<PAGE>

                                                                 EXHIBIT 10.1.2


               BRACKNELL CORPORATION, NATIONWIDE ELECTRIC, INC.
                                      and
                            THE STATE GROUP LIMITED

                                 as Borrowers


                                    - and -


                       THE FINANCIAL INSTITUTIONS LISTED
                            ON THE SIGNATURE PAGES

                                  as Lenders


                                    - and -


                             ROYAL BANK OF CANADA

                            as Administrative Agent


                                    - and -


                    CANADIAN IMPERIAL BANK OF COMMERCE and
                           THE TORONTO-DOMINION BANK

                           as Co-Syndication Agents

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                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT

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


                          Dated as of December 22, 2000
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                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT


          Third Amended and Restated Credit Agreement dated as of December 22,
2000, among BRACKNELL CORPORATION, NATIONWIDE ELECTRIC, INC. and THE STATE GROUP
LIMITED, as Borrowers, the financial institutions that are listed on the
signature pages, as Lenders, and ROYAL BANK OF CANADA, as Administrative Agent.

          WHEREAS pursuant to a credit agreement dated as of November 19, 1999,
as amended pursuant to the first amending agreement dated as of February 11,
2000 (as amended, the "Original Credit Agreement") among the Borrowers, the
Lenders and the Administrative Agent, the Lenders made certain credit facilities
available to the Borrowers;

          AND WHEREAS the Original Credit Agreement has been amended and
restated pursuant to an amended and restated credit agreement dated as of
February 28, 2000 (the "Amended and Restated Credit Agreement");

          AND WHEREAS the Amended and Restated Credit Agreement has been amended
and restated pursuant to a second amended and restated credit agreement dated as
of July 21, 2000 (the "Second Amended and Restated Credit Agreement");

          AND WHEREAS the Borrowers, the Lenders and the Administrative Agent
have determined to further amend and restate the provisions of the Second
Amended and Restated Credit Agreement as herein provided, with effect as of and
from the date hereof;

          NOW THEREFORE the parties hereto, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, hereby covenant
and agree that the Second Amended and Restated Credit Agreement shall be and is
hereby amended and restated as hereinafter set forth.

                                   ARTICLE 1

                                INTERPRETATION

          Section 1.01.  Defined Terms.

          As used in this Agreement, the following terms have the following
meanings:

          "Able" means Able Telcom Holdings Corp., a corporation incorporated
under the laws of the State of Florida.
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                                      -2-

          "Able Acquisition" means the acquisition by Bracknell of all of the
outstanding shares of the capital stock of Able pursuant to the Merger
Agreement.

          "Accommodation" means (i) an Advance made by a Lender on the occasion
of any Borrowing, (ii) the creation and purchase of Bankers' Acceptances or the
purchase of completed Drafts by a Domestic Lender or by any other Person on the
occasion of any Drawing, and (iii) the issue of a Documentary Credit by an
Issuing Lender on the occasion of any Issue (each of which is a "Type" of
Accommodation).

          "Accommodation Notice" means a Borrowing Notice, a Drawing Notice, an
Issue Notice or an Election Notice, as the case may be.

          "Accommodations Outstanding" means, in relation to a Borrower and any
Lender at any time under a Credit Facility, an amount equal to the sum of (i)
the aggregate principal amount of all outstanding Advances made by the Lender
under such Credit Facility, (ii) if applicable, the aggregate Face Amount of all
outstanding Bankers' Acceptances and completed Drafts which a Lender has
purchased or arranged to have purchased and the aggregate Face Amount of all BA
Equivalent Notes, (iii) the aggregate Face Amount of all Documentary Credits for
which the Lender is liable under Section 5.05(2); and (iv) the aggregate
principal amount of all Swingline Advances for which the Lender is liable under
Sections 3.01(9) and (10) and in relation to a Borrower and all Lenders, means
the sum of the Accommodations Outstanding to each Lender. In determining
Accommodations Outstanding, the foregoing amounts shall be expressed in U.S.
Dollars and each relevant Canadian Dollar amount shall be converted, for
purposes of such calculation, into its Equivalent U.S. $ Amount, as of the
relevant day.

          "Acquiring Lender" has the meaning specified in Section 2.10(5).

          "Acquisition" means, with respect to any Person, any transaction or
series of related transactions for the direct or indirect (i) acquisition of all
or substantially all of the assets or business or division of any other Person,
or (ii) acquisition of any shares, interests, participations or other
equivalents (including partnership interests) of or in any other Person.

          "Acquisition of Control" means the occurrence of any of the following
events: (i) any Person (or any successor to it continuing from any amalgamation,
merger or other reorganization thereof) acquires, directly or indirectly, more
than 25% of the votes attached to Bracknell's securities entitled to vote for
the election of Bracknell's board of directors, (ii) any such Person's designees
represent a majority of Bracknell's board of directors, or (iii) any sale,
lease, exchange or other transfer (in one transaction or series of related
transactions) of all or substantially all of Bracknell's property and assets to
a Person.
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                                      -3-

          "Administrative Agent" means Royal Bank of Canada as Administrative
Agent for the Lenders under this Agreement, and any successor appointed pursuant
to Section 10.09.

          "Advances" means advances made by a Lender under Article 3 and
"Advance" means any one of such advances. Advances are denominated in Canadian
Dollars (a "Canadian Dollar Advance") or in U.S. Dollars (a "U.S. Dollar
Advance"). A Canadian Dollar Advance from a Domestic Lender is designated a
"Canadian Prime Rate Advance" and a U.S. Dollar Advance from a Domestic Lender
may be designated a "Libor Rate Advance" or a "U.S. Base Rate Advance". A U.S.
Dollar Advance from a Foreign Lender may be designated as a "Libor Rate Advance"
or a "U.S. Prime Rate Advance". Canadian Prime Rate Advances, U.S. Base Rate
Advances and U.S. Prime Rate Advances are referred to, collectively, as
"Floating Rate Advances". Each of a Libor Rate Advance, a Canadian Prime Rate
Advance, a U.S. Base Rate Advance and U.S. Prime Rate Advance is a "Type" of
Advance.

          "Affiliate" has the meaning specified in the Business Corporations Act
(Ontario) on the date of this Agreement.

          "Agreement" means this credit agreement and all schedules and
instruments in amendment or confirmation of it; as amended, modified or
supplemented from time to time, and the expressions "Article" and "Section"
followed by a number mean and refer to the specified Article or Section of this
Agreement.

          "Annual Business Plan" means, for any Financial Year, (i) detailed pro
forma balance sheets, income statements and statements of changes in the
Borrowers' and the Restricted Subsidiaries' financial position, prepared in
accordance with GAAP (to the extent applicable), in respect of such Financial
Year and each Financial Quarter therein for the Borrowers' and the Restricted
Subsidiaries' consolidated operations and supported by appropriate explanations,
notes and information, and (ii) detailed pro forma balance sheets, income
statements and statements of changes in the Borrowers' and the Restricted
Subsidiaries' financial position in respect of each of the Financial Years prior
to and including the Financial Year in which the Relevant Repayment Date occurs,
prepared in accordance with GAAP (to the extent applicable) for the Borrowers'
and the Restricted Subsidiaries' consolidated operations and supported by
appropriate explanations, notes and information.

          "Annualized Total Cost of Goods Sold" means the "cost of services"
determined on the same basis as set out in the consolidated statements of net
income and retained earnings of Bracknell which form part of Bracknell's annual
audited consolidated financial statements, calculated based on the most recently
completed twelve months and, if a Borrower has made an Acquisition during such
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                                      -4-

period, calculated on a pro forma basis as if such Acquisition had taken place
on the first day of such period.

          "Applicable Facility Fee" means, subject to the following sentences,
the facility fee in basis points per annum set forth in Schedule 6 corresponding
to the ratio of Total Net Debt to Consolidated EBITDA as calculated at the end
of each Financial Quarter. Upon the occurrence and during the continuance of a
Default or an Event of Default, the Applicable Facility Fee shall be the highest
fee provided for in Schedule 6. The Applicable Facility Fee shall be adjusted on
the date of calculation of the ratio of Total Net Debt to Consolidated EBITDA
set forth in Section 6 with effect as of the end of the most recently completed
Financial Quarter.

          "Applicable Margins" means, subject to the following sentences, the
margins in basis points per annum, set forth in Schedule 6 corresponding to the
ratio of Total Net Debt to Consolidated EBITDA as calculated at the end of each
Financial Quarter. In respect of (i) Canadian Prime Rate Advances, U.S. Prime
Rate Advances or U.S. Base Rate Advances, the Applicable Margin shall be the
margin referred to in the column "Floating Rate Advances" in Schedule 6; and
(ii) Libor Rate Advances, Drawings or Issues, the Applicable Margin shall be the
margin referred to in the column "Libor Margin\Drawing Fee\Documentary Credit
Fee" in Schedule 6, in each case, appropriately corresponding to the applicable
ratio of Total Net Debt to Consolidated EBITDA.

          "Approved Fund" means any Fund that is administered or managed by (a)
a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

          "Assignee" has the meaning specified in Section 11.08 (3).

          "Bank One" means Bank One, Kentucky, N.A.


          "Bankers' Acceptance" has the meaning specified in Section 4.01.

          "BA Equivalent Note" has the meaning specified in Section 4.03(3).

          "BA Instruments" means, collectively, Bankers' Acceptances, Drafts and
BA Equivalent Notes, and, in the singular, any one of them.

          "Beneficiary" means, in respect of any Documentary Credit, the
beneficiary named in the Documentary Credit.

          "Borrowers" means, at any time, Bracknell, Nationwide and State and
their respective successors and permitted assigns and, in the singular, any one
of them.
<PAGE>

                                      -5-

          "Borrowers' Accounts" means the Borrowers' Canadian Dollar and U.S.
Dollar accounts maintained by the Administrative Agent in Toronto, the
particulars of which shall have been notified by the Administrative Agent to
Bracknell.

          "Borrowers' Mark-to-Market Exposure" means, on any date, the net
amount expressed in U.S. Dollars that would be payable by the Borrowers or the
Restricted Subsidiaries under all Hedging Agreements on that date if it were an
"Early Termination Date" and the "Transaction" were a "Terminated Transaction"
in accordance with the payment measures provided for in Section 6(e)(i)(3) of
the 1992 ISDA Master Agreement (Multicurrency-Cross Border) as published by the
International Swaps and Derivatives Association, Inc. as amended or replaced
from time to time.

          "Borrowing" means a borrowing consisting of one or more Advances.

          "Borrowing Notice" has the meaning specified in Section 3.02(1).

          "Bracknell" means Bracknell Corporation, a corporation incorporated
under the laws of Ontario.

          "Bracknell Limited Partnership Facility" means the U.S.$220,000,000
term facility made available to Bracknell LP by the Foreign Lenders pursuant to
an amended and restated credit agreement dated as of December 22, 2000 (as the
same may be amended, supplemented, restated or replaced at any time or from time
to time).

          "Bracknell LP" means Bracknell Limited Partnership, a limited
partnership formed under the laws of Nevada.

          "Bracknell LP Event of Default" means an event which, with the giving
of notice or passage of time, or both, would constitute a default or event of
default under the Bracknell Limited Partnership Facility.

          "Buildings and Fixtures" means all plant, buildings, structures,
erections, improvements, appurtenances and fixtures (including fixed machinery
and fixed equipment) situate on any of the Subject Properties.

          "Business" means the business of providing electrical, mechanical,
multi-trade and telecommunications contracting and facilities management
services and services incidental thereto.

          "Business Day" means any day of the year, other than a Saturday,
Sunday or other day on which banks are required or authorized to close in
Toronto, Ontario and, where used in the context of (i) a Libor Rate Advance,
also a day on which banks are not required or authorized to close in New York
City and dealings are carried on in the London interbank market, and (ii) a U.S.
Base Rate Advance
<PAGE>

                                      -6-

or a U.S. Prime Rate Advance, also a day on which banks are not required or
authorized to close in New York City.

          "Canadian Acquisition Commitment" has the meaning specified in the
definition of Commitment.

          "Canadian Acquisition Facility" means the reducing term facility to be
made available to Bracknell by the Domestic Lenders under this Agreement for
purposes set out in Section 2.03.

          "Canadian Dollars" and "Cdn. $" each means lawful money of Canada.

          "Canadian Dollar Advance" has the meaning specified in the definition
of Advance.

          "Canadian Facilities" means, collectively, the Canadian Term Facility,
the Canadian Acquisition Facility, the Canadian Operating Facility and the
Canadian Swingline Facility.

          "Canadian Mandatory Borrowing" has the meaning specified in Section
3.01(9).

          "Canadian Operating Commitment" has the meaning specified in the
definition of Commitment.

          "Canadian Operating Facility" means the revolving operating credit
facility to be made available to State and Bracknell by certain Domestic Lenders
under this Agreement for the purposes set out in Section 2.03 which shall
include the Canadian Swingline Facility to be made available by the Swingline
Lender.

          "Canadian Prime Rate" means, at any time, the greater of (i) the rate
of interest per annum equal to the rate quoted, published and commonly known as
the "prime rate" of the Administrative Agent established at its main office in
Toronto, Ontario as the reference rate of interest in order to determine
interest rates for commercial loans in Canadian Dollars to its Canadian
borrowers, adjusted automatically with each quoted or published change in such
rate, all without the necessity of any notice to a Borrower or any other Person,
and (ii) the sum of (y) the average rate per annum for Canadian Dollar banker's
acceptances having a term of 30 days that appears on the Reuters Screen CDOR
Page as of 10:00 a.m. (Toronto time) on the date of determination, as reported
by the Administrative Agent (and if such screen is not available, any successor
or similar service as may be selected by the Administrative Agent), and (z)
 .50%.

          "Canadian Prime Rate Advance" has the meaning specified in the
definition of Advance.
<PAGE>

                                      -7-

          "Canadian Swingline Commitment" has the meaning specified in the
definition of Commitment.

          "Canadian Swingline Facility" means the revolving operating credit
facility to be made available, as a sub-facility of the Canadian Operating
Facility, to Bracknell and State by the Swingline Lender under this Agreement
for the purposes set out in Section 2.03.

          "Canadian Term Commitment" has the meaning specified in the definition
of Commitment.

          "Canadian Term Facility" means the reducing term facility to be made
available to Bracknell by the Domestic Lenders under this Agreement for the
purposes set out in Section 2.03.

          "Capital Expenditures" means gross expenditures made for the purchase,
lease or acquisition of assets which would be classified as capital assets on a
balance sheet in accordance with GAAP.

          "Capitalization" means, at any time, the sum of (i) Total Debt, plus
(ii) Consolidated Net Worth.

          "Cash Equivalents" means any of the following, so long as the same are
maintained in accounts in which the Administrative Agent has a perfected
security interest: (i) securities issued, guaranteed or insured by the
government of Canada or any province, or the United States of America or any
state, and having terms to maturity of not more than one year, and (ii)
certificates of deposit having maturities of not more than one year issued or
guaranteed by a Canadian chartered bank and rated R-1 low (or the then
equivalent grade) or better by Dominion Bond Rating Service.

          "Closing Date" means the date on which this Agreement becomes
effective pursuant to Section 6.01.

          "Code" means the Internal Revenue Code of 1986 of the United States of
America, as amended from time to time, and any successor statute.

          "Collateral" means any and all property and assets in respect of which
the Administrative Agent or any Lender has a Lien under the Security Documents.

          "Commercial Debt" means Debt referred to in paragraph (i) of the
definition of Debt which is provided by one or more commercial banking
institutions to the Borrowers or any of the Restricted Subsidiaries.

          "Commitment" means, at any time, in respect of (i) the Canadian Term
Facility, U.S.$25,000,000 (as reduced pursuant to Article 2, the "Canadian Term
<PAGE>

                                      -8-

Commitment"); (ii) the Canadian Acquisition Facility, U.S.$5,000,000 (as reduced
pursuant to Article 2, the "Canadian Acquisition Commitment"); (iii) the
Canadian Operating Facility, U.S.$25,000,000 (which includes the Canadian
Swingline Commitment) (as reduced or increased pursuant to Articles 2 and 3, the
"Canadian Operating Commitment"), (iv) the Canadian Swingline Facility,
U.S.$5,000,000 (as reduced pursuant to Article 2, the "Canadian Swingline
Commitment"), (v) the U.S. Operating Facility, U.S.$95,000,000 (which includes
the U.S. Alternate Operating Commitment) (as reduced pursuant to Article 2, the
"U.S. Operating Commitment"), and (vi) the U.S. Alternate Operating Facility,
U.S.$5,000,000 (as reduced pursuant to Article 2, the "U.S. Alternate Operating
Commitment") and a "Lender's Canadian Term Commitment", "Lender's Canadian
Acquisition Commitment", "Lender's U.S. Operating Commitment", "Lender's
Canadian Operating Commitment" and "Lender's Canadian Swingline Commitment" and
"Lender's U.S. Alternate Operating Commitment") means, at any time, the relevant
amount designated as such and set forth opposite the Lender's name on the
signature pages and a "Lender's Commitment" means, at any time, the total of the
amounts set forth opposite a Lender's name on the signature pages (as increased
pursuant to Section 2.10 or reduced pursuant to Articles 2 and 3).

          "Compliance Certificate" means a certificate of Bracknell,
substantially in the form of Schedule 7, signed on its behalf by its chief
financial officer or any other officer acceptable to the Administrative Agent.

          "Consenting Lender" has the meaning specified in Section 2.10(3).

          "Consolidated Debt Service" means, for any period, the aggregate of
(i) all Consolidated Interest Expense, and (ii) all regularly scheduled
principal or capital lease payments on account of Total Debt, in each case for
such period. Consolidated Debt Service shall be calculated based on Bracknell's
reasonable projections for the four following Financial Quarters.

          "Consolidated Depreciation and Amortization Expense" means, for any
period, depreciation, amortization and other non-cash expenses of the Borrowers
and the Restricted Subsidiaries which reduce Consolidated Net Income for such
period, determined as of such time in accordance with GAAP.

          "Consolidated EBITDA" means, for any period and without duplication,
Consolidated Net Income increased, to the extent deducted in calculating
Consolidated Net Income, by the sum of (i) Consolidated Interest Expense, (ii)
all income taxes of the Borrowers and the Restricted Subsidiaries paid or
accrued in accordance with GAAP for such period (other than income taxes
attributable to extraordinary, unusual or nonrecurring gains or losses or taxes
attributable to sales or dispositions outside the normal course of business),
(iii) any non-cash items decreasing Consolidated Net Income for such period,
other than extraordinary or nonrecurring losses, and (iv) Consolidated
Depreciation and
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                                      -9-

Amortization Expense, and decreased by (v) any non-cash items increasing
Consolidated Net Income for such period, other than extraordinary or
nonrecurring gains, (vi) all cash payments during such period relating to non-
cash charges which were added back in determining Consolidated EBITDA in any
prior period, all as determined at such time in accordance with GAAP. For
purposes hereof, Consolidated EBITDA shall not include (i) any Consolidated
EBITDA which has been generated from a Person resident in a country which is not
a member of the Organization for Economic Cooperation and Development (other
than the Bahamas or any other country approved by all the Lenders), except as
specifically permitted in connection with a Permitted Acquisition, and (ii) the
Restructuring Charge.

          "Consolidated Interest Expense" means, for any period for the
Borrowers and the Restricted Subsidiaries, the sum of, without duplication, (i)
all items properly classified as interest expense (whether expensed or
capitalized) in accordance with GAAP, (ii) the imputed interest component of any
element of Total Debt (such as capital leases and deferred revenue) which would
not be classified as interest expense pursuant to (i), (iii) the aggregate of
all purchase discounts relating to the sale of accounts receivable in connection
with any asset securitization program, but excluding, to the extent otherwise
included, (iv) any amount which would also qualify as Consolidated Depreciation
and Amortization Expense.

          "Consolidated Net Income" means, for any period, the net income (loss)
of the Borrowers and the Restricted Subsidiaries determined in accordance with
GAAP, provided, however, that there shall be excluded therefrom (i) after-tax
gains or losses from assets sales or abandonments or reserves relating thereto,
(ii) after-tax items classified as extraordinary or nonrecurring losses not
exceeding $15,000,000 in any Financial Year, (iii) after tax items classified as
extraordinary or nonrecurring gains, (iv) the net income of any Person acquired
in a "pooling of interests" transaction accrued prior to the date it becomes a
Restricted Subsidiary or is merged or consolidated with a Borrower or any
Restricted Subsidiary, (v) the net income (but not loss) of any Restricted
Subsidiary to the extent that the declaration of dividends or Distributions by
that Restricted Subsidiary of that income is restricted by a contract, operation
of law or otherwise, (vi) the net income of any Person, other than a Restricted
Subsidiary, except to the extent of cash dividends or Distributions paid to a
Borrower or any of the Restricted Subsidiaries by such Person, (vii) income or
loss attributable to discontinued operations (including, without limitation,
operations disposed of or closed during the period whether or not the operations
were classified as discontinued), and (viii) in the case of a successor to a
Borrower by consolidation or merger or as a transferee of a Borrower's assets,
any earnings of the successor corporation prior to such consolidation, merger or
transfer of assets.

          "Consolidated Net Worth" means, at any time, with respect to the
Borrowers and the Restricted Subsidiaries, the total shareholders' equity
(including stated capital or equivalent account in respect of issued and
outstanding shares,
<PAGE>

                                      -10-

retained earnings and contributed surplus, but excluding treasury shares and any
subscribed but unissued shares) determined at such time on a consolidated basis
in accordance with GAAP.

          "Credit Documents" means this Agreement, the BA Instruments, the
Security Documents, the Hedging Agreements, all other documents to be executed
and delivered to the Administrative Agent or the Lenders, or both, by the
Borrowers and the Restricted Subsidiaries and any document acknowledged to be a
"Credit Document" by the Administrative Agent and the Borrowers.

          "Credit Facilities" means, collectively, the Operating Facilities, the
Canadian Acquisition Facility and the Canadian Term Facility and, in the
singular, any one of them.

          "Debt" of any Person means, without duplication, (i) indebtedness for
borrowed money including borrowings of commodities, bankers' acceptances,
letters of credit or letters of guarantee, (ii) indebtedness for the deferred
purchase price of property or services other than for goods and services
purchased in the ordinary course of business and payable in accordance with
customary practice, (iii) indebtedness created or arising under any conditional
sale or other title retention agreement with respect to property acquired by the
Person (even though the rights and remedies of the seller or lender under such
agreement in the event of default are limited to repossession or sale of such
property), (iv) indebtedness of another Person secured by a security interest on
any properties or assets of the Person in question, (v) all current liabilities
of such Person represented by a note, bond, debenture or other evidence of debt,
(vi) all obligations under leases which have been or should be, in accordance
with GAAP, recorded as capital leases, (vii) the aggregate amount at which any
shares in the capital of the Person which are redeemable or retractable at the
option of the holder may be retracted or redeemed, and (viii) all Debt
Guaranteed by the Person; and for greater certainty, shall not include Hedging
Agreements or ordinary trade payables.

          "Debt Guaranteed" by any Person means the maximum amount which may be
outstanding at any time of all Debt of the kinds referred to in (i) through
(vii) of the definition of Debt which is directly or indirectly guaranteed by
the Person or which the Person has agreed (contingently or otherwise) to
purchase or otherwise acquire, or in respect of which the Person has otherwise
assured a creditor or other Person against loss.

          "Default" means an event which, with the giving of notice or passage
of time, or both, would constitute an Event of Default.

          "Distribution" means, in respect of any Person, the amount of (i) any
dividend or other distribution on issued shares of such Person, (ii) the
purchase, redemption or retirement amount of any issued shares, warrants or any
other
<PAGE>

                                      -11-

options or rights to acquire shares of the Person redeemed or purchased by the
Person, (iii) any payment made on, under, or in respect of, any Debt (other than
Debt under this Agreement or payments required to be made pursuant to the
provisions of any pension plan of the Person in effect from time to time),
including interest, sinking fund or any like payment, (iv) any payment on
account of any principal, interest or premium on any loans or advances owing at
any time by the Person to any Related Party, or (v) any loan to or guarantee of
the indebtedness of any Related Party.

          "Documentary Credit" means a standby letter of credit or letter of
guarantee (each of which is a "Type" of Documentary Credit) issued or to be
issued by the Issuing Lender for the account of a Borrower pursuant to Article
5.

          "Domestic Issuing Lender" means Royal Bank of Canada and its
successors.

          "Domestic Lender" means a Lender which is not a non-resident of Canada
within the meaning of the Income Tax Act (Canada).

          "Draft" means, at any time, (i) a bill of exchange, within the meaning
of the Bills of Exchange Act (Canada), drawn by a Borrower on a Domestic Lender
or any other Person and bearing such distinguishing letters and numbers as the
Domestic Lender or the Person may determine, but which at such time has not been
completed as to the payee or accepted by the Domestic Lender or the other
Person; and (ii) a depository bill within the meaning of the Depository Bills
and Notes Act (Canada).

          "Drawing" means (i) the creation and purchase of Bankers' Acceptances
by a Domestic Lender or by any other Person pursuant to Article 4, or (ii) the
purchase of completed Drafts by a Domestic Lender or by any other Person
pursuant to Article 4.

          "Drawing Date" means any Business Day fixed for a Drawing pursuant to
Section 4.03.

          "Drawing Fee" means, with respect to each Draft drawn by a Borrower
and purchased by any Person on any Drawing Date, an amount equal to the
Applicable Margin multiplied by the product of (i) a fraction, the numerator of
which is the numbers of days to maturity of such Bankers' Acceptance or Draft,
and the denominator of which is 365; and (ii) the aggregate Face Amount of the
Bankers' Acceptance.

          "Drawing Notice" has the meaning specified in Section 4.03(1).

          "Drawing Price" means, in respect of Bankers' Acceptances or Drafts to
be purchased by a Lender or any other Person, the result obtained by multiplying
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                                      -12-

(i) the aggregate Face Amount of the Bankers' Acceptances or Drafts, by (ii) the
amount (rounded up or down to the fifth decimal place with .000005 being rounded
up) determined by dividing one by the sum of one plus the product of (x) the
Reference Discount Rate, and (y) a fraction the numerator of which is the number
of days to maturity of the Bankers' Acceptances and the denominator of which is
365.

          "Drawing Proceeds" means, in respect of any Bankers' Acceptance or
Draft to be purchased by a Lender or any other Person, an amount equal to (i)
the Drawing Price, minus (ii) the applicable Drawing Fee.

          "Election Notice" has the meaning specified in Section 3.03(3).

          "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender;
(c) an Approved Fund; and (d) any other Person (other than a natural Person)
approved by the Administrative Agent who is taking delivery of an assignment in
connection with physical settlement of a credit derivatives transaction.

          "Environmental Laws" means any foreign, federal, state or local laws,
statutes, regulations, rules, orders, ordinances, decrees, injunctions,
judgments, governmental approvals or any other requirements of law (including
common law) regulating or relating to the protection of human health or safety,
natural resources or the environment, including, but not limited to, laws
relating to pollution, contamination or the use, generation, management,
handling, transport, treatment, disposal, storage, Release or threatened Release
of Hazardous Substances.

          "Environmental Liabilities" means all liabilities imposed by, under or
pursuant to Environmental Laws or which relate to the existence of contaminants
on, under or about the Subject Properties or the ownership or operation of the
Business or any assets related to the Business.

          "Equivalent Cdn. $ Amount" means, on any day with respect to any
amount of U.S. Dollars, the amount of Canadian Dollars which would be required
to buy such amount of U.S. Dollars using the spot rate of the Bank of Canada at
approximately 12:00 noon (Toronto time) on the day.

          "Equivalent U.S. $ Amount" means, on any day with respect to any
amount of Canadian Dollars, the amount of U.S. Dollars which would be required
to buy such amount of Canadian Dollars using the spot rate of the Bank of Canada
at approximately 12:00 noon (Toronto time) on the day.

          "ERISA" means the Employee Retirement Income Security Act of 1974 of
the United States of America, as amended from time to time, and any successor
statute.

          "ERISA Affiliate" means any trade or business (whether or not
incorporated) that is a member of a group of which any of the Borrowers or any
of
<PAGE>

                                      -13-

their respective Subsidiaries is a member which is treated as a single employer
under Section 414(b) or (c) of the Code or Section 4001 of ERISA.

          "Event of Default" has the meaning specified in Section 9.1.

          "Face Amount" means (i) in respect of a BA Instrument, the amount
payable to the holder on its maturity, and (ii) in respect of a Documentary
Credit, the maximum amount which the Issuing Lender is contingently liable to
pay to the Beneficiary.

          "Federal Funds Rate" means, for any day, a fluctuating interest rate
per annum equal to the weighted average of the rates on overnight United States
Federal funds transactions with members of the Federal Reserve System arranged
by United States Federal funds brokers, as published for the day (or, if the day
is not a Business Day, for the preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations for the day on such transactions
received by the Administrative Agent from three United States Federal funds
brokers of recognized standing selected by it.

          "Fees" mean the fees payable by the Borrowers under this Agreement.

          "Financial Quarter" means a period of three consecutive months ending
on January 31, April 30, July 31 and October 31, as the case may be, of each
year or such other dates as Bracknell may specify from time to time in
accordance with Section 8.01(c)(v).

          "Financial Year" means, in relation to Bracknell or any Restricted
Subsidiary, the financial year commencing on November 1 of each calendar year
and ending on October 31 of the immediately following calendar year or such
other financial years as Bracknell may specify from time to time in accordance
with Section 8.01(c)(v).

          "Floating Rate Advances" has the meaning specified in the definition
of Advance.

          "Foreign Issuing Lender" means Royal Bank of Canada and its
successors.


          "Foreign Lender" means a Lender which is either (i) incorporated under
the laws of the United States, any state thereof or the District of Columbia,
(ii) a branch office in the United States of a corporation incorporated under
the laws of a jurisdiction outside the United States, or (iii) a corporation
incorporated under the laws of a jurisdiction outside the United States and,
under the terms of an applicable income tax treaty as in effect on the date
hereof, is exempt from United
<PAGE>

                                      -14-

States federal withholding tax on payments to be made to it under the Credit
Documents.

          "Fund" means any Person (other than a natural Person) that is (or will
be) engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.

          "GAAP" means, at any time, accounting principles generally accepted in
Canada as recommended in the Handbook of the Canadian Institute of Chartered
Accountants at the relevant time applied on a consistent basis (except for
changes made with the prior written consent of the Administrative Agent and
approved by Bracknell's independent auditors in accordance with promulgations of
the Canadian Institute of Chartered Accountants).

          "Goods" means tangible personal property but excluding chattel paper,
documents of title, instruments, money and securities (as these terms are
defined in the Personal Property Security Act (Ontario) from time to time).

          "Governmental Entity" means any (i) multinational, federal,
provincial, state, municipal, local or other government, governmental or public
department, central bank, court, commission, board, bureau, agency or
instrumentality, domestic or foreign, (ii) any subdivision or authority of any
of the foregoing, or (iii) any quasi-governmental or private body exercising any
regulatory, expropriation or taxing authority under or for the account of any of
the above.

          "Hazardous Substances" means any substance, material, chemical,
compound, product, pollutant or contaminant that: (i) is or contains asbestos,
urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum,
petroleum products or petroleum-derived substances or wastes, radon gas or
related materials (ii) requires Remedial Action under any Environmental Laws, or
is defined, listed or identified as a "hazardous waste" or "hazardous substance"
or words of similar import thereunder, or (iii) is toxic, explosive, corrosive,
flammable, infectious, radioactive, carcinogenic, mutagenic, or otherwise
hazardous and is regulated by any Governmental Entity or Environmental Laws.

          "Hedging Agreements" means (i) currency exchange or interest rate swap
agreements, currency exchange or interest rate cap agreements or currency
exchange or interest rate collar agreements, in any such case between a Borrower
or a Restricted Subsidiary and any other Person, or (ii) any other agreement or
arrangement designed to protect a Borrower or a Restricted Subsidiary against
fluctuations in currency exchange or interest rates and not for speculative
investment, as it may be amended, supplemented, modified or restated from time
to time.

          "Indemnified Person" has the meaning specified in Section 11.06(1).
<PAGE>

                                      -15-

          "Investments" means any advances, loans, guarantees or other
extensions of credit or capital contributions to (by means of transfers of
property, money or assets), or any purchase of any shares, stocks, bonds, notes,
debentures or other securities of, any Person as an investment in, and not as an
acquisition of, any Person.

          "Issue" means an issue of a Documentary Credit by an Issuing Lender
pursuant to Article 5.

          "Issue Date" has the meaning specified in Section 5.02(1).

          "Issue Notice" has the meaning specified in Section 5.02(1).

          "Issuing Lender" means (i) in relation to Documentary Credits issued
under the Canadian Operating Facility, Royal Bank of Canada, and (ii) in
relation to Documentary Credits issued under the U.S. Operating Facility, Royal
Bank of Canada, each in their respective capacities as issuers of Documentary
Credits for the account of the Borrowers in accordance with Article 5, and any
successor to them.

          "Joint Venture" means a corporation incorporated under the laws of
Canada, the United States of Canada or the Bahamas (i) in which a Borrower or a
Restricted Subsidiary holds shares or other equity interests but which is not
wholly-owned directly or indirectly by a Borrower or a Restricted Subsidiary,
(ii) which has no Debt which cross-defaults or cross-accelerates to any Debt of
the Borrowers or the Restricted Subsidiaries or in respect of which a Borrower
or a Restricted Subsidiary is contingently liable, and (iii) in respect of which
no Borrower or Restricted Subsidiary has agreed to cause it to maintain or
preserve its financial position or achieve any specified financial or operating
results.

          "Judicial Order" has the meaning specified in Section 5.09(1).

          "Leased Properties" means, collectively, the real properties forming
the subject matter of the Leases.

          "Leases" means the material leases, subleases, rights to occupy, and
licences of real property or Buildings and Fixtures, to which any of the
Borrowers or the Restricted Subsidiaries are a party (i) at the date of this
Agreement, as listed and described in Schedule 7.01(j), or (ii) after the date
of this Agreement as notified to the Administrative Agent pursuant to Section
8.01(c), but shall exclude (iii) leases, rights and licences terminated in
accordance with their terms (and not as the result of a default) after the date
of this Agreement and as and from such termination.
<PAGE>

                                      -16-

          "Lenders" mean, collectively, the lenders set forth on the signature
pages hereof, any Person who may become a Lender pursuant to Section 11.08 and
their respective successors and assigns, and, in the singular, any of them.

          "Lender's Canadian Acquisition Commitment" has the meaning specified
in the definition of Commitment.

          "Lender's Canadian Operating Commitment" has the meaning specified in
the definition of Commitment.

          "Lender's Canadian Swingline Commitment" has the meaning specified in
the definition of Commitment.

          "Lender's Canadian Term Commitment" has the meaning specified in the
definition of Commitment.

          "Lender's U.S. Alternate Operating Commitment" has the meaning
specified in the definition of Commitment.

          "Lender's U.S. Operating Commitment" has the meaning specified in the
definition of Commitment.

          "Libor Interest Period" means, for each Libor Rate Advance, a period
which commences (i) in the case of the initial Libor Interest Period, on the
date the Advance is made or converted from another Type of Accommodation, and
(ii) in the case of any subsequent Libor Interest Period, on the last day of the
immediately preceding Libor Interest Period, and which ends, in either case, on
the day selected by a Borrower in the applicable Borrowing Notice or Election
Notice. The duration of each Libor Interest Period shall be 1, 2, 3 or 6 months
(or such shorter or longer period as may be approved by the Lenders making Libor
Rate Advances), unless the last day of a Libor Interest Period would otherwise
occur on a day other than a Business Day, in which case the last day of such
Libor Interest Period shall be extended to occur on the next Business Day, or if
such extension would cause the last day of such Libor Interest Period to occur
in the next calendar month, the last day of such Libor Interest Period shall
occur on the preceding Business Day.

          "Libor Rate" means, for each Libor Interest Period for each Libor Rate
Advance, the rate of interest per annum which appears on page 3750 of the
Telerate screen at approximately 11:00 a.m. (London time) two Business Days
before the first day of such Libor Interest Period; or if such Telerate screen
is not available, then the rate of interest per annum which appears on the
Reuters screen LIBOR01 page at approximately 11:00 a.m. (London time) two
Business Days before the first day of such Libor Interest Period; or if such
Reuters screen is not available, then the Libor Rate shall be the annual rate of
interest determined by the Administrative Agent as being the rate of interest at
which it would be prepared to offer to leading banks in the London interbank
market for delivery on the first day of the relevant
<PAGE>

                                      -17-

Libor Interest Period for a period equal to the Libor Interest Period, deposits
in U.S. Dollars and amount comparable to the relevant Libor Rate Advance
requested by a Borrower.

          "Libor Rate Advance" has the meaning specified in the definition of
Advance.

          "Lien" means any mortgage, charge, pledge, hypothecation, security
interest, assignment, encumbrance, lien (statutory or otherwise), mechanics'
lien, construction lien, materialmen's lien, charge, title retention agreement
or arrangement, restrictive covenant or other encumbrance of any nature or any
other arrangement or condition that in substance secures payment or performance
of an obligation.

          "Majority Lenders" means (i) at all times after the occurrence of an
Event of Default and during its continuance, Lenders who, taken together, are
beneficially entitled to at least 66-2/3% of the aggregate Accommodations
Outstanding, and (ii) at all other times, Lenders whose Commitments, taken
together, are at least 66-2/3% of the aggregate amount of the Commitments.

          "Material Adverse Effect" means a material adverse effect on the
business, operations, results of operations, prospects, assets, liabilities or
financial condition of the Borrowers and the Restricted Subsidiaries taken as a
whole or a material adverse effect on the ability of the Borrowers to perform
their respective obligations under the Credit Agreement or on the ability of the
Administrative Agent and the Lenders to enforce such obligations.

          "Material Agreements" means the agreements listed in Schedule 7.01(u)
and any other agreement, contract or similar instrument to which a Borrower or
any of the Restricted Subsidiaries is a party or to which any of its property or
assets may be subject which account for greater than 5% of the annual
consolidated revenues of any Borrower or for which breach, non-performance,
cancellation, failure to renew, termination, revocation or lapse could
reasonably be expected to have a Material Adverse Effect.

          "Merger Agreement" means the amended and restated agreement and plan
of merger dated as of November 14, 2000, among Bracknell, Bracknell Acquisition
Corporation and Able.

          "Multiemployer Plan" means a multiemployer plan as defined in Section
4001(a)(3) of ERISA to which a Borrower or any of their respective Subsidiaries
or any ERISA Affiliate is making or accruing an obligation to make contributions
or has made or accrued an obligation to make contributions or otherwise has any
liability.
<PAGE>

                                      -18-

          "Nationwide" means Nationwide Electric, Inc., a corporation formed
under the laws of Delaware.

          "Nationwide Alternate Operating Accounts" means Nationwide's U.S.
Dollar accounts maintained by the U.S. Alternate Operating Lender at its
principal office in such city as may be notified to the Administrative Agent,
the particulars of which shall be notified by the U.S. Alternative Operating
Lender to Nationwide.

          "Net Proceeds" means, with respect to: (i) the issuance or creation of
any Debt, whether private or public, of any Person, the amount equal to the
aggregate amount received in cash in connection with such issuance or creation
less all reasonable fees (including, without limitation, reasonable legal fees),
commissions and other out-of-pocket expenses incurred or paid for by such Person
in connection with such creation or issuance, (ii) with respect to the issuance
by any Person of any shares, options, warrants or securities convertible into
shares or other securities or of any capital contributions by any Person in such
Person, an amount equal to the aggregate amount received in cash in connection
with such issuance or contribution, and (iii) with respect to asset dispositions
by any Person, an amount equal to the amount received in cash (including any
cash received by way of deferred payment pursuant to a note receivable or other
non-cash consideration but only as and when such cash is received) in connection
with any such disposition less all reasonable fees incurred or paid for by the
Person in connection with the disposition and all sales, goods and services,
value-added or similar taxes incurred in connection with the disposition.

          "Network Development Business" means the design, engineering,
construction and management of fibre optic telecommunication network routes in
exchange for exclusive long-term irrevocable rights of use from right-of-way
owners.

          "Non-Consenting Lender" has the meaning specified in Section 2.10(3).

          "Non-Consenting Lender's Commitment" has the meaning specified in
Section 2.10(3).

          "Non-Recourse Subsidiary" means AOC Canada Ltd., AOC Brown & Root
Canada Ltd., 1341996 Ontario Inc., 1357248 Ontario Inc. and their respective
successors and assigns.

          "Operating Commitments" means, collectively, the Canadian Operating
Commitment and the U.S. Operating Commitment and, in the singular, any one of
them.

          "Operating Facilities" means, collectively, the Canadian Operating
Facility and the U.S. Operating Facility and, in the singular, any one of them.

          "Original Currency" has the meaning specified in Section 11.12(1).
<PAGE>

                                      -19-

          "Other Currency" has the meaning specified in Section 11.12(1).

          "Owned Properties" means, collectively, (i) the land and premises
owned by a Borrower or any Restricted Subsidiary on the date of this Agreement
which are listed on Schedule 7.01(i), and (ii) after the date of this Agreement
those lands and premises notified to the Administrative Agent pursuant to
Section 8.01(c), but shall exclude (ii) lands and premises sold or otherwise
disposed of as permitted in this Agreement as and from the date of such sale or
distribution.

          "Parsons" means Parsons Electric Holdings, Inc., a Delaware
corporation.

          "Participant" has the meaning specified in Section 11.08(3).

          "Permitted Acquisition" shall mean an Acquisition in respect of which
the consent of the Supermajority Lenders or all of the Lenders, as the case may
be, has been obtained in accordance with Section 8.02(j).

          "Permitted Liens" means, in respect of any Person, any one or more of
the following:

(a)       Liens for taxes, assessments or governmental charges or levies which
are not delinquent or the validity of which is being contested at the time by
the Person in good faith by proper legal proceedings if, in the Majority
Lenders' opinion, adequate provision has been made for their payment;

(b)       inchoate or statutory Liens of contractors, subcontractors, mechanics,
workers, suppliers, materialmen, carriers and others in respect of construction,
maintenance, repair or operation of assets of the Person, provided that such
Liens are related to obligations and in respect of which adequate holdbacks are
being maintained as required by applicable law or such Liens are being contested
in good faith by appropriate proceedings and in respect of which there has been
set aside a reserve (segregated to the extent required by GAAP) in an adequate
amount and provided further that such Liens do not materially interfere with the
use of such assets in the operation of the business of the Person;

(c)       easements, rights-of-way, servitudes, restrictions and similar rights
in real property comprised in the assets of the Person or interests therein
granted or reserved to other Persons, provided that such rights do not
materially interfere with the use of such real property in the operation of the
business of the Person;

(d)       title defects or irregularities which are of a minor nature and which
do not materially interfere with the use of the assets subject thereto in the
operation of the business of the Person;
<PAGE>

                                      -20-

(e)       Liens securing appeal bonds and other similar Liens arising in
connection with court proceedings (including, without limitation, surety bonds,
security for costs of litigation where required by law and letters of credit) or
any other instruments serving a similar purpose;

(f)       attachments, judgments and other similar Liens arising in connection
with court proceedings; provided, however, that the Liens are in existence for
less than 10 days after their creation or the execution or other enforcement of
the Liens is effectively stayed or the claims so secured are being actively
contested in good faith and by proper legal proceedings;

(g)       the reservations, limitations, provisos and conditions, if any,
expressed in any original grant from the Crown of any real property or any
interest therein or in any comparable grant in jurisdictions other than Canada,
provided they do not materially interfere with the use of such real property in
the operation of the business of the Person;

(h)       Liens given to a public utility or any municipality or governmental or
other public authority when required by such utility or other authority in
connection with the operation of the business or the ownership of the assets of
the Person, provided that such Liens do not materially interfere with the use of
such assets in the operation of the business of the Person;

(i)       servicing agreements, development agreements, site plan agreements,
and other agreements with Governmental Entities pertaining to the use or
development of any of the assets of the Person, provided same are complied with
and do not materially interfere with the use of the assets subject thereto in
the operation of the business of the Person including, without limitation, any
obligations to deliver letters of credit and other security as required;

(j)       the right reserved to or vested in any Governmental Entity by any
statutory provision or by the terms of any lease, licence, franchise, grant or
permit of the Person, to terminate any such lease, licence, franchise, grant or
permit, or to require annual or other payments as a condition to the continuance
thereof;

(k)       Liens in favour of the Administrative Agent and the Lenders created by
the Security Documents;

(l)       Purchase Money Mortgages permitted under Section 8.02(a); and

(m)       Liens disclosed in Schedule 8.02(b) but only to the extent such Liens
conform to their description in Schedule 8.02(b), and includes any extension or
renewal thereof provided the amount so secured does not exceed the original
amount secured immediately prior to the extension, renewal or refinancing and
the scope of security creating the Lien is not extended.
<PAGE>

                                      -21-

          "Person" means a natural person, partnership, corporation, joint stock
company, trust, unincorporated association, joint venture or other entity or
Governmental Entity, and pronouns have a similarly extended meaning.

          "Plan" means an employee benefit plan (other than a Multi-employer
Plan) maintained by a Borrower or any of its Subsidiaries or any ERISA Affiliate
and covered by Title IV of ERISA, Section 302 of ERISA or Section 412 of the
Code.

          "Preferred Bracknell Shares" means the Series C redeemable,
convertible preferred shares in the capital of Bracknell issued to WorldCom,
Inc. or any Affiliate thereof, pursuant to the WorldCom Commitment Agreement.

          "Priority Accounts Payable" means, at any time, the aggregate amount
of accounts payable due and owing by the Borrowers and the Restricted
Subsidiaries to Subcontractors which rank or are capable of ranking in priority
to the Security pursuant to applicable law including, without limitation, any
statutory Lien or trust.

          "Purchase Money Mortgage" means any security interest charging
personal property acquired by a Borrower or a Restricted Subsidiary, which is
granted or assumed by a Borrower or a Restricted Subsidiary or which arises by
operation of law in favour of the transferor concurrently with and for the
purpose of the acquisition of such property, in each case where (i) the
principal amount secured by the security interest is not in excess of the lesser
of (y) the purchase price (after any post-closing adjustment), or (z) the fair
market value, of the property acquired; and (ii) such security interest extends
only to the property acquired and the proceeds thereof, including any extension,
renewal or refinancing thereof provided the same conditions are satisfied.

          "Reference Discount Rate" means, in respect of any Bankers'
Acceptances or Drafts to be purchased by a Domestic Lender or any other Person
pursuant to Article 4 by (i) a Schedule I Canadian bank, the average rate for
Canadian Dollar Bankers' Acceptances having a term comparable to such Bankers'
Acceptances and Drafts that appears on the Reuters Screen CDOR Page (or such
other page as is a replacement page for such Bankers' Acceptances) at 10:00 a.m.
(Toronto time); or (ii) by any other Domestic Lender or other Person, the
arithmetic average of the discount rates (calculated on an annual basis and
rounded to the nearest fifth decimal place with .000005 being rounded up) quoted
by each Reference Lender at 10:00 am. (Toronto time) as the discount rate at
which the Reference Lender would purchase on the relevant Drawing Date, its own
Bankers' Acceptances or Drafts having an aggregate Face Amount equal to and with
a term to maturity the same as the Bankers' Acceptances or Drafts to be acquired
by the Lenders or such other Person on the Drawing Date. If such rate is not
available as of such time, then the discount rate in respect of such Bankers'
Acceptances and Drafts shall mean the discount rate quoted by the Administrative
Agent for the
<PAGE>

                                      -22-

purchase, on the relevant Drawing Date, of its own Bankers' Acceptances or
Drafts having an aggregate Face Amount equal to and with a term to maturity the
same as the Bankers' Acceptances or Drafts to be acquired by such Lender or
other Person on such Drawing Date.

          "Reference Lenders" means, at any time, the Schedule II Canadian
bank(s) parties hereto or any one of them.

          "Related Party" means, in respect of any Borrower or Restricted
Subsidiary (i) a Person which alone or in combination with others holds a
sufficient number of securities or has contractual rights sufficient to affect
materially the control of the Borrower or Restricted Subsidiary, (ii) a Person
in respect of which a Person referred to in clause (i) alone or in combination
with others holds a sufficient number of securities or has contractual rights
sufficient to affect materially its control, (iii) a Person in respect of which
the Borrower or Restricted Subsidiary alone or in combination with others holds
a sufficient number of securities or has contractual rights sufficient to affect
materially its control, (iv) a Person who beneficially owns, directly or
indirectly, voting securities of the Borrower or Restricted Subsidiary who
exercises control or direction over voting securities of the Borrower or
Restricted Subsidiary or a combination of both carrying more than 10% of the
voting rights attached to all voting securities of the Borrower or Restricted
Subsidiary for the time being outstanding, (v) a director or senior officer of
the Borrower, Restricted Subsidiary or related party of the Borrower or
Restricted Subsidiary, or (vi) an Affiliate of any of the foregoing.

          "Release" means any releasing, disposing, discharging, injecting,
spilling, leaking, leaching, pumping, dumping, emitting, escaping, emptying,
seeping, dispersal, migration, transporting, placing and the like, including
without limitation, the moving of any materials through, into or upon, any land,
soil, surface water, ground water or air, or otherwise entering into the
environment.

          "Relevant Repayment Date" means, in respect of the repayment of all
Accommodations made under (i) the Canadian Operating Facility and the Canadian
Swingline Facility the date which is 364 days after the date hereof (unless
otherwise extended pursuant to Section 2.10 in which case it will be, with
respect to any Consenting Lender or Acquiring Lender, the date to which they are
extended), (ii) the U.S. Operating Facility and the U.S. Alternate Operating
Facility, the date which is 364 days after the date hereof (unless otherwise
extended pursuant to Section 2.10 in which case it will be, with respect to any
Consenting Lender or Acquiring Lender, the date to which it is extended), and
(iii) the Canadian Term Facility and the Canadian Acquisition Facility, October
31, 2004.

          "Remedial Action" means all actions required to (i) clean up, remove,
treat or in any other way remediate any Hazardous Substance; (ii) prevent the
Release of Hazardous Substances so that they do not migrate or endanger or
<PAGE>

                                      -23-

threaten to endanger public health or welfare or the environment; or (iii)
perform studies, monitoring, testing, investigations and care related to any
such Hazardous Substances.

          "Restricted Subsidiaries" means the subsidiaries listed in Schedule
7.01(p) under the heading "Restricted Subsidiaries" and any other Subsidiary
acquired pursuant to, or incorporated for the purposes of, a Permitted
Acquisition which shall from time to time become guarantors of all of the
obligations of a Borrower under this Agreement and the other Credit Documents
and which have delivered to the Administrative Agent a guarantee and security
over all of their property and assets together with an opinion of counsel, all
in form and substance satisfactory to the Administrative Agent.

          "Security" means, at any time, the encumbrances in favour of the
Administrative Agent or the Lenders, or both, in the assets and properties of
the Borrowers and the Restricted Subsidiaries securing their obligations under
this Agreement and the other Credit Documents.

          "Security Documents" means the agreements described in Schedule 8 and
any other security granted to the Administrative Agent or the Lenders, or both,
as security for the obligations of the Borrowers and the Restricted Subsidiaries
under this Agreement and the other Credit Documents.

          "Senior Subordinated Bridge Commitment Letter" means that certain
commitment letter dated as of February 28, 2000, as amended, between Bracknell,
as borrower, and TD Securities (USA) Inc., as lender pursuant to which senior
subordinated credit facilities are to be made available to Bracknell.

          "Senior Net Debt" means, at any time, the sum of (i) Debt to the
Lenders incurred pursuant to this Agreement minus (ii) the cash or Cash
Equivalents set forth on the consolidated balance sheet of the Borrowers and the
Restricted Subsidiaries determined in accordance with GAAP plus (iii) any such
cash or Cash Equivalents which are subject to a priority Lien.

          "State" means The State Group Limited, a corporation incorporated
under the laws of Ontario.

          "Subcontractors" has the meaning specified in Section 8.01(s).

          "Subject Properties" means collectively, the Owned Properties and the
Leased Properties.

          "Subordinated Debt" means the principal amount outstanding at any time
of Debt payable by a Borrower or Restricted Subsidiary which (i) is unsecured,
(ii) has covenants and events of default provisions which are not less
favourable to
<PAGE>

                                      -24-

the Borrower or Restricted Subsidiary than the covenants and events of default
provisions in this Agreement, (iii) has no required redemption provisions and
matures after the latest Relevant Repayment Date, and (iv) is otherwise
subordinate and junior in right of payment to the payment of the Accommodations
Outstanding and other amounts payable under this Agreement on terms and
conditions satisfactory to the Majority Lenders.

          "subsidiary" has the meaning specified in the Business Corporations
Act (Ontario) on the date of this Agreement.

          "Subsidiaries" means the subsidiaries of Bracknell including, without
limitation, those identified as such in Schedule 7.01(p).

          "Sunbelt Notes" means the interest bearing promissory notes in the
aggregate principal amount of U.S.$21,008,000 (subject to an increase in the
principal amount thereof if paid in shares of Bracknell) made by Parsons and
guaranteed by Bracknell to and in favour of certain selling shareholders in
connection with the acquisition by Parsons of all of the issued and outstanding
shares of Sunbelt Integrated Trade Services, Inc., Quality Mechanical
Contractors, Inc., Inglett & Stubbs, Inc., Schmidt Electric Company, Inc.,
Crouch Industries LLC and Pneu Temp, Inc.

          "Supermajority Lenders" means (i) at all times after the occurrence of
an Event of Default and during its continuance, Lenders who, taken together, are
beneficially entitled to at least 75% of the aggregate Accommodations
Outstanding, and (ii) at all other times, Lenders whose Commitments, taken
together, are at least 75% of the aggregate amount of the Commitments.

          "Swingline Advances" means Advances made by the Swingline Lender or
the U.S. Alternate Operating Lender under Article 3.

          "Swingline Lender" means Royal Bank of Canada and its successors.

          "Total Debt" means, at any time, the aggregate of all Debt of the
Borrowers and the Restricted Subsidiaries and the Borrowers' Mark-to-Market
Exposure.

          "Total Net Debt" means, at any time, the sum of (i) Total Debt, minus
(ii) the cash or Cash Equivalents set forth on the consolidated balance sheet of
the Borrowers and the Restricted Subsidiaries determined in accordance with GAAP
plus (iii) any such cash or Cash Equivalents which are subject to a priority
Lien.

          "U.S. Alternate Operating Facility" means the revolving operating
credit facility to be made available, as a sub-facility of the U.S. Operating
Facility, to Nationwide by the U.S. Alternate Operating Lender under this
Agreement for the purposes set out in Section 2.03.
<PAGE>

                                     -25-

          "U.S. Alternate Operating Lender" means Bank One.

          "U.S. Base Rate" means, at any time, the rate of interest per
annum equal to the greater of (i) the rate which the principal office of the
Administrative Agent in Toronto, Ontario announces from time to time as the
reference rate of interest for loans in U.S. Dollars to its Canadian borrowers,
and (ii) the Federal Funds Rate (converted to a 365 day rate) plus 0.50 of 1%,
adjusted automatically with each change in such rates all without the necessity
of any notice to a Borrower or any other Person.

          "U.S. Base Rate Advance" has the meaning specified in the definition
of Advance.

          "U.S. Dollars" and "U.S. $" each means lawful money of the United
States of America.

          "U.S. Dollar Advance" has the meaning specified in the definition of
Advance.

          "U.S. Mandatory Borrowing" has the meaning specified in Section
3.01(10).

          "U.S. Operating Commitment" has the meaning specified in the
definition of Commitment.

          "U.S. Operating Facility" means the U.S. Dollar revolving operating
credit facility to be made available to Nationwide by certain Foreign Lenders
under this Agreement for the purposes set out in Section 2.03, which shall
include the U.S. Alternate Operating Facility to be made available by the U.S.
Alternate Operating Lender.

          "U.S. Prime Rate" means, at any time, the rate of interest per annum
equal to the greater of (i) the rate which the principal office of the
Administrative Agent in New York, New York announces from time to time as the
reference rate of interest for commercial loans in U.S. Dollars to its U.S.
borrowers, and (ii) the Federal Funds Rate plus 0.50 of 1%, adjusted
automatically with each change in such rates all without the necessity of any
notice to a Borrower or any other Person.

          "U.S. Prime Rate Advance" has the meaning specified in the definition
of Advance.

          "Withdrawal Liability" means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from the Multiemployer Plan, as such
terms are defined in Part 1 of Subtitle E of Title IV of ERISA.
<PAGE>

                                      -26-

          "WorldCom Commitment Agreement" means the amended and restated
commitment agreement dated December [20], 2000 between Bracknell and WorldCom,
Inc.

          "WorldCom Investment" means the agreement to purchase 8,000 Preferred
Bracknell Shares for an aggregate purchase price of U.S.$40,000,000 by WorldCom,
Inc. or any Affiliate thereof pursuant to the WorldCom Commitment Agreement.

          Section 1.02.  Gender and Number.

          Any reference in the Credit Documents to gender includes all genders,
and words importing the singular number only include the plural and vice versa.

          Section 1.03.  Interpretation not Affected by Headings, etc.

          The provision of a Table of Contents, the division of this Agreement
into Articles and Sections and the insertion of headings are for convenience of
reference only and shall not affect the interpretation of this Agreement.

          Section 1.04.  Currency.

          All references in the Credit Documents to dollars, unless otherwise
specifically indicated, are expressed in U.S. currency.

          Section 1.05.  Certain Phrases, etc.

          In any Credit Document (i) (y) the words "including" and "includes"
mean "including (or includes) without limitation" and (z) the phrase "the
aggregate of", "the total of", "the sum of", or a phrase of similar meaning
means "the aggregate (or total or sum), without duplication, of", and (ii) in
the computation of periods of time from a specified date to a later specified
date, unless otherwise expressly stated, the words "from" means "from and
including" and the words "to" and "until" each mean "to but excluding".

          Section 1.06.  Accounting Terms.

          All accounting terms not specifically defined in this Agreement shall
be interpreted in accordance with GAAP.

          Section 1.07.  Calculations on a Pro Forma Basis.

          If a Borrower or any Restricted Subsidiary has made an Acquisition
during a period relevant to the determination of Consolidated EBITDA then: (i)
Consolidated EBITDA shall be calculated on a pro forma basis as if such
Acquisition had taken place on the first day of the period; (ii) any
indebtedness of any description incurred or assumed by a Borrower or any
Restricted Subsidiary in connection with the Acquisition, or any indebtedness of
any Person acquired, shall
<PAGE>

                                      -27-

be deemed to have been so incurred, assumed or acquired on the first day of the
period; and (iii) interest shall be deemed to have accrued on the amount of
indebtedness at the rate applicable to Canadian Prime Rate Advances or U.S.
Prime Rate Advance, as the case may be.

          Section 1.08.  Rateable Portion of Accommodations.

          References in this Agreement to a Lender's rateable portion of
Advances, Drawings, Drafts, Bankers' Acceptances and Documentary Credits or
rateable share of payments of principal, interest, Fees or any other amount,
shall mean and refer to a rateable portion or share as nearly as may be rateable
in the circumstances, as determined in good faith by the Administrative Agent.
Each such determination by the Administrative Agent shall be prima facie
evidence of such rateable share.

          Section 1.09.  Incorporation of Schedules.

          The schedules attached to this Agreement shall, for all purpose of
this Agreement, form an integral part of it.

          Section 1.10.  Conflict.

          The provisions of this Agreement prevail in the event of any conflict
or inconsistency between its provisions and the provisions of any of the other
Credit Documents.

          Section 1.11.  Actions on Days Other Than Business Days

          Except as otherwise specifically provided herein, where any payment is
required to be made or any other action is required to be taken on a particular
day and such day is not a Business Day and, as a result, such payment cannot be
made or action cannot be taken on such day, then this Agreement shall be deemed
to provide that such payment shall be made or such action shall be taken on the
first Business Day after such day; provided that if such deferral would cause
such payment to be made or such action to be taken in the following calendar
month, such payment shall be made or such action shall be taken on the next
preceding Business Day and interest and fees shall be calculated accordingly. If
the payment of any amount is deferred for any period under this section, then
such period shall, unless otherwise provided herein, be included for purposes of
the computation of any interest or fees payable hereunder.

          Section 1.12.  Separate Accommodations.

          (1)  With respect to the Canadian Operating Facility, the obligations
of Bracknell and State hereunder shall be joint and several. The obligations of
the Borrowers under all other Credit Facilities shall be several and not joint
and several. Whenever this Agreement makes reference to payment, obligations,
rights
<PAGE>

                                      -28-

or duties of any one or more of the Borrowers or the Lenders without specific
identification or tracing, such reference shall be interpreted, consistent with
Section 2.01 hereof, so as to give effect to the parties' agreements herein that
the U.S. Operating Facility shall be treated as separate from the Canadian Term
Facility, the Canadian Acquisition Facility, the Canadian Operating Facility and
the Canadian Swingline Facility subject to cross-collateralization pursuant to
the Security Documents. Without limiting the foregoing, any payments made by
Nationwide hereunder shall be applied for the benefit of the Foreign Lenders, as
their respective interests in the U.S. Operating Facility may appear, and any
payments made by Bracknell or State hereunder shall be applied for the benefit
of the Domestic Lenders, as their respective interests in the Canadian
Facilities may appear.

          (2)  The foregoing provisions of this Section 1.12 shall not apply at
any time after a declaration pursuant to Section 9.01 that all Accommodations
Outstanding are due and payable. At such time the Lenders may acquire
Commitments and Accommodations Outstanding of other Lenders irrespective of
their status as Domestic Lenders or Foreign Lenders.

                      ----------------------------------
<PAGE>

                                      -29-

                                   ARTICLE 2

                               CREDIT FACILITIES

          Section 2.01.  Availability.

          (1)  Subject to the provisions of this Agreement, each Lender
severally agrees, on the terms and conditions of this Agreement, to make
Accommodations to the Borrowers rateably in accordance with each such Lender's
Commitment. Accommodations shall be made available as (i) Advances pursuant to
Article 3, (ii) Bankers' Acceptances pursuant to Article 4 under the Canadian
Operating Facility, the Canadian Acquisition Facility and the Canadian Term
Facility, and (iii) in the case of the Issuing Lenders only and pursuant to the
Operating Facilities only, Documentary Credits pursuant to Article 5.

          (2)  The Swingline Lender agrees, on the terms and conditions of this
Agreement, to make Accommodations available to Bracknell and State in accordance
with its Canadian Swingline Commitment at any time after execution and delivery
by Bracknell and State of the Swingline Lender's usual and customary
documentation, if any, for the provision of cash management services.
Accommodations will be made available as Advances pursuant to Article 3.

          (3)  The U.S. Alternate Operating Lender agrees on the terms and
conditions of this Agreement, to make Accommodations available to Nationwide in
accordance with the U.S. Alternate Operating Lender's U.S. Alternate Operating
Commitment at any time after execution and delivery by Nationwide of the U.S.
Alternate Operating Lender's usual and customary documentation, if any, for the
provision of cash management services. Accommodations will be made available as
Advances pursuant to Article 3.

          (4)  No Accommodations are available under the Canadian Acquisition
Facility as at the date hereof, except in connection with a conversion from one
Type of Accommodation or Advance to another Type of Accommodation or Advance.

          (5)  No Accommodations are available under the Canadian Term Facility
as at the date hereof, except in connection with a conversion from one Type of
Accommodation or Advance to another Type of Accommodation or Advance.

          (6)  Accommodations under (i) the Canadian Term Facility and the
Canadian Acquisition Facility shall be made available to Bracknell by Domestic
Lenders only, (ii) the Canadian Operating Facility shall be made available to
Bracknell and State by Domestic Lenders only, (iii) the U.S. Operating Facility
shall be made available to Nationwide only by Foreign Lenders only; and (iv) the
<PAGE>

                                      -30-

U.S. Alternate Operating Facility shall be made available to Nationwide by the
U.S. Alternate Operating Lender only.

          (7)  The Administrative Agent shall give each Lender prompt notice of
any (i) Accommodation Notice received from a Borrower and of each Lender's
rateable portion of any Accommodation, and (ii) other notice received by it from
any Borrower under the Agreement.

          Section 2.02.  Commitments and Facility Limits.

          (1)  The Accommodations Outstanding to all Lenders under (i) the
Canadian Operating Facility shall not at any time exceed the Canadian Operating
Commitment, (ii) the U.S. Operating Facility shall not at any time exceed the
U.S. Operating Commitment, (iii) the Canadian Acquisition Facility shall not at
any time exceed the Canadian Acquisition Commitment, and (iv) the Canadian Term
Facility shall not at any time exceed the Canadian Term Commitment. The
Accommodations Outstanding to each Lender under (v) the Canadian Operating
Facility shall not at any time exceed the Lender's Canadian Operating
Commitment, (vi) the Canadian Term Facility shall not at any time exceed the
Lender's Canadian Term Commitment, (vii) the Canadian Acquisition Facility shall
not at any time exceed the Lender's Canadian Acquisition Commitment, (viii) the
U.S. Operating Facility shall not at any time exceed the Lender's U.S. Operating
Commitment, and (ix) the U.S. Alternate Operating Facility shall not at any time
exceed the Lender's U.S. Alternate Operating Commitment. The Accommodations
Outstanding to the Swingline Lender under the Canadian Swingline Facility shall
not at any time exceed the Canadian Swingline Commitment.

          (2)  The Operating Facilities shall revolve and no payment under the
Operating Facilities shall reduce the Operating Commitments or any Lender's
Operating Commitment. The Canadian Swingline Facility shall revolve and no
payment under the Canadian Swingline Facility shall reduce the Canadian
Swingline Commitment or the Lender's Swingline Commitment. The Canadian Term
Facility and the Canadian Acquisition Facility shall not revolve and any amount
repaid or prepaid, as the case may be, under the Canadian Term Facility or the
Canadian Acquisition Facility cannot be reborrowed and reduces the relevant
Commitment (and each Lender's Commitment, rateably) by the amount repaid or
prepaid, as the case may be.

          (3)  A conversion from one Type of Accommodation or Advance to another
Type of Accommodation or Advance shall not constitute a repayment or prepayment.

          Section 2.03.  Use of Proceeds and Limitations on Accommodations.

          (1)  State and Bracknell shall use the proceeds of Accommodations
under the Canadian Operating Facility and the Canadian Swingline Facility for
<PAGE>

                                      -31-

their general corporate purposes only and not for Acquisitions or for the
purpose of prepaying amounts under Section 11.07(6).

          (2)  Subject as provided in the next following sentence, Nationwide
shall use the proceeds of Accommodations under the U.S. Operating Facility, for
its general corporate purposes and not for Acquisitions or for the purpose of
prepaying amounts under Section 11.07(6). Proceeds of Accommodations under the
U.S. Operating Facility (excluding Accommodations under the U.S. Alternate
Operating Facility) used for the Network Development Business shall not exceed
U.S. $20,000,000 in the aggregate at any one time.

          (3)  Bracknell has used the proceeds of Accommodations under the
Canadian Term Facility for the purpose specified in the Amended and Restated
Credit Agreement.

          (4)  Bracknell has used the proceeds of Accommodations under the
Canadian Acquisition Facility for the purpose specified in the Amended and
Restated Credit Agreement.

          (5)  Nationwide shall use the proceeds of Accommodations under the
U.S. Alternate Operating Facility for its general corporate purposes and not for
Acquisitions or for the purpose of prepaying amounts under Section 11.07(6).

          Section 2.04.  Mandatory Repayments and Reductions of Commitments.

          (1)  The Borrowers shall repay (subject to Section 9.01) and there
shall become due and payable on the Relevant Repayment Date, the Accommodations
Outstanding under the Canadian Operating Facility, together with all accrued
interest and Fees and all other amounts payable in connection therewith.

          (2)  Bracknell shall repay (subject to Section 9.01) and there shall
become due and payable the Accommodations Outstanding under the Canadian Term
Facility and the Canadian Acquisition Facility rateably in quarterly
installments in the following amounts (expressed as a percentage of the Canadian
Term Commitment and the Canadian Acquisition Commitment at the close of business
on April 30, 2000) on the last day of each of the following Financial Quarters
at the rate of (i) 5% commencing April 30, 2001 and ending with the Financial
Quarter ending October 31, 2003: (i) 10% commencing with the Financial Quarter
ending January 31, 2004 and ending with the Financial Quarter ending July 31,
2004; and (iii) 15% for the Financial Quarter ending October 31, 2004 provided
that all Accommodations Outstanding shall have been paid in full on October 31,
2004.

          (3)  Nationwide shall repay (subject to Section 9.01) and there shall
become due and payable on the Relevant Repayment Date, the Accommodations
<PAGE>

                                      -32-

Outstanding under the U.S. Operating Facility, together with all accrued
interest and Fees and all other amounts payable in connection with the U.S.
Operating Facility.

          (4)  Subject to the last sentence of this Section 2.04(4), if a
Borrower or a Restricted Subsidiary issues any shares, options, warrants or
securities convertible into shares or other securities, receives a capital
contribution from any Person, or incurs any Subordinated Debt, an amount equal
to 100% of the Net Proceeds shall be paid (i) firstly, to repay amounts
outstanding under the Sunbelt Notes; (ii) secondly, to repay amounts outstanding
under, and permanently cancel, the Bracknell Limited Partnership Facility; (iii)
thirdly, to the Administrative Agent, for the account of the Lenders to be
applied pro rata to the prepayment of Accommodations Outstanding under the
Canadian Term Facility and the Canadian Acquisition Facility (and the relevant
Canadian Term Commitment and Canadian Acquisition Commitment shall be reduced by
such amount); and (iv) fourthly, to the Administrative Agent for the account of
the Lenders to be applied to the prepayments of Accommodations Outstanding under
the Operating Facilities, in each case in accordance with Section 2.09 hereof.
Such payment shall be made within 5 Business Days of receipt of the Net
Proceeds. At any time that a Borrower or a Restricted Subsidiary incurs any
Subordinated Debt, a leverage ratio acceptable to the Lenders and the Borrowers
shall be established and this Agreement shall be amended accordingly. No payment
of Net Proceeds shall be required to be paid pursuant to this subsection if: (i)
the Net Proceeds arise from the WorldCom Investment, or (ii) such payment is
specifically waived by the requisite Lenders as part of their approval of a
Permitted Acquisition or if the Net Proceeds have been received by a Restricted
Subsidiary or a Borrower (other than Bracknell) as a result of (x) the issuance
of securities to another Restricted Subsidiary or to a Borrower, (y) a capital
contribution by a Restricted Subsidiary or a Borrower, or (z) the incurrence of
Subordinated Debt owing to a Borrower or a Restricted Subsidiary by another
Borrower or Restricted Subsidiary.

          (5)  Subject to the last sentence of this Section 2.04(5), if a
Borrower or a Restricted Subsidiary makes a disposition of assets as permitted
in Section 8.02(d)(vi) and the Net Proceeds thereof are not used for Permitted
Acquisitions within the time period set forth therein, an amount equal to (i)
50% of all Net Proceeds not so used which exceed $1,000,000 but which are less
than or equal to $10,000,000 in the aggregate in any Financial Year, and (ii)
100% of Net Proceeds not so used which exceed $10,000,000 in the aggregate in
any Financial Year, shall be paid to the Administrative Agent, for the account
of the Lenders and shall be applied rateably to the prepayment of Accommodations
Outstanding under the Canadian Term Facility and the Canadian Acquisition
Facility (and the relevant Canadian Term Commitment and Canadian Acquisition
Commitment shall be reduced by such amount), in each case in accordance with
Section 2.09 hereof. Such payment shall be made on the first Business Day
following the expiry of the three month period. No payment of Net Proceeds shall
be required to be made pursuant
<PAGE>

                                      -33-

to this subsection if such payment is specifically waived by the requisite
Lenders as part of their approval of a Permitted Acquisition or if the assets
have been sold or otherwise disposed of to a Borrower or a Restricted
Subsidiary.

          (6)  If a Borrower or a Restricted Subsidiary makes a disposition of
assets as permitted in Section 8.02(d)(v), 100% of the Net Proceeds thereof
shall be paid to the Administrative Agent, for the account of the Lenders and
shall be applied rateably to the prepayment of Accommodations Outstanding under
the Canadian Term Facility and the Canadian Acquisition Facility (and the
relevant Canadian Term Commitment and Canadian Acquisition Commitment shall be
reduced by such amount), in each case in accordance with Section 2.09 hereof.
Such payment of Net Proceeds shall be made within five Business Days of the
receipt of such Net Proceeds.

          (7)  If, on any day, the Accommodations Outstanding under a Credit
Facility exceed 105% of the Commitments thereunder due to exchange rate
fluctuations, the Borrowers shall on the third Business Day following such day
(i) repay Floating Rate Advances outstanding under such Credit Facility; or (ii)
pay an amount to the Administrative Agent and irrevocably authorize and direct
the Administrative Agent to apply such payment to Libor Rate Advances or as
payment in respect of the Borrower's reimbursement obligation in respect of
Drawings, on the next maturity date for a Libor Rate Advance or Drawing, as the
case may be, such that the Accommodations Outstanding under such Credit
Facility, after giving effect thereto, do not exceed the Commitment thereunder.

          Section 2.05.  Optional Prepayments and Reductions of Commitments.

          (1)  Subject to the next following sentence and to the provisions of
this Agreement, if a Borrower has, upon the number of Business Days' notice to
the Administrative Agent specified in Schedule 5, delivered a notice to the
Administrative Agent stating the proposed date and aggregate principal amount of
any prepayment of Accommodations Outstanding or reduction of the Lenders'
Commitment, it shall, on that date, pay to the Lenders the amount of the
prepayment and the amount, if any, by which the Accommodations Outstanding under
the Credit Facility exceed the proposed reduced Commitment. The Borrowers shall
not be permitted to prepay all Accommodations outstanding under the Credit
Facility so long as there is any amount owing under the Bracknell Limited
Partnership Facility. No prepayment of an Operating Facility shall reduce the
Operating Commitment related thereto unless the relevant Borrower has also
requested a reduction of such Operating Commitment. Each partial prepayment and
reduction shall be in an aggregate minimum principal amount of U.S. $1,000,000
and U.S. $500,000 integral multiples thereof and the Lenders' Commitment, to the
extent so requested, shall be so reduced on such date. The Borrower shall
prepay (i) a Libor Rate Advance only on the last day of the Libor
<PAGE>

                                      -34-

Interest Period applicable to it, and (ii) the amount of any Drawing only on the
maturity date for the relevant BA Instrument.

          (2)  Subject to the next sentence, if the Credit Facilities are
prepaid from the proceeds of Commercial Debt, the Borrowers shall pay to the
Lenders a fee equal to (i) one (1%) percent of the amount so prepaid if such
prepayment occurs on or prior to October 31, 2001, (ii) three quarters of one
(.75%) percent of the amount so prepaid if such prepayment occurs after October
31, 2001 but on or prior to October 31, 2003, or (iii) one half of one (.50%)
percent of the amount so prepaid if such prepayment occurs after October 31,
2003 but on or prior to October 31, 2004. The fee required to be paid pursuant
to this Section 2.05(2) may be waived or decreased by the Majority Lenders.

          Section 2.06.  Changes to Applicable Margins and Applicable Facility
Fee.

          (1)  The changes in the margins and fees contemplated in the
definitions of Applicable Margin and Applicable Facility Fee shall be effective
as of the first day of the Financial Quarter in which the Compliance Certificate
contemplated under Section 8.01 is required to be delivered. With respect to any
payment of interest or fees which is required to be made between the first day
of any Financial Quarter and the date on which the Compliance Certificate is
delivered (the "Stub Period"), the Applicable Margin or Applicable Facility Fee,
as the case may be, used to calculate the amount of such payment shall be the
Applicable Margin or Applicable Facility Fee, as the case may be, for the
previous Financial Quarter. Upon receipt of each Compliance Certificate, the
Administrative Agent shall immediately determine the amount of any overpayment
or underpayment of interest or fees during the immediately preceding Stub Period
and notify Bracknell and the Lenders of the amount. The determination by the
Administrative Agent shall constitute, in the absence of manifest error,
conclusive evidence of the amount of the overpayment or underpayment, as the
case may be. In the event of an underpayment, the Borrowers shall, upon receipt
of the notice, pay to the Lenders, in accordance with Section 2.08, the amount
of the underpayment. In the event of an overpayment, the amount of the
overpayment shall be credited and applied to succeeding payments of interest and
fees as they become due until the amount has been fully applied.

          (2)  If at the time of a change in the Applicable Margin applicable to
a Drawing pursuant to the preceding subsection there exist any outstanding
Drawings under the Credit Facilities, then (i) in the case of an increase in
such Applicable Margin, the relevant Borrower shall pay to the Administrative
Agent (for the rateable account of the relevant Lenders); or (ii) in the case of
a decrease in such Applicable Margin, the relevant Lenders (rateably) shall
credit the Borrowers, in each case, an amount in respect of each such Drawing
equal to the product obtained by multiplying (A) the product obtained by
multiplying (w) the difference between the
<PAGE>

                                      -35-

Applicable Margin in effect prior to such change and the Applicable Margin in
effect immediately after such change, by (x) the aggregate Face Amount of such
Drawing, by (B) the quotient obtained by dividing (y) the number of days to
maturity remaining in respect of such Drawing, by (z) 365 days. Any payment or
credit as a result of a change in the Applicable Margin shall be made, in
respect of Drawings, on the maturity date thereof in accordance with Article 4.

          (3)  Upon the occurrence and during the continuance of a Default or
Event of Default, each of the Applicable Margins and the Applicable Facility Fee
shall revert to the highest rates provided for in Schedule 6.

          (4)  If the Administrative Agent or any of the Lenders believes, in
good faith, that the financial condition of a Borrower or any Restricted
Subsidiary has deteriorated so as to result in the most recently delivered
Compliance Certificate being inaccurate in any material respect, then at the
request of the Administrative Agent, Bracknell shall, within 2 Business Days of
a request therefor, provide to the Administrative Agent a pro forma calculation
of the ratio of Total Net Debt to Consolidated EBITDA. The Administrative Agent
may, on the basis of the pro forma calculations, adjust the Applicable Margins
and the Applicable Commitment Fee upward in accordance with the pro forma
calculation or as otherwise agreed between Bracknell and the Administrative
Agent.

          Section 2.07.  Fees.

          (1)  The Borrowers shall pay to the Administrative Agent, on the first
day of each year during the term of the Credit Agreement, the annual agency fee
that is due and payable pursuant to the fee letter dated December 22, 2000.

          (2)  The Borrowers shall pay to the Administrative Agent for the
account of the Lenders, a facility fee at a rate equal to the Applicable
Facility Fee from time to time multiplied by the aggregate Commitments
(irrespective of Accommodations Outstanding from time to time) to be calculated
on an annual basis using a 365 day year, and payable quarterly in arrears on the
last day of each Financial Quarter.

          Section 2.08.  Payments under this Agreement.

          (1)  Unless otherwise expressly provided in this Agreement, each
Borrower shall (i) make any payment required to be made by it to the
Administrative Agent or any Lender (A) in the case of payments made by Bracknell
or State, by depositing the amount of the payment in the relevant currency to
the relevant Borrower's Account not later than 10:00 a.m. (Toronto time) on the
date the payment is due or by wire transfer of immediately available funds in
the amount of the payment in the relevant currency to the Administrative Agent,
as instructed by the Administrative Agent from time to time, not later than
10:00 a.m. (Toronto time) on the date the payment is due (B) in the case of
payments made by
<PAGE>

                                      -36-

Nationwide, by wire transfer of immediately available funds in the amount of the
payment in the relevant currency to the Administrative Agent, as instructed by
the Administrative Agent from time to time, not later than 10:00 a.m. (Toronto
time) on the date the payment is due, and (ii) provide to the Administrative
Agent, upon the number of Business Days' notice to the Administrative Agent
specified in Schedule 5, a notice of repayment which shall be irrevocable and
binding on the Borrower and shall specify (x) the date of repayment and (y) the
Credit Facility which is being repaid. The Borrower shall make each such payment
(iii) in Canadian Dollars, if the Accommodation was originally made in or has
been converted to Canadian Dollars, and (iv) in U.S. Dollars, if the
Accommodation was originally made in or has been converted to U.S. Dollars. The
Administrative Agent shall distribute to each Lender, promptly on the date of
receipt by the Administrative Agent of any payment, an amount equal to the
amount then due each Lender. If the distribution is not made on that date, the
Administrative Agent shall pay interest on the amount for each day, from the
date the amount is received by the Administrative Agent until the date of
distribution, at the prevailing interbank rate for late payments. Any amount
received by the Administrative Agent for the account of the Lenders shall be
held in trust for their benefit until a distribution.

          (2)  Unless otherwise expressly provided in this Agreement, the
Administrative Agent shall make Accommodations and other payments to the
Borrowers under this Agreement (A) in the case of Accommodations or other
payments made to Bracknell or State, by crediting the relevant Borrower's
Account (or causing the Borrower's Account to be credited) with the amount of
the payment in the relevant currency not later than 1:00 p.m. (Toronto time) on
the date the payment is to be made or by wire transfer of immediately available
funds in the amount of the payment in the relevant currency to the relevant
Borrower, as instructed by such Borrower from time to time, not later than 1:00
p.m. (Toronto time) on the date the payment is to be made and (B) in the case of
Accommodations or other payments made to Nationwide, by wire transfer of
immediately available funds in the amount of the payment in the relevant
currency to Nationwide, as instructed by Nationwide from time to time, not later
than 1:00 p.m. (Toronto time) on the date the payment is to be made.

          (3)  Each Borrower hereby authorizes each Lender, if and to the extent
payment owed to such Lender by the Borrower is not made to the Administrative
Agent when due, to charge from time to time any due amount against any or all of
the Borrowers' Accounts with the Lender.

          Section 2.09.  Application of Payments and Prepayments.

          (1)  All repayments or prepayments received by the Administrative
Agent pursuant to Sections 2.04 and 2.05 in respect of the Canadian Term
Commitment and the Canadian Acquisition Commitment shall be applied by the
<PAGE>

                                      -37-

Administrative Agent to the amounts due pursuant to Sections 2.04(2) and
2.04(3), as the case may be, in the inverse order of their maturity.

          (2)  All amounts received by the Administrative Agent from or on
behalf of any of the Borrowers and not previously applied pursuant to this
Agreement or any other Credit Document shall be applied by the Administrative
Agent as follows (i) first, in reduction of such Borrower's obligations to pay
any unpaid interest and any Fees which are due and owing, (ii) second, in
reduction of the Borrower's obligations to pay any claims or losses referred to
in Section 11.06, (iii) third, in reduction of the Borrower's obligations to pay
any amounts due and owing on account of any unpaid principal amount of Advances
which is due and owing, (iv) fourth, in reduction of the Borrower's obligations
to pay any other unpaid Accommodations Outstanding which are due and owing, (v)
fifth, in reduction of any other obligation of the Borrower under this Agreement
and the other Credit Documents, and (vi) sixth, to the Borrower or such other
Persons as may lawfully be entitled to or directed to receive the remainder.

          Section 2.10.  Extension of Operating Facilities.

          (1)  By notice in writing to the Administrative Agent given not more
than 90 days and not less than 60 days prior to the date which is 364 days after
the date of this Agreement, Bracknell may request each Domestic Lender (other
than a Domestic Lender which was a Non-Consenting Lender in respect of any
previous request under this Section 2.10) to extend the Relevant Repayment Date
of the Canadian Operating Facility (including the Canadian Swingline Facility)
for an additional period of 364 days. By notice in writing to the Administrative
Agent given not more than 90 days and not less than 60 days prior to the date
which is 364 days after the date of this Agreement, Nationwide may request each
Foreign Lender (other than a Foreign Lender which was a Non-Consenting Lender in
respect of any previous request under this Section 2.10) to extend the Relevant
Repayment Date of the U.S. Operating Facility (including the U.S. Alternate
Operating Facility) for an additional period of 364 days. The Administrative
Agent shall immediately advise each relevant Lender of the requested extension.

          (2)  Each Lender shall advise the Administrative Agent in writing as
to whether it consents to such requested extension within 21 days of receipt by
the Administrative Agent from Bracknell or Nationwide, as the case may be, of
the notice requesting such extension. If any relevant Lender does not provide
such notice within such time, such Lender shall be deemed to have refused the
extension. Not more than two Business Days following (i) the last day for
receipt by the Administrative Agent of such notices; or (ii) if all such Lenders
shall have provided such notice, the day on which the last of such notices shall
have been received by the Administrative Agent, the Administrative Agent shall
advise Bracknell or Nationwide, as the case may be, and each such Lender, with
respect to each such Lender, whether such Lender has consented to the extension
of the Relevant
<PAGE>

                                      -38-

Repayment Date requested by Bracknell or Nationwide, as the case may be,
pursuant to Section 2.10(1) or has refused, or is deemed to have refused, such
extension, and the Accommodations Outstanding of each such Lender.

          (3)  In accordance with this Section 2.10(3), each Lender consenting
to an extension of the Relevant Repayment Date in respect of its Operating
Commitment (a "Consenting Lender") may offer, at the Consenting Lender's sole
discretion, to acquire all or any portion of the Lender's Operating Commitment
and the Accommodations Outstanding under the Operating Facility, of (i) each
Domestic Lender in the case of a Consenting Lender which is a Domestic Lender,
and (ii) each Foreign Lender in the case of a Consenting Lender which is a
Foreign Lender, which has not consented to such extension (each a "Non-
Consenting Lender") by giving written notice to the Administrative Agent of the
portion of the Lender's Operating Commitment of each Non-Consenting Lender (each
a "Non-Consenting Lender's Commitment") and Accommodations Outstanding under the
Operating Facility which such Consenting Lender is prepared to acquire. Such
notice shall be given not more than seven (7) Business Days following receipt by
such Consenting Lender of the notice given by the Administrative Agent pursuant
to Section 2.10(2). If more than one Consenting Lender gives notice to the
Administrative Agent that it wishes to acquire all or a portion of the
outstanding Non-Consenting Lender's Operating Commitment and Accommodations
Outstanding under the Operating Facility, then, to the extent that the amount of
such Non-Consenting Lender's Operating Commitment and Accommodations Outstanding
under the Operating Facility which such Consenting Lenders wish to acquire
exceeds the amount of the Non-Consenting Lender's Operating Commitment and
Accommodations Outstanding under the Operating Facility, each of the Consenting
Lenders shall be deemed to have offered to acquire its rateable portion
(determined on a pro rata basis by the Administrative Agent according to the
respective amounts of such Non-Consenting Lender's Operating Commitment and
Accommodations Outstanding under the Operating Facility which such Consenting
Lenders have indicated in such notices that they wish to acquire) of the Non-
Consenting Lender's Operating Commitment and Accommodations Outstanding under
the Operating Facility. The Administrative Agent shall give written notice to
Bracknell or Nationwide, as the case may be, within two Business Days following
the expiry of the time for the Consenting Lenders to give notice of their offer
to acquire, pursuant to this Section 2.10(3), any portion of the Non-Consenting
Lender's Operating Commitment and Accommodations Outstanding under the Operating
Facility.

          (4)  If the Consenting Lenders have not offered to acquire all of the
Non-Consenting Lender's Commitment and the Accommodations Outstanding, then
Nationwide or Bracknell, as the case may be, may arrange for one or more other
financial institutions acceptable to the Administrative Agent which are (i)
Domestic Lenders in the case of the Canadian Operating Facility, or (ii) Foreign
Lenders in the case of the U.S. Operating Facility (each, a "Substitute Lender")
to offer to
<PAGE>

                                      -39-

acquire the balance of such Non-Consenting Lender's Operating Commitment and
Accommodations Outstanding thereunder.

          (5) If one or more of the Lenders or Substitute Lenders (each, an
"Acquiring Lender") has given notice to the Administrative Agent that it offers
to acquire all or a portion of a Non-Consenting Lender's Operating Commitment
and Accommodations Outstanding under the relevant Operating Facility pursuant to
Section 2.10(3) or 2.10(4), the Administrative Agent shall be entitled to accept
such offer by giving notice to each of the Acquiring Lenders setting out the
amount of the Non-Consenting Lender's Operating Commitment and Accommodations
Outstanding under the relevant Operating Facility to be acquired by each of the
Acquiring Lenders in accordance with Section 2.10(3) or 2.10(4) and of the date
(the "Acquisition Date") on which the acquisition shall be effective (which date
shall be the Relevant Repayment Date in respect of such Non-Consenting Lender).
At or before 10:00 a.m. (Toronto time) on the Acquisition Date each of the
Acquiring Lenders shall deposit with, or transfer to, the Administrative Agent
at its specified office for the account of the Non-Consenting Lender an amount
equal to the amount of the Accommodations Outstanding under the relevant
Operating Facility to be acquired by it pursuant to this Section 2.10(5),
together with accrued and unpaid interest and Fees thereon and all other amounts
payable to such Non-Consenting Lender. Upon receipt of such amounts, the
Administrative Agent shall disburse such amount to the Non-Consenting Lender
against delivery of assignment and assumption agreements in the form of Schedule
9. Any Non-Consenting Lender whose Non-Consenting Lender's Operating Commitment
and Accommodations Outstanding under the relevant Operating Facility are to be
assumed by an Acquiring Lender shall execute all such documents (including an
assignment and assumption agreement in the form of Schedule 9) as may be
reasonably required by the Administrative Agent, Bracknell and the Acquiring
Lender to effect such assignment and assumption.

          (6) Subject as provided in Section 2.10(7), in the event that
Bracknell or Nationwide, as the case may be, has requested an extension of the
Relevant Repayment Date pursuant to Section 2.10(1), and (i) such extension has
been agreed to by all relevant Lenders, then the Relevant Repayment Date in
respect of each such Lender shall be extended for a period of 364 days, or (ii)
such extension has been consented to by some, but not all, of the relevant
Lenders, then (x) with respect to the Consenting Lenders and Acquiring Lenders,
the Relevant Repayment Date in respect of each such Lender shall be extended for
a period of 364 days; and (y) with respect to the Non-Consenting Lenders where
there is no Acquiring Lender, the Relevant Repayment Date in respect of each
such Lender shall not be extended and Bracknell or Nationwide, as the case may
be, shall, on the original Relevant Repayment Date, prepay all such
Accommodations Outstanding under the Operating Facility of such Non-Consenting
Lender and thereupon reduce such Non-Consenting Lender's Operating Commitment to
nil, all without affecting the Lender's Operating Commitment of any other
Lender.
<PAGE>

                                      -40-

          (7) Where the aggregate of the Non-Consenting Lender's Operating
Commitments which the Acquiring Lenders pursuant to Section 2.10(3), (4) or (5),
as the case may be, have not agreed to acquire exceeds 51% of the aggregate
amount of the Operating Commitments of those Lenders in respect of which the
applicable request for an extension of the Relevant Repayment Date applies, then
the agreements contemplated by Section 2.10(5) shall not be effective, the
transactions for the acquisition and sale of the Non-Consenting Lender's
Accommodations Outstanding shall not take place, and the Relevant Repayment Date
for the Operating Commitments shall not be extended in respect of any Lender.

          (8) Any consent to an extension of the Canadian Operating Commitment
of a Lender shall also include, for purposes of this Section 2.10, a consent to
an extension of its Canadian Swingline Commitment, if any. If a Lender has
declined to extend its Canadian Operating Commitment, it shall also be deemed to
have declined to extend its Canadian Swingline Commitment, if any. In such case,
a Consenting Lender or a Substitute Lender may offer to acquire the Canadian
Swingline Commitment of the non-consenting Lender. The Administrative Agent, in
consultation with Bracknell, shall decide which Consenting Lender or Substitute
Lender shall acquire the Canadian Swingline Commitment and on the Acquisition
Date that Lender shall acquire the Canadian Swingline Commitment of the non-
consenting Lender in accordance with the provisions of Section 2.10(5) of this
Agreement.

          Section 2.11. Computations of Interest and Fees.

          (1) All computations of interest shall be made by the Administrative
Agent taking into account the actual number of days occurring in the period for
which such interest is payable and (i) if based on the Canadian Prime Rate or
the U.S. Base Rate, on the basis of a year of 365 or 366 days, as the case may
be, or (ii) if based on the Libor Rate or the U.S. Prime Rate, on the basis of a
year of 360 days.

          (2) All computations of Fees shall be made by the Administrative Agent
on the basis of a year of 365 or 366 days, as the case may be, taking into
account the actual number of days (including the first day but excluding the
last day) occurring in the period for which the fees are payable.

          (3) For purposes of the Interest Act (Canada), (i) whenever any
interest or Fee under this Agreement is calculated using a rate based on a year
of 360 days or 365 days, as the case may be, such rate determined pursuant to
such calculation, when expressed as an annual rate, is equivalent to (x) the
applicable rate based on a year of 360, 365 or 366 days, as the case may be, (y)
multiplied by the actual number of days in the calendar year in which the period
for which such interest or fee is payable (or compounded) ends, and (z) divided
by 360, 365 or 366, as the case may be, (ii) the principle of deemed
reinvestment of interest does not
<PAGE>

                                      -41-

apply to any interest calculation under this Agreement, and (ii) the rates of
interest stipulated in this Agreement are intended to be nominal rates and not
effective rates or yields.

                        ------------------------------
<PAGE>

                                      -42-

                                   ARTICLE 3

                                   ADVANCES

          Section 3.01. The Advances.

          (1) Subject to the conditions precedent in Article 6, each Domestic
Lender having a relevant Commitment severally agrees, on the terms and
conditions of this Agreement, to make Advances (i) to Bracknell under the
Canadian Term Facility and the Canadian Acquisition Facility, from time to time
on any Business Day prior to the Relevant Repayment Date, and (ii) to Bracknell
or State under the Canadian Operating Facility, from time to time on any
Business Day prior to the Relevant Repayment Date.

          (2) Subject to the conditions precedent in Article 6, the Swingline
Lender agrees, on the terms and conditions of the Agreement, to make Advances
under the Canadian Swingline Facility from time to time on any Business Day
prior to the Relevant Repayment Date.

          (3) Subject to the conditions precedent in Article 6, the U.S.
Alternate Operating Lender agrees, on the terms and conditions of the Agreement,
to make Advances to Nationwide under the U.S. Alternate Operating Facility, from
time to time on any Business Day prior to the Relevant Repayment Date.

          (4) Subject to the conditions precedent in Article 6, each Foreign
Lender having a relevant Commitment severally agrees, on the terms and
conditions of this Agreement, to make Advances to Nationwide under the U.S.
Operating Facility, from time to time on any Business Day prior to the Relevant
Repayment Date.

          (5) Advances under the Canadian Operating Facility, the Canadian
Acquisition Facility and the Canadian Term Facility shall be made available as
Canadian Prime Rate Advances, U.S. Base Rate Advances and Libor Rate Advances.
Advances under the U.S. Operating Facility shall be made available as U.S. Prime
Rate Advances and Libor Rate Advances. Advances under the U.S. Alternate
Operating Facility shall be available as U.S. Prime Rate Advances.


          (6) Each Borrowing under the Canadian Term Facility, the Canadian
Acquisition Facility and the Canadian Operating Facility shall consist of the
same Types of Advances made to Bracknell or State, as the case may be, on the
same day rateably by the relevant Domestic Lenders.

          (7) Each Borrowing under the U.S. Operating Facility shall consist of
the same Types of Advances made to Nationwide on the same day rateably by the
relevant Foreign Lenders.
<PAGE>

                                      -43-

          (8) Each Borrowing under the Canadian Term Facility, the Canadian
Acquisition Facility and the Canadian Operating Facility shall be in minimum
amounts of (i) Cdn. $2,000,000 and Cdn. $1,000,000 multiples thereof in the case
of Canadian Dollar Advances, and (ii) U.S. $2,000,000 and U.S. $1,000,000
multiples thereof in the case of U.S. Dollar Advances. Each Borrowing under the
U.S. Operating Facility shall be in minimum amounts of (i) U.S. $1,000,000 and
U.S.$1,000,000 multiples thereof in the case of Floating Rate Advances, and (ii)
U.S. $1,000,000 and integral multiples of U.S. $1,000,000 in the case of Libor
Rate Advances.

          (9) The Swingline Lender shall not make an Accommodation under the
Canadian Swingline Facility after it has received written notice from the
Administrative Agent that an Event of Default has occurred and is continuing.
Upon receipt of such notice, the Swingline Lender shall advise the
Administrative Agent of the amount of Accommodations Outstanding under the
Canadian Swingline Facility. In such event (i) the Operating Commitment of the
Domestic Lenders under the Canadian Operating Facility shall be deemed to have
been increased by the amount of the Accommodations Outstanding under the
Canadian Swingline Facility; (ii) the Swingline Lender's Canadian Operating
Commitment shall be deemed to have been increased by the amount of the
Accommodations Outstanding under the Canadian Swingline Facility; (iii) the
amount of the Canadian Swingline Commitment shall be reduced to zero, and (iv) a
Borrowing of Advances under the Canadian Operating Facility (each such
Borrowing, a "Canadian Mandatory Borrowing") shall be made on the next Business
Day by all Domestic Lenders with Canadian Operating Commitments so that
immediately after such Canadian Mandatory Borrowing, each such Lender shall
share rateably in the Accommodations Outstanding under the Canadian Operating
Facility (based on their respective Lender's Canadian Operating Commitments
after giving effect to the deemed increases referred to in (i) and (ii)) and the
proceeds thereof shall be applied directly by the Administrative Agent to repay
the Accommodations Outstanding under the Canadian Swingline Facility. Each
relevant Domestic Lender shall make Advances pursuant to a Canadian Mandatory
Borrowing in the amount and in the manner specified in writing by the
Administrative Agent notwithstanding (v) that the amount of the Canadian
Mandatory Borrowing may not comply with the minimum amount of Borrowings
otherwise required under this Agreement, (vi) that the conditions precedent
specified in Article 6 are not satisfied, (vii) the date of the Canadian
Mandatory Borrowing, and (viii) any reduction in the Canadian Operating
Commitment after any Advances under the Canadian Swingline Commitment were made.
If any Canadian Mandatory Borrowing cannot for any reason be made on the date
required above or the applicable Domestic Lenders for any reason would not at
such time share rateably in the aggregate amount of the Accommodations
Outstanding under the Canadian Swingline Facility and the Canadian Operating
Facility, each Domestic Lender with Canadian Operating Commitments hereby agrees
that it shall forthwith purchase from the Swingline Lender, and each other
Domestic Lender with Canadian Operating
<PAGE>

                                      -44-

Commitments, such participations in the Advances outstanding under the Canadian
Operating Facility as shall be necessary to cause such Lenders to share in such
Advances rateably, based upon the proportion which each such Lender's Operating
Commitment at the date of the Canadian Mandatory Borrowing bears to the
aggregate amount of the Canadian Operating Commitment and the Canadian Swingline
Commitment on the date of the Canadian Mandatory Borrowing.

          (10) The U.S. Alternate Operating Lender shall not make any
Accommodation under the U.S. Alternate Operating Facility after it has received
written notice from the Administrative Agent that an Event of Default has
occurred and is continuing. Upon receipt of such notice, the U.S. Alternate
Operating Lender shall advise the Administrative Agent of the amount of
Accommodations Outstanding under the U.S. Alternate Operating Facility. In such
event (i) the U.S. Operating Commitment of the Foreign Lenders under the U.S.
Operating Facility shall be deemed to have been increased by the amount of the
Accommodations Outstanding under the U.S. Alternate Operating Facility, (ii) the
U.S. Alternate Operating Lender's U.S. Operating Commitment shall be deemed to
have been increased by the amount of the Accommodations Outstanding under the
U.S. Alternate Operating Facility; (iii) the amount of the U.S. Alternate
Operating Commitment shall be reduced to zero, and (iv) a Borrowing of Advances
under the U.S. Operating Facility (each such Borrowing, a "U.S. Mandatory
Borrowing") shall be made on the next Business Day by all Foreign Lenders with
U.S. Operating Commitments so that immediately after such U.S. Mandatory
Borrowing, each Foreign Lender shall share rateably in the Accommodations
Outstanding under the U.S. Operating Facility (based on their respective
Lender's U.S. Operating Commitments after giving effect to the deemed increases
referred to in (i) and (ii)) and the proceeds thereof shall be applied directly
by the Administrative Agent to repay the Accommodations Outstanding under the
U.S. Alternate Operating Facility. Each relevant Foreign Lender shall make
Advances pursuant to a U.S. Mandatory Borrowing in the amount and in the manner
specified in writing by the Administrative Agent notwithstanding (v) that the
amount of the U.S. Mandatory Borrowing may not comply with the minimum amount of
Borrowings otherwise required under this Agreement, (vi) that the conditions
precedent specified in Article 6 are not satisfied, (vii) the date of the U.S.
Mandatory Borrowing, and (viii) any reduction in the U.S. Operating Commitment
after any Advances under the U.S. Alternate Operating Commitment were made. If
any U.S. Mandatory Borrowing cannot for any reason be made on the date required
above or the applicable Foreign Lenders for any reason would not at such time
share rateably in the aggregate amount of the Accommodations Outstanding under
the U.S. Alternate Operating Facility and the U.S. Operating Facility, each
Foreign Lender with a U.S. Operating Commitment hereby agrees that it shall
forthwith purchase from the U.S. Alternate Operating Lender, and each other
Foreign Lender with a U.S. Operating Commitment, such participations in the
Advances outstanding under the U.S. Operating Facility as shall be necessary to
cause such Foreign Lender to share in such Advances rateably, based upon the
proportion which each
<PAGE>

                                      -45-

such Lender's U.S. Operating Commitment at the date of the U.S. Mandatory
Borrowing bears to the aggregate amount of the U.S. Operating Commitment and the
U.S. Alternate Operating Commitment on the date of the U.S. Mandatory Borrowing.

          Section 3.02. Procedure for Borrowing.

          (1) Subject to Subsection 3.02(2), each Borrowing shall be made on the
number of days prior notice specified in Schedule 5, given not later than (i)
12:00 noon (Toronto time) in the case of the Canadian Term Facility, the
Canadian Acquisition Facility, the Canadian Operating Facility and the U.S.
Operating Facility by the relevant Borrower to the Administrative Agent. Each
notice of a Borrowing (a "Borrowing Notice") shall be in substantially the form
of Schedule 1, shall be irrevocable and binding on the Borrower and shall
specify (i) the Borrower, (ii) the requested date of the Borrowing, (iii) the
Type of Advances comprising the Borrowing, (iv) the Credit Facility under which
the Borrowing is to be made, (v) the aggregate amount of the Borrowing and the
currency thereof, and (vi) in the case of a Libor Rate Advance, the initial
Libor Interest Period. Upon receipt by the Administrative Agent of funds from
the Lenders and fulfilment of the applicable conditions set forth in Article 6,
the Administrative Agent will make such funds available to the Borrower in
accordance with Article 2.

          (2) Borrowings under the Canadian Swingline Facility up to a maximum
amount of the Canadian Swingline Commitment may be made without notice from
Bracknell or State by overdraft only in the Borrowers' Accounts of Bracknell or
State and shall be made available by the Swingline Lender by crediting the
Borrowers' Account with previous day funds in the aggregate amount of such
overdraft.

          (3) Borrowings under the U.S. Alternate Operating Facility up to a
maximum amount of the U.S. Alternate Operating Commitment may be made on same
day notice by Nationwide not later than 3:00 p.m. Toronto time to the U.S.
Alternate Operating Lender.

          Section 3.03. Conversions and Elections Regarding Advances.

          (1) Each Advance shall initially be the Type of Advance specified in
the applicable Borrowing Notice and shall bear interest at the rate applicable
to that Type of Advance (determined as provided in Section 3.05) until (i) in
the case of a Libor Rate Advance, the end of the initial Libor Interest Period
specified in the applicable Borrowing Notice, (ii) in the case of a Floating
Rate Advance, the date on which the Advance is repaid in full or is changed to
another Type of Advance pursuant to Section 3.03(2), or (iii) in the case of any
Advance, it is converted to another Type of Accommodation pursuant to Section
3.03(2).
<PAGE>

                                      -46-

          (2) A Borrower may elect to (i) change any Advance to another Type of
Advance in accordance with Section 3.03(3) or convert an Advance of any currency
to another Type of Accommodation of such same currency (other than a Documentary
Credit) upon the number of days notice specified in Schedule 5 (y) in the case
of a Floating Rate Advance, as of any Business Day, and (z) in the case of a
Libor Advance, as of the last day of the Libor Interest Period applicable to the
Libor Rate Advance, or (ii) continue any Libor Rate Advance for a further Libor
Interest Period beginning on the last day of the then current Libor Interest
Period in accordance with Section 3.03(3).

          (3) Each election to change from one Type of Advance to another Type
of Advance or Type of Accommodation or to continue a Libor Rate Advance for a
further Libor Interest Period shall be made on the number of days prior notice
specified in Schedule 5 given, in each case, not later than 12:00 noon (Toronto
time) in the case of the Term Facilities, the Acquisition Facilities and the
Operating Facilities by the relevant Borrower to the Administrative Agent. Each
such notice (an "Election Notice") shall be given substantially in the form of
Schedule 2 and shall be irrevocable and binding upon the Borrower. If a Borrower
fails to deliver an Election Notice to the Administrative Agent for any Libor
Rate Advance as provided in this Section 3.03(3), the Libor Rate Advance shall
be converted (as of the last day of the applicable Libor Interest Period) to and
be outstanding as (i) a U.S. Base Rate Advance in the case of a Libor Rate
Advance by a Domestic Lender, or (ii) U.S. Prime Rate Advance in the case of a
Libor Rate Advance by a Foreign Lender. A Borrower shall not select a Libor
Interest Period which conflicts with the definition of Libor Interest Period in
Section 1.01 or, in the opinion of the Administrative Agent, with the repayment
schedule in Section 2.04.

          Section 3.04. Circumstances Requiring Prime Rate Pricing.

          If (i) by reason of circumstances affecting financial markets
generally, deposits of U.S. Dollars are unavailable to the relevant Lenders,
(ii) adequate and fair means do not exist for ascertaining the applicable
interest rate on the basis provided in the definition of Libor Rate or U.S. Base
Rate, as the case may be, (iii) the making or continuation of any U.S. Dollar
Advances or obligations of the Lenders in connection therewith has been made
impracticable or unlawful (y) by the occurrence of a contingency (other than a
mere increase in rates payable by a Lender to fund the Advances) affecting
financial markets or institutions generally and which materially adversely
affects the funding of the Credit Facilities at any interest rate computed on
the basis of the Libor Rate or the U.S. Base Rate, as the case may be, or (z) by
reason of a change since the date of this Agreement in any applicable law, rule,
regulation, order, treaty or official direction, or in the interpretation
thereof by any Governmental Entity (whether or not having the force of law but,
if not having the force of law, one with which a responsible bank would comply)
affecting financial markets or institutions generally and which results in
<PAGE>

                                      -47-

the Libor Rate or the U.S. Base Rate, as the case may be, no longer representing
the effective cost to the Lenders of deposits in the market, then,

(a)  the right of a Borrower to select any affected Type of Advance shall be
suspended until the circumstances causing the suspension no longer exist and the
Administrative Agent so notifies the Borrower;

(b)  if any affected Type of Advance is not yet outstanding, any applicable
Accommodation Notice shall be cancelled and the requested Advance shall not be
made;

(c)  if a Libor Rate Advance is already outstanding at any time when the right
of a Borrower to select Libor Rate Advances is suspended, it and all other Libor
Rate Advances in the same Borrowing shall become U.S. Base Rate Advances or U.S.
Prime Rate Advances, as the case may be, on the last day of the then current
Interest Period (or on such earlier date as may be required to comply with any
applicable law, rule, regulation, judgment or order) or, if the Borrower does
not have the right to select U.S. Base Rate Advances at such time, the Libor
Rate Advance shall become a Canadian Prime Rate Advance on the last day of the
then current Libor Interest Period applicable to it (or on such earlier date as
may be required to comply with any applicable law, rule, regulation, judgment or
order) in a principal amount equal to the Equivalent Cdn. $ Amount of the Libor
Rate Advance determined on the date on which the Advance becomes denominated in
Canadian Dollars; and

(d)  if any U.S. Base Rate Advance is already outstanding at any time when the
right of a Borrower to select U.S. Base Rate Advances is suspended, it and all
other U.S. Base Rate Advances included in the same Borrowing shall become
Canadian Prime Rate Advances immediately, in a principal amount equal to the
Equivalent Cdn. $ Amount of the related U.S. Base Rate Advance determined on the
date on which the Advance becomes denominated in Canadian Dollars.

          Section 3.05. Interest on Advances.

          (1) The Borrowers shall pay interest on the unpaid principal amount of
each Advance from the date of the Advance until the principal amount of the
Advance is repaid in full, at the following rates per annum:

(a)  if and so long as the Advance is a Canadian Prime Rate Advance, at a rate
per annum equal at all times to the sum of the Canadian Prime Rate in effect
from time to time plus the Applicable Margin;

(b)  if and so long as the Advance is a U.S. Base Rate Advance, at a rate per
annum equal at all times to the U.S. Base Rate in effect from time to time plus
the Applicable Margin;
<PAGE>

                                      -48-

(c)  if and so long as the Advance is a U.S. Prime Rate Advance, at a rate per
annum equal at all times, to the U.S. Prime Rate in effect from time to time,
plus the Applicable Margin; and

(d)  if and so long as the Advance is a Libor Rate Advance, at a rate per annum
equal at all times during each Libor Interest Period for such Libor Rate
Advance, to the sum of the Libor Rate for such Libor Interest Period plus the
Applicable Margin.

          (2) Interest on Canadian Prime Rate Advances, U.S. Base Rate Advances
and U.S. Prime Rate Advances shall be calculated and payable in arrears (i) on
the first Business Day of each month, and (ii) when the Advance becomes due and
payable in full, is repaid, or is converted to another Type of Advance or
Accommodation. Interest on Libor Rate Advances shall be calculated and payable
(ii) on the last day of the third month of the Libor Interest Period, if the
Libor Interest Period is six months, and (iv) on the last day of the Libor
Interest Period.

                      ----------------------------------
<PAGE>

                                      -49-

                                   ARTICLE 4

                             BANKERS' ACCEPTANCES

          Section 4.01. Acceptances and Drafts.

          (1) Each Domestic Lender, in respect of such Lender's Canadian
Operating Commitment (if any), Canadian Acquisition Commitment and Canadian Term
Commitment, severally agrees, on the terms and conditions of this Agreement and
from time to time on any Business Day prior to the Relevant Repayment Date (i)
in the case of a Domestic Lender which is willing and able to accept Drafts, to
create acceptances ("Bankers' Acceptances") by accepting Drafts and to purchase
such Bankers' Acceptances in accordance with Section 4.03(2), and (ii) in the
case of a Domestic Lender which is unwilling or unable to accept Drafts, to
purchase completed Drafts (which have not and will not be accepted by the Lender
or any other Lender) in accordance with Section 4.03(2).

          (2) Each Drawing shall consist of the creation and purchase of
Bankers' Acceptances or the purchase of Drafts on the same day, in each case for
the Drawing Price, effected or arranged by the relevant Domestic Lenders in
accordance with Section 4.03 and their respective Lender's Commitment.

          (3) If the Administrative Agent determines that the Bankers'
Acceptances to be created and purchased or Drafts to be purchased on any Drawing
(upon a conversion or otherwise) will not be created and purchased rateably by
the relevant Domestic Lenders in accordance with Sections 4.01(2) and 4.03, then
the requested Face Amount of Bankers' Acceptances and Drafts shall be reduced to
such lesser amount as the Administrative Agent determines will permit rateable
sharing and the amount by which the requested Face Amount shall have been so
reduced shall be converted or continued, as the case may be, as a Canadian Prime
Rate Advance under the Canadian Operating Facility, Canadian Acquisition
Facility or Canadian Term Facility, as the case may be, to be made
contemporaneously with the Drawing.

          Section 4.02. Form of Drafts.

          Each Drawing presented by State or Bracknell, as the case may be,
shall (i) be in a minimum amount of Cdn. $2,000,000 and in an integral multiple
of Cdn. $1,000,000, (ii) be dated the date of the Drawing, and (iii) mature and
be payable by such Borrower (in common with all other Drafts presented in
connection with such Drawing) on a Business Day which occurs approximately 1, 2,
3 or 6 months at the election of the Borrower after the Drawing Date and on or
prior to the Relevant Repayment Date and which would not, in the opinion of the
Administrative Agent, conflict with the repayment schedule set out in Section
2.04.
<PAGE>

                                      -50-

          Section 4.03. Procedure for Drawing.

          (1) Each Drawing shall be made on notice (a "Drawing Notice") given by
Bracknell or State, as the case may be, to the Administrative Agent not later
than 10:00 a.m. (Toronto time) on the number of days notice specified in
Schedule 5. Each Drawing Notice shall be in substantially the form of Schedule
3, shall be irrevocable and binding on such Borrower and shall specify (i) the
Borrower, (ii) the Drawing Date, (iii) the Credit Facility under which the
Drawing is to be made, (iv) the aggregate Face Amount of Drafts to be accepted
and purchased (or purchased, as the case may be), and (v) the contract maturity
date for the Drafts.

          (2) Not later than 2:00 p.m. (Toronto time) on an applicable Drawing
Date, each Domestic Lender shall complete one or more Drafts in accordance with
the Drawing Notice and either (i) accept the Drafts and purchase the Bankers'
Acceptances thereby created for the Drawing Price, or (ii) purchase such Drafts
for the Drawing Price, and, in each case, pay to the Administrative Agent the
Drawing Proceeds in respect of such Bankers' Acceptance or Draft, as the case
may be. Upon receipt of the Drawing Proceeds and upon fulfilment of the
applicable conditions set forth in Article 6, the Administrative Agent shall
make funds available to Bracknell or State, as the case may be, in accordance
with Article 2.

          (3) Each of Bracknell and State shall, at the request of any Domestic
Lender, issue one or more non-interest bearing promissory notes (each a "BA
Equivalent Note") payable on the date of maturity of the unaccepted Draft
referred to below, in such form as the Lender may specify and in a principal
amount equal to the Face Amount of, and in exchange for, any unaccepted Drafts
which the Lender has purchased or has arranged to have purchased in accordance
with Section 4.03(2).

          (4) Bankers' Acceptances purchased by a Domestic Lender may be held by
it for its own account until the contract maturity date or sold by it at any
time prior to that date in any relevant Canadian market in such Person's sole
discretion.

          Section 4.04. Presigned Draft Forms.

          (1) To enable the Domestic Lenders to create Bankers' Acceptances or
complete Drafts in the manner specified in this Article 4, Bracknell and State
shall each supply each Domestic Lender with such number of Drafts as it may
reasonably request, duly endorsed and executed on behalf of such Borrower. Each
Lender will exercise such care in the custody and safekeeping of Drafts as it
would exercise in the custody and safekeeping of similar property owned by it
and will, upon request by a Borrower, promptly advise the Borrower of the number
and
<PAGE>

                                      -51-

designations, if any, of uncompleted Drafts held by it for the Borrower. The
signature of any officer of a Borrower on a Draft may be mechanically reproduced
and BA Instruments bearing facsimile signature shall be binding upon such
Borrower as if they had been manually signed. Even if the individuals whose
manual or facsimile signature appears on any BA Instrument no longer hold office
at the date of signature, at the date of its acceptance by the Lender or at any
time after such date, any BA Instrument so signed shall be valid and binding
upon the Borrower.

          (2) Each of Bracknell and State hereby irrevocably appoints each
Domestic Lender as its attorney to sign and endorse on its behalf, manually or
by facsimile or mechanical signature, any Drafts necessary to enable such Lender
to make Drawings in the manner specified in this Article 4. All Bankers'
Acceptances signed or endorsed on a Borrower's behalf by a Lender shall be
binding on such Borrower, all as if duly executed and issued by the Borrower.

          Section 4.05. Payment, Conversion or Renewal of BA Instruments.

          (1) Upon the maturity of a BA Instrument, a Borrower may (i) elect to
issue a replacement BA Instrument by giving a Drawing Notice in accordance with
Section 4.03(1), (ii) elect to have all or a portion of the Face Amount of the
BA Instrument converted to a Prime Rate Advance by giving a Borrowing Notice in
accordance with Section 3.02, or (iii) pay, on or before 10:00 a.m. (Toronto
time) on the maturity date for the BA Instrument, an amount in Canadian Dollars
equal to the Face Amount of the BA Instrument (notwithstanding that a Lender may
be the holder of it at maturity). Any such payment shall satisfy the Borrower's
obligations under the BA Instrument to which it relates and the relevant Lender
shall then be solely responsible for the payment of the BA Instrument.

          (2) If a Borrower fails to pay any BA Instrument when due or issue a
replacement in the Face Amount of such BA Instrument pursuant to Section
4.05(1), the unpaid amount due and payable shall be converted to a Canadian
Prime Rate Advance made by the Domestic Lenders rateably under the applicable
Credit Facility and shall bear interest calculated and payable as provided in
Article 3. This conversion shall occur as of the due date and without any
necessity for the Borrower to give a Borrowing Notice.

          Section 4.06. Circumstances Making Bankers' Acceptances Unavailable.

          (1) If, by reason of circumstances affecting the money market
generally, there is no market for Bankers' Acceptances, (i) the right of the
Borrowers to request a Drawing shall be suspended until the circumstances
causing a suspension no longer exist, and (ii) any Drawing Notice which is
outstanding shall
<PAGE>

                                      -52-

be deemed to be a Borrowing Notice requesting a Borrowing comprised of Canadian
Prime Rate Advances.

          (2) The Administrative Agent shall promptly notify the relevant
Borrower of the suspension of the Borrower's right to request a Drawing and of
the termination of any suspension.

                      ----------------------------------
<PAGE>

                                      -53-

                                   ARTICLE 5

                              DOCUMENTARY CREDITS

          Section 5.01. Documentary Credits.

          (1) The Domestic Issuing Lender agrees, on the terms and conditions of
this Agreement and in reliance on the agreements of the other Lenders with
Canadian Operating Commitments, to issue Documentary Credits under the Canadian
Operating Facility only for the account of Bracknell or State from time to time
on any Business Day prior to the Relevant Repayment Date.

          (2) The Foreign Issuing Lender agrees, on the terms and conditions of
this Agreement and in reliance on the agreements of the other Lenders with U.S.
Operating Commitments, to issue Documentary Credits under the U.S. Operating
Facility only for the account of Nationwide from time to time on any Business
Day prior to the Relevant Repayment Date.

          (3) The letters of credit and letters of guarantee issued by Royal
Bank of Canada for the account of any of the Borrowers and outstanding on the
date of this Agreement shall be deemed to be Documentary Credits issued pursuant
to this Agreement upon the making of the Initial Accommodation hereunder.

          (4) The aggregate Face Amount of all Documentary Credits issued under
the Operating Facilities shall not, at any time, exceed U.S. $10,000,000.

          Section 5.02. Procedure for Issue.

          (1) Each Issue shall be made on notice (an "Issue Notice") given by a
Borrower to the Administrative Agent (with a copy to the Issuing Lender) not
later than 11:00 a.m. (Toronto time) on the number of days notice specified in
Schedule 5. The Issue Notice shall be in substantially the form of Schedule 4,
shall be irrevocable and binding on the Borrower and shall specify (i) the
Issuing Lender, (ii) the Borrower, (iii) the Credit Facility under which the
Documentary Credit is to be issued, (iv) the requested date of Issue (the "Issue
Date"), (v) the Type of Documentary Credit, (vi) the Face Amount of the
Documentary Credit, (vii) the expiration date, and (viii) the name and address
of the Beneficiary. A Borrower shall not request an expiry date for a
Documentary Credit which would be after the Relevant Repayment Date.

          (2) Not later than 10:00 a.m. (Toronto time) on the Issue Date, the
relevant Issuing Lender shall issue a Documentary Credit completed in accordance
with the Issue Notice in the appropriate form. Upon receipt of the Documentary
Credit and upon fulfillment of the conditions set forth in Article 6, the
Issuing
<PAGE>

                                      -54-

Lender shall deliver the Documentary Credits to or to the order of the
applicable Borrower.

          (3) No Documentary Credit shall require that payment against a
conforming draft be made on the same Business Day upon which the draft was
presented, unless such presentation is made before 10:00 a.m. (Toronto time) on
such Business Day.

          (4) Prior to the Issue Date, the relevant Borrower shall provide a
precise description of the documents and the verbatim text of any certificates
to be presented by the Beneficiary which, if presented by the Beneficiary, would
require an Issuing Lender to make payment under the Documentary Credit. The
Issuing Lender may require changes in any such document or certificate.

          Section 5.03. Form of Documentary Credits.

          Each Documentary Credit (i) shall be dated the Issue Date, (ii) shall
have an expiration date on a Business Day which occurs no more than 364 days
after the Issue Date and not after the Relevant Repayment Date, and (iii) shall
comply with the definition of Documentary Credit.

          Section 5.04. Use of Documentary Credits.

          The Borrowers shall use Documentary Credits for the sole purpose of
supporting (i) performance, payment, deposit or surety obligations of a
Borrower, in any case if required by law or contract or in accordance with
custom and practice in its industry, or (ii) the replacement of Documentary
Credits existing on the Closing Date.

          Section 5.05. Reimbursement of Amounts Drawn.

          (1) At or before 10:00 a.m. (Toronto time) on the date specified by a
Beneficiary as a drawing date under a Documentary Credit, the relevant Borrower
shall pay to the Issuing Lender an amount in same day funds equal to the amount
to be drawn by the Beneficiary in the currency in which the Documentary Credit
is payable.

          (2) If a Borrower fails to pay to the Issuing Lender the amount drawn
under any Documentary Credit, the Issuing Lender shall advise immediately the
Administrative Agent and the unpaid amount due and payable shall be converted
automatically as of such date, and without the necessity for the Borrower to
give any Borrowing Notice pursuant to Section 3.02, to (i) a Canadian Prime Rate
Advance, in the case of a Documentary Credit denominated in Canadian Dollars and
issued by the Domestic Issuing Lender, (ii) a U.S. Base Rate Advance, in the
case of a Documentary Credit denominated in U.S. Dollars and issued by the
Domestic Issuing Lender, and (iii) a U.S. Prime Rate Advance, in the case of a
<PAGE>

                                      -55-

Documentary Credit denominated in U.S. Dollars and issued by the Foreign Issuing
Lender, in each case made by the Domestic Lenders rateably under the Canadian
Operating Facility and by the Foreign Lenders rateably under the U.S. Operating
Facility.

          Section 5.06. Documentary Credit Participation.

          (1) In relation to each Documentary Credit issued or deemed to be
issued under the Operating Facilities, each Lender under the applicable
Operating Facility shall acquire from the Domestic Issuing Lender or the Foreign
Issuing Lender, as the case may be, for such Lender's own account and risk, an
undivided interest equal to such Lender's pro rata share of the relevant Issuing
Lender's obligations and rights under such Documentary Credit together with any
amount paid by an Issuing Lender under such Documentary Credit. If an amount is
drawn under any Documentary Credit issued or deemed to be issued under either of
the Operating Facilities and an Issuing Lender is not reimbursed in full by the
relevant Borrower in accordance with the terms of this Agreement or if the
amount is converted to an Advance pursuant to Section 5.05, each of the Lenders
under the relevant Operating Facility shall pay to the applicable Issuing
Lender, upon demand, an amount equal to such Lender's pro rata share of the
amount which is not so reimbursed or shall acquire its pro rata share of the
Advance into which the amount is converted, as the case may be.

          (2) If any amount required to be paid by a Lender under either of the
Operating Facilities to an Issuing Lender pursuant to Section 5.06(1) is not
paid to the Issuing Lender on the date the payment is due, the Lender shall pay
to the Issuing Lender, on demand, such amount together with interest, from the
date the payment was to be made until the date it is actually made, at the
prevailing interbank rate. A certificate of the relevant Issuing Lender,
submitted to the relevant Lender with respect to any amounts owing under this
Section shall be conclusive, absent manifest error.

          (3) If, at any time after an Issuing Lender has made a payment under
any Documentary Credit issued under an Operating Facility and has received from
the other Lenders their pro rata share of such payment, the Issuing Lender
receives a payment in respect of such Documentary Credit (whether directly from
a Borrower or otherwise), the Issuing Lender will pay to the Administrative
Agent for distribution to the other Lenders, their pro rata share of such
payment; provided, however, that if any such payment so received by the Issuing
Lender shall be required to be returned by the Issuing Lender, each other Lender
shall return to the Issuing Lender the portion thereof previously distributed to
it.
<PAGE>

                                      -56-

          Section 5.07. Risk of Documentary Credits.

          (1) In determining whether to pay under a Documentary Credit, each
Issuing Lender shall be responsible only to determine that the documents and
certificates required to be delivered under the Documentary Credit have been
delivered and that they comply on their face with the requirements of the
Documentary Credit.

          (2) The reimbursement obligation of the Borrowers under any
Documentary Credit shall be unconditional and irrevocable and shall be paid
strictly in accordance with the terms of this Agreement under all circumstances,
including (i) any lack of validity or enforceability of a Documentary Credit,
(ii) the existence of any claim, set-off, defence or other right which a
Borrower may have at any time against a Beneficiary, a Lender or any other
Person, whether in connection with the Credit Documents and the transactions
contemplated therein or any other transaction (including any underlying
transaction between a Borrower and the Beneficiary), (iii) any certificate or
other document presented with a Documentary Credit proving to be forged,
fraudulent or invalid or any statement in it being untrue or inaccurate, (iv)
the existence of any act or omission or any misuse of a Documentary Credit or
misapplication of proceeds by the Beneficiary, including any fraud in any
certificate or other document presented with a Documentary Credit, (v) payment
by an Issuing Lender under the Documentary Credit against presentation of a
certificate or other document which does not comply with the terms of the
Documentary Credit; in each case unless such payment constitutes gross
negligence or willful misconduct of the Issuing Lender, or (vi) the existence of
a Default or Event of Default.

          (3) No Issuing Lender shall be responsible for (i) the validity or
sufficiency of any instrument transferring or assigning or purporting to
transfer or assign a Documentary Credit or the rights or benefits under it or
proceeds of it, in whole or in part, which may prove to be invalid or
ineffective for any reason, (ii) errors, omissions, interruptions or delays in
transmission or delivery of any messages by mail, telecopy or otherwise, (iii)
errors in interpretation of technical terms, (iv) any loss or delay in the
transmission of any document required in order to make a drawing, and (v) any
consequences arising from causes beyond the control of the Issuing Lender,
including the acts or omissions, whether rightful or wrongful, of any
Governmental Entity. None of the above shall affect, impair, or prevent the
vesting of any of the Issuing Lenders' rights or powers under this Agreement.
Any action taken or omitted by any Issuing Lender under or in connection with
any Documentary Credit or the related certificates, if taken or omitted in good
faith, shall not put the Issuing Lender under any resulting liability to the
Borrowers provided that the Issuing Lender acts in accordance with the standards
of reasonable care specified in the Uniform Customs and Practice for Documentary
Credits (1993 Revision), ICC Publication 500 (or any replacement publication).
<PAGE>

                                      -57-

          Section 5.08. Fees.

          (1) Each Borrower shall pay to the Administrative Agent, for the
account of the relevant Lenders, a Fee at a rate equal to the Applicable Margin
calculated on the basis of the Face Amount of the Documentary Credit for the
period during which the Documentary Credit is outstanding. Such Fee shall be
calculated daily and payable prior to issuance on the Issue Date of issue of a
Documentary Credit in the currency in which the Documentary Credit is payable
and shall be non-refundable.

          (2) Each Borrower shall pay to the relevant Issuing Lender (for its
own account) a fronting Fee equal to the greater of (i) 0.125% per annum on the
Face Amount of the Documentary Credit issued under the Operating Facility for
which the Issuing Lender is contingently liable under this Agreement; and (ii)
U.S. $150.00. The fronting fee will be calculated daily and shall be payable
prior to issuance on the Issue Date of each Documentary Credit and shall be non-
refundable.

          (3) Each Borrower shall pay to the relevant Issuing Lender, upon the
issuance, amendment or transfer of any Documentary Credit issued by such Lender
and each drawing made under it, the Lender's standard and prevailing documentary
and administrative charges for issuing, amending, transferring or drawing under,
as the case may be, Documentary Credits of similar amount, term and risk.

          Section 5.09. Repayments.

          (1) If a Borrower is required to repay the Accommodations pursuant to
Article 2 or Article 9, then the Borrower shall pay to the Administrative Agent
for distribution to the Issuing Lender, to the extent required in those
Articles, an amount equal to the relevant Issuing Lender's contingent liability
in respect of (i) any outstanding Documentary Credit, and (ii) any Documentary
Credit which is the subject matter of any order, judgment, injunction or other
such determination (a "Judicial Order") restricting payment under and in
accordance with such Documentary Credit or extending the Issuing Lender's
liability under such Documentary Credit beyond its stated expiration date.
Payment in respect of each Documentary Credit shall be due in the currency in
which the Documentary Credit is denominated.

          (2) Each Issuing Lender shall, with respect to any Documentary Credit,
upon the later of:

(a) the date on which any final and non-appealable order, judgment or other such
determination has been rendered or issued either terminating the applicable
Judicial Order or permanently enjoining the Lender from paying under such
Documentary Credit; and
<PAGE>

                                      -58-

(b) the earlier of (i) the date on which either (x) the original counterpart of
the Documentary Credit is returned to the Lender for cancellation, or (y) the
Lender is released by the Beneficiary from any further obligations, and (ii) the
expiry (to the extent permitted by any applicable law) of the Documentary
Credit,

pay to the relevant Borrower an amount equal to the difference between the
amount paid to the Issuing Lender pursuant to Section 5.09(1) and the amounts
paid by the Issuing Lender under the Documentary Credit.

                      ----------------------------------
<PAGE>

                                      -59-

                                   ARTICLE 6

                                  CONDITIONS

          Section 6.01. Conditions Precedent to Effectiveness.

          This Agreement shall be effective subject to and upon the fulfillment
of the following conditions precedent:

(a)       no Default or Event of Default has occurred or is continuing;

(b)       the representations and warranties of the Borrowers contained in
Section 7.01 are true and correct on the date hereof;

(c)       the Administrative Agent has received, in form, substance and dated as
of a date satisfactory to the Lenders and their counsel and in sufficient
quantities for each Lender:

          A.   a certified copy of the resolutions of the board of directors of
               each Borrower approving (i) the amendments to the Second Amended
               and Restated Credit Agreement; (ii) the borrowings and other
               matters contemplated by this Agreement, and (iii) with respect to
               Bracknell only, the Able Acquisition,

          B.   a certified copy of the resolution of the board of directors or
               other authorizing instrument by each Restricted Subsidiary
               authorizing the execution of confirmation relating to the
               Security Documents provided to the Agent and the Lenders,

          C.   a certificate of a senior officer of each Borrower confirming
               there have been no changes to the articles and by-laws of each
               since the date of the Second Amended and Restated Credit
               Agreement,

          D.   a certificate of the Secretary of each Borrower certifying the
               names and true signatures of its officers authorized to sign this
               Agreement and the other Credit Documents,

          E.   a certificate of status, compliance or like certificate with
               respect to each Borrower and each Restricted Subsidiary issued by
               the appropriate Governmental Entity of the jurisdiction of its
               incorporation and of each jurisdiction in which it owns any
               material assets or carries on any material business,
<PAGE>

                                      -60-

          F.   certified copies of all material transaction documents in form
               and substance satisfactory to the Administrative Agent and the
               Lenders in connection with the Able Acquisition on terms and
               conditions satisfactory to the Administrative Agent and the
               Lenders,

          G.   copies of all corporate and lien searches undertaken against each
               Borrower and each Restricted Subsidiary,

          H.   copies of all corporate and lien searches undertaken by Bracknell
               in connection with the Able acquisition,

          I.   favourable opinions of counsel to each Borrower and each
               Restricted Subsidiary with respect to such matters as may be
               requested by the Lenders,

          J.   a certificate from the chief financial officer of Nationwide
               certifying that Nationwide (i) is not legally prohibited or
               restricted from entering into and performing its obligations
               under the Credit Documents to which it is a party, (ii) is not
               insolvent, (iii) will not be rendered insolvent by virtue of
               guaranteeing the obligations of the Borrowers under the Credit
               Documents, (iv) will not be left with an unreasonably small
               amount of capital, and (v) has not incurred Debt which cannot be
               satisfied on a timely basis,

          K.   confirmations in favour of the Administrative Agent executed by
               the Borrowers and the Restricted Subsidiaries, confirming the
               Security Documents are in full force and effect; and

          L.   such other certificates and documentation as the Administrative
               Agent may reasonably request,

(d)       all fees and other amounts then payable under the Credit Documents
have been paid in full;

(e)      the Senior Subordinated Bridge Commitment Letter shall have been
cancelled and the commitment thereunder terminated;

(f)       all obligations under the Credit Documents are secured by first
priority Liens on all property and assets of each Borrower and each Restricted
Subsidiary with such exceptions as are permitted pursuant to this Agreement or
any of the other Credit Documents;
<PAGE>

                                      -61-

(g)       nothing has occurred (nor has any Lender become aware of any facts not
previously known), including any change or condition, event or development,
which the Lenders determine is reasonably likely to have a Material Adverse
Effect;

(h)       there has not occurred, developed or come into effect or existence any
event, action, state, condition or major financial occurrence of national or
international consequence or any law, rule, regulation, judgment, order, inquiry
or other occurrence of any nature whatsoever which materially adversely affects,
or may materially adversely or seriously affect, the financial, banking
(including syndication markets) or capital markets in Canada or the United
States of America; and

(i)      all conditions precedent listed in Section 4.01 of the Bracknell
Limited Partnership Facility shall have been satisfied.

          Section 6.02. Conditions Precedent to Accommodations and Conversions.

          (1) The obligation of each Lender to make Accommodations or otherwise
give effect to any Accommodation Notice is subject to fulfillment of the
following conditions at the time of any Accommodation Notice or Accommodation,
as the case may be:

(a)       the representations and warranties of the Borrowers contained in
Section 7.01 are true and correct on the date of the Accommodation or
Accommodation Notice as if they were made on that date;

(b)       no Default or Event of Default has occurred or is continuing or would
arise immediately after giving effect to or as a result of the Accommodation or
Accommodation Notice;

(c)       the Accommodation will not violate any applicable law, rule,
regulation, judgment or order; and

          (2) Each of the giving of any Accommodation Notice by a Borrower and
the acceptance by a Borrower of any Accommodation shall be deemed to constitute
a representation and warranty by the Borrowers that, on the date of such
Accommodation Notice or Accommodation, as the case may be, and after giving
effect thereto and to the application of any proceeds therefrom, the statements
set forth in Section 6.02(1) are true and correct.

          Section 6.03. No Waiver.

          The making of an Accommodation or otherwise giving effect to any
Accommodation Notice, without the fulfillment of one or more conditions set
forth in Section 6.01 or 6.02 shall not constitute a waiver of any condition and
the
<PAGE>

                                      -62-

Administrative Agent and the Lenders reserve the right to require fulfillment of
such condition in connection with any subsequent Accommodation Notice or
Accommodation.

                      ----------------------------------
<PAGE>

                                      -63-

                                   ARTICLE 7

                        REPRESENTATIONS AND WARRANTIES

          Section 7.01. Representations and Warranties.

          Each Borrower represents and warrants to each Lender, acknowledging
and confirming that each Lender is relying on such representations and
warranties without independent inquiry in entering into this Agreement and
providing Accommodations that:

(a)       Incorporation and Qualification. Each Borrower is a corporation duly
incorporated, organized and validly existing under the laws of its jurisdiction
of incorporation as set forth in Schedule 7.01(p). At the date of this
Agreement, each of the Restricted Subsidiaries is a corporation duly
incorporated, organized and validly existing under the laws of its jurisdiction
of incorporation as set forth in Schedule 7.01(p). Each Borrower and each
Restricted Subsidiary is duly qualified, licensed or registered to carry on
business under the laws applicable to it in all jurisdictions in which failure
to be so qualified, licenced or registered would have a Material Adverse Effect.

(b)       Corporate Power. Each of the Borrowers and the Restricted Subsidiaries
has all requisite corporate power and authority to (i) own, lease and operate
its properties and assets and to carry on its business as now being conducted by
it, and (ii) enter into and perform its obligations under the Credit Documents
to which it is a party.

(c)       Conflict with other Instruments. The execution and delivery by each
Borrower and each Restricted Subsidiary and the performance by each of them of
its respective obligations under, and compliance with the terms, conditions and
provisions of, the Credit Documents to which it is a party will not (i) conflict
with or result in a breach of any of the terms, conditions or provisions of (t)
its constating documents or by-laws, (u) any applicable law, rule or regulation,
(v) any contractual restriction binding on or affecting it or its properties, or
(w) any judgment, injunction, determination or award which is binding on it, or
(ii) result in, require or permit (x) the imposition of any Lien in, on or with
respect to any of its assets or property, (y) the acceleration of the maturity
of any debt binding on or affecting any Borrower or Restricted Subsidiary, or
(z) any third party to terminate or acquire rights under any Material Agreement.

(d)       Corporate Action, Governmental Approvals, etc. The execution and
delivery of each of the Credit Documents by each Borrower and each Restricted
Subsidiary and the performance by the Borrowers and the Restricted Subsidiaries
of their respective obligations under the Credit Documents have been duly
<PAGE>

                                      -64-

authorized by all necessary corporate action including, without limitation, the
obtaining of all necessary shareholder consents. No authorization, consent,
approval, registration, qualification, designation, declaration or filing with
any Governmental Entity or other Person, is or was necessary in connection with
the execution, delivery and performance of obligations under the Credit
Documents except as are in full force and effect, unamended, at the date of this
Agreement.

(e)       Execution and Binding Obligation. This Agreement and the other Credit
Documents have been duly executed and delivered by each Borrower and each
Restricted Subsidiary which is a party thereto and constitute legal, valid and
binding obligations of each such Borrower and Restricted Subsidiary enforceable
against them in accordance with their respective terms, subject only to any
limitation under applicable laws relating to (i) bankruptcy, insolvency,
reorganization, moratorium or creditors' rights generally, and (ii) the
discretion that a court may exercise in the granting of equitable remedies.

(f)       Location of Business. At the date of this Agreement, the only
jurisdictions (or registration districts within such jurisdictions) in which a
Borrower or any Restricted Subsidiary has any place of business or stores any
tangible personal property are listed in Schedule 7.01(f).

(g)       Authorizations, etc. Each of the Borrowers and each of the Restricted
Subsidiaries possess all authorizations, permits, consents, registrations and
approvals necessary to properly conduct their respective businesses at full
operating capacity. All authorizations, permits, consents, registrations and
approvals which are material to a Borrower or any Restricted Subsidiary at the
date of this Agreement are set forth in Schedule 7.01(g).

(h)       Trademarks, Patents, etc. Each of the Borrowers and each of the
Restricted Subsidiaries possesses all the trademarks, trade names, copyrights,
patents and licences reasonably necessary for the conduct of their respective
businesses. To the best knowledge of the Borrowers, no Borrower nor any of the
Restricted Subsidiaries is infringing or is alleged to be infringing on the
rights of any Person with respect to any patent, trademark, trade name,
copyright (or any application or registration in respect thereof) licence,
discovery, improvement, process, formula, know-how, data, plan or specification.

(i)       Ownership of Property. Except for Permitted Liens, each of the
Borrowers and the Restricted Subsidiaries has good and marketable title in fee
simple to the Owned Properties and good, indefeasible and merchantable title to
all of its or their other properties and assets including, without limitation,
the tangible and intangible personal property reflected as assets in their books
and records. None of the Borrowers or any of the Restricted Subsidiaries (i)
owns any real property other than the Owned Properties, (ii) is bound by any
agreement to own or lease any real property except for the Leases, or, (iii) has
leased any of its Owned
<PAGE>

                                      -65-

Properties except pursuant to a Material Agreement. Each Borrower and each
Restricted Subsidiary owns, leases or has the lawful right to use all of the
assets necessary for the conduct of their respective businesses at full
operating capacity.

(j)       Leased Properties. Each Lease is in good standing and all amounts
owing under it have been paid by a Borrower or Restricted Subsidiary, as
applicable.

(k)       Work Orders. There are no outstanding work orders relating to the
Subject Properties from or required by any Governmental Entity, nor do the
Borrowers have notice of any possible impending or future work order.

(l)       Expropriation. No part of any of the Subject Properties or the
Buildings and Fixtures located on the Subject Properties has been taken or
expropriated by any Governmental Entity, no written notice or proceeding in
respect of an expropriation been given or commenced nor are any of the Borrowers
aware of any intent or proposal to give any such notice or commence any
proceedings.

(m)       Encroachments. Except for Permitted Liens or as specified in Schedule
7.01(m), the Buildings and Fixtures located at each of the Subject Properties
are located entirely within such Subject Property and are in conformity with
set-back and coverage requirements of all applicable Governmental Entities
except where failure to be so located or in conformity could not reasonably be
expected to have a Material Adverse Effect. There are no encroachments upon any
of the Subject Properties which could reasonably be expected to have a Material
Adverse Effect.

(n)       Compliance with Laws. Except as set forth in Schedule 7.01(n), each of
the Subject Properties has been used, and each of the Borrowers and each of the
Restricted Subsidiaries is, in compliance in all material respects with all
applicable laws, rules, regulations, by-laws, judgments, orders, decisions and
awards including Environmental Laws.

(o)       No Default. None of the Borrowers nor any of the Restricted
Subsidiaries is in violation of its constating documents, its by-laws or any
shareholders' agreement applicable to it.

(p)       Subsidiaries, etc. At the date of this Agreement (i) there are no
subsidiaries of Bracknell other than the subsidiaries identified as such in
Schedule 7.01(p), (ii) the share ownership of each of the Subsidiaries is as
described in Schedule 7.01(p), and (iii) the Borrowers and the Restricted
Subsidiaries are not, directly or indirectly, a member of, or participant in,
any partnership, joint venture or syndicate except as described in Schedule
7.01(p). Other than 3041768 Nova Scotia Company, none of the Borrowers or any of
the Restricted Subsidiaries is an unlimited liability company. Each of 1341996
Ontario Inc. and 1357248 Ontario
<PAGE>

                                      -66-

Inc. is a wholly-owned subsidiary of Bracknell, carries on no business and has
no assets or liabilities other than, in the case of 1341996 Ontario Inc., assets
held in trust for George L. Ploder and his estate pursuant to a trust agreement
dated March 8, 1999 between Bracknell and 1341996 Ontario Inc.

(q)       No Burdensome Agreements. Except as set forth in Schedule 7.01(q),
none of the Borrowers nor any of the Restricted Subsidiaries is a party to any
agreement or instrument or subject to any restriction (including any restriction
set forth in its constating documents, by-laws or any shareholders' agreement
applicable to it) which could reasonably be expected to have a Material Adverse
Effect.

(r)       No Litigation. Except as set forth in Schedule 7.01(r), there are no
material actions, suits, arbitrations or proceedings pending, taken or, to the
Borrowers' knowledge, threatened, before or by any Governmental Entity or other
Person affecting a Borrower or any Restricted Subsidiary. No law, rule,
regulation, by-law, decision, order or judgment which may affect a Borrower or
any of the Restricted Subsidiaries has been enacted, promulgated or applied
which challenges, or to the best knowledge of the Borrowers, has been proposed
which, in the reasonable opinion of the Majority Lenders, may challenge, the
validity or propriety of any Credit Document or the transactions contemplated
thereunder.

(s)       Environmental Compliance. Except as set out in Schedule 7.01(s), none
of the Subject Properties or other property or assets under the charge,
management or control of a Borrower or any of the Restricted Subsidiaries (i)
has ever been used by it, or to the best of the knowledge of the Borrowers, by
any other Person, as a waste disposal site or a landfill, or (ii) to the best of
the knowledge of the Borrowers, has any asbestos-containing materials, PCBs,
radioactive substances or underground storage systems, active or abandoned
located on, at or under it at the date of this Agreement. Except as set out in
Schedule 7.01(s), there are no contaminants located on, at or under any of the
Subject Properties which are of a nature or in such quantities that the
Borrower, a Restricted Subsidiary or any of the Subject Properties could be
subject to a remedial order or clean-up order issued by a Governmental Entity at
the date of this Agreement. To the knowledge of the Borrowers, no properties
adjacent to any of the Subject Properties are contaminated where such
contamination could, if it migrated to a Subject Property, have a Material
Adverse Effect. Except as set out in Schedule 7.01(s), neither the Borrowers nor
any of the Restricted Subsidiaries sends any hazardous substances for recycling,
disposal, treatment or other processing outside of Canada or the United States
at the date of this Agreement.

(t)       Pension Plans. Except as notified to the Administrative Agent,
Schedule 7.01(t) contains a list of all pension plans and Plans of the Borrowers
and the Restricted Subsidiaries. All contributions required under applicable law
have been made and each pension plan is fully funded on an ongoing and
termination
<PAGE>

                                      -67-

basis. The Borrowers, the Subsidiaries of any of the Borrowers and their ERISA
Affiliates have fulfilled their respective obligations under the minimum funding
standards of Section 302 of ERISA and Section 412 of the Code with respect to
each Plan. None of the Borrowers nor any of the Subsidiaries of any of the
Borrowers nor any ERISA Affiliate has incurred any Withdrawal Liability. No
Multiemployer Plan is in reorganization or has been terminated within the
meaning of Title IV of ERISA. Each employee benefit plan of any Borrower or any
of their respective Subsidiaries intending to qualify under Section 401(a) of
the Code, has received a letter from the Internal Revenue Service stating that
such plan qualifies and no event has occurred which could reasonably result in
revocation of any such letter.

(u)       Material Agreements, etc. As of the date of this Agreement, none of
the Borrowers nor any of the Restricted Subsidiaries is a party or otherwise
subject to or bound or affected by any Material Agreement, except as set out in
Schedule 7.01(u). Except as set forth in Schedule 7.01(u), all such Material
Agreements are in full force and effect and none of the Borrowers or any of the
Restricted Subsidiaries, or to the best of the Borrowers' knowledge, any other
party to any Material Agreement has defaulted under any of the Material
Agreements. To the best of the Borrowers' knowledge, no event has occurred
which, with the giving of notice, lapse of time or both, would constitute a
default under, or in respect of, any Material Agreement. There is no dispute
regarding any Material Agreement which is not reasonably expected to be resolved
in the ordinary course of business and in accordance with normal commercial
practice.

(v)       Labour Matters. Schedule 7.01(v) sets forth all labour contracts to
which the Borrowers or any Restricted Subsidiary is a party as of the date of
this Agreement. There are no existing or, to the best of the Borrowers'
knowledge, threatened strikes, lock-outs or other disputes (other than non-
material grievances) relating to any collective bargaining agreement to which a
Borrower or any Restricted Subsidiary is a party.

(w)       Books and Records. All books and records of the Borrowers and the
Restricted Subsidiaries have been fully, properly and accurately kept and
completed in accordance with GAAP and there are no material inaccuracies or
discrepancies of any kind contained or reflected therein. The Borrowers' and the
Restricted Subsidiaries' records, systems, controls, data or information are not
recorded, stored, maintained, operated or otherwise wholly or partly dependent
upon or held by any means (including any electronic, mechanical or photographic
process, whether computerized or not) which (including all means of access
thereto and therefrom) are not under the direct control of the Borrowers. The
Borrowers and each of the Restricted Subsidiaries have (i) maintained all their
environmental and operating records in the manner and for the periods required
by applicable Environmental Law, and (ii) filed all reports which are required
by applicable Environmental Law to be filed on the happening of any reportable
event.
<PAGE>

                                      -68-

(x)       Tax Liability. The Borrowers and each of the Restricted Subsidiaries
have filed all tax and information returns which are required to be filed and
the information contained in such returns is correct and complete and reflects
accurately all liability for taxes for the period covered. The Borrowers and
each of the Restricted Subsidiaries have paid all taxes, interest and penalties,
if any, which have become due pursuant to such returns or pursuant to any
assessment received by any of them other than those in respect of which
liability based on such returns is being contested in good faith and by
appropriate proceedings where adequate reserves have been established in
accordance with GAAP. Adequate provision for payment has been made for taxes not
yet due. There are no tax disputes existing or pending involving a Borrower, any
of the Restricted Subsidiaries or the Business which could reasonably be
expected to have a Material Adverse Effect.

(y)       Corporate Structure. At the date of this Agreement, the only
shareholders of Bracknell holding greater than 5% of the issued and outstanding
shares of Bracknell are as set forth in Schedule 7.01(y). Schedule 7.01(y) sets
forth the complete particulars at the date of this Agreement of (i) such
shareholders, (ii) the interest of each such shareholder and their respective
interests. Except as set forth in Schedule 7.01(y), at the date of this
Agreement none of the shareholders is a party to any unanimous shareholders or
other agreement relating to the shares owned by such shareholder.

(z)       Financial Statements. The October 31, 1999 audited consolidated and
the July 31, 2000 unaudited consolidated financial statements of Bracknell and
the July 31, 2000 unaudited consolidated financial statements of Nationwide,
copies of each of which have been furnished to the Administrative Agent and the
Lenders, fairly present the consolidated financial position of the Borrowers and
the Restricted Subsidiaries at such dates and the consolidated results of the
operations and changes in financial position of the Borrowers and the Restricted
Subsidiaries for such period, all in accordance with GAAP. Between July 31, 2000
and the Closing Date, there has been no adverse change in the financial position
or results of operations of the Borrowers and the Restricted Subsidiaries.

(aa)      Margin Stock. None of the Borrowers nor any of the Restricted
Subsidiaries is engaged in the business of extending credit for the purpose of
purchasing or acquiring any "margin stock" within the meaning of Regulation U
(12 CFR Part 221), of the Board of Governors of the Federal Reserve System
("Margin Stock") and no proceeds of any Accommodation will be used to purchase
or carry any Margin Stock.

(bb)      Investment Company Act. None of the Borrowers nor any of the
Restricted Subsidiaries is an "investment company" within the meaning of the
Investment Company Act of 1940, as amended, or a "holding company", or a
"subsidiary company" of a "holding company", or an "affiliate" of a "holding
<PAGE>

                                      -69-

company", or of a "subsidiary company" of a "holding company" within the meaning
of the Public Utility Holding Company Act of 1935, as amended.

(cc)      Disclosure. All (i) forecasts and projections supplied to the
Administrative Agent and the Lenders were prepared in good faith, adequately
disclosed all relevant assumptions and are reasonable, and (ii) other written
information supplied to the Administrative Agent and the Lenders is true and
accurate in all material respects. There is no fact known to the Borrowers which
could reasonably be expected to have a Material Adverse Effect and which has not
been fully disclosed to the Administrative Agent and the Lenders. No event has
occurred which could be reasonably anticipated to have a Material Adverse Effect
since the date of this Agreement.

          Section 7.02. Survival of Representations and Warranties.

          The representations and warranties in this Agreement and in any
certificates or documents delivered to the Administrative Agent and the Lenders
shall not merge in or be prejudiced by and shall survive any Accommodation and
shall continue in full force and effect so long as any amounts are owing by the
Borrowers to the Lenders under this Agreement.

                      ----------------------------------
<PAGE>

                                      -70-

                                   ARTICLE 8

                           COVENANTS OF THE BORROWER

          Section 8.01. Affirmative Covenants.

          So long as (i) any amount owing under this Agreement remains unpaid or
any Lender has any obligation under this Agreement; and (ii) any amount owing
under the Bracknell Limited Partnership Facility remains unpaid or any Lender
(as defined in the Bracknell Limited Partnership Facility) has any obligation
thereunder and unless consent is given in accordance with Section 11.01, each of
the Borrowers shall:

(a)       Financial Reporting. Deliver to the Administrative Agent (with
sufficient copies for each of the Lenders):

          (i)   as soon as practicable and in any event within 60 days after the
                end of each of the first three Financial Quarters in each
                Financial Year (or if an earlier date is required by public
                filing requirements, such earlier date), (y) a consolidated
                balance sheet of each of the Borrowers as of the end of the
                Financial Quarter, and (z) the related consolidated statements
                of earnings and changes in financial position for the Financial
                Quarter and for the period commencing at the end of the previous
                Financial Year and ending with the end of the Financial Quarter;
                in each case prepared in accordance with GAAP and (except for
                the statement of changes in financial position) setting forth in
                comparative form the figures for the corresponding Financial
                Quarter and corresponding portion of the previous Financial
                Year;

          (ii)  as soon as practicable and in any event within 120 days after
                the end of each Financial Year (or if an earlier date is
                required by public filing requirements, such earlier date), a
                copy of the audited consolidated financial statements of each of
                the Borrowers for the Financial Year prepared in accordance with
                GAAP and reported on by Bracknell's independent auditors;

          (iii) together with each such delivery of financial statements, a
                Compliance Certificate;

          (iv)  as soon as practicable and, in any event prior to the earlier of
                (A) the date which is 10 days after approval of the Annual
                Business Plan by the board of directors of Bracknell, and (B) 60
                days after
<PAGE>

                                      -71-

               the end of each Financial Year, the Annual Business Plan together
               with a detailed budget for the following Financial Year providing
               supplementary detailed schedules and information supplementary to
               and consistent with such Annual Business Plan; and

          (v)  as soon as practicable and in any event within 45 days after the
               end of each Financial Quarter or otherwise promptly at the
               request of the Administrative Agent, a certificate of the chief
               financial officer of Bracknell setting out, as of the end of such
               Financial Quarter or otherwise as of the date of the certificate,
               the Borrowers' Mark-to-Market Exposure under all Hedging
               Agreements and all material terms of all Hedging Agreements
               (including, without limitation, the parties, their effective
               dates, notional amounts, currency, applicable rates, amortization
               and maturity date) and such other information as may be
               reasonably requested by the Administrative Agent to verify the
               Borrowers' Mark-to-Market Exposure under the Hedging Agreements.

(b)       Environmental Reporting. Promptly, and in any event within 10 days,
deliver to the Administrative Agent (with sufficient copies for each of the
Lenders) a detailed statement describing any of the following occurrences:

          (i)   any order or judgment of any Governmental Entity requiring a
                Borrower or any of the Restricted Subsidiaries to incur
                Environmental Liabilities (w) in excess of $500,000 in any one
                instance, (x) together with all other expenditures incurred in
                respect of Environmental Liabilities in any Financial Year, in
                excess of $500,000 in the aggregate,

          (ii)  any state of affairs on any of the Subject Properties or with
                respect to the Business which could reasonably be expected to
                result in the incurrence of Environmental Liabilities (y) in
                excess of $500,000 in any one instance, or (z) together with all
                other expenditures incurred in respect of Environmental
                Liabilities in any Financial Year, in excess of $500,000 in the
                aggregate, and

          (iii) the action taken or proposed to be taken in connection with such
                occurrences.

(c)       Additional Reporting Requirements. Deliver to the Administrative Agent
(with sufficient copies for each of the Lenders):

          (i)   as soon as practicable, and in any event within one Business Day
                after the occurrence of each Default or Event of Default, a
<PAGE>

                                      -72-

                statement of the chief financial officer of Bracknell or any
                other officer acceptable to the Administrative Agent setting
                forth the details of the Default or Event of Default and the
                action which the Borrowers propose to take or have taken,

          (ii)  promptly in writing a notice of any previously undisclosed (u)
                material actions, suits, arbitrations or proceedings pending,
                taken or threatened before or by any Governmental Entity or
                other Person affecting a Borrower or any Restricted Subsidiary,
                (v) locations where contaminants generated by a Borrower or any
                Restricted Subsidiary are disposed of, treated or otherwise
                dealt with, (w) a material lease or an acquisition of real
                property by a Borrower or any Restricted Subsidiary, (x)
                material authorizations, permits or licences which become
                necessary, (y) Material Agreements, and (z) labour contracts or
                collective agreements of a Borrower or any Restricted
                Subsidiary,

          (iii) promptly in writing a notice of any default, or event, condition
                or occurrence which with notice or lapse of time, or both, would
                constitute a default under any agreement in respect of Debt to
                which a Borrower or any of its Restricted Subsidiaries is a
                party and under which a Borrower or any such Subsidiary owes
                (contingently or otherwise) at least $2,000,000 (or the
                equivalent amount in any other currency),

          (iv)  promptly in writing a notice of any waiver of any material
                provision of, or, material amendment to, any Material Agreement
                or any revocation or termination of, any Material Agreement
                other than as a result of the completion of the Material
                Agreement in accordance with its terms,

          (v)   promptly in writing a notice of any intended change of auditors
                or the Financial Year and the reasons therefor,

          (vi)  promptly in writing a notice of any intended change of bonding
                companies and the reasons therefor,

          (vii) from time to time upon the reasonable request of the
                Administrative Agent, evidence of the maintenance of all
                insurance required to be maintained pursuant to this Agreement,
                including originals or copies as the Administrative Agent may
                reasonably request of policies, certificates of insurance,
                riders, endorsements and proof of premium payments,
<PAGE>

                                      -73-


          (viii)  promptly upon their issuance, copies of all notices, reports,
                  press releases, circulars, offering documents and other
                  documents filed with, or delivered to, any stock exchange or
                  the Ontario Securities Commission or a similar Governmental
                  Entity in any other jurisdiction, and

          (ix)    such other information respecting the condition or operations,
                  financial or otherwise, of the Business or a Borrower or any
                  Restricted Subsidiary as the Administrative Agent, on behalf
                  of the Lenders, may from time to time reasonably request.

(d)       Corporate Existence. Except as otherwise permitted in this Agreement,
preserve and maintain, and cause each of the Restricted Subsidiaries to preserve
and maintain, its corporate existence.

(e)       Compliance with Laws, etc. Comply, and cause each of the Restricted
Subsidiaries to comply with the requirements of all applicable laws, rules,
regulation, by-laws, judgments, orders, decisions and awards, non-compliance
with which could reasonably be expected to have a Material Adverse Effect.

(f)       Status of Accounts and Collateral.  With respect to the Collateral:

          (i)  maintain all books and records pertaining to the Collateral in
                accordance with good business practice,

          (ii)  immediately notify the Administrative Agent if any account in
                excess of $1,000,000 arises out of contracts with any
                Governmental Entity, and execute any instruments and take any
                steps required by the Majority Lenders in order that all moneys
                due or to become due under the contract are assigned to the
                Lenders and notice of such assignment to be given to the
                Governmental Entity,

          (iii) report immediately to the Administrative Agent any matters
                materially adversely affecting the value, enforceability or
                collectibility of any of the Collateral, and

          (iv)  if any amount payable under or in connection with any account in
                excess of $500,000 is evidenced by a promissory note or other
                instrument, immediately pledge, endorse, assign and deliver to
                the Lenders the promissory note or instrument, as additional
                Collateral.

(g)       Credit Policy and Accounts Receivable. Maintain, at all times, credit
policies consistent with good business practices, adhere to such policies and
collect,
<PAGE>

                                      -74-

and cause each of the Restricted Subsidiaries to collect, accounts receivable in
the ordinary course of business.

(h)       Conduct of Business and Hedging Policy. Conduct, and cause each of the
Restricted Subsidiaries to conduct, in each Financial Year, the Business in
accordance with good business practice; and maintain, and cause each of the
Restricted Subsidiaries to maintain, a hedging policy of not speculating in
commodities.

(i)       Environmental Investigations. Promptly, if the Administrative Agent
has a good faith concern that a discharge of a contaminant has occurred or a
condition exists on any of the Subject Properties or with respect to the
Business or any of the Assets that could have a Material Adverse Effect, cause
to be conducted such environmental investigations (including without limitation,
environmental site assessments and environmental compliance reviews as are
reasonably required by the Administrative Agent) by an environmental consultant
approved by the Administrative Agent, such approval not to be unreasonably
withheld, and remedy any condition or non-compliance with Environmental Laws
revealed by any such investigation.

(j)       Maintenance of Properties, etc. Maintain and preserve, and cause each
of the Restricted Subsidiaries to maintain and preserve, all of its and their
properties used or useful in its and their business in good repair, working
order and condition (reasonable wear and tear excepted) where failure to
maintain or preserve the properties in that state could reasonably be expected
to have a Material Adverse Effect. From time to time, make all needful and
proper repairs, renewals, replacements, additions and improvements to the
Subject Properties, so that the Business or business, as the case may be, may be
properly and advantageously conducted at all times in accordance with prudent
business management.

(k)       Auditors. Appoint and maintain as its auditors a firm of national
standing.

(l)       Payment of Taxes and Claims. Pay and discharge and cause each of the
Restricted Subsidiaries to pay and discharge, when due, (i) all taxes,
assessments and governmental charges or levies imposed upon it or upon its
income, sales, capital or profit or any other property belonging to it or upon
the Subsidiaries, and (ii) all claims which, if unpaid, might by law become a
Lien upon its assets except any such tax, assessment, charge, levy or claim
which is being contested in good faith and by proper proceedings and in respect
of which the Borrowers or the Restricted Subsidiaries have established adequate
reserves in accordance with GAAP or which are Permitted Liens.

(m)       Keeping of Books. Keep, and cause each of the Restricted Subsidiaries
to keep, proper books of record and account, in which full and correct entries
shall
<PAGE>

                                      -75-

be made of all financial transactions and the assets and business in accordance
with GAAP.

(n)       Visitation and Inspection. At any reasonable time or times, permit
each Lender and the Administrative Agent to visit the properties of the
Borrowers and the Restricted Subsidiaries, and to discuss their affairs,
finances and accounts with the officer appointed as (or performing the functions
of) the chief financial officer of the Borrower.

(o)       Maintenance of Insurance. Maintain, in respect of itself and each of
the Restricted Subsidiaries, insurance (including environmental liability
insurance) at all times with responsible insurance carriers and in such amounts
and covering such risks as are usually carried by companies engaged in similar
businesses and owning similar properties in the same general areas in which the
Borrower or such Subsidiaries, as the case may be, operate, such policies to
show the Administrative Agent and the Lenders as a loss payee and additional
insured under a mortgagee clause in a form approved by the Insurance Bureau of
Canada and the equivalent governing body of the United States of America, as
applicable.

(p)       Proceeds.  Use the proceeds of all Accommodations solely for the
purposes specified in Section 2.03.

(q)       Maintenance of Bonding Capacity. Maintain, in respect of itself and
each of the Restricted Subsidiaries, bonding capacity at all times with
responsible companies and in such amounts and covering such risks as are usually
carried by companies engaged in similar businesses and owning similar properties
in the same general areas in which the Borrower or such Subsidiaries, as the
case may be, operate.

(r)       Inactive Subsidiaries. Within (i) 30 days after the Closing Date for
the Subsidiaries listed on Part I of Schedule 8.01(r); and (ii) 180 days of the
Closing Date for the Subsidiaries listed in Part II of Schedule 8.01(r), either
(y) wind-up, or dissolve or dispose of, the Subsidiaries listed on Schedule
8.01(r), or (ii) cause the Subsidiaries listed in Schedule 8.01(r) to take all
steps necessary to become Restricted Subsidiaries.

(s)       Cure Defects. Promptly cure or cause to be cured any defects in the
execution and delivery of any of the Credit Documents or any defects in the
validity or enforceability of any of the Security and at its expense, execute
and deliver or cause to be executed and delivered, all such agreements,
instruments and other documents as the Administrative Agent may consider
necessary or desirable for the foregoing purposes.

(t)       Further Assurances. At its cost and expense, upon request of the
Administrative Agent, execute and deliver or cause to be executed and delivered
to the Administrative Agent such further instruments and do and cause to be done
<PAGE>

                                      -76-

such further acts as may be necessary or proper in the reasonable opinion of the
Administrative Agent to carry out more effectively the provisions and purposes
of the Credit Documents.

          Section 8.02. Negative Covenants.


          So long as (i) any amount owing under the Credit Agreement remains
unpaid or any Lender or the Administrative Agent has any obligation under this
Agreement; and (ii) any amount owing under the Bracknell Limited Partnership
Facility remains unpaid or any Lender (as defined in the Bracknell Limited
Partnership Facility) has any obligation thereunder and, unless consent is given
in accordance with Section 11.01, none of the Borrowers shall:

(a)       Debt. Create, incur, assume or suffer to exist or permit any of the
Restricted Subsidiaries to create, incur, assume or suffer to exist any Debt
other than (i) Debt to the Lenders under this Agreement, (ii) Debt incurred in
respect of Purchase Money Mortgages up to an aggregate outstanding amount, at
any time, of U.S. $15,000,000 (or the equivalent amount in any other currency),
(iii) Debt described in Schedule 8.02(a) or any refinancing, replacement or
renewals of such Debt not exceeding in principal amount, rate of amortization
and interest rate, the amount outstanding, rate of amortization and the interest
rate, respectively, on the date of the refinancing, renewal or replacement, and
otherwise on terms and conditions not materially more restrictive than the terms
and conditions of the Debt to be refinanced, renewed or replaced, (iv) Debt
between and among the Borrowers and the Restricted Subsidiaries, (v)
Subordinated Debt provided no Default has occurred or is continuing or would
result from the incurrence thereof and the Borrowers are in pro forma compliance
with the financial covenants in Section 8.03 after giving effect to the
incurrence thereof, (vi) letters of credit issued by Persons which are not
Lenders but which are guaranteed by Documentary Credits issued pursuant to this
Agreement, (vii) Debt permitted in writing by the requisite Lenders as part of
their approval of a Permitted Acquisition, and (viii) Debt under the Bracknell
Limited Partnership Facility.

(b)       Liens. Create, incur, assume or suffer to exist, or permit any of the
Restricted Subsidiaries to create, incur, assume or suffer to exist, any Lien on
any of their respective properties or assets other than (i) Permitted Liens, and
(ii) Liens granted to secure permitted Hedging Agreements.

(c)       Mergers, Etc. Except as specifically permitted by the requisite
Lenders as part of their approval of a Permitted Acquisition and subject to the
next following sentence, enter into, or permit any of the Restricted
Subsidiaries to enter into, any transaction (whether by way of reorganization,
consolidation, amalgamation, winding-up, merger, sale, lease or otherwise)
whereby (i) all or any substantial part of its undertaking or assets would
become the property of any other Person, or (ii) Bracknell ceases to hold,
directly or indirectly, 100% of the shares of
<PAGE>

                                      -77-

its Restricted Subsidiaries, or (iii) an Acquisition of Control would occur. The
Borrowers and any Restricted Subsidiary or any Restricted Subsidiary and any
other Restricted Subsidiary may enter into such transactions with each other if
(v) immediately after giving effect to the transaction, no event shall have
occurred and be continuing which constitutes a Default or Event of Default, (w)
in the case of a transaction involving a Borrower or any Restricted Subsidiary
incorporated under the laws of Canada or one of its provinces or territories,
the continuing corporation is also a corporation existing under the laws of
Canada or one of its provinces or territories, (x) in the case of any
transaction involving only Restricted Subsidiaries incorporated outside of
Canada or one of its provinces or territories, the continuing corporation shall
be a corporation incorporated under the laws of one of the states of the United
States of America, (y) where the predecessor corporation was either a Borrower
or a Restricted Subsidiary, the continuing corporation assumes the Borrower's or
the Restricted Subsidiary's obligations, if any, under the Credit Documents
pursuant to an agreement in form and substance satisfactory to the
Administrative Agent, and (z) the Lenders receive an opinion of counsel to the
Borrower and the Restricted Subsidiary, acceptable to them, that the transaction
complies with this Section 8.02(c).

(d)       Disposal of Assets Generally. Sell, exchange, lease, release or
abandon or otherwise dispose of, or permit any of the Restricted Subsidiaries to
sell, exchange, lease, release or abandon or otherwise dispose of, any assets or
properties or interests therein (including, its interest in any Non-Recourse
Subsidiary) to any Person other than (i) property or assets which have no
material economic value in the Business or are obsolete, (ii) dispositions
pursuant to a transaction permitted by Sections 8.02(c) and (e), (iii)
dispositions of assets in the ordinary course of business provided the sale
prices do not exceed $1,000,000 in aggregate in any Financial Year, (iv)
dispositions which have been specifically approved by the requisite Lenders as
part of their approval of a Permitted Acquisition, (v) dispositions pursuant to
Section 8.01(r), and (vi) bona fide sales at fair market value provided that:

          A.   the Net Proceeds of such dispositions are used for Permitted
               Acquisitions within a period of three months following the
               closing date of such disposition or if the Borrowers fail to use
               such Net Proceeds for Permitted Acquisitions, the Borrowers shall
               prepay the Credit Facilities in accordance with Section 2.04(5),
               and

          B.   the Borrowers will remain in compliance with all financial
               covenants set out in Section 8.03 on a pro forma basis after
               taking into account such dispositions.
<PAGE>

                                      -78-

Nothing in this Section 8.02(d) shall apply to, or be deemed to permit, any of
the transactions otherwise prohibited or restricted in Section 8.02(c).

(e)       Transactions with Related Parties. Except as otherwise permitted in
Sections 8.02(a), (c), (h) and (i), directly or indirectly, itself or allow any
Restricted Subsidiary, to enter into any contract with, make any financial
accommodation for or otherwise enter into any transaction with a Related Party
except (i) in the ordinary course of and pursuant to the reasonable requirements
of business and at prices and on terms not less favourable to the Borrower or
such Restricted Subsidiary, as the case may be, than could be obtained in a
comparable arm's length transaction with a Person who is not a Related Party, or
(ii) the assignment of contracts by the Borrower or a Restricted Subsidiary to
another Borrower or Restricted Subsidiary.

(f)       Change in Business. Make any change in the nature of the Business or
permit any of the Restricted Subsidiaries to make any change in the nature of
its business.

(g)       Share Capital. Issue shares, or any options, warrants or securities
convertible into shares, except (i) to (y) a Borrower, in the case of the
Restricted Subsidiaries, or (z) the Restricted Subsidiaries in the case of other
Restricted Subsidiaries, if, in each case, the shares, options, warrants or
securities have been pledged to the Administrative Agent pursuant to the
Security Documents, (ii) an issue of shares, options or warrants of Bracknell or
securities of Bracknell convertible into shares provided such issuance does not
result in an Acquisition of Control, or (iii) as specifically permitted by the
requisite Lenders as part of their approval of a Permitted Acquisition.

(h)       Distributions. Declare, make or pay or permit any Restricted
Subsidiary to declare, make or pay any Distributions, except (provided that no
Default or Event of Default has occurred and is continuing or could result
therefrom) that State, Nationwide or any Restricted Subsidiaries may (i) make
payments on account of Debt owing to a Borrower or any Restricted Subsidiary,
and (ii) declare and pay dividends to a Borrower or any Restricted Subsidiary.

(i)       Investments. Make or permit any of the Restricted Subsidiaries to
make, any Investment in any Person, except for (i) foreign currency hedges,
interest rate swaps or similar interest rate and currency hedging obligations or
agreements permitted pursuant to Section 8.02(l), (ii) inter-company loans and
Investments between a Borrower and a Borrower or a Restricted Subsidiary or
between Restricted Subsidiaries provided that if the lender is a Borrower or a
Restricted Subsidiary located in the United States of America, the inter-company
loans are evidenced by a promissory note and security satisfactory to the
Administrative Agent which have been assigned to the Administrative Agent as
Security, (iii) investments in securities of a Borrower or a Restricted
Subsidiary by another
<PAGE>

                                      -79-

Borrower or Restricted Subsidiary in accordance with an issuance permitted
pursuant to Section 8.02(g), (iv) Cash Equivalents, (v) Investments in Joint
Ventures permitted pursuant to Section 8.02(w), (vi) Investments approved in
writing by the Supermajority Lenders, or all the Lenders as the case may be, as
part of their approval of a Permitted Acquisition, and (vii) such other
Investments as the Majority Lenders may approve in writing in the exercise of
their sole discretion.

(j)       Acquisitions. Make or permit any of its Restricted Subsidiaries to
make any Acquisition, unless (so long as no Default or Event of Default has
occurred and is continuing or would result therefrom) (i) (y) the Acquisition
has a Total Enterprise Value of less than U.S.$15,000,000 individually or in the
aggregate with other Acquisitions in any Financial Year made without consent
under this Section 8.02(j)(i)(y), or (z) in the case of Acquisitions in respect
of which the Total Enterprise Value is greater than or equal to U.S.$15,000,000
individually or in aggregate with other Acquisitions in any Financial Year, the
prior written consent (which may be withheld in the sole discretion of the
Lenders) of the Supermajority Lenders is obtained, (ii) the Acquisition is
consistent with the most recently delivered Annual Business Plan, (iii) the
Acquisition is or is in the Business, (iv) if the Acquisition is an acquisition
of shares of a Person, Bracknell acquires all the issued and outstanding shares
of the Person, (v) the Acquisition is not a hostile take-over bid, and (vi) the
Acquisition is in respect of a business whose assets are located in Canada or
the United States of America and the Administrative Agent on behalf of the
Lenders will have first-ranking security interest over the assets to be
acquired, subject to Permitted Liens. Bracknell shall provide to the
Administrative Agent as soon as possible in connection with any proposed
Acquisition:

          A.   a copy of the proposed acquisition agreement, when available;

          B.   financial statements (audited, if available) of the business
               being acquired for three prior fiscal years (or as many prior
               fiscal years as the business has been in existence if it has been
               in existence for less than three fiscal years);

          C.   unconsolidated and consolidated financial forecasts for the
               business being acquired up to the end of the first Financial
               Quarter following the Relevant Repayment Date;

          D.   a detailed business plan, analysis or similar report and pro
               forma financial statements and statement of sources and uses of
               Bracknell on a consolidated basis showing the impact of the
               Acquisition on the business and financial prospects of the
               Borrowers and the Restricted Subsidiaries for a period up to the
               Relevant Repayment Date;
<PAGE>

                                      -80-

          E.   a pro forma Compliance Certificate setting out the aggregate
               purchase price of all Acquisitions in the relevant Financial Year
               and stating that after the Acquisition, the Borrowers will be in
               compliance with all covenants, including financial covenants,
               referred to herein and that such Acquisition will not result in
               the occurrence of a Default or Event of Default; and

          F.   such other information as the Administrative Agent may reasonably
               request.

(k)       Lease-Backs. Enter into or permit any of the Restricted Subsidiaries
to enter into any arrangements, directly or indirectly, with any Person, whereby
a Borrower or such Subsidiary, as the case may be, shall sell or transfer any
property, whether now owned or hereafter acquired, used or useful in the
Business, in connection with the rental or lease of the property so sold or
transferred or of other property for substantially the same purpose or purposes
as the property so sold or transferred.

(l)       Hedging. Enter into or allow any of its Restricted Subsidiaries to
enter into any Hedging Agreements other than (i) pari passu Hedging Agreements
with a Lender or an Affiliate thereof, provided that, at all times, the
aggregate Borrowers' Mark-to-Market Exposure of all such Hedging Agreements does
not exceed U.S.$25,000,000, and (ii) Hedging Agreements with a Lender or an
Affiliate thereof which are subordinated to the pari passu Hedging Agreements
referred to in paragraph (i). For purposes of paragraph (i) above, a Hedging
Agreement with a Lender or an Affiliate thereof shall be a pari passu Hedging
Agreement if, on the effective date of any such Hedging Agreement, the Borrower
or the hedging provider shall have delivered to the Administrative Agent a
report of the hedging provider setting out the Borrowers' Mark-to-Market
Exposure and the material terms of the Hedging Agreement (including its
effective date, notional amount, currency, applicable rates, amortization and
maturity date), and such other information as may be reasonably requested by the
Administrative Agent in order to enable it to verify the Borrowers' Mark-to-
Market Exposure of such Hedging Agreement and allocate to it a share of the pari
passu entitlement.

(m)       Subsidiaries. Except as specifically permitted by the requisite
Lenders as part of their approval of a Permitted Acquisition or as otherwise
permitted pursuant to Section 8.02(v), incorporate or acquire any subsidiaries
or commence to carry on the Business, otherwise than through a Borrower or a
Restricted Subsidiary existing as of the date of this Agreement except a
subsidiary which (i) is a wholly-owned subsidiary of Bracknell incorporated
under the laws of Canada or one of its provinces or territories or any state of
the United States of America, and (ii) has executed and delivered to the
Administrative Agent an unconditional and unlimited guarantee of all obligations
of the Borrowers under this Agreement and the other Credit Documents together
with Security over all of its property and
<PAGE>

                                      -81-

assets and accompanied by opinions satisfactory to the Administrative Agent.
Permit any Non-Recourse Subsidiary to have any Debt which cross-defaults or
cross-accelerates to any Debt of a Borrower or any of the Restricted
Subsidiaries or in respect of which a Borrower or a Restricted Subsidiary is
contingently liable. Permit a Borrower or a Restricted Subsidiary to enter into
any agreement which requires it to maintain or preserve the Non-Recourse
Subsidiary's financial position or to cause such Subsidiary to achieve any
specified financial or operating results.

(n)       Compromise of Accounts. Compromise or adjust or permit any of the
Restricted Subsidiaries to compromise or adjust any of its accounts receivable
(or extend the time for payment thereof) or grant any discounts, allowances or
credits, in each case other than in the normal course of business.

(o)       Invoices. Redate any invoice or sale or provision of service or make
sales or provide services on extended dating beyond that customary in the
Business or the business of the Restricted Subsidiaries.

(p)       Business Outside Certain Jurisdictions. Have or permit any of the
Restricted Subsidiaries to have any place of business or keep or store any
tangible property outside of those jurisdictions (or registration districts
within such jurisdictions) set forth in Schedule 7.01(f) except upon 15 days'
written notice to the Administrative Agent, and (ii) unless the Borrowers have
done or caused to be done all such acts and things and executed and delivered or
caused to be executed and delivered all such deeds, transfers, assignments and
instruments as the Administrative Agent may reasonably require for perfecting a
security interest in such property in favour of the Administrative Agent and the
Lenders.

(q)       Material Agreements. Allow any amendments to any Material Agreement
which could reasonably be expected to have a Material Adverse Effect.

(r)       Payments in Ordinary Course of Business, etc. Make, or permit any
Restricted Subsidiary to make, any payments outside the ordinary course of
business, make any prepayments of professional fees or place any funds on trust
with third parties other than in the ordinary course of business.

(s)       Hazardous Substances, etc. Except as disclosed in Schedule 7.01(s),
permit any asbestos, asbestos-containing materials, PCBs, radioactive substances
or other contaminants which could be the subject of a clean-up order to be
located on, at or under any of the Subject Properties. Except as disclosed in
Schedule 7.01(s), permit any underground storage vessels to be located or
installed at any of the Subject Properties.

(t)       Capital Expenditures. Make or commit to make or permit any of the
Restricted Subsidiaries to make or commit to make, Capital Expenditures
exceeding U.S.$15,000,000 in the aggregate in any Financial Year.
<PAGE>

                                      -82-

(u)       Outstanding Accounts Payable. Permit Nationwide or any Restricted
Subsidiary formed under the laws of the United States of America or any state
thereof to have (i) more than twenty-five percent (25%) of its past due accounts
payable outstanding for more than 75 days, or (ii) any accounts payable
outstanding for more than 120 days, other than, in each case, accounts payable
which are being disputed in good faith by appropriate proceedings and for which
a Borrower or a Restricted Subsidiary has provided adequate reserves in
accordance with GAAP.

(v)       Non-Recourse Joint Ventures. Make or allow any Restricted Subsidiary
to make an Investment in a Joint Venture unless (so long as no Default or Event
of Default has occurred or is continuing or would result therefrom): (i) the
Joint Venture is in the Business and has been incorporated for a specific
project; (ii) the assets of the Joint Venture are located in Canada, the United
States of America, the Bahamas or any other country acceptable to the Majority
Lenders; (iii) the Administrative Agent, on behalf of the Lenders, has a first-
ranking security interest on the shares owned by the Borrower or Restricted
Subsidiary in the Joint Venture and Bracknell has delivered to the
Administrative Agent a satisfactory opinion of counsel with respect to the
ownership and pledging of such shares; (iv) all advances or other loans to the
Joint Venture by the Borrowers or the Restricted Subsidiaries are evidenced by a
promissory note assigned and delivered to the Administrative Agent immediately
after such advance or loan has been made; (v) the aggregate amount of all
Investments (whether by way of cash, loans, shares or otherwise) in the Joint
Ventures does not, at any time, exceed 10% of Consolidated Net Worth; and (vi)
the aggregate amount of the Investment (whether by way of cash, loans, shares or
otherwise) in any one Joint Venture, does not exceed, at any time, 5% of
Consolidated Net Worth.

          Section 8.03. Financial Covenants.

          So long as (i) any amount owing under this Agreement remains unpaid or
any Lender has any obligation under this Agreement, and (ii) any amount owing
under the Bracknell Limited Partnership Facility remains unpaid or any Lender
(as defined in the Bracknell Limited Partnership Facility) has any obligation
thereunder and unless consent is given in accordance with Section 11.01, the
Borrowers shall:

(a)       Total Debt to Capitalization. Ensure, at all times, that Total Debt
does not exceed (i) 75% of Capitalization for the Financial Quarters ended April
30, 2000 and July 31, 2000; (ii) 65% of Capitalization for the Financial
Quarters ended October 31, 2000 and January 31, 2001; and (iii) 50% of
Capitalization for each Financial Quarter thereafter.

(b)       Maintenance of Total Net Debt to Consolidated EBITDA Ratio. Maintain,
at all times, a maximum ratio, calculated at the end of each Financial Quarter
for the four consecutive Financial Quarters then ended, of Total Net Debt to
Consolidated EBITDA of (i) 4.25:1 for the Financial Quarter ended April 30,
<PAGE>

                                      -83-

2000; (ii) 3.75:1 for the Financial Quarter ended July 31, 2000; (iii) 3.50:1
for the Financial Quarters ended October 31, 2000 and January 31, 2001; and (iv)
3.0:1 thereafter.

(c)       Maintenance of Interest Coverage Ratio. Maintain, at all times, a
minimum ratio, calculated as at the end of each Financial Quarter for the four
consecutive Financial Quarters then ended, of Consolidated EBITDA to
Consolidated Interest Expense of 3.0:1.

(d)       Maintenance of Debt Service Ratio. Maintain, at all times, a minimum
ratio, calculated at the end of each Financial Quarter of Consolidated EBITDA to
Consolidated Debt Service of (i) 1.25:1 for the Financial Quarters ended April
30, 2000 and July 31, 2000; (ii) 1.50:1 for the Financial Quarters ended October
31, 2000, January 31, 2001, April 30, 2001, July 31, 2001 and October 31, 2001;
and (iii) 1.75:1 for each Financial Quarter thereafter based on the four
Consecutive Financial Quarters then ended and Consolidated Debt Service shall be
calculated on Bracknell's reasonable projections for the four following
Financial Quarters.

(e)       Senior Net Debt to Consolidated EBITDA Ratio. Maintain, at all times,
a maximum ratio, calculated at the end of each Financial Quarter of Senior Net
Debt to Consolidated EBITDA of (i) 3.5:1 for the Financial Quarters ended April
30, 2000 and July 31, 2000; (ii) 3.25:1 for the Financial Quarters ended October
31, 2000 and January 31, 2001; (iii) 3.0:1 for the Financial Quarters ended
April 30, 2001, July 31, 2001 and October 31, 2001; and (iv) 2.5:1 for each
Financial Quarter thereafter. The foregoing ratios shall be reduced by 0.25:1
for each U.S.$25,000,000 of Subordinated Debt incurred by Bracknell at any time
following the date hereof, provided that (i) any such adjustment shall be made
commencing and shall be effective in the Financial Quarter immediately following
the receipt of the Net Proceeds of such Subordinated Debt by Bracknell; and (ii)
at no time shall the ratio of Senior Net Debt to Consolidated EBITDA be less
than 2.5:1.

                      ----------------------------------
<PAGE>

                                      -84-

                                   ARTICLE 9

                               EVENTS OF DEFAULT

          Section 9.01. Events of Default.


          If any of the following events (each an "Event of Default") occurs and
is continuing:

(a)       a Borrower fails to pay any amount of the Accommodations Outstanding
when such amount becomes due and payable;

(b)       a Borrower fails to pay any interest or Fees when they become due and
payable and such failure remains unremedied for a period of three Business Days;

(c)       any representation or warranty or certification made or deemed to be
made by a Borrower or a Restricted Subsidiary or any of their respective
directors or officers in any Credit Document shall prove to have been incorrect
in any material respect when made or deemed to be made;

(d)       a Borrower fails to perform, observe or comply with any of the
covenants contained in Sections 8.02 or 8.03;

(e)       a Borrower fails to perform, observe or comply with any of the
covenants contained in Sections 8.01 and such failure remains unremedied for 10
days after the earlier of the date on which it first had knowledge of such
default and the date on which written notice of such default is given to
Bracknell by the Administrative Agent;

(f)       a Borrower fails to perform, observe or comply with any other term,
covenant or agreement contained in any Credit Document to which it is a party
and such failure remains unremedied for thirty days after the earlier of the
date on which it first had knowledge of such default and the date on which
written notice of such default is given to Bracknell by the Administrative
Agent;

(g)       a Restricted Subsidiary fails to perform or observe any term, covenant
or agreement contained in any Credit Document to which it is a party and such
failure remains unremedied for thirty days after the earlier of the date on
which it first had knowledge of such default and the date on which written
notice of such default is given to Bracknell by the Administrative Agent;

(h)       a Borrower or any Subsidiary fails to pay any principal of, or premium
or interest on, any of its Debt (excluding Debt under this Agreement) which is
outstanding in an aggregate principal amount exceeding U.S. $10,000,000 or any
<PAGE>

                                     -85-

amounts under any Hedging Agreement with a notional principal amount exceeding
U.S$10,000,000, (or, in each case, the equivalent amount in any other currency)
when such amount becomes due and payable (whether by scheduled maturity or
payment, required prepayment, acceleration, demand or otherwise) and such
failure continues after the applicable grace period, if any, specified in the
agreement or instrument relating to such Debt or in the Hedging Agreement; or
any other event occurs or condition exists, and continues after the applicable
grace period, if any, specified in any agreement or instrument relating to any
such Debt or in the Hedging Agreement, if the effect of such event is to
accelerate, or permit the acceleration of the Debt or to terminate or permit the
termination of the Hedging Agreement; or any such Debt payable prior to its
stated maturity or Hedging Agreement terminated by the counterparty prior to its
stated maturity date by the holder thereof;

(i)       a Borrower or any Restricted Subsidiary fails to perform or observe
any term, covenant or agreement contained in any Material Agreement on its part
to be performed or observed where such failure could reasonably be expected to
have a Material Adverse Effect; or any Material Agreement is terminated or
revoked or permitted to lapse (other than in accordance with its terms or as
approved by the Administrative Agent); or any party to any Material Agreement
delivers a notice of termination or revocation (other than in accordance with
its terms or as approved by the Administrative Agent) in respect of the Material
Agreement; provided in each case that the failure, termination or revocation is
not being contested in good faith by appropriate proceedings;

(j)       any judgments or orders for the payment of money in excess of U.S.
$10,000,000 (or the equivalent amount in any other currency) in aggregate are
rendered against a Borrower or any Subsidiary and either (i) enforcement
proceedings have been commenced by a creditor upon any such judgment or order,
or (ii) there is any period of thirty consecutive days during which a stay of
enforcement of any such judgment or order, by reason of a pending appeal or
otherwise, is not in effect;

(k)       a Borrower or any Subsidiary incurs any Environmental Liabilities
which will require expenditures, (i) for any one occurrence, in excess of
U.S.$5,000,000, or (ii) aggregating in any Financial Year on a consolidated
basis, U.S.$5,000,000;

(l)       any Borrower, any Subsidiary of any Borrower or any ERISA Affiliate
fails to pay when due an amount or amounts aggregating in excess of U.S.
$1,000,000 which it shall have become liable to pay under Section 4062, 4063 or
4064 of ERISA; or a notice of intent to terminate a Plan is filed under Title IV
of ERISA by any Borrower, any Subsidiary of any Borrower or any ERISA Affiliate,
any plan administrator or any combination of the foregoing if such termination
would result in a Material Adverse Effect; or the Pension Benefit Guaranty
<PAGE>

                                      -86-

Corporation institutes proceedings under Title IV of ERISA to terminate, to
impose liability (other than for premiums under Section 4007 of ERISA) in
respect of, or to cause a trustee to be appointed to administer, any Plan, if
such action by the Pension Benefit Guaranty Corporation would result in a
Material Adverse Effect; or there occurs a complete or partial withdrawal from,
or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to
one or more Multiemployer Plans which could reasonably cause any Borrower, any
Subsidiary of any Borrower or any ERISA Affiliate to incur a current annual
payment obligation in excess of U.S. $1,000,000;

(m)       there is an Acquisition of Control except as may be specifically
permitted by the requisite Lenders as part of their approval of a Permitted
Acquisition;

(n)       a Borrower or any Restricted Subsidiary (i) becomes insolvent or
generally not able to pay its debts as they become due, (ii) admits in writing
its inability to pay its debts generally or makes a general assignment for the
benefit of creditors, (iii) institutes or has instituted against it any
proceeding seeking (x) to adjudicate it a bankrupt or insolvent, (y)
liquidation, winding-up, reorganization, arrangement, adjustment, protection,
relief or composition of it or its debts under any law relating to bankruptcy,
insolvency, reorganization or relief of debtors including any plan of compromise
or arrangement or other corporate proceeding involving or affecting its
creditors, or (z) the entry of an order for relief or the appointment of a
receiver, trustee or other similar official for it or for any substantial part
of its properties and assets, and in the case of any such proceeding instituted
against it (but not instituted by it), either the proceeding remains undismissed
or unstayed for a period of 30 days, or any of the actions sought in such
proceeding (including the entry of an order for relief against it or the
appointment of a receiver, trustee, custodian or other similar official for it
or for any substantial part of its properties and assets) occurs, or (iv) takes
any corporate action to authorize any of the above actions;

(o)       there has occurred or been threatened, in the sole opinion of the
Majority Lenders, an event or development likely to have a Material Adverse
Effect;

(p)       the audited consolidated financial statements of the Borrowers are
qualified in any material respect by the Borrowers' independent auditors;

(q)       a Bracknell LP Event of Default has occurred and is continuing, or

(r)       WorldCom, Inc. fails to purchase the Preferred Bracknell Shares on the
terms set forth in Section 6.3 of the WorldCom Commitment Agreement,

then the obligation of the Lenders to make further Accommodations shall
immediately terminate and the Administrative Agent may, and shall at the request
of the Majority Lenders, declare the Accommodations Outstanding, all accrued
<PAGE>

                                      -87-


interest and Fees and all other amounts payable under this Agreement to be
immediately due and payable, without presentment, demand, protest or further
notice of any kind, except as may be required by law and which cannot be waived,
all of which are expressly waived by the Borrowers.

          Section 9.02. Remedies Upon Default.

          (1)  Upon a declaration that the Accommodations Outstanding are
immediately due and payable pursuant to Section 9.01, the Administrative Agent
shall at the request of, or may with the consent of, the Majority Lenders,
commence such legal action or proceedings as the Majority Lenders, in their sole
discretion, deem expedient, including, the commencement of enforcement
proceedings under the Credit Documents all without any additional notice,
presentation, demand, protest, notice of dishonour, entering into of possession
of any property or assets, or any other action or notice, except as may be
required by law and which cannot be waived, all of which are expressly waived by
the Borrowers.

          (2)  The rights and remedies of the Administrative Agent and the
Lenders under the Credit Documents are cumulative and are in addition to, and
not in substitution for, any other rights or remedies. Nothing contained in the
Credit Documents with respect to the indebtedness or liability of the Borrowers
to the Administrative Agent and the Lenders, nor any act or omission of the
Administrative Agent or the Lenders with respect to the Credit Documents or the
Security shall in any way prejudice or affect the rights, remedies and powers of
the Administrative Agent and the Lenders under the Credit Documents and the
Security.

          Section 9.03. Hedging Agreements.

          Upon a declaration under Section 9.01, notwithstanding the terms of
any Hedging Agreements, all Hedging Agreements with a Lender shall be terminated
and the cost to the applicable Lender of that termination, if any, shall be
determined as of the date of the declaration. In determining that cost, it shall
be assumed that the Borrowers have defaulted under the Hedging Agreements, and
the cost shall then be determined in accordance with the terms of the agreement
governing the Hedging Agreements or, if there are no such terms, in accordance
with the usual practices of the applicable Lender and by reference to the
provisions regarding payments on early termination in the (Multicurrency-Cross
Border) ISDA Master Agreement (1992 version) as may be amended and agreed by the
parties.

                      __________________________________
<PAGE>

                                     -88-

                                  ARTICLE 10

                   THE ADMINISTRATIVE AGENT AND THE LENDERS

          Section 10.01.    Authorization and Action.

          (1)  Each Lender irrevocably appoints and authorizes the
Administrative Agent to take such action as Administrative Agent on its behalf
and to exercise such powers under this Agreement as are delegated to it by the
terms of this Agreement, together with the powers reasonably incidental thereto.
As to any matters not expressly provided for by this Agreement, the
Administrative Agent shall act or refrain from acting (and shall be fully
protected in so doing) upon the joint instructions of the Majority Lenders which
instructions shall be binding upon all Lenders. The Administrative Agent shall
not be required to take any action which (i) exposes it to personal liability,
(ii) is contrary to this Agreement or any applicable law, rule, regulation,
judgment or order, (iii) would require it to become registered to do business in
any jurisdiction, or (iv) would subject it to taxation.

          (2)  The Lenders appoint the Administrative Agent as the holder of an
irrevocable power of attorney (within the meaning of the Civil Code of Quebec)
for the purposes of holding security on the property and assets of the Borrowers
and the Restricted Subsidiaries pursuant to the laws of Quebec for the due
payment and performance of their respective obligations under the Credit
Documents. The Administrative Agent agrees to act in such capacity.

          (3)  The Administrative Agent has no duties or obligations other than
as set out in this Agreement and there shall not be construed against the
Administrative Agent any implied duties (including fiduciary duties),
obligations or covenants. The Administrative Agent may execute or perform, and
may delegate the execution and performance of, any of its powers, rights,
discretions and duties under the Credit Documents through or to any Persons
designated by it. References in any Credit Document to the Administrative Agent
shall include references to any such Persons.

          (4)  The Administrative Agent is not obliged to (i) take or refrain
from taking any action or exercise or refrain from exercising any right or
discretion under the Credit Documents, or (ii) incur or subject itself to any
cost in connection with the Credit Documents, unless it is first specifically
indemnified or furnished with security by the Lenders, in form and substance
satisfactory to it (which may include further agreements of indemnity or the
deposit of funds).

          (5)  The Administrative Agent shall promptly deliver to each Lender
any notices, reports or other communications contemplated in this Agreement
which are intended for the benefit of the Lenders.
<PAGE>

                                     -89-

               Section 10.02.  No Liability.

               Neither the Administrative Agent nor its directors, officers,
agents or employees shall be liable to any Lender for any action taken or
omitted to be taken by it or them in connection with the Credit Documents except
for its or their own gross negligence or willful misconduct. Without limiting
the generality of the foregoing, the Administrative Agent (i) may treat any
Lender as the payee of amounts attributable to its Commitment unless and until
the Administrative Agent receives an agreement in the form contemplated in
Section 11.08(5), (ii) may consult with legal counsel (including legal counsel
for the Borrowers), independent accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken by it in
accordance with their advice, (iii) makes no warranty or representation to any
Lender and shall not be responsible to any Lender for the form, substance,
accuracy or completeness of any Credit Document or any other documents or
information made available to the Lenders, (iv) has no duty to inspect the
property or assets (including books and records) of the Borrowers or any other
Person, (v) has no duty to ascertain or inquire as to the existence of a Default
or an Event of Default or the observance of any of the terms or conditions of
the Credit Documents, (vi) is not responsible to any Lender for the execution,
enforceability, genuineness, sufficiency or value of any of the Credit
Documents, and (vii) shall incur no liability by acting upon any notice,
certificate or other instrument believed by it to be genuine and signed or sent
by the proper Person.

               Section 10.03.  Accommodations by Administrative Agent.

               The Administrative Agent has the same rights and powers under
this Agreement with respect to its Commitment as any other Lender and may
exercise such rights and powers as though it were not the Administrative Agent.
The term "Lender" or "Lenders" shall, unless otherwise expressly indicated,
include the Administrative Agent in its individual capacity. The Administrative
Agent and its Affiliates may accept deposits from, lend money to, act as trustee
under indentures of, and generally engage in any kind of business with, the
Borrowers and any of their subsidiaries or any Person who may do business with
or own securities of such Persons, all as if it were not the Administrative
Agent and without any duty to account to the Lenders.

               Section 10.04.  Reference Rate Determinations.

               (1)  Each Reference Lender agrees to provide the Administrative
Agent with timely information for purposes of determining interest or discount
rates. If any one or more of them fails to provide the information to the
Administrative Agent, the Administrative Agent shall determine the applicable
interest or discount rate on the basis of timely information provided by the
remaining Reference Lenders.
<PAGE>

                                     -90-

          (2)  Upon request, the Administrative Agent shall promptly notify
Bracknell and the Lenders of the interest or discount rate determined by the
Administrative Agent for an Advance or Drawing and the applicable interest and
discount rates, if any, furnished by each Reference Lender for determining the
rate.

          Section 10.05.  Holding of Security; Sharing of Payments, etc.

          (1)  The Security shall be held by the Administrative Agent for the
benefit of itself and the rateable benefit of the Lenders in accordance with
their respective terms and any proceeds from any realization of the Security
shall be applied to the Accommodations Outstanding to each Lender rateably
(whether such Security is held in the name of the Administrative Agent or in the
name of any one or more of the Lenders and without regard to any priority to
which any Lender may otherwise be entitled under applicable law).

          (2)  The Security shall also secure obligations of the Borrowers and
the Restricted Subsidiaries under all Hedging Agreements with the Lenders and
their Affiliates (i) in respect of pari passu Hedging Agreements referred to in
Section 8.02(l), rateably in accordance with the agreements entered into by the
Lenders or Affiliates thereof with the Administrative Agent, in its capacity as
administrator of the Hedging Agreements, at the time the Hedging Agreements are
executed, and on a pari passu basis with the Credit Facilities, and (ii) in
respect of all Hedging Agreements which are not pari passu Hedging Agreements as
provided in Section 8.02(l), rateably in accordance with the agreements entered
into by the Lenders or Affiliates thereof with the Administrative Agent, in its
capacity as administrator of the Hedging Agreements, at the time the Hedging
Agreements are executed, but subordinate in right of payment to the repayment in
full of the Credit Facilities and the pari passu Hedging Agreements.

          (3)  Each Lender agrees with the other Lenders that it will not,
without the prior consent of the other Lenders, take or obtain any Lien on any
properties or assets of a Borrower or any of the Subsidiaries to secure the
obligations of a Borrower under this Agreement or any Restricted Subsidiary
under any Credit Document, except for the benefit of all Lenders or as may
otherwise be required by law.

          (4)  If any Lender obtains any payment (whether voluntary, involuntary
or through the exercise of any right of set-off or realization of Security) on
account of any Accommodations made by it (other than amounts paid pursuant to
Section 10.07) in excess of its rateable share of payments obtained by all the
relevant Lenders on such Accommodations, the Lender shall account to and pay
over to the other relevant Lenders their rateable share and shall, upon request,
immediately purchase from the other Lenders such participations in such
Accommodations made by the other Lenders as shall be necessary to cause the
purchasing Lender to share the excess payment rateably with the other relevant
<PAGE>

                                     -91-

Lenders. If all or any portion of the excess payment is recovered from the
purchasing Lender, the purchase price shall be rescinded and each relevant
Lender shall repay to the purchasing Lender the purchase price to the extent of
the recovery together with an amount equal to the Lender's rateable share
(according to the proportion that the amount the Lender's required repayment
bears to the total amount recovered from the purchasing Lender) of any interest
or other amount paid by the purchasing Lender in respect of the total amount
recovered. The Lender purchasing a participation from another Lender pursuant to
this Section 10.05 may, to the fullest extent permitted by law, exercise all its
rights of payment (including any right of set-off) with respect to such
participation as fully as if the Lender were a direct creditor of the Borrowers
in the amount of the participation and the Borrowers expressly acknowledge the
creation of such right.

          (5)  On request by, and at the expense of, the Borrowers and provided
no Default or Event of Default has occurred and is continuing, the
Administrative Agent and the Lenders shall discharge and release the Security to
the extent required to permit a sale, transfer or other disposition permitted
under this Agreement.

          Section 10.06.  Lender Credit Decisions.

          Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Administrative Agent and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement.

          Section 10.07.  Indemnification.

          Each Lender shall indemnify and save the Administrative Agent harmless
(to the extent not reimbursed by the Borrowers) rateably from any claim or loss
suffered by, imposed upon or asserted against the Administrative Agent as a
result of, or arising out of, the Credit Documents or any action taken or
omitted by the Administrative Agent under the Credit Documents provided that no
Lender shall be liable for any part of such loss resulting from the gross
negligence or willful misconduct of the Administrative Agent in its capacity as
Administrative Agent. Without limiting the foregoing, each Lender shall
reimburse the Administrative Agent upon demand for its rateable share of any
out-of-pocket expenses incurred by the Administrative Agent in connection with
the preparation, execution, administration or enforcement of, or legal advice in
respect of rights or responsibilities under, the Credit Documents (to the extent
not reimbursed by the Borrowers).
<PAGE>

                                     -92-

          Section 10.08.  Liability of the Lenders inter se.

          Each of the Lenders agrees with each of the other Lenders that, except
as otherwise expressly provided in this Agreement, none of the Lenders has or
shall have any duty or obligation, or shall in any way be liable to any of the
other Lenders in respect of the Credit Documents or any action taken or omitted
to be taken in connection with them.

          Section 10.09.  Successor Administrative Agents.

          The Administrative Agent may resign at any time by giving written
notice to the Lenders and Bracknell, such resignation to be effective upon the
appointment of a successor Administrative Agent. Upon notice of any resignation,
the Majority Lenders have the right to appoint a successor Administrative Agent
who (at any time that no Default or Event of Default has occurred and is
continuing) shall be acceptable to Bracknell, acting reasonably. If no successor
Administrative Agent is appointed or has accepted the appointment within thirty
days after the retiring Administrative Agent's notice of resignation, then the
retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which is a Lender. Upon the acceptance of any such
appointment by a successor Administrative Agent, the successor shall succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent and the retiring Administrative Agent shall be
discharged from its duties and obligations under this Agreement. After any
retiring Administrative Agent's resignation, the provisions of this Article 10
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent.

                        _______________________________
<PAGE>

                                     -93-

                                  ARTICLE 11

                                 MISCELLANEOUS

          Section 11.01.    Amendment.

          (1)  Subject to subsections (2), (3) and (4), no amendment or waiver
of any provision of any of the Credit Documents, nor consent to any departure by
a Borrower or any other Person from such provisions, is effective unless in
writing and approved by the Majority Lenders. Any amendment, waiver or consent
is effective only in the specific instance and for the specific purpose for
which it was given.

          (2)  Only written amendments, waivers or consents signed by all the
Lenders shall (i) increase any Commitment or any Lender's Commitment, (ii)
reduce the principal or amount of, or any payment of, or interest on, any
Accommodation Outstanding or any Fees, (iii) postpone any date fixed for any
payment of principal of, or interest on (including the Applicable Margins), any
Accommodation Outstanding or any Fees, (iv) amend Section 2.03, Sections 8.02(j)
or (u) or Schedule 5 or consent to any waiver of such sections, (v) change (y)
the percentage of the Commitments, or (z) the number or percentage of Lenders,
required for the Lenders, or any of them, or the Administrative Agent to take
any action, (vi) permit any amendment to, or termination of, any of the Security
Documents (except as otherwise permitted in Section 10.05(5)), (vii) change the
definition of Majority Lenders or Supermajority Lenders, or (viii) amend this
Section 11.01(2).

          (3)  Notwithstanding Section 11.01(2), only written amendments,
waivers or consents signed by all of the Lenders shall waive compliance with
section 8.02(h) to permit any Distribution in connection with the WorldCom
Investment and the Preferred Bracknell Shares.

          (4)  Only written amendments, waivers or consents signed by the
Administrative Agent in addition to the Majority Lenders, shall affect the
rights or duties of the Administrative Agent under the Credit Documents.

          Section 11.02.  Waiver.

          (1)  No failure on the part of any Lender or the Administrative Agent
to exercise, and no delay in exercising, any right under any of the Credit
Documents shall operate as a waiver of such right; nor shall any single or
partial exercise of any right under any of the Credit Documents preclude any
other or further exercise of such right or the exercise of any other right.

          (2)  Except as otherwise expressly provided in this Agreement, the
covenants, representations and warranties shall not merge on and shall survive
the
<PAGE>

                                     -94-

initial Accommodation and, notwithstanding such initial Accommodation or any
investigation made by or on behalf of any party, shall continue in full force
and effect. The closing of this transaction shall not prejudice any right of one
party against any other party in respect of anything done or omitted under this
Agreement or in respect of any right to damages or other remedies.

          Section 11.03.  Evidence of Debt and Accommodation Notices.

          (1)  The indebtedness of each of the Borrowers resulting from
Accommodations under the Credit Facilities shall be evidenced by the records of
the Lenders (or the Administrative Agent on behalf of the Lenders) which shall
constitute prima facie evidence of such indebtedness. In the event of conflict
between the records of a Lender and the records of the Administrative Agent, the
records of the Lender shall prevail, absent manifest error.

          (2)  Prior to the receipt of any Accommodation Notice, the
Administrative Agent or any Lender may act upon the basis of a notice by
telephone (containing the same information as required to be contained in the
Accommodation Notice) believed by it in good faith to be from an authorized
person representing the applicable Borrower. In the event of a conflict between
the Administrative Agent's or the Lender's record, as applicable of any
Accommodation and the Accommodation Notice, the Administrative Agent's or the
Lender's record, as applicable shall prevail, absent manifest error.

          Section 11.04.  Notices, etc.

          Any notice, direction or other communication to be given under this
Agreement shall, except as otherwise permitted, be in writing and given by
delivering it or sending it by telecopy or other similar form of recorded
communication addressed:

(a)       if to any of the Borrowers, c/o Bracknell at:

     (i)  until January 9, 2001, at:

          2800 Metropolitan Center
          333 South Seventh Street
          Minneapolis, MN  55402

          Attention:  Chief Financial Officer
          Telephone:  (612) 333-9597
          Telecopier: (612) 371-8036
<PAGE>

                                     -95-

          - and -


        (ii)    from and after January 10, 2001, at:

                121 South Eighth Street
                11/th/ Floor
                Minneapolis, MN  55402

                Attention:  Chief Financial Officer
                Telephone:   (612) 604-0101
                Telecopier:  (612) 371-8036

(b)             if to the Administrative Agent, to it at:

                Global Banking
                Royal Bank Plaza, South Tower
                200 Bay Street, 12/th/ Floor
                Toronto, Ontario  M5J 2J5

                Attention:  Manager, Agency
                Telephone:  (416) 974-3866
                Telecopier: (416) 974-2407

and, if to the Lenders, at the addresses shown on the signature pages. Any
communication shall be deemed to have been validly and effectively given (i) if
personally delivered, on the date of such delivery if such date is a Business
Day and such delivery was made prior to 4:00 p.m. (Toronto time), (ii) if
transmitted by facsimile or similar means of recorded communication on the
Business Day following the date of transmission. Any party may change its
address for service from time to time by notice given in accordance with the
foregoing and any subsequent notice shall be sent to the party at its changed
address.

                Section 11.05.  Confidentiality.

                Each Lender agrees to use reasonable efforts to ensure that
financial statements or other information relating to the Borrowers which may be
delivered to it pursuant to this Agreement and which is not publicly filed or
otherwise made available to the public generally (and which is not independently
known to the Lender) will be treated confidentially by the Lender and will not,
except with the consent of Bracknell or as required by law, be distributed or
otherwise made available by the Lender to any Person other than its directors,
officers, employees, authorized agents, counsel or other representatives
(provided the other representatives have agreed or are under a duty to keep all
information confidential) required, in the reasonable opinion of the Lender, to
have such information. Each Lender is authorized to deliver a copy of any
financial statement or any other information which may be delivered to it
pursuant to this Agreement,
<PAGE>

                                     -96-

to (i) any actual or potential Participant or Assignee provided it has agreed to
keep such information confidential on the terms hereof, (ii) any Governmental
Entity having jurisdiction over the Lender in order to comply with any
applicable laws, and (iii) any Affiliate of the Lender required, in the
reasonable opinion of such Lender, to have such information provided it has
agreed to keep such information confidential on the terms hereof.

          Section 11.06.  Costs, Expenses and Indemnity.

          (1)  The Borrowers shall, whether or not the transactions contemplated
in this Agreement are completed, indemnify and hold each of the Lenders and the
Administrative Agent and each of their respective officers, directors, employees
and agents (each an "Indemnified Person") harmless from, and shall pay to such
Indemnified Person on demand any amounts required to compensate the Indemnified
Person for, any claim or loss suffered by, imposed on, or asserted against, the
Indemnified Person as a result of, connected with or arising out of (i) a
default (whether or not constituting a Default or an Event of Default) by a
Borrower, (ii) any proceedings brought against the Indemnified Person due to its
entering into any of the Credit Documents and performing its obligations under
the Credit Documents except to the extent caused by the gross negligence or
willful misconduct of the Indemnified Person, and (iii) the presence of
Hazardous Substances at, above, on or under, or the Release or likely Release of
Hazardous Substances from, any of the properties now or previously used by the
Borrowers or any of their Subsidiaries, or the breach by, or non-compliance
with, any Environmental Law by any mortgagor, owner, or lessee of such
properties.

          (2)  If, with respect to any Lender, (i) any change in law, rule,
regulation, judgment or order of general application, or any change in the
interpretation or application of such law, rule, regulation, judgment or order,
occurring or becoming effective after this date, or (ii) compliance by the
Lender with any direction, request or requirement (whether or not having the
force of law) of any Governmental Entity made or becoming effective after this
date, has the effect of causing any loss to the Lender or reducing the Lender's
rate of return by (w) increasing the cost to the Lender of performing its
obligations under this Agreement or in respect of any Accommodations Outstanding
(including the costs of maintaining any capital, reserve or special deposit
requirements), (x) requiring the Lender to maintain or allocate any capital or
additional capital or affecting its allocation of capital in respect of its
obligations under this Agreement or in respect of any Accommodations
Outstanding, (y) reducing any amount payable to the Lender under this Agreement
or in respect of any Accommodations Outstanding by any material amount, (z)
causing the Lender to make any payment or to forego any return on, or calculated
by reference to, any amount received or receivable by the Lender under this
Agreement or in respect of any Accommodations Outstanding (but other than a loss
or reduction resulting from a higher rate or a change in the calculation of
income or capital tax relating to the Lender's income or capital in
<PAGE>

                                     -97-

general), then the Lender may give notice to a Borrower specifying the nature of
the event giving rise to the loss and the Borrower may either, (iii) on demand,
pay such amounts as the Lender specifies is necessary to compensate it for any
such loss, or (iv) provided no loss has yet been suffered by the Lender or a
Borrower has paid the compensating amount to the Lender, repay the applicable
Accommodations Outstanding and terminate the Lender's Commitments. A certificate
as to the amount of any such loss submitted in good faith by a Lender to a
Borrower shall be conclusive and binding for all purposes, absent manifest
error.

          (3)  The Borrowers shall pay to the Lenders on demand any amounts
required to compensate the Lenders for any loss suffered or incurred by them as
a result of (i) any payment being made in respect of a BA Instrument,
Documentary Credit or Advance other than on the maturity or expiration or on the
last day of a Libor Interest Period applicable to it, (ii) the failure of a
Borrower to give any notice in the manner and at the times required by this
Agreement, (iii) the failure of a Borrower to effect an Accommodation in the
manner and at the time specified in any Accommodation Notice, or (iv) the
failure of a Borrower to make a payment or a mandatory repayment in the manner
and at the time specified in this Agreement. A certificate as to the amount of
any loss submitted in good faith by a Lender to a Borrower shall be conclusive
and binding for all purposes, absent manifest error.

          (4)  Whether or not any Accommodation is made under the Credit
Facilities, the Borrowers shall pay to each of the Administrative Agent and each
of the Lenders on demand all costs and expenses incurred by it, its agents,
officers, directors and employees and any receiver or receiver-manager appointed
by it or by a court in connection with the Credit Documents or the Credit
Facilities, including, without limitation (i) the preparation, execution, filing
and registration of any of the Credit Documents, any actual or proposed
amendment or modification thereof or any waiver thereunder and all instruments
supplemental or ancillary thereto, (ii) obtaining advice as to the rights and
responsibilities of the Administrative Agent or any of the Lenders under the
Credit Documents, and (iii) the defence, establishment, protection or
enforcement of any of the rights or remedies of the Administrative Agent or any
of the Lenders under any of the Credit Documents including, without limitation,
all costs and expenses of establishing the validity and enforceability of, or of
collection of amounts owing under, any of the Credit Documents or of any
enforcement of the Security, including, without limitation, in each case, all of
the fees, expenses and disbursements of its counsel, incurred in connection
therewith, and including all sales, value-added or similar taxes payable by it
(whether refundable or not) on all such costs and expenses.

          (5)  The provisions of this Section 11.06 shall survive the
termination of this Agreement and the repayment of all Accommodations
Outstanding. Each Borrower acknowledges that neither its obligation to indemnify
nor any actual indemnification by it of any Lender, the Administrative Agent or
any other Indemnified Person in respect of such Person's losses for the legal
fees and
<PAGE>

                                     -98-

expenses shall in any way affect the confidentiality or privilege relating to
any information communicated by such Person to its counsel.

          Section 11.07.  Taxes and Other Taxes.

          (1)  All payments to the relevant Lenders or the Administrative Agent
by Bracknell or State under any of the Credit Documents shall be made free and
clear of and without deduction or withholding for any and all taxes, levies,
imposts, deductions, charges or withholdings and all related liabilities (all
such taxes, levies, imposts, deductions, charges, withholdings and liabilities
being referred to as "Taxes") imposed by Canada or the United States of America
(or any political subdivision or taxing authority thereof or therein and other
than Taxes which are required to be withheld or deducted by (y) Canada in
respect of Taxes otherwise payable to Canada (or any political subdivision or
taxing authority thereof or therein) by the relevant Lender in respect of its
taxable income, or (z) the United States of America in respect of Taxes
otherwise payable to the United States of America (or any political subdivision
of or taxing authority thereof or therein) by the relevant Lender in respect of
its taxable income), unless such Taxes are required by applicable law to be
deducted or withheld. If Bracknell or State shall be required by applicable law
to deduct or withhold any such Taxes from or in respect of any amount payable
under any of the Credit Documents (i) the amount payable shall be increased (and
for greater certainty, in the case of interest, the amount of interest shall be
increased) as may be necessary so that after making all required deductions or
withholdings (including deductions or withholdings applicable to any additional
amounts paid under this Section 11.07(1)), the relevant Lenders or the
Administrative Agent receive an amount (free and clear of such Taxes) equal to
the amount they would have received if no such deduction or withholding had been
made, (ii) Bracknell or State shall make such deductions or withholdings, and
(iii) Bracknell or State shall immediately pay the full amount deducted or
withheld to the relevant Governmental Entity in accordance with applicable law.

          (2)  Each Borrower agrees to immediately pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges,
financial institutions duties, debits taxes or similar levies (all such taxes,
charges, duties and levies being referred to as "Other Taxes") which arise from
any payment made by such Borrower under any of the Credit Documents or from the
execution, delivery or registration of, or otherwise with respect to, any of the
Credit Documents.

          (3)  Each Borrower shall indemnify and hold harmless each of the
relevant Lenders and the Administrative Agent from and against the full amount
of Taxes or Other Taxes imposed on or paid by such Lenders or the Administrative
Agent and any liability (including penalties, interest and expenses) arising
from or with respect to such Taxes or Other Taxes, whether or not they were
correctly or legally asserted, to the extent that Bracknell, State or
Nationwide, as the case may
<PAGE>

                                     -99-

be, was required to make any payment in respect of such Taxes or Other Taxes and
failed to do so, provided that the obligation so to indemnify shall be limited
(except as to Other Taxes) to Taxes with respect to which such Borrower would
have been obligated to make an increased payment to such Lender or the
Administrative Agent hereunder. In addition, each Borrower shall indemnify the
relevant Lenders and the Administrative Agent for any Taxes or Other Taxes
imposed by any jurisdiction on or with respect to any increased amount payable
by such Borrower under Section 11.07(1) or (5) or any payment or indemnity
payable by such Borrower under Section 11.07(2) or this Section 11.07(3), but
only to the extent, if any, that such Taxes or Other Taxes imposed on any Lender
or the Administrative Agent exceed (after taking into account available foreign
tax credits, deductions, exemptions or other tax allowances in respect of such
payment which may be used by the relevant Lender) the amount of such Taxes or
Other Taxes that would have been imposed on it in the absence of any increased
amount payable by such Borrower under Section 11.07(1) or (5) or any payment or
indemnity payable by such Borrower under Section 11.07(2) or this Subsection
11.07(3). Payment under this indemnification shall be made, by way of an
increase in interest (provided, and to the extent that, any such payment as
interest would cause the amount or rate of interest to exceed the maximum
allowable under and pursuant to applicable law, or the characterization of the
same as interest shall otherwise be disadvantageous to the Administrative Agent
and/or any Lender under and pursuant to the law of any applicable jurisdiction,
including but not limited to the usury laws thereof, such payment or such amount
thereof as shall exceed the maximum allowable amount or otherwise be
disadvantageous shall be paid not as interest but as payment in respect of an
indemnification as otherwise provided herein), within 30 days from the date the
Administrative Agent or the relevant Lender, as the case may be, makes written
demand for it. A certificate as to the amount of such Taxes or Other Taxes
submitted to the relevant Borrower by the Administrative Agent or the relevant
Lender shall be conclusive evidence, absent manifest error, of the amount due
from such Borrower to the Administrative Agent or the Lenders, as the case may
be.

          (4)  Each Borrower shall furnish to the Administrative Agent and the
Lenders the original or a certified copy of a receipt evidencing payment of
Taxes or Other Taxes made by it within 30 days after the date of any payment of
Taxes or Other Taxes.

          (5)  All payments to the relevant Lenders or to the Administrative
Agent by Nationwide under any of the Credit Documents shall be made free and
clear of and without deduction or withholding for or on account of any Taxes
imposed by the United States of America or Canada (or any political subdivision
or taxing authority thereof or therein and other than Taxes which are required
to be withheld or deducted by (y) Canada in respect of Taxes otherwise payable
to Canada (or any political subdivision or taxing authority thereof or therein)
by the relevant Lender in respect of its taxable income, or (z) the United
States of America in respect of Taxes otherwise payable to the United States of
America (or any
<PAGE>

                                     -100-

political subdivision of or taxing authority thereof or therein) by the relevant
Lender in respect of its taxable income), unless such deduction or withholding
is required by law. If any deduction or withholding of such Taxes is so
required, (i) the amount payable by Nationwide in respect of which such
deduction or withholding is required to be made shall be increased (and for
greater certainty in the case of interest, the amount of interest will be
increased) as may be necessary to ensure that, after making all required
deductions or withholdings (including deductions or withholdings applicable to
any additional amounts paid under this Section 11.07(5)), the relevant Lenders
or the Administrative Agent receive an amount (free and clear of such Taxes)
equal to the amount they would have received if no such deduction or withholding
had been made or required to be made, (ii) Nationwide shall make such required
deductions or withholdings, and (iii) Nationwide shall immediately pay the full
amount deducted or withheld to the relevant Governmental Entity in accordance
with applicable law. The foregoing obligation to pay additional amounts will not
apply: (i) to any tax required to be deducted or withheld solely by reason of
the failure of the Administrative Agent or any relevant Lender to comply, at
Nationwide's reasonable request, with certification, identification or
information reporting requirements concerning the nationality, residence,
identity or connection to the taxing jurisdiction if compliance is required by
statute, by regulation or by an applicable income tax treaty as a precondition
for any exemption or reduction from such tax, and (ii) to any tax not imposed on
or measured by income or receipts (gross or net).

          (6)  If a Lender shall demand payment from a Borrower under this
Section 11.07 (other than in respect of Other Taxes), such Borrower may, within
30 Business Days after receiving such notice, upon giving 10 Business Days'
notice to the Administrative Agent and the Lender requiring such payment, elect
to prepay to such Lender all or such part of the amount of the Accommodations
owing to such Lender as may be specified by the Borrower in such notice. Any
such notice so given shall be irrevocable and such Borrower shall, on the tenth
Business Day after the giving of such notice, prepay to such Lender the amount
of the Accommodations Outstanding required to be paid pursuant to the giving of
such notice together with all interest accrued thereon, all amounts payable
under this Section 11.07 and all other amounts payable to such Lender in
connection with such prepayment pursuant to Section 11.06 or otherwise. Such
Lender's Commitments so prepaid shall be correspondingly permanently reduced or
terminated (as the case may be) on the tenth Business Day after the giving of
such notice (and, for greater certainty, no other Lender shall be responsible
therefor), and the aggregate Commitments shall be reduced by the amount and at
the time of any prepayments so made.

          (7)  The provisions of this Section 11.07 shall survive the
termination of this Agreement and the repayment of all Accommodations
Outstanding.
<PAGE>

                                     -101-

          Section 11.08.    Successors and Assigns.

          (1)  This Agreement shall become effective when executed by the
Borrowers, the Administrative Agent and each Lender and after that time shall be
binding upon and enure to the benefit of the Borrowers, the Lenders and the
Administrative Agent and their respective successors and permitted assigns.

          (2)  None of the Borrowers shall have the right to assign its rights
or obligations under this Agreement or any interest in this Agreement without
the prior consent of all the Lenders, which consent may be arbitrarily withheld.

          (3)  Subject to the next following sentence, a Lender may (i) with the
prior written consent of the Administrative Agent (which consent is not to be
unreasonably withheld), grant participations in all or any part of its interest
in the Credit Facilities to one or more Persons (each a "Participant"), (ii) at
any time, without any requirement for notice or consent to or consent of any of
the Borrowers, assign all or any part of its interest in the Credit Facilities
to one or more Eligible Assignees, or (iii) (y) at any time prior to the
occurrence of an Event of Default which has not been waived or cured, with the
prior written consent of the Administrative Agent and Bracknell (which consent
is not to be unreasonably withheld), or (z) at any time after the occurrence and
during the continuance of an Event of Default, without any requirement for
notice to or consent of any of the Borrowers, assign all or any part of its
interest in the Credit Facilities to one or more Persons (each an "Assignee").
In the case of any assignment or participation, (iii) unless an Event of Default
shall have occurred and be continuing, such participation or assignment shall be
in respect of at least U.S. $10,000,000 (or the total Commitment of the
assigning Lender if such total Commitment is less than U.S. $10,000,000) and
U.S. $1,000,000 increments thereof, (iv) in the case of an assignment of a
Lender's Canadian Commitment prior to a declaration pursuant to Section 9.01 of
this Agreement, the Assignee or Eligible Assignee shall not be a non-resident of
Canada and, in the case of an assignment of a Lender's U.S. Commitment prior to
a declaration pursuant to Section 9.01 of this Agreement, the Assignee or
Eligible Assignee shall be a Person described in the definition of "Foreign
Lender", (v) unless an Event of Default shall have occurred and be continuing,
no Lender shall have a Commitment of less than U.S. $10,000,000 as a result of
such assignment, and (vi) the assigning Lender shall have paid an administration
fee of U.S. $3,500 to the Administrative Agent. A Lender granting a
participation shall, unless otherwise expressly provided in this Agreement, act
on behalf of all of its Participants in all dealings with the Borrowers in
respect of the Credit Facilities and no Participant shall have any voting or
consent rights with respect to any matter requiring the Lenders' consent. In the
case of an assignment, the Assignee or Eligible Assignee shall have the same
rights and benefits and be subject to the same limitations under the Credit
Documents as it would have if it was a Lender, provided that no Assignee shall
be entitled to receive any greater
<PAGE>

                                     -102-

payment, on a cumulative basis, pursuant to Section 11.06 than the Lender which
granted the assignment would have been entitled to receive.

          (4)  The Borrowers shall provide such certificates, acknowledgements
and further assurances in respect of this Agreement and the Credit Facilities as
any Lender may reasonably require in connection with any participation or
assignment pursuant to this Section 11.08.

          (5)  In the case of an assignment, a Lender shall deliver to the
Borrowers an assignment and assumption agreement substantially in the form of
Schedule 9 by which an Assignee of the Lender assumes the obligations and agrees
to be bound by all the terms and conditions of this Agreement, all as if the
Assignee had been an original party. Upon receipt by the Administrative Agent of
the assignment and assumption agreement, the assigning Lender and the Borrowers
shall be released from their respective obligations under this Agreement (to the
extent of such assignment and assumption) and shall have no liability or
obligations to each other to such extent, except in respect of matters arising
prior to the assignment.

          (6)  Any assignment or grant of participation pursuant to this Section
11.08 will not constitute a repayment by a Borrower to the assigning or granting
Lender of any Accommodation, nor a new Accommodation to a Borrower by such
Lender or by the Assignee or Participant, as the case may be, and the parties
acknowledge that the Borrowers' obligations with respect to any such
Accommodations will continue and will not constitute new obligations.

          Section 11.09. Right of Set-off.

          Upon the occurrence and during the continuance of any Event of
Default, each Lender is authorized at any time and from time to time, to the
fullest extent permitted by law (including general principles of common law), to
set-off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing
by it to or for the credit or the account of a Borrower against any and all of
the obligations of the Borrowers under any of the Credit Documents, irrespective
of whether or not the Lender has made demand under any of the Credit Documents
and although such obligations may be unmatured or contingent. If an obligation
is unascertained, the Lender may, in good faith, estimate the obligation and
exercise its right of set-off in respect of the estimate, subject to providing
the Borrower with an accounting when the obligation is finally determined. Each
Lender shall promptly notify Bracknell and the Administrative Agent after any
set-off and application is made by it, provided that the failure to give notice
shall not affect the validity of the set-off and application. The rights of the
Lenders under this Section 11.09 are in addition to any other rights and
remedies (including all other rights of set-off) which the Lenders may have.
<PAGE>

                                     -103-

          Section 11.10.  Accommodations by Lenders.

          The failure of any Lender to make an Accommodation shall not relieve
any other Lender of its obligations in connection with such Accommodation, but
no Lender is responsible for any other Lender's failure in respect of an
Accommodation. Unless the Administrative Agent receives notice from a Lender
prior to the date of any Accommodation that the Lender will not make its
rateable portion of the Accommodation available to the Administrative Agent, the
Administrative Agent may assume that the Lender has made its portion so
available on the date of the Accommodation and may, in reliance upon such
assumption, make a corresponding amount available to the relevant Borrower. If
the Lender has not made its rateable portion available to the Administrative
Agent, the Lender shall pay the corresponding amount to the Administrative Agent
immediately upon demand. If the Lender pays the corresponding amount to the
Administrative Agent, the amount so paid shall constitute the Lender's part of
the Accommodation for purposes of this Agreement. If the Lender does not pay the
amount to the Administrative Agent immediately upon demand and such amount has
been made available to the relevant Borrower, the Borrower shall pay the
corresponding amount to the Administrative Agent immediately upon demand and any
amount received and so reimbursed would not and will not constitute an
Accommodation. The Administrative Agent shall also be entitled to recover from
the Lender or the relevant Borrower, as the case may be, interest on the
corresponding amount, for each day from the date the amount was made available
to the Borrower until the date it is repaid to the Administrative Agent, at a
rate per annum equal to the Administrative Agent's cost of funds.

          Section 11.11.  Rateable Payments.

          Unless the Administrative Agent receives notice from Bracknell prior
to the date on which any payment is due to the Lenders that a Borrower will not
make the payment in full, the Administrative Agent may assume that the Borrower
has made the payment in full on that date and may, in reliance upon that
assumption, distribute to each Lender on the due date an amount equal to the
amount then due to the Lender. If a Borrower has not made the payment in full,
each Lender shall repay to the Administrative Agent immediately upon demand the
amount distributed to it together with interest for each day from the date such
amount was distributed to the Lender until the date the Lender repays it to the
Administrative Agent, at a rate per annum equal to the Administrative Agent's
cost of funds.

          Section 11.12.  Judgment Currency.

          (1)  If, for the purposes of obtaining judgment in any court, it is
necessary to convert a sum due to a Lender or the Administrative Agent in any
currency (the "Original Currency") into another currency (the "Other Currency"),
<PAGE>

                                     -104-

the parties agree, to the fullest extent that they may effectively do so, that
the rate of exchange used shall be that at which, in accordance with normal
banking procedures, such Lender or the Administrative Agent could purchase the
Original Currency with the Other Currency on the Business Day preceding the day
on which final judgment is given or, if permitted by applicable law, on the day
on which the judgment is paid or satisfied.

          (2)  The obligations of a Borrower in respect of any sum due in the
Original Currency from it to any Lender or the Administrative Agent under any of
the Credit Documents shall, notwithstanding any judgment in any Other Currency,
be discharged only to the extent that on the Business Day following receipt by
the Lender or the Administrative Agent of any sum adjudged to be so due in the
Other Currency, the Lender or the Administrative Agent may, in accordance with
normal banking procedures, purchase the Original Currency with such Other
Currency. If the amount of the Original Currency so purchased is less than the
sum originally due to the Lender or the Administrative Agent in the Original
Currency, the Borrower agrees, as a separate obligation and notwithstanding the
judgment, to indemnify the Lender or the Administrative Agent against any loss
and, if the amount of the Original Currency so purchased exceeds the sum
originally due to the Lender or the Administrative Agent in the Original
Currency, the Lender or the Administrative Agent shall remit such excess to the
Borrower.

          Section 11.13.  Interest on Accounts.

          Except as may be expressly provided otherwise in this Agreement, all
amounts owed by a Borrower to the Administrative Agent and to any of the
Lenders, which are not paid when due (whether at stated maturity, on demand, by
acceleration or otherwise) shall bear interest (both before and after default
and judgment), from the date on which such amount is due until such amount is
paid in full, payable on demand, at a rate per annum equal at all times to (i)
in the case of an amount payable in U.S. Dollars to Domestic Lenders, the sum of
the U.S. Base Rate in effect from time to time, the Applicable Margin and 2%,
(ii) in the case of an amount payable in U.S. Dollars to Foreign Lenders, the
sum of the U.S. Prime Rate in effect from time to time, the Applicable Margin
and 2%, and (iii) in the case of an amount payable in Canadian Dollars, the sum
of the Canadian Prime Rate in effect from time to time, the Applicable Margin
and 2%.

          Section 11.14.  Severability.

          Any provision of this Agreement which is or becomes prohibited or
unenforceable in any jurisdiction does not invalidate, affect or impair the
remaining provisions thereof and any such prohibition or unenforceability in any
jurisdiction does not invalidate or render unenforceable such provision in any
other jurisdiction.
<PAGE>

                                     -105-

          Section 11.15.  Governing Law.

          This Agreement shall be governed by and interpreted and enforced in
accordance with the laws of the Province of Ontario and the laws of Canada
applicable therein.

          Section 11.16.  Consent to Jurisdiction.

          (1)  Each of the Borrowers hereby irrevocably submits to the non-
exclusive jurisdiction of any Ontario court sitting in Toronto, Ontario, Canada
in any action or proceeding arising out of or relating to this Agreement and
hereby irrevocably agrees that all claims in respect of any such action or
proceeding may be heard and determined in such Ontario court. Each of the
Borrowers hereby irrevocably waives, to the fullest extent each may effectively
do so, the defence of an inconvenient forum to the maintenance of such action or
proceeding. Each of Bracknell and Nationwide hereby irrevocably appoint The
State Group Limited (the "Process Agent"), at 2150 Islington Avenue, 4th Floor,
Etobicoke, Ontario M9P 3V4, Attention: President, Industrial Division, as their
respective agent to receive, on behalf of it and its property, service of copies
of any statement of claim and any other process which may be served in any such
action or proceeding. Such service may be made by delivering a copy of such
process to Bracknell or Nationwide, as applicable, in care of the Process Agent
at the Process Agent's above address, and each of Bracknell and Nationwide
hereby irrevocably authorizes and directs the Process Agent to accept such
service on their behalf. Each of Bracknell and Nationwide agree that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by Law.

          (2)  Nothing in this Section 11.16 shall affect the right of the
Agent, any Lender or any other Person to serve legal process in any other manner
permitted by Law or to bring any action or proceeding against the Borrowers or
their respective property in the courts of any other applicable jurisdiction.

          Section 11.17.  Counterparts.

          This Agreement may be executed in any number of counterparts
(including by way of facsimile) and all of such counterparts taken together
shall be deemed to constitute one and the same instrument.

          Section 11.18.  Reference to and Effect on the Original Credit
Agreement.


          On and after the date hereof, each reference in the Original Credit
Agreement to "this Agreement", "hereunder", "hereof", "herein" or words like
import, and each reference to the Original Credit Agreement in the Credit
Documents and all other agreements, documents, instruments delivered by all or
<PAGE>

                                     -106-

any one or more of the Administrative Agent, the Lenders, the Borrowers and any
other Person, shall mean and be a reference to the Original Credit Agreement as
amended and restated hereby, and except as specifically amended and restated and
as the Credit Agreement may be further amended, restated or supplemented, the
Original Credit Agreement shall remain in full force and effect and is hereby
ratified and confirmed.

          IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective authorized officers as of the date first above
written.

                                          BRACKNELL CORPORATION


                                          Per: ______________________________
                                                 Authorized Signing Officer

                                          Per: ______________________________
                                                 Authorized Signing Officer


                                          NATIONWIDE ELECTRIC, INC.


                                          Per: ______________________________
                                                 Authorized Signing Officer


                                          THE STATE GROUP LIMITED


                                          Per: ______________________________
                                                 Authorized Signing Officer
<PAGE>

                                     -107-

COMMITMENTS                         THE LENDERS

Canadian Term                       ROYAL BANK OF CANADA
Commitment:

           U.S. $5,215,518          Per: ______________________________
                                         Authorized Signing Officer
Canadian Acquisition
Commitment:

                                    Per: ______________________________
           U.S. $1,043,102               Authorized Signing Officer
                                         Address:    200 Bay Street
Canadian Operating                                   13/th/ Floor, South Tower
Commitment:                                          Toronto, Ontario
                                                     M5J 2J5
           U.S. $6,250,000

                                         Telephone:  (416) 974-2802
Canadian Swingline                       Telecopier: (416) 974-7376
Commitment:
                                         Attention:  Senior Account Manager

           U.S. $5,000,000
<PAGE>

                                     -108-

Canadian Term                      CANADIAN IMPERIAL BANK OF
Commitment:                        COMMERCE


           U.S. $4,353,448         Per: ______________________________
                                        Authorized Signing Officer
Canadian Acquisition
Commitment:

                                   Per: ______________________________
           U.S. $870,690                Authorized Signing Officer
                                        Address:    BCE Place
Canadian Operating                                  161 Bay Street, 8/th/ Floor
Commitment:                                         Toronto, Ontario
                                                    M5J 2S8
           U.S. $6,250,000
                                        Telephone:  (416) 956-3814
                                        Telecopier: (416) 956-3816

                                        Attention:  Peter A. Mastromarini
                                                    Director, Canadian
                                                    Credit Capital Markets


Canadian Term                      THE TORONTO-DOMINION BANK
Commitment:

           U.S. $4,353,448         Per: ______________________________
                                        Authorized Signing Officer
Canadian Acquisition
Commitment:

                                   Per: ______________________________
           U.S. $870,690                Authorized Signing Officer
                                        Address:    55 King Street West
Canadian Operating                                  Toronto-Dominion Tower
Commitment:                                         9/th/ Floor
                                                    Toronto, Ontario
           U.S. $6,250,000                          M5K 1A2

                                        Telephone:  (416) 982-5609
                                        Telecopier: (416) 944-5630

                                        Attention:  Sandy Robertson
                                                    Vice President & Director
<PAGE>

                                     -109-

Canadian Term                        BANK OF AMERICA CANADA
Commitment:

           U.S. $3,732,759           Per: ______________________________
                                          Authorized Signing Officer
Canadian Acquisition                      Address:    200 Front Street West
Commitment:                                           Suite 2700
                                                      Toronto, Ontario
           U.S. $746,552                              M5V 3L2

Canadian Operating                        Telephone:  (416) 349-4237
Commitment:                               Telecopier: (416) 349-4282

           U.S. $6,250,000                Attention:  Donald Chung
                                                      Vice President,
                                                      Corporate & Investment
                                                      Banking


Canadian Term                        BANK OF MONTREAL
Commitment:

           U.S. $2,698,276           Per: ______________________________
                                          Authorized Signing Officer
Canadian Acquisition
Commitment:

                                     Per: ______________________________
           U.S. $539,655                  Authorized Signing Officer
                                          Address:    24/th/ Floor
                                                      First Canadian Place
                                                      Toronto, Ontario
                                                      M5X 1A1

                                          Telephone:  (416) 867-7147
                                          Telecopier: (416) 867-4741

                                          Attention:  Director, Asset Portfolio
                                                      Management
<PAGE>

                                     -110-

Canadian Term                         BANK ONE CANADA
Commitment:

           U.S. $2,353,448            Per: ______________________________
                                           Authorized Signing Officer
Canadian Acquisition
Commitment:

                                      Per: ______________________________
           U.S. $470,690                   Authorized Signing Officer
                                           Address:    161 Bay Street
                                                       Suite 4240
                                                       Toronto, Ontario
                                                       M5J 2S1

                                           Telephone:  (416) 365-5260
                                           Telecopier: (416) 363-7574

                                           Attention:  Michael Bauer
                                                       Vice President

Canadian Term                         COMERICA BANK - CANADA
Commitment:

           U.S. $2,293,103            Per: ______________________________
                                           Authorized Signing Officer
Canadian Acquisition
Commitment:

                                      Per: ______________________________
           U.S. $458,621                   Authorized Signing Officer
                                           Address:    Royal Bank Plaza
                                                       South Tower, Suite 2210
                                                       Toronto, Ontario
                                                       M5J 2J2

                                           Telephone:  (416) 367-3113
                                           Telecopier: (416) 367-2460

                                           Attention:  Philip Buxton
                                                       Managing Director
<PAGE>

                                     -111-

U.S. Operating                       ROYAL BANK OF CANADA
Commitment:

           U.S. $9,700,000           Per: ______________________________
                                          Authorized Signing Officer
                                          Address:    Royal Bank of Canada
                                                      Grand Cayman
                                                      (North America No. 1)
                                                      Branch
                                                      c/o New York Branch
                                                      One Liberty Plaza
                                                      3/rd/ Floor
                                                      New York, New York
                                                      10006-1404

                                          Telephone:  (212) 428-6322
                                          Telecopier: (212) 428-2372

                                          Attention:  Manager, Loans
                                                      Administration

                                          with a copy to:

                                          Telephone:  (212) 428-6363
                                          Telecopier: (212) 809-7148

                                          Attention:  N.G. Millar

U.S. Operating                       CIBC INC.
Commitment:

           U.S. $14,633,333          Per: ______________________________
                                          Authorized Signing Officer


                                     Per: ______________________________
                                          Authorized Signing Officer
                                          Address:    CIBC World Markets
                                                      425 Lexington Avenue
                                                      New York, New York
                                                      10017

                                          Telephone:  (212) 856-3504
                                          Telecopier: (212) 856-3761

                                          Attention:  Howard Palmer
<PAGE>

                                     -112-

U.S. Operating                        TORONTO DOMINION (TEXAS) INC.
Commitment:

           U.S. $14,833,333           Per: ______________________________
                                           Authorized Signing Officer
                                           Address:    909 Fannin Street
                                                       17/th/ Floor
                                                       Houston, Texas
                                                       77010

                                           Telephone:  (713) 653-8289
                                           Telecopier: (713) 951-9921

                                           Attention:  Mark A. Baird


U.S. Operating                        BANK OF AMERICA, N.A.
Commitment:

           U.S. $7,100,000            Per: ______________________________
                                           Authorized Signing Officer
                                           Address:    1850 Gateway Blvd.
                                                       5/th/ Floor
                                                       Concord, California
                                                       94520

                                           Telephone:  (925) 675-8025
                                           Telecopier: (925) 675-8051

                                           Attention:  Jacqueline Ho
                                                       Vice President
<PAGE>

                                     -113-

U.S. Operating                        BANK OF MONTREAL
Commitment:

           U.S. $16,016,667           Per: ______________________________
                                           Authorized Signing Officer


                                      Per: ______________________________
                                           Authorized Signing Officer
                                           Address:    115 South LaSalle Street
                                                       12/th/ Floor
                                                       Chicago, Illinois
                                                       60603

                                           Telephone:  (312) 750-6958
                                           Telecopier: (312) 750-6057

                                           Attention:  Bruce A. Pietka


U.S. Operating                        BANK ONE, KENTUCKY, N.A.
Commitment:

           U.S. $6,350,000            Per: ______________________________
                                           Authorized Signing Officer
U.S. Alternate Operating
Commitment:
                                      Per: ______________________________
           U.S. $5,000,000                 Authorized Signing Officer
                                           Address:    416 West Jefferson St.
                                                       Louisville, Kentucky
                                                       40202

                                           Telephone:  (502) 566-2895
                                           Telecopier: (502) 566-8324

                                           Attention:  Mary Lou Pollett
<PAGE>

                                     -114-

U.S. Operating                       COMERICA BANK
Commitment:

           U.S. $4,700,000           Per: ______________________________
                                          Authorized Signing Officer


                                     Per: ______________________________
                                          Authorized Signing Officer
                                          Address:    500 Woodward Avenue
                                                      Detroit, Michigan
                                                      48226


                                          Telephone:  (313) 222-9125
                                          Telecopier: (313) 964-4765

                                          Attention:  Jim Lentner


U.S. Operating                       MERRILL LYNCH CAPITAL CORP.
Commitment:

           U.S. $8,333,333           Per: ______________________________
                                          Authorized Signing Officer


                                     Per: ______________________________
                                          Authorized Signing Officer
                                          Address:    4 World Financial Cente
                                                      7/th/ Floor
                                                      New York, N.Y. 10080

                                          Telephone:  (212) 449-8414
                                          Telecopier: (212) 738-1649

                                          Attention:  Carol Feeley
                                                      Portfolio Manager

                                          with a copy to:

                                          Telephone:  (212) 449-9579
                                          Telecopier: (212) 738-1649
                                          Attention:  Paul Fox,
                                                      Portfolio Manager
<PAGE>

                                     -115-

U.S. Operating                          WELLS FARGO BANK, N.A.
Commitment:

           U.S. $6,666,667              Per: ______________________________
                                             Authorized Signing Officer


                                        Per: ______________________________
                                             Authorized Signing Officer
                                             Address:    South & Marquette
                                                         Minneapolis, MN  55479

                                             Telephone:  (612) 667-0967
                                             Telecopier: (612) 667-7266

                                             Attention:  Mike McGroarty
                                                         Vice President


U.S. Operating                          FIRSTAR BANK, N.A.
Commitment:

           U.S. $6,666,667              Per: ______________________________
                                             Authorized Signing Officer


                                        Per: ______________________________
                                             Authorized Signing Officer
                                             Address:    1 Firstar Plaza
                                                         St. Louis, MO  63101

                                             Telephone:  (314) 418-1967
                                             Telecopier: (314) 418-3859

                                             Attention:  David F. Higbee
                                                         Vice President
<PAGE>

                                     -116-

                                  THE ADMINISTRATIVE AGENT

                                  ROYAL BANK OF CANADA


                                  Per: ______________________________
                                       Authorized Signing Officer
                                       Address:    Global Banking -
                                                   Canada
                                                   Royal Bank Plaza
                                                   South Tower
                                                   200 Bay Street, 12/th/ Floor
                                                   Toronto, Ontario
                                                   M5J 2J5

                                       Telephone:  (416) 974-3866
                                       Telecopier: (416) 974-2407

                                       Attention:  Manager, Agency