EXHIBIT 4.1(a)

 
	
  

 
	
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 
	
  

 
	
 by and among

 
	
  

 
	
 EMCOR GROUP, INC.

 
	
  

 
	
 and

 
	
  

 
	
 CERTAIN OF ITS SUBSIDIARIES

 
	
  

 
	
 and

 
	
  

 
	
 BANK OF MONTREAL,

 
	
 individually and as Agent

 
	
  

 
	
 and

 
	
  

 
	
 the Lenders

 
	
 which are or become parties hereto

 
	
  

 
	
 Dated as of February 4, 2010

 
	
  

 
	
  

 
	
 US BANK NATIONAL ASSOCIATION,

 
	
 BANK OF AMERICA MERRILL LYNCH,

 
	
 as Syndication Agents

 
	
  

 
	
 JPMORGAN CHASE BANK, N.A.,

 
	
 FIFTH THIRD BANK,

 
	
 as Co-Documentation Agents

 
	
  

 
	
 BMO CAPITAL MARKETS,

 
	
 BANK OF AMERICA MERRILL LYNCH, AND

 
	
 U.S. BANK, NATIONAL ASSOCIATION,

 
	
 as Joint Lead Arrangers and Joint Book Runners

 
	
  

 
	
 and

 
	
  

 
	
 LLOYDS TSB CORPORATE MARKETS,

 
	
 as Senior Managing Agent

 
	
  

 










TABLE OF CONTENTS


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 PAGE

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SECTION 1.

 	
  

 	
 THE REVOLVING CREDIT

 	
 1

 	
  

 
	
  

 
	
 Section 1.1.  

 	
  

 	
 Revolving Credit

 	
 1

 	
  

 
	
 Section 1.2.  

 	
  

 	
 Revolving Loans

 	
 2

 	
  

 
	
 Section 1.3.  

 	
  

 	
 Letters of Credit

 	
 2

 	
  

 
	
 (a)

 	
  

 	
 General Terms

 	
 2

 	
  

 
	
 (b)

 	
  

 	
 Applications

 	
 3

 	
  

 
	
 (c)

 	
  

 	
 The Reimbursement Obligation

 	
 4

 	
  

 
	
 (d)

 	
  

 	
 The Participating Interests

 	
 4

 	
  

 
	
 (e)

 	
  

 	
 Indemnification

 	
 5

 	
  

 
	
 Section 1.4.  

 	
  

 	
 Manner of Borrowing Revolving Loans

 	
 5

 	
  

 
	
 (a)

 	
  

 	
 Generally

 	
 5

 	
  

 
	
 (b)

 	
  

 	
 Agent Reliance on Bank Funding

 	
 6

 	
  

 
	
 Section 1.5.  

 	
  

 	
 Minimum Borrowing Amounts

 	
 7

 	
  

 
	
 Section 1.6.  

 	
  

 	
 Maturity of Loans

 	
 7

 	
  

 
	
 Section 1.7.  

 	
  

 	
 Appointment of Company as Agent for Borrowers; Reliance by Agent

 	
 7

 	
  

 
	
 (a)

 	
  

 	
 Appointment

 	
 7

 	
  

 
	
 (b)

 	
  

 	
 Reliance

 	
 7

 	
  

 
	
 Section 1.8.  

 	
  

 	
 Swing Loans

 	
 7

 	
  

 
	
 Section 1.9.  

 	
  

 	
 Default Rate

 	
 9

 	
  

 
	
 Section 1.10.

 	
  

 	
 Increase in Commitment

 	
 10

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SECTION 2.

 	
  

 	
 INTEREST

 	
 10

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 2.1.  

 	
  

 	
 Domestic Rate Loans

 	
 10

 	
  

 
	
 Section 2.2.  

 	
  

 	
 Eurodollar Loans

 	
 11

 	
  

 
	
 Section 2.3.  

 	
  

 	
 Rate Determinations

 	
 11

 	
  

 
	
 Section 2.4.  

 	
  

 	
 Computation of Interest

 	
 11

 	
  

 
	
 Section 2.5.  

 	
  

 	
 Funding Indemnity

 	
 11

 	
  

 
	
 Section 2.6.  

 	
  

 	
 Change of Law

 	
 12

 	
  

 
	
 Section 2.7.  

 	
  

 	
 Unavailability

 	
 12

 	
  

 
	
 Section 2.8.  

 	
  

 	
 Increased Cost and Reduced Return

 	
 13

 	
  

 
	
 Section 2.9.  

 	
  

 	
 Lending Offices

 	
 14

 	
  

 
	
 Section 2.10.

 	
  

 	
 Discretion of Lender as to Manner of Funding

 	
 14

 	
  

 
	
 Section 2.11.

 	
  

 	
 Capital Adequacy

 	
 14

 	
  

 
	
 Section 2.12.

 	
  

 	
 Substitution of Lenders

 	
 14

 	
  

 
	
 Section 2.13.

 	
  

 	
 Defaulting Lenders

 	
 15

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SECTION 3.

 	
  

 	
 FEES, PAYMENTS, REDUCTIONS, APPLICATIONS AND NOTATIONS

 	
 16

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 3.1.  

 	
  

 	
 Commitment Fee

 	
 16

 	
  

 
	
 Section 3.2.  

 	
  

 	
 Other Fees

 	
 16

 	
  

 


-i-









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 3.3.  

 	
  

 	
 Letter of Credit Fees

 	
 16

 	
  

 
	
 Section 3.4.  

 	
  

 	
 Voluntary Prepayments

 	
 16

 	
  

 
	
 Section 3.5.  

 	
  

 	
 Mandatory Prepayments and Commitment Reductions

 	
 16

 	
  

 
	
 Section 3.6.  

 	
  

 	
 Voluntary Terminations

 	
 18

 	
  

 
	
 Section 3.7.  

 	
  

 	
 Place and Application

 	
 18

 	
  

 
	
 Section 3.8.  

 	
  

 	
 Evidence of Indebtedness

 	
 19

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SECTION 4.

 	
  

 	
 THE COLLATERAL AND THE GUARANTEES

 	
 20

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 4.1.  

 	
  

 	
 The Collateral

 	
 20

 	
  

 
	
 Section 4.2.  

 	
  

 	
 The Guarantees

 	
 23

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SECTION 5.

 	
  

 	
 REPRESENTATIONS AND WARRANTIES

 	
 23

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 5.1.  

 	
  

 	
 Organization and Qualification

 	
 23

 	
  

 
	
 Section 5.2.  

 	
  

 	
 Subsidiaries

 	
 23

 	
  

 
	
 Section 5.3.  

 	
  

 	
 Corporate Authority and Validity of Obligations

 	
 24

 	
  

 
	
 Section 5.4.  

 	
  

 	
 Use of Proceeds; Margin Stock

 	
 24

 	
  

 
	
 Section 5.5.  

 	
  

 	
 Financial Reports

 	
 24

 	
  

 
	
 Section 5.6.  

 	
  

 	
 No Material Adverse Change

 	
 25

 	
  

 
	
 Section 5.7.  

 	
  

 	
 Full Disclosure

 	
 25

 	
  

 
	
 Section 5.8.  

 	
  

 	
 Good Title

 	
 25

 	
  

 
	
 Section 5.9.  

 	
  

 	
 Litigation and Other Controversies

 	
 25

 	
  

 
	
 Section 5.10.

 	
  

 	
 Taxes

 	
 25

 	
  

 
	
 Section 5.11.

 	
  

 	
 Approvals

 	
 26

 	
  

 
	
 Section 5.12.

 	
  

 	
 Affiliate Transactions

 	
 26

 	
  

 
	
 Section 5.13.

 	
  

 	
 Investment Company

 	
 26

 	
  

 
	
 Section 5.14.

 	
  

 	
 ERISA

 	
 26

 	
  

 
	
 Section 5.15.

 	
  

 	
 Compliance with Laws

 	
 26

 	
  

 
	
 Section 5.16.

 	
  

 	
 Other Agreements

 	
 27

 	
  

 
	
 Section 5.17.

 	
  

 	
 No Default

 	
 27

 	
  

 
	
 Section 5.18.

 	
  

 	
 Solvency

 	
 27

 	
  

 
	
 Section 5.19.

 	
  

 	
 OFAC

 	
 27

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SECTION 6.

 	
  

 	
 CONDITIONS PRECEDENT

 	
 27

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 6.1.  

 	
  

 	
 All Credit Utilizations

 	
 27

 	
  

 
	
 Section 6.2.  

 	
  

 	
 Initial Credit Utilization

 	
 29

 	
  

 
	
 Section 6.3.  

 	
  

 	
 Post Closing Matters

 	
 31

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SECTION 7.

 	
  

 	
 COVENANTS

 	
 31

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 7.1.  

 	
  

 	
 Maintenance of Business

 	
 31

 	
  

 
	
 Section 7.2.  

 	
  

 	
 Maintenance of Property

 	
 31

 	
  

 
	
 Section 7.3.  

 	
  

 	
 Taxes and Assessments

 	
 31

 	
  

 
	
 Section 7.4.  

 	
  

 	
 Insurance

 	
 31

 	
  

 
	
 Section 7.5.  

 	
  

 	
 Financial Reports and Rights of Inspection

 	
 32

 	
  

 
	
 Section 7.6.  

 	
  

 	
 Minimum Net Worth

 	
 34

 	
  

 


-ii-









	
 

	
  

 	
  

 	
  

 	
  

 	
  

 
	 
	
Section 7.7.   

 	 
	
 Leverage Ratio

 	
 34

 	
  

 
	 
	
Section 7.8.   

 	
  

 	
 Interest Coverage Ratio

 	
 34

 	
  

 
	 
	
Section 7.9.   

 	
  

 	
 Compliance with OFAC Sanctions Programs; Canadian Anti-Money
 Laundering Legislation

 	
 34

 	
  

 
	 
	
Section 7.10. 

 	
  

 	
 Indebtedness for Borrowed Money

 	
 35

 	
  

 
	 
	
Section 7.11. 

 	
  

 	
 Liens

 	
 37

 	
  

 
	 
	
Section 7.12. 

 	
  

 	
 Investments, Acquisitions, Loans, Advances and Guarantees

 	
 39

 	
  

 
	 
	
Section 7.13. 

 	
  

 	
 Capital and Certain other Restricted Expenditures

 	
 43

 	
  

 
	 
	
Section 7.14. 

 	
  

 	
 Mergers, Consolidations and Sales

 	
 44

 	
  

 
	 
	
Section 7.15. 

 	
  

 	
 Maintenance of Restricted Subsidiaries

 	
 44

 	
  

 
	 
	
Section 7.16. 

 	
  

 	
 Dividends and Certain Other Restricted Payments

 	
 45

 	
  

 
	 
	
Section 7.17. 

 	
  

 	
 ERISA

 	
 45

 	
  

 
	 
	
Section 7.18. 

 	
  

 	
 Compliance with Laws

 	
 46

 	
  

 
	 
	
Section 7.19. 

 	
  

 	
 Burdensome Contracts With Affiliates

 	
 46

 	
  

 
	 
	
Section 7.20. 

 	
  

 	
 No Changes in Fiscal Year

 	
 46

 	
  

 
	 
	
Section 7.21. 

 	
  

 	
 Formation of Subsidiaries

 	
 46

 	
  

 
	 
	
Section 7.22. 

 	
  

 	
 Change in the Nature of Business

 	
 46

 	
  

 
	 
	
Section 7.23. 

 	
  

 	
 Use of Proceeds

 	
 47

 	
  

 
	 
	
Section 7.24. 

 	
  

 	
 Deposit Accounts

 	
 47

 	
  

 
	 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
SECTION 8. 

 	
  

 	
 EVENTS OF DEFAULT AND REMEDIES

 	
 47

 	
  

 
	 
	
  

 	
  

 	
  

 	
  

 	
  

 
	 
	
Section 8.1.   

 	
  

 	
 Events of Default

 	
 47

 	
  

 
	 
	
Section 8.2.   

 	
  

 	
 Non-Bankruptcy Defaults

 	
 49

 	
  

 
	 
	
Section 8.3.   

 	
  

 	
 Bankruptcy Defaults

 	
 50

 	
  

 
	 
	
Section 8.4.   

 	
  

 	
 Collateral for Undrawn Letters of Credit

 	
 50

 	
  

 
	 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
SECTION 9. 

 	
  

 	
 DEFINITIONS INTERPRETATIONS

 	
 51

 	
  

 
	 
	
  

 	
  

 	
  

 	
  

 	
  

 
	 
	
Section 9.1.   

 	
  

 	
 Definitions

 	
 51

 	
  

 
	 
	
Section 9.2.   

 	
  

 	
 Interpretation

 	
 68

 	
  

 
	 
	
Section 9.3.   

 	
  

 	
 Capital Stock

 	
 68

 	
  

 
	 
	
Section 9.4.   

 	
  

 	
 Change in Accounting Principles

 	
 68

 	
  

 
	 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
SECTION 10. 

 	
  

 	
 THE AGENT AND THE ISSUERS

 	
 69

 	
  

 
	 
	
  

 	
  

 	
  

 	
  

 	
  

 
	 
	
Section 10.1. 

 	
  

 	
 Appointment and Authorization

 	
 69

 	
  

 
	 
	
Section 10.2. 

 	
  

 	
 Rights as a Lender

 	
 69

 	
  

 
	 
	
Section 10.3. 

 	
  

 	
 Standard of Care

 	
 70

 	
  

 
	 
	
Section 10.4. 

 	
  

 	
 Costs and Expenses

 	
 71

 	
  

 
	 
	
Section 10.5. 

 	
  

 	
 Indemnity

 	
 71

 	
  

 
	 
	
Section 10.6. 

 	
  

 	
 Quebec Matters

 	
 71

 	
  

 
	 
	
Section 10.7. 

 	
  

 	
 Conflict

 	
 71

 	
  

 
	 
	
Section 10.8. 

 	
  

 	
 Hedging Liability

 	
 71

 	
  

 
	 
	
Section 10.9. 

 	
  

 	
 Designation of Additional Agents

 	
 72

 	
  

 
	 
	
Section 10.10. 

 	
  

 	
 Authorization to Release or Subordinate or Limit Liens

 	
 72

 	
  

 


-iii-









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 10.11.

 	
  

 	
 Authorization to Enter into, and Enforcement of, the Collateral
 Documents

 	
 72

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SECTION 11.

 	
  

 	
 MISCELLANEOUS

 	
 73

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 11.1.  

 	
  

 	
 Withholding Taxes

 	
 73

 	
  

 
	
 Section 11.2.  

 	
  

 	
 Holidays

 	
 74

 	
  

 
	
 Section 11.3.  

 	
  

 	
 No Waiver, Cumulative Remedies

 	
 74

 	
  

 
	
 Section 11.4.  

 	
  

 	
 Amendments

 	
 74

 	
  

 
	
 Section 11.5.  

 	
  

 	
 Costs and Expenses

 	
 75

 	
  

 
	
 Section 11.6.  

 	
  

 	
 Stamp Taxes

 	
 76

 	
  

 
	
 Section 11.7.  

 	
  

 	
 Survival of Representations and Indemnities

 	
 76

 	
  

 
	
 Section 11.8.  

 	
  

 	
 Construction

 	
 76

 	
  

 
	
 Section 11.9.  

 	
  

 	
 Addresses for Notices

 	
 76

 	
  

 
	
 Section 11.10.

 	
  

 	
 Obligations Several

 	
 76

 	
  

 
	
 Section 11.11.

 	
  

 	
 Headings

 	
 76

 	
  

 
	
 Section 11.12.

 	
  

 	
 Severability of Provisions

 	
 76

 	
  

 
	
 Section 11.13.

 	
  

 	
 Counterparts

 	
 77

 	
  

 
	
 Section 11.14.

 	
  

 	
 Binding Nature and Governing Law

 	
 77

 	
  

 
	
 Section 11.15.

 	
  

 	
 Entire Understanding

 	
 77

 	
  

 
	
 Section 11.16.

 	
  

 	
 Participations

 	
 77

 	
  

 
	
 Section 11.17.

 	
  

 	
 Assignments

 	
 77

 	
  

 
	
 Section 11.18.

 	
  

 	
 Terms of Collateral Documents not Superseded

 	
 80

 	
  

 
	
 Section 11.19.

 	
  

 	
 PERSONAL JURISDICTION

 	
 80

 	
  

 
	
 (a)

 	
  

 	
 Exclusive Jurisdiction

 	
 80

 	
  

 
	
 (b)

 	
  

 	
 Other Jurisdictions

 	
 80

 	
  

 
	
 Section 11.20.

 	
  

 	
 Currency

 	
 80

 	
  

 
	
 Section 11.21.

 	
  

 	
 Currency Equivalence

 	
 81

 	
  

 
	
 Section 11.22.

 	
  

 	
 Change in Currency

 	
 81

 	
  

 
	
 Section 11.23.

 	
  

 	
 Interest Rate
 Limitation

 	
 82

 	
  

 
	
 Section 11.24.

 	
  

 	
 USA Patriot Act

 	
 83

 	
  

 
	
 Section 11.25.

 	
  

 	
 Confidentiality

 	
 83

 	
  

 
	
 Section 11.26.

 	
  

 	
 Amendment and Restatement

 	
 84

 	
  

 
	
 Section 11.27.

 	
  

 	
 Removal of Lenders and Assignment of Interests

 	
 84

 	
  

 
	
 Section 11.28.

 	
  

 	
 Sharing of Set-Off

 	
 85

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Signature
 Page

 	
  

 	
  

 	
 1

 	
  

 


-iv-





EXHIBIT A-1 – Revolving Credit Note

EXHIBIT A-2 – Swing Note

EXHIBIT B – Form of Opinion of Counsel

EXHIBIT C – Compliance Certificate

EXHIBIT D – Assignment and Acceptance

EXHIBIT E – Commitment Amount Increase Request

EXHIBIT F – Borrowing Notice

SCHEDULE I – Compliance Calculations

SCHEDULE 1.1 – Commitments

SCHEDULE 1.3 – Existing Letters of Credit

SCHEDULE 4.2 – The Guarantors

SCHEDULE 5.2 –Subsidiaries

SCHEDULE 5.9 – Litigation

SCHEDULE 7.10 – Indebtedness

SCHEDULE 7.11 – Liens

SCHEDULE 7.12 – Investments, Loans, Advances and Guarantees


-v-






EMCOR GROUP, INC.


SECOND AMENDED AND
RESTATED CREDIT AGREEMENT


          This Second
Amended and Restated Credit Agreement is entered into as of February 4,
2010, by and among EMCOR Group Inc., a Delaware corporation (the “Company”),
Comstock Canada Ltd., a Canadian corporation (“Comstock Canada”), and
EMCOR Group (UK) plc., a United Kingdom public limited company (“EMCOR UK”),
the several financial institutions from time to time party to this Agreement,
as Lenders, and Bank of Montreal, as Agent as provided herein. All capitalized
terms used herein without definition shall have the same meanings herein as
such terms are defined in Section 9.1 hereof.


PRELIMINARY STATEMENT


          A.          The
Borrowers, the Lenders from time to time party thereto and Harris N.A., as
Agent, are currently party to that certain Amended and Restated Credit
Agreement dated as of October 14, 2005 (as amended, the “Existing Credit Agreement”)
pursuant to which the Lenders agreed to make a revolving credit available to the Borrowers, all as more fully set forth
therein. Harris N.A. has given notice of its intention to resign as Agent and
the parties have agreed to substitute Bank of Montreal for Harris N.A. as
Agent.


          B.          The
Company, Comstock Canada and EMCOR UK hereby request that certain
amendments be made to the Existing Credit Agreement and, for the sake of
clarity and convenience, that the Existing Credit Agreement be restated as so
amended.


          C.          On
the date hereof, the Departing Lenders, will assign all of their loans and
commitments to the Lenders under this Agreement.


          NOW,
THEREFORE, in consideration of the recitals set forth above,
which by this reference are incorporated into this Agreement set forth below,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged and subject to the terms and conditions hereof
and on the basis of the representations and warranties herein set forth, the
Borrowers the Lenders, the Departing Lenders, the Agent and Harris, as
resigning agent, hereby agree that upon satisfaction of the conditions
precedent to the initial Credit Utilization hereinafter set forth, the Existing
Credit Agreement and all of the Exhibits and Schedules thereto shall be amended
and as so amended shall be restated in their entirety (but shall not constitute
a novation) to read as follows:


SECTION
1.          THE REVOLVING
CREDIT.


       Section
1.1.      Revolving Credit.
Subject to all of the terms and conditions hereof, each Lender, by its
acceptance hereof, severally agrees to extend a Revolving Credit to the
Borrowers in the amount of its commitment to extend the Revolving Credit set
forth opposite its name on Schedule 1.1 hereto or on the Assignment and
Acceptance to which it is a party (its “Commitment” and cumulatively for all the
Lenders, the “Commitments”) (subject to any reductions thereof pursuant
to the terms hereof) prior to the Termination Date. Subject to the





terms and conditions hereof, such Revolving Credit may be availed of by
each Borrower in its discretion from time to time, be repaid and used again,
during the period from the date hereof to and including the Termination Date.
The Revolving Credit, subject to all of the terms and conditions hereof, may be
utilized by any one or more of the Borrowers in the form of Revolving Loans and
Letters of Credit, all as more fully hereinafter set forth; provided,
however, that the aggregate amount of the Revolving Loans, Swing
Loans and L/C Obligations outstanding at any one time of all the Borrowers
shall not at any time exceed the Commitments, provided, further, that in
addition to, and not in substitution for, the foregoing requirement:
(i) the aggregate outstanding amount of L/C Obligations outstanding
at any one time shall in no event exceed the L/C Sublimit in effect at
such time, (ii) the aggregate amount of Revolving Loans made to the
U.K. Borrowers when taken together with the aggregate amount of
L/C Obligations with respect to Letters of Credit issued for the account
of the U.K. Borrowers and their respective Subsidiaries shall in no event
exceed $50,000,000 at any one time outstanding, and (iii) the aggregate
amount of Revolving Loans made to the Canadian Borrowers and of L/C Obligations
with respect to Letters of Credit issued for the account of the Canadian
Borrowers and their respective Subsidiaries shall in no event exceed
$50,000,000 at any one time outstanding (the “Sublimits”). The
obligations of the Lenders hereunder are several and not joint and no Lender
shall under any circumstances be obligated to extend credit hereunder in excess
of its Commitment.


          For all
purposes of this Agreement, where a determination of the used, unused or
available amount of the Commitments or of the outstanding amount of Credit
Utilizations is necessary, Credit Utilizations payable in an Alternative
Currency shall be converted into their U.S. Dollar Equivalent. Such
conversions shall be made on the date of each Credit Utilization in an Alternative
Currency as to that Credit Utilization and all Credit Utilizations shall be
converted into their U.S. Dollar Equivalent as of the last day of each
month or at the time of each Credit Utilization should the Agent so elect. If
the last day of a month is not a Business Day, such conversion shall be made as
of the next Business Day. The Agent shall promptly notify the Company of such
determination of a U.S. Dollar Equivalent and of the basis therefor. All
Credit Utilizations and interest thereon shall be repaid in the currency in
which they were effected.


       Section 1.2.     Revolving
Loans. Subject to all of the terms and conditions hereof, the
Revolving Credit may be availed of in the form of loans (individually a “Revolving
Loan” and collectively the “Revolving Loans”). Each Borrowing of
Revolving Loans shall, except to the extent otherwise agreed in writing by all
Lenders, be made ratably by the Lenders in accordance with their Percentages.
Each Borrowing of Revolving Loans shall be in the minimum amount specified in
Section 1.5 hereof.


       Section 1.3.     Letters
of Credit.


          (a)     General
Terms. Subject to the terms, conditions and limitations hereof
(including those set forth in Section 1.1 hereof), as part of the
Revolving Credit, the Applicable Issuer shall issue Financial Letters of Credit
or Performance Letters of Credit (each a “Letter of Credit”) for the account of any
one or more of the Borrowers in, as requested by the Company acting on behalf
of the applicable Borrower, U.S. Dollars or an Alternative Currency.
Notwithstanding anything contained herein to the contrary, those certain
letters of credit issued at the Company’s


-2-





request for the account of the applicable Borrowers by Harris N.A. or
by any other Applicable Issuer and listed on Schedule 1.3 hereof (the “Existing
Letters of Credit”) shall each constitute a “Letter of Credit” herein
for all purposes of this Agreement, to the same extent, and with the same force
and effect, as if such Existing Letters of Credit had been issued under this
Agreement at the request of the Company on behalf of the applicable Borrowers.
Each Letter of Credit shall be issued by the Applicable Issuer, but each Lender
shall be obligated to reimburse the Applicable Issuer for its Percentage of the
amount of each drawing thereunder and, accordingly, the undrawn face amount of
each Letter of Credit shall constitute usage of the Commitment of each Lender pro rata
in accordance with each Lender’s Percentage. Each Letter of Credit shall conform
to the Applicable Issuer’s policies as to form and shall be a Letter of Credit
which the Applicable Issuer may lawfully issue. Each Letter of Credit shall
support payment of an obligation of the Borrower who applies for such Letter of
Credit or an obligation of such Borrower’s Restricted Subsidiary or of a Person
described in subsections (j), (n) or (o) of Section 7.12 in which the
applicant or one of its Restricted Subsidiaries has an equity interest.


          (b)     Applications.
At any time before the Termination Date, the Applicable Issuer shall, subject
to all of the terms and conditions hereof, at the request of the Company (which
is acting on behalf of the Borrowers pursuant to Section 1.7 hereof),
issue one or more Letters of Credit, in a form satisfactory to the Applicable
Issuer, in an aggregate face amount as set forth above, upon the receipt of an
application for the relevant Letter of Credit in the form customarily
prescribed by the Applicable Issuer for the type of Letter of Credit in question,
duly executed by the Borrower for whose account such Letter of Credit was
issued (each an “Application”). Notwithstanding anything contained herein to
the contrary, the applications executed by the Borrowers with respect to the
Existing Letters of Credit shall each constitute an “Application” herein. Each
Letter of Credit issued hereunder shall (a) be payable, as determined by
the Company acting on behalf of the applicable Borrower, in U.S. Dollars
or an Alternative Currency and (b) expire not later than (i) the
Termination Date for Letters of Credit issued by Bank of Montreal and
(ii) the date which is five days prior to the Termination Date for Letters
of Credit issued by an Applicable Issuer other than Bank of Montreal; provided,
that in the sole discretion of the Agent and the Applicable Issuer, one or more
Letters of Credit may be issued and renewed with an expiration date after the
Termination Date (but no later than one year after the Termination Date) so
long as the applicable Borrower deposits with the Agent at least five (5)
Business Days prior to the Termination Date cash collateral to be held in
accordance with Section 8.4(b) hereof in an amount not less than 105% of
the face amount of such Letters of Credit. Notwithstanding anything contained in
any Application to the contrary, (i) the applicable Borrower’s obligation
to pay fees in connection with each Letter of Credit shall be as exclusively
set forth in Section 3.3 hereof, (ii) except as otherwise provided in
Section 3.5 hereof, prior to the existence of an Event of Default, the
Applicable Issuer will not call for the funding by the Borrower of any amount
under a Letter of Credit, or any other form of collateral security (other than
the Collateral and the Guarantees) for the Borrower’s obligations in connection
with such Letter of Credit, before being presented with a drawing thereunder,
and (iii) if the Applicable Issuer is not timely reimbursed for the amount
of any drawing under a Letter of Credit on the date such drawing is paid, the
Borrower’s obligation to reimburse the Applicable Issuer for the amount of such
drawing shall bear interest (which the relevant Borrower hereby promises to
pay) from and after the date such drawing is paid at a rate per annum equal to
the sum of 2% plus the Applicable Margin for Eurodollar Loans from time to time
in effect. The Issuer will promptly


-3-





notify the Agent of each request for a Letter of Credit and of the
issuance of a Letter of Credit and the Agent shall promptly thereafter so
notify each of the Lenders. If an Issuer issues any Letters of Credit with
expiration dates that are automatically extended unless such Issuer gives
notice that the expiration date will not so extend beyond its then scheduled
expiration date, such Issuer will give such notice of non-renewal before the
time necessary to prevent such automatic extension if before such required
notice date (i) the expiration date of such Letter of Credit if so
extended would be after the Termination Date, (ii) the Commitments have been
terminated, or (iii) an Event of Default exists and the Required Lenders
have given the Issuer instructions not to so permit the extension of the
expiration date of such Letter of Credit. Without limiting the generality of
the foregoing, the parties hereto hereby confirm and agree that each Issuer’s
obligation to issue, amend or extend the expiration date of a Letter of Credit
is subject to the conditions of Section 6, the other terms of this
Section 1.3 and the other provisions of this Agreement and such Issuer will
not issue, amend or extend the expiration date of any Letter of Credit if the
Required Lenders notify such Issuer of any Default or Event of Default that is
continuing and direct the Issuer not to take such action. Notwithstanding
anything contained herein to the contrary, the Applicable Issuer shall be under
no obligation to issue, extend or amend any Letter of Credit if a default of
any Lender’s obligations to fund under Section 1.3(c) exists or any Lender
is at such time a Defaulting Lender hereunder, unless the Applicable Issuer has
entered into arrangements with the Company or such Lender satisfactory to the
Applicable Issuer to eliminate the Applicable Issuer’s risk with respect to
such Lender.


          (c)     The
Reimbursement Obligation.
Subject to Section 1.3(b) hereof, the obligation of a Borrower to
reimburse the Applicable Issuer for all drawings under a Letter of Credit
issued for such Borrower’s account (a “Reimbursement Obligation”) shall be governed
by the Application related to such Letter of Credit, except that reimbursement
of each drawing shall be made in immediately available funds at the designated
office of such Issuer by no later than 12:00 Noon (local time at the
issuing office of the Issuer) on the date when such drawing is paid. If the
relevant Borrower does not make any such reimbursement payment on the date due
and the Participating Lenders (as hereinafter defined) fund their
participations therein in the manner set forth in Section 1.3(d) below,
then all payments thereafter received by the Applicable Issuer in discharge of
any of the relevant Reimbursement Obligations shall be distributed in
accordance with Section 1.3(d) below.


          (d)     The
Participating Interests.
Each Lender, by its acceptance hereof, severally agrees to purchase from the
Applicable Issuer, and the Applicable Issuer hereby agrees to sell to each such
Lender (a “Participating
Lender”), an undivided percentage participating interest (a “Participating
Interest”), to the extent of its Percentage, in each Letter of
Credit issued by, and each Reimbursement Obligation owed to, the Applicable
Issuer. Upon any failure by a Borrower to pay any Reimbursement Obligation in
respect of a Letter of Credit issued for such Borrower’s account at the time
required on the date the related drawing is paid, as set forth in
Section 1.3(c) above, or if the Applicable Issuer is required at any time
to return to a Borrower or to a trustee, receiver, liquidator, custodian or
other Person any portion of any payment of any Reimbursement Obligation, each
Participating Lender shall, not later than the Business Day it receives a
certificate from the Applicable Issuer to such effect, if such certificate is
received before 1:00 p.m. (local time at the office of the Issuer), or not
later than the following Business Day, if such certificate is received after
such time, pay to the Applicable Issuer an amount equal to its


-4-





Percentage of such unpaid or recaptured Reimbursement Obligation
together with interest on such amount accrued from the date the related payment
was made by the Applicable Issuer to the date of such payment by such
Participating Lender at a rate per annum equal to (i) from the date the
related payment was made by the Applicable Issuer to the date two
(2) Business Days after payment by such Participating Lender is due
hereunder, the Federal Funds Rate for each such day and (ii) from the date
two (2) Business Days after the date such payment is due from such
Participating Lender to the date such payment is made by such Participating
Lender, the rate per annum determined by adding the Applicable Margin to the
Domestic Rate in effect for each such day. Each such Participating Lender shall
thereafter be entitled to receive its Percentage of each payment received in
respect of the relevant Reimbursement Obligation and of interest paid thereon,
with the Applicable Issuer retaining its Percentage as a Lender hereunder.


          The several
obligations of the Participating Lenders to the Issuers under this
Section 1.3 shall be absolute, irrevocable and unconditional under any and
all circumstances whatsoever (except, to the extent such Borrower is relieved
from its obligation to reimburse the Applicable Issuer for a drawing under a
Letter of Credit due solely to the Applicable Issuer’s gross negligence or
willful misconduct in determining that documents received under the Letter of
Credit comply with the terms thereof as determined by a final, non-appealable
judgment of a court of competent jurisdiction) and shall not be subject to any
set-off, counterclaim or defense to payment which any Participating Lender may
have or have had against any one or more of the Borrowers, the Agent, any other
Lender or any other Person whatsoever. Without limiting the generality of the
foregoing, such obligations shall not be affected by any Default or Event of
Default or by any reduction or termination of any Commitment of any Lender, and
each payment by a Participating Lender under this Section 1.3 shall be
made without any offset, abatement, withholding or reduction whatsoever. The
Agent shall be entitled to offset amounts received for the account of a Lender
under this Agreement against unpaid amounts due from such Lender hereunder
(whether as fundings of participations, indemnities or otherwise).


          (e)     Indemnification.
Each of the Participating Lenders shall, to the extent of their respective
Percentages, indemnify the Issuers (to the extent not reimbursed by the
Borrowers) against any cost, expense (including reasonable counsel fees and
disbursements), claim, demand, action, loss or liability (except such as result
solely from the applicable Issuer’s gross negligence or willful misconduct as
determined by a final, non-appealable judgment of a court of competent
jurisdiction) that the Issuers may suffer or incur in connection with any
Letter of Credit. The obligations of the Participating Lenders under this
Section 1.3(e) and all other parts of this Section 1.3 shall survive
termination of this Agreement and of all other L/C Documents.


       Section 1.4.     Manner
of Borrowing Revolving Loans.


          (a)     Generally.
The Company (which is acting on behalf of the Borrowers pursuant to
Section 1.7 hereof) shall give the Agent notice (which shall be
irrevocable and may be written or oral, but if oral, promptly confirmed in
writing substantially in the form of Exhibit F attached hereto) by
10:00 a.m. (Central Time) on any Business Day of each request for a
Borrowing of Revolving Loans, in each case specifying the Borrower to which the
proceeds of such Borrowing are to be disbursed, the amount of each such
Borrowing, the currency of such Borrowing (which must be U.S. Dollars or
an Alternative Currency, except that Domestic Rate Loans shall only be


-5-





available in U.S. Dollars), the date such Borrowing is to be made,
which shall be not less than three Business Days following the date of such
notice in the case of a Borrowing in an Alternative Currency or a Borrowing of
Eurodollar Loans, but which may be the same day in the case of a Borrowing of
Domestic Rate Loans, whether the Borrowing is to be of Domestic Rate Loans or
Eurodollar Loans and, in all cases other than a Borrowing of Domestic Rate Loans,
of the Interest Period selected therefor. The Agent shall promptly notify each
Lender of its receipt of each such notice. Not later than 1:00 p.m. on the
date specified for any Borrowing, each Lender shall make the proceeds of its
Revolving Loan comprising part of such Borrowing available in immediately
available funds to the Agent in Chicago except (i) in the case of
Revolving Loans denominated in an Alternative Currency, which shall be made
available at such office as the Agent has previously specified in a notice to
each Lender in such funds which are then customary for the settlement of
international transactions in such currency and no later than such local time
as is necessary for such funds to be received and transferred to the relevant
Borrower for same day value on the date of the relevant Borrowing and
(ii) to the extent such Borrowing is a reborrowing, in whole or in part,
of the principal amount of a maturing Borrowing of Loans to the same Borrower
and in the same currency (a “Refunding Borrowing”), in which case each
Bank shall record the Revolving Loan made by it as a part of such Refunding
Borrowing on its books or records or on a schedule to the Note held by it, and
shall effect the repayment, in whole or in part, as appropriate, of its maturing
Revolving Loan through the proceeds of such new Revolving Loan. Subject to all
of the terms and conditions hereof, the proceeds of each Lender’s Revolving
Loan denominated in U.S. Dollars shall be made available to the relevant
Borrower on the date requested at the office of the Agent in Chicago and
the proceeds of each Lender’s Revolving Loans denominated in an Alternative
Currency at such office as the Agent has previously agreed to with the relevant
Borrower, in each case in the type of funds received by the Agent from the
Lenders. The Lenders’ obligations to make Revolving Loans in an Alternative
Currency or to provide or participate in Letters of Credit payable in an
Alternative Currency shall always be subject to such Alternative Currency being
freely available to each of them in the relevant market. If any Lender
reasonably determines that such currency requested is unavailable to it in the
amount and for the term requested it shall so notify the Agent within two hours
of its receipt of the aforesaid notice and the Agent shall promptly notify the
Company and each other Lender of its receipt of such notice and the request of
the Company for the Borrowing in the Alternative Currency in question shall
otherwise be deemed withdrawn. Borrowing notices shall otherwise be
irrevocable.


          (b)     Agent
Reliance on Bank Funding. Unless the Agent shall have been notified
by a Lender before the time when such Lender is scheduled to make payment to
the Agent of the proceeds of a Revolving Loan that such Lender does not intend
to make such payment, the Agent may assume that such Lender has made such
payment when due and the Agent may in reliance upon such assumption (but shall
not be required to) make available to the relevant Borrower the proceeds of the
Revolving Loan to be made by such Lender and, if any Lender has not in fact
made such payment to the Agent, such Lender shall, on demand, pay to the Agent
the amount made available to such Borrower attributable to such Lender together
with interest thereon in respect of each day during the period commencing on
the date such amount was made available to such Borrower and ending on (but
excluding) the date such Lender pays such amount to the Agent at a rate per
annum equal to the Federal Funds Rate or, in the case of a Revolving Loan
denominated in an Alternative Currency, the cost to the Agent of funding the
amount it advanced


-6-





to fund such Lender’s Revolving Loan, as determined by the Agent. If
such amount is not received from such Lender by the Agent immediately upon
demand, the applicable Borrower will, on demand, repay to the Agent the
proceeds of the Revolving Loan attributable to such Lender with interest
thereon at a rate per annum equal to the interest rate applicable to the
relevant Revolving Loan.


       Section 1.5.     Minimum
Borrowing Amounts. Each Borrowing of Domestic Rate
Loans shall be in an amount not less than $2,000,000, or such greater amount
which is an integral multiple of $100,000, and each Borrowing of Eurodollar
Loans shall be in an amount not less than $5,000,000, or such greater amount
which is an integral multiple of $100,000.


       Section 1.6.     Maturity
of Loans. Each Eurodollar Loan and Swing Loan shall
mature and become due and payable on the last day of the Interest Period
applicable thereto, provided that, subject to the terms and
conditions of this Agreement, a Eurodollar Loan may be refunded through a
Refunding Borrowing. Each Domestic Rate Loan shall mature and become due and
payable on the Termination Date.


       Section 1.7.     Appointment
of Company as Agent for Borrowers; Reliance by Agent.


          (a)     Appointment.
Each Borrower irrevocably appoints the Company as its agent hereunder to make
requests on such Borrower’s behalf under Section 1 hereof for Borrowings
to be made by such Borrower and for Letters of Credit to be issued for such
Borrower’s account and to take any other action contemplated by the Loan
Documents with respect to credit extended hereunder to such Borrower. The Agent
and the Lenders shall be entitled to conclusively presume that any action by
the Company under the Loan Documents is taken on behalf of any one or more of
the Borrowers whether or not the Company so indicates.


          (b)     Reliance.
All requests for Borrowings and selection of interest rates, currencies and
Interest Periods to be applicable thereto may be written or oral, including by
telephone or telecopy. The Borrowers agree that the Agent may rely on any such
notice given by any person the Agent in good faith believes is an Authorized
Representative without the necessity of independent investigation (the
Borrowers hereby indemnifying the Agent and Lenders from any liability or loss
ensuing from such reliance), and in the event any such telephonic or other oral
notice conflicts with any written confirmation, such oral or telephonic notice
shall govern if the Agent has acted in reliance thereon.


       Section 1.8.     Swing
Loans. (a) Generally. Subject to the terms and
conditions hereof, as part of the Revolving Credit, the Swing Line Lender may,
in its discretion, make loans to the Company under the Swing Line (individually
a “Swing
Loan” and collectively the “Swing Loans”) which shall not in the
aggregate at any time outstanding exceed the Swing Line Sublimit. The Swing
Loans may be availed of the Company from time to time and Borrowings thereunder
may be repaid and used again during the period ending on the Termination Date; provided
that each Swing Loan must be repaid on the last day of the Interest Period applicable
thereto. Each Swing Loan shall be in a minimum amount of $250,000 or such
greater amount which is an integral multiple of $100,000.


-7-





          (b)     Intentionally
Omitted.


          (c)     Interest on
Swing Loans. Each Swing Loan shall bear interest until maturity
(whether by acceleration or otherwise) at a rate per annum equal to
(i) the sum of the Domestic Rate plus the Applicable Margin for Domestic
Rate Loans under the Revolving Credit as from time to time in effect (computed
on the basis of a year of 365 or 366 days, as the case may be, for the actual
number of days elapsed) or (ii) the Quoted Rate (as hereinafter defined)
(computed on the basis of a year of 360 days for the actual number of days
elapsed). Interest on each Swing Loan shall be due and payable prior to such
maturity on the last day of each Interest Period applicable thereto.


          (d)     Requests for
Swing Loans. The Company shall give the Agent prior notice (which
may be written or oral) no later than 12:00 Noon (Chicago time) on the
date upon which the Company requests that any Swing Loan be made of the amount
and date of such Swing Loan, and the Interest Period requested therefor. The
Agent shall promptly advise the Swing Line Lender of any such notice received from
the Company. Within 30 minutes after receiving such notice, the Swing Line
Lender shall in its discretion quote an interest rate to the Company at which
the Swing Line Lender would be willing to make such Swing Loan available to the
Company for the Interest Period so requested (the rate so quoted for a given
Interest Period being herein referred to as “Quoted Rate”). The Company acknowledges
and agrees that the interest rate quote is given for immediate and irrevocable
acceptance. If the Company does not so immediately accept the Quoted Rate for
the full amount requested by the Company for such Swing Loan, the Quoted Rate
shall be deemed immediately withdrawn and such Swing Loan shall bear interest
at the rate per annum determined by adding the Applicable Margin for Domestic
Rate Loans under the Revolving Credit to the Domestic Rate as from time to time
in effect. Subject to the terms and conditions hereof, the proceeds of such
Swing Loan shall be made available to the Company on the date so requested at the
offices of the Agent in Chicago, Illinois.


          (e)     Refunding
Loans. In its sole and absolute discretion, the Swing Line Lender
may at any time, on behalf of the Company (which hereby irrevocably authorizes
the Swing Line Lender to act on its behalf for such purpose) and with notice to
the Agent and the Company, request each Lender to make a Revolving Loan in the
form of a Domestic Rate Loan in an amount equal to such Lender’s Percentage of
the amount of the Swing Loans outstanding on the date such notice is given.
Unless an Event of Default described in Section 8.1(k) or 8.1(l) exists
with respect to the Company, regardless of the existence of any other Event of
Default, each Lender shall make the proceeds of its requested Revolving Loan available
to the Agent (for the account of the Swing Line Lender), in immediately
available funds, at the Agent’s principal office in Chicago, Illinois, before
12:00 Noon (Chicago time) on the Business Day following the day such notice is
given. The proceeds of such Borrowing of Revolving Loans shall be immediately
applied to repay the outstanding Swing Loans.


          (f)     Participations.
If any Lender refuses or otherwise fails to make a Revolving Loan when
requested by the Swing Line Lender pursuant to Section 1.8(e) above (due
to the existence of an Event of Default described in Section 8.1(k) or
8.1(l)), such Lender will, by the time and in the manner such Revolving Loan
was to have been funded to the Swing Line Lender, purchase


-8-





from the Swing Line Lender an undivided participating interest in the
outstanding Swing Loans in an amount equal to its Percentage of the aggregate
principal amount of Swing Loans that were to have been repaid with such
Revolving Loans. Each Lender that so purchases a participation in a Swing Loan
shall thereafter be entitled to receive its Percentage of each payment of
principal received on the Swing Loan and of interest received thereon accruing
from the date such Lender funded to the Swing Line Lender its participation in such
Loan. The several obligations of the Lenders under this Section shall be
absolute, irrevocable, and unconditional under any and all circumstances
whatsoever and shall not be subject to any set-off, counterclaim or defense to
payment which any Lender may have or have had against the Company, any other
Borrower, any Guarantor, any other Lender or any other Person whatever. Without
limiting the generality of the foregoing, such obligations shall not be
affected by any Default or Event of Default or by any reduction or termination
of the Commitments of any Lender, and each payment made by a Lender under this
Section shall be made without any offset, abatement, withholding or reduction
whatsoever.


       Section 1.9.     Default
Rate. Notwithstanding anything to the contrary
contained herein, while any Event of Default exists or after acceleration, the
relevant Borrower shall pay interest (after as well as before entry of judgment
thereon to the extent permitted by law) on the principal amount of all Loans owing
by it at a rate per annum equal to:


	
  

 	
  

 
	
  

 	
                     (a)     for
 any Domestic Rate Loan or any Swing Loan bearing interest based on the
 Domestic Rate, the sum of 2.0% plus the Applicable Margin plus the Domestic
 Rate from time to time in effect;

 
	
  

 	
  

 
	
  

 	
                     (b)     for
 any Eurodollar Loan denominated in U.S. Dollars or any Swing Loan
 bearing interest at the Quoted Rate, the sum of 2.0% plus the rate of
 interest in effect thereon at the time of such Event of Default until the end
 of the Interest Period applicable thereto and, thereafter, at a rate per
 annum equal to the sum of 2.0% plus the Applicable Margin for Domestic Rate
 Loans plus the Domestic Rate from time to time in effect; and

 
	
  

 	
  

 
	
  

 	
                     (c)     for
 any Eurodollar Loan denominated in an Alternative Currency, the sum of 2.0%
 plus the rate of interest in effect thereon at the time of such Event of
 Default until the end of the Interest Period applicable thereto and,
 thereafter at a rate per annum equal to the sum of the Applicable Margin,
 plus a rate of two percent (2.0%) plus the rate of interest per annum as
 determined by the Agent (rounded upwards, if necessary, to the nearest whole
 multiple of one-sixteenth of one percent (1/16%)) at which overnight or
 weekend deposits of the appropriate currency (or, if such amount due remains
 unpaid more than three Business Days, then for such other period of time not
 longer than six months as the Agent may elect in its absolute discretion) for
 delivery in immediately available and freely transferable funds would be
 offered by the Agent to major banks in the interbank market upon request of
 such major banks for the applicable period as determined above and in an
 amount comparable to the unpaid principal amount of any such Loan (or, if the
 Agent is not placing deposits in such currency in the interbank market, then
 the Agent’s cost of funds in such currency for such period).

 



-9-





provided, however, that in the absence of
acceleration, any adjustments pursuant to this Section shall be made at the
election of the Agent, acting at the request or with the consent of the
Required Lenders, with written notice to the Borrowers. While any Event of
Default exists or after acceleration, interest shall be paid on demand of the
Agent at the request or with the consent of the Required Lenders.


       Section 1.10.     Increase
in Commitment. Provided no Default or Event of Default
has occurred and is continuing, the Company may, on any Business Day on or
prior to the Termination Date, from time to time, increase the aggregate amount
of the Commitments up to a maximum amount of $650,000,000 by delivering a
Commitment Amount Increase Request in the form of Exhibit E hereto at
least five (5) Business Days prior to the desired effective date of such
increase (the “Commitment Amount Increase”) identifying an additional
Lender acceptable to the Agent and each Applicable Issuer in their reasonable
discretion or additional Commitment agreed to be made by any existing Lender
(each such additional Lender or existing Lender (in its capacity as such) being
referred to as an “Additional Lender”) and the amount of its Commitment (or
additional amount of its Commitment). The effective date of the Commitment
Amount Increase shall be agreed upon by the Company, such Additional Lender and
the Agent (whose agreement shall not be unreasonably withheld, conditioned or
delayed). Upon the effectiveness thereof, each Additional Lender shall advance
Revolving Loans and purchase Participating Interests in all then outstanding
Letters of Credit in an amount sufficient such that after giving effect to such
Revolving Loans and purchases each Lender (including such Additional Lender)
shall have outstanding its respective Percentage of the aggregate Revolving
Loans and Participating Interests then outstanding. It shall be a condition to
such effectiveness that no Eurodollar Loans be outstanding on the date of such
effectiveness and that the Company shall not have terminated any portion of the
Commitments pursuant to Section 3.5(a) hereof. The Company agrees to pay
any reasonable fees or expenses of the Agent (including reasonable fees and
disbursements of counsel) relating to any Commitment Amount Increase.
Notwithstanding anything herein to the contrary, no Lender shall have any
obligation to increase its Commitment and no Lender’s Commitment shall be
increased without its consent thereto, and each Lender may at its option,
unconditionally and without cause, decline to increase its Commitment.


SECTION 2.     INTEREST.


       Section 2.1.     Domestic
Rate Loans. Each Domestic Rate Loan shall bear
interest (which the relevant Borrower promises to pay in arrears at the times
herein provided) at the rate per annum determined by adding the Applicable
Margin to the Domestic Rate as in effect from time to time, provided that if a
Domestic Rate Loan is not paid when due (whether by lapse of time, acceleration
or otherwise), such Revolving Loan shall bear interest (which the relevant
Borrower promises to pay at the times hereinafter provided), whether before or
after judgment, and until payment in full thereof, at the rate per annum
specified in Section 1.9 hereof. Interest on the Domestic Rate Loans shall
be payable in arrears on the last day of each March, June, September and December
of each year (beginning on the first of such dates after the date hereof) and
at maturity of the Revolving Credit Notes and interest after maturity shall be
due and payable upon demand.


-10-







          Section
2.2.     Eurodollar Loans.
Each Eurodollar Loan shall bear interest (which the relevant Borrower promises
to pay in arrears at the times herein provided) on the unpaid principal amount
thereof from time to time outstanding from the date of the Borrowing of such
Eurodollar Loan until maturity (whether by acceleration or otherwise) at a rate
per annum equal to the sum of the Applicable Margin plus Adjusted LIBOR,
payable on the last day of the applicable Interest Period and at maturity
(whether by acceleration or otherwise), and, if the applicable Interest Period
is longer than three months, on the date occurring three months after the date
of the Borrowing of such Loan; provided that if a Eurodollar Loan is not
paid when due (whether by acceleration or otherwise), such Loan shall bear
interest (which the relevant Borrower promises to pay at the times herein
provided) from the date such payment was due until paid in full, payable on
demand, at the rate per annum specified in Section 1.9 hereof.


          Section
2.3.     Rate Determinations. The Agent shall
determine each interest rate applicable to the Loans hereunder in accordance
herewith, and its determination thereof shall be deemed prima facie correct.


          Section
2.4.     Computation of Interest.
All interest on Domestic Rate Loans shall be computed on the basis of a year of
365 or 366 days, as the case may be, for the actual number of days elapsed. All
interest on Eurodollar Loans and Swing Loans bearing interest at the Quoted
Rate (and unless otherwise stated herein, all fees, charges and commissions due
hereunder) shall be computed on the basis of a year of 360 days for the actual
number of days elapsed, except for Eurodollar Loans denominated in Pounds
Sterling which shall be computed on the basis of a year of 365 or 366 days, as
the case may be.


          Section
2.5.     Funding Indemnity. If any Lender
shall incur any loss, cost or expense (including, without limitation, any loss
of profit, and any loss, cost or expense incurred by reason of the liquidation
or re-employment of deposits or other funds acquired by such Lender to fund or
maintain any Eurodollar Loan or Swing Loan or the relending or reinvesting of
such deposits or amounts paid or prepaid to such Lender) as a result of:


	
  

 	
  

 
	
  

 	
                (i)     any
 payment or prepayment of a Eurodollar Loan or Swing Loan on a date other than
 the last day of its Interest Period for any reason,

 
	
  

 	
  

 
	
  

 	
                (ii)     any
 failure (because of a failure to meet the conditions of Borrowing or
 otherwise) by a Borrower to borrow or refund a Eurodollar Loan or Swing Loan
 on the date specified in a notice given pursuant to this Agreement,

 
	
  

 	
  

 
	
  

 	
                (iii)     any
 failure by a Borrower to make any payment of principal on any Eurodollar Loan
 or Swing Loan when due (whether by acceleration or otherwise), or

 
	
  

 	
  

 
	
  

 	
                (iv)     any
 acceleration of the maturity of a Eurodollar Loan or Swing Loan as a result
 of the occurrence of any Event of Default hereunder,

 


then, upon the demand of such Lender, the applicable Borrower shall pay
to such Lender such amount as will reimburse such Lender for such loss, cost or
expense. If any Lender makes such a claim for compensation, it shall provide to
the Company, with a copy to the Agent, a certificate


-11-





executed by an officer of such Lender setting forth the amount of such
loss, cost or expense in reasonable detail (including an explanation of the
basis for and the computation of such loss, cost or expense) and the amounts
shown on such certificate shall be deemed prima facie correct.


          Section
2.6.     Change of Law.
Notwithstanding any other provisions of this Agreement or any Note, if at any
time any change in applicable law or regulation or in the interpretation
thereof makes it unlawful for any Lender to make or continue to maintain Loans
in an Alternative Currency or Eurodollar Loans, such Lender shall promptly give
notice thereof to the Borrower and such Lender’s obligations to make or
maintain Eurodollar Loans or Loans in an Alternative Currency (as applicable) under
this Agreement shall terminate until it is no longer unlawful for such Bank to
make or maintain such Loans. The applicable Borrower shall prepay on demand the
outstanding principal amount of any such affected Loans, together with all
interest accrued thereon and all other amounts then due and payable to such
Lender under this Agreement; provided, however, subject to all of the
terms and conditions of this Agreement, the applicable Borrower may then elect
to borrow the principal amount of the affected Loans from such Lender by means
of Domestic Rate Loans which Loans shall not be made ratably by the Lenders but
only from such affected Lender.


          Section
2.7.     Unavailability.
If prior to the commencement of any Interest Period for any Borrowing of
Eurodollar Loans:


	
  

 	
  

 
	
  

 	
                (a)     the
 Agent determines that deposits in the applicable currency (in the applicable
 amounts) are not being offered to it in the eurocurrency interbank market for
 such Interest Period, or that by reason of circumstances affecting the
 interbank eurocurrency market adequate and reasonable means do not exist for
 ascertaining the applicable LIBOR, or

 
	
  

 	
  

 
	
  

 	
                (b)     the
 Required Lenders notify the Agent that (i) LIBOR as determined by the Agent
 will not adequately and fairly reflect the cost to such Lenders of funding
 their Loans in the currency in question for such Interest Period or (ii) that
 the making or funding of Loans in the relevant currency has become impracticable,
 in either case as a result of an event occurring after the date hereof which
 in the opinion of such Lenders materially adversely affects such Loans,

 


then and in any such event the Agent shall not less than two days prior
to the commencement of such Interest Period, give notice thereof to the Company
and the Lenders, whereupon until the Agent notifies the Company that the
circumstances giving rise to such suspension no longer exist, the obligations
of the Lenders to make Loans in the currency so affected or to make Eurodollar
Loans (as applicable) shall be suspended.


-12-





          Section
2.8.     Increased Cost and Reduced Return. If, on or after
the date hereof, the adoption of any applicable law, rule or regulation, or any
change therein, or any change in the interpretation or administration thereof
by any governmental authority, central bank or comparable agency charged with
the interpretation or administration thereof, or compliance by any Lender (or
its lending office) with any request or directive (whether or not having the
force of law) of any such authority, central bank or comparable agency:


	
  

 	
  

 
	
  

 	
                (i)     shall
 subject any Lender (or its applicable lending office) to any tax, duty or
 other charge with respect to any of its Eurodollar Loans, its Revolving
 Credit Notes, its Letter(s) of Credit, or its participation in any thereof,
 or its obligation to make Loans, issue a Letter of Credit, or to participate
 therein, or shall change the basis of taxation of payments to any Lender (or
 its applicable lending office) of the principal of or interest on any of its
 Eurodollar Loans, Letter(s) of Credit, or participations therein or any other
 amounts due under this Agreement in respect of its Eurodollar Loans,
 Letter(s) of Credit, or participations therein or its obligation to make
 Eurodollar Loans, issue a Letter of Credit, or acquire participations therein
 (except for changes in the rate of tax on the overall net income of such
 Lender or its lending office imposed by the jurisdiction in which such
 Lender’s principal executive office or applicable lending office is located);
 or

 
	
  

 	
  

 
	
  

 	
                (ii)     shall
 impose, modify or deem applicable any reserve, special deposit or similar
 requirement (including, without limitation, any such requirement imposed by
 the Board of Governors of the Federal Reserve System, but excluding with
 respect to any such requirement included in an applicable Eurocurrency
 Reserve Percentage) against assets of, deposits with or for the account of,
 or credit extended by, any Lender (or its applicable lending office) or shall
 impose on any Lender (or its lending office) or on the interbank market any
 other condition affecting its Revolving Loans, its Revolving Credit Notes,
 its Letter(s) of Credit, or its participation in any thereof, any of its
 obligation to make Revolving Loans, to issue a Letter of Credit, or to
 participate therein;

 


and the result of any of the foregoing is to increase the cost to such
Lender (or its lending office) of making or maintaining any Revolving Loan in
the currency requested or issuing or maintaining a Letter of Credit, or
participating therein, or to reduce the amount of any sum received or
receivable by such Lender (or its applicable lending office) under this
Agreement or under its Notes with respect thereto, by an amount in each case
deemed by such Lender, in its reasonable judgment, to be material, then, within
fifteen (15) days after demand by such Lender (with a copy to the Agent), the
Company shall be obligated to pay to such Lender such additional amount or
amounts as will compensate such Lender for such increased cost or reduction.


          Each Lender
that determines to seek compensation under this Section 2.8 shall notify the
Company and the Agent of the circumstances that entitle the Lender to such
compensation pursuant to this Section 2.8 and will designate a different
lending office if such designation will avoid the need for, or reduce the
amount of, such compensation and will not, in the reasonable judgment of such
Lender, be otherwise disadvantageous to such Lender. A certificate of any
Lender claiming compensation under this Section 2.8 and setting forth the
additional amount or amounts to be paid to it hereunder shall be deemed prima facie
correct. In determining such amount, such Lender may use any reasonable
averaging and attribution methods.


-13-





          Section
2.9.        Lending Offices.
Each Lender may, at its option, elect to make its Loans hereunder at the
branch, office or affiliate specified on the appropriate signature page hereof
(each a “Lending
Office”) for each type of Revolving Loan available hereunder or at
such other of its branches, offices or affiliates as it may from time to time
elect and designate in a notice to the Company and the Agent (but such funds
shall in any event be made available to the Company at the office of the Agent
as herein provided for), provided that the Company shall not be required to reimburse
any Lender under any of the provisions of this Section 2 for any cost which
such Lender would not have incurred but for changing its lending or funding
branch unless the Company consented in writing to such change. 


          Section
2.10.     Discretion of Lender as to Manner of Funding. Notwithstanding
any other provision of this Agreement, each Lender shall be entitled to fund
and maintain its funding of all or any part of its Loans in any manner it sees
fit, it being understood, however, that for the purposes of this Agreement all
determinations under this Agreement shall be made as if each Lender had
actually funded and maintained each Eurodollar Loan through the purchase of
deposits in the relevant market and in the relevant currency having a maturity
corresponding to such Eurodollar Loan’s Interest Period and bearing an interest
rate equal to Adjusted LIBOR for the currency in question for such Interest
Period.


          Section
2.11.     Capital Adequacy.
If any Lender shall determine that any applicable law, rule or regulation
regarding capital adequacy instituted after the date hereof, or any change in
the interpretation or administration of any applicable law, rule or regulation
regarding capital adequacy by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof or
compliance by such Lender (or its lending office) with any request or directive
regarding capital adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency, has or would have the effect of
reducing the rate of return on such Lender’s capital as a consequence of its
obligations hereunder or the Letters of Credit or credit extended by it
hereunder to a level below that which such Lender could have achieved but for
such law, rule, regulation, change or compliance (taking into consideration
such Lender’s policies with respect to capital adequacy) by an amount
reasonably deemed by such Lender to be material, then from time to time as
specified by such Lender the Company shall pay on demand such additional amount
or amounts as will compensate such Lender for such reduction. A certificate of
any Lender claiming compensation under this Section 2.11 and setting forth the
additional amount or amounts to be paid to it hereunder in reasonable detail
shall be prima
facie evidence thereof. In determining such amount, such Lender may
use any reasonable averaging and attribution methods.


          Section
2.12.     Substitution of Lenders.
In the event (a) any Borrower receives a claim from any Lender for compensation
under Section 2.8 or 11.1 hereof, (b) any Borrower receives notice from any
Lender of any illegality pursuant to Section 2.6 hereof, (c) any Lender is then
a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who
has been deemed insolvent or becomes the subject of a bankruptcy or insolvency
proceeding or a receiver or conservator has been appointed for any such Person,
or (d) a Lender fails to consent to an amendment or waiver requested under
Section 11.4 hereof at a time when the Required Lenders have approved such
amendment or waiver (any such Lender referred to in clause (a), (b), (c), or
(d) above being hereinafter referred to as an “Affected Lender”), the
Borrowers may, in addition


-14-





 to any other rights the
Borrowers may have hereunder or under applicable law, require, at its expense,
any such Affected Lender to assign, at par, without recourse, all of its
interest, rights, and obligations hereunder (including all of its Commitments
and the Loans and participation interests in Letters of Credit and other
amounts at any time owing to it hereunder and the other Loan Documents) to an
Eligible Assignee specified by the Company, provided that (i) such assignment shall
not conflict with or violate any law, rule or regulation or order of any court
or other governmental authority, (ii) the Borrowers shall have paid to the
Affected Lender all monies (together with amounts due such Affected Lender
under Section 2.5 hereof as if the Loans owing to it were prepaid rather than
assigned) other than such principal owing to it hereunder, and (iii) the
assignment is entered into in accordance with, and subject to the consents
required by, Section 11.17 hereof (provided any assignment fees and
reimbursable expenses due thereunder shall be paid by the Borrowers).


          Section
2.13.     Defaulting Lenders. Anything
contained herein to the contrary notwithstanding, in the event that any Lender
at any time is a Defaulting Lender, then (a) during any Defaulting Lender
Period with respect to such Defaulting Lender, such Defaulting Lender shall be
deemed not to be a “Lender” for purposes of voting on any
matters (including the granting of any consents or waivers) with respect to any
of the Loan Documents and such Defaulting Lender’s Commitments shall be
excluded for purposes of determining “Required Lenders” (provided that the
foregoing shall not permit an increase in such Lender’s Commitments or an
extension of the maturity date of such Lender’s Loans or other Obligations
without such Lender’s consent); (b) to the extent permitted by applicable law,
until such time as the Defaulting Lender Excess with respect to such Defaulting
Lender shall have been reduced to zero, any voluntary prepayment of the Loans
shall, if the Agent so directs at the time of making such voluntary prepayment,
be applied to the Loans of other Lenders as if such Defaulting Lender had no
Loans outstanding; (c) such Defaulting Lender’s Commitments and outstanding
Loans shall be excluded for purposes of calculating any commitment fee payable
to Lenders pursuant to Section 3.1 in respect of any day during any Defaulting
Lender Period with respect to such Defaulting Lender, and such Defaulting
Lender shall not be entitled to receive any fee pursuant to Section 3.1 with
respect to such Defaulting Lender’s Commitment in respect of any Defaulting
Lender Period with respect to such Defaulting Lender (and any Letter of Credit
fee otherwise payable to a Lender who is a Defaulting Lender shall instead be
paid to the Applicable Issuer for its use and benefit); (d) the utilization of
Commitments as at any date of determination shall be calculated as if such
Defaulting Lender had funded all Loans of such Defaulting Lender; and (e) if so
requested by the Applicable Issuer at any time during the Defaulting Lender
Period with respect to such Defaulting Lender, the Borrowers shall deliver to
the Agent cash collateral in an amount equal to such Defaulting Lender’s
Percentage of L/C Obligations then outstanding (to be, held by the Agent as set
forth in Section 8.4 hereof). No Commitment of any Lender shall be increased or
otherwise affected, and, except as otherwise expressly provided in this Section
2.13, performance by the Borrowers of their obligations hereunder and the other
Loan Documents shall not be excused or otherwise modified as a result of the
operation of this Section 2.13. The rights and remedies against a Defaulting
Lender under this Section 2.13 are in addition to other rights and remedies
which the Borrowers may have against such Defaulting Lender and which the Agent
or any Lender may have against such Defaulting Lender.


-15-





SECTION
3.          FEES,
PAYMENTS, REDUCTIONS, APPLICATIONS AND NOTATIONS.


          Section
3.1.     Commitment Fee.
For the period from the Closing Date to and including the Termination Date, the
Borrowers shall pay to the Agent for the account of the Lenders a
non-refundable commitment fee at the rate per annum equal to the Applicable
Margin (computed on the basis of a year of 360 days and actual days elapsed) on
the average daily Unused Commitments. Such fee is due and payable in arrears on
the last day of each calendar quarter (commencing with the first of such dates
after the date hereof) and on the Termination Date.


          Section
3.2.     Other Fees.
The Company shall pay to the Agent such other and additional fees as may from
time to time be agreed to between the Company and the Agent.


          Section
3.3.     Letter of Credit Fees.
The applicable Borrowers shall pay to the Agent, for the ratable account of the
Lenders, a fee on the amount of the L/C Obligations from time to time
outstanding computed at the Applicable Margin (computed on the basis of a year
of 360 days and actual days elapsed), each such fee to be due and payable
quarterly in arrears on the last day of each calendar quarter and on the
Termination Date. In addition, on the date of issuance of each Letter of Credit
the applicable Borrower shall pay the Applicable Issuer for its own account an
issuance fee of 1/8 of 1% of the face amount of such Letter of Credit, such fee
to be retained by the Applicable Issuer for its own account. In addition, the
applicable Borrower shall pay to the Applicable Issuer such issuing,
processing, drawing, amendment and other fees and charges as the Applicable
Issuer customarily imposes in connection with the issuance of letters of credit
of the type in question, the payment of drafts thereunder or amendments
thereto.


          Section
3.4.     Voluntary Prepayments.
The Borrowers shall have the privilege of prepaying without premium or penalty
(except as set forth in Section 2.5 above) and in whole or in part (but, if in
part, then: (i) in an amount not less than $2,000,000, or such lesser amount as may
then be outstanding, and (ii) in each case, in an amount such that the minimum
amount required for a Borrowing pursuant to Section 1.5 hereof remains
outstanding) any Borrowing of Eurodollar Loans at any time upon three (3)
Business Days prior notice by the Borrower to the Agent or, in the case of a
Borrowing of Domestic Rate Loans or Swing Loans, notice delivered by the
Borrower to the Agent no later than 10:00 a.m. (Chicago time) on the date of
prepayment, such prepayment to be made by the payment of the principal amount
to be prepaid and, in the case of any Eurodollar Loans or Swing Loans, accrued
interest thereon to the date fixed for prepayment plus any amounts due the
Lenders under Section 2.5 hereof.


          Section
3.5.     Mandatory Prepayments and Commitment
Reductions. (a)
Commitments.
In the event that the aggregate amount of Revolving Loans, Swing
Loans and L/C Obligations shall at any time and for any reason exceed the
Commitments or the aggregate amount of Revolving Loans, Swing Loans and L/C
Obligations owing from any Borrower shall exceed any applicable Sublimit, in
each case for any reason (including changes in currency rates), the Borrowers
shall immediately and without notice or demand pay the amount of the excess to
the Agent as and for a mandatory prepayment on the Revolving Loans or, if the
Revolving Loans have been paid in full but L/C Obligations are outstanding,
then and in any such event, such excess shall be paid over to the Agent to be
applied against, or held as collateral security for, as applicable, such L/C
Obligations.


-16-





          (b)     Asset
Dispositions. (i) If any Borrower or any Restricted Subsidiary shall
at any time or from time to time make or agree to make a Disposition (other
than Dispositions of inventory in the ordinary course of business) or shall
suffer an Event of Loss after the date hereof resulting in Net Cash Proceeds in
excess of $10,000,000 individually or on a cumulative basis in any fiscal year
of the Borrowers, to the extent the aggregate amount of all such Net Cash
Proceeds received by the Borrowers and the Restricted Subsidiaries during the
period from and including the date hereof to and including the date of such
Disposition or Event of Loss exceed 10% of the book value of assets of the
Borrowers and the Restricted Subsidiaries as of such date, then (x) the Company
shall promptly notify the Agent of such proposed Disposition or Event of Loss
(including the amount of the estimated Net Cash Proceeds to be received by such
Borrower or such Subsidiary in respect thereof) and (y) such Net Cash Proceeds
shall be paid over to the Agent promptly upon receipt by such Borrower or such
Restricted Subsidiary of the Net Cash Proceeds of such Disposition or Event of
Loss for application as set forth herein. Immediately upon receipt by the
applicable Borrower or such Restricted Subsidiary of such Net Cash Proceeds,
the Commitments shall ratably terminate in an aggregate amount equal to 100% of
the amount of all such Net Cash Proceeds and the Agent shall apply such Net
Cash Proceeds to the payment of all amounts, if any, required by Section 3.5(c)
hereof; provided
that in the case of each Disposition and Event of Loss so long as no Default or
Event of Default shall have occurred and is then continuing, if the Company
states in its notice of such event that the applicable Borrower or the
applicable Subsidiary intends to reinvest, within 180 days of the applicable
Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash
Proceeds thereof in assets similar to the assets which were subject to such
Disposition or Event of Loss, then the Agent shall deposit such Net Cash
Proceeds in the Collateral Account and the Commitments shall not so terminate
under this Section to the extent such Net Cash Proceeds are actually reinvested
in such similar assets within such 180-day period. Concurrently with any such
reinvestment, the Agent shall return the amount of such Net Cash Proceeds to be
reinvested to the Company. Promptly after the end of such 180-day period, in
the event that the applicable Borrower or Restricted Subsidiary has not
reinvested any of such Net Cash Proceeds in such similar assets, the
Commitments shall immediately terminate in an amount equal to 100% of such Net
Cash Proceeds and the Agent shall promptly apply such Net Cash Proceeds to the
payment of all amounts, if any, required by Section 3.5(c) below and release
the balance thereof to the Company. In the event and to the extent that any
Commitment reduction pursuant to this Section 3.5(b) does not require a
prepayment of Loans or prefunding of L/C Obligations pursuant to Section 3.5(c)
below, the Agent shall promptly return the Net Cash Proceeds not required for
such purpose to the Company. The provisions of this subsection shall not apply
to the sale of the Company’s capital stock in Drake & Scull (Cayman
Islands) No. 3 Limited (“D&S Cayman”), its interest in EMCOR
Facilities Limited (“EFS-Dubai”), a company incorporated under
the Dubai-Jebel Ali Free Zone Offshore Companies Regulations 203 and/or its
interest in the Drake & Scull trademark. It is contemplated that such
transactions shall be effectuated by transferring the Company’s interest in EFS
Dubai and in the Drake & Scull trademark to D&S Cayman (whose assets
shall primarily consist of the equity interest in EFS-Dubai and the Drake Scull
trademark) and thereafter selling all the capital stock of D&S Cayman.


          (c)     Commitment
Terminations. The Borrowers shall, on each date the Commitments are
reduced pursuant to Section 3.5(b) or 3.6 hereof, prepay the Revolving Loans,
Swing Loans,


-17-





and, if necessary, prefund the L/C Obligations by the amount necessary
to reduce the sum of the aggregate principal amount of Revolving Loans, Swing
Loans, and L/C Obligations then outstanding to the amount to which the
Commitments have been so reduced.


          Section
3.6.     Voluntary Terminations.
The Borrowers shall have the privilege without any penalty or fee upon five
Business Days’ prior notice from the Company (which need not be joined in by
any Borrower) to the Agent (which shall promptly notify the Lenders) to ratably
terminate the Commitments in whole or in part (but if in part then in the
amount of $1,000,000 or such greater amount which is an integral multiple of
$100,000, unless the Commitments shall be less than $1,000,000); provided
that the Commitments may not be reduced to an amount less than the sum of all
Revolving Loans and all L/C Obligations then outstanding unless there is
deposited with the Agent as cash collateral for such Revolving Loans and L/C
Obligations cash in the amount by which the same exceed the amount of the
Commitments. Any termination of the Revolving Commitments below any Sublimit or
the Swing Line Sublimit then in effect shall reduce such Sublimit or Swing Line
Sublimit, as applicable, by a like amount. The Agent shall give prompt notice
to each Lender of any such termination of the Commitments.


          Section
3.7.     Place and Application. All payments of
principal, interest and fees shall be made to the Agent at its office at 111
West Monroe Street, Chicago, Illinois (or at such other place as the Agent may
specify) in immediately available and freely transferable funds at the place of
payment by no later than 12:00 Noon Central Time on the due date thereof or, if
such payment is to be made in an Alternative Currency, by no later than 12:00
Noon local time at the place of payment to such office as the Agent has
previously specified; provided however that reimbursements of
drawings under Letters of Credit shall be made to the Applicable Issuer. Any
payments received by the Agent or such Applicable Issuer after such time shall
be deemed received as of the opening of business on the next Business Day. All
such payments shall be made (i) in U.S. Dollars, in immediately available funds
at the place of payment, or (ii) in the case of Revolving Loans or
reimbursement of drawings under a Letter of Credit in an Alternative Currency,
in such Alternative Currency in such funds then customary for settlement of
international transactions in such currency. All such payments shall be made
without set-off or counterclaim and without reduction for, and free from, any
and all present or future taxes, levies, imposts, duties, fees, charges, deductions,
withholdings, restrictions or conditions of any nature imposed by any
government or political subdivision or taxing authority thereof. Except as
herein provided, all payments shall be received for the ratable account of the
Lenders and shall be distributed by the Agent to the Lenders in accordance with
their Percentages on the date the Agent receives payment, or if the Agent
receives payment later than 12:00 Noon Central Time, then no later than the
next Business Day. Any amount prepaid on the Revolving Loans may, subject to
all of the terms and conditions hereof, be borrowed, repaid and borrowed again.
Unless the applicable Borrower otherwise requests, each prepayment shall be
first applied to such Borrower’s Domestic Rate Loans and then to its Eurodollar
Loans in the order in which their Interest Periods expire. Any prepayment of
Eurodollar Loans shall be accompanied by any amount due the Lenders under
Section 2.5 hereof but acceptance of any such prepayment without such a payment
being made shall not preclude a later demand by the Lenders for such payment.


-18-





          Anything
contained herein to the contrary notwithstanding, all payments and collections
received in respect of the Obligations and all proceeds of the Collateral
received, in each instance, by the Agent or any of the Lenders after the
occurrence of an Event of Default shall be remitted to the Agent and
distributed as follows:


	
  

 	
  

 
	
  

 	
                (a)     first,
 to the payment of any outstanding costs and expenses incurred by the Agent in
 monitoring, verifying, protecting, preserving or enforcing the Liens on the
 Collateral or by the Agent in protecting, preserving or enforcing rights
 under the Loan Documents, and in any event all costs and expenses of a
 character which the Borrowers have agreed to pay under Section 11.5 hereof
 (such funds to be retained by the Agent for its own account unless the Agent
 has previously been reimbursed for such costs and expenses by the Lenders, in
 which event such amounts shall be remitted to the Lenders to reimburse them
 for payments theretofore made to the Agent);

 
	
  

 	
  

 
	
  

 	
                (b)     second,
 to the payment of principal and interest on the Swing Loans until paid in
 full;

 
	
  

 	
  

 
	
  

 	
                (c)     third,
 to the payment of any outstanding interest or other fees or amounts due under
 the Revolving Loans and the other Loan Documents, in each case other than for
 principal or in reimbursement or collateralization of L/C Obligations,
 ratably as among the Agent and the Lenders in accord with the amount of such
 interest and other fees or amounts owing each;

 
	
  

 	
  

 
	
  

 	
                (d)     fourth,
 to the payment of the principal of the Revolving Loans and any unpaid
 Reimbursement Obligations and to the Agent to be held as collateral security
 for any other L/C Obligations (until the Agent is holding an amount of cash
 equal to the then outstanding amount of all such L/C Obligations), and
 Hedging Liability, the aggregate amount paid to or held as collateral
 security for the Lenders and, in the case of Hedging Liability, their Affiliates,
 to be allocated pro rata in accordance with the then aggregate unpaid amounts
 owing to each holder thereof;

 
	
  

 	
  

 
	
  

 	
                (e)     fifth,
 to the Agent and the Lenders ratably in accordance with the amounts of any
 other indebtedness, obligations or liabilities of the Borrowers owing to each
 of them and secured by the Collateral Documents unless and until all such
 indebtedness, obligations and liabilities have been fully paid and satisfied;
 and

 
	
  

 	
  

 
	
  

 	
                (f)     sixth,
 to the Company on behalf of the Borrowers (each Borrower hereby agreeing that
 its recourse for its share of such payment shall be to the Company and not
 the Agent or any Lender) or whoever else may be lawfully entitled thereto.

 


          Section
3.8.     Evidence of Indebtedness. (a) Each Lender shall
maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrowers to such Lender resulting from each
Loan made by such Lender from time to time, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder.


-19-





          (b)     The
Agent shall also maintain accounts in which it will record (i) the amount of
each Loan made hereunder, the type thereof, the Interest Period with respect
thereto, and the currency in which such Loan is denominated, (ii) the amount of
any principal or interest due and payable or to become due and payable from the
Borrowers to each Lender hereunder and (iii) the amount of any sum received by
the Agent hereunder from the Borrowers and each Lender’s share thereof.


          (c)     The
entries maintained in the accounts maintained pursuant to paragraphs (a) and
(b) above shall be prima facie evidence of the existence and
amounts of the Obligations therein recorded; provided, however, that the
failure of the Agent or any Lender to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Borrowers to repay
the Obligations in accordance with their terms.


          (d)     Any
Lender may request that its Loans be evidenced by a promissory note or notes in
the forms of Exhibit D-1 (in the case of its Revolving Loans and referred to herein
as a “Revolving
Credit Note”), or D-2 (in the case of its Swing Loans and referred
to herein as a “Swing Note”), as applicable (the Revolving Credit Notes and
Swing Note being hereinafter referred to collectively as the “Notes”
and individually as a “Note”). In such event, the Borrower shall
prepare, execute and deliver to such Lender a Note payable to such Lender or
its registered assigns in the amount of the Commitment or Swing Line Sublimit,
as applicable. Thereafter, the Loans evidenced by such Note or Notes and
interest thereon shall at all times (including after any assignment pursuant to
Section 11.17) be represented by one or more Notes payable to the order of the
payee named therein or any assignee pursuant to Section 11.17, except to the
extent that any such Lender or assignee subsequently returns any such Note for
cancellation and requests that such Loans once again be evidenced as described
in subsections (a) and (b) above.


SECTION
4.          THE COLLATERAL
AND THE GUARANTEES.


          Section
4.1.     The Collateral.
The Obligations and Hedging Liability (i) of the U.S. Borrowers shall be
secured by valid and perfected first Liens on all inventory, accounts
receivable, equipment and other personal property (as further described in the
Collateral Documents) of the U.S. Borrowers and the U.S. Subsidiaries which are
Guarantors and, subject to the provisions of this Section 4.1, all capital
stock of all Guarantors, together with all instruments, securities, chattel
paper and intangibles of the U.S. Borrowers and the U.S. Subsidiaries which are
Guarantors and all proceeds of the foregoing, and (ii) of the U.K. Borrowers
and the Canadian Borrowers shall be secured by valid and perfected first Liens on
all inventory, accounts receivable, equipment and personal property (as further
described in the Collateral Documents) of the U.S. Borrowers, U.K. Borrowers,
the Canadian Borrowers, the U.S. Subsidiaries which are Guarantors, the U.K.
Subsidiaries which are Guarantors and the Canadian Subsidiaries which are
Guarantors, subject to the provisions of this Section 4.1, all capital stock of
all Guarantors, together with all instruments, securities, chattel paper and
intangibles of the U.S. Borrowers, the U.K. Borrowers, the Canadian Borrowers,
the U.S. Subsidiaries which are Guarantors, the U.K. Subsidiaries which are
Guarantors and the Canadian Subsidiaries which are Guarantors and all proceeds
of the foregoing; provided however that unless and until the Required Lenders
otherwise elect; (i) the Borrowers and the Guarantors


-20-





shall not be required to note the Agent’s Lien on any certificate of
title issued for a vehicle or to perfect a Lien on fixtures and (ii) no
Guarantor, the fair market value of whose assets aggregate less than $1,000,000
shall be required to grant Liens on its assets to the Agent, further
provided that:


	
  

 	
  

 
	
  

 	
                (i)      Liens
 on (a) any contract (or modification thereof) (a “Contract”) to which any
 Guarantor is a party (“Contractor”), the performance of which
 is guaranteed by any bond, undertaking, instrument of guarantee or any
 continuation, extension, alteration, renewal or substitution thereof,
 executed by any bonding company of a Contractor; (b) any subcontract or
 purchase order and against any legal entity and its bonding company which has
 contracted with a Contractor to furnish labor, materials, equipment, and
 supplies in connection with any Contract; (c) monies, Contract balances, due
 or to become due any Contractor on any Contract, including all monies earned
 or unearned which are unpaid at the time of notification by a bonding company
 to the obligee of the bonding company’s rights under any agreement of
 indemnity with a Contractor; (d) any actions, causes of action, claims or
 demands whatsoever which a Contractor may have or acquire against any party
 to a Contract or arising out of or in connection with any Contract, including
 but not limited to those against obligees and design professionals any
 bonding company or binding companies of any obligee; (e) any and all rights,
 title, interest in, or use of any patent, copyright or trade secret which is
 or may be necessary for the completion of any bonded work; (f) all monies due
 or to become due to a Contractor on any policy of insurance relating to any
 claims arising out of the performance of any Contract or to premium refunds,
 including, but not limited to, builders risk, fire, employee dishonesty or
 workers’ compensation policies; (g) all supplies, tools, plants, material, inventory,
 and equipment (whether completely manufactured or not), wherever located,
 which have been or hereafter may be purchased, used, or acquired for use,
 entirely or partly, in connection with or to be incorporated into the matter
 that is the subject of any Contract; and (h) all amounts that may be owing
 from time to time by a bonding company to a Contractor or any Guarantor in
 any capacity including, without limitation, any balance or share belonging to
 such Contractor or Guarantor or any deposit or other account with a bonding
 company, may be subject to prior Liens in favor of bonding companies to
 secure obligations in connection with such payment and performance bonds;

 
	
  

 	
  

 
	
  

 	
                (ii)      no
 Lien need be granted on any asset subject to a lien permitted by Section
 7.11(e), (i), (l) (as to Liens on fixed assets only) or (m);

 
	
  

 	
  

 
	
  

 	
                (iii)     no
 Lien need be granted on the capital stock of an Unrestricted Subsidiary or on
 the capital stock or assets of a corporation identified on Schedule 5.2 as a
 designated foreign subsidiary;

 
	
  

 	
  

 
	
  

 	
                (iv)     no
 Liens need be granted on real property unless and until the Required Lenders
 so require;

 
	
  

 	
  

 
	
  

 	
                (v)      Liens
 granted may be subject and subordinate to Liens permitted by clauses (a), (b),
 (c), (e), (f), (g), (h), (j), (k), (n), and (o) of Section 7.11 hereof;

 


-21-










	
  

 	
  

 
	
  

 	
                (vi)     Liens
 need not be perfected by possession or control (but may be perfected by the
 filing of a financing statement) on notes receivable having a fair value of
 less than $2,000,000 in any instance and $10,000,000 in the aggregate or on
 bonds or notes pledged to the City of New York in lieu of retainage;

 
	
  

 	
  

 
	
  

 	
                (vii)   Liens
 need not be perfected by possession or control (but may be perfected by the
 filing of a financing statement) on equity securities (other than capital
 stock of Restricted Subsidiaries to the extent required hereby) having a fair
 value of less than $1,000,000 in any instance and $5,000,000 in the
 aggregate;

 
	
  

 	
  

 
	
  

 	
                (viii)  no
 lien need be granted on any contract, license, permit or franchise, that
 validly prohibits the creation, attachment, or perfection of a security
 interest in favor of the Agent of a security interest in such contract,
 license, permit or franchise (or in any rights or property obtained by such
 Person under such contract, license, permit or franchise);

 
	
  

 	
  

 
	
  

 	
                (ix)    no
 lien need be granted on any rights or property to the extent that any valid
 and enforceable law or regulation applicable to such rights or property
 prohibits the creation of a security interest therein; 

 
	
  

 	
  

 
	
  

 	
                (x)     no
 lien need be granted on any rights or property to the extent that such rights
 or property secure purchase money financing therefor permitted by this Credit
 Agreement and the agreements providing such purchase money financing prohibit
 the creation of a further security interest therein; and

 
	
  

 	
  

 
	
  

 	
                (xi)   Liens
 on payroll accounts maintained by the Borrowers and the Guarantors need not
 be perfected provided the total amount on deposit at any time does not exceed
 the then current amount of their payroll obligations.

 


The Borrowers agree that they will, and will cause the Guarantors to,
from time to time at the request of the Agent or the Required Lenders execute
and deliver such documents, security agreements, assignments, pledges,
hypothecs or charges and do such acts and things as the Agent or the Required
Lenders may reasonably request in order to provide for or perfect such Liens on
the Collateral. Notwithstanding anything to the contrary contained herein or in
any other Loan Document, the Collateral owned by the U.K. Subsidiaries and the
Canadian Subsidiaries and any other Controlled Foreign Corporation (“CFC”)
as such term is defined a Section 957 of the Code whose assets are included as
part of the Collateral (including without limitation equity interests in other
U.K. Subsidiaries and Canadian Subsidiaries) shall secure solely the
indebtedness, liabilities and obligations of the U.K. Subsidiaries, the
Canadian Subsidiaries and any CFC hereunder and under the other Loan Documents
and not the indebtedness, liabilities and obligations of the U.S. Borrowers and
the U.S. Subsidiaries hereunder and under the other Loan Documents.
Notwithstanding the foregoing, the portion of the capital stock of each U.K.
Subsidiary, Canadian Subsidiary and any other CFC owned by a U.S. Corporation
and constituting Collateral in excess of 65% of the total issued and
outstanding capital stock of such Subsidiary (herein, the “Excess Stock Collateral”)
shall secure only the indebtedness liabilities and obligations of the Canadian
Subsidiaries, U.K. Subsidiaries and/or any other CFC hereunder


-22-





and under the other Loan Documents. In no event shall the Excess Stock
Collateral secure the indebtedness, liabilities and obligations of the U.S.
Borrowers or the U.S. Subsidiaries hereunder or under the other Loan Documents.
Notwithstanding the foregoing, no Lien need be granted on the capital stock of
a captive insurance company or captive surety company if the granting of such
Lien would violate applicable law or require the consent of any applicable
regulatory body.


          Section
4.2.     The Guarantees.
The Obligations and Hedging Liability (i) of the U.S. Borrowers shall be fully
guaranteed by the Company and the U.S. Subsidiaries which are Guarantors and
(ii) of the U.K. Borrowers and the Canadian Borrowers shall be fully guaranteed
by the Company, the U.S. Subsidiaries, the U.K. Subsidiaries and the Canadian
Subsidiaries in each case which are Guarantors. Subject to Section 4.1 and
except as otherwise required in Section 4.1, the Required Lenders may from time
to time require any Restricted Subsidiary (other than any Restricted Subsidiary
(i) which is not a Wholly-Owned Subsidiary, (ii) which is a CFC but not a UK
Subsidiary or a Canadian Subsidiary or (iii) which is a captive insurance
company or captive surety company) to provide a Guarantee and Liens on its
assets in which event the Company shall within 30 days of request cause such
Restricted Subsidiary to execute and deliver a Guarantee to the Agent together
with such supporting resolutions, opinions and other showings as the Agent may
reasonably require.


SECTION
5.          REPRESENTATIONS
AND WARRANTIES.


               Each
Borrower represents and warrants to the Agent and the Lenders as follows:


          Section
5.1.     Organization and Qualification. Each Borrower is
duly organized, validly existing and in good standing (or their equivalents
under applicable local law) as a corporation, limited liability company or
partnership under the laws of the jurisdiction in which it is incorporated or
organized, as the case may be, has full and adequate power to own its Property
and conduct its business as now conducted, and is duly licensed or qualified
and in good standing in each jurisdiction in which the failure to be so
qualified would have a Material Adverse Effect.


          Section
5.2.     Subsidiaries.
Except as set forth in the Side Letter, each Restricted Subsidiary is duly
organized, validly existing and in good standing (or their equivalents under
applicable local law) under the laws of the jurisdiction in which it is
incorporated or organized, as the case may be, has full and adequate power to
own its Property and conduct its business as now conducted, and is duly
licensed or qualified and in good standing in each jurisdiction in which the
failure to be so qualified or in good standing would have a Material Adverse
Effect. As of the date hereof, Schedule 5.2 hereto identifies each Restricted
Subsidiary, the jurisdiction of its incorporation or organization, as the case
may be, the percentage of issued and outstanding shares of each class of its
capital stock or other equity interests owned by the Company and the Restricted
Subsidiaries and, if such percentage is not 100% (excluding directors’
qualifying shares as required by law), a description of each class of its
authorized capital stock and other equity interests and the number of shares of
each class issued and outstanding and the Company will notify the Agent of any
material changes in such information. All of the outstanding shares of capital
stock and other equity interests of each such Subsidiary are validly issued and
outstanding and fully paid and nonassessable (except for the provisions of
Section 630 of the


-23-





Business Corporation Law of the State of New York, as to New York
Corporations) and as of the date hereof all such shares and other equity
interests indicated on Schedule 5.2 as owned by the Company or a Restricted
Subsidiary are as of the date hereof owned, beneficially and of record, by the
Company or such Restricted Subsidiary free and clear of all Liens not permitted
hereby. There are no outstanding commitments or other obligations of any
Restricted Subsidiary to issue, and no options, warrants or other rights of any
Person to acquire, any shares of any class of capital stock or other equity
interests of any Restricted Subsidiary except in favor of the Company or a
Restricted Subsidiary.


          Section
5.3.     Corporate Authority and Validity of
Obligations. Each Borrower has
full right and authority to enter into this Agreement and the other Loan
Documents to which it is a party, to make the borrowings herein provided for,
to grant to the Agent the Liens provided for in the Collateral Documents being
executed by it, and to perform all of its obligations hereunder and under the
other Loan Documents to which it is a party. Each Guarantor has full right and
authority to enter into the Loan Documents to which it is a party, to grant to
the Agent the Liens provided for in the Collateral Documents executed by it and
to perform all of its obligations under such Loan Documents. The Loan Documents
have been duly authorized, executed and delivered by the Borrowers and
Guarantors and constitute valid and binding obligations of the Borrowers and
Guarantors enforceable in accordance with their terms except as enforceability
may be limited by bankruptcy, insolvency or similar laws affecting creditors’
rights generally and general principles of equity (regardless of whether the
application of such principles is considered in a proceeding in equity or at
law); and this Agreement and the other Loan Documents do not, nor does the
performance or observance by any Borrower or Guarantor of any of the matters
and things herein or therein provided for, contravene or constitute a default
under any provision of law or any judgment, injunction, order or decree binding
upon any Borrower or Guarantor or any provision of the charter, articles of
incorporation or organization or by-laws of any Borrower or Guarantor or any
covenant, indenture or agreement of the Borrowers or Guarantors or affecting
any of their Properties, or result in the creation or imposition of any Lien on
any Property of the Borrowers or Guarantors.


     Section 5.4.     Use of
Proceeds; Margin Stock. The Borrowers
shall use the proceeds of the Revolving Loans and other extensions of credit
made available hereunder to refinance existing indebtedness including
indebtedness under the Existing Credit Agreement and under the Term Loan
Agreement, to finance Permitted Acquisitions and Capital Expenditures, and for
their working capital and general corporate purposes. Neither the Borrowers nor
any Subsidiary is engaged in the business of extending credit for the purpose
of purchasing or carrying margin stock (within the meaning of Regulation U of
the Board of Governors of the Federal Reserve System), and no part of the
proceeds of any Revolving Loan or any other extension of credit made hereunder
will be used to purchase or carry any such margin stock or to extend credit to
others for the purpose of purchasing or carrying any such margin stock.


          Section 5.5.     Financial
Reports.
The consolidated balance sheet of the Company and its Subsidiaries as at
December 31, 2008 and the related consolidated statements of operations, cash
flows and shareholder’s equity of the Company and its subsidiaries for
the fiscal year then ended, and accompanying notes thereto, which consolidated
financial statements are accompanied by the audit report of Ernst & Young
LLP, an independent registered public accounting firm, and


-24-





the unaudited interim condensed consolidated balance sheet of the
Company and its subsidiaries as at September 30, 2009 and the related interim
condensed consolidated statements of operations, cash flows and shareholder’s
equity of the Company and its subsidiaries for the nine (9) months then ended
heretofore furnished to the Lenders, fairly present the consolidated financial
condition of the Company and its subsidiaries as at said dates and the results
of their operations and cash flows for the periods then ended in conformity
with generally accepted accounting principles applied on a consistent basis,
but subject, in the case of such interim condensed financial statements on the
related notes thereto (the “Notes”), to year end audit adjustments
which are not expected to be material. Neither the Company nor any Restricted
Subsidiary has, to the best of its knowledge, contingent liabilities which
could reasonably be expected to have a Material Adverse Effect other than as
indicated on such financial statements or, as to each reaffirmation of this
sentence’s representation and warranty in the future, on the most recent
financial statements or the related notes thereto which are to be provided to
the Lenders pursuant to Section 7.5 hereof.


          Section
5.6.     No Material Adverse Change. Since
September 30, 2009, there has been no change in the condition (financial or
otherwise) or business prospects of the Company and its Restricted Subsidiaries
which could reasonably be expected to have a Material Adverse Effect.


          Section
5.7.     Full Disclosure.
The written statements and written information furnished by or on behalf of the
Borrowers to the Agent and the Lenders through the date hereof in connection
with the negotiation of this Agreement and the other Loan Documents and the
commitments by the Lenders to provide all or part of the financing contemplated
hereby do not, taken as a whole, contain any untrue statements of a material
fact or omit a material fact necessary to make the material statements
contained herein or therein not misleading, the Lenders acknowledging that as
to any projections furnished to the Lenders by or on behalf of the Borrowers,
the Borrowers only represent that the same were prepared on the basis of
information and estimates the Borrowers believed to be reasonable.


          Section
5.8.     Good Title.
Except to the extent heretofore disclosed on the Schedules to this Agreement or
in the Side Letter, as of the date hereof the Company and the Restricted
Subsidiaries have good and marketable title to their real property and good and
merchantable title to the balance of their assets as reflected on the most recent
balance sheets of the Company and its Restricted Subsidiaries furnished to the
Lenders (except for sales of assets by the Borrowers and their Restricted
Subsidiaries in the ordinary course of business), subject to no Liens other
than such thereof as are permitted by Section 7.11 hereof.


          Section
5.9.     Litigation and Other Controversies.
Except as disclosed on Schedule 5.9 hereof, there is no litigation or
governmental proceeding or labor controversy pending, nor to the knowledge of
any Borrower threatened, against the Borrower or any Restricted Subsidiary
which if adversely determined would (a) impair the validity or enforceability
of, or impair the ability of any Borrower or Guarantor to perform its
obligations under, this Agreement or any other Loan Document or (b) have a
Material Adverse Effect.


          Section
5.10.   Taxes.
All tax returns which, to the best knowledge of the Company, are required to be
filed by the Company or any Restricted Subsidiary in any jurisdiction have, in


-25-





fact, been filed, and all taxes, assessments, fees and other
governmental charges upon the Company or any Restricted Subsidiary or upon any
of their respective Properties, income or franchises, which are shown to be due
and payable in such returns, have been paid to the extent due, in each case
except where the failure to do so would not cause a Material Adverse Effect.
The Borrowers do not know of any material proposed additional tax assessment
against them or the Restricted Subsidiaries for which adequate provision in
accordance with GAAP has not been made in their respective financial
statements. Adequate provisions in accordance with GAAP for taxes on the books of
the Company, each other Borrower and each Restricted Subsidiary have been made
for all open years, and for its current fiscal period.


          Section
5.11.     Approvals.
Upon termination of the Existing Credit Agreement and Term Loan Agreement, no
authorization, consent, license, or exemption from, or filing or registration
with, any court or governmental department, agency or instrumentality, nor any
approval or consent of the stockholders of the Borrowers or any other Person,
is or will be necessary to the valid execution, delivery or performance by the
Borrowers or Guarantors of this Agreement or any other Loan Document, other
than the stockholders of the Guarantors.


          Section
5.12.     Affiliate Transactions.
No Borrower nor any Restricted Subsidiary is a party to any contract or
agreement with any of its Affiliates (other than contracts and agreements
between and among the Borrowers and Restricted Subsidiaries) on terms and
conditions which are less favorable to such Borrower or such Restricted
Subsidiary than would be usual and customary in similar contracts or agreements
between Persons not affiliated with each other than any such contract or
agreement which could not reasonably be expected to have a Material Adverse
Effect.


          Section
5.13.     Investment Company.
No Borrower nor any Subsidiary is an “investment company” or a company
“controlled” by an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.


          Section
5.14.     ERISA.
Except to the extent heretofore disclosed in writing to the Lenders, to the
best of the Company’s knowledge, each Borrower and each other member of its
Controlled Group has fulfilled its obligations under the minimum funding
standards of and is in compliance in all material respects with ERISA and the
Code to the extent applicable to it and has not incurred any material liability
to the PBGC or a Plan (other than material liabilities arising in the future
under a multiemployer plan as defined in Section 4001(c)(3) of ERISA which
could not reasonably be expected to have a Material Adverse Effect) under Title
IV of ERISA other than a material liability to the PBGC for premiums under
Section 4007 of ERISA. Except as set forth in the Side Letter, as of the date
hereof no Borrower nor any Restricted Subsidiary has any contingent liabilities
with respect to any post-retirement benefits under a Welfare Plan, other than
liability for continuation coverage described in Article 6 of Title I of ERISA.


          Section
5.15.     Compliance with Laws.
Each Borrower and each Restricted Subsidiary is in compliance with the
requirements of all federal, governmental (whether national, supra-national or
otherwise), state, provincial and local laws, rules and regulations applicable
to or pertaining to their Properties or business operations (including, without
limitation, the Occupational Safety and Health Act of 1970, the Americans with
Disabilities Act of 1990, and laws and regulations


-26-





establishing quality criteria and standards for air, water, land and
toxic or hazardous wastes and substances), except for such non-compliance with
the same which could not reasonably be expected to have any Material Adverse
Effect. No Borrower nor any Restricted Subsidiary has received notice to the
effect that its operations are not in compliance with any of the requirements
of applicable federal, governmental (whether national, supra-national or
otherwise), state, provincial or local environmental, health and safety
statutes and regulations or are the subject of any governmental investigation evaluating
whether any remedial action is needed to respond to a release of any toxic or
hazardous waste or substance into the environment, which non-compliance or
remedial action could reasonably be expected to have a Material Adverse Effect.


          Section
5.16.     Other Agreements.
No Borrower nor any Restricted Subsidiary is in default under the terms of any
covenant, indenture or agreement of or affecting the Borrowers, any Restricted
Subsidiary or any of their Properties, which default if uncured could
reasonably be expected to have a Material Adverse Effect.


          Section
5.17.     No Default. No
Default or Event of Default has occurred and is continuing.


          Section
5.18.     Solvency. Each Borrower is
solvent, able to pay its debts as they become due, and has sufficient capital
to carry on its business and all businesses in which it is about to engage.


          Section
5.19.     OFAC. (a) Each
Borrower is in compliance with the requirements of all OFAC Sanctions Programs
applicable to it, (b) each Restricted Subsidiary is in compliance with the
requirements of all OFAC Sanctions Programs applicable to such Subsidiary, (c)
the Borrowers have provided to the Agent, the Issuers, and the Lenders all
information requested in writing by the Agent regarding the Borrowers, their
Affiliates and the Restricted Subsidiaries necessary for the Agent, the Issuer,
and the Lenders to comply with all applicable OFAC Sanctions Programs, and (d)
to the best of the Company’s knowledge, no the Borrower or any Affiliates or
Restricted Subsidiaries is, as of the date hereof, named on the current OFAC
SDN List.


SECTION
6.          CONDITIONS
PRECEDENT.


               The
obligation of each Lender to advance, continue or convert any Loan (other than
the continuation of, or conversion into, a Domestic Rate Loan) or of the Issuer
to issue, extend the expiration date (including by not giving notice of
non-renewal) of or increase the amount of any Letter of Credit under this
Agreement, shall be subject to the following conditions precedent:


          Section
6.1.     All Credit Utilizations. The obligation of the
Lenders to provide any Borrower with any Credit Utilization (including the
first such Credit Utilization) shall be subject to the conditions precedent
that as of the time of each such Credit Utilization:


	
  

 	
  

 
	
  

 	
                (a)     each
 of the representations and warranties set forth herein and in the other Loan
 Documents shall be and remain true and correct as of said time, except to the
 extent

 


-27-











	
  

 	
  

 
	
  

 	
 the same
 expressly relate to an earlier date (in which case such representation and/or
 warranty shall be true and correct as of such earlier date);

 
	
  

 	
  

 
	
  

 	
                (b)     the
 Borrowers and Guarantors shall be in compliance with all of the terms and
 conditions hereof and of the other Loan Documents, and no Default or Event of
 Default shall have occurred and be continuing or would occur as a result of
 such Credit Utilization;

 
	
  

 	
  

 
	
  

 	
                (c)     after
 giving effect to such Credit Utilization, (a) the aggregate principal amount
 of all Revolving Loans, Swing Loans and L/C Obligations shall not exceed the
 Commitments then in effect, (b) the aggregate principal amount of
 the Revolving Loans made to any Borrower and of L/C Obligations in respect of
 Letters of Credit issued for such Borrower’s account shall not exceed any
 applicable Sublimit, (c) the aggregate principal amount of Swing Loans
 outstanding to the Company shall not exceed the Swing Line Sublimit and (d)
 the aggregate outstanding amount of L/C Obligations shall not exceed the
 lesser of the Commitments or the L/C Sublimit;

 
	
  

 	
  

 
	
  

 	
                (d)     such
 Credit Utilization shall not violate any order, judgment or decree of any
 court or other authority or any provision of law or regulation applicable to
 the Agent or any Lender (including, without limitation, Regulation U of the
 Board of Governors of the Federal Reserve System) as then in effect (the
 Lenders acknowledging that as of the date hereof they know of none of such
 other than the restrictions of Regulation U);

 
	
  

 	
  

 
	
  

 	
                (e)     in
 the case of the issuance of any Letter of Credit, the Applicable Issuer shall
 have received a properly completed Application therefor and, in the case of
 an extension or increase in the amount of the Letter of Credit, the
 Applicable Issuer shall have received a written request therefor, in a form
 acceptable to the Applicable Issuer, with such Application or written
 request, in each case to be accompanied by the fees required by this
 Agreement;

 
	
  

 	
  

 
	
  

 	
                (f)     in
 any case in which a Loan is to be made available to a Borrower to enable the
 acquisition of shares in a company incorporated in England and Wales, the
 applicable Borrower shall have complied with the provisions of Chapter VI of
 the Companies Act 1985 (or any statutory re-enactment of that Act) and
 obtained all such approvals and other matters as are required by that chapter
 to the satisfaction of the Agent; and

 
	
  

 	
  

 
	
  

 	
                (g)     in
 any case in which a Loan is to be made available to a Canadian Borrower,
 neither the Agent nor any Lender shall have received any order or demand in
 respect of any one or more of the Canadian Borrowers under Section 224.1(1)
 of the Income
 Tax Act (Canada), Section 317 of the Excise Tax (Canada) or any
 similar federal or provincial statute.

 


Any request made by or on behalf of the Borrowers to the Agent or an
Issuer for a Credit Utilization hereunder shall be deemed to constitute a
representation and warranty that the foregoing statements are true and correct.


-28-





          Section
6.2.     Initial Credit Utilization. Except
as otherwise contemplated by Section 6.3 hereof, before or concurrently with
the initial Credit Utilization:


	
  

 	
  

 
	
  

 	
                (a)     the
 Agent shall have received for each Lender this Agreement duly executed by the
 Borrower and the Lenders;

 
	
  

 	
  

 
	
  

 	
                (b)     to
 the extent requested by a Lender, the Agent shall have received such Lender’s
 duly executed Notes of the Borrowers dated the date hereof and otherwise in
 compliance with the provisions hereof;

 
	
  

 	
  

 
	
  

 	
                (c)     the
 Agent shall have received the Collateral Documents duly executed by the
 Borrowers and the Guarantors, together with (i) original stock certificates
 or other similar instruments or securities representing substantially all of
 the issued and outstanding shares of capital stock or other equity interests
 in the Restricted Subsidiaries (other than the Company’s Subsidiary organized
 under the laws of the Commonwealth of Puerto Rico) as of the date hereof,
 (ii) stock powers for the Collateral consisting of the stock or other equity
 interest in each Restricted Subsidiary executed in blank and undated, (iii)
 UCC and PPSA financing statements to be filed against each Borrower and each
 Subsidiary that is party to a Collateral Document, as debtor, in favor of the
 Agent, as secured party, (iv) patent, trademark, and copyright collateral agreements,
 to the extent requested by the Agent, and (v) deposit account, securities
 account, and commodity account control agreements to the extent requested by
 the Agent, in each case to the extent required by Section 4.1 hereof;

 
	
  

 	
  

 
	
  

 	
                (d)     the
 Agent shall have received evidence of insurance required to be maintained
 under the Loan Documents, naming the Agent as mortgagee and lender’s loss
 payee;

 
	
  

 	
  

 
	
  

 	
                (e)     the
 Agent shall have received for each Lender copies of each Borrower’s and
 Guarantor’s articles of incorporation and bylaws (or comparable
 organizational documents) and any amendments thereto, certified in each
 instance by its Secretary or Clerk or Assistant Secretary or Assistant Clerk;

 
	
  

 	
  

 
	
  

 	
                (f)     the
 Agent shall have received for each Lender copies of resolutions of each
 Borrower’s and Guarantor’s Board of Directors (or similar governing body)
 authorizing the execution, delivery and performance of this Agreement and the
 other Loan Documents to which it is a party and the consummation of the
 transactions contemplated hereby and thereby, together with specimen
 signatures of the persons authorized to execute such documents on each
 Borrower’s and Guarantor’s behalf, all certified in each instance by its
 Secretary or Clerk or Assistant Secretary or Assistant Clerk;

 
	
  

 	
  

 
	
  

 	
                (g)     the
 Agent shall have received for each Lender copies of the certificates of good
 standing for each Borrower and Guarantor (dated no earlier than 30 days prior
 to the date hereof) from the office of the secretary of the state or other
 applicable governmental office in its incorporation or organization;

 


-29-









	
  

 	
  

 
	
  

 	
                (h)     the
 Agent shall have received for each Lender a list of each Borrower’s
 Authorized Representatives;

 
	
  

 	
  

 
	
  

 	
                (i)     the
 Agent shall have received for itself and for the Lenders the initial fees
 called for by Section 3.2 hereof;

 
	
  

 	
  

 
	
  

 	
                (j)     each
 Lender shall have received such evaluations and certifications as it may
 reasonably require (including a compliance certificate in the form attached
 hereto as Exhibit C containing calculations evidencing that (a) EBITDA for
 the 12-month period ended September 30, 2009 is at least $325 million and (b)
 the Leverage Ratio for the 12-month period ended September 30, 2009 is not
 greater than 0.25 to 1.0 in each case calculated as of the
 indebtedness incurred on the Closing Date was incurred on the first day of
 such 12-month period) in order to satisfy itself as to the
 value of the Collateral, the financial condition of the Borrowers and the
 Guarantors, and the lack of material contingent liabilities of the Borrowers
 and the Guarantors;

 
	
  

 	
  

 
	
  

 	
                (k)     the
 Agent shall have received financing statement, tax, and judgment lien search
 results against the Property of each Borrower and each Guarantor evidencing
 the absence of Liens on its Property except as permitted by Section 7.11
 hereof and searches (in form and substance satisfactory to the Agent)
 conducted at all relevant registries affecting the Borrowers, the Guarantors
 or their respective Property and all registrations reasonably required by the
 Agent in respect of the Liens created under the Collateral Documents shall
 have been completed;

 
	
  

 	
  

 
	
  

 	
                (l)     the
 Company shall have terminated the Existing Credit Agreement in accordance
 with the terms thereof;

 
	
  

 	
  

 
	
  

 	
                (m)   the
 Agent shall have received for each Lender the favorable written opinion of
 counsel to the Borrowers and each Guarantor, in form and substance
 satisfactory to the Agent, and legal opinions of foreign counsel and
 supporting documentation therefor with respect to, among other things, the
 liens on capital stock or other equity interests of Foreign Subsidiaries
 required by Section 4.1 hereof;

 
	
  

 	
  

 
	
  

 	
                (n)     the
 Agent shall have received for the account of the Lenders such other
 agreements, instruments, documents, certificates, and opinions as the Agent
 may reasonably request;

 
	
  

 	
  

 
	
  

 	
                (o)     the
 Agent shall have received three-year projected financial statements of the
 Company and its Restricted Subsidiaries;

 
	
  

 	
  

 
	
  

 	
                (p)     since
 September 30, 2009, no material adverse change in the business, condition
 (financial or otherwise), operations, performance, Properties or prospects of
 the Company and its Restricted Subsidiaries, taken on a consolidated basis,
 shall have occurred;

 


-30-









	
  

 	
  

 
	
  

 	
                (q)     all
 indebtedness, obligations and liabilities arising under or pursuant to the
 Term Loan Agreement shall have been fully satisfied; and

 
	
  

 	
  

 
	
  

 	
                (r)     the
 Agent shall have received the executed Side Letter

 



          Section
6.3.     Post Closing Matters.
Notwithstanding anything contained herein to the contrary, the Company shall
use its best efforts to satisfy the conditions precedent set forth in Sections
6.2(c), (d), (e), (f), (g), (k) and (m) with respect to the U.K. Subsidiaries
and the Canadian Subsidiaries not later than 60 days following the date hereof.
It being understood and agreed that unless and until the Agent determines in
its sole discretion foregoing conditions have been satisfied, neither the U.K.
Borrowers nor the Canadian Borrowers (or the Company on their behalf) shall be
permitted to request Borrowings or Letters of Credit hereunder.


SECTION
7.          COVENANTS.


               The
Borrowers agree that, so long as any credit is available to or in use by or any
amount is owing by the Borrowers hereunder, except to the extent compliance in
any case or cases is waived in writing by the Required Lenders:


          Section
7.1.     Maintenance of Business.
The Borrowers will, and will cause each Restricted Subsidiary to, preserve and
keep in force and effect its corporate existence and all leases, licenses and
permits necessary to the proper conduct of its and their respective businesses
except with respect to any Restricted Subsidiary to the extent that the failure
to do so could not reasonably be expected to result in a Material Adverse
Effect, provided that the foregoing shall not preclude the termination or
discontinuance of any of such in connection with a sale or other disposition of
substantially all of the assets of the Restricted Subsidiary in question or the
merger or dissolution of same in each instance to the extent permitted by
Section 7.14 hereof.


          Section
7.2.     Maintenance of Property.
The Borrowers will maintain, preserve and keep their material plant, Properties
and equipment used in the conduct of their respective businesses in good
repair, working order and condition (ordinary wear and tear excepted), will
from time to time make all needful and proper repairs, renewals, replacements,
additions and betterments thereto so that at all times the overall efficiency
thereof shall be preserved and maintained in all material respects, and will
cause each Restricted Subsidiary so to do in respect of its material plant,
Properties and equipment.


          Section
7.3.     Taxes and Assessments. The Borrowers
will duly pay and discharge, and will cause each Restricted Subsidiary to duly
pay and discharge, all taxes, rates, assessments, fees and governmental charges
upon or against the Borrowers or any Restricted Subsidiary or against their
respective Properties, in each case before the same become delinquent and
before penalties accrue thereon, unless and to the extent that the same are
being contested in good faith and by appropriate proceedings which prevent
enforcement of the matter under contest and adequate reserves are provided
therefor.


          Section
7.4.     Insurance.
The Borrowers will insure and keep insured, and will cause each Restricted
Subsidiary to insure and keep insured, with insurance companies reasonably


-31-





believed by them to be good and responsible, all insurable Property
owned by them which is of a character usually insured by Persons similarly
situated and operating like Properties against loss or damage from such hazards
and risks, and in such amounts, as are insured by Persons similarly situated
and operating like Properties, and the Borrowers will insure, and cause each
Restricted Subsidiary to insure, such other hazards and risks (including
employers’ and public liability risks) with insurance companies reasonably
believed by them to be good and responsible as and to the extent usually
insured by Persons similarly situated and conducting similar businesses, it
being agreed that the foregoing shall not preclude the Borrowers and the
Restricted Subsidiaries from directly or indirectly self insuring risks as and
to the extent prudent and customary for companies similarly situated. The
Borrowers shall in any event maintain insurance on the Collateral to the extent
required by the Collateral Documents. The Borrowers will upon request of the
Agent furnish a certificate setting forth in summary form the nature and extent
of the insurance maintained pursuant to this Section 7.4.


          Section
7.5.     Financial Reports and Rights of Inspection. The Borrowers
shall, and shall cause each Restricted Subsidiary to, maintain a system of
accounting in accordance with GAAP and shall furnish to the Agent, each Lender
and each of their duly authorized representatives such information respecting
the business and financial condition of the Borrowers and their Restricted
Subsidiaries as the Agent or such Lender may reasonably request; and without
any request, shall furnish to the Lenders:


	
  

 	
  

 
	
  

 	
                (a)     as
 soon as available, and in any event within forty-five (45) days after the
 close of each quarterly accounting period of the Company a copy of the
 condensed consolidated and consolidating balance sheet of the Company and its
 subsidiaries as of the last day of such period and the condensed consolidated
 (and consolidating in the case of the statement of operations only)
 statements of operations for such period and for the fiscal year to date and
 statements of cash flows and shareholder’s equity of the Company and its
 subsidiaries for the fiscal year to date, each in reasonable detail and
 showing in comparative form the figures for the corresponding date and period
 in the previous fiscal year, in the case of the condensed consolidated
 financial statements only, prepared by the Company in accordance with GAAP
 (subject to year end audit adjustments which are not expected to be material
 and to the absence of footnotes); provided, however, that (i) consolidated
 financial statements need not be submitted for the last quarterly accounting
 period in each fiscal year and (ii) the consolidating balance sheet and
 consolidating statement of operations called for by this Section 7.5(b) for
 the last quarterly accounting period in each fiscal year may be submitted
 concurrently with the submittal of the audited financial statements for such
 fiscal year called for by Section 7.5(c) hereof;

 
	
  

 	
  

 
	
  

 	
                (b)     as
 soon as available, and in any event within ninety (90) days after the close
 of each annual accounting period of the Company, a copy of the consolidated
 balance sheet of the Company and its subsidiaries as of the last day of the
 period then ended and the consolidated statements of operations, cash flows
 and shareholder’s equity of the Company and its subsidiaries for the period
 then ended, and accompanying notes thereto, each in reasonable detail showing
 in comparative form the figures for the previous fiscal year, accompanied by
 an unqualified opinion, in accordance with 

 


-32-









	
  

 	
  

 
	
  

 	
 generally
 accepted auditing standards, of Ernst & Young LLP or another independent
 registered public accounting firm of national standing, selected by the
 Company and reasonably satisfactory to the Required Lenders;

 
	
  

 	
  

 
	
  

 	
                (c)     within
 the period provided in subsection (b) above, the written statement of the
 accountants who certified the audit report thereby required that in the
 course of their audit they have obtained no knowledge of any Default or Event
 of Default, or, if such accountants have obtained knowledge of any such
 Default or Event of Default, they shall disclose in such statement the nature
 and period of existence thereof;

 
	
  

 	
  

 
	
  

 	
                (d)     as
 soon as available, and in any event within forty-five (45) days after the
 close of each quarterly accounting period of the Company, an accounts
 receivable and accounts payable aging, together with a backlog or
 work-in-progress report and claims report (detailing individual claims for
 which the amount recorded on books of the Company is in excess of
 $7,500,000), each in reasonable detail prepared by the Company;

 
	
  

 	
  

 
	
  

 	
                (e)     promptly
 after receipt of final copies thereof, any additional written reports, or
 other detailed information contained in writing concerning significant
 aspects of any Borrower’s or any Restricted Subsidiary’s operations and
 financial affairs given to it by its independent public accountants;

 
	
  

 	
  

 
	
  

 	
                (f)     as
 soon as available, and in any event within ninety (90) days following the end
 of each fiscal year of the Company, a copy of the Company’s consolidated and
 consolidating operating budget for the following fiscal year, such operating
 budget to show the Company’s projected consolidated and consolidating
 revenues, expenses and net income and to be in reasonable detail prepared by
 the Company and in form reasonably satisfactory to the Agent; and

 
	
  

 	
  

 
	
  

 	
                (g)     promptly
 after knowledge thereof shall have come to the attention of the chief
 executive or chief financial officer of any Borrower, written notice of (i)
 any pending litigation or governmental proceeding or labor controversy
 against any Borrower or Restricted Subsidiary which could reasonably be
 expected to have a Material Adverse Effect or (ii) any threatened litigation,
 governmental proceeding or labor controversy against any Borrower or
 Restricted Subsidiary which the Company or such Borrower or Restricted
 Subsidiary in good faith believes could reasonably be expected to have a
 Material Adverse Effect or (iii) the occurrence of any Default or Event of
 Default hereunder.

 


Each of the financial statements furnished to the Lenders pursuant to
subsections (a) and (b) of this Section 7.5 shall be accompanied by a written
certificate in the form attached hereto as Exhibit C signed by an Authorized
Representative of the Company to the effect that to the best of such officer’s
knowledge and belief no Default or Event of Default has occurred during the
period covered by such statements or, if any such Default or Event of Default
has occurred during such period, setting forth a description of such Default or
Event of Default and specifying the action, if any, taken by the Company to
remedy the same. Such certificate submitted as of


-33-





the last day of a calendar quarter shall also set forth the
calculations supporting such statements in respect of Sections 7.6, 7.7, 7.8
and 7.13 of this Agreement as well as the calculation of the Applicable
Margins.


           The Borrowers will, and will cause each Restricted Subsidiary to,
permit the Agent, the Lenders and their duly authorized representatives to
visit and inspect any of the Properties of the Borrowers and Restricted
Subsidiaries, to examine all of their books of account, records, reports and
other papers, to make copies and extracts therefrom, and to discuss their
respective affairs, finances and accounts with their respective officers,
employees and independent public accountants (and by this provision the
Borrowers authorize such accountants to discuss with the Lenders (and such
Persons as any Lender may designate, subject to reasonable arrangements for
confidentiality) the finances and affairs of the Borrowers and the Restricted
Subsidiaries) all upon reasonable notice at such reasonable times and as often
as may be reasonably requested.


          Section
7.6.     Minimum Net Worth.
The Company will at all times maintain Net Worth of not less than the Minimum
Required Amount. For purposes of this Section 7.6, the term “Minimum
Required Amount” shall mean, as of any time, the sum of (i)
$800,000,000 plus (ii) 50% of Net Income for each fiscal quarter of the Company
(if Net Income for such fiscal quarter is positive) ending on or after March
31, 2010.


          Section
7.7.     Leverage Ratio.
The Company will as of the last day of each calendar quarter maintain the
Leverage Ratio of not more than 2.75 to 1.


          Section
7.8.     Interest Coverage Ratio.
The Company will as of the last day of each calendar quarter maintain the
Interest Coverage Ratio of not less than 3.50 to 1.


          Section
7.9.     Compliance with OFAC Sanctions Programs;
Canadian Anti-Money Laundering Legislation.


           (i)     OFAC
 Sanction Programs. (a) The Borrowers shall at all times comply
 with the requirements of all OFAC Sanctions Programs applicable to the
 Borrowers and shall cause each of the Restricted Subsidiaries to comply with
 the requirements of all OFAC Sanctions Programs applicable to such Restricted
 Subsidiary.


            (b)     The
 Borrowers shall provide the Agent, the Issuer, and the Lenders any
 information requested in writing by the Agent regarding the Borrowers, their
 Affiliates, and the Restricted Subsidiaries necessary for the Agent, the
 Issuer, and the Lenders to comply with all applicable OFAC Sanctions
 Programs; subject however, in the case of Affiliates, to such Borrower’s
 ability to provide information applicable to them.


           (c)     If
 any Borrower obtains actual knowledge or receives any written notice that
 such Borrower, any Affiliate or any Restricted Subsidiary is named on the
 then current OFAC SDN List (such occurrence, an “OFAC Event”), such
 Borrower shall promptly (i) give written notice to the Agent, the Issuer, and
 the Lenders of such OFAC Event, and (ii) comply with all applicable laws with
 respect to such OFAC Event (regardless of whether the party included on the
 OFAC SDN List is located within the jurisdiction of the United States of
 America), including


-34-






the OFAC Sanctions Programs, and the Borrowers hereby authorize and
consent to the Agent, the Issuer, and the Lenders taking any and all steps the
Agent, the Issuer, or the Lenders deem necessary, in their sole but reasonable
discretion, to avoid violation of all applicable laws with respect to any such
OFAC Event, including the requirements of the OFAC Sanctions Programs
(including the freezing and/or blocking of assets and reporting such action to
OFAC).


          (ii)     Canadian
Anti-Money Laundering Legislation. (a) The Borrowers
acknowledge that, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist
Financing Act (Canada) and other applicable anti-money laundering,
anti-terrorist financing, government sanction and “know your client” laws,
whether within Canada or elsewhere (collectively, including any guidelines or
orders thereunder, “AML Legislation”), the Agent and the
Lenders may be required to obtain, verify and record information regarding the
Borrowers, their Affiliates and the Restricted Subsidiaries and their
respective directors, authorized signing officers, direct or indirect
shareholders, partners or other persons in control of the Borrowers, their
Affiliates and the Restricted Subsidiaries and the transactions contemplated
hereby. The Borrowers shall, and shall cause their Affiliates and Restricted
Subsidiaries to promptly provide all such information, including any supporting
documentation and other evidence, as may be requested by the Agent or any
Lender, or any prospective assignee or participant of a Lender or the Agent, in
order to comply with any applicable AML Legislation, whether now or hereafter
in existence.


          (b)     If
the Agent has ascertained the identity of any Borrower, Affiliate of a Borrower
or a Restricted Subsidiary, or any authorized signatories of any Borrower,
Affiliate of a Borrower or a Restricted Subsidiary, for the purposes of
applicable AML Legislation, then the Agent shall:


	
  

 	
  

 
	
  

 	
           (1)     be
 deemed to have done so as an agent for each Lender, and this Agreement shall
 constitute a “written agreement” in such regard between each Lender and the
 Agent within the meaning of applicable AML Legislation; and

 
	
  

 	
  

 
	
  

 	
           (2)     provide
 each Lender with copies of all information obtained in such regard without
 any representation or warranty as to its accuracy or completeness.

 


Notwithstanding the preceding sentence and except as may otherwise be
agreed in writing, each of the Lenders agrees that the Agent has no obligation
to ascertain the identity of any Borrower, Affiliate of a Borrower or a
Restricted Subsidiary, or any authorized signatories of any Borrower, Affiliate
of a Borrower or a Restricted Subsidiary, on behalf of any Lender or to confirm
the completeness or accuracy of any information that the Agent obtains from any
Borrower, Affiliate of a Borrower or a Restricted Subsidiary, or any such
authorized signatory, in doing so.


        Section 7.10.     Indebtedness
for Borrowed Money. The
Borrowers shall not, nor shall they permit any of the Restricted Subsidiaries
to, issue, incur, assume, create or have outstanding any Indebtedness for
Borrowed Money; provided, however, that the foregoing shall not restrict nor
operate to prevent:


	
  

 	
  

 
	
  

 	
           (a)     the
 Obligations and Hedging Liability;

 


-35-









	
  

 	
  

 
	
  

 	
           (b)     Intentionally
 Omitted;

 
	
  

 	
  

 
	
  

 	
           (c)     the
 obligations listed and described on Schedule 7.10 attached hereto and
 guarantees specifically permitted by Section 7.12 hereof;

 
	
  

 	
  

 
	
  

 	
           (d)     Intentionally
 Omitted;

 
	
  

 	
  

 
	
  

 	
           (e)    Indebtedness
 of the Company to Restricted Subsidiaries, of Restricted Subsidiaries to the
 Company and of Restricted Subsidiaries to Restricted Subsidiaries provided
 that (i) the aggregate amount of such indebtedness of EMCOR
 U.K. Limited and its Restricted Subsidiaries shall be limited to
 $50,000,000 at any one time outstanding, (ii) the aggregate amount of
 such indebtedness of the Canadian Subsidiaries and its Restricted Subsidiaries
 shall be limited to $50,000,000 at any one time outstanding and
 (iii) the aggregate amount of such indebtedness of Restricted
 Subsidiaries which Indebtedness for Borrowed Money is permitted solely by
 Section 7.10(k) hereof shall not exceed $20,000,000 at any one time
 outstanding;

 
	
  

 	
  

 
	
  

 	
           (f)     obligations
 consisting of deferred payment obligations of the Company and any of the
 Restricted Subsidiaries for insurance premiums or incurred by Company or any
 of its Restricted Subsidiaries in respect of funds borrowed for the payment
 of such premiums in either case in the ordinary course of business and
 consistent with past practices;

 
	
  

 	
  

 
	
  

 	
           (g)     guarantees
 of Indebtedness for Borrowed Money of, or Performance Guarantees given by,
 Foreign Subsidiaries and Nesma EMCOR Company Ltd. and guarantees of or
 incurrence of liability for letters of credit supporting Indebtedness for
 Borrowed Money of Persons in which the Company and the Restricted
 Subsidiaries are permitted to invest pursuant to subsections (n) and (o) of
 Section 7.12; provided that the aggregate amount of
 Indebtedness for Borrowed Money and of Performance Guarantees so permitted to
 be incurred, guaranteed or supported pursuant to the provisions of this
 subsection (g) shall not exceed $50,000,000 at any one time outstanding
 less the amount invested pursuant to Section 7.12(q) hereof;

 
	
  

 	
  

 
	
  

 	
           (h)     Indebtedness
 for Borrowed Money of the Company and its Restricted Subsidiaries not
 otherwise permitted by this Section in an amount not to exceed $100,000,000
 in the aggregate at any one time outstanding;

 
	
  

 	
  

 
	
  

 	
           (i)      liabilities
 in respect of letters of credit not otherwise permitted by this
 Section 7.10 if payment of such letters of credit is fully supported by
 a Letter of Credit;

 
	
  

 	
  

 
	
  

 	
           (j)     indebtedness
 under Interest Rate Protection and Other Hedging Agreements entered into to
 hedge a risk of the Company and/or its Restricted Subsidiaries and not for
 speculation;

 
	
  

 	
  

 
	
  

 	
           (k)     indebtedness
 of any Person existing at the time such Person becomes a Restricted
 Subsidiary or assumed in connection with the acquisition of assets of such 

 


-36-









	
  

 	
  

 
	
  

 	
 Person and not incurred in contemplation of such Person being
 acquired or becoming a Restricted Subsidiary or such assets being acquired
 provided the aggregate amount of such indebtedness permitted pursuant to this
 Section 7.10(k) shall not exceed $20,000,000 at any one time
 outstanding;

 
	
  

 	
  

 
	
  

 	
           (l)     any
 renewals, extensions or replacements of Indebtedness for Borrowed Money
 permitted under this Section 7.10 in an aggregate amount not in excess
 of the Indebtedness for Borrowed Money being renewed, extended or replaced;

 
	
  

 	
  

 
	
  

 	
           (m)    obligations
 arising out of agreements with respect to the issuance of credit cards or
 debit cards to employees of the Company or any Restricted Subsidiary for use
 in connection with the business and affairs of such entities; 

 
	
  

 	
  

 
	
  

 	
           (n)     obligations
 arising out of agreements with respect to the execution or processing of
 electronic transfer of funds by automatic clearing house transfer, wire
 transfer, or otherwise to or from any deposit account of the Company or any
 Restricted Subsidiary, the acceptance for deposit or the honoring for payment
 of any check, draft, or other item with respect to any such deposit accounts,
 and other deposit disbursement, and cash management services afforded to the
 Company and/or any Restricted Subsidiary; and

 
	
  

 	
  

 
	
  

 	
           (o)     indebtedness
 resulting from a change in GAAP, if any, that requires real estate and
 equipment leases of the Company and its Restricted Subsidiaries to be
 reclassified from operating leases to Capital Leases. 

 


        Section 7.11.
Liens. The Borrowers shall not, nor shall they permit
the Restricted Subsidiaries to, create, incur or permit to exist any Lien of
any kind on any Property owned by the Borrowers or any Restricted Subsidiary; provided,
however, that the foregoing shall not apply to nor operate to
prevent:


	
  

 	
  

 
	
  

 	
           (a)     Liens
 arising by statute in connection with worker’s compensation, unemployment
 insurance, old age benefits, social security obligations, taxes, assessments,
 statutory obligations or other similar charges, good faith cash deposits in
 connection with the foregoing or in connection with tenders, contracts or
 leases to which the Borrowers or any of their Restricted Subsidiaries are a
 party or other cash deposits required to be made in the ordinary course of
 business, provided in each case that the obligation is not for borrowed money
 and that the obligation secured is not overdue or, if overdue, is being
 contested in good faith by appropriate proceedings which prevent enforcement
 of the matter under contest and adequate reserves have been established
 therefor;

 
	
  

 	
  

 
	
  

 	
           (b)     mechanics’,
 workmen’s, materialmen’s, landlords’, carriers’, or other similar Liens
 arising in the ordinary course of business with respect to obligations which
 are not due or which are being contested in good faith by appropriate
 proceedings which prevent enforcement of the matter under contest;

 


-37-









	
  

 	
  

 
	
  

 	
           (c)     the
 pledge of assets for the purpose of securing an appeal, stay or discharge in
 the course of any legal proceeding, provided that the aggregate amount of
 liabilities of the Borrowers and their Restricted Subsidiaries secured by a
 pledge of assets permitted under this subsection, including interest and
 penalties thereon, if any, shall not be in excess of $30,000,000 at any one
 time outstanding;

 
	
  

 	
  

 
	
  

 	
           (d)     the
 Liens granted in favor of the Collateral Agent for the benefit of the Lenders
 pursuant to the Collateral Documents;

 
	
  

 	
  

 
	
  

 	
           (e)     Liens
 on Property of the Borrowers or of any Restricted Subsidiaries created solely
 for the purpose of securing indebtedness permitted by Section 7.10(h)
 hereof representing or incurred to finance, refinance or refund the purchase
 price of such Property or representing the interest of the lessor under a
 Capital Lease, provided that no such Lien shall extend to or cover other Property
 of the Borrowers or any Restricted Subsidiary other than the respective
 Property so acquired, and the principal amount of indebtedness secured by any
 such Lien shall at no time exceed the original purchase price of such
 Property;

 
	
  

 	
  

 
	
  

 	
           (f)     Intentionally
 Omitted;

 
	
  

 	
  

 
	
  

 	
           (g)     Liens
 in favor of bonding companies and their affiliates to the extent described in
 clause (i) of the second proviso of Section 4.1 hereof;

 
	
  

 	
  

 
	
  

 	
           (h)     rights
 of subrogation and similar rights of issuers of surety bonds and unperfected
 lien rights of such issuers to assets associated with projects which they
 have bonded;

 
	
  

 	
  

 
	
  

 	
           (i)     restrictions
 on the disbursement or withdrawal of funds deposited by Restricted
 Subsidiaries in bank accounts maintained by them in the ordinary course of
 business consistent with past practice which are maintained in connection
 with specific construction projects or contracts from which payments and
 disbursements with respect to such contracts or projects are to be made;

 
	
  

 	
  

 
	
  

 	
           (j)     Liens
 on insurance policies arising in connection with the deferred payment of
 premiums or the financing thereof in the ordinary course of business;

 
	
  

 	
  

 
	
  

 	
           (k)     Liens
 consisting of cash collateral deposits made in connection with the insurance
 programs of the Company and its Restricted Subsidiaries and rights of a
 depository bank to offset balances in any account maintained with it by a
 Subsidiary incorporated under the laws of United Kingdom against debit balances
 in any other account maintained with it by such Subsidiary or any other
 U.K. Subsidiary (it being acknowledged by the Lenders that such rights
 of offset shall be superior to any rights they may have in and to such
 accounts or the balances as are from time to time standing on deposit
 therein);

 


-38-









	
  

 	
  

 
	
  

 	
           (l)     Liens
 existing on any property of a corporation at the time such corporation
 becomes a Restricted Subsidiary which Liens were not created, incurred or
 assumed in contemplation thereof, provided that no such Liens shall extend to
 or cover any other property of the Company or any Restricted Subsidiary;

 
	
  

 	
  

 
	
  

 	
           (m)    the
 Liens listed and described on Schedule 7.11 attached hereto;

 
	
  

 	
  

 
	
  

 	
           (n)     any
 extension, renewal or replacement (or successive extensions, renewals or
 replacements) of Liens permitted by this Section 7.11 without any
 increase in the amount of indebtedness secured thereby or in the assets
 subject to such Liens;

 
	
  

 	
  

 
	
  

 	
           (o)     liens
 on deposits provided in connection with long-term maintenance contracts of
 facilities of the Borrowers and the Restricted Subsidiaries located in the
 United Kingdom relating to United Kingdom private finance initiatives; and 

 
	
  

 	
  

 
	
  

 	
           (p)     liens
 on Property of Restricted Subsidiaries securing miscellaneous obligations up
 to, but not to exceed, $1,000,000.

 
	
  

 	
  

 
	
         Section 7.12.     Investments,
 Acquisitions, Loans, Advances and Guarantees. The
 Borrowers shall not, nor shall they permit any of the Restricted Subsidiaries
 to, directly or indirectly, make, retain or have outstanding any investments
 (whether through purchase of stock or obligations or otherwise) in, or loans
 or advances (other than for relocation and travel advances and other loans
 made to employees in the ordinary course of business) to, any other Person,
 or acquire all or any substantial part of the assets or business of any other
 Person or division thereof, or be or become liable as endorser, guarantor,
 surety or otherwise for any debt, obligation or undertaking of any other
 Person (other than of the Company or any Restricted Subsidiary), or otherwise
 agree to provide funds for payment of the obligations of another (other than
 of the Company or any Restricted Subsidiary), or supply funds thereto or
 invest therein or otherwise assure a creditor of another against loss, or
 apply for or become liable to the issuer of a letter of credit which supports
 an obligation of another (other than of the Company or any Restricted
 Subsidiary), or subordinate any claim or demand it may have to the claim or
 demand of any other Person (other than of the Company or any Restricted
 Subsidiary); provided, however, that the foregoing shall not apply to
 nor operate to prevent:

 
	
  

 	
  

 
	
  

 	
           (a)     investments
 in direct obligations of the United States of America or of any agency or
 instrumentality thereof whose obligations constitute full faith and credit
 obligations of the United States of America, provided that any such
 obligations shall mature within one year of the date of issuance thereof;

 
	
  

 	
  

 
	
  

 	
           (b)     investments
 in commercial paper maturing within 270 days of the date of issuance thereof
 which has been accorded one of the two highest ratings available from the
 Standard & Poor’s Ratings Group of McGraw Hill Companies, Moody’s
 Investors Service, Inc. or any other nationally recognized credit rating
 agency of similar standing providing similar ratings;

 


-39-









	
  

 	
  

 
	
  

 	
           (c)     investments
 in money market funds which in turn invest primarily in investments of the
 types described in clauses (a), (b) and (d) of this Section 7.12;

 
	
  

 	
  

 
	
  

 	
           (d)     investments
 in certificates of deposit issued by any commercial bank organized under the
 laws of Canada or the United States or (as to investments of EMCOR U.K. Limited
 and its Subsidiaries) the United Kingdom in each case having capital, surplus
 and undivided profits of not less than $500,000,000 or by any Lender in each
 case maturing within one year from the date of issuance thereof or in
 Eurodollar time deposits maturing not more than one year from the date of
 acquisition thereof placed with any Lender or other such commercial bank (to
 the extent investments in certificates of deposit issued by such other bank
 are permitted by this subsection) or in banker’s acceptances endorsed by any
 Lender or other such commercial bank (to the extent investments in
 certificates of deposit issued by such other bank are permitted by this
 subsection) and maturing within nine months of the date of acceptance;

 
	
  

 	
  

 
	
  

 	
           (e)     endorsement
 of items for deposit or collection of commercial paper received in the
 ordinary course of business;

 
	
  

 	
  

 
	
  

 	
           (f)     the
 investments, loans, advances and guarantees listed and described on
 Schedule 7.12 attached hereto;

 
	
  

 	
  

 
	
  

 	
           (g)     the
 Guarantees and guarantees referred to in and permitted by Section 7.10
 hereof;

 
	
  

 	
  

 
	
  

 	
           (h)     (i) an
 amount equal to all investments of the Company and Restricted Subsidiaries as
 of the date hereof in, and present loans and advances by the Company and
 Restricted Subsidiaries to, Unrestricted Subsidiaries and (ii) future
 investments in, and loans and advances, (including subordinated loans) to,
 Unrestricted Subsidiaries for asset preservation and to preserve existing
 operations aggregating not more than $1,500,000 at any one time outstanding;

 
	
  

 	
  

 
	
  

 	
           (i)     Loans
 and advances (including subordinated loans and advances) between the Company
 and its Restricted Subsidiaries if and to the extent that the corresponding
 indebtedness is permitted by Section 7.10 hereof; provided, however, that
 the aggregate principal amount of loans and advances by the Company and its
 Restricted Subsidiaries to Restricted Subsidiaries which are not Guarantors
 shall not exceed $25,000,000 in the aggregate at any one time outstanding;

 
	
  

 	
  

 
	
  

 	
           (j)     Permitted
 Acquisitions and investments in Strategic Ventures organized within and
 conducting more than fifty percent of their business in the United States of
 America (“Domestic
 Strategic Ventures”), so long as:

 






	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i)     no
 Default or Event of Default exists or would exist after giving effect to the
 Permitted Acquisition or investment in question,

 


-40-









	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)     the
 total amount expended by the Company and its Restricted Subsidiaries for any
 such Permitted Acquisition or investment does not exceed $250,000,000 unless
 the Required Lenders otherwise agree in writing,

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii)     the
 aggregate amount of all investments by the Company and its Restricted Subsidiaries
 in Domestic Strategic Ventures which do not constitute Restricted
 Subsidiaries that are also Guarantors shall not exceed $100,000,000 made
 during the term of this Agreement unless the Required Lenders otherwise agree
 in writing, and

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iv)     the
 total amount expended by the Company and its Restricted Subsidiaries on
 account of all such Permitted Acquisitions and investments shall not exceed
 $600,000,000 during the term of this Agreement unless the Required Lenders
 otherwise agree in writing (provided, that this limitation shall not apply to
 any single acquisition unrelated to any other acquisition or series of
 acquisitions, the total amount for which does not exceed $50,000,000); provided that
 (i) the portion of the consideration for any acquisition which is
 payable in capital stock of the Company shall be excluded from the foregoing
 calculations, (ii) indebtedness of the Persons acquired which
 indebtedness exists at the time of acquisition shall not be treated as an
 amount expended by the Company or a Restricted Subsidiary in connection with
 the acquisition unless such indebtedness was incurred in contemplation of the
 acquisition, and (iii) payments made by the Company or a Restricted
 Subsidiary on account of an acquisition paid subsequent to the consummation
 of the acquisition in question and where the payment in question is
 contingent upon the earnings, profits, net cash flow or other measure of
 profitability or success of the Person acquired shall be treated as amounts
 expended by the Company or a Restricted Subsidiary on account of such
 acquisition only when paid or when the amount to be paid has become fixed and
 determined, whichever first occurs, and such amounts shall count against the
 limitations on the amount which the Company and its Restricted Subsidiaries
 may subsequently expend on account of acquisitions and investments in
 Domestic Strategic Ventures for purposes of this Section 7.12(j) but
 shall not otherwise be deemed to constitute a breach of this
 Section 7.12(j) in the event that such amounts, together with amounts
 theretofore expended on account of acquisitions and investments, would exceed
 the dollar limits set forth herein; provided further that nothing in this
 Section 7.12(j) shall supersede the restrictions of 7.12(i) or 7.12(p)
 hereof with respect to loans and advances to and investments in Restricted
 Subsidiaries which are not Guarantors;

 
	
  

 	
  

 	
  

 
	
  

 	
           (k)     acquisitions
 of assets (including stock, notes and other evidences of indebtedness) and
 subordinations of claims as a part of good faith collection efforts on
 doubtful accounts;

 
	
  

 	
  

 	
  

 
	
  

 	
           (l)     Performance
 Guarantees;

 


-41-









	
  

 	
  

 
	
  

 	
           (m)     notes
 and other deferred payment obligations (other than general partnership and
 similar interests) acquired by the Company or any Restricted Subsidiary in
 connection with the sale or other disposition of assets permitted hereby;

 
	
  

 	
  

 
	
  

 	
           (n)     investments
 of the Company or any Restricted Subsidiary made in the ordinary course of
 business in connection with joint ventures, Persons or other similar pooling
 of efforts in respect to a specific project or series of related specific
 projects for a limited or fixed duration and formed to conduct business of
 the type in which the Company or such Restricted Subsidiary is presently
 engaged and guarantees of obligations of, and incurrence of liabilities in
 respect of letters of credit for, such joint ventures or Persons;

 
	
  

 	
  

 
	
  

 	
           (o)     investments
 or acquisitions of interests in Strategic Ventures organized outside of the
 United States of America and conducting more than 50% of their business
 outside of the United States (“Foreign Strategic Ventures”), provided
 that the aggregate amount so invested or expended subsequent to the date
 hereof in connection with any given Foreign Strategic Venture shall not
 exceed $20,000,000 unless the Required Lenders otherwise agree in writing;

 
	
  

 	
  

 
	
  

 	
           (p)     the
 present investment of the Company and Restricted Subsidiaries in Restricted
 Subsidiaries, the present and future investment of Restricted Subsidiaries in
 the Company and future investments by the Company and Restricted Subsidiaries
 in Restricted Subsidiaries or in a Restricted Subsidiary formed as a captive
 insurer or surety company; provided, however, that the aggregate
 amount of investments by the Company and its Restricted Subsidiaries in
 Restricted Subsidiaries which are not Guarantors shall not exceed $25,000,000
 at any one time outstanding;

 
	
  

 	
  

 
	
  

 	
           (q)     investments
 in Foreign Subsidiaries, provided that the aggregate amount so
 invested or expended subsequent to the date hereof shall not exceed
 $50,000,000 at any one time outstanding less the amount of Indebtedness for
 Borrowed Money guaranteed pursuant to Section 7.10(g) hereof;

 
	
  

 	
  

 
	
  

 	
           (r)     guarantees
 by any Person outstanding at the time such Person becomes a Restricted
 Subsidiary or in connection with the acquisition of assets of such Person and
 outstanding at the time such Person becomes a Restricted Subsidiary and not
 in either case incurred in contemplation of such Person being acquired or
 becoming a Restricted Subsidiary or such assets being acquired; provided
 that the aggregate amount of indebtedness guaranteed by such Person pursuant
 to guarantees permitted solely by this Section 7.12(r) when aggregated
 with the amount of indebtedness permitted solely by Section 7.10(k)
 hereof shall not exceed $20,000,000 at any one time outstanding;

 
	
  

 	
  

 
	
  

 	
           (s)     contingent
 obligations arising from the issuance of Performance Guarantees, assurances,
 indemnities, bonds, letters of credit, or similar agreements in the ordinary
 course of business in respect of the contracts (other than contracts for
 Indebtedness for Borrowed Money) of Nesma EMCOR Company Ltd. for the benefit
 of 

 


-42-









	
  

 	
  

 
	
  

 	
 surety companies or for the benefit of others to induce such others
 to forgo the issuance of a surety bond in their favor;

 
	
  

 	
  

 
	
  

 	
           (t)     Intentionally
 Omitted;

 
	
  

 	
  

 
	
  

 	
           (u)     Guarantees
 by the Company and/or its Restricted Subsidiaries of the Indebtedness for
 Borrowed Money permitted by Section 7.10(m) hereof in an aggregate
 principal amount not in excess of $75,000,000 at any one time outstanding;

 
	
  

 	
  

 
	
  

 	
           (v)     loans
 and advances made by the Company or any Restricted Subsidiary to vendors,
 suppliers and contractors in the ordinary course of its business in an
 aggregate amount not in excess of $5,000,000 at any one time outstanding;

 
	
  

 	
  

 
	
  

 	
           (w)     lease,
 utility and other similar deposits arising in the ordinary course of the
 Company’s or any Restricted Subsidiary’s business; and

 
	
  

 	
  

 
	
  

 	
           (x)     investments
 not otherwise permitted by this Section 7.12 in an aggregate amount not
 in excess of $25,000,000 at any one time outstanding.

 


In determining the amount of investments, acquisitions, loans, advances
and guarantees permitted under this Section 7.12, investments and
acquisitions shall always be taken at the original cost thereof (regardless of
any subsequent appreciation or depreciation therein), loans and advances shall
be taken at the principal amount thereof then remaining unpaid, and guarantees
shall be taken at the amount of obligations guaranteed thereby.


        Section 7.13.     Capital
and Certain other Restricted Expenditures. The
Borrowers will not, nor will they permit any Restricted Subsidiary to, make, or
(without duplication) become obligated to make, any Capital Expenditure (other
than Capital Expenditures which constitute Permitted Acquisitions and
investments permitted by Section 7.12(j), (n) or (o) hereof) or apply for
a letter of credit (whether hereunder or otherwise) supporting an obligation of
any Strategic Venture described in Section 7.12(o) or guarantee any
Indebtedness for Borrowed Money of any such Strategic Venture, if after giving
effect thereto the aggregate amount expended (other than in the form of capital
stock of the Company) for such purposes during the twelve-month period ending
on the date of the expenditure in question when taken together with the face
amount of such letters of credit issued during such period and such
indebtedness so guaranteed incurred during such period, would exceed the sum of
(i) 2.00% of the arithmetic average of the unrealized revenue from
contracts in progress of the Company and its Restricted Subsidiaries (computed
in accord with the past practice of the Company) as of the last day of each of
the four calendar quarters most recently completed prior to the computation in
question, (ii) the net cash proceeds received by the Company and the
Restricted Subsidiaries during the same period from sales of assets (including
stock of Restricted Subsidiaries permitted by Sections 7.14 and/or 7.15 hereof
but excluding sales of inventory in the ordinary course of business) and
(iii) the maximum amount of dividends which the Company could pay under
Section 7.16 as of the date of the expenditure or application in question.


-43-





          Section 7.14.     Mergers,
Consolidations and Sales. The Company shall not, nor
shall it permit any of its Restricted Subsidiaries to, be a party to any
merger, consolidation or dissolution, or sell, transfer, lease or otherwise
dispose of all or any substantial part of the Property of the Company and the
Restricted Subsidiaries, taken as a whole, including any disposition of
Property as part of a sale and leaseback transaction (unless such transaction
would be permitted had it been structured as a purchase money mortgage or
Capital Lease and is treated as such for purposes of this Agreement), or in any
event sell or discount (with or without recourse) any of its notes or accounts
receivable (other than sales of accounts receivable by the Company and its
Restricted Subsidiaries to any Restricted Subsidiary, sale and leaseback
transactions between the Company or any of its Restricted Subsidiaries and any
Restricted Subsidiary and sales or discounts of doubtful accounts or notes
taken in satisfaction of same); provided, however, that this
Section 7.14 shall not apply to nor operate to prevent the Borrowers or
any of the Restricted Subsidiaries from selling their inventory in the ordinary
course of its business or from selling equipment which is obsolete, worn out,
or no longer needed for the operation of the business of the Company and the
Restricted Subsidiaries or which is promptly replaced with equipment of at
least equal utility nor shall the foregoing prohibit (i) mergers of
Restricted Subsidiaries with and into the Company and sales by Restricted
Subsidiaries of all or substantially all of their assets to the Company,
(ii) mergers of Restricted Subsidiaries with each other and sales of all
or substantially all of the assets of a Restricted Subsidiary to another
Restricted Subsidiary provided in each case that if either of the two
Restricted Subsidiaries in question is or becomes a Guarantor, the survivor of
the transaction in question remains or becomes a Guarantor and all such actions
are taken as the Agent requires to preserve its Liens on the Collateral,
(iii) the dissolution or liquidation of any Restricted Subsidiary whose
activities are no longer, in the opinion of the Chief Executive Officer or the
Board of Directors of the Company, necessary for the operation of the business
of the Company and its Restricted Subsidiaries taken as a whole, provided
always that no Default or Event of Default has occurred and is continuing or
will result therefrom and if the Restricted Subsidiary to be dissolved or
liquidated is a Guarantor, all of its assets remaining after the dissolution or
liquidation in question are transferred to another Guarantor and all such
actions, if any, are taken as the Agent may reasonably require in order to
insure that it has a Lien on the assets so transferred of the priority required
by Section 4.1 hereof. The term “substantial” as used herein shall mean
the sale, transfer, lease or other disposition of assets of the Company or the
Restricted Subsidiaries, whether in one or a series of transactions having a
value when aggregated with the value of assets of all other such sales,
transfers, leases or other dispositions during the period from and including
the date hereof to and including the date of such sale, transfer, lease or
other disposition, would exceed 10% of the book value of assets of the Company
and the Restricted Subsidiaries as of such date. The Agent shall release its
Lien on any Property sold pursuant to the foregoing provisions if no Default or
Event of Default has occurred and is continuing or would result therefrom.


          Section 7.15.     Maintenance
of Restricted Subsidiaries. The Borrowers shall not
assign, sell or transfer, or permit any Restricted Subsidiary to issue, assign,
sell or transfer, any shares of capital stock of a Restricted Subsidiary (other
than to the Company or another Restricted Subsidiary); provided that the foregoing
shall not operate to prevent (i) the issuance, sale and transfer to any
person of any shares of capital stock of a Restricted Subsidiary (a) for
the purpose of qualifying, and to the extent legally necessary to qualify, such
person as a director of such 


-44-





Subsidiary or (b) solely for the purpose of permitting such
Subsidiary to carry on a licensed business or (ii) the sale of all or a
minority interest in the capital stock of a Restricted Subsidiary if but only
if (a) no Default or Event of Default has occurred and is continuing or
will result from the sale of same, (b) the sale of such capital stock is
not a sale of a substantial part of the assets of the Company and the
Restricted Subsidiaries taken as a whole (as the term “substantial” is defined
in Section 7.14 hereof), (c) the Chief Executive Officer, the
President or the Board of Directors of the Company has determined that the
continued ownership of the Restricted Subsidiary (or the minority interest
therein to be disposed of) in question is no longer appropriate in light of the
then needs and strategic objectives of the Company and its Restricted
Subsidiaries taken as a whole and (d) in the case of the sale of all the
Capital Stock of a Restricted Subsidiary all indebtedness of such Restricted
Subsidiary to the Company or any other Restricted Subsidiary is paid in full,
and all guarantees or other support undertakings provided by the Company or
other Restricted Subsidiaries in respect of such disposed Restricted Subsidiary
are discharged, concurrently with the sale in question, provided that then
existing Performance Guarantees or guaranties in respect of surety bonds with
respect to such a Restricted Subsidiary need not be so discharged as to jobs
which commenced prior to the completion of such sale. Concurrently with the
sale of all of the capital stock of a Restricted Subsidiary permitted hereby,
the Agent is authorized and directed to release any Guarantee provided by such
Restricted Subsidiary and any Lien on the stock or assets of such Restricted
Subsidiary and such entity shall no longer constitute a Restricted Subsidiary
hereunder. The Borrowers shall not permit any Restricted Subsidiary to enter
into any contract or agreement after the date hereof prohibiting or restricting
such Restricted Subsidiary from paying dividends or making loans and advances
to the Company except in the case of a Restricted Subsidiary formed or acquired
to be a captive insurer or a captive surety.


          Section 7.16.     Dividends
and Certain Other Restricted Payments. The Company will
not during any fiscal year (a) declare or pay any dividends on or make any
other distributions in respect of any class or series of its capital stock
(except for dividends payable solely in its capital stock) or (b) directly
or indirectly purchase, redeem or otherwise acquire or retire any of its
capital stock or any options or warrants therefor except out of the net
proceeds of a substantially concurrent issuance and sale of capital stock or
options or warrants therefor (collectively, “Restricted Payments”) if after giving
effect thereto (i) the aggregate amount expended for all such purposes
subsequent to the date hereof would exceed the difference between (x) $250,000,000
plus (but not minus in the case of a deficit) 50% of Net Income for the period (taken
as a single accounting period) from January 1, 2010 to the last day of the
calendar quarter most recently completed prior to the Restricted Payment in
question and (y) any portion of the amount computed pursuant to clause (x)
hereof which was used to justify a transaction under Section 7.13 pursuant
to clause (iii) thereof and (ii) a Default or Event of Default shall
have occurred and be continuing.


          Section 7.17.     ERISA.
The Borrowers shall, and shall cause each of the Restricted Subsidiaries to,
promptly pay and discharge all obligations and liabilities arising under ERISA
of a character which if unpaid or unperformed might result in the imposition of
a Lien against any of their Properties. The Borrowers shall, and shall cause
each of the Restricted Subsidiaries to, promptly notify the Agent and each
Lender of (i) the occurrence of any reportable event (as defined in ERISA)
with respect to any employee benefit plan subject to Title IV of ERISA
(other 


-45-





than a multiemployer plan) sponsored or contributed to by either of the
Borrowers or any member of the Controlled Group (a “Plan”) with respect to
which the PBGC has neither waived the 30 day reporting requirement nor issued a
public announcement that the penalty applicable to a failure to report will not
apply, (ii) receipt of any notice from the PBGC of its intention to seek
termination of any Plan or appointment of a trustee therefor, (iii) its
intention to terminate any Plan or withdraw from any multiemployer plan if such
termination or withdrawal could reasonably be expected to have a Material
Adverse Effect, and (iv) the occurrence of any other event with respect to
any Plan which would result in the incurrence by the Borrowers or any of their
Restricted Subsidiaries of any material liability, fine or penalty, or any
material increase in the contingent liability of the Borrowers or any of the
Restricted Subsidiaries with respect to any post-retirement Welfare Plan
benefit which could reasonably be expected to have a Material Adverse Effect.


          Section 7.18.     Compliance
with Laws. The Company shall, and shall cause each of
its Restricted Subsidiaries to, comply in all respects with the requirements of
all foreign (whether national, supra-national or otherwise), federal, state,
provincial, and local laws, rules, regulations, ordinances and orders
applicable to or pertaining to their Properties or business operations,
non-compliance with which could have a Material Adverse Effect or could result
in a Lien upon any of their Property material to the Company and the Restricted
Subsidiaries taken as a whole.


          Section 7.19.     Burdensome
Contracts With Affiliates. The Company shall not, nor
shall it permit any of its Restricted Subsidiaries to, enter into any contract,
agreement or business arrangement with any of its Affiliates (other than with
or among Restricted Subsidiaries and the Company) on terms and conditions which
are less favorable to the Company or any such Restricted Subsidiary than would
be usual and customary in similar contracts, agreements or business
arrangements between Persons not affiliated with each other.


          Section 7.20.     No
Changes in Fiscal Year. The Company shall not change
its fiscal year from its present basis without the prior written consent of the
Required Lenders.


          Section 7.21.     Formation
of Subsidiaries.
The Company will not, and will not permit any Restricted Subsidiary to, form or
acquire any Subsidiary except in connection with acquisitions permitted by
Section 7.12 hereof and the formation of new subsidiaries if in any such
case and in either such instance the newly formed or acquired Subsidiary shall,
if the Required Lenders so request and to the extent required by this
Agreement, execute and deliver a Guarantee and grant Liens on its assets of the
priority required by Section 4.1 hereof (and provide the Agent with such
documentation therefore and such supporting documentation, including opinions
of counsel, as it may reasonably request). Each Subsidiary acquired or formed
pursuant hereto shall constitute a Restricted Subsidiary unless the Required
Lenders otherwise agree in writing.


          Section 7.22.     Change
in the Nature of Business. The Company shall not, and
shall not permit any of the Restricted Subsidiaries to, engage in any business
or activity if as a result the general nature of the business of the Company
and the Restricted Subsidiaries, taken as a whole, would be materially changed
from the general nature of the business engaged in by the Company and the
Restricted Subsidiaries, taken as a whole, on the date of this Agreement. For
purpose of 


-46-





this Section 7.22, a material change from the general nature of the
business of the Company and its Restricted Subsidiaries shall not have occurred
if the aggregate consideration (including as such consideration any
indebtedness of the Acquired Business assumed or guaranteed by the Company or a
Restricted Subsidiary) for any Permitted Acquisition that is not an Eligible
Line of Business is $500 million or less.


          Section 7.23.     
Use of Proceeds. The Borrowers shall use the proceeds
of the initial Credit Utilization hereunder to the extent necessary to repay
all indebtedness, obligations (other than L/C Obligations) and liabilities
outstanding under the Existing Credit Agreement and the Term Loan Agreement and
all Credit Utilizations thereafter for the purposes set forth in, or otherwise
permitted by, Section 5.4 hereof.


          Section 7.24.     Deposit
Accounts. Not later than 90 days after the
Closing Date, the Borrowers shall, and shall cause each Restricted Subsidiary
to, maintain all deposit accounts with the Agent or with other financial
institutions selected by the Company and reasonably acceptable to the Agent
(which financial institutions have entered into account control agreements with
the Collateral Agent relating to such accounts on terms reasonably acceptable
to the Collateral Agent and such financial institution); provided, however, that no
control agreements shall be required for any payroll accounts maintained by the
Borrowers and the Guarantors provided the total amount on deposit in such
payroll accounts at any time does not exceed the current amount of their
payroll obligations, provided further, that no control
agreements shall be required for any deposit account (i) maintained with a
Lender (or an Affiliate of a Lender) so long as the total amount on deposit in
such deposit account does not exceed $30,000,000 (excluding from such deposit
accounts those with Harris N.A., Bank of Montreal and payroll accounts) at
any time and the aggregate amount on deposit in such accounts not subject to
control agreements or not otherwise subject to a charge or first priority
perfected Lien in favor of the Agent does not exceed $100,000,000 (excluding
from such deposit accounts those with Harris N.A., Bank of Montreal and
payroll accounts) at any time and (ii) maintained with any other financial
institutions so long as the total amount on deposit in such deposit account
does not exceed $5,000,000 at any time and the aggregate amount on deposit in
all deposit accounts not subject to control agreements with financial
institutions referred to in this clause (ii) or not otherwise subject
to a charge or first priority perfected Lien in favor of the Agent does not
exceed $20,000,000 (excluding payroll accounts) at any time.


SECTION 8.          EVENTS
OF DEFAULT AND REMEDIES.


          Section 8.1.      Events of Default.
Any one or more of the following shall constitute an Event of Default
hereunder:


	
  

 	
  

 
	
  

 	
           (a)     default
 in the payment when due of all or any part of the principal of the Loans
 (whether at the stated maturity thereof or at any other time provided for in
 this Agreement) or of any Reimbursement Obligation and any such default
 continues for 1 Business Day after notice thereof from the Agent (acting
 at the direction of any Lender) to the Company;

 


-47-









	
  

 	
  

 
	
  

 	
           (b)     default
 in the payment when due of all or part of the interest on any Loan (whether
 the stated maturity thereof or at any other time provided for in this
 Agreement) or of any fee or other amount payable hereunder or under any other
 Loan Document and any such default continues for 5 Business Days after
 notice thereof from the Agent (acting at the direction of any Lender) to the
 Company;

 
	
  

 	
  

 
	
  

 	
           (c)     default
 in the observance or performance of any covenant set forth in
 Sections 7.6, 7.7, 7.8, 7.13, 7.14, 7.15, or 7.16 hereof or of any
 provision in any Loan Document dealing with the maintenance of insurance on
 the Collateral;

 
	
  

 	
  

 
	
  

 	
           (d)     default
 in the observance or performance of any other provision hereof or of any
 other Loan Document which is not remedied within thirty days after the
 earlier of (i) the date on which such failure shall first become known
 to any officer of the Company or (ii) written notice thereof to the
 Company by the Agent;

 
	
  

 	
  

 
	
  

 	
           (e)     any
 representation or warranty made herein or in any of the other Loan Document
 or in any certificate furnished to the Agent or the Lenders pursuant hereto
 or thereto or in connection with any transaction contemplated hereby or
 thereby proves untrue in any material respect as of the date of the issuance
 or making thereof;

 
	
  

 	
  

 
	
  

 	
           (f)     any
 event occurs or condition exists (other than those described in subsections
 (a) through (e) above) which is specified as an event of default under any of
 the other Loan Documents and any period of grace applicable thereto shall
 have elapsed, or any of the Loan Documents shall for any reason not be or
 shall cease to be in full force and effect, or any of the Loan Documents is
 declared to be null and void, or any of the Collateral Documents shall for
 any reason fail to create a valid and perfected Lien in favor of the Agent in
 any material amount of Collateral purported to be covered thereby of the
 priority required by Section 4.1 hereof;

 
	
  

 	
  

 
	
  

 	
           (g)     default
 shall occur under any evidence of Indebtedness for Borrowed Money aggregating
 in excess of $15,000,000 issued, assumed or guaranteed by any of the
 Borrowers or any Restricted Subsidiary or under any indenture, agreement or
 other instrument under which the same may be issued, and such default shall
 continue for a period of time sufficient to permit the acceleration of the
 maturity of any such Indebtedness for Borrowed Money (whether or not such
 maturity is in fact accelerated) without being waived or any such
 Indebtedness for Borrowed Money shall not be paid when due (whether by
 demand, lapse of time, acceleration or otherwise);

 
	
  

 	
  

 
	
  

 	
           (h)     any
 judgment or judgments, writ or writs or warrant or warrants of attachment, or
 any similar process or processes in an aggregate amount in excess of $500,000
 (provided, that in determining such $500,000 amount there shall be deducted
 therefrom the amount which is covered by insurance from any insurer which has
 acknowledged its liability thereon) shall be entered or filed against the
 Borrowers or any of the Material Restricted Subsidiaries or against any of
 the Property or assets of any of them and remains undischarged, unvacated,
 unbonded or unstayed for a period of thirty days;

 


-48-









	
  

 	
  

 
	
  

 	
           (i)     any
 party obligated on any Guarantee shall purport to disavow, revoke,
 discontinue, repudiate or terminate such Guarantee or such Guarantee shall
 otherwise cease to have force or effect;

 
	
  

 	
  

 
	
  

 	
           (j)     any
 Change in Control occurs;

 
	
  

 	
  

 
	
  

 	
           (k)     any
 Borrower or Material Restricted Subsidiary shall (i) have entered
 involuntarily against it an order for relief under the United States
 Bankruptcy Code, as amended, the Canadian Bankruptcy Code, as amended, or any
 analogous action is taken under any other applicable law relating to bankruptcy
 or insolvency, (ii) not pay, admit in writing its inability to pay, or
 be deemed under applicable law not to be able to pay, its debts generally as
 they become due, (iii) make an assignment for the benefit of creditors,
 (iv) apply for, seek, consent to, or acquiesce in, the appointment of a
 receiver, receiver-manager, receiver and manager, interim receiver,
 administrative receiver, administrator, custodian, trustee, examiner,
 liquidator or similar official for it or any substantial part of its Property,
 (v) institute any proceeding seeking to have entered against it an order
 for relief under the United States Bankruptcy Code, as amended, or the
 Canadian Bankruptcy Code, as amended to adjudicate it insolvent, or seeking
 dissolution, winding up, liquidation, reorganization, arrangement, adjustment
 or composition of it or its debts under any law relating to bankruptcy,
 insolvency or reorganization or relief of debtors or fail to file an answer
 or other pleading denying the material allegations of any such proceeding
 filed against it, or (vi) fail to contest in good faith any appointment
 or proceeding described in Section 8.1(l) hereof; or

 
	
  

 	
  

 
	
  

 	
           (l)     a
 custodian, receiver, receiver-manager, receiver and manager, interim
 receiver, administrative receiver, administrator, trustee, examiner,
 liquidator or similar official shall be appointed for any Borrower or
 Material Restricted Subsidiary or any substantial part of any of their
 Property, or a proceeding described in Section 8.1(k)(v) shall be instituted
 against any Borrower or Material Restricted Subsidiary, and such appointment
 continues undischarged or such proceeding continues undismissed or unstayed
 for a period of sixty days.

 
	
  

 	
  

 
	
         Section 8.2.     Non-Bankruptcy
 Defaults.     When any Event
 of Default described in subsections 8.1(a) to 8.1(j), both inclusive,
 has occurred and is continuing, the Agent shall, upon request of the Required
 Lenders by notice to the Company, take any or all of the following actions:

 
	
  

 	
  

 
	
  

 	
           (a)     terminate
 the obligation of the Lenders to extend any further credit hereunder on the
 date (which may be the date thereof) stated in such notice; and

 
	
  

 	
  

 
	
  

 	
           (b)     declare
 the principal of and the accrued interest on the Loans to be forthwith due
 and payable and thereupon the Loans, including both principal and interest,
 and all fees, charges, commissions and other Obligations payable hereunder,
 shall be and become immediately due and payable without further demand,
 presentment, protest or notice of any kind.

 


-49-





          Without
limiting the generality of the foregoing, the Agent, upon request of the
Required Lenders, shall be entitled to realize upon and enforce all of its
rights and remedies under the Collateral Documents and proceed by any other action,
suit, remedy or proceeding as authorized or permitted by this Agreement, the
Collateral Documents or at law or in equity.


        Section 8.3.     Bankruptcy
Defaults. When any Event of Default described in
subsection 8.1(k) or 8.1(l) has occurred and is continuing, then the
unpaid balance of the Loans, including both principal and interest, and all
fees, charges, commissions and other Obligations payable hereunder, shall
immediately become due and payable without presentment, demand, protest or notice
of any kind, and the obligation of the Lenders to extend further credit
pursuant to any of the terms hereof shall immediately terminate. Without
limiting the generality of the foregoing, the Agent, upon request of the
Required Lenders, shall be entitled to realize upon and enforce all of its
rights and remedies under the Collateral Documents and proceed by any other
action, suit, remedy or proceeding and authorized or permitted by this
Agreement, the Collateral Documents or at law or in equity.


        Section 8.4.     Collateral
for Undrawn Letters of Credit. (a) If and when
(w) any Event of Default, other than an Event of Default described in
subsections (k) or (l) of Section 8.1, has occurred and is
continuing, the Borrowers shall, upon demand of the Agent, or (x) any
Event of Default described in subsections (k) or (l) of Section 8.1
has occurred, or (y) prepayment of the Letters of Credit as required by
Section 2.13 hereof; or (z) any Letter of Credit is outstanding on
the Termination Date (whether or not any Event of Default has occurred), the
Borrowers shall, without notice or demand from the Agent, either
(i) immediately pay to the Agent the full amount of each Letter of Credit
to be held by the Agent as provided in subsection (b) below or
(ii) provide a back-up letter of credit for the benefit of the Agent in a
stated amount equal to the full amount of all Letters of Credit then
outstanding which letter of credit shall give the Agent the unconditional right
to make drawings thereunder upon receipt of a drawing request under any Letter
of Credit and otherwise be in form and substance satisfactory to the Agent and
issued by an issuer satisfactory to the Agent in its sole discretion, the
Borrowers agreeing to immediately make each such payment or provide such
back-up letter of credit and acknowledging and agreeing the Agent would not
have an adequate remedy at law for failure of the Borrowers to honor any such
demand and that the Agent shall have the right to require the Borrowers to
specifically perform such undertaking whether or not any draws had been made
under the Letters of Credit.


          (b)     All
amounts prepaid pursuant to subsection (a) above or paid over to the Agent
pursuant to Sections 1.3(b) or 3.5(b) hereof shall be held by the Agent in
one or more separate collateral accounts (each such account, and the credit
balances, properties and any investments from time to time held therein, and
any substitutions for such account, any certificate of deposit or other
instrument evidencing any of the foregoing and all proceeds of and earnings on
any of the foregoing being collectively called the “Collateral Account”) as
security for, and for application by the Agent (to the extent available)
(i) with respect to amounts prepaid pursuant to subsection (a) above,
to the reimbursement of any payment under any Letter of Credit then or
thereafter made by the Applicable Issuer, and to the payment of the unpaid
balance of any Loans and all other Obligations, (ii) with respect to
amounts paid over to the Agent pursuant to Section 3.5(b) hereof, as set
forth in Section 3.5(b), as applicable or (iii) with respect to
amounts 


-50-





paid over to the Agent pursuant to Section 1.3(b) hereof, to the
reimbursement of any payment under any Letter of Credit made by the Applicable
Issuer or any fees related to such Letter of Credit. The Account shall be held
in the name of and subject to the exclusive dominion and control of the Agent
for the benefit of the Agent, the Lenders and the Applicable Issuer. If and
when requested by the Borrower, the Agent shall invest funds held in the
Collateral Account from time to time in direct obligations of, or obligations
the principal of and interest on which are unconditionally guaranteed by, the
United States of America with a remaining maturity of one year or less, provided
that the Agent is irrevocably authorized to sell investments held in the
Collateral Account when and as required to make payments out of the Collateral
Account for application to amounts due and owing from any Borrower to the
Applicable Issuer, the Agent or the Lenders; provided, however, that if
(i) the Borrowers shall have made payment of all such obligations referred
to in subsection (a) above, Section 1.3(b) or Section 3.5(b), as
applicable, (ii) all relevant preference or other disgorgement periods
relating to the receipt of such payments have passed, and (iii) with
respect to amounts prepaid pursuant to subsection (a) above or
Section 1.3(b) only, no Letters of Credit, Commitments, Loans or other
Obligations remain outstanding hereunder (other than unasserted indemnity
obligations which survive the termination hereof), or, in the case of cash
collateral required by Section 2.13 hereof, the Defaulting Lender Period
has terminated, then the Agent shall release to the Company any remaining
amounts held in the Collateral Account.


SECTION 9.          DEFINITIONS
INTERPRETATIONS.


        Section 9.1.     Definitions. The
following terms when used herein have the following meanings:


          “Acquired
Business” means the entity or assets acquired by a
Borrower or Restricted Subsidiary in an Acquisition after the date hereof.


          “Acquisition”
means any transaction or series of related transactions for the purpose of or
resulting, directly or indirectly, in (a) the acquisition of all or
substantially all of the assets of a Person, or of any business or division of
a Person, (b) the acquisition of in excess of 50% of the capital stock,
partnership interests, membership interests or equity of any Person (other than
a Person that is a Subsidiary), or otherwise causing any Person to become a
Subsidiary, or (c) a merger or consolidation or any other combination with
another Person (other than a Person that is a Subsidiary) provided that a
Borrower or Restricted Subsidiary is the surviving entity.


          “Additional
Lender” is defined in Section 1.11 hereof.


          “Adjusted
EBIT” means, with reference to any period, EBIT for
such period calculated on a pro forma basis in good faith by the Company and
established to the reasonable satisfaction of the Agent as if each Acquisition
which occurred during such period had taken place on the first day of such
period (including adjustments for non-recurring expenses and income reasonably
determined by the Company in good faith and established to the reasonable
satisfaction of the Agent). 


-51-





          “Adjusted
EBITDA” means, with reference to any period, EBITDA
for such period calculated on a pro forma basis in good faith by the Company
and established to the reasonable satisfaction of the Agent as if each
Acquisition which occurred during such period had taken place on the first day
of such period (including adjustments for non-recurring expenses and income
reasonably determined by the Company in good faith and established to the
reasonable satisfaction of the Agent).


          “Adjusted
LIBOR” means, for any Interest Period, a rate per
annum determined in accordance with the following formula:




	
  

 	
  

 	
  

 
	
           Adjusted LIBOR = 

 	
 LIBOR

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
 1 - Eurocurrency Reserve Percentage

 	
  

 


          “Administrative
Questionnaire” means an Administrative Questionnaire
in a form supplied by the Agent.


          “Affiliate”
means any Person directly or indirectly controlling or controlled by, or under
direct or indirect common control with, another Person. A Person shall be
deemed to control another Person for the purposes of this definition if such
Person possesses, directly or indirectly, the power to direct, or cause the
direction of, the management and policies of the other Person, whether through
the ownership of voting securities, common directors, trustees or officers, by
contract or otherwise; provided that, in any event for purposes
of this definition, any Person that owns, directly or indirectly, 41% or more
of the securities having ordinary voting power for the election of directors or
governing body of a corporation or 41% or more of the partnership or other
ownership interests of any other Person (other than as a limited partner of
such other Person) will be deemed to control such corporation or other Person.


          “Agent” shall
mean Bank of Montreal and any successor thereto appointed pursuant to
Section 10.1 hereof.


          “Agreement”
means this Credit Agreement, as the same may be amended, modified or restated
from time to time in accordance with the terms hereof.


          “Alternative
Currency” means Canadian dollars, pounds sterling,
Euro and any other currency (other than United States
Dollars) approved as such in writing by all Lenders, in each case for so long
as such currency is readily available to all the Lenders and is freely
transferable and freely convertible to U.S. Dollars and Reuters Monitor
Money Rates Service (or any successor thereto) reports a LIBOR for such
currency for interest periods of one, two, three and six calendar months; provided
that if any Lender provides written notice to the Company (with a
copy to the Agent) that any currency control or other exchange regulations are
imposed in the country in which any such Alternative Currency is issued and
that in the reasonable opinion of such Lender funding a Loan in such currency
is impractical, then such currency shall cease to be an Alternative Currency
hereunder until such time as all the Lenders reinstate such country’s currency
as an Alternative Currency.


          “Applicable
Issuer” means the Issuer of Letters of Credit for the
account of a particular 


-52-





Borrower or Borrowers or in a particular jurisdiction or jurisdictions.


          “Applicable
Margin” shall mean the rate per annum specified below
for the Leverage Ratio and type of Loan or fee for which the Applicable Margin
is being determined:




	
  

 	
  

 	
  

 	
  

 
	
  

 	
 LEVEL I

 	
 LEVEL II

 	
 LEVEL III

 
	
  

 	
  

 	
  

 	
  

 
	
 Leverage
 Ratio

 	
 <1.00x

 	
 ≥1.00x and <2.00x

 	
 ≥2.00x

 
	
  

 	
  

 	
  

 	
  

 
	
 Domestic Rate
Loan Margin

 	
 1.75%

 	
 2.00%

 	
 2.25%

 
	
  

 	
  

 	
  

 	
  

 
	
 Eurodollar Loan
Margin and
 L/C Fee

 	
 2.75%

 	
 3.00%

 	
 3.25%

 
	
  

 	
  

 	
  

 	
  

 
	
 Commitment
 Fee

 	
 0.50%

 	
 0.50%

 	
 0.50%

 


provided, however, that the foregoing is
subject to the following:


	
  

 	
  

 
	
  

 	
           (i)     the
 Leverage Ratio, Adjusted EBITDA and
 Interest Coverage Ratio shall be determined as at the last day of each fiscal
 quarter of the Company commencing with the fiscal quarter ending
 December 31, 2009, with any adjustment in the Applicable Margins
 resulting from a change therein to be effective five (5) Business Days after
 receipt by the Agent of the financial statements for such quarter called for
 by Section 7.5(a) hereof (provided that if such financial statements are
 not submitted within the time limitations of Section 7.5(a) and would
 result in an increase in the Applicable Margins, then such Applicable Margins
 shall be increased effective five Business Days after the last date when such
 financial statements could have been submitted in compliance with
 Section 7.5(a) hereof); 

 
	
  

 	
  

 
	
  

 	
           (ii)     the
 Applicable Margins for the period from the date hereof through the first
 redetermination pursuant to clause (i) above shall be those set forth above
 for Level I; and

 
	
  

 	
  

 
	
  

 	
           (iii)     each
 determination of the Applicable Margins pursuant to the foregoing shall
 remain in effect until the Applicable Margins are next redetermined pursuant
 to the foregoing.

 




          “Application”
is defined in Section 1.3(b) hereof.


          “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.


          “Assignment
and Acceptance” means an assignment and acceptance
entered into by a Lender and an Eligible Assignee (with the consent of any
party whose consent is required by 


-53-





Section 11.17 hereof), and accepted by the Agent, in substantially
the form of Exhibit D or any other form approved by the Agent.


          “Authorized
Representative” means the Chief Executive Officer, the
President, the Chief Financial Officer, the Controller, the Treasurer, the
Assistant Treasurer or any further or different persons so named by any
Authorized Representative in a written notice to the Agent.


          “Borrowers”
means (a) the U.S. Borrowers, (b) the Canadian Borrowers and
(c) the U.K. Borrowers, with (i) the term “Borrowers” to mean the
Borrowers, collectively, and, also each individually, and (ii) all
promises and covenants (including promises to pay) and representations and
warranties of and by the Borrowers made in the Loan Documents or any
instruments or documents delivered pursuant thereto to be and constitute the
several promises, covenants, representations and warranties of and by each and
all of such corporations, except to the extent explicitly otherwise provided.
The term “Borrower”
appearing in such singular form shall be deemed a reference to any
of the Borrowers unless the context in which such term is used shall otherwise
require.


          “Borrowing”
shall mean the total of Revolving Loans or Swing Loans
made to a given Borrower by all the Lenders on a single date, in a single
currency and having the same maturity. Borrowings of Revolving Loans are made
and maintained ratably from each of the Lenders according to their Percentages
except to the extent otherwise agreed in writing by all Lenders. Borrowings of
Swing Loans are made by the Agent in accordance with the procedures set forth
in Section 1.8 hereof.


          “Business
Day” means any day other than a Saturday or Sunday on
which banks are not authorized or required to close in Chicago, Illinois and,
if the applicable Business Day relates to a Borrowing or payment in an
Alternative Currency or to a conversion of a Credit Utilization into
U.S. Dollars, a day on which banks and foreign exchange markets are open
for business in the city where disbursements of, conversions of, or payments on
such Borrowings are to be made.


          “Canadian
Borrowers” means and includes Comstock Canada and such
other Restricted Subsidiaries organized under the Federal laws of Canada or the
laws of a Province of Canada as may from time to time be designated as such in
writing by the Company and approved as such in writing by all Lenders (but
subject to such conditions and limitations as either the Company or the Lenders
may impose).


          “Canadian
Bankruptcy Code” means collectively, the Bankruptcy
and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada)
and the Winding-Up
and Restructuring Act (Canada).


          “Canadian
Subsidiaries” means and includes the Canadian
Borrowers and such other Subsidiaries as are organized under the Federal laws
of Canada or the laws of a Province of Canada.


          “Capital
Expenditures” means, for any period, capital
expenditures of the Company and 


-54-





its Restricted Subsidiaries during such period as defined and
classified in accordance with GAAP consistently applied but in any event
excluding acquisitions and investments which are described in and permitted by
Section 7.12(j) hereof.


          “Capital
Lease” means any lease of Property (whether real or
personal) which in accordance with GAAP is required to be capitalized on the
balance sheet of the lessee.


          “Capitalized
Lease Obligation” means the amount of the liability
shown on the balance sheet of any Person in respect of a Capital Lease
determined in accordance with GAAP.


          “Change in
Control” means that (i) more than 25% of the
Voting Stock of the Company shall at any time and for any reason be owned,
either legally or beneficially, by any Person or group of Persons acting in
concert or (ii) (1) another corporation merges into the Company or
the Company consolidates with or merges into any other corporation or
(2) the Company conveys, transfers or leases all or substantially all its
assets to any person or group, in one transaction or a series of transactions
other than any conveyance, transfer or lease between the Company and a wholly
owned subsidiary of the Company, in each case, in one transaction or a series
of related transactions with the effect that a Person or group becomes the
beneficial owner of more than 25% of the Voting Stock of the surviving or
transferee corporation of such transaction or series; or (iii) during any
period of two consecutive years, individuals who at the beginning of such
period constituted the Company’s Board of Directors (together with any new
directors whose election by the Company’s Board of Directors, or whose
nomination for election was previously so approved) cease for any reason to
constitute a majority of the Directors then in office.


          “Closing
Date” means the date upon which all the conditions set
forth in Section 6.2 of this Agreement have been satisfied.


          “Code”
means the Internal Revenue Code of 1986, as amended from time to time.


          “Collateral”
means all Properties, rights, interests and privileges from time to time
subject to the Liens granted to the Collateral Agent by the Collateral
Documents or required so to be by the terms hereof.


          “Collateral
Account” is defined in Section 8.4(b) hereof.


          “Collateral
Agent” means Bank of Montreal, or any successor
Collateral Agent appointed pursuant to the terms hereof or in the applicable
Collateral Document.


          “Collateral
Documents” means all security agreements, pledge
agreements, hypothecs, assignments, financing statements, debentures and other
documents as shall from time to time secure the Loans or any other
Obligations.


          “Commitments”
is defined in Section 1.1 hereof.


          “Company”
is defined in the introductory paragraph hereof.


          “Comstock
Canada” is defined in the introductory paragraph
hereof.


-55-






          “Controlled
Group” means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Company or any of its Subsidiaries, are
treated as a single employer under Section 414 of the Code.


          “Credit
Utilization” means any Borrowing and any issuance of a
Letter of Credit.


          “Default”
means any event or condition the occurrence of which would, with the passage of
time or the giving of notice, or both, constitute an Event of Default.


          “Defaulting
Lender” means any Lender that (a) has failed to
fund any portion of the Loans, participations in L/C Obligations or
participations in Swing Loans required to be funded by it hereunder (herein, a “Defaulted
Loan”) within two (2) Business Days of the date required to be
funded by it hereunder unless such failure has been cured, (b) has
otherwise failed to pay over to the Agent or any other Lender any other amount
required to be paid by it hereunder within two (2) Business Days of the
date when due, unless the subject of a good faith dispute or unless such
failure has been cured, or (c) has been deemed insolvent or become the
subject of a bankruptcy or insolvency proceeding or a receiver or conservator
has been appointed for such Lender.


          “Defaulting
Lender Excess” means, with respect to any Defaulting
Lender, the excess, if any, of such Defaulting Lender’s Percentage of the
aggregate outstanding principal amount of Loans of all Lenders (calculated as
if all Defaulting Lenders other than such Defaulting Lender had funded all of
their respective Defaulted Loans) over the aggregate outstanding principal
amount of all Loans of such Defaulting Lender.


          “Defaulting
Lender Period” means, with respect to any Defaulting
Lender, the period commencing on the date upon which such Lender first became a
Defaulting Lender and ending on the earliest of the following dates:
(i) the date on which all Commitments are cancelled or terminated and/or
the Obligations are declared or become immediately due and payable and
(ii) the date on which (a) such Defaulting Lender is no longer
insolvent, the subject of a bankruptcy or insolvency proceeding or, if
applicable, under the direction of a receiver or conservator, (b) the
Defaulting Lender Excess with respect to such Defaulting Lender shall have been
reduced to zero (whether by the funding by such Defaulting Lender of any
Defaulted Loans of such Defaulting Lender or otherwise), and (c) such
Defaulting Lender shall have delivered to Company and the Agent a written
reaffirmation of its intention to honor its obligations hereunder with respect
to its Commitments.


          “Departing
Lenders” is defined in Section 11.27 hereof.


          “Disposition”
means the sale, lease, conveyance or other disposition of Property.


          “Domestic
Rate” means, for any day, the rate per annum equal to
the greatest of:


	
  

 	
  

 
	
  

 	
           (a)     the
 rate of interest announced or otherwise established by the Agent from time to
 time as its prime commercial rate, or its equivalent, for U.S. Dollar
 loans to

 



-56-









	
  

 	
  

 
	
  

 	
 borrowers located in the United States as in effect on such day,
 with any change in the Domestic Rate resulting from a change in said prime
 commercial rate to be effective as of the date of the relevant change in said
 prime commercial rate (it being acknowledged and agreed that such rate may
 not be the Agent’s best or lowest rate), 

 
	
  

 	
  

 
	
  

 	
           (b)     the
 sum of (i) the rate determined by the Agent to be the average (rounded
 upward, if necessary, to the next higher 1/100 of 1%) of the rates per annum
 quoted to the Agent at approximately 10:00 a.m. (Chicago time) (or as
 soon thereafter as is practicable) on such day (or, if such day is not a
 Business Day, on the immediately preceding Business Day) by two or more
 Federal funds brokers selected by the Agent for sale to the Agent at face
 value of Federal funds in the secondary market in an amount equal or
 comparable to the principal amount for which such rate is being determined, plus
 (ii) 1/2 of 1%, and

 
	
  

 	
  

 
	
  

 	
           (c)     the
 LIBOR Quoted Rate for such day plus 1.00%.

 



          “Domestic
Rate Loan” means a Revolving Loan bearing interest as
specified in Section 2.1 hereof.


          “Earn-Out
Obligations” means an obligation the payment of which
is dependent upon the future performance of an asset or assets the sale of
which gave rise to such obligation.


          “EBIT”
means, with reference to any period, as determined for the Company and its
Restricted Subsidiaries on a consolidated basis in accordance with GAAP, Net
Income for such period plus all amounts deducted in arriving at such Net Income
amount in respect of (i) Interest Expense for such period,
(ii) federal, state, provincial, foreign and local income taxes for such
period, and (iii) non-cash charges of the Company and its Restricted
Subsidiaries during such period.


          “EBITDA”
means, with reference to any period, as determined for the Company and its
Restricted Subsidiaries on a consolidated basis in accordance with GAAP, Net
Income for such period plus all amounts deducted in arriving at such Net Income
amount in respect of (i) Interest Expense for such period, and
(ii) federal, state, provincial, foreign and local income taxes for such
period, (iii) all amounts properly charged for depreciation of fixed
assets and amortization of intangible assets during such period on the books of
the Company and its Restricted Subsidiaries, and (iv) non-cash charges of the
Company and its Restricted Subsidiaries during such period.


          “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 (i) the Agent,
(ii) the Issuers, and (iii) unless an Event of Default has occurred and
is continuing, the Company (each such approval not to be unreasonably withheld
or delayed); provided that notwithstanding the foregoing, “Eligible
Assignee” shall not include any Borrower or Guarantor or any of such Borrower’s
or such Guarantor’s Affiliates or Subsidiaries.


-57-





          “Eligible
Line of Business” means any business engaged in as of
the date of this Agreement by any Borrower or any Restricted Subsidiary or any
other business line reasonably related thereto or any reasonable extensions
thereof or a business complimentary or ancillary to such existing businesses.


          “EMCOR UK” is
defined in the introductory paragraph hereof.


          “EMU
Legislation” means the legislative measures of the
European Council for the introduction of, changeover to, or operation of a single
or unified European currency being part of the implementation of the Third
Stage.


          “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time
to time, and any successor statute.


          “ERISA
Affiliate” means any (i) corporation which is a
member of the same controlled group of corporations (within the meaning of
Section 414(b) of the Code) as the Company, (ii) partnership or other
trade or business (whether or not incorporated) under common control (within
the meaning of Section 414(c) of the Code) with any Borrower, and
(iii) member of the same affiliated service group (within the meaning of
Section 414(m) of the Code) as the Company, any corporation described in
clause (i) above or any partnership or trade or business described in
clause (ii) above.


          “Euro”
means the single lawful currency for the time being of the Participating Member
States.


          “Eurocurrency
Reserve Percentage” means, for any Borrowing in a
currency, the daily average for the applicable Interest Period of the maximum
rate, expressed as a decimal, at which reserves (including, without limitation,
any supplemental, marginal and emergency reserves) are imposed during such
Interest Period by the Board of Governors of the Federal Reserve System (or any
successor) on “eurocurrency liabilities”, as defined in such Board’s
Regulation D (or in respect of any other category of liabilities that
includes deposits by reference to which the interest rate on Loans in the
relevant currency is determined or any category of extensions of credit or
other assets that include loans by non-United States offices of any Lender to
United States residents), subject to any amendments of such reserve requirement
by such Board or its successor, taking into account any transitional
adjustments thereto. For purposes of this definition, the Loans shall be deemed
to be “eurocurrency
liabilities” as defined in Regulation D without benefit or
credit for any prorations, exemptions or offsets under Regulation D.


          “Eurodollar
Loan” means a Revolving Loan bearing interest as
specified in Section 2.2 hereof.


          “Event of
Default” means any event or condition specified as
such in Section 8.1 hereof.


          “Event of
Loss” means, with respect to any Property, any of the
following: (a) any loss, destruction or damage of such Property or
(b) any condemnation, seizure, or taking, by exercise 


-58-





of the power of eminent domain or otherwise, of such Property, or
confiscation of such Property or the requisition of the use of such Property.


          “Excess
Cash” means, at any time the same is to be determined,
the amount by which all cash, cash equivalents and marketable securities held
by the Company and the U.S. Subsidiaries which are Guarantors in accounts
maintained with the Agent or any Lender in the United States exceeds $25,000,000.


          “Existing
Credit Agreement” is defined in the introductory
paragraph hereof.


          “Federal
Funds Rate” means the fluctuating interest rate per
annum described in part (x) of clause (b) of the definition of Domestic
Rate.


          “Financial
Letter of Credit” means a Letter of Credit (whether
standby or commercial) that is not, as reasonably determined by the Agent, a
Performance Letter of Credit.


          “Foreign
Subsidiary” means as to any particular corporation or
other entity, any other corporation or limited liability company organized
under the laws of and conducting business primarily in a jurisdiction which is
not part of the United States, the Commonwealth of Puerto Rico, the United
Kingdom or Canada and (i) at least 39% of the outstanding Voting Stock of
which is at the time directly or indirectly owned by such parent corporation or
limited liability company or by one or more other corporations or limited
liability companies or other entities which are themselves subsidiaries of such
parent corporation or limited liability company, (ii) the Company or a
Subsidiary of the Company has effective control over such corporation or
limited liability company, and (iii) is not designated as an “Unrestricted
Subsidiary”. Foreign Subsidiaries include those Subsidiaries set forth on
Schedule 5.2 under the heading “Foreign Subsidiaries.”


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


          “GAAP”
means generally accepted accounting principles as in effect from time to time.


          “Guarantees”
means instruments of guarantee from the Guarantors of the Obligations
satisfactory in form and substance to the Agent.


          
“Guarantors” means those entities listed on
Schedule 4.2 hereto and such other Restricted Subsidiaries (other than
Restricted Subsidiaries which are not Wholly-Owned Subsidiaries and any captive
insurance company or captive surety company which is a Restricted Subsidiary)
as the Required Lenders may from time to time designate as Guarantors in a
written notice to the Company provided that such Subsidiary has assets in
excess of $10,000,000 or such other Restricted Subsidiaries as the Company may
from time to time designate.


          “Hedging
Liability” means the liability of any Borrower or any
Subsidiary to any of the Lenders, or any Affiliates of such Lenders, in respect
of any interest rate swap agreements, 


-59-






interest rate cap agreements, interest rate collar agreements, interest
rate floor agreements, interest rate exchange agreements, foreign currency
contracts, currency swap contracts, or other similar interest rate or currency
hedging arrangements as such Borrower or such Subsidiary, as the case may be,
may from time to time enter into with any one or more of the Lenders party to
this Agreement or their Affiliates.


          “Hostile
Acquisition” means the acquisition of the capital
stock or other equity interests of a Person through a tender offer or similar
solicitation of the owners of such capital stock or other equity interests
which has not been approved (prior to such acquisition) by resolutions of the
Board of Directors of such Person or by similar action if such Person is not a
corporation, and as to which such approval has not been withdrawn.


          “Indebtedness
for Borrowed Money” means for any Person (without
duplication) all indebtedness created, assumed or incurred in any manner by
such Person or in respect of which such Person is directly or indirectly
liable, whether by guarantee, commitment to purchase, undertaking to maintain
the solvency, liquidity or a balance sheet condition of the obligor, or
otherwise representing (i) money borrowed (including by the issuance of
debt securities), (ii) indebtedness for the deferred purchase price of
property or services (other than trade accounts payable arising in the ordinary
course of business and Earn-Out Obligations), (iii) indebtedness secured
by any Lien upon Property of such Person, whether or not such Person has
assumed or become liable for the payment of such indebtedness but if such
Person is not liable then such indebtedness shall be included at the lesser of
the amount thereof or the fair market value of the Property securing same,
(iv) Capitalized Lease Obligations of such Person and (v) all
obligations of such Person on or with respect to letters of credit (other than
letters of credit which support payment of obligations which do not constitute
Indebtedness for Borrowed Money of any Person), and bankers’ acceptances.
Performance Guarantees do not constitute Indebtedness for Borrowed Money.


          “Interest
Coverage Ratio” means as at any date the same is to be
determined the ratio of (i) Adjusted EBIT for the period of twelve
calendar months then ending to (ii) Net Interest Expense for the same
period.


          “Interest
Expense” means, with reference to any period, the sum
of all interest charges (including imputed interest charges with respect to
Capitalized Lease Obligations and all amortization of debt discount and expense
but excluding fees payable under Sections 3.1 and 3.2 hereof) and letter
of credit fees and commissions of the Borrowers and the Restricted Subsidiaries
for such period determined in accordance with GAAP, but interest paid through
the issuance of securities to the holders of the indebtedness in question
having a maturity of more than one year from the date of issuance and being of
no higher ranking or priority than the indebtedness in question shall not be
included in Interest Expense.


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          “Interest
Period” means the period commencing on the date a
Borrowing is advanced or continued through a new Interest Period and ending:
(a) in the case of a Eurodollar Loan, 1, 2, 3, or 6 months thereafter and
(b) in the case of a Swing Loan, on the date 1 to 5 Business Days
thereafter as mutually agreed to by the Company and the Agent; provided,
however, that:


	
  

 	
  

 
	
  

 	
           (i)     an
 Interest Period may not extend beyond the Termination Date;

 
	
  

 	
  

 
	
  

 	
           (ii)     whenever
 the last day of any Interest Period would otherwise be a day that is not a
 Business Day, the last day of such Interest Period shall be extended to the next
 succeeding Business Day, provided that, if such extension would
 cause the last day of an Interest Period to occur in the following calendar
 month, the last day of such Interest Period shall be the immediately
 preceding Business Day; and

 
	
  

 	
  

 
	
  

 	
           (iii)     for
 purposes of determining an Interest Period, a month means a period starting
 on one day in a calendar month and ending on the numerically corresponding
 day in the next calendar month; provided, however, that if there is no
 numerically corresponding day in the month in which such an Interest Period
 is to end or if such an Interest Period begins on the last Business Day of a
 calendar month, then such Interest Period shall end on the last Business Day
 of the calendar month in which such Interest Period is to end.

 
	
  

 	
  

 
	
           “Interest
 Rate Protection and Other Hedging Agreements” means
 one or more of the following agreements entered into by one or more financial
 institutions:

 
	
  

 	
  

 
	
  

 	
           (a)     interest
 rate protection agreements (including, without limitation, interest rate
 swaps, caps, floors, collars and similar agreements),

 
	
  

 	
  

 
	
  

 	
           (b)     foreign
 exchange contracts, currency swap agreements or other, similar agreements or
 arrangements designed to protect against fluctuations in currency values and/or

 
	
  

 	
  

 
	
  

 	
           (c)     other
 types of hedging agreements from time to time.

 


          “Issuer”
means (i) Harris N.A. and any other lender party to the Existing Credit
Agreement who issued an Existing Letter of Credit, (ii) Bank of Montreal,
Bank of America, N.A., and US Bank, National Association, and (iii) any other
Lender who agrees in writing to be an Issuer and is approved by the Required
Lenders and the Company as an issuer of Letters of Credit to a particular
Borrower or Borrowers hereunder or for use in a particular jurisdiction.


          “L/C Documents”
means the Letters of Credit, any draft or other document presented in
connection with a drawing thereunder, the Applications and this Agreement.


          “L/C Obligations”
means the aggregate undrawn face amounts of all outstanding Letters of Credit
and all unpaid Reimbursement Obligations.


          “L/C Sublimit”
means $175,000,000, as may be reduced pursuant to the terms hereof.


-61-





          “Lenders”
shall mean from time to time the parties hereto other than the Borrowers,
including any assignee pursuant to Section 11.18 hereof, and unless the
context requires otherwise, the Swing Line Lender.


          “Letter of
Credit” is defined in Section 1.3(a) hereof.


          “Leverage
Ratio” means, as of any time the same is to be
determined, the ratio of (x) Total Funded Debt minus Excess Cash as of such
date, to (y) Adjusted EBITDA for the period of twelve calendar months then
ending.


          “LIBOR”
means, for an Interest Period, (a) the LIBOR Index Rate for such Interest
Period, if such rate is available, and (b) if the LIBOR Index Rate cannot
be determined, the average rate of interest per annum (rounded upwards, if
necessary, to the nearest one hundred-thousandth of a percentage point) at
which deposits in the relevant currency in immediately available funds are
offered to the Agent at 11:00 a.m. (London, England time) two (2)
Business Days before the beginning of such Interest Period by major banks in
the interbank eurocurrency market for delivery on the first day of and for a
period equal to such Interest Period in an amount equal or comparable to the
principal amount of the Borrowing in such currency scheduled to be made by the
Agent. The Agent will provide the Company with evidence of such rate upon its
request.


          “LIBOR
Index Rate” means, for any Interest Period, the rate
per annum (rounded upwards, if necessary, to the next higher one
hundred-thousandth of a percentage point) for deposits in the relevant currency
for a period equal to such Interest Period, which appears on the LIBOR01 Page
(or any other appropriate page for the applicable currency) as of
11:00 a.m. (London, England time) on the day two (2) Business Days
before the commencement of such Interest Period.


          “LIBOR01
Page” means the display designated as “LIBOR01
Page” on the Reuters Service (or such other page as may replace the
LIBOR01 Page on that service or such other service as may be nominated by the
British Bankers’ Association as the information vendor for the purpose of
displaying British Bankers’ Association Interest Settlement Rates for deposits
in the relevant currency).


          “LIBOR
Quoted Rate” means, for any day, the rate per annum
equal to the quotient of (i) the rate per annum (rounded upwards, if
necessary, to the next higher one hundred-thousandth of a percentage point) for
deposits in the relevant currency for a one-month interest period which appears
on the LIBOR01 Page (or any other appropriate page for the applicable currency)
as of 11:00 a.m. (London, England time) on such day (or, if such day is
not a Business Day, on the immediately preceding Business Day) divided by
(ii) one (1) minus the Eurocurrency Reserve Percentage.


          “Lien”
means any mortgage, lien, pledge, charge, hypothec or security interest of any
kind or nature (whether fixed or floating or of any ambulatory or
non-crystallized nature or otherwise) in respect of any Property, including the
interest of a vendor or lessor under any conditional sale, Capital Lease or
other title retention arrangement.


-62-





          “Loan
Documents” means this Agreement, the Notes (if any),
the L/C Documents, the Guarantees and the Collateral Documents and each
other instrument or document to be delivered hereunder or thereunder or
otherwise in connection therewith.


          “Loans”
means and includes Domestic Rate Loans, Eurodollar Loans and Swing Loans.


          “Material
Adverse Effect” means, with respect to any act,
omission or occurrence, any of the following consequences in the reasonable
judgment of the Required Lenders:


	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (a)     the
 material impairment of the ability of the Company or of the Company and the
 Guarantors taken as a whole to pay or perform their obligations under or
 pursuant to the Loan Documents;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (b)     any
 material adverse change in the assets, liabilities, financial condition,
 operations or business prospects of the Company and its Restricted
 Subsidiaries taken as whole, or

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (c)     any
 material impairment in the right of the Company and its Restricted
 Subsidiaries taken as whole to carry on their business substantially as now
 conducted.

 


          “Material
Restricted Subsidiary” means, as of any date of
determination, any Restricted Subsidiary with a Net Worth at such time greater
than $10,000,000.


          “Net Cash
Proceeds” means, as applicable, (a) with respect
to any Disposition by a Person, cash and cash equivalent proceeds received by
or for such Person’s account, net of (i) reasonable direct costs relating
to such Disposition and (ii) sale, use or other transactional taxes paid
or payable by such Person as a direct result of such Disposition and
(b) with respect to any Event of Loss of a Person, cash and cash
equivalent proceeds received by or for such Person’s account (whether as a
result of payments made under any applicable insurance policy therefor or in
connection with condemnation proceedings or otherwise), net of reasonable
direct costs incurred in connection with the collection of such proceeds,
awards or other payments.


          “Net
Income” for any period means the net income of the
Company and the Restricted Subsidiaries for such period computed on a
consolidated basis in accordance with GAAP and, without limiting the foregoing,
after deduction from gross income of all expenses and provisions, including
provisions for taxes on or measured by income, but excluding any gains or
losses on the sale or other disposition of investments or fixed or capital
assets, any extraordinary gains and losses, the cumulative effect of accounting
changes (as that term is defined under GAAP) any taxes on such excluded gains,
and any tax deductions or credits on account of any such excluded losses.


          “Net
Interest Expense” means, for any period, Interest
Expense less all interest income received by the Company and its Restricted
Subsidiaries during such period, as determined on a consolidated basis in
accordance with GAAP.


-63-





          “Net Worth”
means, as of any time the same is to be determined, the total shareholders’
equity (including capital stock, additional paid-in-capital, warrants,
accumulated other comprehensive income (as defined under GAAP) and retained
earnings but after deducting treasury stock and, excluding minority interests
in Restricted Subsidiaries) which would appear on the balance sheet of the
Company and its Restricted Subsidiaries determined on a consolidated basis in
accordance with GAAP.


          “Notes”
means and includes the Revolving Credit Notes and the Swing Note.


          “Obligations”
shall mean any and all indebtedness, obligations and liabilities of the
Borrowers and any of them to the Lenders or any of them or the Agent or Issuers
now or hereafter arising hereunder or under any of the other Loan Documents.


          “OFAC”
means the United States Department of Treasury Office of Foreign Assets
Control.


          “OFAC
Event” means the event specified in
Section 7.9(c) hereof.


          “OFAC
Sanctions Programs” means all laws, regulations, and
Executive Orders administered by OFAC, including without limitation, the Bank
Secrecy Act, anti-money laundering laws (including, without limitation, the
Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (a/k/a the USA
Patriot Act)), and all economic and trade sanction programs administered by
OFAC, any and all similar United States federal laws, regulations or Executive
Orders, and any similar laws, regulators or orders adopted by any State within
the United States. 


          “OFAC SDN
List” means the list of the Specially Designated
Nationals and Blocked Persons maintained by OFAC.


          “PPSA”
means the Personal
Property Security Act in effect from time to time in each province
and territory of Canada (and the Civil Code of Quebec in the Province of
Quebec).


          “Participating
Member State” means each State so described in any EMU
Legislation.


          “Percentage”
means, for each Lender, the percentage of the
Commitments represented by such Lender’s Commitment or, if the Commitments have
been terminated, the percentage held by such Lender (including through
participation interests in L/C Obligations) of the aggregate principal
amount of all outstanding Obligations.


          “Performance
Guarantees” means, in respect of the Company or any of
the Restricted Subsidiaries, contingent obligations arising from the issuance
of performance guarantees, assurances, indemnities, bonds, letters of credit,
or similar agreements in the ordinary course of business in respect of the contracts
(other than contracts for Indebtedness for Borrowed Money) of the Company, any
Restricted Subsidiary, any Person in which the Company or a Restricted
Subsidiary has an equity interest.


-64-





          “Performance
Letters of Credit” means a Letter of Credit that, as
reasonably determined by the Agent, assures that the applicable Borrower will
fulfill a contractual non-financial obligation. 


          “Permitted
Acquisition” means any Acquisition with respect to
which all of the following conditions shall have been satisfied:


	
  

 	
  

 
	
  

 	
           (a)     the
 Acquired Business has its primary operations within the United States of
 America, Canada or Europe;

 
	
  

 	
  

 
	
  

 	
           (b)     the
 Acquired Business is in an Eligible Line of Business or, if such Acquired Business
 is not in an Eligible Line of Business, then the aggregate consideration
 (including as such consideration any indebtedness of the Acquired Business
 assumed or guaranteed by the Company or a Restricted Subsidiary) for such
 Acquired Business shall not exceed $250,000,000;

 
	
  

 	
  

 
	
  

 	
           (c)     the
 Acquisition shall not be a Hostile Acquisition;

 
	
  

 	
  

 
	
  

 	
           (d)     if
 the aggregate consideration for such Acquisition is greater than or equal to
 $25,000,000 (including as consideration all deferred payment obligations but
 excluding any related Earn-Out Obligations), the financial statements of the
 Acquired Business for the most recently completed fiscal year of such
 Acquired Business shall have been audited or reviewed by one of the “Big Four”
 accounting firms or by another independent accounting firm of national or
 regional repute or otherwise reasonably satisfactory to the Agent, or if such
 financial statements have not been audited by such an accounting firm,
 (i) such financial statements shall have been approved by the Agent and
 (ii) the Acquired Business has undergone a successful so called
 businessman’s review by one of the “Big Four” accounting firms as part of
 the Company’s due diligence on the Acquisition;

 
	
  

 	
  

 
	
  

 	
           (e)     if
 the aggregate consideration (including as such consideration any indebtedness
 of the Acquired Business assumed or guaranteed by the Company or a Restricted
 Subsidiary) for such Acquisition is greater than or equal to $25,000,000
 (including as consideration all deferred payment obligations and a reasonable
 estimate (satisfactory to the Agent) of any related Earn-Out Obligations),
 after giving effect to the Acquisition the Borrowers shall have Unused
 Commitments of not less than $100,000,000; and

 
	
  

 	
  

 
	
  

 	
           (f)     after
 giving effect to the Acquisition, no Default or Event of Default shall exist,
 including with respect to the covenants contained in Sections 7.6, 7.7,
 7.8 and 7.9 hereof on a pro forma basis.

 


          “Person”
shall mean any person, firm, corporation, limited liability company,
partnership, joint venture or other entity.


-65-





          “Property”
shall mean, as to any Person, all types of real, personal, tangible, intangible
or mixed property owned by such Person whether or not included in the most
recent balance sheet of such Person and its subsidiaries under GAAP.


          “Quoted
Rate” is defined in Section 1.8(d) hereof.


          “Refunding
Borrowing” is defined in Section 1.4(a) hereof.


          “Required
Lenders” shall mean at any time Lenders whose
Commitments aggregate more than 50%.


          “Restricted
Payments” is defined in Section 7.16 hereof.


          “Restricted
Subsidiaries” means those Subsidiaries designated as
such on Schedule 5.2 hereof and all other Subsidiaries becoming Restricted
Subsidiaries pursuant hereto. Any corporation or other entity which is a
Subsidiary but which is not organized under the laws of, and conducts business
primarily in a jurisdiction which is not part of, a State of the United States,
the District of Columbia, the Commonwealth of Puerto Rico, Canada or a province
thereof or the United Kingdom is not a Restricted Subsidiary.


          “Revolving
Credit” means the credit facility for making Revolving Loans and Swing Loans and issuing Letters of Credit as set forth herein.


          “Revolving
Credit Notes” is defined in Section 3.8 hereof.


          “Revolving
Loans” is defined in Section 1.2 hereof.


          “Side
Letter” means that certain letter dated
February 4, 2010 from the Company to the Agent, as the same may be
supplemented or amended from time to time.


          “Strategic
Ventures” means joint ventures, limited liability
companies, partnerships, corporations or similar pooling of efforts entered
into for the purpose of expanding the mechanical, electrical and/or facilities
services or natural extensions thereof, businesses of the Company or any
Restricted Subsidiary or entering or expanding a business related to such
businesses and includes Restricted Subsidiaries that are not Guarantors.


          “Sublimits”
is defined in Section 1.1 hereof.


          “Subsidiary”
means, as to any particular parent corporation or other entity, any other entity
at least 50.1% of the outstanding Voting Stock of which is at the time directly
or indirectly owned by such parent corporation or limited liability company or
by any one or more other corporations or limited liability companies or other
entities which are themselves subsidiaries of such parent corporation or
limited liability company.


          “Swing
Line” means the credit facility for making one or more
Swing Loans described in Section 1.8 hereof.


          “Swing Line
Lender” means Bank of Montreal, acting in its capacity
as the Lender of Swing Loans hereunder, or any successor Lender acting in such
capacity appointed pursuant to Section 11.17 hereof.


-66-





          “Swing Line
Sublimit” means $35,000,000, as reduced pursuant to
the terms hereof.


          “Swing
Loan” and “Swing Loans” each is defined in
Section 1.8 hereof.


          “Term Loan
Agreement” means that certain Term Loan Agreement
dated as of September 19, 2007 by and among the Company, the Lenders party
thereto and the Term Loan Agent.


          “Termination
Date” means the date that is three (3) years from the
Closing Date or such earlier date on which the Commitments are terminated in
whole pursuant to Sections 3.5, 3.6, 8.2 or 8.3 hereof.


          “Third
Stage” means third stage of European economic and
monetary union pursuant to the Treaty on European Union.


          “Total
Funded Debt” means, at any time the same is to be
determined, the aggregate of all Indebtedness for Borrowed Money of the Company
and its Restricted Subsidiaries at such time, including all Indebtedness for
Borrowed Money of any other Person which is directly or indirectly guaranteed
by the Company or any of its Restricted Subsidiaries or which the Company or
any of its Restricted Subsidiaries has agreed (contingently or otherwise) to
purchase or otherwise acquire or in respect of which the Company or any of its
Restricted Subsidiaries has otherwise assured a creditor against loss, it being
understood that pursuant to Section 9.4 hereof, Total Funded Debt shall not
include Indebtedness for Borrowed Money relating to Capital Leases as permitted
by Section 7.10(o) hereof unless the parties agree to accommodate a change
in GAAP.


          “Treaty on
European Union” means the Treaty of Rome of
March 25, 1957, as amended by the Single European Act of 1986 and the
Maastricht Treaty (which was signed at Maastricht on February 7, 1992, and
came into force on November 1, 1993, as amended from time to time).


          “U.K. Borrowers”
means and includes EMCOR UK and such other Restricted Subsidiaries organized
under the laws of the United Kingdom as may from time to time be designated as
such in writing by the Company and approved as such in writing by all Lenders
(but subject to such conditions and limitations as either the Company or the
Lenders may impose).


          “U.K. Subsidiaries”
means the U.K. Borrowers and such other
Subsidiaries organized under the laws of the United Kingdom.


          “U.S. Borrowers”
mean the Company and such other Restricted
Subsidiaries organized under the laws of the United States of America as may
from time to time be designated as such in writing by the Company and approved
as such in writing by all Lenders (but subject to such conditions and
limitations as either the Company or Lenders may impose).


          “U.S. Dollars”
or “$”
means lawful currency of the United States of America.


-67-





          “U.S. Dollar
Equivalent” means the amount of U.S. Dollars
which would be realized by converting an Alternative Currency into
U.S. Dollars in the spot market at the exchange rate quoted by the Agent,
at approximately 11:00 a.m. (London time) on the date on which a
computation thereof is to be made, to major banks in the interbank foreign
exchange market for the purchase of U.S. Dollars for such Alternative
Currency.


          “U.S. Subsidiaries”
means the Subsidiaries of the Company organized under the laws of a state of
the United States of America or under the laws of the District of Columbia as
may from time to time be designated as such in writing by the Company and
approved as such in writing by all Lenders (but subject to such conditions and
limitations as either the Company or Lenders may impose).


          “Unrestricted
Subsidiaries” means those Subsidiaries designated as
such on Schedule 5.2 hereof.


          “Unused
Commitments” means, at any time, the difference
between the Commitments then in effect and the aggregate outstanding principal
amount of Revolving Loans and L/C Obligations.


          “Voting
Stock” of any Person means capital stock or other
equity interests of any class or classes (however designated) having ordinary
power for the election of directors of such Person, other than stock having
such power only by reason of the happening of a contingency.


          “Welfare
Plan” means a “welfare plan” as defined in
Section 3(l) of ERISA.


          “Wholly-Owned
Subsidiary” means a Subsidiary of which all of the
issued and outstanding shares of capital stock (other than directors’
qualifying shares as required by law and other than shares held by others for
licensing purposes) or other equity interests are owned by the Company and/or
one or more wholly-owned subsidiaries within the meaning of this definition.


       Section 9.2.     Interpretation.
The foregoing definitions are equally applicable to both the singular and
plural forms of the terms defined. The words “hereof”, “herein”,
and “hereunder”
and words of like import when used in this Agreement shall refer to
this Agreement as a whole and not to any particular provision of this
Agreement. All references to time of day herein are references to Chicago,
Illinois time unless otherwise specifically provided. Where the character or
amount of any asset or liability or item of income or expense is required to be
determined or any consolidation or other accounting computation is required to
be made for the purposes of this Agreement, it shall be done in accordance with
GAAP except where such principles are inconsistent with the specific provisions
of this Agreement.


       Section 9.3.     Capital
Stock. All references in this Agreement to “capital
stock” shall be deemed to include a reference to shares and all
references to “stockholders” shall be deemed to include references to
shareholders (where appropriate).


       Section 9.4.     Change in Accounting
Principles. If, after the date of this Agreement,
there shall occur any change in GAAP from those used in the preparation of the
financial statements


-68-





referred to in Section 5.5 hereof and such change shall result in
a change in the method of calculation of any financial covenant, standard or
term found in this Agreement, either the Borrowers or the Required Lenders may
by notice to the Lenders and the Borrowers, respectively, require that the
Lenders and the Borrowers negotiate in good faith to amend such covenants,
standards, and terms so as equitably to reflect such change in accounting
principles, with the desired result being that the criteria for evaluating the
financial condition of the Borrowers and its Subsidiaries shall be the same as
if such change had not been made (it being understood that the refusal by the
Company to pay a fee in connection with an amendment to the financial covenants
resulting solely from a change in GAAP pursuant to this Section 9.4 shall not
be deemed to be in bad faith). No delay by the Borrowers or the Required
Lenders in requiring such negotiation shall limit their right to so require
such a negotiation at any time after such a change in accounting principles.
Until any such covenant, standard, or term is amended in accordance with this
Section 9.4, such covenants, standard or terms shall be computed and
determined in accordance with GAAP in effect prior to such change in accounting
principles. Without limiting the generality of the foregoing, the Borrowers
shall neither be deemed to be in compliance with any financial covenant
hereunder nor out of compliance with any financial covenant hereunder if such
state of compliance or noncompliance, as the case may be, would not exist but
for the occurrence of a change in accounting principles after the date hereof.


SECTION 10.          THE
AGENT AND THE ISSUERS.


       Section 10.1.     Appointment
and Authorization. Each Lender hereby appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers hereunder and under the other Loan Documents as are designated to
the Agent by the terms hereof and thereof together with such powers as are
reasonably incidental thereto. The Lenders acknowledge and agree that the Agent
and the Issuers are not a trustee or other fiduciary for them. The Agent or an
Issuer may resign at any time by sending twenty (20) days prior written notice
to the Borrowers and the Lenders and may be removed by the Required Lenders
upon twenty (20) days prior written notice to the Borrowers and the Lenders. In
the event of any such resignation or removal, the Required Lenders may appoint
a new agent or issuer, with the consent of the Borrowers (which consent shall
not be required if any Default or Event of Default has occurred and is
continuing and which consent, if required, shall not be unreasonably withheld),
which shall succeed to all the rights, powers and duties of the Agent or
applicable Issuer (but only as to Letters of Credit issued by the new Issuer)
hereunder and under the other Loan Documents. Any resigning or removed Agent or
Issuer shall be entitled to the benefit of all the protective provisions hereof
with respect to its acts as an agent or issuer hereunder, but no successor
Agent or Issuer shall in any event be liable or responsible for any actions of
its predecessor. If the Agent resigns or is removed and no successor is
appointed, the rights and obligations of such Agent shall be automatically
assumed by the Required Lenders and (i) the Borrowers and Guarantors shall
be directed to make all payments due each Lender hereunder directly to such
Lender and (ii) the Agent’s rights in the Collateral Documents shall be
assigned without representation, recourse or warranty to the Lenders as their
interests may appear. Each Lender hereby appoints Bank of Montreal as
Collateral Agent.


       Section 10.2.     Rights
as a Lender. The Agent and the Issuers have and
reserve all of the rights, powers and duties hereunder and under the other Loan
Documents as any Lender may 


-69-





have and may exercise the same as though they were not the Agent or an
Issuer and the terms “Lender” or “Lenders” as used herein and
in all of such documents shall, unless the context otherwise expressly
indicates, include the Agent and Issuers in their individual capacities as
Lender.


       Section 10.3.     Standard
of Care. The Lenders
acknowledge that they have received and approved copies of the Loan Documents
and such other information and documents concerning the transactions
contemplated and financed hereby as they have requested to receive and/or
review. The Agent and the Issuers make no representations or warranties of any
kind or character to the Lenders with respect to the validity, enforceability, genuineness,
perfection, value, worth or collectibility hereof or of the Revolving Credit
Notes or any of the other Obligations or of any of the other Loan Documents or
of the Liens provided for thereby or of any other documents called for hereby
or thereby or of the Collateral. The Agent need not verify the worth or
existence of the Collateral. Neither the Agent nor the Issuers nor any
director, officer, employee, agent or representative thereof (including any
security trustee therefor) shall in any event be liable for any clerical errors
or errors in judgment, inadvertence or oversight, or for action taken or
omitted to be taken by it or them hereunder or under the other Loan Documents
or in connection herewith or therewith except to the extent the same is solely
a result of its or their own gross negligence or willful misconduct as
determined by a final, non-appealable judgment of a court of competent
jurisdiction. The Agent and the Issuers shall incur no liability under or in
respect of this Agreement or the other Loan Documents by acting upon any
notice, certificate, warranty, instruction or statement (oral or written) of
anyone (including anyone in good faith believed by them to be authorized to act
on behalf of any Borrower), unless they have actual knowledge of the
untruthfulness of same. The Agent and the Issuers may execute any of their
duties hereunder by or through employees, agents, and attorneys-in-fact and
shall not be answerable to the Lenders for the default or misconduct of any
such agents or attorneys-in-fact selected with reasonable care. The Agent and
the Issuers shall be entitled to advice of counsel concerning all matters
pertaining to the agencies hereby created and their duties hereunder, and shall
incur no liability to anyone and be fully protected in acting upon the advice
of such counsel. The Agent and the Issuers shall be entitled to assume that no
Default or Event of Default exists unless notified to the contrary by a Lender.
The Agent and the Issuers shall in all events be fully protected in acting or
failing to act in accord with the instructions of the Required Lenders. Upon
the occurrence of an Event of Default hereunder, the Agent shall take such
action with respect to the enforcement of the Liens on the Collateral and the
preservation and protection thereof as it shall be directed to take by the
Required Lenders but unless and until the Required Lenders have given such
direction the Agent shall take or refrain from taking such actions as it deems
appropriate and in the best interest of all Lenders. The Agent shall in all
cases be fully justified in failing or refusing to act hereunder and under the
other Loan Documents unless it shall be indemnified to its satisfaction by the
Lenders against any and all liability and expense which may be incurred by the
Agent by reason of taking or continuing to take any such action. The Agent may
treat the owner of any Revolving Credit Note as the holder thereof until
written notice of transfer shall have been filed with the Agent signed by such
owner in form satisfactory to the Agent. Each Lender acknowledges that it has
independently and without reliance on the Agent, the Issuers or any other
Lender and based upon such information, investigations and inquiries as it
deems appropriate made its own credit analysis and decision to extend credit to
the Borrowers. It shall be the responsibility of each Lender to keep itself
informed as to the


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creditworthiness of the Borrowers and the Guarantors and the Agent and
Issuers shall have no liability to any Lender with respect thereto.


       Section 10.4.     Costs
and Expenses. Each Lender agrees to reimburse the
Agent and the Issuers for all costs and expenses suffered or incurred by them
or any security trustee in performing their duties hereunder and under the
other Loan Documents, or in the exercise of any right or power imposed or
conferred upon them hereby or thereby, to the extent that they are not promptly
reimbursed for same by the Borrowers or out of the Collateral, all such costs
and expenses to be borne by the Lenders ratably in accordance with the amounts
of their respective Commitments.


       Section 10.5.     Indemnity.
The Lenders shall ratably indemnify and hold the Agent, the Issuers and their
directors, officers, employees, agents, representatives or attorneys-in-fact
(including as such any security trustee therefor), harmless from and against
any liabilities, losses, costs or expenses suffered or incurred by them
hereunder or under the other Loan Documents or in connection with the
transactions contemplated hereby or thereby, regardless of when asserted or
arising, except to the extent they are promptly reimbursed for the same by the
Borrowers or out of the Collateral and except to the extent that any event
giving rise to a claim was caused solely by the gross negligence or willful
misconduct of the party seeking to be indemnified as determined by a final,
non-appealable judgment of a court of competent jurisdiction.


       Section 10.6.     Quebec
Matters. For the purposes of any Collateral Documents
to be granted by any one or more of the Borrowers in favor of the Agent to the
extent that such Collateral Documents will be governed by the laws of the
Province of Quebec, the Agent shall be the holder of an irrevocable power of
attorney for all present and future Lenders. Any future Lender under the Credit
Agreement, by the execution of an Assignment and Acceptance Agreement in
accordance with the provisions of Section 11.17, shall be deemed to have
irrevocably ratified the power of attorney granted to the Agent in the
immediately proceeding sentence. The Lenders and the Borrowers agree that
notwithstanding Section 32 of the Act respecting the Special Powers of Legal Persons (Quebec),
the Agent may, as the Person holding the power of attorney of the Lenders,
acquire any debentures or other title of indebtedness secured by any hypothec
granted by any one or more of the Borrowers to the Agent pursuant to the laws
of the Province of Quebec.


       Section 10.7.     Conflict. In
the event of a conflict between the provisions of this Section 10 and the
provisions of any Collateral Document regarding the rights, duties and
obligations of the Agent, the provisions of this Section 10 shall govern.


       Section 10.8.     Hedging
Liability. By virtue of a Lender’s execution of this
Agreement or an Assignment and Acceptance pursuant to Section 11.17
hereof, as the case may be, any Affiliate of such Lender with whom any Borrower
or any Subsidiary has entered into an agreement creating Hedging Liability
shall be deemed a Lender party hereto for purposes of any reference in a Loan
Document to the parties for whom the Agent is acting, it being understood and
agreed that the rights and benefits of such Affiliate under the Loan Documents
consist exclusively of such Affiliate’s right to share in payments and
collections out of the Collateral and the Guarantees as more fully set forth in
Section 3.7 hereof. In connection with any such


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distribution of payments and collections, the Agent shall be entitled
to assume no amounts are due to any Lender or its Affiliate with respect to
Hedging Liability unless such Lender has notified the Agent in writing of the
amount of any such liability owed to it or its Affiliate prior to such distribution.


       Section 10.9.     Designation
of Additional Agents. The Agent shall have the
continuing right, with the consent of the Company (such consent not to be
unreasonably withheld or delayed) for purposes hereof, at any time and from
time to time to designate one or more of the Lenders (and/or its or their
Affiliates) as “syndication agents,” “documentation agents,” “arrangers,” or
other designations for purposes hereto, but such designation shall have no
substantive effect, and such Lenders and their Affiliates shall have no
additional powers, duties or responsibilities as a result thereof.


       Section 10.10.     Authorization
to Release or Subordinate or Limit Liens. The Agent is hereby
irrevocably authorized by each of the Lenders to (a) release any Lien
covering any Collateral that is sold, transferred, or otherwise disposed of in
accordance with the terms and conditions of this Agreement and the relevant
Collateral Documents (including a sale, transfer, or disposition permitted by
the terms of Section 7.14 hereof or which has otherwise been consented to
in accordance with Section 11.4 hereof), (b) release or subordinate
any Lien on Collateral consisting of goods financed with purchase money
indebtedness or under a Capital Lease to the extent such purchase money
indebtedness or Capitalized Lease Obligation, and the Lien securing the same,
are permitted by Sections 7.10(h) and 7.11(e) hereof, and (c) reduce
or limit the amount of the indebtedness secured by any particular item of
Collateral to an amount not less than the estimated value thereof to the extent
necessary to reduce mortgage registry, filing and similar tax.


       Section 10.11.     Authorization
to Enter into, and Enforcement of, the Collateral Documents.
Each of the Agent and the Collateral Agent is hereby irrevocably authorized by
each of the Lenders to execute and deliver the Collateral Documents on behalf
of each of the Lenders and their Affiliates and to take such action and
exercise such powers under the Collateral Documents as the Agent or Collateral
Agent, as applicable, considers appropriate, provided that neither the
Agent nor Collateral Agent shall amend the Collateral Documents unless such
amendment is agreed to in writing by the Required Lenders. Each Lender
acknowledges and agrees that it will be bound by the terms and conditions of
the Collateral Documents upon the execution and delivery thereof by the Agent
and/or the Collateral Agent, as applicable. Except as otherwise specifically
provided for herein, no Lender (or its Affiliates) other than the Collateral
Agent shall have the right to institute any suit, action or proceeding in
equity or at law for the foreclosure or other realization upon any Collateral
or for the execution of any trust or power in respect of the Collateral or for
the appointment of a receiver or for the enforcement of any other remedy under
the Collateral Documents; it being understood and intended that no one or more
of the Lenders (or their Affiliates) shall have any right in any manner
whatsoever to affect, disturb or prejudice the Lien of the Collateral Agent (or
any security trustee therefor) under the Collateral Documents by its or their
action or to enforce any right thereunder, and that all proceedings at law or
in equity shall be instituted, had, and maintained by the Collateral Agent (or
its security trustee) in the manner provided for in the relevant Collateral
Documents for the benefit of the Lenders and their Affiliates.


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SECTION 11.     MISCELLANEOUS.


       Section 11.1.     Withholding
Taxes. (a) Payments Free of Withholding. Except as
otherwise required by law and subject to Section 11.1(b) hereof, each
payment by each Borrower and each Guarantor under this Agreement or the other
Loan Documents shall be made without withholding for or on account of any
present or future taxes (other than overall net income taxes (but not
withholdings) on the recipient imposed by a jurisdiction where it is domiciled
or has an established place of business) imposed by or within the jurisdiction
in which such Borrower or such Guarantor is domiciled, any jurisdiction from
which such Borrower or such Guarantor makes any payment, or (in each case) any
political subdivision or taxing authority thereof or therein. If any such
withholding is so required, the Borrower or relevant Guarantor shall make the
withholding, pay the amount withheld to the appropriate governmental authority
before penalties attach thereto or interest accrues thereon and forthwith pay
such additional amount as may be necessary to ensure that the net amount
actually received by each Lender and the Agent free and clear of such taxes
(including such taxes on such additional amount) is equal to the amount which
that Lender or the Agent (as the case may be) would have received had such
withholding not been made. If the Agent or any Lender pays any amount in
respect of any such taxes, penalties or interest (including without limitation,
for the avoidance of doubt, any taxes, penalties or interest attributable to
any amounts reimbursed pursuant to the provisions hereof) the Borrowers shall
reimburse the Agent or that Lender for that payment on demand in the currency
in which such payment was made. If the Borrowers or any Guarantor pay any such
taxes, penalties or interest, they shall deliver official tax receipts
evidencing that payment or certified copies thereof to the Lender or Agent on
whose account such withholding was made (with a copy to the Agent if not the
recipient of the original) on or before the thirtieth day after payment. If any
Lender or the Agent determines it has received or been granted a credit against
or relief or remission for, or repayment of, any taxes paid or payable by it
because of any taxes, penalties or interest paid by the Borrowers or any
Guarantor and evidenced by such a tax receipt, such Lender or Agent shall, to
the extent it can do so without prejudice to the retention of the amount of
such credit, relief, remission or repayment, pay to the Borrowers or such
Guarantor as applicable, such amount as such Lender or Agent reasonably
determines is attributable to such deduction or withholding and which will
leave such Lender or Agent (after such payment) in no better or worse position
than it would have been in if the Borrowers or Guarantors had not been required
to make such deduction or withholding. Nothing in this Agreement shall
interfere with the right of each Lender and the Agent to arrange its tax
affairs in whatever manner it thinks fit nor oblige any Lender or the Agent to
disclose any information relating to its tax affairs or any computations in
connection with such taxes.


          (b)     U.S. Withholding Tax Exemptions. Each
Lender that is not a United States person (as such term is defined in
Section 7701(a)(30) of the Code) shall submit to the Borrowers and the
Agent on or before the earlier of the date the initial Borrowing is made
hereunder and thirty (30) days after the date hereof, two duly completed and
signed copies of either Form W8-BEN (relating to such Lender and entitling
it to a complete exemption from withholding under the Code on all amounts to be
received by such Lender, including fees, pursuant to the Loan Documents and the
Revolving Loans) or Form W8-ECI (relating to all amounts to be received by such
Lender, including fees, pursuant to the Loan Documents and the Revolving Loans)
of the United States Internal Revenue Service. Thereafter and from time to
time, each Lender shall


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submit to the Borrowers and the Agent such additional duly completed
and signed copies of one or the other of such Forms (or such successor forms as
shall be adopted from time to time by the relevant United States taxing
authorities) as may be (i) requested by the Company in a written notice,
directly or through the Agent, to such Lender and (ii) required under
then-current United States law or regulations to avoid or reduce United States
withholding taxes on payments in respect of all amounts to be received by such
Lender, including fees, pursuant to the Loan Documents or the Revolving Loans.
Notwithstanding the foregoing, (i) a Lender which becomes a Lender after
the date hereof shall not be required to submit a Form W8-BEN or Form
W8-ECI until the date it becomes a Lender; and (ii) a Lender shall have no
obligations to provide either such Form (or successor form) subsequent to the
date it becomes a Lender if such Lender is excused from doing so pursuant to
Section 11.1(c).


          (c)     Inability of
Lender to Submit Forms. If any Lender determines, as a result of any
change in applicable law, regulation or treaty, or in any official application
or interpretation thereof, that it is unable to submit to the Borrowers or
Agent any form or certificate that such Lender is obligated to submit pursuant
to subsection (b) of this Section 11.1 or that such Lender is
required to withdraw or cancel any such form or certificate previously
submitted or any such form or certificate otherwise becomes ineffective or
inaccurate, such Lender shall promptly notify the Company and the Agent of such
fact and the Lender shall to that extent not be obligated to provide any such
form or certificate and will be entitled to withdraw or cancel any affected
form or certificate, as applicable. If any Lender can avoid the effect of any
such change in law, regulation or treaty or in the application or
interpretation thereof, whether by changing its lending office or otherwise, it
undertakes to do so if the same can be accomplished without disadvantage to it.
If some, but not all, of the Lenders are affected by a change of the type
described herein, such Lender agrees that it will at the request of the Company
assign its Obligations to another Lender under and pursuant to the conditions
set forth in Section 11.17 hereof.


       Section 11.2.     Holidays.
If any payment of principal or interest on any of the Revolving Credit Notes or
any fees shall fall due on a Saturday, Sunday or on another day which is a
legal holiday for lenders in the State of Illinois, (i) interest at the
rates such Notes bear for the period prior to maturity shall continue to accrue
on such principal from the stated due date thereof to and including the next
succeeding Business Day and (ii) such principal, interest and fees shall
be payable on such succeeding Business Day.


       Section 11.3.     No
Waiver, Cumulative Remedies. No delay or
failure on the part of the Agent, any Issuer or any Lender or on the part of
the Agent, any Issuer or any holder of any of the Obligations in the exercise
of any power or right shall operate as a waiver thereof, nor as an acquiescence
in any default nor shall any single or partial exercise of any power or right
preclude any other or further exercise of any other power or right. The rights
and remedies hereunder of the Agent, the Issuers, Lenders and of the holders of
any of the Obligations are cumulative to, and not exclusive of, any rights or
remedies which any of them would otherwise have.


       Section 11.4.     Amendments.
Any provision of this Agreement or the other Loan
Documents may be amended or waived if, but only if, such amendment or waiver is
in writing and is signed by (a) the Borrowers, (b) the Required
Lenders, and (c) if the rights or duties of the


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Agent, an Issuer or Swing Line Lender are affected thereby, the Agent,
such Issuer or Swing Line Lender, as applicable; provided that:


	
  

 	
  

 
	
  

 	
           (i)     no
 amendment or waiver pursuant to this Section 11.4 shall
 (A) increase any Commitment of any Lender without the consent of such
 Lender or (B) reduce the amount of or postpone the date for any
 scheduled payment of any principal of (excluding any mandatory prepayments
 set forth in Section 3.5 hereof) or interest on any Loan or of any
 Reimbursement Obligation or of any fee payable hereunder without the consent
 of the Lender to which such payment is owing or which has committed to make
 such Loan or Letter of Credit (or participate therein) hereunder; and

 
	
  

 	
  

 
	
  

 	
           (ii)     no
 amendment or waiver pursuant to this Section 11.4 shall, unless signed
 by each Lender, change the definitions of Termination Date or Required
 Lenders, change the provisions of this Section 11.4, amend the
 application of proceeds provisions set forth in the second paragraph of Section
 3.7 hereof, release any material guarantor or all or substantially all of the
 Collateral (except as otherwise provided for in the Loan Documents), or
 affect the number of Lenders required to take any action hereunder or under
 any other Loan Document.

 


     Section 11.5.     Costs
and Expenses. The Borrowers agree to pay on demand all
reasonable costs and expenses of the Agent in connection with the negotiation,
preparation, execution, delivery, recording or filing or release of the Loan
Documents or in connection with any consents hereunder or thereunder or waivers
or amendments hereto or thereto or assignments pursuant hereto, including the
reasonable fees and expenses of counsel for the Agent with respect to all of
the foregoing, and all recording, filing, insurance or other fees, costs and
taxes incident to perfecting a Lien upon the collateral security for the
Revolving Credit Notes and the other Obligations, and all reasonable costs and
expenses (including reasonable attorneys’ fees) incurred by the Agent, the
Issuers, the Lenders or any other holders of the Obligations in connection with
any Default or Event of Default or in connection with the enforcement of the
Loan Documents, and all reasonable costs, fees and taxes of the types
enumerated above incurred in supplementing (and recording or filing supplements
to) the Collateral Documents in connection with assignments contemplated by
Section 11.17 hereof if counsel to the Agent believes such supplements to
be appropriate or desirable. The Borrowers agree to indemnify and save the
Lenders, the Issuers, the Agent and any of their respective Affiliates,
officers, directors, agents or employees and any security trustee for the Agent
or the Lenders harmless from any and all liabilities, losses, reasonable costs
and reasonable expenses incurred by the Lenders, the Issuers or the Agent or
any of their respective Affiliates, officers, directors, agents or employees in
connection with any action, suit or proceeding brought against the Agent, or
the Issuers, any security trustee or any Lender or any of their respective
Affiliates, officers, directors, agents or employees by any Person which arises
out of the transactions contemplated or financed by any of the Loan Documents
or out of any action or inaction by the Agent, any security trustee or any
Lender thereunder or any of their respective Affiliates, officers, directors,
agents or employees, except for liabilities, losses, costs and expenses (x)
caused by the gross negligence or willful misconduct of the party seeking to be
indemnified or (y) incurred by such Affiliate to the extent any such liability,
loss, cost or expense does not directly relate to or arise from the
transactions


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contemplated by the Loan Documents. The provisions of this
Section 11.5 and the protective provisions of Section 2 hereof shall
survive payment of the Obligations.


     Section 11.6.     Stamp
Taxes. The Borrowers agree that they will pay any
documentary, stamp or similar taxes payable in respect to this Agreement or any
other Loan Document, including interest and penalties, in the event any such
taxes are assessed, irrespective of when such assessment is made and whether or
not any credit to it is then in use or available.


     Section 11.7.     Survival
of Representations and Indemnities. All
representations and warranties made herein or in any of the other Loan
Documents or in certificates given pursuant hereto or thereto shall survive the
execution and delivery of this Agreement and the other Loan Documents, and
shall continue in full force and effect with respect to the date as of which
they were made as long as any credit is in use or available hereunder. All
indemnities and other provisions relative to reimbursement to the Agent, the
Issuers and the Lenders of amounts sufficient to protect the yield of the
Agent, the Issuers and the Lenders with respect to the Loans and Letters of
Credit, shall survive the termination of this Agreement and the payment of the
Obligations.


     Section 11.8.     Construction.
The parties hereto acknowledge and agree that this Agreement shall not be
construed more favorably in favor of one than the other based upon which party
drafted the same, it being acknowledged that all parties hereto contributed
substantially to the negotiation and preparation of this Agreement.


     Section 11.9.     Addresses
for Notices. Unless specifically provided otherwise
hereunder, all communications provided for herein shall be in writing and shall
be deemed to have been given or made when served personally or three days after
being deposited in the United States mail addressed, if to any Borrower, in
each case to such Borrower in care of the Company at 301 Merritt Seven
Corporate Park, Norwalk, Connecticut 06851, Attention: Chairman of the Board,
and if to the Lenders at their addresses as shown on the Administrative
Questionnaire delivered to the Agent, or at such other address as shall be
designated by any party hereto in a written notice given to each party pursuant
to this Section 11.9.


     Section
11.10.     Obligations Several.
The obligations of the Lenders hereunder are several and not joint. Nothing
contained in this Agreement and no action taken by the Lenders pursuant hereto
shall be deemed to constitute the Lenders a partnership, association, joint
venture or other entity.


     Section 11.11.     Headings.
Article and Section headings used in this Agreement are for convenience of
reference only and are not a part of this Agreement for any other purpose.


     Section 11.12.     Severability
of Provisions. Any provision of this Agreement which
is unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such unenforceability without invalidating the
remaining provisions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction. All rights, remedies and powers provided
in this Agreement and other Loan Documents may be exercised only to the extent
that the exercise thereof does not violate any applicable mandatory provisions
of law, and all the


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provisions of this Agreement and other Loan Documents are intended to
be subject to all applicable mandatory provisions of law which may be
controlling and to be limited to the extent necessary so that they will not
render this Agreement or other Loan Documents invalid or unenforceable.


     Section 11.13.     Counterparts.
This Agreement may be executed in any number of counterparts, and by different
parties hereto on separate counterparts, and all such counterparts taken
together shall be deemed to constitute one and the same instrument.


     Section 11.14.     Binding
Nature and Governing Law. This Agreement shall be
binding upon the Borrowers and their successors and assigns, and shall inure to
the benefit of the Lenders and the benefit of their successors and assigns,
including any subsequent holder of an interest of the Revolving Credit Notes.
This Agreement and the rights and duties of the parties hereto shall be
construed and determined in accordance with, and shall be governed by the internal
laws of the State of Illinois without regard to principles of conflicts of law.
No Borrower may assign its rights or obligations hereunder without the written
consent of all of the Lenders.


     Section 11.15.     Entire
Understanding. This Agreement, together with the other
Loan Documents and any agreements between the Company and the Agent concerning
fees, constitute the entire understanding of the parties with respect to the
subject matter hereof and any prior agreements, whether written or oral, with
respect thereto are superseded hereby.


     Section 11.16.     Participations.
Each Lender shall have the right at its own cost to grant participations (to be
evidenced by one or more agreements or certificates of participation) in the
Loans made and Reimbursement Obligations and/or Commitments held by such Lender
at any time and from time to time to one or more other Persons; provided that
no such participation shall relieve any Lender of any of its obligations under
this Agreement, and, provided, further that no such participant shall have any
rights under this Agreement except as provided in this Section, and the Agent
shall have no obligation or responsibility to such participant. Any agreement
pursuant to which such participation is granted shall provide that the granting
Lender shall retain the sole right and responsibility to enforce the
obligations of the Borrowers under this Agreement and the other Loan Documents
including, without limitation, the right to approve any amendment, modification
or waiver of any provision of the Loan Documents, except that such agreement
may provide that such Lender will not agree to any modification, amendment or
waiver of the Loan Documents that would reduce the amount of or postpone any
fixed date for payment of any Obligation in which such participant has an
interest. Any party to which such a participation has been granted shall have
the benefits of Section 2.5 and Section 2.8 hereof.


     Section 11.17.     Assignments.
(a) Any Lender may at any time assign to one or more Eligible Assignees
all or a portion of such Lender’s rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans at the time owing
to it); provided
that any such assignment shall be subject to the following conditions:


	
  

 	
  

 
	
  

 	
           (i)     Minimum
 Amounts. (A) In the case of an assignment of the entire
 remaining amount of the assigning Lender’s Commitment and the Loans and
 participation interest in L/C Obligations at the time owing to it or in
 the case of an

 


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 assignment to a Lender, an Affiliate of a Lender or an Approved Fund,
 no minimum amount need be assigned; and (B) in any case not described in
 subsection (a)(i)(A) of this Section, the aggregate amount of the Commitment
 (which for this purpose includes Loans and participation interest in
 L/C Obligations outstanding thereunder) or, if the applicable Commitment
 is not then in effect, the principal outstanding balance of the Loans and
 participation interest in L/C Obligations of the assigning Lender
 subject to each such assignment (determined as of the date the Assignment and
 Acceptance with respect to such assignment is delivered to the Agent or, if
 “Effective Date” is specified in the Assignment and Acceptance, as of the
 Effective Date) shall not be less than $10,000,000, unless each of the Agent
 and, so long as no Event of Default has occurred and is continuing, the
 Company otherwise consents (each such consent not to be unreasonably withheld
 or delayed);

 
	
  

 	
  

 
	
  

 	
           (ii)     Proportionate
 Amounts. Each partial assignment shall be made as an assignment of
 a proportionate part of all the assigning Lender’s rights and obligations
 under this Agreement with respect to the Loan or the Commitment assigned,
 except that this clause (ii) shall not prohibit any Lender from
 assigning all or a portion of its rights and obligations among separate
 Credits on a non-pro rata basis.

 
	
  

 	
  

 
	
  

 	
           (iii)     Required
 Consents. No consent shall be required for any assignment except
 to the extent required by Section 11.17(a)(i)(B) and, in addition:

 





	
  

 	
  

 
	
  

 	
           (a)     the
 consent of the Company (such consent not to be unreasonably withheld or
 delayed) shall be required unless (x) an Event of Default has
 occurred and is continuing at the time of such assignment or (y) such
 assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;

 
	
  

 	
  

 
	
  

 	
           (b)     the
 consent of the Agent (such consent not to be unreasonably withheld or
 delayed) shall be required for assignments in respect of the Revolving
 Credit if such assignment is to a Person that is not a Lender with a
 Commitment in respect of such facility, an Affiliate of such Lender or an
 Approved Fund with respect to such Lender;

 
	
  

 	
  

 
	
  

 	
           (c)     the
 consent of the Issuers (such consent not to be unreasonably withheld or
 delayed) shall be required for any assignment that increases the obligation
 of the assignee to participate in exposure under one or more Letters of
 Credit (whether or not then outstanding); and

 
	
  

 	
  

 
	
  

 	
           (d)     the
 consent of the Swing Line Lender (such consent not to be unreasonably
 withheld or delayed) shall be required for any assignment that increases the
 obligation of the assignee to participate in exposure under one or more Swing
 Loans (whether or not then outstanding).

 





	
  

 	
  

 
	
  

 	
           (iv)     Assignment
 and Acceptance. The parties to each assignment shall execute and
 deliver to the Agent an Assignment and Acceptance, together with a processing
 and

 


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 recordation fee of $3,500, and the assignee, if it is not a Lender,
 shall deliver to the Agent an Administrative Questionnaire.

 
	
  

 	
  

 
	
  

 	
           (v)     No
 Assignment to any Borrower or Subsidiary. No such assignment shall
 be made to the Borrowers or any of their Affiliates or Subsidiaries.

 
	
  

 	
  

 
	
  

 	
           (vi)     No
 Assignment to Natural Persons. No such assignment shall be made to
 a natural person.

 


Subject to acceptance and recording thereof by the Agent pursuant to
Section 11.17(b) hereof, from and after the effective date specified in
each Assignment and Acceptance, the assignee thereunder shall be a party to
this Agreement and, to the extent of the interest assigned by such Assignment
and Acceptance, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender’s rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall
continue to be entitled to the benefits of Sections 11.5 and 11.7 with
respect to facts and circumstances occurring prior to the effective date of
such assignment. Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this Section shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with
Section 11.16 hereof.


          (b)     Register.
The Agent, acting solely for this purpose as an agent of the Borrowers, shall
maintain at one of its offices in Chicago, Illinois, a copy of each Assignment
and Acceptance delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Commitments of, and principal amounts of
the Loans owing to, each Lender pursuant to the terms hereof from time to time
(the “Register”).
The entries in the Register shall be conclusive, and the Borrowers, the Agent,
and the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrowers and any Lender, at any reasonable
time and from time to time upon reasonable prior notice.


          (c)     Any
Lender may at any time pledge or grant a security interest in all or any
portion of its rights under this Agreement to secure obligations of such
Lender, including any such pledge or grant to a Federal Reserve Bank, and this
Section shall not apply to any such pledge or grant of a security interest; provided
that no such pledge or grant of a security interest shall release a Lender from
any of its obligations hereunder or substitute any such pledgee or secured
party for such Lender as a party hereto; provided further, however, the right of
any such pledgee or grantee (other than any Federal Reserve Bank) to further
transfer all or any portion of the rights pledged or granted to it, whether by
means of foreclosure or otherwise, shall be at all times subject to the terms
of this Agreement.


          (d)     Notwithstanding
anything to the contrary herein, if at any time the Swing Line Lender assigns
all of its Commitments and Revolving Loans pursuant to subsection (a) above,


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the Swing Line Lender may terminate the Swing Line. In the event of
such termination of the Swing Line, the Company shall be entitled to appoint
another Lender to act as the successor Swing Line Lender hereunder (with such
Lender’s consent); provided, however, that the failure of the
Company to appoint a successor shall not affect the resignation of the Swing
Line Lender. If the Swing Line Lender terminates the Swing Line, it shall
retain all of the rights of the Swing Line Lender provided hereunder with
respect to Swing Loans made by it and outstanding as of the effective date of
such termination, including the right to require Lenders to make Revolving
Loans or fund participations in outstanding Swing Loans pursuant to
Section 1.7 hereof.


     Section 11.18.     Terms
of Collateral Documents not Superseded. Subject to
Section 10.7 hereof, nothing contained herein shall be deemed or construed
to permit any act or omission which is prohibited by the terms of any
Collateral Document, the covenants and agreements contained herein being in
addition to and not in substitution for the covenants and agreements contained
in the Collateral Documents.


     Section 11.19.     PERSONAL JURISDICTION and Jury Trial
Waivers.


          (a)     Exclusive Jurisdiction.
Except as provided in subsection (b),
the Agent, the Lenders and the Borrowers agree that all disputes
among them arising out of,
connected with, related to, or
incidental to the
relationship established among them in connection
with this Agreement,
and whether arising
in contract, tort,
equity, or otherwise, shall be
resolved only by (and each of
them for the benefit of the others hereby irrevocably submits to the
jurisdiction of) the state
or federal courts located in Cook County, Illinois, but each of
the Agent, the Lenders and the Borrowers acknowledge that
any appeals from those courts
may have to be heard
by A court located outside of Cook County, Illinois. The Borrowers waive in all disputes
any objection that they may
have to the location of the court considering
the dispute.


          (b)     OTHER JURISDICTIONS.
The Borrowers agree
that the Agent, and each
of the Lenders shall have
the right to proceed against the Borrowers or their Property (“Property”)
in A court in any location
or jurisdiction to enable
the Agent or any Lender
to realize on Property, or to enforce A judgment or other court
order entered in favor of
the Agent or any Lender
and, without prejudice to the generality of the foregoing, each Borrower agrees
that the Agent or any Lender shall be entitled to commence proceedings (whether
for the purpose of obtaining or enforcing any order or judgment or otherwise
howsoever) in the courts of the jurisdictions where such Borrower or any of its
Property is located. 


          (c)     Jury Trial Waiver. The Borrowers,
the Agent, and each Lender hereby irrevocably waives any and all right to trial
by jury in any legal proceeding arising out of or relating to any Loan Document
or the transactions contemplated thereby.


     Section 11.20.     Currency.
Each reference in this Agreement to U.S. Dollars or to an Alternative
Currency (the “relevant currency”) is of the essence. To the fullest
extent permitted by law, the obligation of each Borrower in respect of any
amount due in the relevant currency


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under this Agreement or the L/C Documents shall, notwithstanding
any payment in any other currency (whether pursuant to a judgment or
otherwise), be discharged only to the extent of the amount in the relevant
currency that the Agent, Issuer or Lender entitled to receive such payment may,
in accordance with normal banking procedures, purchase with the sum paid in
such other currency (after any premium and costs of exchange) on the Business
Day immediately following the day on which such party receives such payment. If
the amount in the relevant currency so purchased for any reason falls short of
the amount originally due in the relevant currency, the Borrowers shall pay
such additional amounts, in the relevant currency, as may be necessary to
compensate for the shortfall. Any obligations of the Borrowers not discharged
by such payment shall, to the fullest extent permitted by applicable law, be
due as a separate and independent obligation and, until discharged as provided
herein, shall continue in full force and effect.


     Section 11.21.     Currency
Equivalence. If for the purposes of obtaining judgment
in any court it is necessary to convert a sum due from any Borrower on the
Obligations in the currency expressed to be payable herein or in an Application
or under the Revolving Credit Notes (the “specified currency”) into another
currency, the parties agree that the rate of exchange used shall be that at which
in accordance with normal banking procedures the Agent could purchase the
specified currency with such other currency on the Business Day preceding that
on which final judgment is given. The obligation of each Borrower in respect of
any such sum due to the Agent, any Issuer or any Lender on the Obligations
shall, notwithstanding any judgment in a currency other than the specified
currency, be discharged only to the extent that on the Business Day following
receipt by the Agent, such Issuer or such Lender, as applicable, of any sum
adjudged to be so due in such other currency, the Agent, such Issuers or such
Lender, as applicable, may in accordance with normal banking procedures
purchase the specified currency with such other currency. If the amount of the
specified currency so purchased is less than the sum originally due to the
Agent, such Issuers or such Lender in the specified currency, the Borrowers
agree, as a separate obligation and notwithstanding any such judgment, to
indemnify the Agent, such Issuers or such Lender, as the case may be, against
such loss, and if the amount of the specified currency so purchased exceeds the
amount originally due to the Agent, such Issuer or such Lender in the specified
currency, the Agent, such Issuer or such Lender, as the case may be, agrees to
remit such excess to the Borrowers.


     Section 11.22.     Change
in Currency. (a) If more than one currency or
currency unit are at the same time recognized by the central bank of any
country as the lawful currency of that country, (i) any reference in any
Loan Documents to, and any obligations arising under any Loan Documents in, the
currency of that country shall be translated into, and paid in, the currency or
currency unit designated by the Agent, after consultation with the Borrowers
and the Lenders and (ii) any translation from one currency or currency
unit to another shall be at the official rate of exchange recognized by the
central bank of that country for the conversion of that currency or currency
unit into the other, rounded up or down by the Agent, acting reasonably.


          (b)     If
a change in any currency of a country occurs, the Loan Documents will, to the
extent the Agent (acting reasonably) specifies is necessary, be amended to
comply with any generally accepted conventions and market practice in any
relevant interbank market and otherwise to reflect the change in currency and,
if there is no generally accepted convention or market practice, or the Agent
considers, in its absolute discretion, that there is no generally


-81-





accepted convention or market practice, in such manner and to such
extent as the Agent specifies. The Agent will notify the other parties to the
relevant Loan Documents of any such amendment, which shall be binding on all
the parties to that Loan Document.


          (c)     The
Borrowers shall, from time to time immediately on demand by the Agent, pay to
the Agent for the account of any Lender the amount of any costs or increased costs
incurred by, or of any reduction in any amount payable to or in the effective
return on its capital pursuant to, or of interest or other return foregone by,
such Lender or any holding company of such Lender as a result of any change in
the currency of a country.


     Section 11.23.     Interest
Rate Limitation. (a) Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan to any
Borrower, together with all fees, charges and other amounts which are treated
as interest on such Loan under applicable law (collectively, the “Charges”),
shall exceed the maximum lawful rate permitted by applicable law (the “Maximum
Rate”) which may be contracted for, charged, taken, received or
reserved by any one or more of the Lenders holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would
have been payable with respect to such Loan but were not payable as a result of
the operation of this Section 11.23 shall be cumulated and the interest
and Charges payable to such Lender or Lenders in respect of other Loans shall
be increased (but not above the Maximum Rate therefor) until such cumulated
amount, together with interest thereon at the rate set out herein, to the date
of repayment, shall be have been received by such Lender or Lenders.


          (b)     Canadian
Interest. If any provision of this Agreement or any other Loan Document
would obligate the Canadian Borrower to make any payment of interest or other
amount payable to (including for the account of) any Lender in an amount, or
calculated at a rate, that would be prohibited by law or would result in a
receipt by such Lender of interest at a criminal rate (as such terms are
construed under the Criminal Code (Canada)) then,
notwithstanding such provision, such amount or rate shall be deemed to have
been adjusted with retroactive effect to the maximum amount or rate of interest,
as the case may be, as would not be so prohibited by law or so result in a
receipt by such Lender of interest at a criminal rate, such adjustment to be
effected, to the extent necessary, as follows: (i) first, by reducing the
amount or rate of interest required to be paid to such Lender under
Section 2.1 or Section 2.2, as the case may be; and (ii) thereafter,
by reducing any fees, commissions, premiums and other amounts required to be
paid to such Lender that would constitute interest for purposes of
Section 347 of the Criminal Code (Canada). Notwithstanding
the foregoing, and after giving effect to all adjustments contemplated thereby,
if a Lender shall have received an amount in excess of the maximum amount
permitted by that section of the Criminal Code (Canada), then Canadian
Borrower shall be entitled, by notice in writing to such Lender, to obtain
reimbursement from such Lender in an amount equal to such excess, and pending
such reimbursement, such amount shall be deemed to be an amount payable by such
Lender to Canadian Borrower. Any amount or rate of interest referred to in this
Agreement with respect to the Commitments to make Loans to and issue Letters of
Credit for the account of the Canadian Borrower shall be determined in
accordance with generally accepted actuarial practices and principles as an
effective annual rate of interest over the term that the Commitments to make
Loans to and issue Letters of Credit for the account


-82-





of the Canadian Borrower remains outstanding on the assumption that any
charges, fees or expenses that fall within the meaning of “interest” (as
defined in the Criminal Code (Canada)) shall, if they relate to a specific
period of time, be prorated over that period of time and otherwise be prorated
over the period during which such Commitments are available and, in the event
of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries
appointed by the Agent shall be conclusive for the purposes of such
determination.


     Section 11.24.     USA
Patriot Act. Each Lender and Issuer that is subject to
the requirements of the USA Patriot Act hereby notifies the Borrowers that
pursuant to the requirements of such Act, it is required to obtain, verify, and
record information that identifies the Borrowers, which information includes
the name and address of the Borrowers and other information that will allow
such Lender or Issuer to identify the Borrowers in accordance with the USA
Patriot Act.


     Section 11.25.     
Confidentiality. Each of the Agent, the Lenders and
the Issuers severally agrees to maintain the confidentiality of the Information
(as defined below), except that Information may be disclosed (a) to its
and its Affiliates’ directors, officers, employees and agents, including
accountants, legal counsel and other advisors to the extent any such Person has
a need to know such Information (it being understood that the Persons to whom
such disclosure is made will first be informed of the confidential nature of
such Information and instructed to keep such Information confidential),
(b) to the extent requested by any regulatory authority (including any
self-regulatory authority, such as the National Association of Insurance
Commissioners), (c) to the extent required by applicable laws or regulations
or by any subpoena or similar legal process, (d) to any other party
hereto, (e) in connection with the exercise of any remedies hereunder or
under any other Loan Document or any suit, action or proceeding relating to
this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (A) any assignee of or
participant in, or any prospective assignee of or participant in, any of its
rights or obligations under this Agreement; provided, however, that under no
circumstances shall Information be disclosed to a participant or prospective
participant whose primary business is in direct competition with the business
of the Company and its Subsidiaries or (B) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating
to the Company or any of its Subsidiary and its obligations, (g) with the
prior written consent of the Company, (h) to the extent such Information
(A) becomes publicly available other than as a result of a breach of this
Section or (B) becomes available to the Agent, any Lender or
L/C Issuer on a non-confidential basis from a source other than the
Borrower or any of its Subsidiaries or any of their directors, officers,
employees or agents, including accountants, legal counsel and other advisors,
(i) with the prior consent of the Company, to rating agencies if requested
or required by such agencies in connection with a rating relating to the Loans
or Commitments hereunder, or (j) to entities which compile and publish
information about the syndicated loan market, provided that only basic
information about the pricing and structure of the transaction evidenced hereby
may be disclosed pursuant to this subsection (j). For purposes of this Section, “Information” means all
information received from any Borrower or any Subsidiary or from any other
Person on behalf of the Borrowers or Subsidiaries relating to any Borrower or
Subsidiary or any of their respective businesses, other than any such
information that is available to the Agent, any Lender or Issuer on a
nonconfidential basis prior


-83-





to disclosure by any Borrower or Subsidiary or from any other Person on
behalf of the Company or any of its Subsidiaries.


     Section 11.26.     Amendment
and Restatement. This Agreement amends and restates
the Existing Credit Agreement and is not intended to be or operate as a
novation or an accord and satisfaction of the Existing Credit Agreement or the
Obligations of the Borrowers evidenced or provided for thereunder. Without
limiting the generality of the foregoing, the Borrowers agree that
notwithstanding the execution and delivery of this Agreement and the Security
Agreement, the Liens previously granted to the Collateral Agent pursuant to the
Collateral Documents shall be and remain in full force and effect and that any
rights and remedies of the Agent thereunder and obligations of the Borrowers
and the Guarantors thereunder shall be and remain in full force and effect,
shall not be affected, impaired or discharged thereby and shall secure all of
the Borrowers’ and the Guarantors’ indebtedness, Obligations and liabilities to
the Agent and the Lenders under the Existing Credit Agreement as amended and
restated hereby. Nothing herein contained shall in any manner affect or impair
the priority of the Liens created and provided for by the Collateral Documents
as to the indebtedness, Obligations and liabilities that would be secured
thereby prior to giving effect hereto.


     Section 11.27.     Removal
of Lenders and Assignment of Interests; Equalization of Loans.
(a) Removal
of Lenders and Assignment of Interests. Each of Harris N.A. and the
other Lenders listed under the heading “Departing Lenders”, as Departing Lenders,
hereby agrees to sell and assign without representation, recourse, or warranty
(except that each Departing Lender represents it has authority to execute and
deliver this Agreement and sell its Obligations contemplated hereby, which
Obligations are owned by such Departing Lender free and clear of all Liens),
and upon the satisfaction of the conditions precedent set forth in
Section 6.2 hereof the Lenders hereby agree to purchase, 100% of such
Departing Lender’s outstanding Obligations under the Existing Credit Agreement
and the Loan Documents (including, without limitation, all of the indebtedness
evidenced by the Notes held by such Departing Lender, together with all of its
interests in outstanding Letters of Credit) for a purchase price equal to the
outstanding principal balance of Loans and accrued but unpaid interest and fees
owed to such Departing Lender under the Existing Credit Agreement as of the
Closing Date, which purchase price shall be paid in immediately available funds
on the Closing Date. Such purchases and sales shall be arranged through the
Agent and each Departing Lender hereby agrees to execute such further
instruments and documents, if any, as the Agent may reasonably request in
connection therewith. Upon the execution and delivery of this Agreement by the
Departing Lenders, the Lenders, and the Borrowers and the payment of the
Obligations owing to the Departing Lenders, each Departing Lender shall cease
to be a Lender under the Credit Agreement and the other Loan Documents and (i) the
Lenders shall have the rights of the Departing Lenders thereunder subject to
the terms and conditions hereof and (ii) each Departing Lender shall have
relinquished its rights (other than rights to indemnification and
reimbursements referred to in the Existing Credit Agreement which survive the
repayment of the Obligations owed to such Departing Lender in accordance with
its terms, including Section 11.5 and 11.7 thereof) and be
released from their obligations under the Existing Credit Agreement. The parties
hereto agree that, except as provided for in the preceding sentence, all
references in the Loan Documents to the Lenders or any Lender shall from and
after the date hereof no longer include the Departing Lenders.


-84-





          (b)     Equalization
of Loans. Upon the satisfaction of the conditions precedent set
forth in Section 6.2 hereof, all loans and letters of credit outstanding
under the Existing Credit Agreement shall remain outstanding as the initial
Borrowing of Loans and Letters of Credit under this Agreement and, in
connection therewith, the Borrowers shall be deemed to have prepaid all
outstanding Eurodollar Loans on the Closing Date. On the Closing Date, the
Lenders each agree to make such purchases and sales of interests in the outstanding
Loans and interests in outstanding Letters of Credit between themselves so that
each Lender is then holding its relevant Percentage of outstanding Loans and
L/C Obligations. Such purchases and sales shall be arranged through the Agent
and each Lender hereby agrees to execute such further instruments and
documents, if any, as the Agent may reasonably request in connection therewith.


     Section 11.28.     Sharing
of Set-Off. Each Lender agrees with each other Lender
a party hereto that if such Lender shall receive and retain any payment,
whether by set-off or application of deposit balances or otherwise, on any of
the Loans or Reimbursement Obligations in excess of its ratable share of
payments on all such Obligations then outstanding to the Lenders, then such
Lender shall purchase for cash at face value, but without recourse, ratably
from each of the other Lenders such amount of the Loans or Reimbursement
Obligations, or participations therein, held by each such other Lenders (or
interest therein) as shall be necessary to cause such Lender to share such
excess payment ratably with all the other Lenders; provided, however, that if
any such purchase is made by any Lender, and if such excess payment or part
thereof is thereafter recovered from such purchasing Lender, the related
purchases from the other Lenders shall be rescinded ratably and the purchase
price restored as to the portion of such excess payment so recovered, but
without interest. For purposes of this Section, amounts owed to or recovered by
the Issuer in connection with Reimbursement Obligations in which Lenders have
been required to fund their participation shall be treated as amounts owed to
or recovered by the Issuer as a Lender hereunder.


     Section 11.29.     Set-off.
In addition to any rights now or hereafter granted under the Loan Documents or
applicable law and not by way of limitation of any such rights, upon the
occurrence of any Event of Default, each Lender, each Issuer, each subsequent
holder of any Obligation, and each of their respective affiliates, is hereby
authorized by the Borrowers at any time or from time to time, without notice to
any Borrower, any Guarantor or to any other Person, any such notice being
hereby expressly waived, to set-off and to appropriate and to apply any and all
deposits (general or special, including, but not limited to, indebtedness
evidenced by certificates of deposit, whether matured or unmatured, and in
whatever currency denominated, but not including trust accounts) at any time
held or owing by that Lender, Issuer, subsequent holder, or affiliate, to or
for the credit or the account of such Borrower or Guarantor, whether or not
matured, against and on account of the Obligations or any other indebtedness of
such Borrower or Guarantor to that Lender, Issuer, or subsequent holder under
the Loan Documents, including, but not limited to, all claims of any nature or
description arising out of or connected with the Loan Documents, irrespective
of whether or not (a) that Lender, Issuer, or subsequent holder shall have
made any demand hereunder or (b) the principal of or the interest on the
Loans and other amounts due hereunder shall have become due and payable
pursuant to Section 8 and although said obligations and liabilities, or
any of them, may be contingent or unmatured.


[Signature Pages to Follow]


-85-





          Upon
your acceptance hereof in the manner hereinafter set forth, this Agreement
shall be a contract between us for the purposes hereinabove set forth. 


          Dated
as of the date first written above. 




	
  
 	
  
 	
  
 	
  
 
	
  
 	
 EMCOR GROUP, INC.
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
 By
 	
 /s/ Mark A. Pompa
 
	
  
 	
  
 	  
	
  
 	
  
 	
 Name:
 	
 Mark A.
 Pompa
 
	
  
 	
  
 	
 Title:
 	
 Executive
 Vice President and
 
	
  
 	
  
 	
  
 	
 Chief
 Financial Officer
 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
COMSTOCK CANADA, LTD.

 
	
  

 	
  

 
	
  

 	
 By 

 	
 /s/ Frank T. MacInnis

 
	
  

 	
  

 	
 Name

 	
 Frank T. MacInnis

 
	
  

 	
  

 	
 Title  

 	
 Chairman

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
EMCOR GROUP (UK) plc.

 
	
  

 	
  

 
	
  

 	
 By 

 	
 /s/ Frank T. MacInnis

 
	
  

 	
  

 	
 Name

 	
 Frank T. MacInnis

 
	
  

 	
  

 	
 Title  

 	
 Director

 





S-1





          Accepted
and Agreed to at Chicago, Illinois as of the day and year last above written. 




	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
BANK OF  MONTREAL,
 as Agent, an Issuer and a Lender 

 
	
  

 	
  

 
	
  

 	
 By 

 	
 /s/ John Armstrong

 
	
  

 	
  

 	
 Name

 	
 John Armstrong

 
	
  

 	
  

 	
 Title  

 	
 Director

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
HARRIS N.A., as an
 Issuer of an Existing L/C

 
	
  

 	
  

 
	
  

 	
 By 

 	
 /s/ John Armstrong

 
	
  

 	
  

 	
 Name

 	
 John Armstrong

 
	
  

 	
  

 	
 Title  

 	
 Director

 




S-2










	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
SOVEREIGN BANK

 
	
  

 	
  

 
	
  

 	
 By 

 	
 /s/ Robert A. Lanigan

 
	
  

 	
  

 	
 Name

 	
 Robert A. Lanigan

 
	
  

 	
  

 	
 Title  

 	
 SVP

 




S-3









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
U.S. BANK, NATIONAL ASSOCIATION

 
	
  

 	
  

 
	
  

 	
 By 

 	
 /s/ Michael P. Dickman

 
	
  

 	
  

 	
 Name

 	
 Michael P. Dickman

 
	
  

 	
  

 	
 Title  

 	
 Vice President

 




S-4









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
BANK OF AMERICA, N.A.

 
	
  

 	
  

 
	
  

 	
 By 

 	
 /s/ Ashish Arora

 
	
  

 	
  

 	
 Name

 	
 Ashish Arora

 
	
  

 	
  

 	
 Title  

 	
 Sr. Credit Product Officer

 



S-5









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
JPMORGAN CHASE BANK, N.A.

 
	
  

 	
  

 
	
  

 	
 By 

 	
 /s/ Brad Richards

 
	
  

 	
  

 	
 Name

 	
 Brad Richards

 
	
  

 	
  

 	
 Title  

 	
 SVP

 



S-6









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
WEBSTER BANK, NA

 
	
  

 	
  

 
	
  

 	
 By 

 	
 /s/ Michele L. Lynch

 
	
  

 	
  

 	
 Name

 	
 Michele L. Lynch

 
	
  

 	
  

 	
 Title  

 	
 Vice President

 





S-7







	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
LLOYDS TSB BANK PLC

 
	
  

 	
  

 	
  

 
	
  

 	
 By 

 	
 /s/ Windsor Davies

 
	
  

 	
  

 	
 Name

 	
 Windsor Davies

 
	
  

 	
  

 	
 Title  

 	
 Managing Director, Corporate Banking

 




	 
	 
	 
	 
	 
	 

	 
	LLOYDS TSB BANK PLC

	 
	 
	 

	 
	By 
	/s/
          Lana Chervonskaya

	 
	 
	Name
	Lana Chervonskaya

	 
	 
	Title  
	Vice President, Corporate Banking



S-8









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
FIFTH THIRD BANK

 
	
  

 	
  

 	
  

 
	
  

 	
 By 

 	
 /s/ Tim Adair

 
	
  

 	
  

 	
 Name

 	
 Tim Adair

 
	
  

 	
  

 	
 Title  

 	
 Assistant Vice President

 


S-9









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
RBS CITIZENS, N.A.

 
	
  

 	
  

 	
  

 
	
  

 	
 By 

 	
 /s/ Cindy Chen

 
	
  

 	
  

 	
 Name

 	
 Cindy Chen

 
	
  

 	
  

 	
 Title  

 	
 Senior Vice President

 


S-10









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
TORONTO DOMINION (NEW YORK) LLC

 
	
  

 	
  

 	
  

 
	
  

 	
 By 

 	
 /s/ D Brito

 
	
  

 	
  

 	
 Name

 	
 Debbi L. Brito

 
	
  

 	
  

 	
 Title  

 	
 Authorized Signatory

 


S-11








	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
BRANCH BANKING AND TRUST COMPANY

 
	
  

 	
  

 	
  

 
	
  

 	
 By 

 	
 /s/ Eric Searls

 
	
  

 	
  

 	
 Name

 	
 Roger Eric Searls

 
	
  

 	
  

 	
 Title  

 	
 Vice President

 


S-12









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
SIEMENS FINANCIAL SERVICES, INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By 

 	
 /s/ Stephanie Mannello

 
	
  

 	
  

 	
 Name

 	
 Stephanie Mannello

 
	
  

 	
  

 	
 Title  

 	
 SVP Operations

 
	
  

 	
  

 	
  

 
	
  

 	
 By 

 	
 /s/ Craig L. Johnson

 
	
  

 	
  

 	
 Name

 	
 Craig L. Johnson

 
	
  

 	
  

 	
 Title  

 	
 Vice President and Head of Rating-COFUS

 


S-13









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
THE NORTHERN TRUST COMPANY

 
	
  

 	
  

 	
  

 
	
  

 	
 By 

 	
 /s/ Tamara Dowel

 
	
  

 	
  

 	
 Name

 	
 Tamara Dowel

 
	
  

 	
  

 	
 Title  

 	
 Vice President

 


S-14









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
PNC BANK, N.A., as successor by merger to National City Bank

 
	
  

 	
  

 	
  

 
	
  

 	
 By 

 	
 /s/ Gerald Witte

 
	
  

 	
  

 	
 Name

 	
 Gerald Witte

 
	
  

 	
  

 	
 Title  

 	
 Senior Vice President

 


S-15







	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
RZB FINANCE LLC

 
	
  

 	
  

 	
  

 
	
  

 	
 By 

 	
 /s/ John A. Valiska

 
	
  

 	
  

 	
 Name

 	
 John A. Valiska

 
	
  

 	
  

 	
 Title  

 	
 First Vice President

 


	 
	 
	 
	 
	 
	 

	 
	 
	 

	 
	By 
	/s/
          Shirley Ritch

	 
	 
	Name
	Shirley
          Ritch

	 
	 
	Title  
	Vice
          President



S-16








	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
“DEPARTING LENDERS”

 
	
  

 	
  

 	
  

 
	
  

 	
HARRIS N.A., solely in its company as a Departing Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By 

 	
 /s/ John Armstrong

 
	
  

 	
  

 	
 Name

 	
 John Armstrong

 
	
  

 	
  

 	
 Title  

 	
 Director

 
	
  

 	
  

 	
  

 
	
  

 	
HARRIS NESBITT FINANCING, INC., as a Departing Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By 

 	
 /s/ John Armstrong

 
	
  

 	
  

 	
 Name

 	
 John Armstrong

 
	
  

 	
  

 	
 Title  

 	
 Director

 
	
  

 	
  

 	
  

 
	
  

 	
BANK OF SCOTLAND PLC, as a Departing Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By 

 	
 /s/ Careth Narinesingh

 
	
  

 	
  

 	
 Name

 	
 Careth Narinesingh

 
	
  

 	
  

 	
 Title  

 	
 Associate Director

 



S-17









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
BANK HAPOALIM B.M., as a Departing Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ James P Surless

 
	
  

 	
  

 	
 Name

 	
 James P Surless

 
	
  

 	
  

 	
 Title  

 	
 Vice President

 
	
  

 	
  

 	
  

 
	
  

 	
 By 

 	
 /s/ Frederic S. Becker

 
	
  

 	
  

 	
 Name

 	
 Frederic S. Becker

 
	
  

 	
  

 	
 Title  

 	
 Senior Vice President

 



S-18





EXHIBIT A-1 


REVOLVING CREDIT NOTE  


February___, 2010


          For value
received, the undersigned, _____________________, a ________________
corporation (“Borrower”), hereby promises to pay to the order of
________________________ ______________________ (the “Lender”), at the principal
office of Bank of Montreal in Chicago, Illinois, in the currency of each
Revolving Loan evidenced hereby in accordance with Section 1 of the Credit
Agreement, the aggregate unpaid principal amount of each Revolving Loans made
by the Lender to the Borrower pursuant to the Credit Agreement on the due date
therefore as specified in the Credit Agreement, together with interest on the
principal amount of each Revolving Loan from time to time outstanding hereunder
at the rates, and payable in the manner and on the dates specified in the
Credit Agreement.


          The Lender
shall record on its books or records or on a schedule attached to this Note,
which is a part hereof, each Revolving Loan made by it pursuant to the Credit
Agreement, any repayment of principal and interest and the principal balances
from time to time outstanding hereon, and the currency in which made, provided
that prior to the transfer of this Note all such amounts shall be recorded on a
schedule attached to this Note. The record thereof, whether shown on such books
or records or on a schedule to this Note, shall be prima facie evidence of the
same, provided, however, that the failure of the Lender to record any of the
foregoing or any error in any such record shall not limit or otherwise affect
the obligation of the Borrowers to repay all Revolving Loans made to them
pursuant to the Credit Agreement together with accrued interest thereon.


          This Note
is one of the Revolving Credit Notes referred to in the Second Amended and
Restated Credit Agreement dated as of February ___, 2010, among the Borrowers,
Bank of Montreal, as Agent, and the Lenders from time to time party thereto
(the “Credit
Agreement”), and this Note and the holder hereof are entitled to all
the benefits provided for thereby or referred to therein, to which Credit
Agreement reference is hereby made for a statement thereof. All defined terms
used in this Note, except terms otherwise defined herein, shall have the same
meaning as in the Credit Agreement.


          This Note
is issued by the Borrower under the terms and provisions of the Credit
Agreement and is secured by the Collateral Documents, and this Note and the
holder hereof are entitled to all of the benefits and security provided for thereby
or referred to therein, to which reference is hereby made for a statement
thereof. This Note may be declared to be, or be and become, due prior to its
expressed maturity, voluntary prepayments may be made hereon, and certain
prepayments are required to be made hereon, all in the events, on the terms and
with the effects provided in the Credit Agreement.


          This Note
shall be construed in accordance with, and governed by, the internal laws of
the State of Illinois without regard to principles of conflicts of law.


A-1-1





          The
Borrower hereby promises to pay all costs and expenses (including attorneys’
fees) suffered or incurred by the holder hereof in collecting this Note or
enforcing any rights in any collateral herefor. The Borrower hereby waives
presentment for payment and demand.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  

 
	
  

 	
     Its

 	
  

 



A-1-2






EXHIBIT A-2 


SWING NOTE  


February ___, 2010


          For value
received, the undersigned, EMCOR Group, Inc., a Delaware corporation (“Borrower”),
hereby promises to pay to the order of Bank of Montreal (the “Lender”),
at the principal office of Bank of Montreal in Chicago, Illinois, in the
currency of each Swing Loan evidenced hereby in accordance with Section 1 of
the Credit Agreement, the aggregate unpaid principal amount of each Swing Loans
made by the Lender to the Borrower pursuant to the Credit Agreement on the due
date therefore as specified in the Credit Agreement, together with interest on
the principal amount of each Swing Loan from time to time outstanding hereunder
at the rates, and payable in the manner and on the dates specified in the
Credit Agreement.


          The Lender
shall record on its books or records or on a schedule attached to this Note,
which is a part hereof, each Swing Loan made by it pursuant to the Credit
Agreement, any repayment of principal and interest and the principal balances
from time to time outstanding hereon, and the currency in which made, provided
that prior to the transfer of this Note all such amounts shall be recorded on a
schedule attached to this Note. The record thereof, whether shown on such books
or records or on a schedule to this Note, shall be prima facie evidence of the
same, provided, however, that the failure of the Lender to record any of the
foregoing or any error in any such record shall not limit or otherwise affect
the obligation of the Borrowers to repay all Swing Loans made to them pursuant
to the Credit Agreement together with accrued interest thereon.


          This Note
is one of the Swing Notes referred to in the Second Amended and Restated Credit
Agreement dated as of February ___, 2010, among the Borrowers, Bank of
Montreal, as Agent, and the Lenders from time to time party thereto (the “Credit
Agreement”), and this Note and the holder hereof are entitled to all
the benefits provided for thereby or referred to therein, to which Credit
Agreement reference is hereby made for a statement thereof. All defined terms
used in this Note, except terms otherwise defined herein, shall have the same
meaning as in the Credit Agreement.


          This Note
is issued by the Borrower under the terms and provisions of the Credit
Agreement and is secured by the Collateral Documents, and this Note and the
holder hereof are entitled to all of the benefits and security provided for
thereby or referred to therein, to which reference is hereby made for a
statement thereof. This Note may be declared to be, or be and become, due prior
to its expressed maturity, voluntary prepayments may be made hereon, and
certain prepayments are required to be made hereon, all in the events, on the
terms and with the effects provided in the Credit Agreement.


          This Note
shall be construed in accordance with, and governed by, the internal laws of
the State of Illinois without regard to principles of conflicts of law.


A-2-1





          The
Borrower hereby promises to pay all costs and expenses (including attorneys’
fees) suffered or incurred by the holder hereof in collecting this Note or
enforcing any rights in any collateral herefor. The Borrower hereby waives
presentment for payment and demand.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 EMCOR GROUP, INC.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  

 
	
  

 	
     Its

 	
  

 


A-2-2





EXHIBIT B 


FORM OF OPINION OF COUNSEL  


February 4, 2010


Bank of
Montreal, as Agent

111 West Monroe Street

Chicago, IL 60690 and

Lenders from time to time party to

the Amended and Restated

Credit Agreement hereinafter identified


Ladies and Gentlemen:


          I am
Executive Vice President and General Counsel of EMCOR Group, Inc., a Delaware
corporation (the “Company”), and have acted as counsel to the Company and the
corporations, limited liability companies and limited partnerships listed on
Exhibit A hereto (the “Domestic Guarantors”, and collectively
with the Company, the “Organizations”) in connection with the
Second Amended and Restated Credit Agreement dated as of February   , 2010 (the “Credit
Agreement”) by and among the Company and certain of its subsidiaries
and Bank of Montreal (“BMO”), individually and as Agent, and the Lenders which
are or become parties thereto, pursuant to which a revolving credit facility is
being made available by you to the Company, Comstock Canada Ltd., a Canadian
corporation, and EMCOR Group (UK) plc., a United Kingdom public limited company
(collectively, the “Borrowers”).


	
  

 	
  

 
	
  

 	
 This opinion is being delivered pursuant to Section 6.2(m) of the
 Credit Agreement. Capitalized terms used and not defined herein shall have
 the respective meanings assigned to such terms in the Credit Agreement.

 
	
  

 	
  

 
	
  

 	
 In connection with this opinion, I have reviewed the Credit
 Agreement; the form of Revolving Credit Note and Swing Note; the form of
 Second Amended and Restated Guaranty Agreement dated as of February   , 2010
 made by the Guarantors (as such term is defined in such Guaranty Agreement),
 including the Company and other entities substantially owned, directly or
 indirectly, by the Company, in favor of the Guaranteed Creditors (as such
 term is defined in such Guaranty Agreement) and the form of Assumption and
 Supplemental Guaranty Agreement included as Exhibit A to such Guaranty
 Agreement; the form of Third Amended and Restated Pledge Agreement dated as
 of February   , 2010 by and among the Pledgors (as such term is defined in such
 Pledge Agreement), including the Company and other entities substantially
 owned, directly or indirectly by the Company, and BMO (as such term is
 defined in such Pledge Agreement), as Agent, and the form of Amendment to
 Pledge Agreement included as Schedule B to such Pledge Agreement and the form
 of Assumption and Supplemental Pledge Agreement included as Schedule C to
 such Pledge Agreement; the form of Third Amended and Restated Security
 Agreement dated as of February   , 2010 by and among the Debtors (as such term
 is defined in such Security Agreement), including the Company

 


B-1









	
  

 	
  

 
	
  

 	
 and other entities substantially owned, directly or indirectly, by
 the Company, and BMO (as such term is defined in such Security Agreement), as
 Agent, and the form of Assumption and Supplemental Security Agreement
 included as Schedule G to such Security Agreement (collectively, the “Loan
 Documents”).

 
	
  

 	
  

 
	
  

 	
 I have also reviewed and am familiar with:

 
	
  

 	
  

 
	
  

 	
           (i)         a
 copy of the certificate of incorporation (or other similar organization
 document) of each Organization which is a corporation, certified by the
 Secretary, Clerk, Assistant Secretary or Assistant Clerk of such
 Organization;

 
	
  

 	
  

 
	
  

 	
           (ii)        a
 copy of the certificate of formation (or other similar organization document)
 of each Domestic Guarantor which is a limited liability company, certified by
 Members, a Manager or the Assistant Secretary of each such Domestic
 Guarantor;

 
	
  

 	
  

 
	
  

 	
           (iii)       a
 copy of the certificate of limited partnership of each Domestic Guarantor
 which is a limited partnership, certified by a general partner of each such
 Domestic Guarantor;

 
	
  

 	
  

 
	
  

 	
           (iv)       a
 certificate (or the equivalent thereof), dated as of a date no earlier than
 30 days prior to the date hereof, as to the good standing and/or legal
 existence of each Organization issued by the Secretary of State of the state
 of such Organization’s organization provided such state issues such
 certificate or equivalent;

 
	
  

 	
  

 
	
  

 	
           (v)        a
 copy of the by-laws of each Organization which is a corporation, certified by
 the Secretary or the Assistant Secretary or Clerk or Assistant Clerk of such
 Organization as being the by-laws of such Organization as in effect on the
 date hereof;

 
	
  

 	
  

 
	
  

 	
           (vi)       a
 copy of the limited liability company agreement or operating agreement of
 each Domestic Guarantor which is a limited liability company, certified by
 Members, a Manager or the Assistant Secretary of each such Domestic Guarantor
 as being the limited liability company agreement or operating agreement of
 such Domestic Guarantor as in effect on the date hereof;

 
	
  

 	
  

 
	
  

 	
           (vii)      a
 copy of the limited partnership agreement of each Domestic Guarantor which is
 a limited partnership, certified by the Secretary of the general partner of
 each such Domestic Guarantor as being the limited partnership agreement of
 such Domestic Guarantor as in effect on the date hereof;

 
	
  

 	
  

 
	
  

 	
           (viii)     copies
 of certain resolutions adopted by the board of directors of each Organization
 which is a corporation, authorizing the execution, delivery and performance
 of the terms and provisions of the Loan Documents to which such Organization
 is party, each certified by the Secretary or Assistant Secretary or the Clerk
 or Assistant Clerk of such Organization;

 


B-2









	
  

 	
  

 
	
  

 	
           (ix)       copies
 of certain resolutions adopted by the members or Board of Managers of each
 Domestic Guarantor which is a limited liability company, authorizing the
 execution, delivery and performance of the terms and provisions of the Loan
 Documents to which such Domestic Guarantor is party, each certified by
 Members, a Manager, or the Assistant Secretary of such Domestic Guarantor;
 and 

 
	
  

 	
  

 
	
  

 	
           (x)        copies
 of certain resolutions adopted by the general partner of each Domestic
 Guarantor which is a limited partnership, authorizing the execution,
 delivery, and performance of the terms and provisions of the Loan Documents
 to which such Domestic Guarantor is a party, each certified by the Secretary
 of the general partner of such Domestic Guarantor.

 


          I also have
examined such other corporate, limited liability company and limited
partnership documents and records and such other agreements, certificates,
opinions, instruments, papers, statutes and authorities, and have made such
examinations of law, as I have deemed necessary as a basis for the opinions
below.


          In such
examinations, I have assumed the genuineness of all signatures (other than
those of representatives of the Organizations), the completeness and
authenticity of all records and all documents submitted to me as originals and
the conformity to original documents of the documents supplied to me as copies.
As to various questions of fact material to such opinions, I have relied upon
representations and warranties of each of the Organizations contained in the
Loan Documents and upon statements and certificates of the officers, Members,
or Manager of the Organizations or of officers of the general partners of
Organizations that are limited partnerships and of other parties to the Loan
Documents and of public officials, and upon public records. I have not conducted
a search of or otherwise examined the records of any court.


          For
purposes of the opinions hereinafter expressed, I have assumed that (a) each
party to any Loan Document (other than the Organizations) has the power to
enter into and perform all of its obligations thereunder, (b) each such party
(other than the Organizations) has taken all necessary actions to authorize the
due execution, delivery and performance of such Loan Document by it, and (c)
each such Loan Document is the legal, valid and binding obligation of each such
party (other than the Organizations) thereto.


          The
opinions set forth in numbered paragraph 3 below with respect to the legality,
validity, binding effect and enforceability of any Loan Document are subject to
the effect of bankruptcy, insolvency, moratorium, fraudulent conveyance and
similar laws relating to or affecting creditors’ rights generally and court
decisions with respect thereto, and I express no opinion with respect to the
application of equitable principles to any Loan Document in any proceeding,
whether at law or in equity.


          I express
no opinion as to the enforceability of provisions of the Loan Documents which:
(a) restrict access to legal or equitable remedies; (b) purport to waive or affect
any rights to notices; (c) contain a covenant by a party to take actions the
taking of which is discretionary with or subject to the approval of another
party or which are otherwise subject to contingencies the fulfillment of which
is not within the control of the party so covenanting; (d) purport to limit the


B-3





Agent’s obligations to exercise reasonable care in the custody and
preservation of collateral in accordance with the Uniform Commercial Code of
the State of New York; (e) purport to exculpate a party from, or indemnify a
party against, its own negligence or failure to act in good faith or in
accordance with standards of commercial reasonableness; (f) purport to allow
the Agent to establish evidentiary standards for suit or proceedings to enforce
such Loan Documents; (g) purport to allow the Agent to set off and apply
deposits of any Organization to its obligations under the Loan Documents
without prior notice having been given to any Organization, or as to the
enforceability of any waiver by any Organization of demand or of rights to
set-off or counterclaim; (h) relate to delay, election or omission of
enforcement of remedies; (i) relate to severability; or (j) purport to
constitute waivers of rights of subrogation, reimbursement, contribution,
exoneration or indemnity by any Organization. I also point out that legal and
equitable principles require good faith and fair dealing by the Agent and may
require the Agent to exercise its rights and remedies under the Loan Documents
in a reasonable manner, including, but not limited to, consideration by the
Agent of the materiality of any breach by any Organization and of the
consequences of such breach to the Agent. Furthermore, certain other provisions
as to rights, remedies, covenants and limitations contained in the Loan
Documents are subject to legal or equitable principles relating to the strict
or specific enforcement of such rights, remedies, covenants and limitations.
However, subject to the effect of bankruptcy, insolvency, moratorium, fraudulent
conveyance and similar laws relating to or affecting creditors’ rights
generally and court decisions with respect thereto, the limitations referred to
in this paragraph and/or in other parts of this opinion, do not, in my opinion,
make the remedies and procedures which will be afforded to the Agent inadequate
for the realization of the substantive benefits purported to be provided under
the Loan Documents.


          I also
point out that the enforceability of the above-referenced Security Agreement
and the security interests created thereby may be subject to rights of account
debtors and any claims or defenses of such persons against any Organization.
Moreover, in the case of receivables that are due from the United States or any
state thereof or any department of the United States or any state thereof, the
right to collect upon such receivables may be limited by the Assignment of
Claims Act, 31 U.S.C.A. § 3727 (1989) and any applicable state law relating to
the assignment of claims against such State.


          I express
no opinion with respect to the right, title or interest of any Organization in
or to any property, the existence, location or description of any Collateral (as
such term is defined in the Loan Documents), or the priority or perfection of any
security interest or other Lien in any of the Collateral (as such term is
defined in the Loan Documents) or any other Lien referred to in the Loan
Documents.


          When
reference is made in this opinion to “knowledge” or to what is “known to me”,
it means my actual knowledge and in this regard it is noted that I have not
made any special review, investigation or inquiry in connection with rendering
the opinion with respect to the matters so qualified.


          I am
admitted to practice law in the State of New York and I do not purport to be
expert on, or to express any opinion herein concerning, any law other than the
laws of the State of New York, the federal laws of the United States of America
and the General Corporation Law of


B-4





the State of Delaware. For the purposes of this opinion, I have assumed
that the laws of the States of Illinois, and of the state of incorporation or
organization of each of the Organizations not incorporated or organized in
Delaware or New York, are identical to the laws of the State of New York. For
the purpose of the due certification of status in the first sentence of my
opinion in numbered paragraph 1 below, I have relied solely upon certificates
of public officials of the states of organization of each of the Organizations.
For purposes of my opinion expressed in the second sentence of numbered
paragraph 1 below in respect of due qualification and good standing as a
foreign organization, I am relying solely on the representations and warranties
of each of the Organizations contained in the Loan Documents.


          Based upon
and subject to the foregoing, I am of the opinion that:


	
  

 	
  

 
	
  

 	
           1.     Each
 of the Organizations which is a corporation is a validly existing corporation
 in good standing under the laws of its jurisdiction of incorporation and has
 the corporate power and authority to transact the business in which it is
 engaged as now conducted, and each of the Organizations which is a limited
 liability company or a limited partnership is a legally existing limited
 liability company or limited partnership, respectively, in good standing or
 in existence under the laws of its jurisdiction of organization and has the
 power and authority to transact the business in which it is engaged and now
 conducted. Each of the Organizations which is a corporation or a limited
 liability company is duly qualified and in good standing as a foreign
 corporation or limited liability company, as the case may be, in all of the
 states in which, to my knowledge, failure to be so qualified would have a
 Material Adverse Effect.

 
	
  

 	
  

 
	
  

 	
           2.     The
 Company has the corporate power to borrow and apply for Letters of Credit
 from the Issuers. Each Domestic Guarantor has the corporate, limited
 liability company, limited partnership, or other power to guarantee all of
 the indebtedness, obligations and liabilities of the Company and the other
 Borrowers to the Lenders pursuant to the Credit Agreement. Each Organization
 has the corporate, limited liability company, limited partnership, or other
 power to mortgage, pledge, assign and otherwise encumber its assets and
 properties as collateral security for such borrowings, letter of credit
 liabilities and guarantees, to execute and deliver the Loan Documents
 executed by it and to which it is a party and to observe and perform all of
 the terms and provisions of such Loan Documents. The execution and delivery
 of the Loan Documents executed by each of the Organizations does not, nor
 will the observance and performance of any of the terms and provisions
 thereof, violate any law or the certificate of incorporation, certificate of
 formation, by-laws, limited liability company agreement, operating agreement
 or limited partnership agreement (or other similar documents) of any such
 Organization or, to my knowledge, any covenant, indenture or agreement to
 which such Organization is a party.

 
	
  

 	
  

 
	
  

 	
           3.     The
 Loan Documents executed by each Organization have been duly authorized by all
 necessary corporate, limited liability company, limited partnership, or other
 action, have been executed and delivered by the proper officers or other
 representatives of such Organization and constitute valid and binding
 agreements of such 

 


B-5









	
  

 	
  

 
	
  

 	
 Organization, enforceable against it in accordance with the
 respective terms of such Loan Documents.

 
	
  

 	
  

 
	
  

 	
           4.     Except
 as may be required in order to perfect the Liens contemplated by the Loan
 Documents, no order, authorization, consent, license or exemption of, or
 filing or registration with, any court or governmental department, agency,
 instrumentality or regulatory body of the United States of America or the
 State of New York is or will be required in connection with the lawful
 execution and delivery of the Loan Documents by each Organization party
 thereto or the performance by each such Organization of any of the terms of
 the Loan Documents.

 
	
  

 	
  

 
	
  

 	
           5.     To
 my knowledge, after due inquiry, except as disclosed on Schedule 5.9 of the
 Credit Agreement or the Side Letter or in the notes to the financial statements
 of the Company as at and for the fiscal year ended December 31, 2008 or in
 the Company’s Form 10-Q for the fiscal quarter ended September 30, 2009,
 there is no action, suit, proceeding or investigation at law or in equity
 before or by any court or public body pending or threatened against any
 Organization or any of its assets or properties which, if adversely
 determined, could result in a Material Adverse Effect.

 


          This
opinion letter is furnished solely for your benefit in connection with matters
relating to the Loan Documents and may not be used or relied upon by any other
person or for any other purpose without my prior written consent.


	
  

 	
  

 
	
  

 	
 Very truly yours,

 
	
  

 	
  

 
	
  

 	
 Sheldon I. Cammaker

 
	
  

 	
 Executive Vice President 

 
	
  

 	
 and General Counsel

 



B-6





EXHIBIT
C


EMCOR
GROUP, INC.


COMPLIANCE
CERTIFICATE


FOR THE MONTH ENDING __________


	
  

 	
  

 
	
 To:

 	
 Bank of Montreal

 
	
  

 	
 as Agent under, and the Lenders

 
	
  

 	
 party to the Amended and Restated

 
	
  

 	
 Credit Agreement described below

 


          This
Compliance Certificate is furnished to the Lenders pursuant to the requirements
of Section 7.5 of the Second Amended and Restated Credit Agreement dated
as of February 4, 2010, by and between EMCOR Group, Inc., a Delaware
corporation (the “Company”), Comstock Canada, Ltd., a Canadian
corporation, EMCOR Group (UK) plc, a United Kingdom public limited company and
Harris N.A. as agent thereunder (the “Agent”) and the Lenders
named therein (the “Credit
Agreement”). Unless otherwise defined herein, the terms used in this
Compliance Certificate have the meanings ascribed thereto in the Credit
Agreement.


          THE
UNDERSIGNED HEREBY CERTIFIES THAT:


	
  

 
	
           1.       I
 am the duly elected ______________ of the Company;

 
	
  

 
	
           2.       I have reviewed the terms of the
 Credit Agreement and I have made, or have caused to be made under my
 supervision, a detailed review of the transactions and conditions of the
 Borrowers and Restricted Subsidiaries during the accounting period covered by
 the financial statements being furnished concurrently with this Certificate;

 
	
  

 
	
           3.       The examinations described in
 paragraph 2 did not disclose, and I have no knowledge of, the existence
 of any condition or the occurrence of any event which constitutes a Default
 or an Event of Default at any time during or at the end of the accounting
 period covered by the accompanying financial statements or as of the date of
 this Certificate, except as set forth immediately below;

 
	
  

 
	
           4.       The financial statements required
 by Section 7.5 of the Credit Agreement and being furnished to you
 concurrently with this Certificate are true, correct and complete as of the
 dates and for the periods covered thereby; and

 
	
  

 
	
           5.       Schedule I attached hereto
 sets forth financial data and computations evidencing the Borrowers’ compliance
 with certain covenants of the Credit Agreement, all of which data and 

 


C-1









	
  

 
	
 computations are true,
 complete and correct and have been made in accordance with the relevant
 Sections of the Credit Agreement.*

 
	
  

 
	
           6.       Also attached hereto is a summary
 of claims with a recorded value of over $5,000,000 in litigation, mediation
 or arbitration.*

 


          Described
below are the exceptions, if any, to paragraph 3 by listing, in detail,
the nature of the condition or event, the period during which it has existed
and the action which the Borrowers have taken, is taking, or proposes to take
with respect to each such condition or event:


	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 


          The
foregoing certifications, together with the computations set forth in
Schedule I attached hereto and the financial statements furnished
concurrently with this Certificate in support hereof, are made and delivered as
of this ______ day of _______________, 20___.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 EMCOR GROUP, INC.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
   Title: 

 	
  

 
	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
      (Type or Print Name)

 






	
  

 	
  

 
	 

 	
  

 
	
 * Include only quarterly.

 	
  

 


C-2





SCHEDULE
I


EMCOR
GROUP, INC.


COMPLIANCE
CALCULATIONS 

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF FEBRUARY 4,
2010


CALCULATIONS AS OF _______________, 20__


	
  

 
	 

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 A.

 	
 MINIMUM NET WORTH (SECTION 7.6)

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
  

 	
 Net Worth

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
  

 	
 $800,000,000 plus 50% of Net Income for each Fiscal
 Quarter of the Company ending on or after March 31, 2010

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
  

 	
 Line A1 is at least equal to line A2

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
  

 	
 Company is in Compliance

 	
  

 	
 Yes/No

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 B.

 	
 LEVERAGE RATIO (SECTION 7.7)

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
  

 	
 Total Funded Debt

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
  

 	
 Excess Cash

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
  

 	
 Line B1 minus B2

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
  

 	
 Net Income for past 12 calendar months

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
  

 	
 Interest Expense for past 12 calendar months

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
  

 	
 Income taxes for past 12 calendar months

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
  

 	
 Depreciation of fixed assets for past 12 calendar
 months

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
  

 	
 Amortization of intangible assets during part 12
 calendar months

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.

 	
  

 	
 Non-cash charges of the Company and its Restricted
 Subsidiaries during such period

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 10.

 	
  

 	
 Sum of Lines B4, B5, B6, B7, B8 and B9

 	
  

 	
 $________

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 11.

 	
  

 	
 Adjustments resulting from Acquisitions during past
 12 calendar months (including adjustments for non-recurring expenses and
 income reasonably determined by the Company in good faith and established to
 the reasonable satisfaction of the Agent)

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 12.

 	
  

 	
 Sum of Lines B10 and B11

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 13.

 	
  

 	
 Ratio of Line B3 to Line B12

 	
  

 	
 ________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 14.

 	
  

 	
 Ratio of Line B13 shall not be more than

 	
  

 	
 2.75 to 1

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 15.

 	
  

 	
 Company is in Compliance

 	
  

 	
 Yes/No

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 C.

 	
 INTEREST COVERAGE RATIO (SECTION 7.8)

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
  

 	
 Net Income for past 12 calendar months

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
  

 	
 Interest Expenses for past 12 calendar months

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
  

 	
 Income taxes for past 12 calendar months

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
  

 	
 Non-cash charges of the Company and its Restricted
 Subsidiaries during such period

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
  

 	
 Sum of Lines C1, C2, C3 and C4

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
  

 	
 Adjustments resulting from Acquisitions during past
 12 calendar months (including adjustments for non-recurring expenses and
 income reasonably determined by the Company in good faith and established to
 the reasonable satisfaction of the Agent)

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
  

 	
 Sum of Line C5 and C6

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
  

 	
 Interest Expense for past 12 calendar months

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.

 	
  

 	
 All interest income received during past 12 calendar
 months

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 10.

 	
  

 	
 Line C8 minus Line C9

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 11.

 	
  

 	
 Ratio of Line C7 to Line C10

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 12.

 	
  

 	
 C11 shall not be less than

 	
  

 	
 3.50 to 1

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 13.

 	
  

 	
 Company is in Compliance

 	
  

 	
 Yes/No

 


-4-









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 D.

 	
 CAPITAL AND OTHER RESTRICTED
 EXPENDITURES (SECTION 7.13)

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
  

 	
 Capital Expenditures (not including Capital
 Expenditures which constitute Permitted Acquisitions)

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
  

 	
 Face amount of Letters of Credit issued during past
 12 calendar months

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
  

 	
 Aggregate amount expended to guarantee Indebtedness
 for Money Borrowed for any Strategic Venture (not including capital stock of
 the Company)

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
  

 	
 Sum of Lines D1, D2 and D3

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
  

 	
 2.00% of the arithmetic average of unrealized
 revenue from contracts in progress as of last day of past four calendar
 quarters then ended

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
  

 	
 Net cash proceeds from the sale of assets for past
 four calendar quarters then ended

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
  

 	
 Maximum amount of dividends which company could pay
 as of date of expenditure or application in question

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
  

 	
 Sum of Lines D5, D6 and D7

 	
  

 	
 $________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.

 	
  

 	
 Line D4 shall not exceed Line D8

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 10.

 	
  

 	
 Company is in Compliance

 	
  

 	
 Yes/No

 


-5-







EXHIBIT D


ASSIGNMENT AND ACCEPTANCE


Dated _____________, _____ 


          Reference
is made to the Second Amended and Restated Credit Agreement dated as of
February 4, 2010 (as extended, renewed, amended or restated from time to time,
the “Credit
Agreement”) among EMCOR Group, Inc., the other Borrowers, the
Lenders and Issuers parties thereto, and Bank of Montreal, as Agent (the “Agent”).
Terms defined in the Credit Agreement are used herein with the same meaning.


          ______________________________________________________
(the “Assignor”)
and _________________________ (the “Assignee”) agree as follows:


	
  

 	
  

 
	
  

 	
           1.       The
 Assignor hereby sells and assigns to the Assignee, and the Assignee hereby
 purchases and assumes from the Assignor, the amount and specified percentage
 interest shown on Annex I hereto of the Assignor’s rights and
 obligations under the Credit Agreement as of the Effective Date (as defined
 below), including, without limitation, the Assignor’s Commitments as in
 effect on the Effective Date and the Loans, if any, owing to the Assignor on
 the Effective Date and the Assignor’s Revolver Percentage of any outstanding
 L/C Obligations.

 
	
  

 	
  

 
	
  

 	
           2.       The
 Assignor (i) represents and warrants that it is the legal and beneficial
 owner of the interest being assigned by it hereunder and that such interest
 is free and clear of any adverse claim, lien, or encumbrance of any kind;
 (ii) makes no representation or warranty and assumes no responsibility
 with respect to any statements, warranties or representations made in or in
 connection with the Credit Agreement or the execution, legality, validity,
 enforceability, genuineness, sufficiency or value of the Credit Agreement or
 any other instrument or document furnished pursuant thereto; and
 (iii) makes no representation or warranty and assumes no responsibility
 with respect to the financial condition of the Borrowers or any Subsidiary or
 the performance or observance by the Borrowers or any Subsidiary of any of
 their respective obligations under the Credit Agreement or any other
 instrument or document furnished pursuant thereto.

 
	
  

 	
  

 
	
  

 	
           3.       The
 Assignee (i) confirms that it has received a copy of the Credit
 Agreement, together with copies of the most recent financial statements
 delivered to the Lenders pursuant to Section 7.5(a), (b) and (c) thereof
 and such other documents and information as it has deemed appropriate to make
 its own credit analysis and decision to enter into this Assignment and
 Acceptance; (ii) agrees that it will, independently and without reliance
 upon the Agent, the Assignor or any other Lender 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 the Credit
 Agreement; (iii) appoints and authorizes the Agent to take such action
 as Agent on its behalf and to exercise such powers under the Credit Agreement
 and the other Loan Documents as are

 


D-1









	
  

 	
  

 
	
  

 	
 delegated to the Agent by the terms thereof, together with such
 powers as are reasonably incidental thereto; (iv) agrees that it will
 perform in accordance with their terms all of the obligations which by the
 terms of the Credit Agreement are required to be performed by it as a Lender;
 and (v) specifies as its lending office (and address for notices) the
 offices set forth on its Administrative Questionnaire.

 
	
  

 	
  

 
	
  

 	
           4.       As
 consideration for the assignment and sale contemplated in Annex I
 hereof, the Assignee shall pay to the Assignor on the Effective Date in
 Federal funds the amount agreed upon between them. It is understood that
 commitment and/or letter of credit fees accrued to the Effective Date with
 respect to the interest assigned hereby are for the account of the Assignor
 and such fees accruing from and including the Effective Date are for the
 account of the Assignee. Each of the Assignor and the Assignee hereby agrees
 that if it receives any amount under the Credit Agreement which is for the
 account of the other party hereto, it shall receive the same for the account
 of such other party to the extent of such other party’s interest therein and
 shall promptly pay the same to such other party.

 
	
  

 	
  

 
	
  

 	
           5.       The
effective date for this Assignment and Acceptance shall be ___________
(the “Effective
Date”). Following the execution of this Assignment and Acceptance,
it will be delivered to the Agent for acceptance and recording by the Agent
and, if required, the Company. 

 
	
  

 	
  

 
	
  

 	
           6.       Upon
 such acceptance and recording, as of the Effective Date, (i) the
 Assignee shall be a party to the Credit Agreement and, to the extent provided
 in this Assignment and Acceptance, have the rights and obligations of a
 Lender thereunder and (ii) the Assignor shall, to the extent provided in
 this Assignment and Acceptance, relinquish its rights and be released from
 its obligations under the Credit Agreement.

 
	
  

 	
  

 
	
  

 	
           7.       Upon
 such acceptance and recording, from and after the Effective Date, the Agent
 shall make all payments under the Credit Agreement in respect of the interest
 assigned hereby (including, without limitation, all payments of principal,
 interest and commitment fees with respect thereto) to the Assignee. The
 Assignor and Assignee shall make all appropriate adjustments in payments
 under the Credit Agreement for periods prior to the Effective Date directly
 between themselves.

 


D-2









	
  

 	
  

 
	
  

 	
           8.       This
 Assignment and Acceptance shall be governed by, and construed in accordance
 with, the laws of the State of Illinois.

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 [ASSIGNOR LENDER]

 
	
  

 	
  

 	
  

 
	
  

 	
 By 

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Name

 	
  

 
	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
 Title

 	
  

 
	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 
	
  

 	
 [ASSIGNEE LENDER]

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Name

 	
  

 
	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
 Title

 	
  

 
	
  

 	
  

 	
  

 	 

 


 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Accepted and consented this

 ____ day of _____________

 	
  

 
	
  

 	
  

 
	
 EMCOR GROUP, INC.

 	
  

 
	
  

 	
  

 	
  

 
	
 By 

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
 Name

 	
  

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
 Title

 	
  

 	
  

 
	
  

 	
  

 	 

 	
  

 





	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Accepted and consented to by the

 Agent this ___ day of ________

 	
  

 
	
  

 	
  

 
	
 BANK OF MONTREAL,
as Agent

 	
  

 
	
  

 	
  

 	
  

 
	
 By 

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
 Name

 	
  

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
 Title

 	
  

 	
  

 
	
  

 	
  

 	 

 	
  

 


D-3





ANNEX I

TO ASSIGNMENT AND ACCEPTANCE


          The
assignee hereby purchases and assumes from the assignor the following interest
in and to all of the Assignor’s rights and obligations under the Credit
Agreement as of the effective date.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 AGGREGATE

 COMMITMENT/LOANS FOR ALL

 LENDERS

 	
  

 	
 AMOUNT OF

 COMMITMENT/LOANS
ASSIGNED

 	
  

 	
 PERCENTAGE ASSIGNED OF
COMMITMENT/LOANS
 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 $_____________

 	
  

 	
 $_____________

 	
  

 	
 _____%

 


D-4





EXHIBIT E


COMMITMENT AMOUNT INCREASE
REQUEST


_______________, 20__


	
  

 
	
 Bank of Montreal

 as Agent (the “Agent”)

 for the Lenders referred to below

 
	
 111 West
 Monroe Street

 
	
 Chicago,
 Illinois 60603

 



Attention:
John Armstrong, Director


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Re:

 	
 Second Amended and Restated Credit Agreement

 dated as of February 4, 2010

 among EMCOR Group, Inc., the Lenders party thereto and

 Bank of Montreal, as Agent

 (as amended, modified or supplemented from

 time to time, the “Credit Agreement”),

 	
  

 
	
  

 	
  

 	


 	
  

 



Ladies and
Gentlemen:


          In
accordance with the Credit Agreement, the Company hereby requests that the
Agent consent to an increase in the aggregate Commitments (the “Commitment
Amount Increase”), in accordance with Section 1.11 of the
Credit Agreement, to be effected by [an increase in the Commitment of [name of existing
Lender] the addition of [name of Additional Lender] (the “Additional Lender”) as a
Lender under the terms of the Credit Agreement]. Capitalized terms
used herein without definition shall have the same meanings herein as such
terms have in the Credit Agreement.


          After
giving effect to such Commitment Amount Increase, and upon the effectiveness of
the Commitment Amount Increase, the Commitment of [the Lender increasing its Commitment]
[the Additional Lender] will be as set forth on Attachment I hereto.


 [Include
paragraphs 1-4 for an Additional Lender]


          1.       The
Additional Lender hereby confirms that it has received a copy of the Credit
Agreement and the exhibits and schedules related thereto, together with copies
of the documents which were required to be delivered under the Credit Agreement
as a condition to the making of the Loans and other extensions of credit
thereunder. The Additional Lender acknowledges and agrees that it has made and
will continue to make, independently and without reliance upon the Agent or any
other Lender and based on such documents and information as it has deemed
appropriate, its own credit analysis and decisions relating to the Credit
Agreement. The 


E-1





Additional Lender further acknowledges and agrees that the Agent has
not made any representations or warranties about the credit worthiness of the
Company or any other party to the Credit Agreement or with respect to the
legality, validity, sufficiency or enforceability of the Credit Agreement or
the value of any security therefor.


          2.       Except
as otherwise provided in the Credit Agreement, effective as of the date of
acceptance hereof by the Agent, the Additional Lender (i) shall be deemed
automatically to have become a party to the Credit Agreement and have all the
rights and obligations of a “Lender” under the Credit Agreement as if
it were an original signatory thereto and (ii) agrees to be bound by the
terms and conditions set forth in the Credit Agreement as if it were an
original signatory thereto.


          3.       The
Additional Lender hereby advises you of the following administrative details
with respect to its Loans and Commitment:


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (A)

 	
 Notices:

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Institution
 Name:   ________________

 	
  

 
	
  

 	
  

 	
 Address:   _______________________

 	
  

 
	
  

 	
  

 	
                  _______________________

 	
  

 
	
  

 	
  

 	
 Telephone:
 ______________________

 	
  

 
	
  

 	
  

 	
 Facsimile:  ______________________

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (B)

 	
 Payment
 Instructions:

 	
  

 


          This
Agreement shall be deemed to be a contractual obligation under, and shall be
governed by and construed in accordance with, the laws of the state of
Illinois.


          The
Commitment Amount Increase shall be effective when the executed consent of the
Agent is received or otherwise in accordance with Section 1.11 of the
Credit Agreement, but not in any case prior to ___________________, ____. It
shall be a condition to the effectiveness of the Commitment Amount Increase
that (i) all fees and expenses referred to in Section 1.11 of the
Credit Agreement shall have been paid and (ii) no Eurodollar Loans shall
be outstanding on the date of such effectiveness.


          The Company
hereby certifies that no Default or Event of Default has occurred and is
continuing.


E-2





          Please
indicate the Agent’s consent to such Commitment Amount Increase by signing the
enclosed copy of this letter in the space provided below.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Very truly
 yours,

 
	
  

 	
  

 
	
  

 	
 EMCOR GROUP, INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 
	
  

 	
 [ADDITIONAL LENDER/LENDER INCREASING
 COMMITMENTS]

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	
  

 	 

 





	
  

 	
  

 	
  

 	
  

 	
  

 
	
 The
 undersigned hereby consents

 on this __ day of _____________,

 ___ to the above-requested Commitment

 Amount Increase.

 	
  

 
	
  

 	
  

 
	
 BANK OF MONTREAL,
 as Agent

 	
  

 
	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
 Name:

 	
  

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
 Title:

 	
  

 	
  

 
	
  

 	
  

 	 

 	
  

 


E-3





ATTACHMENT I


	
  

 	
  

 
	
 LENDER

 	
 COMMITMENT

 


E-4





EXHIBIT F


NOTICE
OF BORROWING


Date: ________________, _____


	
  

 	
  

 
	
 To:

 	
 Bank of Montreal, as Agent for the Lenders parties
     to the Second Amended and Restated Credit Agreement dated as of February
     4, 2010 (as extended, renewed, amended or restated from time to time, the “Credit
 Agreement”), among EMCOR Group, Inc. (the “Company”), the other
 Borrowers party thereto, the Lenders party thereto, and Bank of Montreal, as
 Agent

 



Ladies and
Gentlemen:


          The
Company, individually and in its capacity as agent for the Borrowers, refers to
the Credit Agreement, the terms defined therein being used herein as therein
defined, and hereby gives you notice irrevocably, pursuant to Section 1.4
of the Credit Agreement, of the Borrowing specified below:


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 1.

 	
 The name of Borrower on whose behalf such Borrowing is being
 requested _________________________

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.

 	
 The Business Day of the proposed Borrowing is ___________, ____.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.

 	
 The aggregate amount of the proposed Borrowing is $______________.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 4.

 	
 The currency of such Borrowing _______________.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           5.       The
 Borrowing is to be comprised of $___________ of [Base Rate] [Eurodollar]
 Loans.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
          [6.       The duration of the Interest
 Period for the Eurodollar Loans included in the Borrowing shall be
 ____________ months.]

 



          The
undersigned hereby certifies that the following statements are true on the date
hereof, and will be true on the date of the proposed Borrowing, before and
after giving effect thereto and to the application of the proceeds therefrom:


	
  

 	
  

 
	
  

 	
           (a)      the
 representations and warranties of the Borrowers contained in Section 5
 of the Credit Agreement are true and correct as though made on and as of such
 date (except to the extent such representations and warranties relate to an
 earlier date, in which case they are true and correct as of such date); and

 
	
  

 	
  

 
	
  

 	
           (b)     
 no Default or Event of Default has occurred and is continuing or would result
 from such proposed Borrowing.

 


















	
  

 	
  

 
	
  

 	
 EMCOR GROUP, INC.

 
	
  

 	
  

 
	
  

 	
 By

 



	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Name

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
 Title

 	
  

 
	
  

 	
  

 	 

 


-2-






SCHEDULE
1.1


COMMITMENTS


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 LENDER

 	
  

 	
 COMMITMENT

 	
  

 	
 PERCENTAGE

 
	



 	
  

 	



 	
  

 	



 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Bank of
 Montreal

 	
  

 	
 $52,500,000

 	
  

 	
 9.545455%

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Bank of
 America, N.A.

 	
  

 	
 $52,500,000

 	
  

 	
 9.545455%

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 US Bank,
 National Association

 	
  

 	
 $52,500,000

 	
  

 	
 9.545455%

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Lloyds TSB
 Bank plc

 	
  

 	
 $50,000,000

 	
  

 	
 9.090909%

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Fifth Third
 Bank

 	
  

 	
 $40,000,000

 	
  

 	
 7.272727%

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 JPMorgan
 Chase Bank, N.A.

 	
  

 	
 $40,000,000

 	
  

 	
 7.272727%

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 RBS
 Citizens, N.A.

 	
  

 	
 $40,000,000

 	
  

 	
 7.272727%

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Sovereign
 Bank

 	
  

 	
 $40,000,000

 	
  

 	
 7.272727%

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Toronto
 Dominion (New York) LLC

 	
  

 	
 $31,250,000

 	
  

 	
 5.681818%

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Branch
 Banking and Trust Company

 	
  

 	
 $31,250,000

 	
  

 	
 5.681818%

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Siemens
 Financial Services, Inc.

 	
  

 	
 $30,000,000

 	
  

 	
 5.454545%

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Webster
 Bank, NA

 	
  

 	
 $25,000,000

 	
  

 	
 4.545455%

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 The Northern
 Trust Company

 	
  

 	
 $25,000,000

 	
  

 	
 4.545455%

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 PNC Bank,
 N.A.

 	
  

 	
 $25,000,000

 	
  

 	
 4.545455%

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 RZB Finance
 LLC

 	
  

 	
 $15,000,000

 	
  

 	
 2.757573%

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 TOTAL

 	
  

 	
  

 	
 $550,000,000

 	
  

 	
  

 	
  

 	
 100%

 	
  

 
	
  

 	
  

 	
  

 	



 	
  

 	
  

 	
  

 	 

 	
  

 


-3-





SCHEDULE
1.3


EXISTING
LETTERS OF CREDIT



	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Number

 	
  

 	
 Issuer

 	
  

 	
 Beneficiary

 	
  

 	
 Amount

 	
  

 	
 Expiry Date

 
	



 	
  

 	



 	
  

 	



 	
  

 	



 	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 HACH19624OS

 	
  

 	
 Harris N.A.

 	
  

 	
 Indemnity
 Insurance Companies of North America ACE American Ins.

 	
  

 	
 $500,871

 	
  

 	
 10/01/10

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 HACH19637OS

 	
  

 	
 Harris N.A.

 	
  

 	
 ACE Property
 & Casualty Insurance Company, Pacific Employers Insurance Company

 	
  

 	
 $428,229

 	
  

 	
 09/30/10

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 HACH19638OS

 	
  

 	
 Harris N.A.

 	
  

 	
 Transportation
 Insurance Company and/or Continental Casualty Company and/or American
 Casualty Company of Reading, Pennsylvania

 	
  

 	
 $46,000

 	
  

 	
 10/01/10

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 HACH19644OS

 	
  

 	
 Harris N.A.

 	
  

 	
 Continental
 Casualty Company and/or American Casualty Company of Reading, Pennsylvania
 and/or Transportation Insurance Company

 	
  

 	
 $267,000

 	
  

 	
 09/01/10

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 HACH19646OS

 	
  

 	
 Harris N.A.

 	
  

 	
 Continental Casualty
 Company and/or American Casualty Company of Reading, Pennsylvania

 	
  

 	
 $204,000

 	
  

 	
 09/01/10

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 HACH19647OS

 	
  

 	
 Harris N.A.

 	
  

 	
 Continental
 Casualty Company and/or American Casualty Company of Reading, Pennsylvania

 	
  

 	
 $138,000

 	
  

 	
 09/01/10

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 HACH19651OS

 	
  

 	
 Harris N.A.

 	
  

 	
 American
 Casualty Company of Reading, PA and/or Transportation Insurance Company
 and/or Continental Casualty Company

 	
  

 	
 $1,202,000

 	
  

 	
 10/01/10

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 HACH270301OS

 	
  

 	
 Harris N.A.

 	
  

 	
 American
 Casualty Company of Reading, Pennsylvania and/or Transportation Insurance
 Company and/or Continental Casualty Company

 	
  

 	
 $5,150,000

 	
  

 	
 10/01/10

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 68030574

 	
  

 	
  

 	
  

 	
 American
 Casualty Company of Reading, PA and Continental Casualty Company and
 Transportation Insurance Company

 	
  

 	
 $2,584,000

 	
  

 	
 10/01/10

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 68030618

 	
  

 	
  

 	
  

 	
 Transportation
 Insurance Company and American Casualty Company of Reading, PA and
 Continental Casualty Company

 	
  

 	
 $4,813,000

 	
  

 	
 10/01/10

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 68030663

 	
  

 	
  

 	
  

 	
 American
 Casualty Company of Reading, Pennsylvania and Transportation Insurance
 Company and Continental Casualty Company

 	
  

 	
 $6,763,000

 	
  

 	
 10/01/10

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 68030719

 	
  

 	
  

 	
  

 	
 Transportation
 Insurance Company and/or American Casualty Company of Reading, Pennsylvania
 and/or Continental Casualty Company

 	
  

 	
 $10,749,000

 	
  

 	
 10/01/10

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Number

 	
  

 	
 Issuer

 	
  

 	
 Beneficiary

 	
  

 	
 Amount

 	
  

 	
 Expiry Date

 
	



 	
  

 	



 	
  

 	



 	
  

 	



 	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 68030821

 	
  

 	
  

 	
  

 	
 Transportation
 Insurance Company and/or American Casualty Company of Reading, PA and/or
 Continental Casualty Company

 	
  

 	
 $16,199,000

 	
  

 	
 10/01/10

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 68030875

 	
  

 	
  

 	
  

 	
 American
 Casualty Company of Reading, Pennsylvania and/or Transportation Insurance
 Company and/or Continental Casualty Company

 	
  

 	
 $14,725,980

 	
  

 	
 10/01/10

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 68030724

 	
  

 	
  

 	
  

 	
 The
 Travelers Indemnity Company

 	
  

 	
 $405,000

 	
  

 	
 10/12/10

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 68030815

 	
  

 	
  

 	
  

 	
 SeaBright
 Insurance Company

 	
  

 	
 $453,555

 	
  

 	
 10/12/10

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 68030817

 	
  

 	
  

 	
  

 	
 Royal Bank
 of Canada

 	
  

 	
 $216,451

 	
  

 	
 10/12/10

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 HACH234952OS

 	
  

 	
 Harris N.A.

 	
  

 	
 Zurich
 American Insurance Company

 	
  

 	
 $1,450,000

 	
  

 	
 10/12/10

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 HACH19640OS

 	
  

 	
 Harris N.A.

 	
  

 	
 Reliance
 Insurance Company, United Pacific Insurance Company, Reliance Indemnity
 Company, Reliance National Insurance Company and Reliance Surety Company

 	
  

 	
 $500,000

 	
  

 	
 07/21/10

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 HACH19645OS

 	
  

 	
 Harris N.A.

 	
  

 	
 The
 Travelers Casualty & Surety Company of America

 	
  

 	
 $900,000

 	
  

 	
 12/31/09

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 HACH19649OS

 	
  

 	
 Harris N.A.

 	
  

 	
 Los Angeles
 County

 	
  

 	
 $194,037

 	
  

 	
 02/28/10

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 HACH19654OS

 	
  

 	
 Harris N.A.

 	
  

 	
 Los Angeles
 County

 	
  

 	
 $92,283

 	
  

 	
 04/30/10

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 HACH62175OS

 	
  

 	
 Harris N.A.

 	
  

 	
 Los Angeles
 County

 	
  

 	
 $403,116

 	
  

 	
 12/22/09

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 HACH62176OS

 	
  

 	
 Harris N.A.

 	
  

 	
 Los Angeles
 County

 	
  

 	
 $104,345

 	
  

 	
 12/15/09

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 0015081-0001

 	
  

 	
  

 	
  

 	
 Commissioner
 of Banking, Insurance, Securities and Health Care Administration State of
 Vermont

 	
  

 	
 $250,000

 	
  

 	
 04/27/10

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 S582002

 	
  

 	
  

 	
  

 	
 Ontario
 Power Generation

 	
  

 	
 CAD: 250,000

 	
  

 	
 06/15/10

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 HACH253727OS

 	
  

 	
 Harris N.A.

 	
  

 	
 Ontario
 Power Generation, Inc.

 	
  

 	
 CAD: 896,094

 	
  

 	
 02/13/10

 


-2-






SCHEDULE 4.2


GUARANTORS


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 NAME

 	
  

 	
 JURISDICTION OF INCORPORATION

 	
  

 	
 PERCENTAGE OWNERSHIP

 	
  

 	
 OWNER

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Group,
 Inc.

 	
  

 	
 Delaware

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR
 Government Services, Inc.

 	
  

 	
 Maryland

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Facilities Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Aircond
 Corporation

 	
  

 	
 Georgia

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Government Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 The Betlem
 Service Corporation

 	
  

 	
 New York

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Government Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 CES
 Facilities Management Services, Inc.

 	
  

 	
 Maryland

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Government Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Combustioneer
 Corporation

 	
  

 	
 Maryland

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Government Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR
 Services Team Mechanical, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Services New York/New Jersey, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Trimech
 Plumbing, LLC

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Services New York/New Jersey, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Viox
 Services, Inc.

 	
  

 	
 Ohio

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Government Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dyn
 Specialty Contracting, Inc.

 	
  

 	
 Virginia

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dynalectric
 Company

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 DYN
 Specialty Contracting, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dynalectric
 Company of Nevada

 	
  

 	
 Nevada

 	
  

 	
 100%

 	
  

 	
 DYN
 Specialty Contracting, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Contra Costa
 Electric

 	
  

 	
 California

 	
  

 	
 100%

 	
  

 	
 DYN
 Specialty Contracting, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 KDC, Inc.

 	
  

 	
 California

 	
  

 	
 100%

 	
  

 	
 DYN
 Specialty Contracting, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR
 Construction Services, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 MES Holdings
 Corp.

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 NAME

 	
  

 	
 JURISDICTION OF INCORPORATION

 	
  

 	
 PERCENTAGE OWNERSHIP

 	
  

 	
 OWNER

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR
 Mechanical/Electrical Services (East), Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Heritage Mechanical
 Services, Inc.

 	
  

 	
 New York

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Mechanical/Electrical Services (East), Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Welsbach
 Electric Corp.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Mechanical/Electrical Services (East), Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Forest
 Electric Corp.

 	
  

 	
 New York

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Mechanical/Electrical Services (East), Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Welsbach
 Electric Corp. of L.I.

 	
  

 	
 New York

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Mechanical/Electrical Services (East), Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Penguin
 Maintenance and Services, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Mechanical/Electrical Services (East), Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Penguin Air
 Conditioning Corp.

 	
  

 	
 New York

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Mechanical/Electrical Services (East), Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Inte-Fac
 Corp.

 	
  

 	
 New York

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Mechanical/Electrical Services (East), Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 R.S.
 Harritan & Company, Inc.

 	
  

 	
 Virginia

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Mechanical/Electrical Services (East), Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 J.C. Higgins
 Corp.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Mechanical/Electrical Services (East), Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 New England
 Mechanical Services of Massachusetts, Inc.

 	
  

 	
 Massachusetts

 	
  

 	
 100%

 	
  

 	
 New England
 Mechanical Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 New England
 Mechanical Services, Inc.

 	
  

 	
 Connecticut

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Government Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Labov
 Mechanical, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 J.C. Higgins
 Corp.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Midland Fire
 Protection, Inc.

 	
  

 	
 Rhode Island

 	
  

 	
 100%

 	
  

 	
 J.C. Higgins
 Corp.

 


-2-









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 NAME

 	
  

 	
 JURISDICTION OF INCORPORATION

 	
  

 	
 PERCENTAGE OWNERSHIP

 	
  

 	
 OWNER

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Professional
 Mechanical Contractors, LLC

 	
  

 	
 Connecticut

 	
  

 	
 100%

 	
  

 	
 J.C. Higgins
 Corp.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Labov
 Plumbing, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 Labov
 Mechanical, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Duffy Mechanical
 Corp.

 	
  

 	
 Maryland

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Hyre
 Electric Co. of Indiana, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dynalectric
 Company of Ohio

 	
  

 	
 Ohio

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Gibson
 Electric Co., Inc.

 	
  

 	
 New Jersey

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dynalectric
 of Michigan II, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 University
 Mechanical & Engineering Contractors, Inc.

 	
  

 	
 California

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Pace
 Mechanical Services II, Inc.

 	
  

 	
 Michigan

 	
  

 	
 100%

 	
  

 	
 University
 Mechanical & Engineering Contractors, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 The Fred B.
 DeBra Co.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 University
 Mechanical & Engineering Contractors, Inc.

 	
  

 	
 Arizona

 	
  

 	
 100%

 	
  

 	
 University
 Mechanical & Engineering Contractors, Inc., a California corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Hansen
 Mechanical Contractors, Inc.

 	
  

 	
 Nevada

 	
  

 	
 100%

 	
  

 	
 University
 Mechanical & Engineering Contractors, Inc., a California corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Trautman
 & Shreve, Inc.

 	
  

 	
 Colorado

 	
  

 	
 100%

 	
  

 	
 University
 Mechanical & Engineering Contractors, Inc., a California corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Gowan,
 Inc.

 	
  

 	
 Texas

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 


-3-









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 NAME

 	
  

 	
 JURISDICTION OF INCORPORATION

 	
  

 	
 PERCENTAGE OWNERSHIP

 	
  

 	
 OWNER

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR
 International, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 MES Holdings
 Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Marelich
 Mechanical Co., Inc.

 	
  

 	
 California

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Design Air,
 Limited

 	
  

 	
 Washington

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 S.A.
 Comunale Co., Inc.

 	
  

 	
 Ohio

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Performance
 Mechanical, Inc.

 	
  

 	
 California

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 University
 Marelich Mechanical, Inc.

 	
  

 	
 California

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Energy
 Services, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Mechanical/Electrical Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR
 Facilities Services, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 MES Holdings
 Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Mesa Energy
 Systems, Inc.

 	
  

 	
 California

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Facilities Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 MOR PPM,
 Inc.

 	
  

 	
 South Carolina

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Facilities Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR
 Services Northeast, Inc.

 	
  

 	
 Massachusetts

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Facilities Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Mechanical
 Services of Central Florida, Inc.

 	
  

 	
 Florida

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Facilities Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR
 Services New York/New Jersey, Inc.

 	
  

 	
 New York

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Facilities Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Building
 Technology Engineers, Inc.

 	
  

 	
 Massachusetts

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Facilities Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Fluidics,
 Inc.

 	
  

 	
 Pennsylvania

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Facilities Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR
 Services Arizona, Inc

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Facilities Services, Inc.

 


-4-









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 NAME

 	
  

 	
 JURISDICTION OF INCORPORATION

 	
  

 	
 PERCENTAGE OWNERSHIP

 	
  

 	
 OWNER

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Air Systems,
 Inc.

 	
  

 	
 California

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Facilities Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 L.T.
 Mechanical, Inc.

 	
  

 	
 North Carolina

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Facilities Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Monumental
 Investment Corporation

 	
  

 	
 Maryland

 	
  

 	
 100%

 	
  

 	
 MES Holdings
 Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 The Poole
 and Kent Corporation

 	
  

 	
 Maryland

 	
  

 	
 100%

 	
  

 	
 Monumental
 Investment Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Poole and
 Kent - Connecticut, Inc.

 	
  

 	
 Maryland

 	
  

 	
 100%

 	
  

 	
 Monumental
 Investment Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Poole and
 Kent - New England, Inc.

 	
  

 	
 Maryland

 	
  

 	
 100%

 	
  

 	
 Monumental
 Investment Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Monumental
 Heating, Ventilating and Air Conditioning Contractors, Inc.

 	
  

 	
 Maryland

 	
  

 	
 100%

 	
  

 	
 Monumental
 Investment Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Forti/Poole
 and Kent, L.L.C.

 	
  

 	
 Maryland

 	
  

 	
 100%

 	
  

 	
 Monumental
 Heating, Ventilating and Air Conditioning Contractors, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 HVAC, Ltd.

 	
  

 	
 Maryland

 	
  

 	
 100%

 	
  

 	
 Monumental
 Investment Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Great
 Monument Construction Company

 	
  

 	
 Maryland

 	
  

 	
 100%

 	
  

 	
 HVAC, Ltd.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Atlantic
 Coast Mechanical, Inc.

 	
  

 	
 Maryland

 	
  

 	
 100%

 	
  

 	
 HVAC, Ltd.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 The Poole
 and Kent Company

 	
  

 	
 Maryland

 	
  

 	
 100%

 	
  

 	
 Monumental
 Investment Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Poole &
 Kent Company of Florida

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 MES Holdings
 Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR-CSI
 Holding Co.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 MES Holdings
 Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 CSUSA Holdings,
 L. L. C.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR CSI
 Holding Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 CS48
 Acquisition Corp.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 CSUSA
 Holdings, LLC

 


-5-









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 NAME

 	
  

 	
 JURISDICTION OF INCORPORATION

 	
  

 	
 PERCENTAGE OWNERSHIP

 	
  

 	
 OWNER

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Shambaugh
 & Son, L.P.

 	
  

 	
 Texas

 	
  

 	
 General Partner

 	
  

 	
 CSUSA
 Holdings, LLC

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Texas

 	
  

 	
 Limited Partner

 	
  

 	
 CS48
 Acquisition Corp.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Border
 Electric Co., L.P.

 	
  

 	
 Texas

 	
  

 	
 General Partner

 	
  

 	
 CSUSA
 Holdings, LLC

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Texas

 	
  

 	
 Limited Partner

 	
  

 	
 CS48
 Acquisition Corp.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Border
 Mechanical Co., L.P.

 	
  

 	
 Texas

 	
  

 	
 General Partner

 	
  

 	
 CSUSA
 Holdings, LLC

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Texas

 	
  

 	
 Limited Partner

 	
  

 	
 CS48
 Acquisition Corp.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Central
 Mechanical Construction Co., Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR CSI
 Holding Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 F & G
 Mechanical Corporation

 	
  

 	
 Delaware

 	
  

 	
 90%

 	
  

 	
 EMCOR CSI Holding
 Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 F & G
 Plumbing, Inc.

 	
  

 	
 New Jersey

 	
  

 	
 100%

 	
  

 	
 F & G
 Mechanical Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 F & G
 Management, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR CSI
 Holding Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Hillcrest
 Sheet Metal, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR CSI
 Holding Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Illingworth-Kilgust
 Mechanical, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR CSI
 Holding Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Kuempel
 Service, Inc.

 	
  

 	
 Ohio

 	
  

 	
 100%

 	
  

 	
 EMCOR CSI
 Holding Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Lowrie
 Electric Company

 	
  

 	
 Tennessee

 	
  

 	
 100%

 	
  

 	
 EMCOR CSI
 Holding Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Mandell
 Mechanical Corporation

 	
  

 	
 New York

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Mechanical/Electrical Services (East), Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Maximum
 Refrigeration & Air Conditioning Corp.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR CSI
 Holding Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Meadowlands
 Fire Protection Corp.

 	
  

 	
 New Jersey

 	
  

 	
 100%

 	
  

 	
 EMCOR CSI
 Holding Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 North Jersey
 Mechanical Contractors, Inc.

 	
  

 	
 New Jersey

 	
  

 	
 100%

 	
  

 	
 EMCOR CSI
 Holding Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Nogle &
 Black Mechanical, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR CSI
 Holding Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 The Fagan
 Company

 	
  

 	
 Kansas

 	
  

 	
 100%

 	
  

 	
 EMCOR CSI
 Holding Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Walker J
 Walker, Inc.

 	
  

 	
 Tennessee

 	
  

 	
 100%

 	
  

 	
 EMCOR CSI
 Holding Co.

 


-6-









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 NAME

 	
  

 	
 JURISDICTION OF INCORPORATION

 	
  

 	
 PERCENTAGE OWNERSHIP

 	
  

 	
 OWNER

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 MES Holdings
 Corporation

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR Group,
 Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 FR X
 Ohmstede Acquisitions Co.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Facilities Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 HNT Holdings
 Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 FR X
 Ohmstede Acquisitions Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Ohmstede
 Partners LLC

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 HNT Holdings
 Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Ohmstede
 Holdings LLC

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 HNT Holdings
 Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Ohmstede
 Ltd.

 	
  

 	
 Texas

 	
  

 	
 1%

 	
  

 	
 Ohmstede
 Partners LLC

 
	
  

 	
  

 	
  

 	
  

 	
 99%

 	
  

 	
 Ohmstede
 Holdings LLC

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Ohmstede
 Industrial Services, Inc.

 	
  

 	
 Texas

 	
  

 	
 100%

 	
  

 	
 Ohmstede
 Ltd.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Beaumont
 Real Estate Holding Company

 	
  

 	
 Texas

 	
  

 	
 100%

 	
  

 	
 Ohmstede
 Ltd.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Redman
 Equipment & Manufacturing Company

 	
  

 	
 California

 	
  

 	
 100%

 	
  

 	
 Ohmstede
 Ltd.

 


-7-








	
  

 
	
 SCHEDULE 5.2

 
	
  

 
	
 RESTRICTED SUBSIDIARIES

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 NAME

 	
  

 	
 JURISDICTION
 OF
INCORPORATION

 	
  

 	
 PERCENTAGE

 OWNERSHIP

 	
  

 	
 OWNER

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Aircond
 Corporation

 	
  

 	
 Georgia

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Government Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 The Betlem
 Service Corporation

 	
  

 	
 New York

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Government Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 CES
 Facilities Management Services, Inc.

 	
  

 	
 Maryland

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Government Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Combustioneer
 Corporation

 	
  

 	
 Maryland

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Government Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR
 Services Team Mechanical, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Government Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Illingworth
 Corporation

 	
  

 	
 Wisconsin

 	
  

 	
 100%

 	
  

 	
 EMCOR CSI
 Holding Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 New England
 Mechanical Services of Massachusetts, Inc.

 	
  

 	
 Massachusetts

 	
  

 	
 100%

 	
  

 	
 New England
 Mechanical Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 New England
 Mechanical Services, Inc.

 	
  

 	
 Connecticut

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Government Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Trimech
 Plumbing, L.L.C.

 	
  

 	
 Delaware

 	
  

 	
 90%

 	
  

 	
 EMCOR
 Services New York/New Jersey, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Viox
 Services, Inc.

 	
  

 	
 Ohio

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Government Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 DYN
 Specialty Contracting, Inc.

 	
  

 	
 Virginia

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dynalectric
 Company

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 DYN
 Specialty Contracting, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dynalectric
 Company of Nevada

 	
  

 	
 Nevada

 	
  

 	
 100%

 	
  

 	
 DYN
 Specialty Contracting, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Contra Costa
 Electric, Inc.

 	
  

 	
 California

 	
  

 	
 100%

 	
  

 	
 DYN
 Specialty Contracting, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 KDC, Inc.

 	
  

 	
 California

 	
  

 	
 100%

 	
  

 	
 DYN
 Specialty Contracting, Inc.

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 NAME

 	
  

 	
 JURISDICTION
 OF
INCORPORATION

 	
  

 	
 PERCENTAGE

 OWNERSHIP

 	
  

 	
 OWNER

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR
 Construction Services, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 MES Holdings
 Corp.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Defender
 Indemnity, Ltd.

 	
  

 	
 Vermont

 	
  

 	
 100%

 	
  

 	
 EMCOR Risk
 Holdings, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Risk
 Holdings, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 MES Holdings
 Corp.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR
 Mechanical/Electrical Services, (East), Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Heritage
 Mechanical Services, Inc.

 	
  

 	
 New York

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Mechanical/Electrical Services (East), Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Heritage
 M&S, Inc.

 	
  

 	
 New York

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Mechanical/Electrical Services (East), Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Welsbach
 Electric Corp.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Mechanical/Electrical Services (East), Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Welsbach
 Electric Corp. of L.I.

 	
  

 	
 New York

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Mechanical/Electrical Services (East), Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Forest
 Electric Corp.

 	
  

 	
 New York

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Mechanical/Electrical Services (East), Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Penguin
 Maintenance and Services, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Mechanical/Electrical Services (East), Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Inte-Fac
 Corp.

 	
  

 	
 New York

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Mechanical/Electrical Services (East), Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Penguin Air
 Conditioning Corp.

 	
  

 	
 New York

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Mechanical/Electrical Services (East), Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 R.S.
 Harritan & Company, Inc.

 	
  

 	
 Virginia

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Mechanical/Electrical Services (East), Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 J.C. Higgins
 Corp.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Mechanical/Electrical Services (East), Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Tucker
 Mechanical, Inc.

 	
  

 	
 Connecticut

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Mechanical/Electrical Services (East), Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Midland Fire
 Protection, Inc.

 	
  

 	
 Rhode Island

 	
  

 	
 100%

 	
  

 	
 J. C.
 Higgins Corp.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Professional
 Mechanical Contractors, LLC

 	
  

 	
 Connecticut

 	
  

 	
 100%

 	
  

 	
 J.C. Higgins
 Corp.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Labov
 Mechanical, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 J.C. Higgins
 Corp.

 


-2-









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 NAME

 	
  

 	
 JURISDICTION
 OF
INCORPORATION

 	
  

 	
 PERCENTAGE

 OWNERSHIP

 	
  

 	
 OWNER

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Labov
 Plumbing, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 Labov
 Mechanical, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Duffy
 Mechanical Corp.

 	
  

 	
 Maryland

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR
 Facilities Services, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 MES Holdings
 Corp.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Mesa Energy
 Systems, Inc.

 	
  

 	
 California

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Facilities Services, Inc. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Newcomb
 Anderson Associates 

 	
  

 	
 California

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Facilities Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR
 Services Northeast, Inc.

 	
  

 	
 Massachusetts

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Facilities Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR
 Services Arizona, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Facilities Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR
 Government Services, Inc.

 	
  

 	
 Maryland

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Facilities Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR
 Services New York/New Jersey, Inc.

 	
  

 	
 New York

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Facilities Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Consolidated
 Engineering Services, Inc.

 	
  

 	
 Maryland

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Facilities Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Building
 Technology Engineers, Inc.

 	
  

 	
 Massachusetts

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Facilities Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Fluidics,
 Inc.

 	
  

 	
 Pennsylvania

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Facilities Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Air Systems,
 Inc.

 	
  

 	
 California

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Facilities Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Trimech
 Corporation

 	
  

 	
 New Jersey

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Facilities Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Gotham Air
 Conditioning Service, Inc.

 	
  

 	
 New York

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Facilities Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dynalectric
 Company of Ohio

 	
  

 	
 Ohio

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Mechanical
 Services of Central Florida, Inc.

 	
  

 	
 Florida

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Facilities Services, Inc.

 


-3-









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 NAME

 	
  

 	
 JURISDICTION
 OF
INCORPORATION

 	
  

 	
 PERCENTAGE

 OWNERSHIP

 	
  

 	
 OWNER

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 MOR PPM,
 Inc.

 	
  

 	
 South Carolina

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Facilities Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 L.T.
 Mechanical, Inc.

 	
  

 	
 North Carolina

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Facilities Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dynalectric
 of Michigan II, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Gibson
 Electric Co., Inc.

 	
  

 	
 New Jersey

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Hyre
 Electric Co. of Indiana, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 The Fred B.
 DeBra Co.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 University
 Mechanical & Engineering Contractors, Inc.

 	
  

 	
 California

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 S. A.
 Comunale Co., Inc.

 	
  

 	
 Ohio

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Performance
 Mechanical, Inc.

 	
  

 	
 California

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 BALCO, Inc.

 	
  

 	
 Massachusetts

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Commonwealth
 Air Conditioning and Heating, Inc.

 	
  

 	
 Massachusetts

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 CommAir,
 Inc.

 	
  

 	
 Massachusetts

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Pace
 Mechanical Services II, Inc.

 	
  

 	
 Michigan

 	
  

 	
 100%

 	
  

 	
 University
 Mechanical & Engineering Contractors, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 University
 Mechanical & Engineering Contractors, Inc.

 	
  

 	
 Arizona

 	
  

 	
 100%

 	
  

 	
 University
 Mechanical & Engineering Contractors, Inc., a California corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 MES Holdings
 Corporation

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR Group,
 Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Hansen
 Mechanical Contractors, Inc.

 	
  

 	
 Nevada

 	
  

 	
 100%

 	
  

 	
 University
 Mechanical & Engineering Contractors, Inc., a California corporation

 


-4-









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 NAME

 	
  

 	
 JURISDICTION
 OF
INCORPORATION

 	
  

 	
 PERCENTAGE

 OWNERSHIP

 	
  

 	
 OWNER

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Trautman
 & Shreve, Inc.

 	
  

 	
 Colorado

 	
  

 	
 100%

 	
  

 	
 University
 Mechanical & Engineering Contractors, Inc., a California corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Marelich
 Mechanical Co., Inc. 

 	
  

 	
 California

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Design Air,
 Limited

 	
  

 	
 Washington

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Gowan,
 Inc.

 	
  

 	
 Texas

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 University
 Marelich Mechanical, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Construction Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Energy
 Services, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Mechanical/Electrical Services (East), Inc. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR
 International, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 MES Holdings
 Corp.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Monumental
 Investment Corporation

 	
  

 	
 Maryland

 	
  

 	
 100%

 	
  

 	
 MES Holdings
 Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 The Poole
 and Kent Corporation

 	
  

 	
 Maryland

 	
  

 	
 100%

 	
  

 	
 Monumental
 Investment Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Poole and
 Kent – Connecticut, Inc.

 	
  

 	
 Maryland

 	
  

 	
 100%

 	
  

 	
 Monumental
 Investment Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Poole and
 Kent – New England, Inc.

 	
  

 	
 Maryland

 	
  

 	
 100%

 	
  

 	
 Monumental
 Investment Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Poole &
 Kent Company of Florida

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 MES Holdings
 Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Monumental
 Heating, Ventilating and Air Conditioning Contractors, Inc.

 	
  

 	
 Maryland

 	
  

 	
 100%

 	
  

 	
 Monumental
 Investment Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Forti/Poole
 and Kent L.L.C.

 	
  

 	
 Maryland

 	
  

 	
 100%

 	
  

 	
 Monumental
 Heating, Ventilating and Air Conditioning Contractors, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 HVAC, Ltd.

 	
  

 	
 Maryland

 	
  

 	
 100%

 	
  

 	
 Monumental
 Investment Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Atlantic
 Coast Mechanical, Inc.

 	
  

 	
 Maryland

 	
  

 	
 100%

 	
  

 	
 HVAC, Ltd.

 


-5-







	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 NAME

 	
  

 	
 JURISDICTION
 OF 

 INCORPORATION

 	
  

 	
 PERCENTAGE

 OWNERSHIP

 	
  

 	
 OWNER

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Great
 Monument Construction Company

 	
  

 	
 Maryland

 	
  

 	
 100%

 	
  

 	
 HVAC, Ltd.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 The Poole
 and Kent Company

 	
  

 	
 Maryland

 	
  

 	
 100%

 	
  

 	
 Monumental
 Investment Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR-CSI Holdings
 Co.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 MES Holdings
 Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 CSUSA
 Holdings L.L.C.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR CSI
 Holding Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 CS48
 Acquisition Corp.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 CSUSA
 Holdings L.L.C.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Shambaugh
 & Son, L.P.

 	
  

 	
 Texas

 	
  

 	
 General Partner

 	
  

 	
 CSUSA Holdings
 L.L.C.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Shambaugh
 & Son, L.P.

 	
  

 	
 Texas

 	
  

 	
 Limited Partner

 	
  

 	
 CS48
 Acquisition Corp.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Border
 Electric Co., L.P.

 	
  

 	
 Texas

 	
  

 	
 General Partner

 	
  

 	
 CSUSA
 Holdings L.L.C.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Border
 Electric Co., L.P.

 	
  

 	
 Texas

 	
  

 	
 Limited Partner

 	
  

 	
 CS48
 Acquisition Corp.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Border
 Mechanical Co., L.P.

 	
  

 	
 Texas

 	
  

 	
 General Partner

 	
  

 	
 CSUSA
 Holdings L.L.C.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Border
 Mechanical Co., L.P.

 	
  

 	
 Texas

 	
  

 	
 Limited Partner

 	
  

 	
 CS48
 Acquisition Corp.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 AM
 Contractors 1, Inc.

 	
  

 	
 Michigan

 	
  

 	
 100%

 	
  

 	
 EMCOR CSI
 Holding Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Central
 Mechanical Construction Co., Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR CSI
 Holding Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 F & G
 Mechanical Corporation

 	
  

 	
 Delaware

 	
  

 	
 90%

 	
  

 	
 EMCOR CSI
 Holding Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 F & G
 Plumbing, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 F & G
 Mechanical Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 F & G
 Management, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR CSI
 Holdings, L.L.C. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Hillcrest
 Sheet Metal, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR CSI
 Holding Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Illingworth-Kilgust
 Mechanical, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR CSI
 Holding Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Kilgust
 Mechanical, Inc.

 	
  

 	
 Wisconsin

 	
  

 	
 100%

 	
  

 	
 EMCOR CSI
 Holding Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Kuempel
 Service, Inc.

 	
  

 	
 Ohio

 	
  

 	
 100%

 	
  

 	
 EMCOR CSI
 Holding Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Lowrie
 Electric Company, Inc.

 	
  

 	
 Tennessee

 	
  

 	
 100%

 	
  

 	
 EMCOR CSI
 Holding Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Mandell
 Mechanical Corporation

 	
  

 	
 New York

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Mechanical/Electrical Services (East), Inc.

 


-6-









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 NAME

 	
  

 	
 JURISDICTION
 OF 

 INCORPORATION

 	
  

 	
 PERCENTAGE

 OWNERSHIP

 	
  

 	
 OWNER

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Maximum
 Refrigeration & Air Conditioning Corp.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR CSI
 Holding Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Meadowlands
 Fire Protection Corp.

 	
  

 	
 New Jersey

 	
  

 	
 100%

 	
  

 	
 EMCOR CSI
 Holding Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Nogle &
 Black Mechanical, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR CSI
 Holding Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 North Jersey
 Mechanical Contractors, Inc.

 	
  

 	
 New Jersey

 	
  

 	
 100%

 	
  

 	
 EMCOR CSI
 Holding Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 The Fagan
 Company

 	
  

 	
 Kansas

 	
  

 	
 100%

 	
  

 	
 EMCOR CSI
 Holding Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Walker-J-Walker,
 Inc.

 	
  

 	
 Tennessee

 	
  

 	
 100%

 	
  

 	
 EMCOR CSI
 Holding Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 FR X
 Ohmstede Acquisitions Co

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR
 Facilities Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 HNT Holdings
 Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 FR X
 Ohmstede Acquisitions Co.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Ohmstede
 Partners LLC

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 HNT Holdings
 Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Ohmstede
 Holdings LLC

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 HNT Holdings
 Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Ohmstede
 Ltd.

 	
  

 	
 Texas

 	
  

 	
 1%

 99%

 	
  

 	
 Ohmstede
 Partners LLC 

 Ohmstede Holdings LLC

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Ohmstede
 Industrial Services, Inc

 	
  

 	
 Texas

 	
  

 	
 100%

 	
  

 	
 Ohmstede
 Ltd.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Beaumont
 Real Estate Holding Company

 	
  

 	
 Texas

 	
  

 	
 100%

 	
  

 	
 Ohmstede
 Ltd. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Redman
 Equipment & Manufacturing Company

 	
  

 	
 California

 	
  

 	
 100%

 	
  

 	
 Ohmstede
 Ltd.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3072455 Nova
 Scotia Company

 	
  

 	
 Canada

 	
  

 	
 100%

 	
  

 	
 EMCOR
 International, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Comstock
 Canada Ltd.

 	
  

 	
 Canada

 	
  

 	
 100%

 	
  

 	
 3072454 Nova
 Scotia Company

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3072454 Nova
 Scotia Company

 	
  

 	
 Canada

 	
  

 	
 100%

 	
  

 	
 EMCOR
 International, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Comstock
 Power Ltd.

 	
  

 	
 Canada

 	
  

 	
 100%

 	
  

 	
 Comstock
 Canada, Ltd.

 


-7-









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 NAME

 	
  

 	
 JURISDICTION
 OF 

 INCORPORATION

 	
  

 	
 PERCENTAGE

 OWNERSHIP

 	
  

 	
 OWNER

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR
 Holdings LP

 	
  

 	
 Canada

 	
  

 	
 100%

 	
  

 	
 3072454 Nova
 Scotia Company

 3072455 Nova Scotia Company

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR
 Facilities Services (PR), Inc.*

 	
  

 	
 Puerto Rico

 	
  

 	
 100%

 	
  

 	
 EMCOR
 International, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR (UK)
 Limited

 	
  

 	
 UK

 	
  

 	
 100%

 	
  

 	
 EMCOR
 International, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Group
 (UK) plc

 	
  

 	
 UK

 	
  

 	
 100%

 	
  

 	
 EMCOR (UK)
 Limited

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR
 Facilities Services Ltd.

 	
  

 	
 UK

 	
  

 	
 100%

 	
  

 	
 EMCOR Group
 (UK) plc

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Drake &
 Scull Airport Services, Ltd.

 	
  

 	
 UK

 	
  

 	
 100%

 	
  

 	
 EMCOR Group
 (UK) plc

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Energy
 Services, Ltd.

 	
  

 	
 UK

 	
  

 	
 100%

 	
  

 	
 EMCOR Group
 (UK) plc

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Drake &
 Scull International, Ltd.

 	
  

 	
 UK

 	
  

 	
 100%

 	
  

 	
 EMCOR Group
 (UK) plc

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Rail
 Ltd.

 	
  

 	
 UK

 	
  

 	
 100%

 	
  

 	
 EMCOR Group
 (UK) plc

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Energy
 Services, Inc.

 	
  

 	
 UK

 	
  

 	
 100%

 	
  

 	
 EMCOR Group
 (UK) plc

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Drake
 & Scull Holdings Ltd.

 	
  

 	
 UK

 	
  

 	
 100%

 	
  

 	
 EMCOR Group
 (UK) plc

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Delcommerce
 (Contract Services) Ltd.

 	
  

 	
 UK

 	
  

 	
 100%

 	
  

 	
 EMCOR (UK)
 Limited

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Drake &
 Scull (Scotland) Ltd.

 	
  

 	
 UK

 	
  

 	
 100%

 	
  

 	
 EMCOR (UK)
 Limited

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 DSE (Far
 East) Ltd.

 	
  

 	
 UK

 	
  

 	
 100%

 	
  

 	
 EMCOR Group
 (UK) plc

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 BL
 Distribution Ltd.

 	
  

 	
 UK

 	
  

 	
 100%

 	
  

 	
 EMCOR (UK)
 Limited

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Drake &
 Scull Properties, Ltd.

 	
  

 	
 UK

 	
  

 	
 100%

 	
  

 	
 EMCOR (UK)
 Limited

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Businessland
 Holdings

 	
  

 	
 UK

 	
  

 	
 100%

 	
  

 	
 EMCOR Group
 (UK) plc

 






	
  

 	
  

 	
  

 
	 

 	
  

 
	
 *

 	
 designated
 foreign subsidiary.

 


-8-






FOREIGN SUBSIDIARIES


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 NAME

 	
  

 	
 JURISDICTION
 OF 

 INCORPORATION

 	
  

 	
 PERCENTAGE

 OWNERSHIP

 	
  

 	
 OWNER

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Emcor
 (Cayman Islands) Ltd.*

 	
  

 	
 Cayman Islands

 	
  

 	
 100%

 	
  

 	
 EMCOR
 International Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Drake &
 Scull (Cayman Islands) No. 2 Limited*

 	
  

 	
 Cayman Islands

 	
  

 	
 100%

 	
  

 	
 EMCOR
 International Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Drake &
 Scull (Cayman Islands) No. 3 Limited*

 	
  

 	
 Cayman Islands

 	
  

 	
 100%

 	
  

 	
 EMCOR
 International, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EMCOR Drake
 & Scull International Limited*

 	
  

 	
 Jebel Ali Free Zone

 	
  

 	
 100%

 	
  

 	
 Drake &
 Scull (Cayman Islands) Ltd.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 JWP
 Technical Services (Malaysia) Sdn Bhd*

 	
  

 	
 Malaysia

 	
  

 	
 100%

 	
  

 	
 EMCOR
 International Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Drake &
 Scull France EURL*

 	
  

 	
 France

 	
  

 	
 100%

 	
  

 	
 EMCOR Group
 (UK) plc

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Langgit
 Tinggi Sdn Bhd*

 	
  

 	
 Malaysia

 	
  

 	
 100%

 	
  

 	
 EMCOR (UK)
 Ltd.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Poole and
 Kent, Ltd.*

 	
  

 	
 Bermuda

 	
  

 	
 100%

 	
  

 	
 Monumental
 Investment Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Atlas
 Indemnity, Ltd.*

 	
  

 	
 Bermuda

 	
  

 	
 100%

 	
  

 	
 EMCOR Risk
 Holdings, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 University
 Mechanical de Mexico S.A. Dec.V.*

 	
  

 	
 Mexico

 	
  

 	
 98%

 	
  

 	
 University
 Mechanical & Engineering Contractors, Inc.

 






	
  

 	
  

 	
  

 
	 

 	
  

 
	
 *

 	
 designated
 foreign subsidiary.

 


-9-





UNRESTRICTED SUBSIDIARIES


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 NAME

 	
  

 	
 JURISDICTION OF

 INCORPORATION

 	
  

 	
 PERCENTAGE

 OWNERSHIP

 	
  

 	
 OWNER

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Afgo
 Engineering Corp. of Washington

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 Sellco
 Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Antwerp
 Education Center N.V.

 	
  

 	
 Belgium

 	
  

 	
 100%

 	
  

 	
 Sellco
 Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Businessland
 Canada Ltd.

 	
  

 	
 Canada

 	
  

 	
 100%

 	
  

 	
 JWP
 Information Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Businessland
 (Hong Kong) Limited

 	
  

 	
 Hong Kong

 	
  

 	
 100%

 	
  

 	
 JWP
 Information Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Drake &
 Scull France SARL

 	
  

 	
 France

 	
  

 	
 100%

 	
  

 	
 Sellco
 Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Jamaica
 Water Securities Corp.

 	
  

 	
 New York

 	
  

 	
 100%

 	
  

 	
 Sellco
 Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 JWP Espana
 SA

 	
  

 	
 Spain

 	
  

 	
 100%

 	
  

 	
 Sellco
 Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 JWP France
 SARL

 	
  

 	
 France

 	
  

 	
 100%

 	
  

 	
 Sellco
 Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 JWP/HCII Corp.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 Sellco
 Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 JWP
 Information Services, Inc.

 	
  

 	
 California

 	
  

 	
 100%

 	
  

 	
 Sellco
 Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 JWP
 Information Services SARL

 	
  

 	
 France

 	
  

 	
 100%

 	
  

 	
 Sellco
 Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 JWP TS Corp.

 	
  

 	
 New Jersey

 	
  

 	
 100%

 	
  

 	
 Sellco
 Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Micro Avenue

 	
  

 	
 Belgium

 	
  

 	
 100%

 	
  

 	
 Sellco
 Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 MicroCom

 	
  

 	
 Belgium

 	
  

 	
 100%

 	
  

 	
 Sellco
 Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Sivea
 Benelux

 	
  

 	
 Belgium

 	
  

 	
 100%

 	
  

 	
 Sellco
 Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SLR
 Constructors Inc.

 	
  

 	
 New York

 	
  

 	
 100%

 	
  

 	
 Sellco
 Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Teletime
 Limited

 	
  

 	
 Ontario

 	
  

 	
 100%

 	
  

 	
 Sellco
 Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Sellco
 Corporation

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR Group,
 Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 JWP Telecom,
 Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 EMCOR Group,
 Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 MEC
 Constructors, Inc.

 	
  

 	
 Delaware

 	
  

 	
 100%

 	
  

 	
 MEC
 Constructors, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 JWP
 Technical Services (C.N.M.I.), Inc.

 	
  

 	
 Northern 

 Marianas

 	
  

 	
 100%

 	
  

 	
 MEC
 Constructors, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 JWP Thailand
 Ltd.

 	
  

 	
 Thailand

 	
  

 	
 100%

 	
  

 	
 MEC
 Constructors, Inc.

 


-10-





SCHEDULE 5.9


LITIGATION


          The
information set forth in the Legal Proceedings Sections of the Company’s
Form 10-K for the year ended December 31, 2008 and the Company’s
Forms 10-Q for the Quarters ended March 31, 2009,
June 30, 2009 and September 30, 2009 are hereby
incorporated herein by reference thereto.





SCHEDULE 7.11


LIENS


	
  

 	
  

 	
  

 
	
 1.

 	
 EMCOR and
 various EMCOR Subsidiaries

 
	
  

 	
  

 
	
  

 	
 a.

 	
 EMCOR
 subsidiaries have obtained bonds from surety companies. The agreements
 pursuant to which the bonds were issued and will be issued in the future
 provide that EMCOR and most EMCOR subsidiaries agree to hold such surety
 companies harmless in respect of such bonds and grant liens upon certain of
 their assets in favor of the bonding companies to secure such “hold harmless”
 obligations.

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 Miscellaneous
 finance leases, purchase money mortgages and other liens relating EMCOR subsidiaries
 securing obligations approximating $2.0 million.

 
	
  

 	
  

 	
  

 
	
 2.

 	
 UK Companies

 
	
  

 	
  

 
	
  

 	
 a.

 	
 Rent Deposit Deed granted by EMCOR Group (UK) plc dated August 19,
 2005 in favor Zurich Assurance Limited. 

 
	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 Bank Account Security Deed relating to Peacehaven Schools PFI Project
 in favor of ING Bank by EMCOR Facilities Services Limited.

 









SCHEDULE 7.12


INVESTMENTS, LOANS, ADVANCES AND GUARANTIES


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 INVESTMENTS

 	
  

 	
 AMOUNT OF INVESTMENT

 	
  

 	
 PAYEE OR HOLDER

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.

 	
 State of
 Israel Bonds

 	
  

 	
 $40,000
 aggregate principal amount

 	
  

 	
 Welsbach
 Electric Corp.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.

 	
 Colony
 Holdings Ltd. (Bermuda)

 	
  

 	
 60,000
 shares —12% interest

 	
  

 	
 Monumental
 Investment Corp.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3.

 	
 Baltimore
 Ravens

 	
  

 	
 License
 (right) for 16 seats

 	
  

 	
 The Poole
 & Kent Corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4.

 	
 T.P.C. of
 Boston

 	
  

 	
 $35,000
 investment in country club membership

 	
  

 	
 J. C.
 Higgins Corp.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.

 	
 Cash
 Surrender Value of split dollar insurance policy

 	
  

 	
 $1,229,000

 	
  

 	
 Penguin Air
 Condition Corp.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 6.

 	
 Cash
 Surrender Value of split dollar life insurance policy

 	
  

 	
 $709,000

 	
  

 	
 Shambaugh
 & Son, LP

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.

 	
 EMCOR
 Facilities Services Ltd. (Dubai-Jebel Ali Free Zone)

 	
  

 	
 25% Interest

 	
  

 	
 EMCOR
 (Cayman Islands) No. 2 Ltd.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.

 	
 F&G
 Mechanical Inc. (New York)

 	
  

 	
 90 shares –
 45% interest

 	
  

 	
 F&G
 Mechanical Corp.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.

 	
 C & H
 Services LLC

 	
  

 	
 50% Interest

 	
  

 	
 Ohmstede
 Ltd.

 









Guaranties


The information contained in
Schedules 7.11 and 7.12 is hereby incorporated herein by reference thereto.


-2-