<PAGE>

                                                                  EXHIBIT 10.2.2

                         BRACKNELL LIMITED PARTNERSHIP

                                  as Borrower

                                    - 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


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

                     AMENDED AND RESTATED CREDIT AGREEMENT

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




                         Dated as of December 22, 2000
<PAGE>

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<S>                                                                                     <C>
                                         ARTICLE 1
                                      INTERPRETATION

Section 1.01.   Defined Terms.......................................................     1
Section 1.02.   Gender and Number...................................................    11
Section 1.03.   Interpretation not Affected by Headings, etc........................    11
Section 1.04.   Currency............................................................    11
Section 1.05.   Certain Phrases, etc................................................    11
Section 1.06.   Accounting Terms....................................................    11
Section 1.07.   Rateable Portion of Advances........................................    12
Section 1.08.   Incorporation of Schedules..........................................    12
Section 1.09.   Conflict............................................................    12
Section 1.10.   Actions on Days Other Than Business Days............................    12

                                         ARTICLE 2
                                      CREDIT FACILITY

Section 2.01.   Availability........................................................    13
Section 2.02.   Commitments and Facility Limits.....................................    13
Section 2.03.   Use of Proceeds and Limitations on Accommodations...................    14
Section 2.04.   Mandatory Repayments and Reductions of Commitments..................    14
Section 2.05.   Optional Prepayments and Reductions of Commitments..................    14
Section 2.06.   Changes to Applicable Margins and Applicable Facility Fee...........    15
Section 2.07.   Fees................................................................    16
Section 2.08.   Payments under this Agreement.......................................    16
Section 2.09.   Application of Payments and Prepayments.............................    17
Section 2.10.   Computations of Interest and Fees...................................    17

                                         ARTICLE 3
                                         ADVANCES

Section 3.01.   The Advances........................................................    18
Section 3.02.   Procedure for Borrowing.............................................    18
Section 3.03.   Conversions and Elections Regarding Advances........................    18
Section 3.04.   Circumstances Requiring Prime Rate Pricing..........................    19
Section 3.05.   Interest on Advances................................................    20

                                         ARTICLE 4
                                   CONDITIONS OF LENDING

Section 4.01.   Conditions Precedent to the Initial Accommodation...................    21
Section 4.02.   Conditions Precedent to Accommodations and Conversions..............    22
</TABLE>
<PAGE>

                                      (2)

<TABLE>
<S>                                                                               <C>
Section 4.03.   No Waiver.....................................................    23

                                      ARTICLE 5
                           REPRESENTATIONS AND WARRANTIES

Section 5.01.   Representations and Warranties................................    24
Section 5.02.   Survival of Representations and Warranties....................    28

                                      ARTICLE 6
                              COVENANTS OF THE BORROWER

Section 6.01.   Affirmative Covenants.........................................    29
Section 6.02.   Negative Covenants............................................    31

                                      ARTICLE 7
                                  EVENTS OF DEFAULT

Section 7.01.   Events of Default.............................................    34
Section 7.02.   Remedies Upon Default.........................................    36

                                      ARTICLE 8
                      THE ADMINISTRATIVE AGENT AND THE LENDERS

Section 8.01.   Authorization and Action......................................    37
Section 8.02.   No Liability..................................................    37
Section 8.03.   Accommodations by Administrative Agent........................    38
Section 8.04.   Reference Rate Determinations.................................    38
Section 8.05.   Holding of Security; Sharing of Payments, etc.................    38
Section 8.06.   Lender Credit Decisions.......................................    39
Section 8.07.   Indemnification...............................................    40
Section 8.08.   Liability of the Lenders inter se.............................    40
Section 8.09.   Successor Administrative Agents...............................    40

                                      ARTICLE 9
                                    MISCELLANEOUS

Section 9.01.   Amendment.....................................................    42
Section 9.02.   Waiver........................................................    42
Section 9.03.   Evidence of Debt and Accommodation Notices....................    43
Section 9.04.   Notices, etc..................................................    43
Section 9.05.   Confidentiality...............................................    44
Section 9.06.   Costs, Expenses and Indemnity.................................    45
Section 9.07.   Taxes and Other Taxes.........................................    47
Section 9.08.   Successors and Assigns........................................    49
Section 9.09.   Right of Set-off..............................................    50
</TABLE>
<PAGE>

                                      (3)

<TABLE>
<S>                                                                         <C>
Section 9.10.   Accommodations by Lenders...............................    51
Section 9.11.   Rateable Payments.......................................    51
Section 9.12.   Judgment Currency.......................................    52
Section 9.13.   Interest on Accounts....................................    52
Section 9.14.   Severability............................................    52
Section 9.15.   Governing Law...........................................    53
Section 9.16.   Consent to Jurisdiction.................................    53
Section 9.17.   Counterparts............................................    54
</TABLE>


                                   SCHEDULES

Schedules Relating to Accommodations

Schedule 1 -   Form of Borrowing Notice
Schedule 2 -   Form of Election Notice
Schedule 3 -   Notice Periods and Amounts
Schedule 4 -   Form of Compliance Certificate

Schedules Relating to Closing Deliveries

Schedule 5 -   List of Security Documents
Schedule 6 -   Cash Management Protocol

Forms Schedules

Schedule 7 -   Form of Assignment Agreement

Disclosure Schedules

Schedule 5.01(f)  -    Location of Assets and Business
Schedule 5.01(k)  -    Subsidiaries
<PAGE>

                     AMENDED AND RESTATED CREDIT AGREEMENT

     Amended and Restated Credit Agreement dated as of December 22, 2000, among
BRACKNELL LIMITED PARTNERSHIP, as Borrower, 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 July 21, 2000 (the
"Original Credit Agreement") among the Borrower, the Lenders and the
Administrative Agent, the Lenders made certain credit facilities available to
the Borrower.

     AND WHEREAS the Borrower, the Lenders and the Administrative Agent have
determined to amend and restate the provisions of the Original Credit Agreement
as herein provided for the purposes of effecting the aforementioned amendments,
and the amendments provided herein are 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 Original 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:

     "Accommodation" means an Advance made by a Lender on the occasion of any
Borrowing.

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

     "Accommodations Outstanding" means, in relation to the Borrower and any
Lender at any time under the Credit Facility, an amount equal to the sum of the
aggregate principal amount of all outstanding Advances made by the Lender under
the Credit Facility and, in relation to the Borrower and all Lenders, means the
sum of the Accommodations Outstanding to each Lender.

     "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)
<PAGE>

                                      -2-

acquisition of any shares, interests, participations or other equivalents
(including partnership interests) of or in any other Person.

     "Acquisition Availability Expiry Date" means December 31, 2000;

     "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 the securities of the General Partner entitled
to vote for the election of the General Partner's board of directors, (ii) any
such Person's designees represent a majority of the General Partner'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
the Borrower's property and assets to a Person.

     "Administrative Agent" means Royal Bank of Canada as Administrative Agent
for the Lenders under this Agreement, and any successor appointed pursuant to
Section 8.09.

     "Advances" means advances made by a Lender under Article 3 and "Advance"
means any one of such advances. Advances will be denominated in U.S. Dollars.
Advances from a Lender may be designated as a "Libor Rate Advance" or a "U.S.
Prime Rate Advance". Each of a Libor 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.

     "Applicable Facility Fee" shall mean the Applicable Facility Fee, as
defined in and calculated in accordance with the Senior Secured Bracknell Credit
Facility.

     "Applicable Margin" shall mean the Applicable Margin, as defined in and
calculated in accordance with the Senior Secured Bracknell Credit Facility.

     "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 9.08 (3).
<PAGE>

                                      -3-

          "Borrower" means Bracknell LP.

          "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 Credit Agreement" means that certain Third Amended and
Restated Credit Agreement dated as of December 22, 2000 among Bracknell, State
and Nationwide as borrowers, Royal Bank of Canada, as administrative agent and
the financial institutions on the signature pages thereto as lenders.

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

          "Bracknell 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 as such terms are defined in the Senior Secured Bracknell Credit
Facility.

          "Bracknell Group Business" means the business of providing electrical,
mechanical, multi-trade and telecommunications contracting and facilities
management services and services incidental thereto carried on by Bracknell and
its subsidiaries.

          "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 or New York City, New York and, where used in the context of a Libor
Rate Advance, also a day on which dealings are carried on in the London
interbank market.

          "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.

          "Cash Management Protocol" means the protocol attached hereto as
Schedule 6.

          "Closing Date" means the date on which this Agreement becomes
effective pursuant to Section 4.01.

          "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.
<PAGE>

                                      -4-

          "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 Borrower or any of its Subsidiaries.

          "Commitment" means, at any time, in respect of the Credit Facility,
U.S.$220,000,000 (as reduced pursuant to Article 2) and a "Lender's Commitment"
means, at any time, the relevant amount designated as such and set forth
opposite the Lender's name on the signature pages (as reduced or increased
pursuant to Articles 2 and 3).

          "Compliance Certificate" means a certificate of the Borrower,
substantially in the form of Schedule 4, signed on its behalf by the President
and Treasurer or Vice-President and Secretary of the General Partner or any
other officer acceptable to the Administrative Agent.

          "Credit Documents" means this Agreement, the Security Documents and
all other documents to be executed and delivered to the Administrative Agent or
the Lenders, or both, by the Borrower and its Subsidiaries.

          "Credit Facility" means the term credit facility to be made available
to the Borrower under this Agreement for the purposes set out in Section 2.03.

          "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 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
<PAGE>

                                      -5-

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 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.

          "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.

          "Event of Default" has the meaning specified in Section 7.01.

          "Facility Availability Expiry Date" means April 30, 2001.

          "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 Borrower under this Agreement.

          "Finance Group Business" means borrowings or other debt financings
used directly or indirectly to provide financing to subsidiaries of Bracknell
incorporated under the laws of any state or territory of the United States.
<PAGE>

                                      -6-

          "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 the Borrower may specify from time to time in
accordance with Section 6.01(b)(iv).

          "Financial Year" means, in relation to the Borrower, 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 the
Borrower may specify from time to time in accordance with Section 6.01(b)(iv).

          "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.

          "General Partner" means 1406883 Ontario Limited, the general partner
of the Borrower.

          "GAAP" means, at any time, accounting principles generally accepted in
Canada 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
the Borrower'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.

          "Hedging Agreements" means any forward contract, futures contract,
swap, option or other financial agreement or arrangement (including, without
limitation, caps, floors, collars, puts and similar agreements) relating to, or
the value of which is primarily dependent upon, interest rates or currency
exchange rates.

          "Indemnified Person" has the meaning specified in Section 9.06(1).

          "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
<PAGE>

                                      -7-

other securities of, any Person as an investment in, and not as an acquisition
of, any Person.

          "Lenders" mean, collectively, the lenders set forth on the signature
pages hereof, any Person who may become a Lender pursuant to Section 9.08 and
their respective successors and assigns, and, in the singular, any of them.

          "Lender's 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 the 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 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 the 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
<PAGE>

                                      -8-

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 Borrower or a material adverse effect on the ability
of the Borrower to perform its obligations under the Credit Agreement or on the
ability of the Administrative Agent and the Lenders to enforce such obligations.

          "Material Agreements" means any agreement, contract or similar
instrument to which the Borrower or any of the 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 the 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.

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

          "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.

          "Original Currency" has the meaning specified in Section 9.12(1).

          "Other Currency" has the meaning specified in Section 9.12(1).
<PAGE>

                                      -9-

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

          "Participant" has the meaning specified in Section 9.08(3).

          "Partnership Agreement" means the limited partnership agreement dated
May 22, 2000 among the General Partner, and State, The State Services Group
Limited and Highlight Wireless Solutions Inc., as limited partners, in respect
of the Borrower.

          "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; and

(b)       Liens in favour of the Administrative Agent and the Lenders created by
the Security Documents.

          "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.

          "Related Party" means, in respect of the Borrower or any 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 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
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 Subsidiary who exercises control or direction over
voting securities of the Borrower or Subsidiary or a combination of both
carrying more than 10% of the voting rights attached to all voting securities of
the Borrower or Subsidiary for the time being outstanding, (v) a director or
senior officer of the Borrower, Subsidiary or related party of the Borrower or
Subsidiary, or (vi) an Affiliate of any of the foregoing.

          "Repayment Date" means, in respect of the repayment of all
Accommodations made under the Credit Facility, October 31, 2004.

          "Restricted Subsidiary" shall have the meaning attributed to it in the
Bracknell Credit Agreement.
<PAGE>

                                      -10-

          "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 Borrower and its Subsidiaries securing their obligations under this
Agreement and the other Credit Documents.

          "Security Documents" means the agreements described in Schedule 5 and
any other security granted to the Administrative Agent or the Lenders, or both,
as security for the obligations of the Borrower and the Subsidiaries under this
Agreement and the other Credit Documents.

          "Senior Secured Bracknell Credit Facility" means the senior secured
credit facility in the aggregate principal amount of U.S.$150,000,000 made
available to Bracknell, State and Nationwide pursuant to the Bracknell Credit
Agreement.

          "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.

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

          "Subordinated Debt" means the principal amount outstanding at any time
of Debt payable by the Borrower or a Subsidiary which (i) is unsecured, (ii) has
covenants and events of default provisions which are not less favourable to the
Borrower or a Subsidiary than the covenants and events of default provisions in
this Agreement, (iii) has no required redemption provisions and matures after
the latest 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, all 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 the Borrower including,
without limitation, those identified as such in Schedule 5.01(k).

          "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.
<PAGE>

                                      -11-


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

          "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 determines 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 the Borrower or any other Person.

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

          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. Rateable Portion of Advances. References in this
Agreement to a Lender's rateable portion of Advances 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 1.08. Incorporation of Schedules. The schedules attached to
this Agreement shall, for all purpose of this Agreement, form an integral part
of it.
<PAGE>

                                      -12-

          Section 1.09. 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 1.10. 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.

                        _______________________________
<PAGE>

                                      -13-

                                   ARTICLE 2

                                CREDIT FACILITY

          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 Borrower rateably in accordance with
each such Lender's Commitment. Accommodations shall be made available as
Advances pursuant to Article 3.

          (2)  Accommodations under the Credit Facility shall be made available
from time to time in accordance with this Agreement at any time on or prior to
the Acquisition Availability Expiry Date, provided that Accommodations in an
amount not to exceed U.S.$25,000,000 shall be made available from time to time
in accordance with this Agreement at any time on or prior to the Facility
Availability Expiry Date. The undrawn amount of the Commitment in excess of
U.S.$25,000,000 shall be permanently cancelled on the Acquisition Availability
Expiry Date. The undrawn amount of the Commitment not otherwise cancelled in
accordance with the foregoing sentence, shall be permanently cancelled on the
Facility Availability Expiry Date.

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

          Section 2.02. Commitments and Facility Limits. (1)  The
Accommodations Outstanding (i) to all Lenders under the Credit Facility shall
not at any time exceed the Commitment, and (ii) to each Lender under the Credit
Facility shall not at any time exceed the Lender's Commitment.

          (2)  The Credit Facility shall not revolve and any amount repaid or
prepaid, as the case may be, under the Credit Facility cannot be reborrowed and
shall reduce the 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. The
proceeds of Accommodations under the Credit Facility shall be used:
<PAGE>

                                      -14-

          (i)   to repay amounts outstanding under the Senior Secured Bracknell
                Credit Facilities;

          (ii)  to assist Bracknell or any Restricted Subsidiary of Bracknell
                with the financing of Permitted Acquisitions (as defined in the
                Bracknell Credit Agreement);

          (iii) to repay amounts outstanding under the Sunbelt Notes; and

          (iv)  for general corporate purposes.

          Section 2.04. Mandatory Repayments and Reductions of Commitments.

          (1)  (1)  The Borrower shall repay (subject to Section 7.01) and there
shall become due and payable the Accommodations Outstanding under the Credit
Facility rateably in quarterly installments in the following amounts (expressed
as a percentage of the Commitment at the close of business on the Facility
Availability Expiry Date) 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; (ii) 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.

          (2)  Except as permitted under this Agreement in connection with the
Cash Management Protocol and the Finance Group Business, if the Borrower or a
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; and
(ii) secondly, to the Administrative Agent, for the account of the Lenders to be
applied pro rata to the prepayment of Accommodations Outstanding under the
Credit Facility (and the Commitment shall be reduced by such amount). Such
payment shall be made within 5 Business Days of receipt of the Net Proceeds.

          Section 2.05. Optional Prepayments and Reductions of Commitments.

          (1)  (1)  Subject to the provisions of this Agreement, if the 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. Each partial prepayment and reduction shall be
in an aggregate minimum principal amount of U.S. $1,000,000 and U.S. $500,000
<PAGE>

                                      -15-

integral multiples thereof and the Lenders' Commitment, to the extent so
requested, shall be so reduced on such date . The Borrower shall prepay a Libor
Rate Advance only on the last day of the Libor Interest Period applicable to it.

          (2)  Subject to the next sentence, if the Credit Facilities are
prepaid from the proceeds of Commercial Debt, the Borrower 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)  Any changes in the Applicable Margin and Applicable Facility Fee made
pursuant to the Senior Secured Bracknell Credit Facility shall apply mutatis
mutandis to the Applicable Margin and Applicable Facility Fee under this
Agreement.

          (2)  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 of the Senior Secured Bracknell Credit Facility
is required to be delivered thereunder (the "Bracknell Compliance Certificate").
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
Bracknell 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
as determined under the Senior Secured Bracknell Credit Facility. Upon receipt
of the Bracknell 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 the Borrower 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 Borrower 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.

          (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
<PAGE>

                                      -16-

shall revert to the highest rates provided for in Schedule 6 to the Senior
Secured Bracknell Credit Facility.

          Section 2.07. Fees. The Borrower 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, the Borrower shall (i) make any payment
required to be made by it to the Administrative Agent or any Lender by wire
transfer of immediately available funds in the amount of the payment to
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 3, 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. 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
Borrower under this Agreement by wire transfer of immediately available funds in
the amount of the payment, as instructed by the Borrower from time to time, not
later than 1:00 p.m. (Toronto time) on the date the payment is to be made.

          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 Commitment shall be applied by the
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 the Borrower 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 the Borrower's obligations to pay any unpaid
interest and
<PAGE>

                                      -17-

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

                      __________________________________
<PAGE>

                                      -18-

                                   ARTICLE 3

                                   ADVANCES

          Section 3.01. The Advances. (1)  Subject to the conditions precedent
in Article 4, each Lender severally agrees, on the terms and conditions of this
Agreement, to make Advances to the Borrower under the Facility, from time to
time on any Business Day prior to the Repayment Date.

          (2)  Advances shall be made available as U.S. Prime Rate Advances and
Libor Rate Advances.

          (3)  Each Borrowing shall consist of the same Types of Advances made
to the Borrower on the same day rateably by the relevant Lenders.

          (4)  Each Borrowing shall be in a minimum amount of) U.S.$2,000,000
and U.S. $1,000,000 multiples thereof.

          Section 3.02. Procedure for Borrowing. (1)  Each Borrowing shall be
made on the number of days prior notice specified in Schedule 3, given not later
than (i) 12:00 noon (New York City time) by the 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 requested date of the Borrowing, (ii) the
Type of Advances comprising the Borrowing, (iii) the aggregate amount of the
Borrowing, and (iv) 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 4, the
Administrative Agent will make such funds available to the Borrower in
accordance with Article 2.

          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 U.S. Prime Rate Advance,
the date on which the Advance is repaid in full or is changed to a Libor Rate
Advance pursuant to Section 3.03(2).

          (2)  The Borrower may elect to (i) change any Advance to another Type
of Advance in accordance with Section 3.03(3) upon the number of days notice
specified in Schedule 3 (y) in the case of a U.S. Prime Rate Advance, as of any
Business Day, and (z) in the case of a Libor Rate Advance, as of the last day of
the Libor Interest Period applicable to the Libor Rate Advance, or (ii) continue
any
<PAGE>

                                      -19-

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 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 3
given, in each case, not later than 12:00 noon (New York City time) by the
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 the 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 U.S. Prime
Rate Advance. The 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, (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 (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 the Libor Rate no longer
representing the effective cost to the Lenders of deposits in the market, then,

(a)  the right of the 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; and

(c)  if a Libor Rate Advance is already outstanding at any time when the right
of the Borrower to select Libor Rate Advances is suspended, it and all other
<PAGE>

                                      -20-

Libor Rate Advances in the same Borrowing shall become U.S. Prime Rate Advances
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).

          Section 3.05. Interest on Advances. (1)  The Borrower 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 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

(b)       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 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 a
Libor Rate 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>

                                      -21-

                                   ARTICLE 4

                              CONDITIONS OF LENDING

          Section 4.01. Conditions Precedent to Effectiveness. This Agreement
shall be effective subject to and upon 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 Borrower contained in
Section 5.01 are true and correct on the date hereof and of the Accommodation as
if such representations and warranties were made on that date;

(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 authorizing instrument of the Borrower
               approving the amendments to the Original Credit Agreement and the
               borrowings and other matters contemplated by this Agreement and
               approving the entering into and completion of all transactions
               contemplated by the Credit Documents,

          B.   a certified copy of the Partnership Agreement,

          C.   a certificate of the Secretary or other senior officer of the
               Borrower certifying the names and true signatures of its officers
               authorized to sign this Agreement and the other Credit Documents,

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

          E.   the Credit Documents specified in Schedule 5,

          F.   copies of all corporate and lien searches undertaken against the
               Borrower and each Subsidiary,
<PAGE>

                                      -22-

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

          H.   a certificate from the chief financial officer of the Borrower,
               certifying that the Borrower (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 left with an unreasonably small
               amount of capital, and (iv) has not incurred Debt which cannot be
               satisfied on a timely basis,

          I.   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 the Borrower and each Subsidiary
with such exceptions as are permitted pursuant to this Agreement or any of the
other Credit Documents;

(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 6.01 of the Senior Secured
Bracknell Credit Facility shall have been satisfied.

          Section 4.02. 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:
<PAGE>

                                      -23-

(a)       the representations and warranties of the Borrower contained in
Section 5.01 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; and

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

          (2) Each of the giving of any Accommodation Notice by the Borrower and
the acceptance by the Borrower of any Accommodation shall be deemed to
constitute a representation and warranty by the Borrower 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 4.02(1) are true and correct.

          Section 4.03. 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 4.01 or 4.02 shall not constitute a waiver
of any condition and the Administrative Agent and the Lenders reserve the right
to require fulfillment of such condition in connection with any subsequent
Accommodation Notice or Accommodation.

                      __________________________________
<PAGE>

                                      -24-


                                   ARTICLE 5

                        REPRESENTATIONS AND WARRANTIES

          Section 5.01. Representations and Warranties. The 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. The Borrower is a partnership validly
formed and existing under the laws of Nevada. At the date of this Agreement,
each of the Subsidiaries is a corporation or partnership, as the case may be,
validly incorporated, organized and validly existing or formed, as the case may
be, under the laws of its jurisdiction of incorporation or other organization as
set forth in Schedule 5.01(k). The Borrower and each 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. The Borrower and each of the Subsidiaries has all
requisite corporate or partnership, as the case may be, 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 the
Borrower and each 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 including, in the case of the Borrower, the
Partnership Agreement, (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, or (y) the acceleration of the
maturity of any debt binding on or affecting the Borrower or Subsidiary.

(d)       Corporate Action, Governmental Approvals, etc. The execution and
delivery of each of the Credit Documents by the Borrower and each Subsidiary and
the performance by the Borrower and the Subsidiaries of their respective
obligations under the Credit Documents have been duly authorized by all
necessary corporate or partnership action, as the case may be, including,
without limitation, the obtaining of all necessary shareholder or partnership
consents. No
<PAGE>

                                      -25-

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 the Borrower and each
Subsidiary which is a party thereto and constitute legal, valid and binding
obligations of the Borrower and 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 the
Borrower or any Subsidiary has any place of business or stores any tangible
personal property are listed in Schedule 5.01(f).

(g)       Authorizations, etc. Neither the Borrower nor any of the Subsidiaries
requires any authorizations, permits, consents, registrations and approvals
necessary to properly conduct the Finance Group Business.

(h)       Ownership of Property. Neither the Borrower nor any of the
Subsidiaries (i) owns any real property, (ii) is bound by any agreement to own
or lease any real property, or, (iii) leases any real property.

(i)       Compliance with Laws. The Borrower and each of the Subsidiaries is, in
compliance in all material respects with all applicable laws, rules,
regulations, by-laws, judgments, orders, decisions and awards.

(j)       No Default. Neither the Borrower nor any of the Subsidiaries is in
violation of the Partnership Agreement, its constating documents, its by-laws or
any shareholders' agreement or other governing agreement applicable to it.

(k)       Subsidiaries, etc. At the date of this Agreement (i) there are no
subsidiaries of the Borrower other than the subsidiaries identified as such in
Schedule 5.01(k), (ii) the share ownership or partnership contribution, as the
case may be, of each of the Subsidiaries is as described in Schedule 5.01(k),
and (iii) the Borrower and the Subsidiaries are not, directly or indirectly,
members of, or participants in, any partnership, joint venture or syndicate
except as described in Schedule 5.01(k). Except as described in Schedule
5.01(k), neither the Borrower or any of the Subsidiaries is an unlimited
liability company. Each of the Subsidiaries is a wholly-owned, direct or
indirect, subsidiary of the Borrower, carries on no active
<PAGE>

                                      -26-

business and has no assets or liabilities, other than in connection with the
Finance Group Business.

(l)       No Burdensome Agreements. Neither the Borrower nor any of the
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.

(m)       No Litigation. There are no material actions, suits, arbitrations or
proceedings pending, taken or, to the Borrower's knowledge, threatened, before
or by any Governmental Entity or other Person affecting the Borrower or any
Subsidiary. No law, rule, regulation, by-law, decision, order or judgment which
may affect the Borrower or any of the Subsidiaries has been enacted, promulgated
or applied which challenges, or to the best knowledge of the Borrower, 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.

(n)       Pension Plans. Neither the Borrower nor any of the Subsidiaries has
any pension plans. Without limiting the generality of the foregoing, (i) neither
the Borrower nor any of the Subsidiaries has breached the fiduciary rules of
ERISA or engaged in any prohibited transactions in connection with which the
Borrower or any of the Subsidiaries could be subjected to (in the case of any
such breach) a suit for damages or (in the case of any prohibited transaction)
either a civil penalty assessed under section 502(i) of ERISA or a tax imposed
by Section 4975 of the Internal Revenue Code; (ii) as of the date hereof,
neither the Borrower nor any of the Subsidiaries has ever established,
maintains, has ever made any contributions to, nor has any liability whatsoever
with respect to, any plan, as defined in Section 3(3) of ERISA; and (iii)
neither the Borrower nor any of the Subsidiaries is, nor ever has been, a "party
in interest" (as defined in Section 3(14) of ERISA) or a "disqualified person"
(as defined in Section 4975 of the Internal Revenue Code) with respect to any
"employee benefit plan" (as defined in Section 4975 of the Internal Revenue
Code). The execution and delivery of the Credit Documents will not involve any
transaction which is subject to the prohibitions of Section 406 of ERISA or in
connection with which a tax could be imposed pursuant to Section 4975 of the
Internal Revenue Code.

(o)       Material Agreements, etc. As of the date of this Agreement, neither
the Borrower nor any of the Subsidiaries is a party or otherwise subject to or
bound or affected by any Material Agreement, except as set out in Schedule
5.01(o).

(p)       Books and Records. All books and records of the Borrower and the
Subsidiaries have been fully, properly and accurately kept and completed in
accordance with GAAP and there are no material inaccuracies or discrepancies of
<PAGE>

                                      -27-

any kind contained or reflected therein. The Borrower's and the 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 Borrower.

(q)       Tax Liability. The Borrower and each of the 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 Borrower and each
of the 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 the Borrower, any of the Subsidiaries or
the Business which could reasonably be expected to have a Material Adverse
Effect.

(r)       Financial Statements. The balance sheets, copies of which have been
furnished to the Administrative Agent and the Lenders, fairly present the
consolidated financial position of the Borrower and the Subsidiaries at the date
thereof and the consolidated changes in financial position of the Borrower and
the Subsidiaries for the specified period, all in accordance with GAAP.

(s)       Margin Stock. Neither the Borrower nor any of the 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.

(t)       Investment Company Act. Neither the Borrower nor any of the
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 company", or of
a "subsidiary company" of a "holding company" within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

(u)       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 Borrower which
<PAGE>

                                      -28-

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.

(v)       Partners of the Borrower. As of the date hereof, the only partners of
the Borrower are 1406883 Ontario Limited (general partner and limited partner),
State (limited partner), The State Services Group Limited (limited partner) and
Highlight Wireless Solutions Inc. (limited partner).

          Section 5.02. 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 Borrower to the
Lenders under this Agreement.

                       _________________________________
<PAGE>

                                      -29-

                                   ARTICLE 6

                           COVENANTS OF THE BORROWER

          Section 6.01. Affirmative Covenants. So long as any amount owing under
this Agreement remains unpaid or any Lender has any obligation under this
Agreement, and unless consent is given in accordance with Section 9.01, the
Borrower 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 (y) a consolidated balance sheet of the Borrower
                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, a copy of the audited
                consolidated financial statements of the Borrower for the
                Financial Year prepared in accordance with GAAP and reported on
                by the Borrower's independent auditors; and

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

(b)       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
                statement of the President and Treasurer of the General Partner
                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 Borrower proposes to take or have taken,
<PAGE>

                                      -30-

          (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 the Borrower or any Subsidiary, (v)
                material authorizations, permits or licences which become
                necessary, (w) Material Agreements,

          (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 the Borrower or any of its Subsidiaries is a party,

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

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

(c)       Maintain Existence. Preserve and maintain, and cause each of the
Subsidiaries to preserve and maintain, its partnership or corporate existence,
as the case may be.

(d)       Compliance with Laws, etc. Comply, and cause each of the 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.

(e)       Conduct of Business. Conduct, and cause each of the Subsidiaries to
conduct, in each Financial Year, the Finance Group Business in accordance with
good business practice and the Cash Management Protocol.

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

(g)       Payment of Taxes and Claims. Pay and discharge and cause each of the
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 Borrower or the Subsidiaries have established adequate reserves in
accordance with GAAP or which are Permitted Liens.
<PAGE>

                                      -31-

(h)       Keeping of Books. Keep, and cause each of the Subsidiaries to keep,
proper books of record and account, in which full and correct entries shall be
made of all financial transactions and the assets and business in accordance
with GAAP.

(i)       Visitation and Inspection. At any reasonable time or times, permit
each Lender and the Administrative Agent to visit the properties of the Borrower
and the 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.

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

(k)       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.

(l)       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
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 6.02. Negative Covenants. So long as any amount owing under
the Credit Agreement remains unpaid or any Lender or the Administrative Agent
has any obligation under this Agreement and, unless consent is given in
accordance with Section 9.01, the Borrower shall not:

(a)       Debt. Create, incur, assume or suffer to exist or permit any of the
Subsidiaries to create, incur, assume or suffer to exist any Debt other than (i)
Debt to the Lenders under this Agreement; (ii) Subordinated Debt; and (iii) Debt
under the Senior Secured Bracknell Credit Facility.

(b)       Liens. Create, incur, assume or suffer to exist, or permit any of the
Subsidiaries to create, incur, assume or suffer to exist, any Lien on any of
their respective properties or assets other than Permitted Liens.

(c)       Mergers, Etc. Enter into, or permit any of the 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
<PAGE>

                                      -32-

Person, or (ii) the Borrower ceases to hold, directly or indirectly, 100% of the
shares of its Subsidiaries, or (iii) an Acquisition of Control would occur.

(d)       Disposal of Assets Generally. Sell, exchange, lease, release or
abandon or otherwise dispose of, or permit any of the Subsidiaries to sell,
exchange, lease, release or abandon or otherwise dispose of, any assets or
properties or interests therein to any Person.

(e)       Transactions with Related Parties. Directly or indirectly, itself or
allow any Subsidiary, to enter into any contract with, make any financial
accommodation for or otherwise enter into any transaction with a Related Party
other than in accordance with the Cash Management Protocol or as part of the
Finance Group Business.

(f)       Carry on any of the Bracknell Group Business. Carry on, directly or
indirectly, or permit any of the Subsidiaries to carry on, directly or
indirectly, any part of the Bracknell Group Business.

(g)       Share Capital and Partnership Interests. Issue shares, partnership
interests, or any options, warrants or securities convertible into shares or
partnership interests, except to (i) the Borrower, in the case of the
Subsidiaries, or (ii) the Subsidiaries in the case of other Subsidiaries, if, in
each case, the shares or partnership interests, options, warrants or securities
have been pledged to the Administrative Agent pursuant to the Security
Documents, provided (iii) the Borrower may issue partnership interests to
Bracknell or a Canadian resident Restricted Subsidiary (as defined in the Senior
Secured Bracknell Credit Facility) of Bracknell with the consent of the
Administrative Agent, such consent not to be unreasonably withheld, on condition
such partnership interests are immediately pledged to the Administrative Agent,
for the benefit of the Administrative Agent and the Lenders, as collateral
security for the obligations of such Restricted Subsidiary to the Administrative
Agent and the Lenders.

(h)       Distributions. Declare, make or pay or permit any 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
any Subsidiaries may (i) make payments on account of Debt owing to the Borrower
or any Subsidiary, and (ii) declare and pay dividends to the Borrower or any
Subsidiary, each in accordance with the Cash Management Protocol.

(i)       Investments. Make or permit any of the Subsidiaries to make, any
Investment in any Person other than in accordance with the Cash Management
Protocol and the Finance Group Business.

(j)       Acquisitions. Make or permit any of the Subsidiaries to make any
Acquisition.
<PAGE>

                                      -33-

(k)       Lease-Backs. Enter into or permit any of the Subsidiaries to enter
into any arrangements, directly or indirectly, with any Person, whereby the
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)       Subsidiaries. Incorporate, otherwise form or acquire any subsidiaries
or commence to carry on any Finance Group Business, otherwise than through a
Subsidiary existing as of the date of this Agreement.

(m)       Business Outside Certain Jurisdictions. Have or permit any of the
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 5.01(f) except upon 15 days' written notice
to the Administrative Agent, and (ii) unless the Borrower has 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.

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

(o)       Changes to Cash Management Protocol. Make or permit any Subsidiaries
to make any material changes to the Cash Management Protocol, without the prior
written consent of the Administrative Agent, acting reasonably.

(p)       Hedging. Enter into or allow any of its Subsidiaries to enter into any
Hedging Agreements.

                      __________________________________
<PAGE>

                                      -34-

                                   ARTICLE 7

                                EVENTS OF DEFAULT

          Section 7.01. Events of Default. If any of the following events (each
an "Event of Default") occurs and is continuing:

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

(b)       the 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 the Borrower or a 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)       the Borrower fails to perform, observe or comply with any of the
covenants contained in Sections 6.02;

(e)       the Borrower fails to perform, observe or comply with any of the
covenants contained in Sections 6.01 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 the
Borrower by the Administrative Agent;

(f)       the 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 30 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 the Borrower by the Administrative Agent;

(g)       a 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 30 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 the Borrower by the Administrative Agent;

(h)       the 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 the equivalent amount in any other currency), when such amount becomes due
<PAGE>

                                      -35-

and payable (whether by scheduled maturity, 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 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, if the effect of such event is to accelerate, or
permit the acceleration of the Debt; or any such Debt shall be declared to be
due and payable prior to its stated maturity or settlement date by the holder
thereof;

(i)       the Borrower or any 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 the 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)       there is an Acquisition of Control;

(l)       the Borrower or any 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
<PAGE>

                                      -36-

and assets) occurs, or (iv) takes any corporate action to authorize any of the
above actions;

(m)      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;

(n)      the audited consolidated financial statements of the Borrower are
qualified in any material respect by the Borrower's independent auditors, or

(o)      a Bracknell Event of Default has occurred and is continuing;

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
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 Borrower.

          Section 7.02. Remedies Upon Default. (1) (1) Upon a declaration that
the Accommodations Outstanding are immediately due and payable pursuant to
Section 7.01, 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 Borrower.

          (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 Borrower
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.

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

                                      -37-

                                   ARTICLE 8

                   THE ADMINISTRATIVE AGENT AND THE LENDERS

          Section 8.01. Authorization and Action. (1) (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 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.

          (3) 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).

          (4) 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.

          Section 8.02. 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
<PAGE>

                                      -38-

11.08(5), (ii) may consult with legal counsel (including legal counsel for the
Borrower), 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 Borrower 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 8.03. 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 Borrower
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 8.04. Reference Rate Determinations. (1)(1) Each 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 Lenders.

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

          Section 8.05. Holding of Security; Sharing of Payments, etc. (1) (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
<PAGE>

                                      -39-

the Lenders and without regard to any priority to which any Lender may otherwise
be entitled under applicable law).

          (2)  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 the Borrower or any of the Subsidiaries to secure the
obligations of the Borrower under this Agreement or any Subsidiary under any
Credit Document, except for the benefit of all Lenders or as may otherwise be
required by law.

          (3)  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 8.07) 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
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 8.05 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 Borrower
in the amount of the participation and the Borrower expressly acknowledges the
creation of such right.

          (4)  On request by, and at the expense of, the Borrower 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 8.06. 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.
<PAGE>

                                      -40-

          Section 8.07. Indemnification. Each Lender shall indemnify and save
the Administrative Agent harmless (to the extent not reimbursed by the Borrower)
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 Borrower).

          Section 8.08. 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 8.09. Successor Administrative Agents. The Administrative
Agent may resign at any time by giving written notice to the Lenders and the
Borrower, 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 the Borrower, 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 8 shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was Administrative
Agent.

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

                                      -41-

                                   ARTICLE 9

                                 MISCELLANEOUS

          Section 9.01. Amendment. (1)  Subject to subsections (2) and (3), no
amendment or waiver of any provision of any of the Credit Documents, nor consent
to any departure by the 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 6.02(j)
or (u) or Schedule 3 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 8.05(5)), (vii) change the
definition of Majority Lenders or Supermajority Lenders, or (viii) amend this
Section 9.01(2).

          (3)  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 9.02. 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 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.
<PAGE>

                                     -42-

Section 9.03. Evidence of Debt and Accommodation Notices. (1)  The
indebtedness of the Borrower 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 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 9.04. 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 the Borrower:

     (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

          - and -

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

          121 South Eighth Street
          11th Floor
          Minneapolis, MN  55402

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

                                      -43-

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

         Global Banking
         Royal Bank Plaza, South Tower
         200 Bay Street, 12th 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 9.05. Confidentiality. Each Lender agrees to use reasonable
efforts to ensure that financial statements or other information relating to the
Borrower 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 the Borrower 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, 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 9.06. Costs, Expenses and Indemnity. (1)  The Borrower
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
<PAGE>

                                      -44-

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 the Borrower, and (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.

          (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 general),
then the Lender may give notice to the 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 the
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 the
Borrower shall be conclusive and binding for all purposes, absent manifest
error.

          (3)  The Borrower 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 an 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 the Borrower to give any notice in the
manner and at the times required by this Agreement, (iii) the failure of the
Borrower to effect an Accommodation in the manner and at the time specified in
any Accommodation Notice, or (iv) the failure of the Borrower to make a payment
or a mandatory
<PAGE>

                                      -45-

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
the 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 Borrower 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 9.06 shall survive the termination
of this Agreement and the repayment of all Accommodations Outstanding. The
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
expenses shall in any way affect the confidentiality or privilege relating to
any information communicated by such Person to its counsel.

          Section 9.07. Taxes and Other Taxes. (1)  All payments to the
relevant Lenders or the Administrative Agent by the Borrower 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
<PAGE>

                                      -46-

be deducted or withheld. If the Borrower 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 9.07(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) the Borrower shall make such deductions or withholdings, and (iii)
the Borrower 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 the Borrower'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).

          (2)  The 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 the 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.

The 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 the Borrower 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 the Borrower would have been obligated to make an
increased payment to such Lender or the Administrative Agent hereunder. In
addition, the 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 the Borrower under Section
9.07(1) or any payment or indemnity payable by the Borrower under Section
9.07(2) or this Section 9.07(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,
<PAGE>

                                      -47-

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
the Borrower under Section 9.07(1) or any payment or indemnity payable by such
Borrower under Section 9.07(2) or this Subsection 9.07(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 Borrower by the
Administrative Agent or the relevant Lender shall be conclusive evidence, absent
manifest error, of the amount due from the Borrower to the Administrative Agent
or the Lenders, as the case may be.

          (3)  The 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.

          (4)  If a Lender shall demand payment from the Borrower under this
Section 9.07 (other than in respect of Other Taxes), the 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 the 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 9.07 and all other amounts payable to such Lender in
connection with such prepayment pursuant to Section 9.06 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.

          (5)  The provisions of this Section 9.07 shall survive the termination
of this Agreement and the repayment of all Accommodations Outstanding.
<PAGE>

                                      -48-

          Section 9.08. Successors and Assigns. (1)  This Agreement shall
become effective when executed by the Borrower, the Administrative Agent and
each Lender and after that time shall be binding upon and enure to the benefit
of the Borrower, the Lenders and the Administrative Agent and their respective
successors and permitted assigns.

          (2)  The Borrower shall not 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 to or consent of the Borrower,
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 the Borrower (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 the Borrower, 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 Commitment
prior to a declaration pursuant to Section 7.01 of this Agreement, the
assignment shall not result in the Borrower having to make any payment under
Section 9.07 which would not otherwise have to have been made, (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 Borrower 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 payment, on a cumulative basis, pursuant to Section 9.06
than the Lender which granted the assignment would have been entitled to
receive.

          (4)  The Borrower shall provide such certificates, acknowledgements
and further assurances in respect of this Agreement and the Credit Facilities as
any
<PAGE>

                                      -49-

Lender may reasonably require in connection with any participation or assignment
pursuant to this Section 9.08.

          (5)  In the case of an assignment, a Lender shall deliver to the
Borrower an assignment and assumption agreement substantially in the form of
Schedule 7 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 Borrower
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
9.08 will not constitute a repayment by the Borrower to the assigning or
granting Lender of any Accommodation, nor a new Accommodation to the Borrower by
such Lender or by the Assignee or Participant, as the case may be, and the
parties acknowledge that the Borrower's obligations with respect to any such
Accommodations will continue and will not constitute new obligations.

          Section 9.09. 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 the
Borrower against any and all of the obligations of the Borrower 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 the Borrower
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 9.09 are
in addition to any other rights and remedies (including all other rights of set-
off) which the Lenders may have.

          Section 9.10. 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
<PAGE>

                                      -50-

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
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 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 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 9.11. Rateable Payments. Unless the Administrative Agent
receives notice from the Borrower prior to the date on which any payment is due
to the Lenders that the 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
the 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 9.12. 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"), 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 the 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
<PAGE>

                                     -51-

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 9.13. Interest on Accounts. Except as may be expressly
provided otherwise in this Agreement, all amounts owed by the 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 the sum of the U.S. Prime Rate in effect
from time to time, the Applicable Margin and 2%.

          Section 9.14. 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.

          Section 9.15. 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 9.16. Consent to Jurisdiction. (1) The Borrower 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. The Borrower 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. The Borrower hereby irrevocably
appoints The State Group Limited (the "Process Agent"), at 2150 Islington
Avenue, 4th Floor, Etobicoke, Ontario M9P 3V4, Attention: President, Industrial
Division, as its 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 the Borrower, in care of the Process Agent at the Process
Agent's above address, and the Borrower hereby irrevocably authorizes and
directs the Process Agent to accept such service on their behalf. The Borrower
agrees that a final judgment in any such action or proceeding shall be
conclusive
<PAGE>

                                      -52-

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 9.16 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 Borrower or
its property in the courts of any other applicable jurisdiction.

          Section 9.17. 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 and instruments delivered by all
or any one or more of the Administrative Agent, the Lenders, the Borrower 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 as is hereby
ratified and confirmed.

          Section 9.18. 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.

          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 LIMITED PARTNERSHIP
                                             by its General Partner,
                                             1406883 Ontario Limited


                                             Per: ______________________________
                                                  Authorized Signing Officer


                                             Per: ______________________________
                                                  Authorized Signing Officer
<PAGE>

                                      -53-

Commitment:                       ROYAL BANK OF CANADA

          U.S. $28,391,380
                                  Per: ______________________________
                                       Authorized Signing Officer
                                       Address:    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



Commitment:                       CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK
                                  AGENCY

          U.S. $38,292,529
                                  Per: ______________________________
                                       Authorized Signing Officer


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

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

                                       Attention: Howard Palmer

<PAGE>

                                      -54-

Commitment:                      THE TORONTO-DOMINION BANK, NEW YORK BRANCH

          U.S. $38,692,529
                                 Per: ______________________________
                                      Authorized Signing Officer
                                      Address:    c/o Toronto Dominion
                                                  (Texas) Inc.
                                                  909 Fannin Street
                                                  17/th/ Floor
                                                  Houston, Texas
                                                  77010

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

                                      Attention:  Mark A. Baird



Commitment:                      BANK OF AMERICA, N.A.

          U.S. $22,170,689
                                 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>

                                      -55-

Commitment:                              BANK OF MONTREAL

          U.S. $30,745,402
                                         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


Commitment:                              BANK ONE, KENTUCKY, N.A.

          U.S. $10,825,862
                                         Per: ______________________________
                                              Authorized Signing Officer


                                         Per: ______________________________
                                              Authorized Signing Officer
                                              Address:    416 West Jefferson St.
                                                          Louisville, Kentucky
                                                          40202

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

                                              Attention:  Mary Lou Pollett
<PAGE>

                                      -56-

Commitment:                            COMERICA BANK

          U.S. $7,548,276
                                       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

Commitment:                            MERRILL LYNCH CAPITAL CORP.

          U.S. $16,666,667

                                       Per: ______________________________
                                            Authorized Signing Officer


                                       Per: ______________________________
                                            Authorized Signing Officer
                                            Address:    4 World Financial Center
                                                        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>

                                      -57-

Commitment:                              FIRSTAR BANK, N.A.


        U.S. $13,333,333                 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


Commitment:                              WELLS FARGO BANK, N.A.


          U.S. $13,333,333               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
<PAGE>

                                      -58-

                                    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