationship Debt shall be allocated to tenth
priority, above. The allocations set forth in this SECTION 5.6 are solely to
determine the rights and priorities of Agent and Lenders as among themselves and
may be changed by Agent and Lenders without notice to or the consent or approval
of any Borrower or any other Person.

            5.6.2. Erroneous Allocation. Agent shall not be liable for any
allocation or distribution of payments made by it in good faith and, if any such
allocation or distribution is subsequently determined to have been made in
error, the sole recourse of any Lender to which payment was due but not made
shall be to recover from the other Lenders any payment in excess of the amount
to which such other Lenders are determined to be entitled (and such other
Lenders hereby agree to return to such Lender any such erroneous payments
received by them).

      5.7. APPLICATION OF PAYMENTS AND COLLATERAL PROCEEDS. All Payment Items
received by Agent by 12:00 noon, on any Business Day shall be deemed received on
that Business Day. All Payment Items received by Agent after 12:00 noon, on any
Business Day shall be deemed received on the following Business Day. Each
Borrower irrevocably waives the right to direct the application of any and all
payments and Collateral proceeds at any time or times hereafter received by
Agent or any Lender from or on behalf of Borrowers, and each Borrower does
hereby irrevocably agree that Agent shall have the continuing exclusive right to
apply and reapply any and all such payments and Collateral proceeds received at
any time or times hereafter by Agent or its agent against the Obligations, in
such manner as Agent may deem advisable, notwithstanding any entry by Agent upon
any of its books and records; provided, however, that any payments or proceeds
of Collateral received by Agent on any date that an Event of Default does not
exist shall be applied in accordance with any provisions of this Agreement that
govern the application of such payment or proceeds. If, as the result of Agent's
collection of proceeds of Accounts and other Collateral as authorized by SECTION
8.2.6 a credit balance exists, such credit balance shall not accrue interest in
favor of Borrowers, but shall be available to Borrowers at any time or times for
so long as no Default or Event of Default exists. Agent may apply such credit
balance against any of the Obligations upon and after the occurrence of an Event
of Default in the manner specified in SECTION 5.6.1.

      5.8. LOAN ACCOUNTS; THE REGISTER; ACCOUNT STATED.

            5.8.1. Loan Accounts. Each Lender shall maintain in accordance with
its usual and customary practices an account or accounts (a "Loan Account")
evidencing the Debt of Borrowers to such Lender resulting from each Loan owing
to such Lender from time to time, including the amount of principal and interest
payable to such Lender from time to time hereunder and under each Note payable
to such Lender. Any failure of a Lender to record in the Loan Account, or any
error in doing so, shall not limit or otherwise affect the obligation of
Borrowers hereunder (or under any Note) to pay any amount owing hereunder to
such Lender.

            5.8.2. The Register. Agent shall maintain a register (the
"Register"), which shall include a master account and a subsidiary account for
each Lender and in which accounts (taken together) shall be recorded (i) the
date and amount of each Borrowing made hereunder, the Type of each Loan
comprising such Borrowing and any Interest Period applicable thereto, (ii) the
effective date and amount of each Assignment and Acceptance delivered to and
accepted by it and the parties thereto, (iii) the amount of any principal or
interest due and payable or to become due and payable from Borrowers to each
Lender hereunder or under the Notes, and (iv) the amount of any sum received by
Agent from Borrowers or any other Obligor and each Lender's Pro Rata share
thereof. The Register shall be available for inspection by Borrowers or any
Lender at the offices of Agent at any reasonable time and from time to

                                      -60-


time upon reasonable prior notice. Any failure of Agent to record in the
Register, or any error in doing so, shall not limit or otherwise affect the
obligation of Borrowers hereunder (or under any Note) to pay any amount owing
with respect to the Loans or provide the basis for any claim against Agent.

            5.8.3. Entries Binding. The entries made in the Register and each
Loan Account shall constitute rebuttably presumptive evidence of the information
contained therein; provided, however, that if a copy of information contained in
the Register or any Loan Account is provided to any Person, or any Person
inspects the Register or any Loan Account, at any time or from time to time,
then the information contained in the Register or the Loan Account, as
applicable, shall be conclusive and binding on such Person for all purposes
absent manifest error, unless such Person notifies Agent in writing within 30
days after such Person's receipt of such copy or such Person's inspection of the
Register or Loan Account of its intention to dispute the information contained
therein.

      5.9. GROSS UP FOR TAXES. If Obligors shall be required by Applicable Law
to withhold or deduct any Taxes from or in respect of any sum payable under this
Agreement or any of the other Loan Documents or Agent or any Lender shall be
liable to remit any such Taxes otherwise payable by Obligors, in either case,
(a) the sum payable to Agent or such Lender shall be increased as may be
necessary so that, after making all required withholding, remittances or
deductions, Agent or such Lender (as the case may be) receives an amount equal
to the sum it would have received had no such withholding, remittances or
deductions been made, (b) Obligors shall make such withholding or deductions,
and (c) Obligors shall pay the full amount withheld or deducted to the relevant
taxation authority or other authority in accordance with Applicable Law.

      5.10. WITHHOLDING TAX EXEMPTION. At least 5 Business Days prior to the
first date on which interest or fees are payable hereunder for the account of
any Foreign Lender, such Foreign Lender agrees that it will deliver to Borrowers
and Agent 2 duly completed copies of United States Internal Revenue Service Form
W-8BEN or W-8ECI (or any subsequent replacement substitute or form therefor),
certifying in either case that such Lender is entitled to receive payment under
this Agreement and its Note without deduction or withholding of any United
States federal income taxes. Each Foreign Lender which so delivers a Form W-8BEN
or W-8ECI further undertakes to deliver to Borrowers and Agent 2 additional
copies of such form (or a successor form) on or before the date that such form
expires (currently, 3 successive calendar years for Form W-8BEN and one calendar
year for Form W-8ECI) or becomes obsolete or after the occurrence of any event
requiring a change in the most form so delivered by it, and such amendments
thereto or extensions or renewals thereof as may be reasonably requested by
Borrowers or Agent, in each case, certifying that such Foreign Lender is
entitled to receive payments under this Agreement and its Notes without
deduction or withholding of any United States federal income taxes, unless an
event (including any change in treaty, law or regulation) has occurred prior to
the date on which any such delivery would otherwise be required that renders all
such forms inapplicable or that would prevent such Foreign Lender from duly
completing and delivering any such form with respect to it and such Lender
advises Borrowers and Agent that it is not capable of receiving payments without
any deduction or withholding of United States federal income taxes.

      5.11. Nature and Extent of Each Borrower's Liability.

            5.11.1. Joint and Several Liability. Each Borrower shall be liable
for, on a joint and several basis, and hereby guarantees the timely payment by
all other Borrowers of, all of the Loans and other Obligations, regardless of
which Borrower actually may have received the proceeds of any Loans or other
extensions of credit hereunder or the amount of such Loans received or the
manner in which Agent or any Lender accounts for such Loans or other extensions
of credit on its books and records, it being acknowledged and agreed that Loans
to any Borrower inure to the mutual benefit of all Borrowers and that Agent and
Lenders are relying on the joint and several liability of Borrowers in extending
the Loans

                                      -61-


and other financial accommodations hereunder. Each Borrower hereby
unconditionally and irrevocably agrees that upon default in the payment when due
(whether at stated maturity, by acceleration or otherwise) of any principal of,
or interest owed on, any of the Loans or other Obligations, such Borrower shall
forthwith pay the same, without notice or demand.

            5.11.2. Unconditional Nature of Liability. Each Borrower's joint and
several liability hereunder with respect to, and guaranty of, the Loans and
other Obligations shall, to the fullest extent permitted by Applicable Law, be
unconditional irrespective of (i) the validity, enforceability, avoidance or
subordination of any of the Obligations or of any promissory note or other
document evidencing all or any part of the Obligations, (ii) the absence of any
attempt to collect any of the Obligations from any other Obligor or any
Collateral or other security therefor, or the absence of any other action to
enforce the same, (iii) the waiver, consent, extension, forbearance or granting
of any indulgence by Agent or any Lender with respect to any provision of any
instrument evidencing or securing the payment of any of the Obligations, or any
other agreement now or hereafter executed by any other Borrower and delivered to
Agent or any Lender, (iv) the failure by Agent to take any steps to perfect or
maintain the perfected status of its security interest in or Lien upon, or to
preserve its rights to, any of the Collateral or other security for the payment
or performance of any of the Obligations or Agent's release of any Collateral or
of its Liens upon any Collateral, (v) Agent's or Lenders' election, in any
proceeding instituted under the Bankruptcy Code, for the application of Section
1111(b)(2) of the Bankruptcy Code or under the Bankruptcy and Insolvency Act
(Canada) or the Companies Creditors Arrangement Act (Canada), (vi) any borrowing
or grant of a security interest by any other Borrower, as debtor-in-possession
under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in
whole or in part, of the liability of any Obligor for the payment of any of the
Obligations, (viii) any amendment or modification of any of the Loan Documents
or any waiver of a Default or Event of Default, (ix) any increase in the amount
of the Obligations beyond any limits imposed herein or in the amount of any
interest, fees or other charges payable in connection therewith, or any decrease
in the same, (x) the disallowance of all or any portion of Agent's or any
Lender's claims against any other Obligor for the repayment of any of the
Obligations under Section 502 of the Bankruptcy Code or under the Bankruptcy and
Insolvency Act (Canada) or the Companies Creditors Arrangement Act (Canada), or
(xi) any other circumstance that might constitute a legal or equitable discharge
or defense of any Borrower. After the occurrence and during the continuance of
any Event of Default, Agent may proceed directly and at once, without notice to
any Obligor, against any or all of Obligors to collect and recover all or any
part of the Obligations, without first proceeding against any other Obligor or
against any Collateral or other security for the payment or performance of any
of the Obligations, and each Borrower waives any provision under Applicable Law
that might otherwise require Agent to pursue or exhaust its remedies against any
Collateral or Obligor before pursuing another Obligor. Each Borrower consents
and agrees that Agent shall be under no obligation to marshal any assets in
favor of any Obligor or against or in payment of any or all of the Obligations.

            5.11.3. No Reduction in Liability for Obligations. No payment or
payments made by an Obligor or received or collected by Agent from a Borrower or
any other Person by virtue of any action or proceeding or any setoff or
appropriation or application at any time or from time to time in reduction of or
in payment of the Obligations shall be deemed to modify, reduce, release or
otherwise affect the liability of any Borrower under this Agreement, each of
whom shall remain liable for the payment and performance of all Loans and other
Obligations until the Full Payment of the Obligations.

            5.11.4. Contribution. Each Borrower is unconditionally obligated to
repay the Obligations as a joint and several obligor under this Agreement. If,
as of any date, the aggregate amount of payments made by a Borrower on account
of the Obligations and proceeds of such Borrower's Collateral that are applied
to the Obligations exceeds the aggregate amount of Loan proceeds actually used
by such Borrower in its business (such excess amount being referred to as an
"Accommodation Payment"), then each of the other Borrowers (each such Borrower
being referred to as a

                                      -62-


"Contributing Borrower") shall be obligated to make contribution to such
Borrower (the "Paying Borrower") in an amount equal to (A) the product derived
by multiplying the sum of each Accommodation Payment of each Borrower by the
Allocable Percentage (as defined below) of the Borrower from whom contribution
is sought less (B) the amount, if any, of the then outstanding Accommodation
Payment of such Contributing Borrower (such last mentioned amount which is to be
subtracted from the aforesaid product to be increased by any amounts theretofore
paid by such Contributing Borrower by way of contribution hereunder, and to be
decreased by any amounts theretofore received by such Contributing Borrower by
way of contribution hereunder); provided, however, that a Paying Borrower's
recovery of contribution hereunder from the other Borrowers shall be limited to
that amount paid by the Paying Borrower in excess of its Allocable Percentage of
all Accommodation Payments then outstanding of all Borrowers. As used herein,
the term "Allocable Percentage" shall mean, on any date of determination
thereof, a fraction the denominator of which shall be equal to the number of
Borrowers who are parties to this Agreement on such date and the numerator of
which shall be 1; provided, however, that such percentages shall be modified in
the event that contribution from a Borrower is not possible by reason of
insolvency, bankruptcy or otherwise by reducing such Borrower's Allocable
Percentage equitably and by adjusting the Allocable Percentage of the other
Borrowers proportionately so that the Allocable Percentages of all Borrowers at
all times equals 100%.

            5.11.5. Subordination. Each Borrower hereby subordinates any claims,
including any right of payment, subrogation, contribution and indemnity, that it
may have from or against any other Obligor, and any successor or assign of any
other Obligor, including any trustee, receiver or debtor-in-possession,
howsoever arising, due or owing or whether heretofore, now or hereafter
existing, to the Full Payment of all of the Obligations.

SECTION 6. TERM AND TERMINATION OF COMMITMENTS

      6.1. TERM OF COMMITMENTS. Subject to each Lender's right to cease making
Loans and other extensions of credit to Borrowers when any Default or Event of
Default exists or upon termination of the Commitments as provided in SECTION 6.2
hereof, the Commitments shall be in effect for a period of 5 years from the date
hereof through the close of business on May 10, 2010 (the "Term") unless sooner
terminated as provided in SECTION 6.2.

      6.2. TERMINATION.

            6.2.1. Termination by Agent. Agent may (and upon the direction of
the Required Lenders, shall) terminate the Commitments without notice at any
time that an Event of Default exists; provided, however, that the Commitments
shall automatically terminate as provided in SECTION 12.2 hereof.

            6.2.2. Termination by Borrowers. Upon at least 90 days prior written
notice to Agent, Borrowers may, at their option, terminate the Commitments;
provided, however, no such termination by Borrowers shall be effective until
Full Payment of the Obligations. Any notice of termination given by Borrowers
shall be irrevocable unless Agent otherwise agrees in writing. Borrowers may
elect to terminate the Commitments in their entirety only provided that nothing
contained herein shall affect Borrowers' right to voluntarily reduce the
Revolver Commitments as provided in SECTION 2.2. No section of this Agreement,
Type of Loan available hereunder or Commitment may be terminated by Borrowers
singly.

            6.2.3. Reserved

            6.2.4. Effect of Termination. On the effective date of termination
of the Commitments

                                      -63-


by Agent or by Borrowers, all of the Obligations shall be immediately due and
payable, Lenders shall have no obligation to make any Loans and Issuing Bank
shall have no obligation to issue any Letters of Credit, and Lenders may
terminate any Bank Products (including any services or products under Cash
Management Agreements). All undertakings, agreements, covenants, warranties and
representations of Borrowers contained in the Loan Documents shall survive any
such termination and Agent shall retain its Liens in the Collateral and all of
its rights and remedies under the Loan Documents notwithstanding such
termination until Full Payment of the Obligations. Notwithstanding the Full
Payment of the Obligations, Agent shall not be required to terminate its Liens
in any of the Collateral unless, with respect to any loss or damage Agent may
incur as a result of the dishonor or return of any Payment Items applied to the
Obligations, Agent shall have received either (i) a written agreement, executed
by Borrowers and any Person deemed financially responsible by Agent whose loans
or other advances to Borrowers are used in whole or in part to satisfy the
Obligations, indemnifying Agent and Lenders from any such loss or damage; or
(ii) such monetary reserves and Liens on the Collateral for such period of time
as Agent, in its reasonable discretion, may deem necessary to protect Agent from
any such loss or damage. The provisions of SECTIONS 3.4, 3.7, 3.8, 3.10, 5.5,
5.9 and this SECTION 6.2.4 and all obligations of Borrowers to indemnify Agent
or any Lender pursuant to this Agreement or any of the other Loan Documents,
shall in all events survive any termination of the Commitments and Full Payment
of the Obligations.

SECTION 7. COLLATERAL

      7.1. GRANT OF SECURITY INTEREST. To secure the prompt payment and
performance of all of the Obligations, each Obligor hereby (i) confirms the
mortgage, pledge and assignment to Agent, for the benefit of the Secured Parties
of the Collateral under (and as defined in) the Existing Loan Agreement and the
other Loan Documents (as defined in the Existing Loan Agreement), and the
creation in favor of Agent, for the benefit of the Secured Parties, under the
Existing Loan Agreement and such other Loan Documents of a continuing Lien in
such Collateral, all as security for the Obligations, and (ii) grants to Agent,
for the benefit of Secured Parties, a continuing security interest in and Lien
upon the following Property and interests in Property of such Obligor, whether
now owned or existing or hereafter created, acquired or arising and wheresoever
located:

                  (i) all Accounts;

                  (ii) all Supporting Obligations

                  (iii) all Goods, including all Inventory and Equipment;

                  (iv) all Instruments;

                  (v) all Chattel Paper;

                  (vi) all Documents;

                  (vii) all General Intangibles, including Payment Intangibles,
      Software and Intellectual Property;

                  (viii) all Deposit Accounts (other than the Insurance Cash
      Collateral Accounts);

                  (ix) all Investment Property (but excluding any portion
      thereof that constitutes Margin Stock unless otherwise expressly provided
      in any Security Documents;

                                      -64-


                  (x) all Letter-of-Credit Rights;

                  (xi) all monies now or at any time or times hereafter in the
      possession or under the control of Agent or a Lender or a bailee or
      Affiliate of Agent or a Lender, including any Cash Collateral in the Cash
      Collateral Account;

                  (xii) all accessions to, substitutions for and all
      replacements, products and cash and non-cash proceeds of (i) through (xi)
      above, including proceeds of and unearned premiums with respect to
      insurance policies insuring any of the Collateral and claims against any
      Person for loss of, damage to or destruction of any of the Collateral; and

                  (xiii) all books and records (including customer lists, files,
      correspondence, tapes, computer programs, print-outs, and other computer
      materials and records) of such Borrower pertaining to any of (i) through
      (xii) above.

      7.2. LIEN ON DEPOSIT ACCOUNTS. As additional security for the payment and
performance of the Obligations, each Borrower hereby grants to Agent, for the
benefit of Secured Parties, a continuing security interest in and Lien upon all
of such Borrower's right, title and interest in and to each Deposit Account of
such Borrower (other than the Insurance Cash Collateral Account) and in and to
any deposits or other sums at any time credited to each such Deposit Account,
including any sums in any blocked account or any special lockbox account and in
the accounts in which sums are deposited. In connection with the foregoing, each
Borrower hereby authorizes and directs each such bank or other depository to pay
or deliver to Agent upon its written demand therefor made at any time that an
Event of Default exists and without further notice to such Borrower (such notice
being hereby expressly waived), all balances in each such Deposit Account
maintained by such Borrower with such depository for application to the
Obligations then outstanding, and the rights given Agent in this Section shall
be cumulative with and in addition to Agent's other rights and remedies in
regard to the foregoing Property as proceeds of Collateral. Each Borrower hereby
irrevocably appoints Agent as such Borrower's attorney-in-fact to collect any
and all such balances to the extent any such payment is not made to Agent by
such bank or other depository after demand thereon is made by Agent pursuant
hereto.

      7.3. REAL ESTATE COLLATERAL.

            7.3.1. Lien on Real Estate. The due and punctual payment and
performance of the Obligations shall also be secured by the Lien created by the
Mortgages upon all Real Estate of each Borrower described therein. The Mortgages
shall be executed by Borrowers in favor of Agent (for the benefit of Secured
Parties) as provided in this Agreement and shall be duly recorded, at Borrowers'
expense, in each office where such recording is required to constitute a fully
perfected Lien upon the Real Estate covered thereby. Promptly after any
Borrower's obtaining any interest in any Real Estate, Borrowers shall execute
and deliver to Agent, for the benefit of Secured Parties, a Mortgage sufficient
to convey and perfect, upon recordation thereof in the proper real estate
records, in favor of Agent a first priority Lien upon such interest as security
for the payment or performance of the Obligations.

            7.3.2. Collateral Assignment of Leases. To further secure to the
prompt payment and performance of the Obligations, each Borrower hereby grants,
transfers and assigns to Agent, for the benefit of Secured Parties, and hereby
grants to Agent, for the benefit of Secured Parties, a security interest in and
Lien upon all of such Borrower's right, title and interest in, to and under all
now or hereafter existing leases of real Property to which such Borrower is a
party, whether as lessor or lessee, and all extensions, renewals and
modifications thereof.

      7.4. OTHER COLLATERAL.

                                      -65-


            7.4.1. Cash Collateral. In addition to the items of Property
referred to in SECTION 7.1 above, the Obligations shall also be secured by the
Cash Collateral to the extent provided herein and all of the other items of
Property from time to time described in any of the Security Documents as
security for any of the Obligations, including all of the Collateral described
in the Canadian Security Agreement.

            7.4.2. Commercial Tort Claims. Obligors shall promptly notify Agent
in writing upon any Obligor's obtaining a Commercial Tort Claim (other than, for
so long as no Default or Event of Default exists, a Commercial Tort Claim that
is less than $100,000) after the Closing Date against any Person and, upon
Agent's written request, promptly execute such instruments or agreements and do
such other acts or things deemed appropriate by Agent to confer upon Agent (for
the benefit of Secured Parties) a security interest in each such Commercial Tort
Claim.

            7.4.3. Certain After-Acquired Collateral. Obligors shall promptly
notify Agent in writing upon any Obligor's obtaining any Collateral after the
Closing Date consisting of Deposit Accounts, Investment Property,
Letter-of-Credit Rights, Chattel Paper or Intellectual Property consisting of
registered trademarks or patents, and, upon Agent's request, shall promptly
execute such documents and do such other acts or things deemed appropriate by
Agent to confer upon Agent a duly perfected, first priority Lien upon, and (to
the extent applicable for perfection of a Lien) control with respect to such
Collateral; promptly notify Agent in writing upon any Borrower's obtaining any
Collateral after the Closing Date consisting of Documents or Instruments and,
upon Agent's request, shall promptly execute such documents and do such other
acts or things deemed appropriate by Agent to deliver to Agent possession of
such Documents as are negotiable and such Instruments, and, with respect to
non-negotiable Documents, to have such non-negotiable Documents issued in the
name of Agent; and with respect to Collateral in the possession of a third
party, other than certificated securities and Goods covered by a Document, such
Borrower shall obtain an acknowledgment from the third party that is in
possession of such Collateral that such third party holds the Collateral for the
benefit of Agent.

      7.5. NO ASSUMPTION OF LIABILITY. The security interest granted pursuant to
this Agreement is granted as security only and shall not subject Agent or any
Lender to, or in any way alter or modify, any obligation or liability of
Borrowers with respect to or arising out of the Collateral.

      7.6. LIEN PERFECTION; FURTHER ASSURANCES. Promptly after Agent's request
therefor, Obligors shall execute or cause to be executed and deliver to Agent
such instruments, assignments, title certificates or other documents as are
necessary under the UCC, the PPSA or other Applicable Law (including any motor
vehicle certificates of title act) to perfect (or continue the perfection of)
Agent's Lien upon the Collateral and shall take such other action as may be
requested by Agent to give effect to or carry out the intent and purposes of
this Agreement. Unless prohibited by Applicable Law, each Obligor hereby
irrevocably authorizes Agent to execute and file in any jurisdiction any
financing statement or amendment thereto on such Obligor's behalf, including
financing statements that indicate the Collateral (i) as all assets or all
personal property of such Obligor or words to similar effect or (ii) as being of
equal or lesser scope, or with greater or lesser detail, than as set forth in
this SECTION 7. Each Obligor also hereby ratifies its authorization for Agent to
have filed in any jurisdiction any like financing statement (or equivalent
document in any applicable jurisdiction) or amendment thereto if filed prior to
the date hereof. The parties agree that, to the extent permitted by Applicable
Law, a carbon, photographic or other reproduction of this Agreement shall be
sufficient as a financing statement and may be filed in any appropriate office
in lieu thereof.

      7.7. FOREIGN SUBSIDIARY STOCK. Notwithstanding anything to the contrary
set forth in SECTION 7.1 above, the types or items of Collateral described in
such Section shall include only sixty-six percent (66%) of the Equity Interests
of any Foreign Subsidiary, and shall not include the Equity Interests

                                      -66-


in any Foreign Subsidiary in existence on the date of this Agreement that is
organized under the laws of any jurisdiction other than Canada or a province of
Canada and that is listed on SCHEDULE 7.7 hereto.

SECTION 8. COLLATERAL ADMINISTRATION

      8.1. GENERAL PROVISIONS.

            8.1.1. Location of Collateral. All tangible items of Collateral,
other than Inventory in transit, shall at all times be kept by Obligors at one
or more of the business locations of Obligors set forth in SCHEDULE 8.1.1 hereto
and shall not be moved therefrom, except that in the absence of an Event of
Default and acceleration of the maturity of the Obligations in consequence
thereof, Obligors may (i) make sales or other dispositions of any Collateral to
the extent authorized by SECTION 10.2.10 hereof and (ii) move Inventory or
Equipment or any record relating to any Collateral to a location in the United
States or Canada other than those shown on SCHEDULE 8.1.1 hereto so long as (a)
Obligors have given Agent written notice of each such new location by the last
day of the Fiscal Quarter in which any Inventory or Equipment were moved to such
location, (b) prior to moving any Inventory or Equipment to such location there
have been filed any UCC or PPSA financing statements and any other appropriate
documentation necessary to perfect or continue the perfection of Agent's first
priority Liens with respect to such Inventory or Equipment, and (c) the
aggregate fair market value or book value, whichever is more, of the Inventory
and Equipment moved to Canada from the United States after the date of this
Agreement does not exceed $1,000,000. Notwithstanding anything to the contrary
contained in this Agreement, no Obligor shall be permitted to keep, store or
otherwise maintain any Collateral at any location (including any location
described in SECTION 8.1.1), unless (i) an Obligor is the owner of such
location, (ii) an Obligor leases such location and the landlord has executed in
favor of Agent a Lien Waiver, or (iii) the Collateral consists of Inventory
placed with a warehouseman, bailee or processor, Agent has received from such
warehouseman, bailee or processor an acceptable Lien Waiver and an appropriate
UCC or PPSA financing statement has been filed with the appropriate Governmental
Authority in the jurisdiction where such warehouseman, bailee or processor is
located in order to perfect, or to maintain the uninterrupted perfection of,
Agent's security interest in such Inventory.

            8.1.2. Insurance of Collateral; Condemnation Proceeds.

                  (i) Each Obligor shall maintain and pay for insurance upon all
      Collateral, wherever located, covering casualty, hazard, public liability,
      theft, malicious mischief, and such other risks in such amounts and with
      such insurance companies as are reasonably satisfactory to Agent. SCHEDULE
      8.1.2 describes all insurance of Obligors in effect on the date hereof.
      All proceeds payable under each such policy shall be payable to Agent for
      application to the Obligations. Obligors shall deliver the certified
      copies of such policies to Agent with satisfactory lender's loss payable
      endorsements reasonably satisfactory to Agent naming Agent as sole loss
      payee, assignee or additional insured, as appropriate. Each policy of
      insurance or endorsement shall contain a clause requiring the insurer to
      give not less than 30 days prior written notice to Agent in the event of
      cancellation of the policy for any reason whatsoever and a clause
      specifying that the interest of Agent shall not be impaired or invalidated
      by any act or neglect of any Obligor or the owner of the Property or by
      the occupation of the premises for purposes more hazardous than are
      permitted by said policy. If any Obligor fails to provide and pay for such
      insurance, Agent may, at its option, but shall not be required to, procure
      the same and charge Obligors therefor. Each Obligor agrees to deliver to
      Agent, promptly as rendered, true copies of all reports made in any
      reporting forms to insurance companies. For so long as no Event of Default
      exists, each Obligor shall have the right to settle, adjust and compromise
      any claim with respect to any insurance maintained by such Obligor
      provided that all proceeds thereof are applied in the manner specified in
      this Agreement, and Agent shall promptly provide any

                                      -67-


      necessary endorsement to any checks or drafts issued in payment of any
      such claim. At any time that an Event of Default exists, only Agent shall
      be authorized to settle, adjust and compromise such claims, Agent shall
      have all rights and remedies with respect to such policies of insurance as
      are provided for in this Agreement and the other Loan Documents.

                  (ii) Any proceeds of insurance referred to in this SECTION
      8.1.2 and any condemnation awards that are paid to Agent in connection
      with a condemnation of any of the Collateral shall be paid to Agent and
      applied to any Obligations outstanding as Agent shall determine (or, with
      respect to insurance proceeds paid to Agent in connection with Collateral
      of a Canadian Obligor, held by Agent as security for the payment of the
      Canadian Obligor Guarantee of such Canadian Obligor); provided, however,
      that if an Event of Default exists on the date of Agent's receipt thereof,
      Agent shall apply such proceeds (other than insurance proceeds with
      respect to Collateral of a Canadian Obligor) to the Obligations in the
      order of application provided in SECTION 5.6.1 (or, in the case of
      insurance proceeds with respect to Collateral of a Canadian Obligor Agent
      shall hold such proceeds as security for the payment of the Canadian
      Obligor Guarantee of such Canadian Obligor). Notwithstanding the
      foregoing, if requested by Borrowers in writing within 5 days after
      Agent's receipt of insurance proceeds relating to any loss or destruction
      of Equipment or Real Estate (during which 5-day period, Agent shall hold
      such proceeds as security for, but without application to, the Obligations
      unless a Default or Event of Default exists) and if no Material Adverse
      Effect could reasonably be expected to result from any insured loss with
      respect to such Collateral, Agent shall allow Borrowers to use proceeds of
      insurance to repair or replace any damaged or destroyed Equipment or Real
      Estate so long as (1) no Default or Event of Default exists, (2) such
      repair or replacement is promptly undertaken and concluded, (3)
      replacements of buildings are constructed on the sites of the original
      casualties and are of comparable size, and quality and utility to the
      destroyed buildings, (4) the repaired or replaced Property is at all times
      free and clear of Liens other than Permitted Liens that are not Purchase
      Money Liens, (5) Borrowers comply with such disbursement procedures for
      such proceeds as Agent may reasonably impose for repair or replacement,
      and (6) the amount of proceeds from any single casualty affecting
      Equipment or Real Estate does not exceed $1,000,000.

            8.1.3. Protection of Collateral. All expenses of protecting,
storing, warehousing, insuring, handling, maintaining and shipping any
Collateral, all Taxes imposed under any Applicable Law on any of the Collateral
or in respect of the sale thereof, and all other payments required to be made by
Agent to any Person to realize upon any Collateral shall be borne and paid by
Obligors. Agent shall not be liable or responsible in any way for the
safekeeping of any of the Collateral or for any loss or damage thereto (except
for reasonable care in the custody thereof while any Collateral is in Agent's
actual possession) or for any diminution in the value thereof, or for any act or
default of any warehouseman, carrier, forwarding agency, or other Person
whomsoever, but the same shall be at Borrowers' sole risk.

            8.1.4. Defense of Title to Collateral. Each Obligor shall at all
times defend such Obligor's title to the Collateral and Agent's Liens therein
against all Persons and all claims and demands whatsoever other than Permitted
Liens.

      8.2. ADMINISTRATION OF ACCOUNTS.

            8.2.1. Records and Schedules of Accounts. Each Obligor shall keep
accurate and complete records of its Accounts and all payments and collections
thereon and shall submit to Agent on such periodic basis as Agent shall request
a sales and collections report for the preceding period, in form satisfactory to
Agent. Each Obligor shall also provide to Agent on or before the 25th day of
each month, a summary aging of all Accounts existing and lists specifying the
names, outstanding face amounts of

                                      -68-


Accounts of the 10 Account Debtors owing the largest amounts of Accounts and of
the 10 largest Approved Account Debtors, all as of the last day of such
preceding month (collectively, the "Schedule of Accounts"). Each Obligor shall
also provide to Agent, upon Agent's request therefor, a detailed aged trial
balance for all Accounts specifying the names, addresses, face value and dates
of invoices and due dates for each Account Debtor on an Account so listed and
copies of proof of delivery of Inventory and a copy of all documents, including
repayment histories and present status reports relating to the Accounts on the
Schedule of Accounts or the detailed aged trail balance and such other matters
and information relating to the status of then existing Accounts as Agent shall
reasonably request. In addition, if Accounts in an aggregate face amount in
excess of $5,000,000 shall cease to be Eligible Accounts in whole or in part,
Obligors shall notify Agent of such occurrence promptly (and in any event within
2 Business Days) after any Obligor's having obtained knowledge of such
occurrence and the Borrowing Base shall thereupon be adjusted to reflect such
occurrence. Each Obligor shall deliver to Agent copies of invoices or invoice
registers related to all of its Accounts.

            8.2.2. Discounts, Disputes and Returns. If any Obligor grants any
discounts, allowances or credits that are not shown on the face of the invoice
for the Account involved, such Obligor shall report such discounts, allowances
or credits, as the case may be to Agent as part of the next required Schedule of
Accounts. If any amounts due and owing in excess of $2,500,000 are in dispute
between any Obligor and any Account Debtor, or if any returns are made in excess
of $2,500,000 with respect to any Accounts owing from an Account Debtor, such
Obligor shall provide Agent with written notice thereof at the time of
submission of the next Schedule of Accounts, explaining in detail the reason for
the dispute or return, all claims related thereto and the amount in controversy.
At any time an Event of Default exists, Agent shall have the right to settle or
adjust all disputes and claims directly with the Account Debtor and to
compromise the amount or extend the time for payment of any Accounts comprising
a part of the Collateral upon such terms and conditions as Agent may deem
advisable, and to charge the deficiencies, costs and expenses thereof, including
attorneys' fees, to Borrowers.

            8.2.3. Taxes. If an Account of any Obligor includes a charge for any
Taxes payable to any Governmental Authority, Agent is authorized, in its sole
discretion, to pay the amount thereof to the proper taxing authority for the
account of such Obligor and to charge Borrowers therefor; provided, however,
that neither Agent nor Lenders shall be liable for any Taxes that may be due by
Obligors.

            8.2.4. Account Verification. Whether or not a Default or an Event of
Default exists, Agent shall have the right at any time, in the name of Agent,
any designee of Agent or any Obligor to verify the validity, amount or any other
matter relating to any Accounts of such Obligor by mail, telephone, telegraph or
otherwise. Obligors shall cooperate fully with Agent in an effort to facilitate
and promptly conclude any such verification process.

            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 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

                                      -69-


      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 Availability is less than $20,000,000 or 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 (ii)
      Availability is not less than $20,000,000, 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 $20,000,000, 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.

            8.2.6. Collection of Accounts and Proceeds of Collateral. To
expedite collection of Accounts, each Obligor shall endeavor, at such Obligor's
expense, in the first instance to make collection of such Obligor's Accounts for
Agent and Lenders and, in connection therewith, shall use commercially
reasonable efforts to keep in full force and effect any Supporting Obligation or
collateral security relating to each such Account. Obligors shall (i) request in
writing and otherwise take such reasonable steps to ensure that all Account
Debtors forward payment directly to the Controlled Accounts (or, with respect to
Obligors other than the Canadian Obligors, after the occurrence of a Trigger
Event, to the Dominion Account or to Lockboxes related to the Dominion Account),
and (ii) deposit and cause its Subsidiaries to deposit or cause to be deposited
promptly, and in any event no later than the first Business Day after the date
of receipt thereof, all cash, checks, drafts or other similar items of payment
relating to or constituting payments made in respect of any and all Collateral
(whether or not otherwise delivered to a Lockbox) into a Controlled Account (or,
with respect to Obligors other than the Canadian Obligors, after the occurrence
of a Trigger Event, into the Dominion Account). Obligors shall issue to each
Lockbox bank an irrevocable letter of instruction directing such bank to deposit
all payments or other remittances received in the Lockbox to a Controlled
Account (or, after the occurrence of a Trigger Event, to the Dominion Account,
with respect to remittances received in a Borrower's Lockbox, or to the
Borrowers' Controlled Account, with respect to remittances received in a
Canadian Obligor's Lockbox). All Payment Items received by any Obligor in
respect of its Accounts, together with the proceeds of any other Collateral,
shall be held by such Obligor as trustee of an express trust for Agent's and
Lenders' benefit; such Obligor shall immediately deposit same in kind in a
Controlled Account (or, after the occurrence of a Trigger

                                      -70-


Event with respect to Payment Items received by an Obligor other than a Canadian
Obligor, in the Dominion Account); and Agent may remit such proceeds received in
the Dominion Account to Lenders for application to the Obligations in the manner
authorized by this Agreement. Agent retains the right at all times that a
Default or an Event of Default exists to notify Account Debtors of any Obligor
that Accounts have been assigned to Agent and to collect Accounts directly in
its own name and to charge to Obligors the collection costs and expenses
incurred by Agent, including reasonable attorneys' fees.

      8.3. ADMINISTRATION OF INVENTORY.

            8.3.1. Records and Reports of Inventory. Each Obligor shall keep
accurate and complete records of its Inventory (including records showing the
cost thereof and daily withdrawals therefrom and additions thereto) and shall
furnish Agent inventory reports respecting such Inventory in form and detail
satisfactory to Agent at such times as Agent may request, but so long as no
Default or Event of Default exists, no more frequently than once each week. Each
Obligor shall, at its own expense, conduct a physical inventory no less
frequently than annually (and on a more frequent basis if requested by Agent
when an Event of Default exists) and periodic cycle counts consistent with such
Obligor's historical practices and shall provide to Agent a report based on each
such physical inventory and cycle count promptly after completion thereof,
together with such supporting information as Agent shall request. Agent may
participate in and observe each physical count or inventory, which participation
shall be at Borrowers' expense at any time that an Event of Default exists.

            8.3.2. Returns of Inventory. No Obligor shall return any of its
Inventory to a supplier or vendor thereof, or any other Person, whether for
cash, credit against future purchases or then existing payables, or otherwise,
unless (i) such return is in the Ordinary Course of Business of such Obligor and
such Person; (ii) no Default or Event of Default exists or would result
therefrom; (iii) such Obligor promptly notifies Agent thereof if the aggregate
value (calculated on the basis of the lower of cost or market, with the cost
calculated on a first-in, first-out basis in accordance with GAAP) of all
Inventory returned in any month exceeds $2,500,000; and (iv) any payments
received by such Obligor in connection with any such return are promptly turned
over to Agent for application to the Obligations.

            8.3.3. Acquisitions and Sale of Inventory. No Obligor shall acquire
or accept any Inventory on consignment or approval and will use its best efforts
to insure that all Inventory that is produced in the United States of America
will be produced in accordance with the FLSA. No Obligor shall sell any
Inventory to any customer on approval or any other basis upon which the customer
has a right to return or obligates any Obligor to repurchase such Inventory.

            8.3.4. Maintenance of Inventory. Obligors shall produce, use, store
and maintain all Inventory with all reasonable care and caution in accordance
with applicable standards of any insurance and in conformity with Applicable Law
(including the requirements of the FLSA) and will maintain current rent payments
(within applicable grace periods provided for in leases) at all locations at
which any Inventory is maintained or stored.

      8.4. ADMINISTRATION OF EQUIPMENT.

            8.4.1. Records and Schedules of Equipment. Each Obligor shall keep
accurate records itemizing and describing the kind, type, quality, quantity and
cost of its Equipment and all dispositions made in accordance with SECTION 8.4.2
hereof, and shall furnish Agent with a current schedule containing the foregoing
information on at least an annual basis and more often if requested by Agent.
Promptly after request therefor by Agent, Obligors shall deliver to Agent any
and all evidence of ownership, if any, of any of the Equipment.

                                      -71-


            8.4.2. Dispositions of Equipment. No Obligor shall sell, lease or
otherwise dispose of or transfer any of the Equipment or any part thereof,
whether in a single transaction or a series of related transactions, without the
prior written consent of Agent (acting at the direction of the Required
Lenders), other than (i) a disposition of Equipment that qualifies as a
Permitted Asset Disposition and (ii) a replacement of Equipment that is
substantially worn, damaged or obsolete with Equipment of like kind, function
and value, provided that the replacement Equipment shall be acquired prior to or
concurrently with any disposition of the Equipment that is to be replaced, the
replacement Equipment shall be free and clear of Liens other than Permitted
Liens that are not Purchase Money Liens, and Obligors shall have given Agent at
least 10 days prior written notice of such disposition.

            8.4.3. Condition of Equipment. The Equipment is in good operating
condition and repair, and all necessary replacements of and repairs thereto
shall be made so that the value and operating efficiency of the Equipment shall
be maintained and preserved, reasonable wear and tear excepted. Each Obligor
shall ensure that the Equipment shall be mechanically and structurally sound,
capable of performing the functions for which the Equipment was originally
designed, in accordance with the manufacturer's published and recommended
specifications. No Obligor shall permit any of the Equipment to become affixed
to any real Property leased to such Obligor so that an interest arises therein
under the real estate laws of the applicable jurisdiction unless the landlord of
such real Property has executed a Lien Waiver in favor of and in form acceptable
to Agent, and no Obligor will permit any of the Equipment to become an accession
to any personal Property that is subject to a Lien unless the Lien is a
Permitted Lien.

            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 the Availability
either (a) is less than $20,000,000 for any period of 30 consecutive calendar
days, or (b) averages less than $10,000,000 for any period of 5 consecutive days
(whether or not a Default or Event of Default then exists), 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.

      8.5. ADMINISTRATION OF DEPOSIT ACCOUNTS. Each Obligor represents that, as
of the Closing Date, SCHEDULE 8.5 sets forth all of the Deposit Accounts
maintained by each Obligor, including Deposit Accounts into which all Payment
Items relating to any Collateral will be deposited; each Obligor is the sole
account holder of each such Deposit Account and is not aware of any Person
(other than Agent) having either sole dominion or control (within the meaning of
Section 9-104 of the UCC) over any such Deposit Account or any property
deposited therein (other than any such control that has been released or

                                      -72-


terminated on or before the Closing Date) and control arising by operation of
law in favor the depository bank in which such Deposit Account is maintained.

      8.6. BORROWING BASE CERTIFICATES. On the Closing Date and on or before the
25th day of each month after the Closing Date, Borrowers shall deliver to Agent
(and Agent shall, promptly deliver to each Lender) a Borrowing Base Certificate
prepared as of the close of business on the last day of the preceding month, and
at such other times as Agent may request. All calculations of Availability in
connection with any Borrowing Base Certificate shall originally be made by
Borrowers and certified by a Senior Officer to Agent, provided that Agent shall
have the right to review and adjust, in the exercise of its credit judgment, any
such calculation (i) to reflect its reasonable estimate of declines in value of
any of the Collateral described therein or any disposition of Collateral and
(ii) to the extent that such calculation is not in accordance with this
Agreement or does not accurately reflect the amount of the Availability Reserve.
In no event shall the Borrowing Base on any date be deemed to exceed the amount
of the Borrowing Base shown on the Borrowing Base Certificate last received by
Agent prior to such date, as the calculation in such Borrowing Base Certificate
may be adjusted from time to time by Agent as herein authorized.

SECTION 9. REPRESENTATIONS AND WARRANTIES

      9.1. GENERAL REPRESENTATIONS AND WARRANTIES. To induce Agent, Syndication
Agent and Lenders to enter into this Agreement and to make available the
Commitments, each Obligor warrants and represents to Agent and Lenders that:

            9.1.1. Organization and Qualification. Each Obligor and each of its
Subsidiaries is an entity duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization. Each Obligor and each of
its Subsidiaries is duly qualified and is authorized to do business and is in
good standing as a foreign corporation in each state or jurisdiction listed on
SCHEDULE 9.1.1 hereto and in all other states and jurisdictions in which the
failure of such Obligor or any of such Subsidiaries to be so qualified would
have a Material Adverse Effect.

            9.1.2. Power and Authority. Each Obligor and each of its
Subsidiaries is duly authorized and has the corporate, limited liability or
other entity power, as the case may be, to enter into, execute, deliver and
perform this Agreement and each of the other Loan Documents to which it is a
party. The execution, delivery and performance of this Agreement and each of the
other Loan Documents have been duly authorized by all necessary entity action
and do not and will not (i) require any consent or approval of any of the
holders of the Equity Interests of any Obligor or any of its Subsidiaries other
than those obtained on or prior to the date hereof; (ii) contravene the Organic
Documents of any Obligor or any of its Subsidiaries; (iii) violate, or cause any
Obligor or any of its Subsidiaries to be in default under, any provision of any
Applicable Law, order, writ, judgment, injunction, decree, determination or
award in effect having applicability to any Obligor or any of its Subsidiaries,
in each case where such violation or default could reasonably be expected to
have a Material Adverse Effect; (iv) result in a breach of or constitute a
default under any indenture or loan or credit agreement or any other agreement,
lease or instrument to which any Obligor or any of its Subsidiaries is a party
or by which it or its Properties may be bound or affected; or (v) result in, or
require, the creation or imposition of any Lien (other than Permitted Liens)
upon or with respect to any of the Properties now owned or hereafter acquired by
any Obligor or any of its Subsidiaries.

            9.1.3. Legally Enforceable Agreement. This Agreement is, and each of
the other Loan Documents when delivered under this Agreement will be, a legal,
valid and binding obligation of each Obligor and each of its Subsidiaries
signatories thereto enforceable against them in accordance with the respective
terms of such Loan Documents, except as the enforceability thereof may be
limited by

                                      -73-



bankruptcy, insolvency or other similar laws of general application affecting
the enforcement of creditors' rights.

            9.1.4. Capital Structure. As of the date hereof, SCHEDULE 9.1.4
hereto states (i) the correct name of each Obligor, its jurisdiction of
formation and the percentage of its Equity Interests having voting powers owned
by each Person, (ii) the name of each Obligor's corporate Affiliates and the
nature of the affiliation and (iii) the number of authorized and issued Equity
Interests (and treasury shares) of each Obligor and its Subsidiaries. Each
Obligor has good title to all of the shares it purports to own of the Equity
Interests of each of its Subsidiaries, free and clear in each case of any Lien
other than Permitted Liens. All such Equity Interests have been duly issued and
are fully paid and non-assessable. Since the date of the financial statements of
Borrowers referred to in SECTION 9.1.9 hereof, no Borrower has made, or
obligated itself to make, any Distribution. There are no outstanding options to
purchase, or any rights or warrants to subscribe for, or any commitments or
agreements to issue or sell, or any Equity Interests or obligations convertible
into, or any powers of attorney relating to, shares of the capital stock of any
Obligor or any of its Subsidiaries. Except as set forth on SCHEDULE 9.1.4
hereto, there are no outstanding agreements or instruments binding upon the
holders of any Obligor's Equity Interests relating to the ownership of its
Equity Interests.

            9.1.5. Corporate Names. During the 5-year period preceding the date
of this Agreement, no Obligor nor any of its Subsidiaries has been known as or
used any corporate, fictitious or trade names except those listed on SCHEDULE
9.1.5 hereto. Except as set forth on SCHEDULE 9.1.5, no Obligor nor any of its
Subsidiaries has been the surviving corporation of a merger or consolidation or
acquired all or substantially all of the assets of any Person.

            9.1.6. Business Locations; Agent for Process. As of the date hereof,
the chief executive office and other places of business of each Obligor and its
Subsidiaries are as listed on SCHEDULE 8.1.1 hereto. During the 5-year period
preceding the date of this Agreement, no Obligor nor any of its Subsidiaries has
had an office, place of business or agent for service of process other than as
listed on SCHEDULE 8.1.1. Except as shown on SCHEDULE 8.1.1 on the date hereof,
no Inventory of any Obligor or any of its Subsidiaries is stored with a bailee,
warehouseman or similar Person, nor is any Inventory consigned to any Person.

            9.1.7. Title to Properties; Priority of Liens. Each Obligor and each
of its Subsidiaries has good and marketable title to and fee simple ownership
of, or valid and subsisting leasehold interests in, all of its real Property,
and good title to all of its personal Property, including all Property reflected
in the financial statements referred to in SECTION 9.1.9 or delivered pursuant
to SECTION 10.1.3, in each case free and clear of all Liens except Permitted
Liens. Each Obligor has paid or discharged, and has caused each of its
Subsidiaries to pay and discharge, all lawful claims which, if unpaid, might
become a Lien against any Properties of such Obligor or any such Subsidiary that
is not a Permitted Lien. The Liens granted to Agent pursuant to this Agreement
and the other Security Documents are duly perfected, first priority Liens,
subject only to those Permitted Liens that are expressly permitted by the terms
of this Agreement to have priority over the Liens of Agent.

            9.1.8. Accounts. Agent may rely, in determining which Accounts are
Eligible Accounts, on all statements and representations made by Obligors with
respect to any Account. Unless otherwise indicated in writing to Agent, with
respect to each Account, each Borrower warrants that:

                  (i) It is genuine and in all respects what it purports to be,
      and it is not evidenced by a judgment;

                                      -74-



                  (ii) It arises out of a completed, bona fide sale and delivery
      of goods or rendition of services by an Obligor in the Ordinary Course of
      Business and substantially in accordance with the terms and conditions of
      all purchase orders, contracts or other documents relating thereto and
      forming a part of the contract between an Obligor and the Account Debtor;

                  (iii) It is for a sum certain maturing as stated in the
      duplicate invoice covering such sale or rendition of services, a copy of
      which has been furnished or is available to Agent on request;

                  (iv) Such Account, and Agent's security interest therein, is
      not, and will not (by voluntary act or omission of an Obligor) be in the
      future, subject to any offset (except with respect to Accounts for which
      [***] is the Account Debtor, to the extent such offset is adequately
      reserved for in the [***] Reserve), Lien, deduction, defense, dispute,
      counterclaim or any other adverse condition except for disputes resulting
      in returned goods where the amount in controversy is deemed by Agent to be
      immaterial, and each such Account is absolutely owing to an Obligor and is
      not contingent in any respect or for any reason;

                  (v) The contract under which such Account arose does not
      condition or restrict an Obligor's right to assign to Agent the right to
      payment thereunder unless such Obligor has obtained the Account Debtor's
      consent to such collateral assignment or complied with any conditions to
      such assignment (regardless of whether under the UCC or other Applicable
      Law any such restrictions are ineffective to prevent the grant of a Lien
      upon such Account in favor of Agent);

                  (vi) Such Obligor has not made any agreement with any Account
      Debtor thereunder for any extension, compromise, settlement or
      modification of any such Account or any deduction therefrom, except
      discounts or allowances which are granted by an Obligor in the Ordinary
      Course of Business for prompt payment and which are reflected in the
      calculation of the net amount of each respective invoice related thereto
      and are reflected in the Schedules of Accounts submitted to Agent pursuant
      to SECTION 8.2.1 hereof;

                  (vii) To the best of such Obligor's knowledge, there are no
      facts, events or occurrences which are reasonably likely to impair the
      validity or enforceability of such Account or reduce the amount payable
      thereunder from the face amount of the invoice and statements delivered to
      Agent with respect thereto;

                  (viii) To the best of such Obligor's knowledge, the Account
      Debtor thereunder (1) had the capacity to contract at the time any
      contract or other document giving rise to the Account was executed and (2)
      is Solvent; and

                  (ix) To the best of such Obligor's knowledge, there are no
      proceedings or actions which are threatened or pending against any Account
      Debtor thereunder and which are reasonably likely to result in any
      material adverse change in such Account Debtor's financial condition or
      the collectibility of such Account.

            9.1.9. Financial Statements; Fiscal Year. The Consolidated and
consolidating balance sheets of Borrowers and such other Persons described
therein (including the accounts of all Subsidiaries of Borrowers for the
respective periods during which a Subsidiary relationship existed) as of
December 31, 2004, and the related statements of income, changes in
stockholder's equity, and changes in financial position for the periods ended on
such dates, have been prepared in accordance with GAAP, and present fairly the
financial positions of Borrowers and such Persons at such dates and the results
of Borrowers'

                                      -75-



operations for such periods. Since December 31, 2004, there has been no material
change in the condition, financial or otherwise, of Borrowers and such other
Persons as shown on the Consolidated balance sheet as of such date and no
material change in the aggregate value of Equipment and Real Estate owned by
Borrowers or such other Persons.

            9.1.10. Full Disclosure. The financial statements referred to in
SECTION 9.1.9 hereof do not contain any untrue statement of a material fact and
neither this Agreement nor any other written statement contains or omits any
material fact necessary to make the statements contained herein or therein not
materially misleading. There is no fact or circumstances in existence on the
date hereof which any Borrower has failed to disclose to Agent in writing that
may reasonably be expected to have a Material Adverse Effect.

            9.1.11. Solvent Financial Condition. Each Obligor and its
Subsidiaries is now Solvent and, after giving effect to the Loans to be made
hereunder, the LC Obligations to be incurred in connection herewith and the
consummation of the other transactions described in the Loan Documents, will be
Solvent.

            9.1.12. Surety Obligations. Except as set forth on SCHEDULE 9.1.12
hereto on the date hereof, no Borrower nor any of its Subsidiaries is obligated
as surety or indemnitor under any surety or similar bond or other contract
issued or entered into any agreement to assure payment, performance or
completion of performance of any undertaking or obligation of any Person.

            9.1.13. Taxes. The FEIN of each of each Borrower and each of its
Subsidiaries is as shown on SCHEDULE 9.1.13 hereto. Each Borrower and each of
its Subsidiaries has filed all federal, state and local tax returns and other
reports it is required by law to file and has paid, or made provision for the
payment of, all Taxes upon it, its income and Properties as and when such Taxes
are due and payable, except to the extent being Properly Contested. The
provision for Taxes on the books of each Borrower and each of its Subsidiaries
are adequate for all years not closed by applicable statutes, and for its
current Fiscal Year.

            9.1.14. Brokers. There are no claims against any Obligor for
brokerage commissions, finder's fees or investment banking fees in connection
with the transactions contemplated by this Agreement or any of the other Loan
Documents.

            9.1.15. Intellectual Property. Each Obligor and each of its
Subsidiaries owns or has the lawful right to use all Intellectual Property
necessary except where such conflict could not reasonably be expected to have a
Material Adverse Effect for the present and planned future conduct of its
business without any conflict with the rights of others; there is no objection
to, or pending (or, to Obligors' knowledge, threatened) Intellectual Property
Claim with respect to, any Obligor's or any of its Subsidiaries' right to use
any material Intellectual Property and such Obligor is not aware of any grounds
for challenge or objection thereto; and, except as may be disclosed on SCHEDULE
9.1.15, no Obligor nor any of its Subsidiaries pays any royalty or other
compensation to any Person for the right to use any Intellectual Property. All
such patents, trademarks, service marks, trade names, copyrights, licenses and
other similar rights are listed on SCHEDULE 9.1.15 hereto, to the extent they
are registered under any Applicable Law or are otherwise material to any
Obligor's or any of its Subsidiaries' business.

            9.1.16. Governmental Approvals. Each Obligor and each of its
Subsidiaries has, and is in good standing with respect to, all Governmental
Approvals necessary to continue to conduct its business as heretofore or
proposed to be conducted by it and to own or lease and operate its Properties as
now owned or leased by it except where such failure could not reasonably be
expected to have a Material Adverse Effect.

                                      -76-



            9.1.17. Compliance with Laws. Each Obligor and each of its
Subsidiaries has duly complied with, and its Properties, business operations and
leaseholds are in compliance in all material respects with, the provisions of
all Applicable Law (except to the extent that any such noncompliance with
Applicable Law could not reasonably be expected to have a Material Adverse
Effect) and there have been no citations, notices or orders of noncompliance
issued to any Obligor or any of its Subsidiaries under any such law, rule or
regulation. No Inventory has been produced in violation of the FLSA. With
respect to matters arising under any Environmental Laws, the representations and
warranties contained in the Environmental Agreement are true and correct on the
date hereof.

            9.1.18. Burdensome Contracts. No Obligor nor any of its Subsidiaries
is a party or subject to any contract, agreement, or charter or other corporate
restriction, which has or could be reasonably expected to have a Material
Adverse Effect. No Obligor nor any of its Subsidiaries is a party or subject to
any Restrictive Agreements, except as set forth on SCHEDULE 9.1.18 hereto, none
of which prohibit the execution or delivery of any of the Loan Documents by any
Obligor or the performance by any Obligor of its obligations under any of the
Loan Documents to which it is a party, in accordance with the terms of such Loan
Documents.

            9.1.19. Litigation. Except as set forth on SCHEDULE 9.1.19 hereto,
there are no actions, suits, proceedings or investigations pending or, to the
knowledge of any Obligor, threatened on the date hereof against or affecting any
Obligor or any of its Subsidiaries, or the business, operations, Properties,
prospects, profits or condition of any Obligor or any of its Subsidiaries, (i)
which relate to any of the Loan Documents or any of the transactions
contemplated thereby or (ii) which, if determined adversely to any Obligor or
any of its Subsidiaries, could reasonably be expected to have a Material Adverse
Effect. To the knowledge of each Obligor, no Obligor nor any of its Subsidiaries
is in default on the date hereof with respect to any order, writ, injunction,
judgment, decree or rule of any court, Governmental Authority or arbitration
board or tribunal.

            9.1.20. No Defaults. No event has occurred and no condition exists
which would, upon or after the execution and delivery of this Agreement or any
Obligor's performance hereunder, constitute a Default or an Event of Default. No
Obligor nor any of its Subsidiaries is in default, and no event has occurred and
no condition exists which constitutes or which with the passage of time or the
giving of notice or both would constitute a default, under any Material Contract
or in the payment of any Debt of a Obligor or a Subsidiary to any Person for
Money Borrowed.

            9.1.21. Leases. SCHEDULE 9.1.21 hereto is a complete listing of each
capitalized and operating lease of each Obligor on the date hereof that
constitutes a Material Contract. Each Obligor is in substantial compliance with
all of the terms of each of its respective capitalized and operating leases and
there is no basis upon which the lessors under any such leases could terminate
same or declare such Obligor or any of its Subsidiaries in default thereunder.

            9.1.22. ERISA; Plans. Except as disclosed on SCHEDULE 9.1.22 hereto,
no Obligor nor any of its Subsidiaries has any Plan on the date hereof. Each
Obligor and each of its Subsidiaries is in full compliance with the requirements
of ERISA or any similar provision of the PBA and the regulations promulgated
thereunder with respect to each Plan except where such noncompliance could not
reasonably be expected to have a Material Adverse Effect. No fact or situation
that is reasonably likely to result in a Material Adverse Effect exists in
connection with any Plan. No Obligor nor any of its Subsidiaries has any
withdrawal liability in connection with a Multiemployer Plan.

            9.1.23. Trade Relations. There exists no actual or (to Obligors'
knowledge, threatened) termination, cancellation or limitation of, or any
materially adverse modification or change in, the business relationship between
any Obligor and any customer or any group of customers whose purchases

                                      -77-



individually or in the aggregate are material to the business of such Obligor,
or with any material supplier or group of suppliers, and there exists no
condition or state of facts or circumstances which is reasonably likely to have
a Material Adverse Effect or prevent any Obligor from conducting such business
after the consummation of the transactions contemplated by this Agreement in
substantially the same manner in which it has heretofore been conducted.

            9.1.24. Labor Relations. Except as described on SCHEDULE 9.1.24
hereto, no Obligor nor any of its Subsidiaries is on the date hereof a party to
or bound by any collective bargaining agreement, management agreement or
consulting agreement. On the date hereof, there are no material grievances,
disputes or controversies with any union or any other organization of any
Obligor's or any Subsidiary's employees, or, to any Obligor's knowledge, any
threats of strikes, work stoppages or any asserted pending demands for
collective bargaining by any union or organization.

            9.1.25. Not a Regulated Entity. No Obligor is (i) an "investment
company" or a "person directly or indirectly controlled by or acting on behalf
of an investment company" within the meaning of the Investment Company Act of
1940; (ii) a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," within the meaning of the Public Utility Holding Company
Act of 1935; or (iii) subject to regulation under the Federal Power Act, the
Interstate Commerce Act, any public utilities code or any other Applicable Law
regarding its authority to incur Debt.

            9.1.26. Margin Stock. No Obligor nor any of its Subsidiaries is
engaged, principally or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying any Margin Stock.

            9.1.27. Anti-Terrorism Laws.

                  (i) General. No Borrower nor any of its Affiliates is in
      violation of any Anti-Terrorism Law or engages in or conspires to engage
      in any transaction that evades or avoids, or has the purpose of evading or
      avoiding, or attempts to violate, any of the prohibitions set forth in any
      Anti-Terrorism Law.

                  (ii) Executive Order No. 13224.

                        (a) No Borrower nor any of its Affiliates is any of the
            following (each a "Blocked Person"): (1) a Person that is listed in
            the annex to, or is otherwise subject to the provisions of,
            Executive Order No. 13224; (2) a Person owned or controlled by, or
            acting for or on behalf of, any Person that is listed in the annex
            to, or is otherwise subject to the provisions of, Executive Order
            No. 13224; (3) a Person or entity with which any bank or other
            financial institution is prohibited from dealing or otherwise
            engaging in any transaction by any Anti-Terrorism Law; (4) a Person
            or entity that commits, threatens or conspires to commit or supports
            "terrorism" as defined in Executive Order No. 13224; (5) a Person or
            entity that is named as a "specially designated national" on the
            most current list published by the U.S. Treasury Department Office
            of Foreign Asset Control ("OFAC") at its official website or any
            replacement website or other replacement official publication of
            such list; (6) a Person or entity who is affiliated with a Person or
            entity listed above; or (7) an agency of the government of, an
            organization directly or indirectly controlled by, or a Person
            resident in, a country on any official list maintained by OFAC.

                                      -78-



                        (b) No Borrower nor any of its Affiliates (1) conducts
            any business or engages in making or receiving any contribution of
            funds, goods or services to or for the benefit of any Blocked
            Person, (2) has any of its assets in a Blocked Person, (3) deals in,
            or otherwise engages in any transaction relating to, any property or
            interests in property blocked pursuant to Executive Order No. 13224,
            or (4) derives any of its operating income from investments in or
            transactions with a Blocked Person.

            9.1.28. Payable Practices. No Borrower nor any of its Subsidiaries
has made any material change in its historical accounts payable practices from
those in effect immediately prior to the Closing Date.

            9.1.29. Not the Holder of Plan Assets. No Obligor is an entity
deemed to hold "plan assets" within the meaning of 29 C.F.R. Section 2510.3-101
of an "employee benefit plan" (as defined in Section 3(3) of ERISA) that is
subject to Title I of ERISA or any "plan" (within the meaning of Section 4975 of
the Internal Revenue Code or any similar provision of the PBA), and neither the
execution of this Agreement nor the funding of any Loans gives rise to a
prohibited transaction within the meaning of Section 406 of ERISA or Section
4975 of the Internal Revenue Code or any similar provision of the PBA.

            9.1.30. Real Estate. None of the Real Estate of any Borrower that is
subject to the Lien of a Mortgage is located in an area that has been identified
by the Secretary of Housing and Urban Development as an area having special
flood hazards and in which flood insurance has been made available under the
National Flood Insurance Act of 1968.

      9.2. REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES. Each representation
and warranty contained in this Agreement and the other Loan Documents shall be
deemed to be reaffirmed on each day that Borrowers request or are deemed to have
requested any extension of credit hereunder, except for changes in the nature of
an Obligor's or, if applicable, any Subsidiary's business or operations that may
occur after the date hereof in the Ordinary Course of Business so long as Agent
has consented to such changes or such changes are not violative of any provision
of this Agreement. Notwithstanding the foregoing, representations and warranties
which by their terms are applicable only as of a specific date shall be deemed
made only at and as of such date.

      9.3. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties of Obligors contained in this Agreement or any of the other Loan
Documents shall survive the execution, delivery and acceptance thereof by Agent,
Lenders and the parties thereto and the closing of the transactions described
therein or related thereto.

SECTION 10. COVENANTS AND CONTINUING AGREEMENTS

      10.1. AFFIRMATIVE COVENANTS. For so long as there are any Commitments
outstanding and thereafter until Full Payment of the Obligations, each Obligor
covenants that it shall and shall cause each Subsidiary to:

            10.1.1. Visits and Inspections. Permit representatives of Agent,
from time to time, as often as may be reasonably requested, but only during
normal business hours and (except when a Default or Event of Default exists)
upon reasonable prior notice to an Obligor, to visit and inspect the Properties
of such Obligor and each of its Subsidiaries, inspect, audit and make extracts
from such Obligor's and each Subsidiary's books and records, and discuss with
its officers, its employees and its independent accountants, such Obligor's and
each Subsidiary's business, financial condition, business prospects and results
of operations. Representatives of each Lender shall be authorized to accompany
Agent on each such visit and inspection and to participate with Agent therein,
but at their own expense, unless a Default

                                      -79-



or Event of Default exists. Neither Agent nor any Lender shall have any duty to
make any such inspection and shall not incur any liability by reason of its
failure to conduct or delay in conducting any such inspection.

            10.1.2. Notices. Notify Agent and Lenders in writing, promptly after
an Obligor's obtaining knowledge thereof, (i) of the commencement of any
litigation affecting any Obligor, whether or not the claims asserted in such
litigation are considered by Obligors to be covered by insurance, and of the
institution of any administrative proceeding, to the extent that such litigation
or proceeding, if determined adversely to such Obligor, could reasonably be
expected to have a Material Adverse Effect; (ii) of any material labor dispute
to which any Obligor may become a party, any pending or threatened strikes or
walkouts relating to any of its plants or other facilities, and the expiration
of any labor contract to which it is a party or by which it is bound; (iii) of
any material default by any Obligor under, or termination of, any Material
Contract or any note, indenture, loan agreement, mortgage, lease, deed, guaranty
or other similar agreement relating to any Debt of such Obligor exceeding
$2,500,000; (iv) of the existence of any Default or Event of Default; (v) of any
default by any Person under any note or other evidence of Debt payable to an
Obligor in an amount exceeding $2,500,000; (vi) of any judgment against any
Obligor in an amount exceeding $1,000,000; (vii) of the assertion by any Person
of any Intellectual Property Claim, the adverse resolution of which could
reasonably be expected to have a Material Adverse Effect; (viii) of any
violation or asserted violation by any Obligor of any Applicable Law (including
ERISA, the PBA, OSHA, FLSA, or any Environmental Laws), the adverse resolution
of which could reasonably be expected to have a Material Adverse Effect; (ix) of
any Environmental Release by an Obligor or on any Property owned or occupied by
an Obligor or of the receipt by any Obligor of an Environmental Notice; (x) of
the discharge of Borrowers' independent accountants or any withdrawal or
resignation by such independent accountants from their acting in such capacity;
(xi) with respect to any surety that has issued a payment or performance bond
for the benefit of one or more Obligors, (a) such surety's decision to cease
considering requests by any Obligor for the issuance of bonds generally, to the
extent MasTec has knowledge thereof, (b) such surety's decision to take
possession or control of the work under any bonded contract in order to complete
such bonded contract, (c) the making of any payment by such surety pursuant to a
bond, and (d) any amendment to the indemnity agreement or any other agreement in
effect at any time between such surety and one or more Obligors relating to the
issuance of bonds, together with a copy of such amendment; and (xii) the receipt
of any notice from or giving of any notice to the trustee under the Indenture,
together with a copy of such notice. In addition, Borrowers shall give Agent
written notice of any Obligor's opening of any new office or place of business.
Furthermore, Borrowers shall notify Agent promptly upon any Obligor (x) being
required to file reports under Section 15(b) of the Securities Exchange Act of
1934, (y) registering securities under Section 12 of the Securities Exchange Act
of 1934 or (z) filing a registration statement under the Securities Act of 1933.

            10.1.3. Financial and Other Information. Keep adequate records and
books of account with respect to its business activities in which proper entries
are made in accordance with GAAP reflecting all its financial transactions; and
cause to be prepared and furnished to Agent and Lenders the following (all to be
prepared in accordance with GAAP applied on a consistent basis, unless
Borrowers' certified public accountants concur in any change therein, such
change is disclosed to Agent and is consistent with GAAP and, if required by the
Required Lenders, the financial covenants set forth in SECTION 10.3 are amended
in a manner requested by the Required Lenders to take into account the effects
of such change):

                  (i) as soon as available, and in any event within 90 days
      after the close of each Fiscal Year unqualified audited balance sheets of
      Borrowers and their respective Subsidiaries as of the end of such Fiscal
      Year and the related statements of income, shareholders' equity and cash
      flow, on a Consolidated and consolidating basis, certified without an

                                      -80-



      Impermissible Qualification by a firm of independent certified public
      accountants of recognized national standing selected by Borrowers but
      reasonably acceptable to Agent and setting forth in each case in
      comparative form the corresponding Consolidated and consolidating figures
      for the preceding Fiscal Year;

                  (ii) as soon as available, and in any event within 30 days
      after the end of each month hereafter (but (a) for the month ended March
      31, 2005, and for the last month in each of the first 3 Fiscal Quarters of
      any Fiscal Year, on the sooner to occur of 45 days after the end of such
      month or the date on which MasTec files with the SEC its Form 10-Q for the
      Fiscal Quarter ending on such date, (b) for the month ended April 30, 2005
      and the month ending May 31, 2005, within 45 days after the end of such
      month, and (c) within 45 days after the last month in a Fiscal Year),
      including the last month of Borrowers' Fiscal Year, unaudited balance
      sheets of Borrowers and its Subsidiaries as of the end of such month and
      the related unaudited Consolidated statements of income and cash flow for
      such month and for the portion of Borrowers' Fiscal Year then elapsed, on
      a Consolidated and consolidating basis, setting forth in each case in
      comparative form the corresponding figures for the preceding Fiscal Year
      and certified by the principal financial officer of Borrowers as prepared
      in accordance with GAAP and fairly presenting the Consolidated financial
      position and results of operations of Borrowers and their Subsidiaries for
      such month and period subject only to changes from audit and year-end
      adjustments and except that such statements need not contain notes;

                  (iii) not later than 25 days after each month, a summary aging
      of each Obligor's trade payables as of the last Business Day of such
      month, and, at Agent's request, a listing of all of each Obligor's trade
      payables, specifying the name of and balance due each trade creditor and
      monthly detailed trade payable agings, each in form acceptable to Agent;

                  (iv) promptly after the sending or filing thereof, as the case
      may be, copies of any proxy statements, financial statements or reports
      which any Obligor has made generally available to its shareholders; copies
      of any regular, periodic and special reports or registration statements or
      prospectuses which any Obligor files with the SEC or any Governmental
      Authority which may be substituted therefor, or any national securities
      exchange; and copies of any press releases or other statements made
      available by an Obligor to the public concerning material changes to or
      developments in the business of such Obligor;

                  (v) promptly after the sending or filing thereof, copies of
      any annual report to be filed in accordance with ERISA or any similar
      provision of the PBA in connection with each Plan and such other data and
      information (financial or otherwise) as Agent, from time to time, may
      request, bearing upon or related to the Collateral or any Borrower's or
      any Subsidiary's financial condition or results of operations; and

                  (vi) quarterly within 60 days after the end of each Fiscal
      Quarter, a certificate of the senior officer of MasTec serving as agent of
      Agent, in such form as Agent and the Borrowers may agree, listing all
      title certificates for vehicles owned by Obligors as of the last day of
      such Fiscal Quarter, indicating vehicles sold or transferred and vehicles
      purchased since the date of the last such certificate and confirming that
      all title certificates for such purchased vehicles with a purchase price
      in excess of $2,500 reflect Agent as the first lienor thereof (or that
      applications for new title certificates reflecting such Lien have been
      properly made).

      Concurrently with the delivery of the financial statements described in
clause (i) of this SECTION 10.1.3, Borrowers shall deliver to Agent a copy of
the accountants' letter to Borrowers' management that is prepared in connection
with such financial statements. Concurrently with the

                                      -81-



delivery of the financial statements described in clauses (i) and (ii) of this
SECTION 10.1.3, or more frequently if requested by Agent during any period that
a Default or Event of Default exists, Borrowers shall cause to be prepared and
furnished to Agent a Compliance Certificate executed by the chief financial
officer of Borrowers.

            10.1.4. Landlord and Storage Agreements. Provide Agent with copies
of all existing agreements, and promptly after execution thereof provide Agent
with copies of all future agreements, between any Obligor and any landlord,
warehouseman or bailee which owns any premises at which any Collateral may, from
time to time, be kept.

            10.1.5. Projections. Deliver to Agent the Projections of Borrowers
as soon as available, and in any event no later than (i) 15 days prior to the
end of each Fiscal Year of Borrowers in draft form for the forthcoming Fiscal
Year, month by month, and (ii) January 31 of each year, in final form for the
then current Fiscal Year.

            10.1.6. Taxes. Pay and discharge all Taxes prior to the date on
which such Taxes become delinquent or penalties attach thereto, except and to
the extent only that such Taxes are being Properly Contested.

            10.1.7. Compliance with Laws. Comply with all Applicable Law,
including ERISA, all Environmental Laws, FLSA, OSHA, Anti-Terrorism Laws and all
laws, statutes, regulations and ordinances regarding the collection, payment and
deposit of Taxes, and obtain and keep in force any and all Governmental
Approvals necessary to the ownership of its Properties or to the conduct of its
business, in each case to the extent that any such failure to comply, obtain or
keep in force could be reasonably expected to have a Material Adverse Effect.
Without limiting the generality of the foregoing, if any Environmental Release
shall occur at or on any of the Properties of any Borrower or any of its
Subsidiaries, Borrowers shall, or shall cause the applicable Subsidiary to, act
promptly and diligently to investigate and report to Agent and all appropriate
Governmental Authorities the extent of, and to make appropriate remedial action
to eliminate, such Environmental Release, whether or not ordered or otherwise
directed to do so by any Governmental Authority.

            10.1.8. Insurance. In addition to the insurance required herein with
respect to the Collateral, maintain with its current insurers or with other
financially sound and reputable insurers having a rating of at least A or better
by Best's Ratings, a publication of A.M. Best Company, (i) insurance with
respect to its Properties and business against such casualties and contingencies
of such type (including product liability, workers' compensation, larceny,
embezzlement, or other criminal misappropriation insurance) and in such amounts
and with such coverages, limits and deductibles as is customary in the business
of such Borrower or such Subsidiary and (ii) business interruption insurance in
an amount not less than $3,000,000 per occurrence.

            10.1.9. Intellectual Property. Promptly after applying for or
otherwise acquiring any Intellectual Property, deliver to Agent, in form and
substance acceptable to Agent and in recordable form, all documents necessary
for Agent to perfect its Lien on such Intellectual Property.

            10.1.10. License Agreements. Keep each License Agreement in full
force and effect for so long as any Obligor has any Inventory, the manufacture,
sale or distribution of which is in any manner governed by or subject to such
License Agreement.

            10.1.11. Future Subsidiaries. Each Borrower shall promptly notify
Agent upon any Person becoming a Subsidiary, or upon an Obligor directly or
indirectly acquiring additional Equity Interests of any existing Subsidiary, and

                                      -82-



                  (i) Such Person shall, if it is a Domestic Subsidiary, (i)
      execute and deliver to Agent a Joinder Agreement or, if elected by Agent,
      a Subsidiary Guaranty and Subsidiary Security Agreement and (ii) to the
      extent such Domestic Subsidiary is required to pledge Equity Interests of
      a Subsidiary pursuant to clause (ii) of this Section, become a party to
      the Pledge Agreement, if not already a party thereto as a pledgor, in a
      manner reasonably satisfactory to Agent;

                  (ii) Each Borrower and each Domestic Subsidiary shall,
      pursuant to the Pledge Agreement, pledge to Agent all of the outstanding
      Equity Interests of each such new Domestic Subsidiary (and 66% of the
      Equity Interests of each new Foreign Subsidiary, if requested by Agent or
      the Required Lenders) owned directly by such Borrower or such Domestic
      Subsidiary, and shall deliver to Agent undated stock powers for such
      certificates, executed in blank (or, if any such Equity Interests are
      uncertificated, confirmation and evidence reasonably satisfactory to Agent
      that the security interest in such uncertificated securities has been
      transferred to and perfected by Agent, for the benefit of the Secured
      Parties, in accordance with Sections 8-313, 8-321 and 9-115 of the UCC or
      any other similar or local or foreign law that may be applicable); and

                  (iii) Each Borrower and each Domestic Subsidiary shall,
      pursuant to the Pledge Agreement, pledge to Agent for its benefit and that
      of the Lenders, all intercompany notes evidencing Debt of such new
      Subsidiary in favor of such Borrower or such Domestic Subsidiary (which
      shall be in a form acceptable to Agent).

            10.1.12. Pledged Shares. Pledge to Agent, for the benefit itself and
Secured Parties, all of the Equity Interests of each of their respective
Subsidiaries from time to time pursuant to a Pledge Agreement.

            10.1.13. Compliance with Indenture. Comply with the terms and
provisions of the Indenture and the Subordinated Notes.

            10.1.14. Refinancing of Subordinated Notes. On or before November 1,
2007, MasTec shall defease, refinance, reserve or otherwise pay and discharge
all of the Debt evidenced by the outstanding Subordinated Notes on terms
satisfactory to Agent and Lenders; provided that the Borrowers shall not
defease, reserve, pay or discharge such Subordinated Notes if for the period of
30 consecutive days immediately preceding such defeasance, reservation, payment
or discharge, at the time of, and after giving pro forma effect thereto, the
amount of Revolver Loans outstanding exceeds $0 and Availability is less than
$20,000,000.

            10.1.15. SEC Filings. Each Borrower shall file each regular,
periodic and special report required to be filed by it with the SEC on or before
the due dates thereof.

            10.1.16. [***] Agreement. [***]

            10.1.17. Post-Closing Obligations.

                  (a) On or before July 11, 2005, Borrowers shall deliver to
Agent and Agent shall have received and found acceptable:

                        (i) duly executed Mortgages, or, in Agent's sole
discretion, amendments or assignments of the existing Mortgages in favor of the
Existing Agent, conveying to Agent for the benefit of the Secured Parties a
first priority mortgage lien on the Real Estate located at 2801 SW

                                      -83-



46th Avenue, Davie, Florida, SR540 Lakeland, Florida, 4250 North Powerline Road,
Pompano, 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;

                        (ii) fully paid mortgagee title insurance policies (or
binding commitments to issue title insurance policies, marked to Agent's
satisfaction to evidence the form of such policies to be delivered), in standard
ALTA form, issued by a title insurance company satisfactory to Agent, each in an
amount equal to not less than the fair market value of the Real Estate or
leasehold interest, as the case may be, subject to the Mortgages, insuring the
Mortgages to create a valid Lien on all Real Estate and valid Liens on the
leasehold interest described therein with no exceptions which Agent shall not
have approved in writing and no survey exceptions, which policies (and
commitments therefor) shall have acceptable zoning endorsements.

                        (iii) a current, as-built survey with respect to each
parcel of Real Estate subject to a Mortgage, which survey shall indicate the
following: (i) an accurate metes and bounds or lot, block and parcel description
of such Real Estate; (ii) the correct location of all buildings, structures and
other improvements on such Real Estate, including all streets, easements, rights
of way and utility lines; (iii) the location of ingress and egress from such
Real Estate, and the location of any set-back or other building lines affecting
such Real Estate; and (iv) a certification by a registered land surveyor in form
and substance acceptable to Agent, certifying to the accuracy and completeness
of such survey and to such other matters relating to such Real Estate and survey
as Agent shall require; and

                        (iv) the favorable, written opinions of Greenberg
Traurig LLP and the respective local counsel to Borrowers in each state in which
the Real Estate subject to a Mortgage is located covering, to Agent's
satisfaction the matters set forth on EXHIBIT F attached hereto with respect to
the Mortgages and the other documents to be executed and delivered in connection
therewith.

                  (b) Intercreditor Agreement. On or before June 1, 2005, Agent
shall have received a satisfactory intercreditor agreement duly executed and
delivered by each surety that has issued and has outstanding surety bonds for
the account of any Obligor and by such Obligor, or other evidence satisfactory
to Agent that no issuer of surety bonds for the account of any Obligor claims a
Lien on property of any Obligor other than the bonded contract, proceeds thereof
and materials used in performance of such bonded contract.

                  (c) Canadian Documents. On or before June 11, 2005, Agent
shall have received and found acceptable a Control Agreement with respect to
each Canadian Controlled Account at Bank of Nova Scotia and estoppel letters and
other discharges requested by Agent with respect to Liens on the Properties of
Canadian Obligors (to the extent not constituting Permitted Liens), and
notwithstanding anything to the contrary in this Agreement, until Agent
determines that Canadian Obligors have satisfied this post-closing covenant, no
Property of a Canadian Obligor shall constitute Eligible Accounts or Eligible
Fixed Assets under this Agreement.

      10.2. NEGATIVE COVENANTS. For so long as there are any Commitments
outstanding and thereafter until Full Payment of the Obligations, each Obligor
covenants that it shall not and shall not permit any Subsidiary to:

            10.2.1. Fundamental Changes. Merge, reorganize, consolidate or
amalgamate with any Person, or liquidate, wind up its affairs or dissolve
itself, in each case whether in a single transaction or in a series of related
transactions, except for mergers or consolidations of any Domestic Subsidiary

                                      -84-



with another Domestic Subsidiary or a merger of MasTec with any other Obligor,
so long as MasTec is the surviving entity in such merger; change an Obligor's
name or conduct business under any new fictitious name; or change an Obligor's
FEIN, organizational identification number or state of organization.

            10.2.2. Loans. Make any loans or other advances of money to any
Person (including to any Subsidiary that is not an Obligor) other than to (i) an
officer or employee of an Obligor or a Subsidiary for salary, travel advances,
advances against commissions and other similar advances in the Ordinary Course
of Business, or (ii) in the case of Borrowers, the Canadian Obligors to finance
the ongoing working capital and the other general corporate purposes of the
Canadian Obligors in an aggregate principal amount not to exceed at any time
outstanding the Canadian Formula Amount.

            10.2.3. Permitted Debt. Create, incur, assume, guarantee or suffer
to exist any Debt, except:

                  (i) the Obligations;

                  (ii) Subordinated Notes;

                  (iii) accounts payable by such Borrower or a Subsidiary to
      trade creditors that are not aged more than 90 days from billing date or
      more than 30 days from the due date, in each case incurred in the Ordinary
      Course of Business and paid within such time period, unless the same are
      being Properly Contested or are paid in accordance with Borrowers'
      customary payment practices and are not in default;

                  (iv) obligations to pay Rentals permitted by SECTION 10.2.14;

                  (v) Permitted Purchase Money Debt;

                  (vi) Debt for accrued payroll, Taxes and other operating
      expenses (other than for Money Borrowed) incurred in the Ordinary Course
      of Business of such Borrower or such Subsidiary, including Cash Management
      Obligations, in each case so long as payment thereof is not past due and
      payable unless, in the case of Taxes only, such Taxes are being Properly
      Contested;

                  (vii) Debt for Money Borrowed by such Obligor (other than the
      Obligations, Permitted Purchase Money Debt and Subordinated Debt permitted
      herein), but only to the extent that such Debt is outstanding on the date
      of this Agreement, as described on Schedule 10.2.3 and is not to be
      satisfied on or about the Closing Date from the proceeds of the initial
      Loans;

                  (viii) Permitted Contingent Obligations;

                  (ix) Debt of any Person that is in existence at the time that
      it becomes or is consolidated into or merged with a Subsidiary of such
      Borrower in a Permitted Acquisition or that is secured by any fixed asset
      acquired by any Borrower or any Subsidiary at the time of any Permitted
      Acquisition, provided that such Debt is not incurred in contemplation of
      such Person becoming a Subsidiary or such acquisition of such asset by any
      Borrower or any of its Subsidiaries, as the case may be;

                  (x) Debt that is not included in any of the preceding
      paragraphs of this SECTION 10.2.3, is not secured by a Lien (unless such
      Lien is a Permitted Lien) and provided that

                                      -85-



      the sum of the aggregate amount of such Debt plus the aggregate amount of
      Permitted Purchase Money Debt plus the aggregate amount of Debt described
      in clause (ix) of this Section does not exceed at any time $15,000,000 as
      to all Obligors and all of their Subsidiaries; and

                  (xi) Refinancing Debt so long as each of the Refinancing
      Conditions is met.

None of the provisions of this SECTION 10.2.3 that authorize any Obligor to
incur any Debt shall be deemed to override, modify or waive any of the
provisions of SECTION 10.3, which shall constitute an independent and separate
covenant and obligation of each Borrower.

            10.2.4. Affiliate Transactions. Enter into, or be a party to any
transaction with any Affiliate, officer, director, employee, joint venturer,
partner or equityholder (or the immediate family members, spouses and lineal
descendants of any of the foregoing Persons that are individuals), except: (i)
the transactions contemplated by the Loan Documents; (ii) payment of reasonable
compensation to officers and employees for services actually rendered to
Borrowers or their respective Subsidiaries; (iii) payment of customary
directors' fees and indemnities; (iv) transactions with Affiliates that were
consummated prior to the date hereof and have been disclosed to Agent prior to
the Closing Date; and (v) transactions with Affiliates in the Ordinary Course of
Business and pursuant to the reasonable requirements of such Borrower's or such
Subsidiary's business and upon fair and reasonable terms that are fully
disclosed to Agent and are no less favorable to such Borrower or such Subsidiary
than such Borrower or such Subsidiary would obtain in a comparable arm's length
transaction with a Person not an Affiliate or stockholder of such Borrower or
such Subsidiary.

            10.2.5. Limitation on Liens. Create or suffer to exist any Lien upon
any of its Property, income or profits, whether now owned or hereafter acquired,
except the following (collectively, "Permitted Liens"):

                  (i) Liens at any time granted in favor of Agent;

                  (ii) Liens for Taxes (excluding any Lien imposed pursuant to
      any of the provisions of ERISA or the PBA) not yet due or being Properly
      Contested;

                  (iii) statutory Liens (excluding any Lien for Taxes, including
      any Lien imposed pursuant to any of the provisions of ERISA or the PBA)
      arising in the Ordinary Course of Business of a Borrower or a Subsidiary,
      but only if and for so long as (x) payment in respect of any such Lien is
      not at the time required or the Debt secured by any such Liens is being
      Properly Contested and (y) such Liens do not materially detract from the
      value of the Property of such Borrower or such Subsidiary and do not
      materially impair the use thereof in the operation of such Borrower's or
      such Subsidiary's business;

                  (iv) Purchase Money Liens securing Permitted Purchase Money
      Debt;

                  (v) Liens arising by virtue of the rendition, entry or
      issuance against such Borrower or any of its Subsidiaries, or any Property
      of such Borrower or any of its Subsidiaries, of any judgment, writ, order,
      or decree for so long as each such Lien (a) is in existence for less than
      20 consecutive days after it first arises or is being Properly Contested
      and (b) is at all times junior in priority to any Liens in favor of Agent;

                  (vi) Liens incurred or deposits made in the Ordinary Course of
      Business to secure the performance of tenders, bids, leases, contracts
      (other than for the repayment of Money Borrowed), statutory obligations
      and other similar obligations or arising as a result of progress

                                      -86-



      payments under government contracts, provided that, to the extent any such
      Liens attach to any of the Collateral, such Liens are at all times
      subordinate and junior to the Liens upon the Collateral in favor of Agent;

                  (vii) Liens in favor of the issuer of any performance, payment
      or bid bond incurred by a Borrower in the Ordinary Course of Business to
      the extent that such Liens (a) affect exclusively Collateral consisting of
      (1) bonded contracts, (2) Inventory, materials and Equipment of such
      Borrower, wherever located, which are purchased for and installed in or
      located at projects relating to bonded contracts or (3) proceeds of the
      foregoing or (b) are subordinated to the Lien of Agent on terms and
      conditions and pursuant to documentation satisfactory to Agent in its sole
      discretion;

                  (viii) easements, rights-of-way, restrictions, covenants or
      other agreements of record and other similar charges or encumbrances on
      real Property of such Obligor or a any of its Subsidiaries that do not
      secure any monetary obligation and do not interfere with the ordinary
      conduct of the business of such Obligor or such Subsidiary;

                  (ix) normal and customary rights of setoff upon deposits of
      cash in favor of banks and other depository institutions and Liens of a
      collecting bank arising under the UCC on checks and other items of payment
      in the course of collection;

                  (x) Liens in existence immediately prior to the Closing Date
      that are satisfied in full and released on the Closing Date as a result of
      the application of such Borrower's cash on hand at the Closing Date or the
      proceeds of Loans to be made on the Closing Date;

                  (xi) the Lien of First Trust National Association, or any
      successor trustee, as Trustee under the Indenture pursuant to Section 7.07
      thereof on certain property in its possession as security for payment of
      fees and other amounts owing to it in its capacity as such Trustee;

                  (xii) the Lien of ACE American Insurance Company on the
      Insurance Cash Collateral Account, so long as (a) the aggregate amount
      that, on or before the date of this Agreement, has been and after the date
      hereof shall be, deposited in the Insurance Cash Collateral Account by
      Obligors does not exceed $18,500,000; and (b) such Insurance Cash
      Collateral Account is in lieu of Obligors' providing any letter of credit
      to such insurer to secure Obligors' obligations arising with respect to
      insurance policies issued by such insurer for Obligors' account;

                  (xiii) such other Liens as appear on SCHEDULE 10.2.5 hereto,
      to the extent provided therein; and

                  (xiv) such other Liens as Agent and the Required Lenders in
      their sole discretion may hereafter approve in writing.

The foregoing negative pledge shall not apply to any Margin Stock to the extent
that the application of such negative pledge to such Margin Stock would require
filings or other actions by any Lender under Regulation U or other regulations
of the Board of Governors, or otherwise result in a violation of any such
regulations.

            10.2.6. Restrictions on Payment of Certain Debt. Make any payment
with respect to any Subordinated Debt or take or omit to take any other action
or omit to take any other action with respect to any Subordinated Debt, except
in accordance with the subordination agreement relative thereto; or amend or
modify the terms of any agreement applicable to any Subordinated Debt, other
than to extend the time

                                      -87-



of payment thereof or to reduce the rate of interest payable in connection
therewith. To the extent that any payment is permitted to be made with respect
to any Subordinated Debt pursuant to the provisions of the subordination
agreement applicable thereto, as a condition precedent to Borrowers'
authorization to make any such payment, Borrowers shall provide to Agent, not
less than 5 Business Days prior to the scheduled payment, a certificate from a
Senior Officer of Borrower Agent stating that no Default or Event of Default is
in existence as of the date of the certificate or will be in existence as of the
date of such payment (both with and without giving effect to the making of such
payment), and specifying the amount of principal and interest to be paid.

            10.2.7. Distributions. Declare or make any Distributions, other than
(a) Upstream Payments, and (b) Permitted Distributions.

            10.2.8. Upstream Payments. Create or suffer to exist any encumbrance
or restriction on the ability of a Subsidiary to make any Upstream Payment,
except for encumbrances or restrictions (i) pursuant to the Loan Documents, (ii)
existing under Applicable Law and (iii) identified and fully disclosed in
SCHEDULE 10.2.8.

            10.2.9. Capital Expenditures. Make Capital Expenditures (including
expenditures by way of capitalized leases) which in the aggregate, as to all
Borrowers and their Subsidiaries, exceed $21,960,000 during the period from the
date of this Agreement through December 31, 2005, $24,000,000 during 2006 Fiscal
Year, $26,400,000 during 2007 Fiscal Year, $29,280,000 during 2008 Fiscal Year,
$32,160,000 during 2009 Fiscal Year, and $35,400,000 during 2010 Fiscal Year.

            10.2.10. Disposition of Assets. Make any Asset Disposition other
than a Permitted Asset Disposition.

            10.2.11. Subsidiaries. Except as otherwise provided in SECTION
10.1.11 hereof, form or acquire any Subsidiary after the Closing Date or permit
any existing Subsidiary to issue any additional Equity Interests except
director's qualifying shares.

            10.2.12. Bill-and-Hold Sales and Consignments. Make a sale to any
customer on a bill-and-hold, guaranteed sale, sale and return, sale on approval
or consignment basis, or any sale on a repurchase or return basis.

            10.2.13. Restricted Investments. Make or have any Restricted
Investment.

            10.2.14. [RESERVED].

            10.2.15. Tax Consolidation. File or consent to the filing of any
consolidated income tax return with any Person other than a Subsidiary.

            10.2.16. Accounting Changes. Make any significant change in
accounting treatment or reporting practices, except as may be required by GAAP,
or establish a fiscal year different from the Fiscal Year.

            10.2.17. Organic Documents. Amend, modify or otherwise change any of
the terms or provisions in any of its Organic Documents as in effect on the date
hereof (or on the day any Person hereafter becomes an Obligor), except for
changes that do not affect in any way (i) such Borrower's or any of its
Subsidiaries' right and authority to enter into and perform the Loan Documents
to which it is a party (ii) the perfection of Agent's Liens in any of the
Collateral, or (iii) the authority and obligation of such Borrower or Subsidiary
to perform and to pay the Obligations.

                                      -88-



            10.2.18. Restrictive Agreements. Enter into or become a party to any
Restrictive Agreement; provided that the foregoing shall not apply to (i)
Restrictive Agreements existing on the date hereof and identified on SCHEDULE
9.1.18 (but shall apply to any amendment or modification expanding the scope of
any restriction or condition contained in any such Restrictive Agreement), (ii)
restrictions or conditions imposed by any Restrictive Agreement evidencing or
governing secured Debt that is permitted by this Agreement if such restrictions
or conditions apply only to the Properties securing such Debt, and (iii)
customary provisions in leases and other contracts restricting the assignment
thereof.

            10.2.19. Hedging Agreements. Enter into any Hedging Agreement, other
than Hedging Agreements entered into in the Ordinary Course of Business to hedge
or mitigate risks to which any Borrower or any Subsidiary is exposed in the
conduct of its business or the management of its liabilities and not for any
speculative purpose.

            10.2.20. Cancellation of Claims. Cancel any claim or debt owing to
it, except for reasonable consideration negotiated on an arms-length basis and
in the Ordinary Course of Business.

            10.2.21. Anti-Terrorism Laws. Conduct any business or engage in any
transaction or dealing with any Blocked Person, including the making or
receiving any contribution of funds, goods or services to or for the benefit of
any Blocked Person; deal in, or otherwise engage in any transaction relating to,
any property or interests in property blocked pursuant to Executive Order No.
13224; or engage in on conspire to engage in any transaction that evades or
avoids, or has the purpose of evading or avoiding, or attempts to violate, any
of the prohibitions set forth in Executive Order No. 13224 or the USA Patriot
Act. Borrowers shall deliver to Agent and Lenders any certification or other
evidence requested from time to time by Agent or any Lender, in its sole
discretion, confirming each Borrower's compliance with this SECTION 10.2.21.

            10.2.22. Conduct of Business. Engage in any business other than the
business engaged in by it on the Closing Date and any business or activities
which are substantially similar, related or incidental thereto.

            10.2.23. Multiemployer Plans. Become, or permit any Subsidiary to
become a party to a Multiemployer Plan.

            10.2.24. Amendments to Other Agreements. Amend the interest rate or
principal amount or schedule of payments of principal and interest with respect
to any Debt (other than the Obligations), or any dividend rate or redemption
schedule applicable to any preferred stock of an Obligor, other than to reduce
the interest or dividend rate or to extend any such schedule of payments or
redemption schedule, or amend or cause or permit to be amended in any material
respect or in any respect that may be adverse to the interests of Agent or
Lenders (i) the Indenture or any other agreement at any time governing or
evidencing Subordinated Debt or (ii) the general indemnity agreement between any
Obligor and any surety that has issued any outstanding surety bonds for the
account of such Obligor or any related intercreditor agreement.

            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.

            10.2.26. Restrictions Applicable to JMC. Permit JMC to (a) create,
assume, or otherwise become or remain obligated in respect of, or permit or
suffer to exist or to be created, assumed or incurred or to be outstanding any
Debt, (b) become or remain liable with respect to any guaranty of any obligation
of any other Person, (c) acquire or maintain any investment (other than
investments in cash and Cash

                                      -89-



Equivalents), (d) make any Acquisition, (e) merge or consolidate with any other
Person or sell, lease or transfer or otherwise dispose of all or a substantial
portion of its assets to any Person, or (f) create, assume or permit or suffer
to exist or to be created or assumed any Lien on any of its assets.

            10.2.27. Real Estate. (i) Create or permit any Lien to exist against
all or any portion of the Real Estate except to the extent otherwise expressly
permitted in this Agreement, (ii) sell, convey, lease, transfer, assign,
hypothecate or otherwise dispose of any interest in all or any portion of the
Real Estate, or (iii) enter into any agreement with any Person (other than
Agent) that restricts a Borrower's ownership or rights with respect to the Real
Estate. Any such sale, conveyance, lease, transfer, encumbrance or restriction
of the Real Estate by any Obligor in violation of the foregoing shall be void.

      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 $20,000,000 on any date, then
Borrowers (a) shall immediately demonstrate a Fixed Charge Coverage Ratio of at
least 1.20 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
$20,000,000 for 90 consecutive days maintain a Fixed Charge Coverage Ratio of at
least 1.20 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.

SECTION 11. CONDITIONS PRECEDENT

      11.1. CONDITIONS PRECEDENT TO INITIAL CREDIT EXTENSIONS. Initial Lenders
shall not be required to fund any requested Loan, procure any Letter of Credit,
or otherwise extend credit to Borrowers, unless each of the following conditions
has been satisfied:

            11.1.1. Loan Documents. Each of the Loan Documents shall have been
duly executed and delivered to Agent by each of the signatories thereto (and,
with the exception of the Notes, in sufficient counterparts for each Lender) and
accepted by Agent and Initial Lenders and each Obligor shall be in compliance
with all of the terms thereof.

            11.1.2. Availability. Agent shall have determined, and Initial
Lenders shall be satisfied that, immediately after Initial Lenders have made the
initial Revolver Loans to be made on the Closing Date, Issuing Bank has issued
the Letters of Credit to be issued on the Closing Date (if any) and Borrowers
have paid (or made provision for payment of) all fees and closing costs incurred
in connection with the Commitments, and after increasing the Availability
Reserve in the amount of any payables of Borrowers that are stretched beyond
Borrowers' customary payment practices, Availability is not less than
$25,000,000.

            11.1.3. Evidence of Perfection and Priority of Liens. Agent shall
have received copies of all filing receipts or acknowledgments issued by any
Governmental Authority to evidence any filing or recordation necessary to
perfect the Liens of Agent in the Collateral and evidence in form satisfactory
to Agent and Initial Lenders that such Liens constitute valid and perfected
security interests and Liens, and that there are no other Liens upon any
Collateral except for Permitted Liens.

                                      -90-



            11.1.4. Organic Documents. Agent shall have received copies of the
Organic Documents of each Obligor, and all amendments thereto, certified by the
Secretary of State or other appropriate officials of the jurisdiction of each
Borrower's and each other Obligor's states of organization.

            11.1.5. Good Standing Certificates. Agent shall have received good
standing certificates or certificates of status for each Obligor, issued by the
Secretary of State or other appropriate official of such Obligor's jurisdiction
of organization and each jurisdiction where the conduct of such Obligor's
business activities or ownership of its Property necessitates qualification.

            11.1.6. Opinion Letters. Agent and Lenders shall have received a
favorable, written opinion of Greenberg, Traurig LLP and the respective local
counsel to Obligors, covering, to Agent's satisfaction, the matters set forth on
EXHIBIT F attached hereto.

            11.1.7. Insurance. Agent shall have received certified copies of the
property and casualty insurance policies or binders of Obligors with respect to
the Collateral, or certificates of insurance with respect to such policies in
form acceptable to Agent, and loss payable endorsements on Agent's standard form
of loss payee endorsement naming Agent as loss payee with respect to each such
policy and certified copies of Obligors' liability insurance policies, including
product liability policies, together with endorsements naming Agent as an
additional insured, all as required by the Loan Documents.

            11.1.8. Lockbox and Dominion Accounts. Agent shall have received the
duly executed agreements establishing the Lockbox and each Dominion Account, in
each case with a financial institution acceptable to Agent for the collection or
servicing of the Accounts.

            11.1.9. Solvency Certificates. Agent and Initial Lenders shall have
received certificates satisfactory to them from one or more knowledgeable Senior
Officers of each Obligor that, after giving effect to the financing under this
Agreement and the issuance of the Letters of Credit, each Obligor is Solvent.

            11.1.10. No Labor Disputes. Agent shall have received assurances
satisfactory to it that there are no threats of strikes or work stoppages by any
employees, or organization of employees, of any Obligor which Agent reasonably
determines may have a Material Adverse Effect.

            11.1.11. Compliance with Laws and Other Agreements. Agent shall have
determined or received assurances satisfactory to it that none of the Loan
Documents or any of the transactions contemplated thereby violate any Applicable
Law, court order or agreement binding upon any Obligor.

            11.1.12. No Material Adverse Change. No material adverse change in
the financial condition of any Obligor or in the quality, quantity or value of
any Collateral shall have occurred since December 31, 2004.

            11.1.13. Accounts Payable. Agent shall have reviewed and found
acceptable Obligors' accounts payable and vendor arrangements.

            11.1.14. Payment of Fees. Borrowers shall have paid, or made
provision for the payment on the Closing Date of, all fees and expenses to be
paid hereunder to Agent and Lenders on the Closing Date.

            11.1.15. Due Diligence. Agent shall have completed its business and
legal due diligence, including a roll forward of its previous Collateral audit,
with results acceptable to Agent.

                                      -91-



            11.1.16. LC Conditions. With respect to the procurement of any
Letter of Credit on the Closing Date, each of the LC Conditions is satisfied.

            11.1.17. Environmental Matters. Agent shall have received, reviewed
and found satisfactory the representations, warranties and disclosures in the
Environmental Agreement.

            11.1.18. Syndication Market. There shall not have occurred any
disruption or change that is materially adverse in the market for syndicated
bank credit facilities, or a material disruption of or material adverse change
in financial, banking or capital market conditions, in each case as determined
by Agent.

            11.1.19. Title Certificates. An appropriate officer or senior
employee of MasTec, acceptable to Agent, shall have entered into the Agency
Appointment as to Vehicle Titles with Agent in respect of all title
certificates, and Agent shall be satisfied that certificates of title for all
Equipment for which certificates of title have been issued are physically
assembled in MasTec's headquarters in Coral Gables, Florida.

            11.1.20. Subordinated Notes. Agent shall have received evidence
satisfactory to Agent (which may be a legal opinion) that the Obligations will
constitute "Designated Senior Debt" for purposes of (and as defined in) the
Indenture.

      11.2. CONDITIONS PRECEDENT TO ALL CREDIT EXTENSIONS. Lenders shall not be
required to fund any Loans or otherwise extend any credit to or for the benefit
of Borrowers and Issuing Bank shall have no obligation to issue any Letter of
Credit, unless and until each of the following conditions has been and continues
to be satisfied:

            11.2.1. No Defaults. No Default or Event of Default exists at the
time, or would result from the funding, of any Loan or other extension of
credit.

            11.2.2. Satisfaction of Conditions in Other Loan Documents. Each of
the conditions precedent set forth in any other Loan Document shall have been
and shall remain satisfied.

            11.2.3. No Litigation. No action, proceeding, investigation,
regulation or legislation shall have been instituted, threatened or proposed
before any court, governmental agency or legislative body to enjoin, restrain or
prohibit, or to obtain damages in respect of, or which is related to or arises
out of, this Agreement or any of the other Loan Documents or the consummation of
the transactions contemplated hereby or thereby.

            11.2.4. No Material Adverse Effect. No event shall have occurred and
no condition shall exist which has or could be reasonably expected to have a
Material Adverse Effect.

            11.2.5. Borrowing Base Certificate. Agent shall have received each
Borrowing Base Certificate then required by the terms of this Agreement or
otherwise requested by Agent.

            11.2.6. LC Conditions. With respect to the procurement of any Letter
of Credit after the Closing Date, each of the LC Conditions is satisfied.

      11.3. INAPPLICABILITY OF CONDITIONS. None of the conditions precedent set
forth in SECTIONS 11.1 or 11.2 shall be conditions to the obligation of (i) each
Participating Lender to make payments to BofA pursuant to SECTION 2.3.2, (ii)
each Lender to deposit with Agent such Lender's Pro Rata share of a Borrowing in
accordance with SECTION 4.1.2, (iii) each Lender to fund its Pro Rata

                                      -92-



share of a Revolver Loan to repay outstanding Swingline Loans to BofA as
provided in SECTION 4.1.3(II), (iv) each Lender to pay any amount payable to
Agent or any other Lender pursuant to this Agreement or (v) Agent to pay any
amount payable to any Lender pursuant to this Agreement.

      11.4. LIMITED WAIVER OF CONDITIONS PRECEDENT. If Lenders shall make any
Loan or otherwise extend any credit to Borrowers under this Agreement at a time
when any of the foregoing conditions precedent are not satisfied (regardless of
whether the failure of satisfaction of any such conditions precedent was known
or unknown to Agent or Lenders), the funding of such Loan or other extension of
credit shall not operate as a waiver of the right of Agent and Lenders to insist
upon the satisfaction of all conditions precedent with respect to each
subsequent Borrowing requested by Borrowers or a waiver of any Default or Event
of Default as a consequence of the failure of any such conditions to be
satisfied, unless Agent, with the prior written consent of the Required Lenders,
in writing waives the satisfaction of any condition precedent, in which event
such waiver shall only be applicable for the specific instance given and only to
the extent and for the period of time expressly stated in such written waiver.

SECTION 12. EVENTS OF DEFAULT; REMEDIES ON DEFAULT

      12.1. EVENTS OF DEFAULT. The occurrence or existence of any one or more of
the following events or conditions shall constitute an "Event of Default" (each
of which Events of Default shall be deemed to exist unless and until waived by
Agent and Lenders in accordance with the provisions of SECTION 13.9 hereof):

            12.1.1. Payment of Obligations. Borrowers shall fail to pay any of
the Obligations on the due date thereof (whether due at stated maturity, on
demand, upon acceleration or otherwise).

            12.1.2. Misrepresentations. Any representation, warranty or other
written statement to Agent or any Lender by or on behalf of any Obligor, whether
made in or furnished in compliance with or in reference to any of the Loan
Documents (including any representation made in any Borrowing Base Certificate),
proves to have been false or misleading in any material respect when made or
furnished or when reaffirmed pursuant to SECTION 9.2 hereof.

            12.1.3. Breach of Specific Covenants. Any Obligor shall fail or
neglect to perform, keep or observe any covenant contained in SECTIONS 7.4, 7.6,
7.7, 8.1.1, 8.1.2, 8.2.4, 8.2.5, 8.2.6, 8.5, 10.1.1, 10.1.2, 10.1.3, 10.1.6,
10.1.9, 10.2 or 10.3 hereof on the date that such Obligor is required to
perform, keep or observe such covenant.

            12.1.4. Breach of Other Covenants. Any Obligor shall fail or neglect
to perform, keep or observe any covenant contained in this Agreement (other than
a covenant which is dealt with specifically elsewhere in SECTION 12.1 hereof)
and the breach of such other covenant is not cured to Agent's and the Required
Lender's satisfaction within 30 days after the sooner to occur of any Senior
Officer's receipt of notice of such breach from Agent or the date on which such
failure or neglect first becomes known to any Senior Officer; provided, however,
that such notice and opportunity to cure shall not apply in the case of any
failure to perform, keep or observe any covenant which is not capable of being
cured at all or within such 30-day period or which is a willful and knowing
breach by any Obligor.

            12.1.5. Default Under Security Documents/Other Agreements. Any
Obligor or any other Obligor shall default in the due and punctual observance or
performance of any liability or obligation to be observed or performed by it
under any of the Other Agreements or Security Documents.

            12.1.6. Other Defaults. There shall occur any default or event of
default on the part of any Obligor or any Subsidiary under (i) the Indenture, or
(ii) under any other agreement, document or

                                      -93-



instrument to which such Obligor or such Subsidiary is a party or by which such
Obligor or such Subsidiary or any of their respective Properties is bound,
creating or relating to any Debt (other than the Obligations) in excess of
$2,500,000, in each case if the payment or maturity of such Debt may be
accelerated in consequence of such default or event of default or demand for
payment of such Debt may be made.

            12.1.7. Uninsured Losses. Any loss, theft, damage or destruction of
any of the Collateral not fully covered (subject to such deductibles as Agent
shall have permitted) by insurance if the amount not covered by insurance
exceeds $2,000,000.

            12.1.8. Material Adverse Effect. There shall occur any event or
condition that has a Material Adverse Effect.

            12.1.9. Solvency. Any Obligor shall cease to be Solvent.

            12.1.10. Insolvency Proceedings. Any Insolvency Proceeding shall be
commenced by any Obligor; an Insolvency Proceeding is commenced against any
Obligor and any of the following events occur: such Obligor consents to the
institution of the Insolvency Proceeding against it, the petition commencing the
Insolvency Proceeding is not timely controverted by such Obligor, the petition
commencing the Insolvency Proceeding is not dismissed within 60 days after the
date of the filing thereof (provided that, in any event, during the pendency of
any such period, Lenders shall be relieved from their obligation to make Loans
or otherwise extend credit to or for the benefit of Borrowers hereunder), an
interim trustee is appointed to take possession all or a substantial portion of
the Properties of such Obligor or to operate all or any substantial portion of
the business of such Obligor or an order for relief shall have been issued or
entered in connection with such Insolvency Proceeding; or any Obligor shall make
an offer of settlement extension or composition to its unsecured creditors
generally.

            12.1.11. Business Disruption; Condemnation. There shall occur a
cessation of a substantial part of the business of any Obligor for a period
which may be reasonably expected to have a Material Adverse Effect; or any
Obligor shall suffer the loss or revocation of any license or permit now held or
hereafter acquired by such Obligor which is necessary to the continued or lawful
operation of its business; or any Obligor shall be enjoined, restrained or in
any way prevented by court, governmental or administrative order from conducting
all or any material part of its business affairs; or any material lease or
agreement pursuant to which any Obligor leases or occupies any premises on which
any Collateral is located shall be canceled or terminated prior to the
expiration of its stated term and such cancellation or termination has a
Material Adverse Effect or results in an Out-of-Formula Condition; or any
material part of the Collateral shall be taken through condemnation or the value
of such Property shall be materially impaired through condemnation.

            12.1.12. ERISA; Plans. A Reportable Event shall occur which Agent,
in its reasonable discretion, shall determine constitutes grounds for the
termination of, including by the Pension Benefit Guaranty Corporation, any Plan
or for the appointment by the appropriate United States district court of a
trustee for any Multiemployer Plan (or similar remedy under the PBA), or any
Plan shall be terminated or any such trustee shall be requested or appointed, or
any Borrower, any Subsidiary or any other Obligor is in "default" (as defined in
Section 4219(c)(5) of ERISA or any similar provision of the PBA) with respect to
payments to a Multiemployer Plan resulting from such Borrower's, such
Subsidiary's or such other Obligor's complete or partial withdrawal from such
Multiemployer Plan, or with respect to any Plan of a Canadian Obligor, any Lien
arises with respect to such Plan (other than for contribution amounts not yet
due).

                                      -94-



            12.1.13. Challenge to Loan Documents. Any Obligor or any of its
Affiliates shall challenge or contest in any action, suit or proceeding the
validity or enforceability of any of the Loan Documents, the legality or
enforceability of any of the Obligations or the perfection or priority of any
Lien granted to Agent, or any of the Loan Documents ceases to be in full force
or effect for any reason other than a full or partial waiver or release by Agent
and Lenders in accordance with the terms thereof.

            12.1.14. Judgment. One or more judgments or orders for the payment
of money in an amount that exceeds, individually or in the aggregate, $1,000,000
shall be entered against any Borrower or any other Obligor and (i) enforcement
proceedings shall have been commenced by any creditor upon such judgment or
order, (ii) there shall be any period of 30 consecutive days during which a stay
of enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect or (iii) results in the creation or imposition
of a Lien upon any of the Collateral that is not a Permitted Lien.

            12.1.15. Repudiation of or Default Under Guaranty. Any Guarantor
shall revoke or attempt to revoke the Guaranty signed by such Guarantor, shall
repudiate such Guarantor's liability thereunder, or shall be in default under
the terms thereof, or shall fail to confirm in writing, promptly after receipt
of Agent's written request therefor, such Guarantor's ongoing liability under
the Guaranty in accordance with the terms thereof.

            12.1.16. Criminal Forfeiture. Any Obligor (or any of its Senior
Officers) is criminally indicted or convicted for (i) a felony committed in the
conduct of the business of such Obligor or (ii) any law that could lead to a
forfeiture of any material (as determined by Agent in the exercise of its
discretion) Collateral.

            12.1.17. Change of Control. A Change of Control shall occur.

      12.2. ACCELERATION OF OBLIGATIONS; TERMINATION OF COMMITMENTS. Without in
any way limiting the right of Agent to demand payment of any portion of the
Obligations payable on demand in accordance with this Agreement upon or at any
time after the occurrence of an Event of Default (other than pursuant to SECTION
12.1.10 hereof) and for so long as such Event of Default shall exist, Agent may
in its discretion (and, upon receipt of written instructions to do so from the
Required Lenders, shall) (a) declare the principal of and any accrued interest
on the Loans and all other Obligations owing under any of the Loan Documents to
be, whereupon the same shall become without further notice or demand (all of
which notice and demand each Borrower expressly waives), forthwith due and
payable and Borrowers shall forthwith pay to Agent the entire principal of and
accrued and unpaid interest on the Loans and other Obligations plus reasonable
attorneys' fees and court costs if such principal and interest are collected by
or through an attorney-at-law and (b) terminate the Revolver Commitments;
provided, however, that upon the occurrence of an Event of Default specified in
SECTION 12.1.10, all of the Obligations shall become automatically due and
payable without declaration, notice or demand by Agent to or upon any Borrower
or any other Obligor and the Revolver Commitments shall automatically terminate
as if terminated by Agent pursuant to SECTION 6.2.1 and with the effects
specified in SECTION 6.2.4.

      12.3. OTHER REMEDIES. Upon and after the occurrence of an Event of Default
and for so long as such Event of Default shall exist, Agent may in its
discretion (and, upon receipt of written direction of the Required Lenders,
shall) institute any Enforcement Action and exercise from time to time the
following rights and remedies:

                                      -95-



            12.3.1. All of the rights and remedies of a secured party under the
UCC, the PPSA, the Civil Code of Quebec or under other Applicable Law, and all
other legal and equitable rights to which Agent may be entitled under any of the
Loan Documents, all of which rights and remedies shall be cumulative and shall
be in addition to any other rights or remedies contained in this Agreement or
any of the other Loan Documents, and none of which shall be exclusive.

            12.3.2. The right to collect all amounts at any time payable to an
Obligor from any Account Debtor or other Person at any time indebted to such
Obligor.

            12.3.3. The right to take immediate possession of any of the
Collateral, including all certificates of title with respect to Obligors' motor
vehicles, trailers and other Property for which a certificate of title has been
issued, and to (i) require Obligors to assemble the Collateral, at Borrowers'
expense, and make it available to Agent at a place designated by Agent which is
reasonably convenient to both parties, and (ii) enter any premises where any of
the Collateral shall be located and to keep and store the Collateral on said
premises until sold (and if said premises be owned or leased Property of an
Obligor, then Borrowers agree not to charge Agent for storage of any Collateral
thereon).

            12.3.4. The right to sell or otherwise dispose of all or any
Collateral in its then condition, or after any further manufacturing or
processing thereof, at public or private sale or sales, with such notice as may
be required by Applicable Law, in lots or in bulk, for cash or on credit, all as
Agent, in its sole discretion, may deem advisable. Each Borrower agrees that any
requirement of notice to any Borrower or any other Obligor of any proposed
public or private sale or other disposition of Collateral by Agent shall be
deemed reasonable notice thereof if given at least 10 days prior thereto, and
such sale may be at such locations as Agent may designate in said notice. Agent
shall have the right to conduct such sales on any Borrower's or any other
Obligor's premises, without charge therefor, and such sales may be adjourned
from time to time in accordance with Applicable Law. Agent shall have the right
to sell, lease or otherwise dispose of the Collateral, or any part thereof, for
cash, credit or any combination thereof, and Agent may purchase all or any part
of the Collateral at public or, if permitted by law, private sale and, in lieu
of actual payment of such purchase price, may set off the amount of such price
against the Obligations. The proceeds realized from the sale or other
disposition of any Collateral may be applied, after allowing 2 Business Days for
collection, first to any Extraordinary Expenses incurred by Agent and then to
the remainder of the Obligations as specified in SECTION 5.6.1.

            12.3.5. The right to obtain the appointment of a receiver, without
notice of any kind whatsoever, to take possession of the Collateral and to
exercise such rights and powers as the court appointing such receiver shall
confer upon such receiver.

            12.3.6. The right to exercise all of Agent's remedies under the
Mortgages with respect to any Real Estate.

            12.3.7. The right to require Borrowers to Cash Collateralize
outstanding Letters of Credit, and, if Borrowers fail promptly to make such
deposit, Lenders may (and shall upon the direction of the Required Lenders)
advance such amount as a Revolver Loan (whether or not an Out-of-Formula
Condition exists or is created thereby). Any such deposit or advance shall be
held by Agent in the Cash Collateral Account to fund future payments on any
Letter of Credit. At such time as all Letters of Credit have been drawn upon or
expired, any amounts remaining in the Cash Collateral Account shall be applied
against any outstanding Obligations, or, after Full Payment of all Obligations,
returned to Borrowers.

Agent is hereby granted an irrevocable, non-exclusive license or other right to
use, license or sub-license (exercisable without payment of royalty or other
compensation to any Obligor or any other Person) any or all of each Obligor's
Intellectual Property and all of each Obligor's computer hardware and software
trade

                                      -96-



secrets, brochures, customer lists, promotional and advertising materials,
labels, and packaging materials, and any Property of a similar nature, in
advertising for sale, marketing, selling and collecting and in completing the
manufacturing of any Collateral, and each Obligor's rights under all licenses
and all franchise agreements shall inure to Agent's benefit, provided that the
foregoing shall not be deemed to confer upon Agent the right of use or any
sub-license under any License Agreement under which the Licensor has not
consented to such right of use of sub-licenses.

      12.4. SETOFF. In addition to any Liens granted under any of the Loan
Documents and any rights now or hereafter available under Applicable Law, Agent
and each Lender (and each of their respective Affiliates) is hereby authorized
by Borrowers at any time that an Event of Default exists, without notice to
Borrowers or any other Person (any such notice being hereby expressly waived),
to set off and to appropriate and apply any and all deposits, general or special
(including Debt evidenced by certificates of deposit whether matured or
unmatured (but not including trust accounts)) and any other Debt at any time
held or owing by such Lender or any of their Affiliates to or for the credit or
the account of any Obligor against and on account of the Obligations of Obligors
arising under the Loan Documents to Agent, such Lender or any of their
Affiliates, including all Loans and LC Obligations and all claims of any nature
or description arising out of or in connection with this Agreement, irrespective
of whether or not (i) Agent or such Lender shall have made any demand hereunder,
(ii) Agent, at the request or with the consent of the Required Lenders, shall
have declared the principal of and interest on the Loans and other amounts due
hereunder to be due and payable as permitted by this Agreement and even though
such Obligations may be contingent or unmatured or (iii) the Collateral for the
Obligations is adequate. Notwithstanding the foregoing, each of Agent and
Lenders agree with each other that it shall not, without the express consent of
the Required Lenders, and that it shall (to the extent that it is lawfully
entitled to do so) upon the request of the Required Lenders, exercise its setoff
rights hereunder against any accounts of any Obligor now or hereafter maintained
with Agent, such Lender or any Affiliate of any of them, but no Obligor shall
have any claim or cause of action against Agent or any Lender for any setoff
made without the consent of the Required Lenders and the validity of any such
setoff shall not be impaired by the absence of such consent. If any party (or
its Affiliate) exercises the right of setoff provided for hereunder, such party
shall be obligated to share any such setoff in the manner and to the extent
required by SECTION 13.5.

      12.5. REMEDIES CUMULATIVE; NO WAIVER.

            12.5.1. All covenants, conditions, provisions, warranties,
guaranties, indemnities, and other undertakings of Borrowers contained in this
Agreement, the other Loan Documents, or any other agreement between Agent or any
Lender and any Obligor, heretofore, concurrently, or hereafter entered into,
shall be deemed cumulative to and not in derogation or substitution of any of
the terms, covenants, conditions, or agreements of Borrowers herein contained.
The rights and remedies of Agent and Lenders under this Agreement and the other
Loan Documents shall be cumulative and not exclusive of any rights or remedies
that Agent or any Lender would otherwise have.

            12.5.2. The failure or delay of Agent or any Lender to require
strict performance by Obligors of any provision of any of the Loan Documents or
to exercise or enforce any rights, Liens, powers or remedies under any of the
Loan Documents or with respect to any Collateral shall not operate as a waiver
of such performance, Liens, rights, powers and remedies, but all such
requirements, Liens, rights, powers, and remedies shall continue in full force
and effect until the Full Payment of all Loans and all other Obligations owing
or to become owing from Obligors to Agent and Lenders. None of the undertakings,
agreements, warranties, covenants and representations of Obligors contained in
this Agreement or any of the other Loan Documents and no Event of Default by any
Obligor under this Agreement or any other Loan Documents shall be deemed to have
been suspended or waived by Agent or any Lender, unless such suspension or
waiver is by an instrument in writing specifying such

                                      -97-



suspension or waiver and is signed by a duly authorized representative of Agent
or such Lender and directed to Borrowers.

            12.5.3. If Agent or any Lender shall accept performance by an
Obligor, in whole or in part, of any obligation that such Obligor is required by
any of the Loan Documents to perform only when a Default or Event of Default
exists, or if Agent or any Lender shall exercise any right or remedy under any
of the Loan Documents that may not be exercised other than when a Default or
Event of Default exists, Agent's or Lender's acceptance of such performance by
an Obligor or Agent's or Lender's exercise of any such right or remedy shall not
operate to waive any such Event of Default or to preclude the exercise by Agent
or any Lender of any other right or remedy, unless otherwise expressly agreed in
writing by Agent or such Lender, as the case may be.

SECTION 13. AGENTS

      13.1. APPOINTMENT OF AGENT AND SYNDICATION AGENT; AUTHORITY AND DUTIES OF
AGENT.

            13.1.1. Each Lender hereby irrevocably appoints and designates BofA
as Agent and GECC as Syndication Agent to act as herein specified. Agent may,
and each Lender by its acceptance of a Note and becoming a party to this
Agreement shall be deemed irrevocably to have authorized Agent to, enter into
all Loan Documents to which Agent is or is intended to be a party and all
amendments hereto and all Security Documents at any time executed by any
Obligor, for its benefit and the Pro Rata benefit of Lenders and, except as
otherwise provided in this SECTION 13, to exercise such rights and powers under
this Agreement and the other Loan Documents as are specifically delegated to
Agent by the terms hereof and thereof, together with such other rights and
powers as are reasonably incidental thereto. Each Lender agrees that any action
taken by Agent or the Required Lenders in accordance with the provisions of this
Agreement or the other Loan Documents, and the exercise by Agent or the Required
Lenders of any of the powers set forth herein or therein, together with such
other powers as are reasonably incidental thereto, shall be authorized and
binding upon all Lenders. Without limiting the generality of the foregoing,
Agent shall have the sole and exclusive right and authority to (a) act as the
disbursing and collecting agent for Lenders with respect to all payments and
collections arising in connection with this Agreement and the other Loan
Documents; (b) execute and deliver as Agent each Loan Document and each Lien
Waiver and accept delivery of each such agreement delivered by any Obligor or
any other Person; (c) act as collateral agent for Secured Parties for purposes
of the perfection of all security interests and Liens created by this Agreement
or the Security Documents and, subject to the direction of the Required Lenders,
for all other purposes stated therein, provided that Agent hereby appoints,
authorizes and directs each Lender to act as a collateral sub-agent for Agent
and the other Lenders for purposes of the perfection of all security interests
and Liens with respect to an Obligor's Deposit Accounts maintained with, and all
cash and Cash Equivalents held by, such Lender; (d) subject to the direction of
the Required Lenders, manage, supervise or otherwise deal with the Collateral;
and (e) except as may be otherwise specifically restricted by the terms of this
Agreement and subject to the direction of the Required Lenders, exercise all
remedies given to Agent with respect to any of the Collateral under the Loan
Documents relating thereto, Applicable Law or otherwise. The duties of Agent
shall be ministerial and administrative in nature, and Agent shall not have by
reason of this Agreement or any other Loan Document a fiduciary relationship
with any Lender (or any Lender's participants). 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 or Fixed Assets constitute Eligible
Accounts or Eligible Fixed Assets (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.

                                      -98-



            13.1.2. Agent (which term, as used in this sentence, shall include
reference to Agent's officers, directors, employees, attorneys, agents and
Affiliates and to the officers, directors, employees, attorneys and agents of
Agent's Affiliates) shall not: (a) have any duties or responsibilities except
those expressly set forth in this Agreement and the other Loan Documents or (b)
be required to take, initiate or conduct any Enforcement Action (including any
litigation, foreclosure or collection proceedings hereunder or under any of the
other Loan Documents) except to the extent directed to do so by the Required
Lenders during the continuance of any Event of Default. The conferral upon Agent
of any right hereunder shall not imply a duty on Agent's part to exercise any
such right unless instructed to do so by the Required Lenders in accordance with
this Agreement.

            13.1.3. Agent may perform any of its duties by or through its agents
and employees and may employ one or more Agent Professionals and shall not be
responsible for the negligence or misconduct of any such Agent Professionals
selected by it with reasonable care. Borrowers shall promptly (and in any event,
ON DEMAND) reimburse Agent for all reasonable expenses (including all
Extraordinary Expenses) incurred by Agent pursuant to any of the provisions
hereof or of any of the other Loan Documents or in the execution of any of
Agent's duties hereby or thereby created or in the exercise of any right or
power herein or therein imposed or conferred upon it or Lenders (excluding,
however, general overhead expenses), and each Lender agrees promptly to pay to
Agent, ON DEMAND, such Lender's Pro Rata share of any such reimbursement for
expenses (including Extraordinary Expenses) that is not timely made by Borrowers
to Agent.

            13.1.4. The rights, remedies, powers and privileges conferred upon
Agent hereunder and under the other Loan Documents may be exercised by Agent
without the necessity of the joinder of any other parties unless otherwise
required by Applicable Law. If Agent shall request instructions from the
Required Lenders with respect to any act or action (including the failure to
act) in connection with this Agreement or any of the other Loan Documents, Agent
shall be entitled to refrain from such act or taking such action unless and
until Agent shall have received instructions from the Required Lenders; and
Agent shall not incur liability to any Person by reason of so refraining.
Without limiting the foregoing, no Lender shall have any right of action
whatsoever against Agent as a result of Agent acting or refraining from acting
hereunder or under any of the Loan Documents pursuant to or in accordance with
the instructions of the Required Lenders except for Agent's own gross negligence
or willful misconduct in connection with any action taken by it. Notwithstanding
anything to the contrary contained in this Agreement, Agent shall not be
required to take any action that is in its opinion contrary to Applicable Law or
the terms of any of the Loan Documents or that would in its reasonable opinion
subject it or any of its officers, employees or directors to personal liability.

            13.1.5. Agent shall promptly, upon receipt thereof, forward to each
Lender (i) copies of any significant written notices, reports, certificates and
other information received by Agent from any Obligor, including each Schedule of
Accounts (but only if and to the extent such Obligor is not required by the
terms of the Loan Documents to supply such information directly to Lenders) and
(ii) copies of the results of any appraisals, or field audits by or other
examinations made or prepared by or on behalf of Agent with respect to Obligors
or the Collateral (each, a "Report" and collectively, "Reports"). Agent shall
have no liability to any Lender for any errors in or omissions from any field
audit or other examination of Obligors or the Collateral, unless such error or
omission was the direct result of Agent's willful misconduct or gross
negligence.

                                      -99-


      13.2. AGREEMENTS REGARDING COLLATERAL AND EXAMINATION REPORTS.

            13.2.1. Lenders hereby irrevocably authorize Agent to release any
Lien with respect to any Collateral (i) upon the termination of the Commitments
and Full Payment of the Obligations, (ii) that is the subject of an Asset
Disposition which Borrowers certify in writing to Agent is a Permitted Asset
Disposition (and Agent may rely conclusively on any such certificate without
further inquiry), or (iii) with the written consent of all Lenders. Agent shall
have no obligation whatsoever to any of the Lenders to assure that any of the
Collateral exists or is owned by an Obligor or is cared for, protected or
insured or has been encumbered, or that Agent's Liens have been properly,
sufficiently or lawfully created, perfected, protected or enforced or entitled
to any particular priority or to exercise any duty of care with respect to any
of the Collateral.

            13.2.2. Each Lender agrees that neither BofA nor Agent makes any
representation or warranty as to the accuracy or completeness of any Report and
shall not be liable for any information contained in or omitted from any such
Report; agrees that the Reports are not intended to be comprehensive audits or
examinations and that BofA or Agent or any other Person performing any audit or
examination will inspect only specific information regarding Obligations or the
Collateral and will rely significantly upon Borrowers' books and records as well
as upon representations of Borrowers' officers and employees; agrees to keep all
Reports confidential and strictly for its internal use and not to distribute the
Reports (or the contents thereof) to any Person (except to its Participants,
attorneys, accountants and other Persons with whom such Lender has a
confidential relationship) or use any Report in any other manner; and, without
limiting the generality of any other indemnification contained herein, agrees to
hold Agent and any other Person preparing a Report harmless from any action that
the indemnifying Lender may take or conclusion the indemnifying Lender may reach
or draw from any Report in connection with any Loans or other credit
accommodations that the indemnifying Lender has made or may make to Borrowers,
or the indemnifying Lender's participation in, or its purchase of, a loan or
loans of any Obligor, and to pay and protect, and indemnify, defend and hold
Agent and each other such Person preparing a Report harmless from and against
all claims, actions, proceedings, damages, costs, expenses and other amounts
(including attorneys' fees incurred by Agent and any such other Person preparing
a Report as the direct or indirect result of any third parties who might obtain
all or any part of any Report through the indemnifying Lender.

      13.3. RELIANCE BY AGENT. Agent shall be entitled to rely, and shall be
fully protected in so relying, upon any certification, notice or other
communication (including any thereof by telephone, telex, telegram, telecopier
message or cable) believed by it to be genuine and correct and to have been
signed, sent or made by or on behalf of the proper Person or Persons, and upon
advice and statements of Agent Professionals selected by Agent. Without limiting
the generality of the foregoing, Agent may rely upon any Notice of Borrowing, LC
Request, Notice of Conversion/Continuance or any similar notice or request
believed by Agent to be genuine. As to any matters not expressly provided for by
this Agreement or any of the other Loan Documents, Agent shall in all cases be
fully protected in acting or refraining from acting hereunder and thereunder in
accordance with the instructions of the Required Lenders, and such instructions
of the Required Lenders and any action taken or failure to act pursuant thereto
shall be binding upon Lenders.

      13.4. ACTION UPON DEFAULT. Agent shall not be deemed to have knowledge of
the occurrence of a Default or an Event of Default unless it has received
written notice from a Lender or any or all Borrowers specifying the occurrence
and nature of such Default or Event of Default. If Agent shall receive such a
notice of a Default or an Event of Default or shall otherwise acquire actual
knowledge of any Default or Event of Default, Agent shall promptly notify
Lenders in writing and Agent shall take such action and assert such rights under
this Agreement and the other Loan Documents, or shall refrain from taking such
action and asserting such rights, as the Required Lenders shall direct from time
to time. If

                                     -100-


any Lender shall receive a notice of a Default or an Event of Default or shall
otherwise acquire actual knowledge of any Default or Event of Default, such
Lender shall promptly notify Agent and the other Lenders in writing. As provided
in SECTION 13.3 hereof, Agent shall not be subject to any liability by reason of
acting or refraining to act pursuant to any request of the Required Lenders
except for its own willful misconduct or gross negligence in connection with any
action taken by it. Before directing Agent to take or refrain from taking any
action or asserting any rights or remedies under this Agreement and the other
Loan Documents on account of any Event of Default, the Required Lenders shall
consult with and seek the advice of (but without having to obtain the consent
of) each other Lender, and promptly after directing Agent to take or refrain
from taking any such action or asserting any such rights, the Required Lenders
will so advise each other Lender of the action taken or refrained from being
taken and, upon request of any Lender, will supply information concerning
actions taken or not taken. In no event shall the Required Lenders, without the
prior written consent of each Lender, direct Agent to accelerate and demand
payment of the Loans held by one Lender without accelerating and demanding
payment of all other Loans or to terminate the Commitments of one or more
Lenders without terminating the Commitments of all Lenders. Each Lender agrees
that, except as otherwise provided in any of the Loan Documents or with the
written consent of Agent and the Required Lenders, it will not take any legal
action or institute any action or proceeding against any Obligor with respect to
any of the Obligations or Collateral or accelerate or otherwise enforce its
portion of the Obligations. Without limiting the generality of the foregoing,
none of Lenders may exercise any right that it might otherwise have under
Applicable Law to credit bid at foreclosure sales, UCC sales, PPSA sales or
other similar sales or dispositions of any of the Collateral except as
authorized by Agent and Required Lenders. Notwithstanding anything to the
contrary set forth in this SECTION 13.4 or elsewhere in this Agreement, each
Lender shall be authorized to take such action to preserve or enforce its rights
against any Obligor where a deadline or limitation period is otherwise
applicable and would, absent the taken of specified action, bar the enforcement
of Obligations held by such Lender against such Obligor, including the filing of
proofs of claim in any Insolvency Proceeding.

      13.5. RATABLE SHARING. If any Lender shall obtain any payment or reduction
(including any amounts received as adequate protection of a bank account deposit
treated as cash collateral under the Bankruptcy Code) of any Obligation of
Borrowers (whether voluntary, involuntary, through the exercise of any right of
set-off or otherwise) in excess of its Pro Rata share of payments or reductions
on account of such Obligations obtained by all of the Lenders, such Lender shall
forthwith (i) notify the other Lenders and Agent of such receipt and (ii)
purchase from the other Lenders such participations in the affected Obligations
as shall be necessary to cause such purchasing Lender to share the excess
payment or reduction, net of costs incurred in connection therewith, on a Pro
Rata basis, provided that if all or any portion of such excess payment or
reduction is thereafter recovered from such purchasing Lender or additional
costs are incurred, the purchase shall be rescinded and the purchase price
restored to the extent of such recovery or such additional costs, but without
interest. Each Borrower agrees that any Lender so purchasing a participation
from another Lender pursuant to this SECTION 13.5 may, to the fullest extent
permitted by Applicable Law, exercise all of its rights of payment (including
the right of set-off) with respect to such participation as fully as if such
Lender were the direct creditor of Borrowers in the amount of such
participation.

      13.6. INDEMNIFICATION OF AGENT INDEMNITEES.

            13.6.1. Each Lender agrees to indemnify and defend the Agent
Indemnitees (to the extent not reimbursed by Borrowers, but without limiting the
indemnification obligations of Borrowers under any of the Loan Documents), on a
Pro Rata basis, and to hold each of the Agent Indemnitees harmless from and
against, any and all Indemnified Claims which may be imposed on, incurred by or
asserted against any of the Agent Indemnitees in any way related to or arising
out of this Agreement or any of the other Loan Documents or any other document
contemplated by or referred to herein or therein

                                     -101-


or the transactions contemplated hereby or thereby (including the costs and
expenses which Borrowers are obligated to pay under SECTION 15.2 hereof or
amounts Agent may be called upon to pay in connection with any lockbox or
Dominion Account arrangement contemplated hereby or under any indemnity,
guaranty or other assurance of payment or performance given by Agent pursuant to
SECTION 3.4.2 or the enforcement of any of the terms hereof or thereof or of any
such other documents, provided that no Lender shall be liable to an Agent
Indemnitee for any of the foregoing to the extent that they result solely from
the willful misconduct or gross negligence of such Agent Indemnitee.

            13.6.2. Without limiting the generality of the foregoing provisions
of this SECTION 13.6, if Agent should be sued by any receiver, trustee in
bankruptcy, debtor-in-possession or other Person on account of any alleged
preference or fraudulent transfer received or alleged to have been received from
any Borrower or any other Obligor as the result of any transaction under the
Loan Documents, then in such event any monies paid by Agent in settlement or
satisfaction of such suit, together with all Extraordinary Expenses incurred by
Agent in the defense of same, shall be promptly reimbursed to Agent by Lenders
to the extent of each Lender's Pro Rata share.

            13.6.3. Without limiting the generality of the foregoing provisions
of this SECTION 13.6, if at any time (whether prior to or after the Commitment
Termination Date) any action or proceeding shall be brought against any of the
Agent Indemnitees by an Obligor or by any other Person claiming by, through or
under an Obligor, to recover damages for any act taken or omitted by Agent under
any of the Loan Documents or in the performance of any rights, powers or
remedies of Agent against any Obligor, any Account Debtor, the Collateral or
with respect to any Loans, or to obtain any other relief of any kind on account
of any transaction involving any Agent Indemnitees under or in relation to any
of the Loan Documents, each Lender agrees to indemnify, defend and hold the
Agent Indemnitees harmless with respect thereto and to pay to the Agent
Indemnitees such Lender's Pro Rata share of such amount as any of the Agent
Indemnitees shall be required to pay by reason of a judgment, decree, or other
order entered in such action or proceeding or by reason of any compromise or
settlement agreed to by the Agent Indemnitees, including all interest and costs
assessed against any of the Agent Indemnitees in defending or compromising such
action, together with attorneys' fees and other legal expenses paid or incurred
by the Agent Indemnitees in connection therewith; provided, however, that no
Lender shall be liable to any Agent Indemnitee for any of the foregoing to the
extent that they arise solely from the willful misconduct or gross negligence of
such Agent Indemnitee. In Agent's discretion, Agent may also reserve for or
satisfy any such judgment, decree or order from proceeds of Collateral prior to
any distributions therefrom to or for the account of Lenders.

      13.7. LIMITATION ON RESPONSIBILITIES OF AGENT. Agent shall in all cases be
fully justified in failing or refusing to act hereunder unless it shall have
received further assurances to its satisfaction from Lenders of their
indemnification obligations under SECTION 13.6 hereof against any and all
Indemnified Claims which may be incurred by Agent by reason of taking or
continuing to take any such action. Agent shall not be liable to Lenders for any
action taken or omitted to be taken under or in connection with this Agreement
or the other Loan Documents except as a result and to the extent of losses
caused by Agent's actual gross negligence or willful misconduct. Agent does not
assume any responsibility for any failure or delay in performance or breach by
any Obligor or any Lender of its obligations under this Agreement or any of the
other Loan Documents. Agent does not make to Lenders, and no Lender makes to
Agent or the other Lenders, any express or implied warranty, representation or
guarantee with respect to any Obligations, the Collateral, the Loan Documents or
any Obligor. Neither Agent nor any of its officers, directors, employees,
attorneys or agents shall be responsible to Lenders, and no Lender nor any of
its agents, attorneys or employees shall be responsible to Agent or the other
Lenders, for: (i) any recitals, statements, information, representations or
warranties contained in any of the Loan Documents or in any certificate or other
document furnished pursuant to the terms hereof; (ii) the execution, validity,
genuineness, effectiveness or enforceability of any of the Loan Documents; (iii)
the validity, genuineness,

                                     -102-


enforceability, collectibility, value, sufficiency or existence of any
Collateral, or the perfection or priority of any Lien therein; or (iv) the
assets, liabilities, financial condition, results of operations, business,
creditworthiness or legal status of any Obligor or any Account Debtor. Neither
Agent nor any of its officers, directors, employees, attorneys or agents shall
have any obligation to any Lender to ascertain or inquire into the existence of
any Default or Event of Default, the observance or performance by any Obligor of
any of the duties or agreements of such Obligor under any of the Loan Documents
or the satisfaction of any conditions precedent contained in any of the Loan
Documents. Agent may consult with and employ legal counsel, accountants and
other experts and shall be entitled to act upon, and shall be fully protected in
any action taken in good faith reliance upon, any advice given by such experts.

      13.8. SUCCESSOR AGENT AND CO-AGENTS.

            13.8.1. Subject to the appointment and acceptance of a successor
Agent as provided below, Agent may resign at any time by giving at least 30 days
written notice thereof to each Lender and Borrowers. Upon receipt of any notice
of such resignation, the Required Lenders, after prior consultation with (but
without having to obtain consent of) each Lender, shall have the right to
appoint a successor Agent which shall be (i) a Lender, (ii) a United States
based affiliate of a Lender, or (iii) a commercial bank that is organized under
the laws of the United States or of any State thereof and has a combined capital
surplus of at least $200,000,000 and, provided no Default or Event of Default
then exists, is reasonably acceptable to Borrowers (and for purposes hereof, any
successor to BofA shall be deemed acceptable to Borrowers). If no successor
agent is appointed prior to the effective date of the resignation of Agent, then
Agent may appoint, after consultation with Lenders and Borrower Agent, a
successor agent from among Lenders. Upon the acceptance by a successor Agent of
an appointment to serve as an Agent hereunder, such successor Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Agent without further act, deed or conveyance, and
the retiring Agent shall be discharged from its duties and obligations hereunder
but shall continue to enjoy the benefits of the indemnification set forth in
SECTIONS 13.6 and 15.2 hereof. After any retiring Agent's resignation hereunder
as Agent, the provisions of this SECTION 13 (including the provisions of SECTION
13.6 hereof) shall continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as Agent. Notwithstanding
anything to the contrary contained in this Agreement, any successor by merger or
acquisition of the stock or assets of BofA shall continue to be Agent hereunder
without further act on the part of the parties hereto unless such successor
shall resign in accordance with the provisions hereof.

            13.8.2. It is the intent of the parties that there shall be no
violation of any Applicable Law denying or restricting the right of financial
institutions to transact business as agent or otherwise in any jurisdiction. In
case of litigation under any of the Loan Documents, or in case Agent deems that
by reason of present or future laws of any jurisdiction Agent might be
prohibited from exercising any of the powers, rights or remedies granted to
Agent or Lenders hereunder or under any of the Loan Documents or from holding
title to or a Lien upon any Collateral or from taking any other action which may
be necessary hereunder or under any of the Loan Documents, Agent may appoint an
additional Person as a separate collateral agent or co-collateral agent which is
not so prohibited from taking any of such actions or exercising any of such
powers, rights or remedies. If Agent shall appoint an additional Person as a
separate collateral agent or co-collateral agent as provided above, each and
every remedy, power, right, claim, demand or cause of action intended by any of
the Loan Documents to be exercised by or vested in or conveyed to Agent with
respect thereto shall be exercisable by and vested in such separate collateral
agent or co-collateral agent, but only to the extent necessary to enable such
separate collateral agent or co-collateral agent to exercise such powers, rights
and remedies, and every covenant and obligation necessary to the exercise
thereof by such separate collateral agent or co-collateral agent shall run to
and be enforceable by either of them. Should any instrument from Lenders be
required by the separate collateral agent or co-collateral agent so appointed by
Agent in order more fully and certainly to vest in

                                     -103-


and confirm to him or it such rights, powers, duties and obligations, any and
all of such instruments shall, on request, be executed, acknowledged and
delivered by Lenders whether or not a Default or Event of Default then exists.
In case any separate collateral agent or co-collateral agent, or a successor to
either, shall die, become incapable of acting, resign or be removed, all the
estates, properties, rights, powers, duties and obligations of such separate
collateral agent or co-collateral agent, so far as permitted by Applicable Law,
shall vest in and be exercised by Agent until the appointment of a new
collateral agent or successor to such separate collateral agent or co-collateral
agent.

      13.9. CONSENTS, AMENDMENTS AND WAIVERS; OUT-OF-FORMULA LOANS.

            13.9.1. No amendment or modification of any provision of this
Agreement or any of the other Loan Documents, nor any waiver of any Default or
Event of Default, shall be effective without the prior written agreement or
consent of the Required Lenders; provided, however, that

            (i) without the prior written consent of Agent, no amendment or
waiver shall be effective with respect to any provision in any of the Loan
Documents (including SECTION 3.4 and this SECTION 13) to the extent such
provision relates to the rights, duties, immunities, exculpation,
indemnification or discretion of Agent;

            (ii) without the prior written consent of Issuing Bank, no amendment
or waiver with respect to any of the LC Obligations or the provisions of
SECTIONS 2.3, 4.1.3 OR 11.2.6 shall be effective;

            (iii) without the prior written consent of each affected Lender, no
amendment or waiver shall be effective that would (1) increase or otherwise
modify any Commitment of such Lender (other than to reduce such Lender's
Commitment on a proportionate basis with the same Commitments of other Lenders);
(2) alter (other than to increase) the rate of interest or any fee payable in
respect of any Obligations owed to such Lender; (3) waive or defer collection of
any interest or fee payable to such Lender pursuant to SECTION 3; or (4)
subordinate the payment of any Obligations owed to such Lender to the payment of
any Debt (except as expressly provided in SECTION 5.6.1); and

            (iv) without the prior written consent of all Lenders (except a
defaulting Lender as provided in SECTION 4.2 of this Agreement), no amendment or
waiver shall be effective that would (1) waive any Default or Event of Default
if the Default or Event of Default relates to any Borrower's failure to observe
or perform any covenant that may not be amended without the unanimous written
consent of Lenders (and, where so provided hereinafter, the written consent of
Agent) as hereinafter set forth; (2) alter the provisions of SECTIONS 3.6, 3.7,
3.8, 3.10, 5.6, 5.7, 7.1 (except to add to the categories of Property of
Borrowers constituting Collateral), 8.4.4, 8.6, 13.9, 15.2, 15.3, 15.4 or 15.16;
(3) amend the definitions (and the other defined terms used in such definitions)
of "Pro Rata," "Required Lenders," "Eligible Assignee," "Obligations,"
"Availability Reserve" or "Borrowing Base", or any provision of this Agreement
obligating Agent to take certain actions at the direction of the Required
Lenders, or any provision of any of the Loan Documents regarding the Pro Rata
treatment or obligations of Lenders; (4) subordinate the priority of any Liens
granted to Agent under any of the Loan Documents to consensual, non-statutory
Liens granted after the Closing Date to any other Person, except as currently
provided in or contemplated by the Loan Documents (including a subordination in
favor of the holders of Permitted Liens that have priority over Agent's Liens
under Applicable Law) and except for Liens granted by an Obligor to financial
institutions with respect to amounts on deposit with such financial institutions
to cover returned items, processing and analysis charges and other charges in
the Ordinary Course of Business that relate to deposit accounts with such
financial institutions, or (5) alter the time (other than to accelerate or make
more frequent) or amount (other than to increase the amount to be repaid) of
repayment of any of the Loans or waive any Event of Default resulting from
nonpayment of the Loans on

                                     -104-


the due date thereof (or within any applicable period of grace), or (6) release
any Obligor that is Solvent from liability for any of the Obligations.

            Notwithstanding the foregoing, the consent or agreement of Borrowers
shall not be necessary to the effectiveness of any amendment or waiver of any
provision of this Agreement that deals solely with the rights and duties of
Lenders and Agent as among themselves, including SECTIONS 5.6.1 and 15. The
making of any Loans hereunder by any Lender during the existence of a Default or
Event of Default shall not be deemed to constitute a waiver of such Default or
Event of Default. Any waiver or consent granted by Lenders hereunder shall be
effective only if in writing and then only in the specific instance and for the
specific purpose for which it was given.

            13.9.2. No Borrower will, directly or indirectly, pay or cause to be
paid any remuneration or other thing of value, whether by way of supplemental or
additional interest, fee or otherwise, to any Lender (in its capacity as a
Lender hereunder) as consideration for or as an inducement to the consent to or
agreement by such Lender with any waiver or amendment of any of the terms and
provisions of this Agreement or any of the other Loan Documents to the extent
that the agreement of all Lenders to any such waiver or amendment is required,
unless such remuneration or thing of value is concurrently paid, on the same
terms, on a Pro Rata or other mutually agreed upon basis to all Lenders;
provided, however, that Borrowers may contract to pay a fee only to those
Lenders who actually vote in writing to approve any waiver or amendment of the
terms and provisions of this Agreement or any of the other Loan Documents to the
extent that such waiver or amendment may be implemented by vote of the Required
Lenders and such waiver or amendment is in fact approved.

            13.9.3. Any request, authority or consent of any Person who, at the
time of making such request or giving such a authority or consent, is a Lender,
shall be conclusive and binding upon any Transferee of such Lender.

            13.9.4. Unless otherwise directed in writing by the Required
Lenders, Agent may require Lenders to honor requests by Borrowers for
Out-of-Formula Loans (in which event, and notwithstanding anything to the
contrary set forth in SECTION 2.1.1 or elsewhere in this Agreement, Lenders
shall continue to make Revolver Loans up to their Pro Rata share of the
Commitments) and to forbear from requiring Borrowers to cure an Out-of-Formula
Condition, (1) when no Event of Default exists (or if an Event of Default
exists, when the existence of such Event of Default is not known by Agent), if
and for so long as (i) such Out-of-Formula Condition does not continue for a
period of more than 10 consecutive Business Days, following which no
Out-of-Formula Condition exists for at least 10 consecutive Business Days before
another Out-of-Formula Condition exists, (ii) the amount of the Revolver Loans
outstanding at any time does not exceed the aggregate of the Commitments at such
time, and (iii) the Out-of-Formula Condition is not known by Agent at the time
in question to exceed $5,000,000; and (2) regardless of whether or not an Event
of Default exists, if Agent discovers the existence of an Out-of-Formula
Condition not previously known by it to exist, but Lenders shall be obligated to
continue making such Revolver Loans as directed by Agent only (A) if the amount
of the Out-of-Formula Condition is not increased by more than $5,000,000 above
the amount determined by Agent to exist on the date of discovery thereof and (B)
for a period not to exceed 5 Business Days. In no event shall any Borrower or
any other Obligor be deemed to be a beneficiary of this SECTION 13.9.4 or
authorized to enforce any of the provisions of this SECTION 13.9.4.

      13.10. DUE DILIGENCE AND NON-RELIANCE. Each Lender hereby acknowledges and
represents that it has, independently and without reliance upon Agent,
Syndication Agent or the other Lenders, and based upon such documents,
information and analyses as it has deemed appropriate, made its own credit
analysis of each Obligor and its own decision to enter into this Agreement and
to fund the Loans to be made by it hereunder and to purchase participations in
the LC Obligations pursuant to SECTION 2.3.2

                                     -105-


hereof, and each Lender has made such inquiries concerning the Loan Documents,
the Collateral and each Obligor as such Lender feels necessary and appropriate,
and has taken such care on its own behalf as would have been the case had it
entered into the other Loan Documents without the intervention or participation
of the other Lenders or Agent. Each Lender hereby further acknowledges and
represents that the other Lenders, Syndication Agent and Agent have not made any
representations or warranties to it concerning any Obligor, any of the
Collateral or the legality, validity, sufficiency or enforceability of any of
the Loan Documents. Each Lender also hereby acknowledges that it will,
independently and without reliance upon the other Lenders, Syndication Agent or
Agent, and based upon such financial statements, documents and information as it
deems appropriate at the time, continue to make and rely upon its own credit
decisions in making Loans and in taking or refraining to take any other action
under this Agreement or any of the other Loan Documents. Except for notices,
reports and other information expressly required to be furnished to Lenders by
Agent hereunder, Agent shall not have any duty or responsibility to provide any
Lender with any notices, reports or certificates furnished to Agent by any
Obligor or any credit or other information concerning the affairs, financial
condition, business or Properties of any Obligor (or any of its Affiliates)
which may come into possession of Agent or any of Agent's Affiliates.

      13.11. REPRESENTATIONS AND WARRANTIES OF LENDERS. Each Lender represents
and warrants to each Borrower, Agent and the other Lenders that it has the power
to enter into and perform its obligations under this Agreement and the other
Loan Documents, and that it has taken all necessary and appropriate action to
authorize its execution and performance of this Agreement and the other Loan
Documents to which it is a party, each of which will be binding upon it and the
obligations imposed upon it herein or therein will be enforceable against it in
accordance with the respective terms of such documents; and none of the
consideration used by it to make or fund its Loans or to participate in any
other transactions under this Agreement constitutes for any purpose of ERISA or
Section 4975 of the Internal Revenue Code assets of any "plan" as defined in
Section 3(3) of ERISA or Section 4975 of the Internal Revenue Code and the
rights and interests of such Lender in and under the Loan Documents shall not
constitute plan assets under ERISA.

      13.12. THE REQUIRED LENDERS. As to any provisions of this Agreement or the
other Loan Documents under which action may or is required to be taken upon
direction or approval of the Required Lenders, the direction or approval of the
Required Lenders shall be binding upon each Lender to the same extent and with
the same effect as if each Lender joined therein. Notwithstanding anything to
the contrary contained in this Agreement, Borrowers shall not be deemed to be a
beneficiary of, or be entitled to enforce, sue upon or assert as a defense to
any of the Obligations, any provisions of this Agreement that requires Agent or
any Lender to act, or conditions their authority to act, upon the direction or
consent of the Required Lenders; and any action taken by Agent or any Lender
that requires the consent or direction of the Required Lenders as a condition to
taking such action shall, insofar as Borrowers are concerned, be presumed to
have been taken with the requisite consent or direction of the Required Lenders.

      13.13. SEVERAL OBLIGATIONS. The obligations and commitments of each Lender
under this Agreement and the other Loan Documents are several and neither Agent
nor any Lender shall be responsible for the performance by the other Lenders of
its obligations or commitments hereunder or thereunder. Notwithstanding any
liability of Lenders stated to be joint and several to third Persons under any
of the Loan Documents, such liability shall be shared, as among Lenders, Pro
Rata.

      13.14. AGENT IN ITS INDIVIDUAL CAPACITY. With respect to its obligation to
lend under this Agreement, the Loans made by it and each Note issued to it,
Agent shall have the same rights and powers hereunder and under the other Loan
Documents as any other Lender or holder of a Note and may exercise the same as
though it were not performing the duties specified herein; and the terms
"Lenders," "Required Lenders," or any similar term shall, unless the context
clearly otherwise indicates, include Agent in its

                                     -106-


capacity as a Lender. Agent and its Affiliates may each accept deposits from,
maintain deposits or credit balances for, invest in, lend money to, act as
trustee under indentures of, serve as financial advisor to, and generally engage
in any kind of business with any Borrower or any other Obligor, or any affiliate
of any Borrower or any other Obligor, as if it were any other bank and without
any duty to account therefor (or for any fees or other consideration received in
connection therewith) to the other Lenders. BofA or its affiliates may receive
information regarding any Borrower or any of such Borrower's Affiliates and
account debtors (including information that may be subject to confidentiality
obligations in favor of Borrowers or any of their Affiliates) and Lenders
acknowledge that neither Agent nor BofA shall be under any obligation to provide
such information to Lenders to the extent acquired by BofA in its individual
capacity and not as Agent hereunder.

      13.15. NO THIRD PARTY BENEFICIARIES. This SECTION 13 is not intended to
confer any rights or benefits upon Borrowers or any other Person except Lenders
and Agent, and no Person (including any or all Borrowers) other than Lenders and
Agent shall have any right to enforce any of the provisions of this SECTION 13
except as expressly provided in SECTION 13.17 hereof. As between Obligors and
Agent, any action that Agent may take or purport to take on behalf of Lenders
under any of the Loan Documents shall be conclusively presumed to have been
authorized and approved by Lenders as herein provided.

      13.16. NOTICE OF TRANSFER. Agent may deem and treat a Lender party to this
Agreement as the owner of such Lender's portion of the Revolver Loans for all
purposes, unless and until a written notice of the assignment or transfer
thereof executed by such Lender has been received by Agent.

      13.17. REPLACEMENT OF CERTAIN LENDERS. If a Lender ("Affected Lender")
shall have (i) failed to fund its Pro Rata share of any Loan requested (or
deemed requested) by Borrowers which such Lender is obligated to fund under the
terms of this Agreement and which such failure has not been cured, (ii)
requested compensation from Borrowers under SECTION 3.7 to recover increased
costs incurred by such Lender (or its parent or holding company) which are not
being incurred generally by the other Lenders (or their respective parents or
holding companies), (iii) delivered a notice pursuant to SECTION 3.6 hereof
claiming that such Lender is unable to extend LIBOR Loans to Borrowers for
reasons not generally applicable to the other Lenders, (iv) defaulted in paying
or performing any of its obligations to Agent, or (v) failed or refused to give
its consent to any amendment, waiver or action for which consent of all of the
Lenders is required and in respect of which the Required Lenders have consented,
then, in any such case and in addition to any other rights and remedies that
Agent, any other Lender or any Borrower may have against such Affected Lender,
any Borrower or Agent may make written demand on such Affected Lender (with a
copy to Agent in the case of a demand by Borrowers and a copy to Borrowers in
the case of a demand by Agent) for the Affected Lender to assign, and such
Affected Lender shall assign pursuant to one or more duly executed Assignment
and Acceptances within 5 Business Days after the date of such demand, to one or
more Lenders willing to accept such assignment or assignments, or to one or more
Eligible Assignees designated by Agent, all of such Affected Lender's rights and
obligations under this Agreement (including its Commitments and all Loans owing
to it) in accordance with SECTION 14 hereof. Agent is hereby irrevocably
authorized to execute one or more Assignment and Acceptances as attorney-in-fact
for any Affected Lender which fails or refuses to execute and deliver the same
within 5 Business Days after the date of such demand. The Affected Lender shall
be entitled to receive, in cash and concurrently with execution and delivery of
each such Assignment and Acceptance, all amounts owed to the Affected Lender
hereunder or under any other Loan Document, including the aggregate outstanding
principal amount of the Loans owed to such Lender, together with accrued
interest thereon through the date of such assignment (but excluding any
prepayment penalty or termination charge). Upon the replacement of any Affected
Lender pursuant to this SECTION 13.17, such Affected Lender shall cease to have
any participation in, entitlement to, or other right to share in the Liens of
Agent in any Collateral and such Affected Lender shall have no further liability
to Agent, any Lender or any other Person under any of the Loan Documents (except
as provided in SECTION 13.6 hereof as to events or

                                     -107-


transactions which occur prior to the replacement of such Affected Lender),
including any Commitment to make Loans or purchase participations in LC
Obligations. Agent shall have the right at any time, but shall not be obligated
to, upon written notice to any Lender and with the consent of such Lender (which
may be granted or withheld in such Lender's sole discretion), to purchase for
Agent's own account all of such Lender's right, title and interest in and to
this Agreement, the other Loan Documents and the Obligations (together with such
Lender's interest in the Commitments), for the face amount of the Obligations
owed to such Lender (or such greater or lesser amount as Agent and Lender may
mutually agree upon).

      13.18. REMITTANCE OF PAYMENTS AND COLLECTIONS.

            13.18.1. All payments by any Lender to Agent shall be made not later
than the time set forth elsewhere in this Agreement on the Business Day such
payment is due; provided, however, that if such payment is due on demand by
Agent and such demand is made on the paying Lender after 11:00 a.m. on such
Business Day, then payment shall be made by 11:00 a.m. on the next Business Day.
Payment by Agent to any Lender shall be made by wire transfer, promptly
following Agent's receipt of funds for the account of such Lender and in the
type of funds received by Agent; provided, however, that if Agent receives such
funds at or prior to 12:00 noon, Agent shall pay such funds to such Lender by
2:00 p.m. on such Business Day, but if Agent receives such funds after 12:00
noon, Agent shall pay such funds to such Lender by 2:00 p.m. on the next
Business Day.

            13.18.2. With respect to the payment of any funds from Agent to a
Lender or from a Lender to Agent, the party failing to make full payment when
due pursuant to the terms hereof shall, on demand by the other party, pay such
amount together with interest thereon at the Federal Funds Rate. In no event
shall Borrowers be entitled to receive any credit for any interest paid by Agent
to any Lender, or by any Lender to Agent, at the Federal Funds Rate as provided
herein.

      If Agent pays any amount to a Lender in the belief or expectation that a
related payment has been or will be received by Agent from an Obligor and such
related payment is not received by Agent, then Agent shall be entitled to
recover such amount from each Lender that receives such amount. If Agent
determines at any time that any amount received by it under this Agreement or
any of the other Loan Documents must be returned to an Obligor or paid to any
other Person pursuant to any Applicable Law, court order or otherwise, then,
notwithstanding any other term or condition of this Agreement or any of the
other Loan Documents, Agent shall not be required to distribute such amount to
any Lender.

      13.19. Syndication Agent. For avoidance of doubt, it is expressly
acknowledged and agreed by Agent and each Lender for the benefit of Syndication
Agent that, other than any rights or obligations explicitly reserved to or
imposed upon Syndication Agent under this Agreement, Syndication Agent, in such
capacity, has no rights or obligations hereunder nor shall Syndication Agent, in
such capacity, be responsible or accountable to any other party hereto for any
action or failure to act hereunder, other than in connection with such
explicitly reserved rights or such obligations and then only for claims,
damages, losses (other than consequential losses) and other liabilities arising
out of Syndication Agent's own gross negligence or willful misconduct.

SECTION 14. BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS

      14.1. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of Obligors, Agent, Syndication Agent and Lenders and their
respective successors and assigns (which, in the case of Agent, shall include
any successor Agent appointed pursuant to SECTION 13.8 hereof), except that (i)
no Obligor shall have the right to assign its rights or delegate performance of
any of its obligations under any of the Loan Documents and (ii) any assignment
by any Lender must be made in

                                     -108-


compliance with SECTION 14.3. Agent may treat the Person which made any Loan or
holds any Note as the owner thereof for all purposes hereof unless and until
such Person complies with SECTION 14.3 in the case of an assignment thereof or,
in the case of any other transfer, a written notice of the transfer is filed
with Agent. Any assignee or transferee of any rights with respect to any Note or
Loan agrees by acceptance thereof to be bound by all the terms and provisions of
the Loan Documents. Any request, authority or consent of any Person, who at the
time of making such request or giving such authority or consent is the holder of
a Note, shall be conclusive and binding on any subsequent holder, transferee or
assignee of such Note or of any Note or Notes issued in exchange therefor.

      14.2. PARTICIPATIONS.

            14.2.1. Permitted Participants; Effect. Any Lender may, in the
ordinary course of its business and in accordance with Applicable Law, at any
time sell to one or more banks or other financial institutions (each a
"Participant") a participating interest in any of the Obligations owing to such
Lender, any Commitment of such Lender or any other interest of such Lender under
any of the Loan Documents. In the event of any such sale by a Lender of
participating interests to a Participant, such Lender's obligations under the
Loan Documents shall remain unchanged, such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
such Lender shall remain the holder of its Loans and Commitments for all
purposes under the Loan Documents, all amounts payable by Borrowers under this
Agreement and any of the Notes shall be determined as if such Lender had not
sold such participating interests, and Borrowers and Agent shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under the Loan Documents. If a Lender sells a
participation to a Person other than an Affiliate of such Lender, then such
Lender shall give prompt written notice thereof to Borrowers and the other
Lenders. A Participant that would be a Foreign Lender if it were a Lender shall
not be entitled to the benefits of SECTION 5.9 unless Borrowers are notified of
the participation sold to Participant and such Participant agrees, for the
benefit of Borrowers, to comply with SECTION 5.10 as though such Participant
were a Lender.

            14.2.2. Voting Rights. Each Lender shall retain the sole right to
approve, without the consent of any Participant, any amendment, modification or
waiver of any provision of the Loan Documents other than an amendment,
modification or waiver with respect to any Loans or Commitment in which such
Participant has an interest which forgives principal, interest or fees or
reduces the stated interest rate or the stated rates at which fees are payable
with respect to any such Loan or Commitment, postpones the Commitment
Termination Date, or any date fixed for any regularly scheduled payment of
interest or fees on such Loan or Commitment, or releases from liability any
Borrower or any Guarantor or releases any substantial portion of any of the
Collateral.

            14.2.3. Benefit of Set-Off. Each Borrower agrees that each
Participant shall be deemed to have the right of set-off provided in SECTION
12.4 hereof in respect of its participating interest in amounts owing under the
Loan Documents to the same extent and subject to the same requirements under
this Agreement (including SECTION 13.5) as if the amount of its participating
interest were owing directly to it as a Lender under the Loan Documents,
provided that each Lender shall retain the right of set-off provided in SECTION
12.4 hereof with respect to the amount of participating interests sold to each
Participant. Lenders agree to share with each Participant, and each Participant
by exercising the right of set-off provided in SECTION 12.4 agrees to share with
each Lender, any amount received pursuant to the exercise of its right of
set-off, such amounts to be shared in accordance with SECTION 13.5 hereof as if
each Participant were a Lender.

            14.2.4. Notices. Each Lender shall be solely responsible for
notifying its Participants of any matters relating to the Loan Documents to the
extent that any such notice may be required, and neither Agent nor any other
Lender shall have any obligation, duty or liability to any Participant of any

                                     -109-


other Lender. Without limiting the generality of the foregoing, neither Agent
nor any Lender shall have any obligation to give notices or to provide documents
or information to a Participant of another Lender.

      14.3. ASSIGNMENTS.

            14.3.1. Permitted Assignments. Subject to its compliance with
SECTION 14.3.2, a Lender may, in accordance with Applicable Law, at any time
assign to any Eligible Assignee all or any part of its rights and obligations
under the Loan Documents, so long as (i) each assignment is of a constant, and
not a varying, ratable percentage of all of the transferor Lender's rights and
obligations under the Loan Documents with respect to the Loans and the LC
Obligations and, in the case of a partial assignment, is in a minimum principal
amount of $5,000,000 (or $1,000,000 in the case of an assignment between
Lenders), in either case unless otherwise agreed by Agent in its sole
discretion, and integral multiples of $1,000,000 in excess of that amount; (ii)
except in the case of an assignment in whole of a Lender's rights and
obligations under the Loan Documents or an assignment by one original signatory
to this Agreement to another such signatory, immediately after giving effect to
any assignment, the aggregate amount of the Commitments retained by the
transferor Lender shall in no event be less than $5,000,000 (unless otherwise
agreed by Agent in its sole discretion); and (iii) the parties to each such
assignment shall execute and deliver to Agent, for its acceptance and recording,
an Assignment and Acceptance. Nothing contained herein shall limit in any way
the right of a Lender to pledge or assign all or any portion of its rights under
this Agreement or with respect to any of the Obligations to (x) any Federal
Reserve Bank or the United States Treasury as collateral security pursuant to
Regulation A of the Board of Governors and any Operating Circular issued by such
Federal Reserve Bank, or (y) direct or indirect contractual counterparties in
swap agreements relating to the Loans, provided that any payment by Borrowers to
the assigning Lender in respect of any assigned Obligations in accordance with
the terms of this Agreement shall satisfy Borrowers' obligations hereunder in
respect of such assigned Obligations to the extent of such payment, and no such
assignment shall release the assigning Lender from its obligations hereunder.

            14.3.2. Effect; Effective Date. Upon (i) delivery to Agent of a
notice of assignment substantially in the form attached as EXHIBIT H hereto,
together with any consents required by SECTION 14.3.1, and (ii) payment of a
$3,500 fee to Agent for processing any assignment to an Eligible Assignee that
is not an Affiliate of the transferor Lender, such assignment shall become
effective on the effective date specified in such notice of assignment. The
Assignment and Acceptance shall contain a representation and warranty by the
Eligible Assignee that the assignment evidenced thereby will not result in a
non-exempt "prohibited transaction" under Section 406 of ERISA. On and after the
effective date of such assignment, such Eligible Assignee shall for all purposes
be a Lender party to this Agreement and the other Loan Document executed by the
Lenders and shall have all the rights and obligations of a Lender under the Loan
Documents to the same extent as if it were an original party thereto, and no
further consent or action by Borrowers, Lenders or Agent shall be required to
release the transferor Lender with respect to the Commitment (or portion
thereof) of such Lender and Obligations assigned to such Eligible Assignee.
Without limiting the generality of the foregoing, such Eligible Assignee shall
be subject to and bound by all of the Loan Documents. Upon the consummation of
any assignment to an Eligible Assignee pursuant to this SECTION 14.3, the
transferor Lender, Agent and Borrowers shall make appropriate arrangements so
that replacement Notes are issued to such transferor Lender and new Notes or, as
appropriate, replacement Notes, are issued to such Eligible Assignee, in each
case in principal amounts reflecting their respective Commitments, as adjusted
pursuant to such assignment. If the transferor Lender shall have assigned all of
its interests, rights and obligations under this Agreement pursuant to SECTION
14.3.1 hereof, then (i) such transferor Lender shall no longer have any
obligation to indemnify Agent with respect to any transactions, events or
occurrences that transpire after the effective date of such assignment, (ii)
each Eligible Assignee to which such transferor Lender shall make an assignment
shall be responsible to Agent to indemnify Agent in accordance with this
Agreement with respect to transactions, events and occurrences transpiring on
and after the effective date of such

                                     -110-


assignment to it, and (iii) the transferor Lender shall continue to be entitled
to the benefits of those provisions of the Loan Documents (including indemnities
from Obligors) that survive Full Payment of the Obligations.

            14.3.3. Dissemination of Information. Each Borrower authorizes each
Lender and Agent to disclose to any Participant, any Eligible Assignee or any
other Person acquiring an interest in the Loan Documents by operation of law
(each a "Transferee"), and any prospective Transferee, any and all information
in Agent's or such Lender's possession concerning each Borrower, the
Subsidiaries of each Borrower or the Collateral, subject to appropriate
confidentiality undertakings on the part of such Transferee.

      14.4. TAX TREATMENT. If any interest in any Loan Document is transferred
to any Transferee that is organized under the laws of any jurisdiction other
than the United States or any State thereof, the transferor Lender shall cause
such Transferee, concurrently with the effectiveness of such transfer, to comply
with the provisions of SECTION 5.10 hereof.

SECTION 15. MISCELLANEOUS

      15.1. POWER OF ATTORNEY. Each Obligor hereby irrevocably designates,
makes, constitutes and appoints Agent (and all Persons designated by Agent) as
such Obligor's true and lawful attorney (and agent-in-fact) and Agent, or
Agent's designee, may, without notice to such Obligor and in either such
Obligor's or Agent's name, but at the cost and expense of Borrowers:

            15.1.1. At such time or times as Agent or said designee, in its sole
discretion, may determine, endorse such Obligor's name on any Payment Item or
proceeds of the Collateral which come into the possession of Agent or under
Agent's control.

            15.1.2. At any time that an Event of Default exists: (i) demand
payment of the Accounts from the Account Debtors, enforce payment of the
Accounts by legal proceedings or otherwise, and generally exercise all of such
Obligor's rights and remedies with respect to the collection of the Accounts;
(ii) settle, adjust, compromise, discharge or release any of the Accounts or
other Collateral or any legal proceedings brought to collect any of the Accounts
or other Collateral; (iii) sell or assign any of the Accounts and other
Collateral upon such terms, for such amounts and at such time or times as Agent
deems advisable; (iv) take control, in any manner, of any item of payment or
proceeds relating to any Collateral; (v) prepare, file and sign such Obligor's
name to a proof of claim in bankruptcy or similar document against any Account
Debtor or to any notice of Lien, assignment or satisfaction of Lien or similar
document in connection with any of the Collateral; (vi) receive, open and
dispose of all mail addressed to such Obligor and to notify postal authorities
to change the address for delivery thereof to such address as Agent may
designate; (vii) endorse the name of such Obligor upon any Payment Item relating
to any Collateral and deposit the same to the account of Agent for application
to the Obligations; (viii) endorse the name of such Obligor upon any Chattel
Paper, Document, Instrument, invoice, freight bill, bill of lading or similar
document or agreement relating to any Accounts or Inventory of any Obligor and
any other Collateral; (ix) use such Obligor's stationery and sign the name of
such Obligor to verifications of the Accounts and notices thereof to Account
Debtors; (x) use the information recorded on or contained in any data processing
equipment and computer hardware and software relating to any other Collateral;
(xi) make and adjust claims under policies of insurance; (xii) sign the name of
such Obligor to and file any proof of claim in an Insolvency Proceeding of any
Account Debtor and on notices of Liens, claims of mechanic's Liens or
assignments or releases of mechanic's Liens securing any Accounts; (xiii) take
all action as may be necessary to obtain the payment of any letter of credit or
banker's acceptance of which such Obligor is a beneficiary; and (xiv) do all
other acts and things necessary, in Agent's determination, to fulfill such
Obligor's obligations under any of the Loan Documents.

                                     -111-


      15.2. GENERAL INDEMNITY. Each Obligor hereby agrees to indemnify and
defend the Indemnitees against and to hold the Indemnitees harmless from any
Indemnified Claim that may be instituted or asserted against or incurred by any
of the Indemnitees and that (i) arises out of or relates to this Agreement or
any of the other Loan Documents (including any transactions entered into
pursuant to any of the Loan Documents, Agent's Lien upon the Collateral, or the
performance by Agent or Lenders of their duties or the exercise of any of their
rights or remedies under this Agreement or any of the other Loan Documents), or
(ii) results from an Obligor's failure to observe, perform or discharge any of
such Obligor's covenants or duties hereunder. Without limiting the generality of
the foregoing, this indemnity shall extend to any Indemnified Claims instituted
or asserted against or incurred by any of the Indemnitees (x) under any
Environmental Laws or (other similar laws by reason of a Borrower's or any other
Person's failure to comply with laws applicable to solid or hazardous waste
materials or other toxic substances) or (y) under any Anti-Terrorism Laws,
including any civil fines assessed against Agent or any Lender by any
Governmental Authority as a result of conduct of an Obligor. Additionally, if
any Taxes (excluding Taxes imposed upon or measured solely by the net income of
Agent and Lenders, but including any intangibles tax, stamp tax, recording tax
or franchise tax) shall be payable by Agent or any Obligor on account of the
execution or delivery of this Agreement, or the execution, delivery, issuance or
recording of any of the other Loan Documents, or the creation or repayment of
any of the Obligations hereunder, by reason of any Applicable Law now or
hereafter in effect, Borrowers shall pay (or shall promptly reimburse Agent and
Lenders for the payment of) all such Taxes, including any interest and penalties
thereon, and will indemnify and hold Indemnitees harmless from and against all
liability in connection therewith. The foregoing indemnities shall not apply to
Indemnified Claims incurred by any Indemnitee as a direct and proximate result
of its own gross negligence or willful misconduct.

      15.3. SURVIVAL OF ALL INDEMNITIES. Notwithstanding anything to the
contrary in this Agreement or any of the other Loan Documents, the obligation of
each Obligor and each Lender with respect to each indemnity given by it in this
Agreement, whether given by any or all Obligors to Agent Indemnitees, Lender
Indemnitees or BofA Indemnitees or by any Lender to any Agent Indemnitees or
BofA Indemnitees, shall survive the Full Payment of the Obligations, and the
termination of any of the Commitments and the resignation of Agent.

      15.4. MODIFICATION OF AGREEMENT. This Agreement may not be modified,
altered or amended, except by an agreement in writing signed by Obligors, Agent
and Lenders (or, where otherwise expressly allowed by SECTION 13 hereof, the
Required Lenders in lieu of Agent and Lenders); provided, however, that no
consent, written or otherwise, of Obligors shall be necessary or required in
connection with any amendment of any of the provisions of SECTIONS 2.3.2, 4.1.3,
5.6 or 13 (other than SECTION 13.17), or any other provision of this Agreement
that affects only the rights, duties and responsibilities of Lenders and Agent
as among themselves so long as no such amendment imposes any additional
obligations on Borrowers.

      15.5. SEVERABILITY. Wherever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
Applicable Law, but if any provision of this Agreement shall be prohibited by or
invalid under Applicable Law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.

      15.6. CUMULATIVE EFFECT; CONFLICT OF TERMS. The provisions of the Other
Agreements and the Security Documents are hereby made cumulative with the
provisions of this Agreement. Without limiting the generality of the foregoing,
the parties acknowledge that this Agreement and the other Loan Documents may use
several different limitations, tests or measurements to regulate the same or
similar matters and that such limitations, tests and measures are cumulative and
each must be performed, except as may be expressly stated to the contrary in
this Agreement. Except as otherwise provided in any of the

                                     -112-


other Loan Documents by specific reference to the applicable provision of this
Agreement, if any provision contained in this Agreement is in direct conflict
with, or inconsistent with, any provision in any of the other Loan Documents,
the provision contained in this Agreement shall govern and control.

      15.7. COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement and any
amendments hereto may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which counterparts taken
together shall constitute but one and the same instrument. Loan Documents may be
executed by facsimile and the effectiveness of any such Loan Documents and
signatures thereon shall, subject to Applicable Law, have the same force and
effect as manually signed originals and shall be binding on all parties thereto.
Agent may require that any such documents and signatures be confirmed by a
manually-signed original thereof, provided that the failure to request or
deliver the same shall not limit the effectiveness of any facsimile signature.

      15.8. CONSENT. Whenever the consent of Agent or Lenders (or any
combination of Lenders) is required to be obtained under this Agreement or any
of the other Loan Documents as a condition to any action, inaction, condition or
event, each party whose consent is required shall be authorized to give or
withhold its consent in its sole and absolute discretion and to condition its
consent upon the giving of additional collateral security for the Obligations,
the payment of money or any other matter.

      15.9. NOTICES AND COMMUNICATIONS.

            15.9.1. Except as otherwise provided in SECTION 4.1.5, all notices,
requests and other communications to or upon a party hereto shall be in writing
(including facsimile transmission or similar writing) and shall be given to such
party at the address or facsimile number for such party on the signature pages
hereof (or, in the case of a Person who becomes a Lender after the date hereof,
at the address shown on the applicable Assignment and Acceptance by which such
Person became a Lender) or at such other address or facsimile number as such
party may hereafter specify for the purpose by notice to Agent and Obligors in
accordance with the provisions of this SECTION 15.9.

            15.9.2. Except as otherwise provided in SECTION 3.1.5, each such
notice, request or other communication shall be effective (i) if given by
facsimile transmission, when transmitted to the facsimile number specified
herein for the noticed party and confirmation of receipt is received, (ii) if
given by mail, 3 Business Days after such communication is deposited in the U.S.
Mail, with first-class postage pre-paid, addressed to the noticed party at the
address specified herein, or (iii) if given by personal delivery or by overnight
courier delivery, when duly delivered with receipt acknowledged in writing by
the noticed party. In no event shall a voicemail message be effective as a
notice, communication or confirmation under any of the Loan Documents.
Notwithstanding the foregoing, no notice to or upon Agent or BofA pursuant to
SECTIONS 2.2, 2.3, 3.1.2, 4.1 or 6.2.2 shall be effective until after actually
received by the individual to whose attention at Agent such notice is required
to be sent. Any written notice, request or demand that is not sent in conformity
with the provisions hereof shall nevertheless be effective on the date that such
notice, request or demand is actually received by the individual to whose
attention at the noticed party such notice, request or demand is required to be
sent.

            15.9.3. Electronic mail and intranet websites may be used only to
distribute routine communications, such as financial statements, Borrowing Base
Certificates and other information required by SECTION 10.1.3, and to distribute
Loan Documents for execution by the parties thereto, and may not be used for any
other purpose as effective notice under this Agreement or any of the other Loan
Documents. Any notice received by Borrower Agent shall be deemed received by all
Obligors.

                                     -113-


      Agent and Lenders shall be authorized to rely and act upon any notices
(including telephonic communications) purportedly given by or on behalf of any
Borrower even if such notices were made in a manner other than as specified
herein, were incomplete or were not preceded or followed by any other form of
notice specified or required herein, or the terms thereof, as understood by the
recipient, varied from any confirmation thereof. Borrowers agree to indemnify
and defend each Indemnitee from all losses, costs, expenses and liabilities
resulting from the reliance by any such Indemnitee on each telephone
communication purportedly given by or on behalf of any Borrower.

      15.10. PERFORMANCE OF OBLIGORS' OBLIGATIONS. If any Obligor shall fail to
discharge any covenant, duty or obligation hereunder or under any of the other
Loan Documents, Agent may, in its sole discretion at any time or from time to
time, for such Obligor's account and at Borrowers' expense, pay any amount or do
any act required of Obligors hereunder or under any of the other Loan Documents
or otherwise lawfully requested by Agent to (i) enforce any of the Loan
Documents or collect any of the Obligations, (ii) preserve, protect, insure or
maintain or realize upon any of the Collateral, or (iii) preserve, defend,
protect or maintain the validity or priority of Agent's Liens in any of the
Collateral, including the payment of any judgment against any Obligor, any
insurance premium, any warehouse charge, any finishing or processing charge, any
landlord claim, any other Lien upon or with respect to any of the Collateral
(whether or not a Permitted Lien). All payments that Agent may make under this
Section and all out-of-pocket costs and expenses (including Extraordinary
Expenses) that Agent pays or incurs in connection with any action taken by it
hereunder shall be reimbursed to Agent by Obligors on demand with interest from
the date such payment is made or such costs or expenses are incurred to the date
of payment thereof at the Default Rate applicable for Revolver Loans that are
Base Rate Loans. Any payment made or other action taken by Agent under this
Section shall be without prejudice to any right to assert, and without waiver
of, an Event of Default hereunder and to without prejudice to Agent's right
proceed thereafter as provided herein or in any of the other Loan Documents.

      15.11. CREDIT INQUIRIES. Each Obligor hereby authorizes and permits Agent
and Lenders (but Agent and Lenders shall have no obligation) to respond to usual
and customary credit inquiries from third parties concerning such Obligor or any
of its Subsidiaries; provided, however, that Agent and Lenders shall not
disclose any confidential information of Obligors except in accordance with
SECTION 15.17 hereof.

      15.12. TIME OF ESSENCE. Time is of the essence of this Agreement, the
Other Agreements and the Security Documents.

      15.13. INDULGENCES NOT WAIVERS. Agent's or any Lender's failure at any
time or times hereafter, to require strict performance by Obligors of any
provision of this Agreement shall not waive, affect or diminish any right of
Agent or any Lender thereafter to demand strict compliance and performance
therewith.

      15.14. ENTIRE AGREEMENT; ANNEXES, EXHIBITS AND SCHEDULES. This Agreement
and the other Loan Documents, together with all other instruments, agreements
and certificates executed by the parties pursuant to any Loan Document, embody
the entire understanding and agreement between the parties hereto and thereto
with respect to the subject matter hereof and thereof and supersede all prior
agreements, understandings and inducements, whether express or implied, oral or
written, regarding the same subject matter. Each of the Annexes, Exhibits and
Schedules attached hereto is incorporated into this Agreement and by this
reference made a part hereof.

      15.15. INTERPRETATION. No provision of this Agreement or any of the other
Loan Documents shall be construed against or interpreted to the disadvantage of
any party hereto by any court or other governmental or judicial authority by
reason of such party having, or being deemed to have,

                                     -114-


structured, drafted or dictated such provision. The paragraph and section
headings are for convenience of reference only and shall not affect the
substantive meaning of any provision of this Agreement.

      15.16. OBLIGATIONS OF LENDERS SEVERAL. The obligations of each Lender
hereunder are several, and no Lender shall be responsible for the obligations or
Commitment of any other Lender. Nothing contained in this Agreement and no
action taken by Lenders pursuant hereto shall be deemed to constitute the
Lenders to be a partnership, association, joint venture or any other kind of
entity. The amounts payable at any time hereunder to each Lender shall be a
separate and independent debt, and each Lender shall be entitled, to the extent
not otherwise restricted hereunder, to protect and enforce its rights arising
out of this Agreement and any of the other Loan Documents and it shall not be
necessary for Agent or any other Lender to be joined as an additional party in
any proceeding for such purpose.

      15.17. CONFIDENTIALITY. Agent, Syndication Agent and Lenders each agrees
to take normal and reasonable precautions to maintain the confidentiality of any
confidential information that is delivered or made available by Borrowers to it
and that is marked or otherwise identified by Borrowers as confidential
(including information made available to Agent, Syndication Agent or any Lender
in connection with a visit or investigation by any Person contemplated in
SECTION 10.1.1 hereof), for a period of 24 months following the Commitment
Termination Date, except that Agent and any Lender may disclose such information
(i) to their respective Affiliates and individuals employed or retained by Agent
or such Lender who are or are expected to become engaged in evaluating,
approving, structuring, administering or otherwise giving professional advice
with respect to any of the Loans or Collateral, including any of their
respective legal counsel, auditors or other professional advisors; (ii) to any
party to this Agreement from time to time or any Participant, (iii) pursuant the
order of any court or administrative agency, (iv) upon the request or demand of
any regulatory agency or other Governmental Authority having jurisdiction over
Agent, Syndication Agent or such Lender or in accordance with Agent's or
Lender's regulatory compliance policies, (v) which has ceased to be confidential
other than by an act or omission of Agent or any Lender except as permitted
herein or which becomes available to Agent or any Lender on a nonconfidential
basis from a source other than Obligors, (vi) to the extent reasonably required
in connection with any litigation (with respect to any of the Loan Documents or
any of the transactions contemplated thereby) to which Agent, Syndication Agent,
any Lender or their respective Affiliates may be a party, (vii) to the extent
reasonably required in connection with the exercise of any remedies hereunder,
(viii) to any Agent Professionals or Syndication Agent's or any Lender's legal
counsel or auditors, (ix) to any actual or proposed Participant, Assignee,
counterparty or advisors to any swap or derivative transactions relating to
Obligors and the Obligations, or any other Transferee of all or part of a
Lender's rights hereunder so long as such Person has agreed in writing to be
bound by the provisions of this Section, (x) to the National Association of
Insurance Commissioners or any similar organization or to any nationally
recognized rating agency that requires access to information about a Lender's
portfolio in connection with ratings issued with respect to such Lender, (xi) to
the extent required (on the advice of Agent's, Syndication Agent's or such
Lender's counsel) by Applicable Law, or (xii) with the consent of Borrowers.

      15.18. CERTIFICATIONS REGARDING INDENTURES. Each Borrower hereby certifies
to Agent and Lenders that neither the execution or performance of this Agreement
by Borrowers nor the incurrence of any Debt pursuant to the terms of this
Agreement or any of the other Loan Documents violates any provision of the
Indenture, including Sections 4.09 and 4.12 of the Indenture. Each Borrower
further certifies to Agent and Lenders that (i) all of the Commitments
constitute a "Credit Facility" under the Indenture, (ii) that all Obligations
collectively constitute "Senior Debt" and "Designated Senior Debt" under the
Indenture, and (iii) the aggregate amount of all "Net Proceeds of Asset Sales"
applied to permanently reduce the amount of "Indebtedness" under any "Credit
Facility" (as such terms are defined in the Indenture), including the Existing
Loan Agreement, on or prior to the date hereof is $0.

                                     -115-


      15.19. GOVERNING LAW. This Agreement has been negotiated, executed and
delivered, and shall be deemed to have been made, in Atlanta, Georgia, and shall
be governed by and construed in accordance with the internal laws (but without
regard to conflict of law provisions) of the State of Georgia, but giving effect
to federal laws relating to national banks.

      15.20. CONSENT TO FORUM. Each Obligor hereby consents to the non-exclusive
jurisdiction of any United States federal court sitting in or with direct or
indirect jurisdiction over the Northern District of Georgia or any Georgia state
or superior court sitting in Cobb County, Georgia, in any action, suit or other
proceeding arising out of or relating to this Agreement or any of the other Loan
Documents and each Obligor irrevocably agrees that all claims and demands in
respect of any such action, suit or proceeding may be heard and determined in
any such court and irrevocably waives any objection it may now or hereafter have
as to the venue of any such action, suit or proceeding brought in any such court
or that such court is an inconvenient forum. Nothing herein shall limit the
right of Agent or any Lender to bring proceedings against any Obligor in the
courts of any other jurisdiction. Any judicial proceeding commenced by any
Obligor against Agent, BofA, any Lender or any holder of any of the Obligations,
or any Affiliate of Agent, BofA, any Lender or any holder of any Obligations,
involving, directly or indirectly, any matter in any way arising out of, related
to or connected with any Loan Document shall be brought only in a United States
federal court sitting in or with direct jurisdiction over the Northern District
of Georgia or any Georgia state or superior court sitting in Cobb County,
Georgia. Nothing in this Agreement shall be deemed or operate to affect the
right of Agent to serve legal process in any other manner permitted by law or to
preclude the enforcement by Agent of any judgment or order obtained in such
forum or the taking of any action under this Agreement to enforce same in any
other appropriate forum or jurisdiction.

      15.21. JUDGMENT CURRENCY. If for the purpose of obtaining judgment in any
court it is necessary to convert an amount due hereunder in the currency in
which it is due (the "Original Currency") into another currency (the "Second
Currency"), the rate of exchange applied shall be that at which, in accordance
with normal banking procedures, Agent could purchase in the New York foreign
exchange market, the Original Currency with the Second Currency on the date 2
Business Days preceding that on which judgment is given. Each Obligor agrees
that its obligation in respect of any Original Currency due from it hereunder
shall, notwithstanding any judgment or payment in such other currency, be
discharged only to the extent that, on the Business Day following the date Agent
receives payment of any sum so adjudged to be due hereunder in the Second
Currency, Agent may, in accordance with normal banking procedures, purchase, in
the New York foreign exchange market, the Original Currency with the amount of
the Second Currency so paid; and if the amount of the Original Currency so
purchased or that could have been so purchased is less than the amount
originally due in the Original Currency, each Obligor agrees as a separate
obligation and notwithstanding any such payment or judgment to indemnify Agent
against such loss. The term "rate of exchange" in this SECTION 15.21 means the
spot rate at which Agent, in accordance with normal practices, is able on the
relevant date to purchase the Original Currency with the Second Currency, and
includes any premium and costs of exchange payable in connection with such
purchase.

      15.22. WAIVERS BY OBLIGORS. To the fullest extent permitted by
Applicable Law, each Obligor waives (i) the right to trial by jury (which Agent
and each Lender hereby also waives) in any action, suit, proceeding or
counterclaim of any kind arising out of or related to any of the Loan Documents,
the Obligations or the Collateral; (ii) presentment, demand and protest and
notice of presentment, protest, default, non payment, maturity, release,
compromise, settlement, extension or renewal of any or all commercial paper,
accounts, contract rights, documents, instruments, chattel paper and guaranties
at any time held by Agent on which such Obligor may in any way be liable and
hereby ratifies and confirms whatever Agent may do in this regard; (iii) notice
prior to taking possession or control of the Collateral or any bond or security
which might be required by any court prior to allowing Agent to exercise any of

                                     -116-


Agent's remedies; (iv) the benefit of all valuation, appraisement and exemption
laws; (v) any claim against Agent, Syndication Agent or any Lender, on any
theory of liability, for special, indirect, consequential, exemplary or punitive
damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, any of the Loan Documents, any transaction thereunder
or the use of the proceeds of any Loans; and (vi) notice of acceptance hereof.
Each Obligor acknowledges that the foregoing waivers are a material inducement
to Agent's, Syndication Agent's and Lenders' entering into this Agreement and
that Agent and Lenders are relying upon the foregoing waivers in its future
dealings with Obligors. Each Obligor warrants and represents that it has
reviewed the foregoing waivers with its legal counsel and has knowingly and
voluntarily waived its jury trial rights following consultation with legal
counsel. In the event of litigation, this Agreement may be filed as a written
consent to a trial by the Court.

      15.23. AMENDMENT AND RESTATEMENT. The aggregate principal amount of loans
(including the aggregate face amount of letters of credit) outstanding under the
Existing Loan Agreement as of the Closing Date is $66,753,372.50. This Agreement
amends and restates the Existing Loan Agreement in its entirety, and is not
intended to be or operate as a novation or an accord and satisfaction of the
Existing Loan Agreement or the Obligations evidenced or secured thereby or
provided for thereunder.

[Remainder of page intentionally left blank; signatures begin on following page]

                                     -117-


      IN WITNESS WHEREOF, this Agreement has been duly executed and delivered in
Atlanta, Georgia, on the day and year specified at the beginning of this
Agreement.

                                     BORROWERS:

                                     MASTEC, INC.

ATTEST:

/s/ Michael Nearing                  By: /s/ C. Robert Campbell
- -------------------------------          ---------------------------------------
MICHAEL NEARING, Vice President          C. ROBERT CAMPBELL, Executive Vice
                                         President and CFO

[CORPORATE SEAL]                     Address: 800 Douglas Road
                                              North Tower, 12th Floor
                                              Coral Gables, Florida 33134
                                     Attention: Chief Executive Officer
                                     Telecopier No.:  (___)________

                                     MASTEC TC, INC.

                                     By: /s/ C. Robert Campbell
                                         ---------------------------------------
                                         C. ROBERT CAMPBELL, Executive Vice
                                         President and CFO

                                     MASTEC FC, INC.

                                     By: /s/ C. Robert Campbell
                                         ---------------------------------------
                                         C. ROBERT CAMPBELL, Executive Vice
                                         President and CFO

                                     MASTEC CONTRACTING COMPANY, INC.

                                     By: /s/ Michael Nearing
                                         ---------------------------------------
                                         MICHAEL NEARING, Vice President

                                     MASTEC MINNESOTA SW, LLC

                                     By: /s/ C. Robert Campbell
                                         ---------------------------------------
                                         C. ROBERT CAMPBELL, Executive Vice
                                         President and CFO

                                     MASTEC SERVICES COMPANY, INC.

                                     By: /s/ C. Robert Campbell
                                         ---------------------------------------
                                         C. ROBERT CAMPBELL, Executive Vice
                                         President and CFO

      [Signature page to Amended and Restated Loan and Security Agreement]



                                     MASTEC ASSET MANAGEMENT COMPANY, INC.

                                     By: /s/ C. Robert Campbell
                                         ---------------------------------------
                                         C. ROBERT CAMPBELL, Executive Vice
                                         President and CFO

                                     CHURCH & TOWER, INC.

                                     By: /s/ C. Robert Campbell
                                         ---------------------------------------
                                         C. ROBERT CAMPBELL, Executive Vice
                                         President and CFO

                                     CHURCH & TOWER ENVIRONMENTAL, INC.

                                     By: /s/ C. Robert Campbell
                                         ---------------------------------------
                                         C. ROBERT CAMPBELL, Executive Vice
                                         President and CFO

                                     CRUZ-CELL, INC.

                                     By: /s/ C. Robert Campbell
                                         ---------------------------------------
                                         C. ROBERT CAMPBELL, Executive Vice
                                         President and CFO

                                     DRESSER/AREIA CONSTRUCTION, INC.

                                     By: /s/ C. Robert Campbell
                                         ---------------------------------------
                                         C. ROBERT CAMPBELL, Executive Vice
                                         President and CFO

                                     FLAIRE INCORPORATED

                                     By: /s/ C. Robert Campbell
                                         ---------------------------------------
                                         C. ROBERT CAMPBELL, Executive Vice
                                         President and CFO

                                     MASTEC OF TEXAS, INC.

                                     By: /s/ C. Robert Campbell
                                         ---------------------------------------
                                         C. ROBERT CAMPBELL, Executive Vice
                                         President and CFO

                                     MASTEC INTEGRATION SYSTEMS, INC.

                                     By: /s/ C. Robert Campbell
                                         ---------------------------------------
                                         C. ROBERT CAMPBELL, Executive Vice
                                         President and CFO

      [Signature page to Amended and Restated Loan and Security Agreement]



                                     MASTEC NETWORK SERVICES, INC.

                                     By: /s/ C. Robert Campbell
                                         ---------------------------------------
                                         C. ROBERT CAMPBELL, Executive Vice
                                         President and CFO

                                     MASTEC NORTH AMERICA, INC.

                                     By: /s/ C. Robert Campbell
                                         ---------------------------------------
                                         C. ROBERT CAMPBELL, Executive Vice
                                         President and CFO

                                     MASTEC TELCOM & ELECTRICAL SERVICES, INC.

                                     By: /s/ C. Robert Campbell
                                         ---------------------------------------
                                         C. ROBERT CAMPBELL, Executive Vice
                                         President and CFO

                                     NORTHLAND CONTRACTING, INC.

                                     By: /s/ C. Robert Campbell
                                         ---------------------------------------
                                         C. ROBERT CAMPBELL, Executive Vice
                                         President and CFO

                                     PROTEL IND., INC.

                                     By: /s/ C. Robert Campbell
                                         ---------------------------------------
                                         C. ROBERT CAMPBELL, Executive Vice
                                         President and CFO

                                     RENEGADE OF IDAHO, INC.

                                     By: /s/ C. Robert Campbell
                                         ---------------------------------------
                                         C. ROBERT CAMPBELL, Executive Vice
                                         President and CFO

                                     S.S.S. CONSTRUCTION, INC.

                                     By: /s/ Michael Nearing
                                         ---------------------------------------
                                         MICHAEL NEARING, Vice President

      [Signature page to Amended and Restated Loan and Security Agreement]



                                     UPPER VALLEY UTILITIES CORP.

                                     By: /s/ C. Robert Campbell
                                         ---------------------------------------
                                         C. ROBERT CAMPBELL, Executive Vice
                                         President and CFO

                                     WILDE HOLDING CO., INC.

                                     By: /s/ C. Robert Campbell
                                         ---------------------------------------
                                         C. ROBERT CAMPBELL, Executive Vice
                                         President and CFO

                                     WILDE ACQUISITION CO., INC.

                                     By: /s/ C. Robert Campbell
                                         ---------------------------------------
                                         C. ROBERT CAMPBELL, Executive Vice
                                         President and CFO

                                     WILDE OPTICAL SERVICE, INC.

                                     By: /s/ C. Robert Campbell
                                         ---------------------------------------
                                         C. ROBERT CAMPBELL, Executive Vice
                                         President and CFO

                                     MASTEC REAL ESTATE HOLDINGS, INC.

                                     By: /s/ C. Robert Campbell
                                         ---------------------------------------
                                         C. ROBERT CAMPBELL, Executive Vice
                                         President and CFO

                                     STACKHOUSE REAL ESTATE HOLDINGS, INC.

                                     By: /s/ C. Robert Campbell
                                         ---------------------------------------
                                         C. ROBERT CAMPBELL, Executive Vice
                                         President and CFO

                                     GUARANTORS:

                                     PHASECOM SYSTEMS, INC.

                                     By: /s/ C. Robert Campbell
                                         ---------------------------------------
                                         C. ROBERT CAMPBELL, Executive Vice
                                         President and CFO

      [Signature page to Amended and Restated Loan and Security Agreement]



                                      INTEGRAL POWER & TELECOMMUNICATIONS
                                      CORPORATION, LTD.

                                      By: /s/ C. Robert Campbell
                                          --------------------------------------
                                          C. ROBERT CAMPBELL, Executive Vice
                                          President and CFO

                                      LENDERS:

                                      BANK OF AMERICA, N.A.

Revolver Commitment: $53,750,000.00

                                      By: /s/ Dennis S. Losin
                                          --------------------------------------
                                          DENNIS S. LOSIN, Senior Vice President
                                      LIBOR Lending Office:
                                          Suite 800
                                          300 Galleria Parkway, N.W.
                                          Atlanta, Georgia 30339
                                      Attention: Loan Administration Manager
                                      Telecopier No.: (770) 859-2437

Revolver Commitment: $25,000,000.00   LASALLE BUSINESS CREDIT, LLC

                                      By: /s/ Douglas C. Colletti
                                          --------------------------------------
                                          Title: Senior Vice President
                                      LIBOR Lending Office:
                                          135 South LaSalle Street
                                          Suite 425
                                          Chicago, Illinois 60603
                                      Attention: Douglas Colletti
                                      Telecopier No.: (312) 904-6450

Revolver Commitment: $21,250,000.00   PNC BANK, NATIONAL ASSOCIATION

                                      By: /s/ Alex M. Council, IV
                                          --------------------------------------
                                          Title: Vice President

                                      LIBOR Lending Office:
                                          Two Tower Center
                                          8th Floor
                                          East Brunswick, New Jersey 08816
                                      Attention: Gurdatt Jagnanan
                                      Telecopier No.: (732) 220-3268

      [Signature page to Amended and Restated Loan and Security Agreement]



Revolver Commitment: $50,000,000.00  GENERAL ELECTRIC CAPITAL CORPORATION,
                                     as Syndication Agent and a Lender

                                     By: /s/ William R. Doolittle
                                         ---------------------------------------
                                         Duly Authorized Officer
                                     LIBOR Lending Office:
                                         201 Merritt 7
                                         P. O. Box 5201
                                         Norwalk, Connecticut 06856
                                     Attention: Raja Konduri
                                     Telecopier No.: (203) 229-5787

                                     AGENT:

                                     BANK OF AMERICA, N.A., as Agent

                                     By: /s/ Dennis S. Losin
                                         ---------------------------------------
                                         DENNIS S. LOSIN, Senior Vice President
                                     Address:
                                     Suite 800, 300 Galleria Parkway, N.W.
                                     Atlanta, Georgia 30339
                                     Attention: Office Head
                                     Telecopier No.: (770) 859-2437

      [Signature page to Amended and Restated Loan and Security Agreement]