<PAGE>
                                                                  Exhibit 10.2.5

                  SECOND BRACKNELL AMENDING AGREEMENT (2001-2)
                  --------------------------------------------

         Second Amending Agreement (2001-2) dated as of September 19, 2001,
among Bracknell Corporation, Bracknell Corporation (USA), Inc. (formerly
Nationwide Electric, Inc.) and The State Group Limited, Royal Bank of Canada, as
Administrative Agent and the financial institutions listed as Lenders in the
Third Amended and Restated Credit Agreement (as defined below).

         WHEREAS pursuant to a Third Amended and Restated Credit Agreement as of
December 22, 2000 among the parties hereto, as amended by an amending agreement
dated as of July 30, 2001 (collectively the "Third Amended and Restated Credit
Agreement"), the Lenders made certain credit facilities available to the
Borrowers;

         AND WHEREAS the Borrowers have requested the Lenders to make certain
amendments to the Third Amended and Restated Credit Agreement to: (i) provide
for a deferral of certain scheduled principal payments from October 31, 2001 to
December 21, 2001; (ii) provide an additional revolving credit facility in an
aggregate principal amount of U.S.$20,000,000; (iii) change the levels of
compliance for the financial covenants applicable for the Financial Quarters
ending October 31, 2001 and January 31, 2002; and (iv) address various other
matters;

         AND WHEREAS the parties hereto have agreed to amend the Third Amended
and Restated Credit Agreement to reflect the foregoing;

         NOW THEREFORE this Agreement witnesseth that for good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

1. Definitions. Unless otherwise defined herein, terms defined in the Third
Amended and Restated Credit Agreement are used in this Second Bracknell Amending
Agreement (2001-2) and the recitals hereto as therein defined.

2. Amendment to Schedules. Schedule 1.01 (Priority Accounts Payable) annexed
hereto shall be inserted after Schedule 1 to the Third Amended and Restated
Credit Agreement and before Schedule 2 thereof. Schedule 6 to the Third Amended
and Restated Credit Agreement shall be deleted and the Schedule 6 annexed hereto
substituted therefor.

3. Amendments to Article 1. Section 1.01 is amended as follows:

         (a)      The following definition shall be added immediately following
                  the definition of "Acquisition of Control" and before the
                  definition of "Administrative Agent":
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                                      -2-

                           "`Adesta' means Adesta Communications, Inc. and its
                           subsidiaries.

                           `Adesta Plan' has the meaning ascribed thereto in
                           Section 8.01(u)."

         (b)      The following definition shall be added immediately following
                  the definition of "Agreement" and before the definition of
                  "Annual Business Plan":

                           "`Amending Date' means the date of the Second
                           Amending Agreement (2001-2)."

         (c)      The definition of "Applicable Margins" shall be amended by
                  adding to the last sentence thereof the following phrase ",
                  provided that as of December 21, 2001, the Applicable Margin
                  in respect of Canadian Prime Rate Advances, U.S. Prime Rate
                  Advances or U.S. Base Rate Advances under the Canadian Term
                  Facility, the Canadian Acquisition Facility and the Bracknell
                  Limited Partnership Credit Facility shall each be 500 basis
                  points".

         (d)      The following definition shall be added immediately following
                  the definition of "Canadian Mandatory Borrowing" and before
                  the definition of "Canadian Operating Commitment":

                           "`Canadian New Tranche Facility' means the revolving
                           operating credit facility to be made available, as a
                           sub-facility of the Canadian Operating Facility, to
                           Bracknell and State by the New Tranche Lenders which
                           are Domestic Lenders under this Agreement for the
                           purposes set out in Section 2.03."

         (e)      The definition of "Canadian Operating Facility" is amended by
                  adding to the end thereof the phrase ", the Core Canadian
                  Operating Facility to be made available by the Domestic
                  Lenders and the Canadian New Tranche Facility to be made
                  available by the New Tranche Lenders which are Domestic
                  Lenders".

         (f)      The definition of "Consolidated Net Worth" is amended by
                  adding to the end thereof the following phrase "; provided
                  that, when used in connection with the calculation of
                  Capitalization, Consolidated Net Worth shall be calculated
                  after adding back thereto any write-downs of goodwill during
                  the applicable Financial Quarter".

         (g)      The definition of "Commitment" shall be deleted and the
                  following substituted therefor:
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                                      -3-

                           ""Commitment" means, at any time, in respect of (i)
                           the Canadian Term Facility, U.S.$25,000,000 (as
                           reduced pursuant to Article 2, the "Canadian Term
                           Commitment"); (ii) the Canadian Acquisition Facility,
                           U.S.$5,000,000 (as reduced pursuant to Article 2, the
                           "Canadian Acquisition Commitment"); (iii) the
                           Canadian Operating Facility, U.S.$33,000,000 (which
                           includes the Core Canadian Operating Commitment, the
                           Canadian Swingline Commitment and the Canadian New
                           Tranche Commitment) (as reduced or increased pursuant
                           to Articles 2 and 3, the "Canadian Operating
                           Commitment"), (iv) the Core Canadian Operating
                           Facility, U.S.$25,000,000 (as reduced pursuant to
                           Article 2, the "Core Canadian Operating Commitment"),
                           (v) the Canadian Swingline Facility, U.S.$5,000,000
                           (as reduced pursuant to Article 2, the "Canadian
                           Swingline Commitment"), (vi) the Canadian New Tranche
                           Facility, U.S.$8,000,000 (as reduced pursuant to
                           Article 2, the "Canadian New Tranche Commitment"),
                           (vii) the U.S. Operating Facility, U.S.$107,000,000
                           (which includes the Core U.S. Operating Commitment,
                           the U.S. Alternate Operating Commitment and the U.S.
                           New Tranche Commitment) (as reduced pursuant to
                           Article 2, the "U.S. Operating Commitment"), (viii)
                           the Core U.S. Operating Facility, U.S.$95,000,000 (as
                           reduced pursuant to Article 2, the "Core U.S.
                           Operating Commitment"), (ix) the U.S. Alternate
                           Operating Facility, U.S.$9,750,000 (as reduced
                           pursuant to Article 2, the "U.S. Alternate Operating
                           Commitment") and (x) the U.S. New Tranche Facility,
                           U.S.$12,000,000 (as reduced pursuant to Article 2,
                           the "U.S. New Tranche Commitment") and a "Lender's
                           Canadian Term Commitment", "Lender's Canadian
                           Acquisition Commitment", "Lender's Canadian Operating
                           Commitment", "Lender's Core Canadian Operating
                           Commitment", "Lender's Canadian Swingline
                           Commitment", "Lender's Canadian New Tranche
                           Commitment", "Lender's U.S. Operating Commitment",
                           "Lender's Core U.S. Operating Commitment", "Lender's
                           U.S. Alternate Operating Commitment" and "Lender's
                           U.S. New Tranche Commitment" means, at any time, the
                           relevant amount designated as such and set forth
                           opposite the Lender's name on the signature pages and
                           a "Lender's Commitment" means, at any time, the total
                           of the amounts set forth opposite a Lender's name on
                           the signature pages (as increased pursuant to Section
                           2.10 or reduced pursuant to Articles 2 and 3)."
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         (h)      The following definitions shall be added immediately following
                  the definition of "Consolidated Net Worth" and before the
                  definition of "Credit Documents":

                           "`Core Canadian Operating Facility' means the
                           revolving operating credit facility to be made
                           available, as a sub-facility of the Canadian
                           Operating Facility, to Bracknell and State by the
                           Lenders which are Domestic Lenders under this
                           Agreement for the purposes set out in Section 2.03."

                           "`Core U.S. Operating Facility' means the revolving
                           operating credit facility to be made available, as a
                           sub-facility of the U.S. Operating Facility, to
                           Nationwide by the Lenders which are Foreign Lenders
                           under this Agreement for the purposes set out in
                           Section 2.03."

         (i)      The following definitions shall be added immediately following
                  the definition of "Majority Lenders" and before the definition
                  of "Material Adverse Effect":

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

                           "`Master Services Agreement' means the amended and
                           restated master services agreement, dated as of
                           August 24, 2000, between MCI Worldcom Network
                           Services, Inc. and Able Telcom Holding Corp. (now
                           Bracknell Corporation (U.S.A.), Inc.)."

         (j)      The definition of "Net Proceeds" is amended by adding to the
                  end thereof the following phrase "; and (iv) with respect to
                  receipt of any proceeds from Specified Litigation, an amount
                  equal to the amount received in cash (including any cash
                  received by way of deferred payment pursuant to a note
                  receivable or other non-cash consideration but only as and
                  when such cash is received) in connection with any such
                  Specified Litigation less all reasonable fees (including,
                  without limitation, reasonable legal fees), other
                  out-of-pocket expenses incurred or paid for by such Person in
                  connection with the Specified Litigation and any amounts
                  payable by the relevant Borrower or Restricted
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                                      -5-

                  Subsidiary pursuant to the terms of the damage award or
                  settlement agreement made in connection with the Specified
                  Litigation".

         (k)      The following definitions shall be added immediately following
                  the definition of "Network Development Business" and before
                  the definition of "Non-Consenting Lender":

                           "`New Tranche Facilities' means collectively the
                           Canadian New Tranche Facility and the U.S. New
                           Tranche Facility, and, in the singular, either of
                           them."

                           "`New Tranche Lenders' mean, collectively, the
                           Lenders which have either a Canadian New Tranche
                           Commitment or a U.S. New Tranche Commitment, and, in
                           the singular, any of them."

         (l)      The following definitions shall be added immediately following
                  the definition of "Other Currency" and before the definition
                  of "Owned Properties":

                           "`OTPP' means the Ontario Teachers' Pension Plan
                           Board."

                           "`OTPP Investments' means collectively the common
                           share and rights offerings of, in the aggregate, not
                           less than U.S.$120 million, by Bracknell agreed with
                           OTPP pursuant to a purchase agreement dated September
                           19, 2001, between OTPP and Bracknell."

         (m)      The definition of "Priority Accounts Payable" is deleted in
                  its entirety and the following substituted therefor:

                           "`Priority Accounts Payable' means those accounts
                           payable of Borrowers and certain Restricted
                           Subsidiaries identified by Bracknell as priority
                           accounts payable, listed in Schedule 1.01 hereto."

         (n)      The following definition shall be added immediately following
                  the definition of "Senior Net Debt" and before the definition
                  of "State":

                           "`Specified Litigation' means any litigation, claim
                           or commercial dispute relating to work performed by a
                           Borrower or any Restricted Subsidiary, other than
                           Adesta, with respect to which the claim or disputed
                           amount is, or which results in net proceeds to a
                           Borrower or any Restricted Subsidiary, other than
                           Adesta, in excess of U.S.$1 million."
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         (o)      The following definition shall be added immediately following
                  the definition of "U.S. Mandatory Borrowing" and before the
                  definition of "U.S. Operating Facility":

                           "`U.S. New Tranche Facility' means the revolving
                           operating credit facility to be made available, as a
                           sub-facility of the U.S. Operating Facility, to
                           Nationwide by the New Tranche Lenders which are
                           Foreign Lenders under this Agreement for the purposes
                           set out in Section 2.03."

         (p)      The definition of "U.S. Operating Facility" is amended by
                  adding to the end thereof the phrase ", the Core U.S.
                  Operating Facility to be made available by the Foreign Lenders
                  and the U.S. New Tranche Facility to be made available by the
                  New Tranche Lenders which are Foreign Lenders".

4. Amendments to Article 2. Article 2 is amended as follows:

         (a)      Section 2.01(1) shall be amended by deleting the phrase "(ii)
                  Bankers' Acceptances pursuant to Article 4 under the Canadian
                  Operating Facility, the Canadian Acquisition Facility and the
                  Canadian Term Facility, and (iii)" and substituting therefor
                  the phrase " and, (ii)".

         (b)      Section 2.01 shall be amended by adding to the end thereof the
                  following as Section 2.01(8):

                           "(8) No Accommodations are available under the
                           Canadian New Tranche Facility until the Core Canadian
                           Operating Facility is fully drawn by Bracknell and
                           State. No Accommodations are available under the U.S.
                           New Tranche Facility until the Core U.S. Operating
                           Facility is fully drawn by Nationwide."

         (c)      Section 2.02(2) shall be amended by inserting at the end of
                  the first sentence thereof the phrase "provided that any
                  amount repaid under the New Tranche Facilities pursuant to
                  Section 2.04 cannot be reborrowed and reduces the relevant
                  Commitments (and each Lender's relevant Commitments rateably)
                  by the amount repaid".

         (d)      Section 2.02(4) shall be deleted and the following substituted
                  therefor:

                           "(4) At any time, and for such time as, the
                           Accommodations Outstanding under the U.S. Operating
                           Facility (excluding any Accommodations Outstanding
                           under the U.S. Alternate Operating Facility) exceed
                           U.S.$97,250,000, the U.S. Alternate Operating
                           Commitment shall be reduced, and each U.S. Alternate
                           Operating Lender's U.S. Alternate Operating
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                                      -7-

                           Commitment shall be reduced rateably, by the amount
                           by which the Accommodations Outstanding under the
                           U.S. Operating Facility (excluding any Accommodations
                           Outstanding under the U.S. Alternate Operating
                           Facility) exceed U.S.$97,250,000. Each U.S. Alternate
                           Operating Lender shall promptly advise Nationwide (i)
                           of each such reduction; and (ii) the amount of such
                           U.S. Alternate Lender's U.S. Alternate Operating
                           Commitment."

         (e)      Section 2.03(1) shall be amended by adding at the end thereof
                  the following phrase ", provided that proceeds of
                  Accommodations under the Canadian New Tranche Facility shall
                  be used for the payment of Priority Accounts Payables first,
                  and thereafter for general corporate purposes as provided in
                  this sentence above".

         (f)      Section 2.03(2) shall be amended by adding at the end thereof
                  the following phrase ", provided that proceeds of
                  Accommodations under the U.S. New Tranche Facility shall be
                  used for the payment of Priority Accounts Payables first, and
                  thereafter for general corporate purposes as provided in this
                  sentence above".

         (g)      Section 2.04(2) shall be deleted and the following substituted
                  therefor:

                           "(2) Bracknell shall repay (subject to Section 9.01)
                           and there shall become due and payable the
                           Accommodations Outstanding under the Canadian Term
                           Facility and the Canadian Acquisition Facility
                           rateably in quarterly installments in the following
                           amounts (expressed as a percentage of the Canadian
                           Term Commitment and the Canadian Acquisition
                           Commitment at the close of business on April 30,
                           2000) on the last day of each of the following
                           Financial Quarters at the rate of (i) 5% commencing
                           April 30, 2001 and (subject as provided in the last
                           sentence of this Section 2.04(2)) ending with the
                           Financial Quarter ending October 31, 2003; (ii) 10%
                           commencing with the Financial Quarter ending January
                           31, 2004 and ending with the Financial Quarter ending
                           July 31, 2004; and (iii) 15% for the Financial
                           Quarter ending October 31, 2004 provided that all
                           Accommodations Outstanding shall have been paid in
                           full on October 31, 2004. The payments required to be
                           made on July 31, 2001 and October 31, 2001 in
                           accordance with immediately preceding (i) shall not
                           be required to be made on July 31, 2001 and October
                           31, 2001, as the case may
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                                      -8-

                           be, and shall be deferred to and paid on December 21,
                           2001."

         (h)      Section 2.04(4) shall be deleted and the following substituted
                  therefor:

                           "(4) Subject to the last sentence of this Section
                           2.04(4), if a Borrower or a Restricted Subsidiary
                           issues any shares, options, warrants or securities
                           convertible into shares or other securities, receives
                           a capital contribution from any Person, incurs any
                           Subordinated Debt, or receives any proceeds from any
                           Specified Litigation, whether by way of damages
                           award, settlement, insurance recoveries or otherwise,
                           an amount equal to 100% of the Net Proceeds shall be
                           paid (i) firstly, to the Administrative Agent, for
                           the account of the Lenders to be applied pro rata to
                           the prepayment of Accommodations Outstanding under
                           the New Tranche Facilities (and the relevant New
                           Tranche Commitments shall be reduced by such amount);
                           (ii) secondly, to the Administrative Agent, for the
                           account of the Lenders to be applied pro rata to the
                           July 2001 Asset Sale Proceeds Payment; (iii) thirdly,
                           to repay amounts outstanding under, and permanently
                           cancel, the Bracknell Limited Partnership Facility;
                           (iv) fourthly, to the Administrative Agent, for the
                           account of the Lenders to be applied pro rata to the
                           prepayment of Accommodations Outstanding under the
                           Canadian Term Facility and the Canadian Acquisition
                           Facility (and the relevant Canadian Term Commitment
                           and Canadian Acquisition Commitment shall be reduced
                           by such amount); and (v) fifthly, to the
                           Administrative Agent for the account of the Lenders
                           to be applied to the prepayments of Accommodations
                           Outstanding under the remaining Operating Facilities.
                           Such payment shall be made within 5 Business Days of
                           receipt of the Net Proceeds. At any time that a
                           Borrower or a Restricted Subsidiary incurs any
                           Subordinated Debt, a leverage ratio acceptable to the
                           Lenders and the Borrowers shall be established and
                           this Agreement shall be amended accordingly. No
                           payment of Net Proceeds shall be required to be paid
                           pursuant to this subsection if the Net Proceeds have
                           been received by a Restricted Subsidiary or a
                           Borrower (other than Bracknell) as a result of (x)
                           the issuance of securities to another Restricted
                           Subsidiary or to a Borrower, (y) a capital
                           contribution by a Restricted Subsidiary or a
                           Borrower, or (z) the incurrence of
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                                      -9-

                           Subordinated Debt owing to a Borrower or a Restricted
                           Subsidiary by another Borrower or Restricted
                           Subsidiary."

         (i)      Section 2.04(5) shall be deleted and the following substituted
                  therefor:

                           "(5) Subject as provided in the last sentence of this
                           Section 2.04(5), if a Borrower or a Restricted
                           Subsidiary makes a disposition of assets as permitted
                           in Section 8.02(d)(vi), 100% of the Net Proceeds
                           thereof shall be paid to the Administrative Agent,
                           for the account of the Lenders and shall be applied
                           rateably to the prepayment of Accommodations
                           Outstanding (i) firstly, under the New Tranche
                           Facilities (and the relevant New Tranche Commitments
                           shall be reduced by such amount); and (ii) secondly,
                           under the Canadian Term Facility and the Canadian
                           Acquisition Facility (and the relevant Canadian Term
                           Commitment and Canadian Acquisition Commitment shall
                           be reduced by such amount) to be applied in
                           accordance with Section 2.09 hereof. Such payment of
                           Net Proceeds shall be made within five Business Days
                           of the receipt of such Net Proceeds."

         (j)      Section 2.04(8) shall be deleted and the following substituted
                  therefor:

                           "(8) The July 2001 Asset Sale Proceeds Payment
                           scheduled to be made pursuant to Section 2.04(6)
                           shall be applied rateably to Accommodations
                           Outstanding under the Canadian Term Facility and the
                           Canadian Acquisition Facility (and the relevant
                           Canadian Term Commitment and Canadian Acquisition
                           Commitment shall be reduced by such amount). All
                           payments, repayments or prepayments required to be
                           made under this Agreement other than the scheduled
                           July 2001 Asset Sale Proceeds Payment, shall be
                           applied to repayment of the New Tranche Facilities
                           (and the relevant New Tranche Commitments shall be
                           reduced by such amount) in priority to any other
                           payment required to be made hereunder or the
                           Bracknell Limited Partnership Facility from the
                           proceeds of any disposition of assets (whether
                           voluntary, pursuant to the Credit Documents or
                           otherwise), any Debt, any issue of shares, options,
                           warrants, securities or capital contribution, in
                           priority to any other regularly scheduled payment of
                           principal pursuant to this Section 2.04 or pursuant
                           to Section 2.04 of the Bracknell Limited Partnership
                           Facility. Until amounts sufficient to pay in full the
                           Accommodations Outstanding under, and the fees
                           relating to, the New Tranche Facilities have been
                           applied to
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                                      -10-

                           such Accommodations Outstanding and fees by the
                           Administrative Agent, all proceeds from any
                           disposition of assets (whether voluntary, pursuant to
                           the Credit Documents or otherwise), any Debt, any
                           issue of shares, options, warrants, securities or
                           capital contribution shall be applied to
                           Accommodations Outstanding under, and the fees
                           relating to, the New Tranche Facilities."

         (k)      Section 2.06(3) shall be amended by adding at the end thereof
                  the following phrase "or in the definition of `Applicable
                  Margins'".

5. Amendment to Article 3. Article 3 is amended as follows:

         (a)      Section 3.01(5) shall be amended by deleting the phrase "and
                  Libor Rate Advances" in every instance.

         (b)      Section 3.01(8) shall be deleted and the following substituted
                  therefore:

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

         (c)      Section 3.03 is amended as follows:

                  (i)      Section 3.03(2) is deleted and the following
                           substituted therefor:

                           "(2) A Borrower may elect to change any Advance to
                           another Type of Advance, other than a Libor Rate
                           Advance, in accordance with Section 3.03(3) upon the
                           number of days notice specified in Schedule 5 in the
                           case of a Floating Rate Advance, as of any Business
                           Day."

                  (ii)     Section 3.03(3) is deleted and the following
                           substituted therefor:

                           "(3) Each election to change from one Type of Advance
                           to another Type of Advance shall be made on the
                           number of days
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                                      -11-

                           prior notice specified in Schedule 5 given, in each
                           case, not later than 12:00 noon (Toronto time) in the
                           case of the Term Facilities, the Acquisition
                           Facilities and the Operating Facilities by the
                           relevant Borrower to the Administrative Agent. Each
                           such notice (an "Election Notice") shall be given
                           substantially in the form of Schedule 2 and shall be
                           irrevocable and binding upon the Borrower. All Libor
                           Rate Advances outstanding as of September 19, 2001,
                           shall be converted (as of the last day of the
                           applicable Libor Interest Period) to and be
                           outstanding as (i) a U.S. Base Rate Advance in the
                           case of a Libor Rate Advance by a Domestic Lender, or
                           (ii) U.S. Prime Rate Advance in the case of a Libor
                           Rate Advance by a Foreign Lender."

6. Amendment to Article 4. Article 4 is amended as follows:

         (a)      Section 4.01 is deleted in its entirety.

         (b)      Section 4.05(1) is amended by deleting the phrase "elect to
                  issue a replacement BA Instrument by giving a Drawing Notice
                  in accordance with Section 4.03(1), (ii)", and the phrase
                  "(iii)" shall be deleted and the phrase "(ii)" substituted
                  therefor.

         (c)      Section 4.05(2) is amended by deleting the phrase "or issue a
                  replacement in the Face Amount of such BA Instrument pursuant
                  to Section 4.05(1)".

7. Amendment to Article 6. Article 6 amended as follows:

         (a)      Section 6.02 is amended by adding to the end thereof the
                  following as 6.02(3):

                           "(3) The obligation of each New Tranche Lender to
                           make Accommodations under the New Tranche Facilities
                           or otherwise give effect to any Accommodation Notice
                           concerning an Accommodation under the New Tranche
                           Facilities is subject to fulfillment of the following
                           conditions (any of which may be waived by the New
                           Tranche Lenders) at the time of any such
                           Accommodation or Accommodation Notice:

                  (i)      With respect to any such Accommodation or
                           Accommodation Notice:

                           1.       Bracknell shall have delivered to the
                                    Administrative Agent evidence satisfactory
                                    to the Administrative Agent and the New
                                    Tranche Lenders that OTPP has entered into a
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                                      -12-

                                    purchase agreement with Bracknell, providing
                                    for the OTPP Investments;

                           2.       Bracknell shall have delivered to the
                                    Administrative Agent evidence satisfactory
                                    to the Administrative Agent and the New
                                    Tranche Lenders that the Borrowers have
                                    arrangements with bonding companies
                                    satisfactory to Administrative Agent and the
                                    Majority New Tranche Lenders;

                           3.       Bracknell shall have delivered to the
                                    Administrative Agent all documentation,
                                    fully executed, reasonably required in
                                    connection with the Second Bracknell
                                    Amending Agreement (2001-2) by the
                                    Administrative Agent and legal counsel to
                                    the Administrative Agent;

                           4.       Bracknell shall have delivered to the
                                    Administrative Agent opinions of legal
                                    counsel to the Borrowers and Restricted
                                    Subsidiaries, prepared in connection with
                                    the Second Bracknell Amending Agreement
                                    (2001-2), in form and substance acceptable
                                    to legal counsel to the Administrative
                                    Agent; and

                           5.       OTPP shall not have withdrawn its commitment
                                    to make the OTPP Investments;

                  (ii)     With respect to an Accommodation or Accommodation
                           Notice which, after giving effect thereto would
                           result in Accommodations Outstanding under the New
                           Tranche Facilities in the aggregate of U.S.$10
                           million or greater:

                           1.       Bracknell shall have delivered to the
                                    Administrative Agent evidence that Bracknell
                                    has filed with the appropriate securities
                                    regulators a preliminary prospectus with
                                    respect to the rights offering which is part
                                    of the OTPP Investments;

                           2.       Progress satisfactory to the New Tranche
                                    Lenders shall have been made on the
                                    negotiation of a term sheet for new senior
                                    secured credit facilities for Bracknell
                                    consisting of a revolving facility and term
                                    facilities, to be offered in connection with
                                    the completion of the OTPP Investments; and

                           3.       No material adverse change shall have
                                    occurred in progress toward meeting
                                    conditions precedent to the OTPP
                                    Investments;
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                                      -13-

                  (iii)    With respect to an Accommodation or Accommodation
                           Notice which, after giving effect thereto would
                           result in Accommodations Outstanding under the New
                           Tranche Facilities in the aggregate of U.S.$15
                           million or greater:

                           1.       Bracknell shall have delivered to the
                                    Administrative Agent evidence of OTPP having
                                    approved a term sheet for new senior secured
                                    credit facilities for Bracknell consisting
                                    of a revolving facility and term facilities,
                                    offered in connection with the completion of
                                    the OTPP Investments.

8. Amendment to Article 7. Article 7 is amended as follows:

         (a)      Section 7.01 is amended by adding the following to the end
                  thereof:

                           "(dd) Disclosure Concerning OTPP. As of the Amending
                           Date, the information provided by Bracknell to the
                           Administrative Agent and the Lenders concerning the
                           OTPP Investments fairly, accurately and completely
                           represents the OTPP Investments, the prospects for
                           completion of such investments and the respective
                           terms sheets, and no material fact has been omitted
                           from this information.

                           (ee) Disclosure to OTPP. Bracknell has fairly,
                           accurately and completely represented the substantive
                           contents of the Third Amended and Restated Credit
                           Agreement, as amended by the Second Bracknell
                           Amending Agreement (2001-2), and no material fact
                           relating to thereto has been omitted from such
                           representations."

9. Amendment to Article 8. Article 8 is amended as follows:

         (a)      Section 8.01 is amended by adding to the end thereof the
                  following as Section 8.01 (u), (v), (w), (x) and (y):

                           "(u) Adesta Plan. Develop and diligently implement a
                           plan for the restructuring of Adesta (the "Adesta
                           Plan"), which plan shall include a prohibition of new
                           intercompany loans or other advances to Adesta and
                           the documentation of existing intercompany loans to
                           Adesta by way of promissory notes, which at all times
                           shall be satisfactory to the Administrative Agent and
                           the Majority New Tranche Lenders, and a written copy
                           of such plan shall be delivered to the Administrative
                           Agent and the Lenders no later than November 15,
                           2001.
<PAGE>

                                      -14-

                           (v) Adesta Intercompany Loans. Deliver and cause its
                           Restricted Subsidiaries to deliver, to the
                           Administrative Agent, within ten days of the Amending
                           Date, specific assignments, in form and substance
                           satisfactory to the Administrative Agent, of all
                           intercompany promissory notes and related security,
                           if any, given by Adesta to any Borrower or any other
                           Restricted Subsidiary.

                           (w) Negotiate Terms. Diligently pursue, and cause its
                           Restricted Subsidiaries to diligently pursue, more
                           favourable payment terms with its trade creditors.

                           (x) Amend Master Services Agreement. Diligently
                           negotiate amendments to the Master Services Agreement
                           confirming the ongoing relationship between Worldcom
                           and Bracknell Corporation (U.S.A.), Inc.,
                           satisfactory to Administrative Agent and the Majority
                           New Tranche Lenders.

                           (y) Subordinated Debt. Diligently pursue an agreement
                           with Whitney & Co., or other potential subordinated
                           debt investor, for a Subordinated Debt investment of
                           at least U.S.$50 million on terms and conditions
                           satisfactory to Administrative Agent and the Majority
                           New Tranche Lenders."

         (b)      Section 8.02(n) is amended by adding to the end thereof the
                  following phrase "; provided that, not withstanding anything
                  in this Section 8.02(n) or elsewhere in this Agreement, the
                  Borrowers and their respective Restricted Subsidiaries shall
                  be permitted to establish an escrow payment arrangement with
                  MCI Worldcom Network Services, Inc. pursuant to which accounts
                  receivable from MCI Worldcom Network Services, Inc. in respect
                  of work performed under the Master Services Agreement are paid
                  into escrow for further direct payment of accounts payable to
                  trade creditors with respect to work performed under the
                  Master Services Agreement, provided such escrow arrangement is
                  acceptable to the Administrative Agent and the Majority New
                  Tranche Lenders".

         (c)      Section 8.02 is amended by adding to the end thereof the
                  following as Section 8.02 (w) and (x):

                           "(w) Settlement of Specified Litigation. Make any
                           settlement offer, or accept or refuse to accept, and
                           Bracknell shall cause its Restricted Subsidiaries to
                           not make any settlement offer, or accept or refuse to
                           accept, any bona fide settlement offer, in
<PAGE>

                                      -15-

                           respect of Specified Litigation without the consent
                           of the Administrative Agent and New Tranche Majority
                           Lenders.

                           (x) Adesta Intercompany Loans. Make any new
                           intercompany loans or other advances to Adesta, and
                           Bracknell shall cause its Restricted Subsidiaries to
                           not make any new intercompany loans or other advances
                           to Adesta, unless such intercompany loans or other
                           advances are included in the Adesta Plan developed by
                           Bracknell and satisfactory to the Administrative
                           Agent and the Majority New Tranche Lenders."

         (d)      Section 8.03(b) is deleted and the following substituted
                  therefor:

                  "(b)     Maintenance of Total Net Debt to Consolidated EBITDA
                           Ratio. Maintain, at all times, a maximum ratio,
                           calculated at the end of each Financial Quarter for
                           the four consecutive Financial Quarters then ended,
                           of Total Net Debt to Consolidated EBITDA of (i)
                           4.25:1 for the Financial Quarter ended April 30,
                           2000; (ii) 3.75:1 for the Financial Quarter ended
                           July 31, 2000; (iii) 3.50:1 for the Financial
                           Quarters ended October 31, 2000 and January 31, 2001;
                           (iv) 3.65:1 for the Financial Quarter ended July 31,
                           2001; (iv) 6.0:1 for the Financial Quarters ended
                           October 31, 2001 and January 31, 2002; and (v) 3.0:1
                           thereafter."

         (e)      Section 8.03(c) is deleted and the following substituted
                  therefor:

                  "(c)     Maintenance of Interest Coverage Ratio. Maintain, at
                           all times, a minimum ratio, calculated as at the end
                           of each Financial Quarter for the four consecutive
                           Financial Quarters then ended, of Consolidated EBITDA
                           to Consolidated Interest Expense of 3.0:1 for such
                           Financial Quarter, except for the Financial Quarters
                           ended October 31, 2001 and January 31, 2002, for
                           which such ratio shall not be less than 2.0:1."

         (f)      Section 8.03(e) is deleted and the following substituted
                  therefor:

                  "(e)     Senior Net Debt to Consolidated EBITDA Ratio.
                           Maintain, at all times, a maximum ratio, calculated
                           at the end of each Financial Quarter of Senior Net
                           Debt to Consolidated EBITDA of (i) 3.5:1 for the
                           Financial Quarters ended April 30, 2000 and July 31,
                           2000; (ii) 3.25:1 for the Financial Quarters ended
                           October 31, 2000 and January 31, 2001; (iii) 3.0:1
                           for the Financial Quarters ended April 30, 2001; (iv)
                           3.65:1 for the Financial Quarter ended July 31, 2001;
                           (v) 6.0:1 for the Financial Quarters ended October
                           31, 2001 and January 31, 2002; and (vi) 2.5:1 for
                           each Financial Quarter thereafter. The
<PAGE>

                                      -16-

                           foregoing ratios shall be reduced by 0.25:1 for each
                           U.S.$25,000,000 of Subordinated Debt incurred by
                           Bracknell at any time following the date hereof,
                           provided that (i) any such adjustment shall be made
                           commencing and shall be effective in the Financial
                           Quarter immediately following the receipt of the Net
                           Proceeds of such Subordinated Debt by Bracknell; and
                           (ii) at no time shall the ratio of Senior Net Debt to
                           Consolidated EBITDA be less than 2.5:1 as a result of
                           such reduction."

         (g)      Section 8.03 is amended by adding the following to the end
                  thereof as Section 8.03(f):

                           "(f) Cashflow. Maintain, at all times, cumulative
                           cashflow of at least 85% of Bracknell's projected
                           consolidated net cumulative rolling cashflow, as set
                           forth in the financial projections provided to the
                           Administrative Agent and the Lenders as of the
                           Amending Date."

         (h)      Section 8.03 is amended by adding the following to the end
                  thereof as Section 8.03(g):

                           "(g) Calculations. The financial covenants listed in
                           this section 8.03 shall be calculated with respect to
                           the Financial Quarters ending October 31, 2001 and
                           January 31, 2002, on the assumption there shall be no
                           scheduled principal repayments hereunder by the
                           Borrowers until October 31, 2003 and excluding
                           Adesta. In addition, the financial covenant listed in
                           Section 8.03(a) shall be calculated with respect to
                           the Financial Quarters ending October 31, 2001 and
                           January 31, 2002 on the assumption that an equity
                           investment of $80,000,000 is made during the period
                           of which $40,000,000 is used to repay Accommodations
                           Outstanding. The assumptions described above shall be
                           used for calculation purposes only, and do not, and
                           are not intended to, reflect any agreement or
                           intention of the Parties on any matters other than
                           calculation methodology."

10. Amendment to Article 9. Article 9 is amended as follows:

         (a)      Section 9.01 shall be amended by adding immediately after
                  clause 9.01(r) the following as clause 9.01(s):

                           "(s) The OTPP Investments have not been completed on
                           or before November 15, 2001, or such later date, no
                           later than November 30, 2001, as may be required for
                           necessary approvals of the appropriate stock
                           exchange, securities commissions and competition law
                           regulatory bodies,".
<PAGE>

                                      -17-

         (b)      Section 9.01 shall be amended by deleting the text immediately
                  following clause 9.01(s) and substituting therefor the
                  following:

                           "then the obligation of the Lenders to make further
                           Accommodations shall immediately terminate and the
                           Administrative Agent may, and shall at the request of
                           the Majority Lenders, or, if there are Accommodations
                           Outstanding under the New Tranche Facilities, the
                           Majority New Tranche Lenders, declare the
                           Accommodations Outstanding, all accrued interest and
                           Fees and all other amounts payable under this
                           Agreement to be immediately due and payable, without
                           presentment, demand, protest or further notice of any
                           kind, except as may be required by law and which
                           cannot be waived, all of which are expressly waived
                           by the Borrowers."

         (c)      Section 9.02 shall be amended by deleting the phrase "Majority
                  Lenders" in each instance therein and substituting therefor
                  the following:

                           "Majority Lenders, or, if there are Accommodations
                           Outstanding under the New Tranche Facilities, the
                           Majority New Tranche Lenders".

11. Amendment to Article 11. Article 11 is amended as follows:

         (a)      Section 11.01 shall be amended by adding at the end thereof
                  the following as Section 11.01(5):

                           "(5) Notwithstanding anything in this Section 11.01,
                           written waivers or consents signed by the Majority
                           New Tranche Lenders shall waive compliance with any
                           representation and warranty or covenant established
                           pursuant to the Second Bracknell Amending Agreement
                           (2001-2)."

         (b)      Section 11.08 shall be amended by adding at the end thereof
                  the following as Section 11.08(7):

                           "(7) Notwithstanding any other provision of this
                           Section 11.08, no Canadian New Tranche Lender shall
                           be entitled to assign or grant any participation in
                           their Canadian New Tranche Commitment or
                           Accommodations Outstanding under the Canadian New
                           Tranche Facility, and no U.S. New Tranche Lender
                           shall be entitled to assign or grant any
                           participation in their U.S. New Tranche Commitment or
                           Accommodations Outstanding under the U.S. New Tranche
                           Facility, to any Person until after November 15,
                           2001, but thereafter may assign
<PAGE>

                                      -18-

                           or grant any participations in such New Tranche
                           Commitments or Accommodations outstanding under the
                           New Tranche Facilities if and as otherwise provided
                           herein."

         (c)      Section 11.13 shall be amended by designating the text thereof
                  as Section 11.13(1) and adding at the end thereof the
                  following as Section 11.13(2):

                           "(2) No amount of "interest" (as defined in Section
                           347 of the Criminal Code (Canada)) which exceeds the
                           maximum rate permissible under the Criminal Code
                           (Canada) is payable by the Borrowers to the
                           Administrative Agent or the Lenders. In the event a
                           court of competent jurisdiction holds that any
                           amounts payable by the Borrowers to the
                           Administrative Agent or the Lenders hereunder is
                           "interest" (as defined in Section 347 of the Criminal
                           Code (Canada)) which exceeds the maximum rate
                           permissible under the Criminal Code (Canada), the
                           amounts of "interest" (as defined in Section 347 of
                           the Criminal Code (Canada)) due and payable by the
                           Borrowers to the Lenders shall be reduced to the
                           maximum amount permissible under the Criminal Code
                           (Canada). No amounts otherwise payable hereunder by
                           Nationwide which exceed the maximum rate permissible
                           by any usury law in a jurisdiction in the United
                           States applicable to Nationwide is payable by
                           Nationwide. If a court of competent jurisdiction in
                           the United States holds that any amounts payable by
                           Nationwide hereunder exceed the maximum rate
                           permissible by any usury law in a jurisdiction in the
                           United States applicable to Nationwide, the amount
                           payable by Nationwide shall be reduced to the maximum
                           amount permitted by applicable law."

12. Amendment to Signature Pages. The signature pages to the Third Amended and
Restated Credit Agreement are amended by deleting the phrases and amounts
opposite each Lender's name and substituting therefor the respective phrases and
amounts appearing opposite each Lender's name on the signature pages hereof.

13. Adesta Waiver. Except as may otherwise be specifically provided in this
Second Bracknell Amending Agreement (2001-2), neither:

         (a)      Adesta, its business, financial condition or prospects; or

         (b)      any agreements or other business dealings between any Borrower
                  or Restricted Subsidiary and MCI Worldcom Network Services,
                  Inc.,

shall, of themselves, be relied upon or given effect in the interpretation or
application of any covenant, representation and warranty, event of default or
other
<PAGE>

                                      -19-

term of the Credit Documents; provided, for greater certainty, there is and
shall not be deemed to be any waiver by the Lenders of any default arising from
the failure of Adesta to make any payment to the Administrative Agent or the
Lenders required pursuant to any Credit Document.

14. Fees. Bracknell shall pay the following fees to the Administrative Agent,
for the account of the New Tranche Lenders (to be shared rateably by them):

         (a)      a one time New Tranche Facility Fee in an amount equal to 5.0%
                  of the aggregate of the Canadian New Tranche Commitment and
                  the U.S. New Tranche Commitment, which is acknowledged to have
                  been earned on the date of this Second Bracknell Amending
                  Agreement (2001-2), but is payable on the earlier of (i)
                  December 21, 2001, and (ii) repayment in full of the New
                  Tranche Facilities; and

         (b)      an amending fee in the amount of U.S.$200,000, which is
                  acknowledged to have been earned on the date of this Second
                  Bracknell Amending Agreement (2001-2), but is payable on the
                  earlier of (i) December 21, 2001, and (ii) repayment in full
                  of the New Tranche Facilities.

15. Warrants. Bracknell shall issue to the New Tranche Lenders (to be shared
rateably by them), on the date of the issuance of the receipt for the final
prospectus to be filed with respect to the OTPP Investments, warrants to acquire
1,000,000 common shares of Bracknell (which underlying shares shall be
conditionally listed on the Toronto Stock Exchange (the "TSE") and shall be
freely tradable in Canada and the United States upon issuance), which warrants
shall be exercisable, in whole or in part, for a period of five years from the
date of issue, will contain typical anti-dilution provisions, will have an
exercise price equal to the closing price of Bracknell common shares on the TSE
on the trading day immediately prior to notice of the warrants being sent to the
TSE, which date shall be September 25, 2001. Bracknell shall have the right at
any time after issuance of the warrants, to repurchase or terminate the warrants
at a release price equal to the exercise price plus Cdn$1.50. At the request of
the Administrative Agent, Bracknell shall issue the warrants if the receipt for
the final prospectus to be filed with respect to the OTPP Investments has not
been issued by November 30, 2001, or at any other time, in which case the
warrants and the underlying shares may be subject to applicable hold periods.

16. Reference to and Effect on the Third Amended and Restated Credit Agreement.
On and after the date hereof, each reference in the Third Amended and Restated
Credit Agreement to "this agreement", "hereunder", "hereof", "herein", or words
of like import, and each reference to the Third Amended and Restated Credit
Agreement in the Credit Documents and any and all agreements, documents and
instruments delivered by all or any one or more of the Borrowers or any
Subsidiary
<PAGE>

                                      -20-

or any other Person shall mean and be a reference to the Third Amended and
Restated Credit Agreement as amended hereby. Except as specifically amended
hereby, the Third Amended and Restated Credit Agreement shall remain in full
force and effect and is hereby ratified and confirmed.

17. No Waiver, etc. The execution, delivery and effectiveness of this Second
Bracknell Amending Agreement (2001-2) shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of the Lenders under
the Third Amended and Restated Credit Agreement or any of the Credit Documents
nor constitute a waiver of any provision of any of the Third Amended and
Restated Credit Agreement or any Credit Document.

18. Governing Law. This Second Bracknell Amending Agreement (2001-2) shall be
governed by and construed in accordance with the laws of the Province of Ontario
and of Canada applicable therein.







[Remainder of this page is intentionally blank.]
<PAGE>

                                      -21-

         IN WITNESS WHEREOF the parties hereto have executed this Second
Bracknell Amending Agreement (2001-2) as of the date first set forth above.



                                          BRACKNELL CORPORATION


                                          Per:
                                              ----------------------------------
                                              Authorized Signing Officer

                                          Per:
                                              ----------------------------------
                                              Authorized Signing Officer

                                          BRACKNELL CORPORATION (USA), INC.


                                          Per:
                                              ----------------------------------
                                              Authorized Signing Officer

                                          Per:
                                              ----------------------------------
                                              Authorized Signing Officer

                                          THE STATE GROUP LIMITED


                                          Per:
                                              ----------------------------------
                                              Authorized Signing Officer

                                          Per:
                                              ----------------------------------
                                              Authorized Signing Officer
<PAGE>

                                      -22-

                                          ROYAL BANK OF CANADA, as
                                          Administrative Agent


                                          Per:
                                              ----------------------------------
                                              Authorized Signing Officer

                                          Per:
                                              ----------------------------------
                                              Authorized Signing Officer

Canadian Term
Commitment:       U.S.$5,215,518          ROYAL BANK OF CANADA

Canadian Acquisition                      Per:
Commitment:       U.S.$1,043,102              ----------------------------------
                                              Authorized Signing Officer
Canadian Core
Operating                                 Per:
Commitment:       U.S.$6,250,000              ----------------------------------
                                              Authorized Signing Officer

Canadian Swingline
Commitment:       U.S.$5,000,000

Canadian New Tranche
Commitment:       U.S.$1,300,571



Canadian Term
Commitment:       U.S.$4,353,448          CANADIAN IMPERIAL BANK OF COMMERCE

Canadian Acquisition
Commitment:       U.S.$870,690            Per:
                                              ----------------------------------
Canadian Core                                 Authorized Signing Officer
Operating
Commitment:       U.S.$6,250,000
                                          Per:
Canadian New Tranche                          ----------------------------------
Commitment:       U.S.$1,614,321              Authorized Signing Officer
<PAGE>

                                      -23-

Canadian Term
Commitment:       U.S.$4,353,448
                                          THE TORONTO-DOMINION BANK
Canadian Acquisition
Commitment:       U.S.$870,690
                                          Per:
Canadian Core                                 ----------------------------------
Operating                                     Authorized Signing Officer
Commitment:       U.S.$6,250,000

Canadian New Tranche                      Per:
Commitment:       U.S.$1,627,636              ----------------------------------
                                              Authorized Signing Officer



Canadian Term
Commitment:       U.S.$3,732,759          BANK OF AMERICA CANADA
Canadian Acquisition
Commitment:       U.S.$746,552
                                          Per:
Canadian Core                                 ----------------------------------
Operating                                     Authorized Signing Officer
Commitment:       U.S.$6,250,000

Canadian New Tranche
Commitment:       U.S.$1,078,685



Canadian Term
Commitment:       U.S.$2,698,276          BANK OF MONTREAL

Canadian Acquisition
Commitment:       U.S.$539,655            Per:
                                              ----------------------------------
Canadian New Tranche                          Authorized Signing Officer
Commitment:       U.S.$1,086,479

                                          Per:
                                              ----------------------------------
                                              Authorized Signing Officer
<PAGE>

                                      -24-


Canadian Term
Commitment:       U.S.$2,353,448          BANK ONE, N.A., CANADA BRANCH
Canadian Acquisition
Commitment:       U.S.$470,690
                                          Per:
Canadian New Tranche                          ----------------------------------
Commitment:       U.S.$423,985                Authorized Signing Officer

                                          Per:
                                              ----------------------------------
                                              Authorized Signing Officer


Canadian Term
Commitment:       U.S.$2,293,103          COMERICA BANK - CANADA
Canadian Acquisition
Commitment:       U.S.$458,621
                                          Per:
Canadian New Tranche                          ----------------------------------
Commitment:       U.S.$313,548                Authorized Signing Officer

                                          Per:
                                              ----------------------------------
                                              Authorized Signing Officer


Canadian New Tranche
Commitment:       U.S.$554,775            [MERRILL LYNCH CAPITAL CANADA CORP.]


                                          Per:
                                              ----------------------------------
                                              Authorized Signing Officer

                                          Per:
                                              ----------------------------------
                                              Authorized Signing Officer
<PAGE>

                                      -25-

U.S. Core Operating                       ROYAL BANK OF CANADA
Commitment:       U.S.$9,700,000

U.S. New Tranche                          Per:
Commitment:       U.S.$1,617,991              ----------------------------------
                                              Authorized Signing Officer



U.S. Core Operating
Commitment:       U.S.$14,633,333         CIBC INC.

U.S. New Tranche
Commitment:       U.S.$2,088,617          Per:
                                              ----------------------------------
                                              Authorized Signing Officer

                                          Per:
                                              ----------------------------------
                                              Authorized Signing Officer


U.S. Core Operating
Commitment:       U.S.$14,833,333         TORONTO DOMINION (TEXAS) INC.

U.S. New Tranche
Commitment:       U.S.$2,108,589          Per:
                                              ----------------------------------
                                              Authorized Signing Officer

                                          Per:
                                              ----------------------------------
                                              Authorized Signing Officer
<PAGE>

                                      -26-

U.S. Core Operating
Commitment:       U.S.$7,100,000          BANK OF AMERICA, N.A.

U.S. Alternate Operating
Commitment:       U.S.$3,000,000          Per:
                                              ----------------------------------
U.S. New Tranche                              Authorized Signing Officer
Commitment:       U.S.$1,285,163
                                          Per:
                                              ----------------------------------
                                              Authorized Signing Officer


U.S. Core Operating
Commitment:       U.S.$16,016,667         BANK OF MONTREAL

U.S. New Tranche
Commitment:       U.S.$1,629,718          Per:
                                              ----------------------------------
                                              Authorized Signing Officer

                                          Per:
                                              ----------------------------------
                                              Authorized Signing Officer


U.S. Core Operating
Commitment:       U.S.$6,350,000          BANK ONE, KENTUCKY, N.A.

U.S. Alternate Operating
Commitment:       U.S.$5,000,000          Per:
                                              ----------------------------------
U.S. New Tranche                              Authorized Signing Officer
Commitment:       U.S.$635,977
                                          Per:
                                              ----------------------------------
                                              Authorized Signing Officer
<PAGE>

                                      -27-

U.S. Core Operating
Commitment:       U.S.$4,700,000          COMERICA BANK

U.S. New Tranche
Commitment:       U.S.$470,323            Per:
                                              ----------------------------------
                                              Authorized Signing Officer

                                          Per:
                                              ----------------------------------
                                              Authorized Signing Officer


U.S. Core Operating
Commitment:       U.S.$8,333,333          MERRILL LYNCH CAPITAL CORP.

U.S. New Tranche
Commitment:       U.S.$832,162            Per:
                                              ----------------------------------
                                              Authorized Signing Officer

                                          Per:
                                              ----------------------------------
                                              Authorized Signing Officer


U.S. Core Operating
Commitment:       U.S.$6,666,667          WELLS FARGO BANK, NA.

U.S. Alternate Operating
Commitment:       U.S.$1,750,000          Per:
                                              ----------------------------------
U.S. New Tranche                              Authorized Signing Officer
Commitment:       U.S.$665,729
                                          Per:
                                              ----------------------------------
                                              Authorized Signing Officer
<PAGE>

                                      -28-

U.S. Core Operating
Commitment:       U.S.$ 6,666,667         FIRSTAR BANK, NA.

U.S. New Tranche
Commitment:       U.S.$665,729            Per:
                                              ----------------------------------
                                              Authorized Signing Officer

                                          Per:
                                              ----------------------------------
                                              Authorized Signing Officer
<PAGE>

                                   SCHEDULE 6
                               Applicable Margins
                           (in basis points per annum)

A. Canadian Term Facility, Canadian Acquisition Facility and Bracknell Limited
Partnership Credit Facility:

<TABLE>
<CAPTION>
------------------------------------------ ------------- ----------------- -------------------- --------------
Ratio of Total Net Debt                                                    Libor Margin, B/A's,
 to Consolidated EBITDA                    Facility Fees  Prime Rate, USBR   L/C's, and L/G's    All-in Drawn
------------------------------------------ ------------- ----------------- -------------------- --------------
<S>                                         <C>                  <C>             <C>              <C>
Less than or = to 1.5:1                         75.0            NIL               100.0           75.0/175.0
------------------------------------------ ------------- ----------------- -------------------- --------------
>1.5:1 less than or = to 2.0:1                  75.0             25.0             125.0          100.0/200.0
------------------------------------------ ------------- ----------------- -------------------- --------------
>2.0:1 less than or = to 2.5:1                  75.0             50.0             150.0          125.0/225.0
------------------------------------------ ------------- ----------------- -------------------- --------------
>2.5:1 less than or = to 3.0:1                  75.0            100.0             200.0          175.0/275.0
------------------------------------------ ------------- ----------------- -------------------- --------------
>3.0:1 less than or = to 3.5:1                  95.0            130.0             230.0          225.0/325.0
------------------------------------------ ------------- ----------------- -------------------- --------------
>3.5:1 less than or = to 4.0:1                 110.0            165.0             265.0          275.0/375.0
------------------------------------------ ------------- ----------------- -------------------- --------------
>4.0:1 less than or = to 4.25:1                137.5            187.5             287.5          325.0/425.0
------------------------------------------ ------------- ----------------- -------------------- --------------
</TABLE>

B. Operating Facilities (Other than New Tranches):

<TABLE>
<CAPTION>
------------------------------------------ ------------- ----------------- -------------------- --------------
Ratio of Total Net Debt                    Facility Fees  Prime Rate, USBR Libor Margin, B/A's,  All-in Drawn
 to Consolidated EBITDA                                                      L/C's, and L/G's
------------------------------------------ ------------- ----------------- -------------------- --------------
<S>                                         <C>                  <C>             <C>              <C>
Less than or = to 1.5:1                         30.0             45.0             145.0           75.0/175.0
------------------------------------------ ------------- ----------------- -------------------- --------------
>1.5:1 less than or = to 2.0:1                  37.5             62.5             162.5          100.0/200.0
------------------------------------------ ------------- ----------------- -------------------- --------------
>2.0:1 less than or = to 2.5:1                  37.5             87.5             187.5          125.0/225.0
------------------------------------------ ------------- ----------------- -------------------- --------------
>2.5:1 less than or = to 3.0:1                  50.0            125.0             225.0          175.0/275.0
------------------------------------------ ------------- ----------------- -------------------- --------------
>3.0:1 less than or = to 3.5:1                  62.5            162.5             262.5          225.0/325.0
------------------------------------------ ------------- ----------------- -------------------- --------------
>3.5:1 less than or = to 4.0:1                  75.0            200.0             300.0          275.0/375.0
------------------------------------------ ------------- ----------------- -------------------- --------------
>4.0:1 less than or = to 4.25:1                 87.5            237.5             337.5          325.0/425.0
------------------------------------------ ------------- ----------------- -------------------- --------------
</TABLE>

C. New Tranche Facilities:

<TABLE>
<CAPTION>
------------------------- ---------------------- ------------------- ------------------
Ratio of Total Net Debt   New Tranche Facility    Prime Rate, USBR    L/C's, and L/G's
 to Consolidated EBITDA            Fee
------------------------- ---------------------- ------------------- ------------------
     <S>                        <C>                   <C>                <C>
          All                      500.0                 500.0              500.0
------------------------- ---------------------- ------------------- ------------------
</TABLE>
<PAGE>

                  Guarantors' Acknowledgement and Confirmation

         Acknowledgement and confirmation made as of September 19, 2001 by
Bracknell Corporation, The State Group Limited, The State Services Group
Limited, Bracknell Telecommunication Services Inc. (collectively referred to as
the "Canadian Guarantors"), and 354709 Alberta Ltd. and 334108 Alberta Ltd.
(collectively referred to as the "Non-U.S. Subsidiaries"), and Bracknell
Corporation (USA) Inc., Highlight Wireless Solutions Inc. ("Highlight"), and
Eagle Electric Holdings, Inc. (Minnesota), Eagle Electric Holdings, Inc.
(Delaware), Eagle Electrical Systems, Inc., Southwest Systems Limited, Parsons
Electric Holdings, Inc., Allison-Smith Company, Parsons Electric Co., Neal
Electric, Inc., Neal Equipment Company, LLC, Henderson Electric Co., Inc.,
Sylvan Industrial Piping, Inc. (Michigan), Sunbelt Integrated Trade Services,
Inc., Crouch Industries, LLC, Quality Mechanical Contractors, Inc., and
Bracknell Facilities Services, Inc. (collectively, the "Nationwide
Subsidiaries"), and The State Group International Limited, The State Group (USA)
Limited, Preferred Electric, Inc., Preferred Electrical Construction Corp.,
Highlight Solutions, Inc. (collectively referred to as, the "State
Subsidiaries") (the Nationwide Subsidiaries and the State Subsidiaries are
collectively referred to herein as the "U.S. Subsidiaries"), and 1406883 Ontario
Limited and 3041768 Nova Scotia Company (collectively referred to as, the
"Canadian Finance Subsidiaries"), and Bracknell B (Wyoming) LLC, Bracknell A
(Wyoming) LLC and Bracknell Limited Partnership (collectively referred to as,
the "Finance Subsidiaries"), and Patton Management Corporation, Adesta
Communications, Inc., Adesta Ventures, Inc., Adesta of Colorado, Inc. and Able
Telcom Do Brasil (collectively referred to as, the "Able Restricted
Subsidiaries"), and Able Telcom International, Inc., Able Wireless, Inc., Adesta
Transportation, Inc., MFS TransTech, Inc. and Adesta of the District of
Columbia, Inc. (collectively referred to as, the "Able Guarantors"), and
Bracknell GP, L.L.C., Bracknell LP, L.L.C., Bracknell Investments, L.P.,
Bracknell Georgia GP, Inc., Inglett & Stubbs Operations, L.P. and Allison Smith
Operations, L.P. (collectively referred to as, the "New Entities") to and in
favour of Royal Bank of Canada, as Administrative Agent.

         Reference is made to: (i) the Third Amended and Restated Credit
Agreement, as amended by the Bracknell Amending Agreement (2001-1) dated as of
July 30, 2001, and as further amended by the Second Bracknell Amending Agreement
(2001-2) dated as of September 19, 2001; (ii) the amended and restated guarantee
dated as of July 21, 2000 provided by each of the Canadian Guarantors in favour
of the Administrative Agent and such other parties as listed therein (each, a
"Canadian Guarantee"); (iii) the guarantee dated as of December 22, 2000
provided by Highlight in favour of the Administrative Agent and such other
parties as listed therein (the "Highlight Guarantee"); (iv) the amended and
restated guarantee dated as of July 21, 2000 provided by each of the Non-U.S.
Subsidiaries in favour of the
<PAGE>

                                      -3-


Administrative Agent and such other parties as listed therein (each, a "Non-U.S.
Guarantee"); (v) the amended and restated guarantee and collateral agreement
dated as of July 21, 2000 made by each of the U.S. Subsidiaries in favor of the
Administrative Agent and such other parties as listed therein (the "Amended and
Restated Guarantee and Collateral Agreement"); (vi) the guarantee dated as of
July 21, 2000 made by each of the Canadian Finance Subsidiaries in favor of the
Administrative Agent and such other parties as listed therein (the "Canadian
Finance Subsidiary Guarantee"); (vii) the guarantee and collateral agreement
dated as of July 21, 2000 made by each of the Finance Subsidiaries in favor of
the Administrative Agent and such other parties as listed therein (the "Finance
Subsidiary Guarantee and Collateral Agreement"); (viii) the assumption agreement
dated as of December 22, 2000 made by each of the Able Restricted Subsidiaries
and, as to the guarantee only, each of the Able Guarantors, in favor of the
Administrative Agent, pursuant to which they become a party to the amended and
restated guarantee and collateral agreement dated as of July 21, 2000 (the "Able
Guarantee and Collateral Agreement"); and (ix) the assumption agreements dated
as of May 30, 2001, and September 1, 2001 made by each of the New Entities in
favor of the Administrative Agent, pursuant to which they become a party to the
amended and restated guarantee and collateral agreement dated as of July 21,
2000 (the "New Entity Guarantee and Collateral Agreement") (the Canadian
Guarantees, the Highlight Guarantee, the Non-US Guarantees, the Amended and
Restated Guarantee and Collateral Agreement, the Canadian Finance Subsidiary
Guarantee, the Finance Subsidiary Guarantee and Collateral Agreement, the Able
Guarantee and Collateral Agreement and the New Entity Guarantee and Collateral
Agreement are collectively referred to as the "Guarantees", and each a
"Guarantee").

         For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, each of the undersigned hereby acknowledges the
foregoing Second Bracknell Amending Agreement (2001-2) and confirms and agrees
that (i) the Guarantee executed by it in connection with the Third Amended and
Restated Credit Agreement continues to be valid and enforceable against it in
accordance with its terms as of the date hereof; and (ii) the security granted
by it to the Administrative Agent and the Lenders as security for the
obligations under the Guarantee executed by it continues to secure its
obligations to the Administrative Agent and the Lenders pursuant to the
Guarantee.
<PAGE>

                                      -4-


         In witness whereof this acknowledgement and confirmation has been
executed by the parties as of the date first above written in the Second Limited
Partnership Amending Agreement (2001-2).


BRACKNELL CORPORATION                      EAGLE ELECTRIC HOLDINGS, INC.
                                           (MINNESOTA)

Per:                                       Per:
     ------------------------------             ------------------------------
     Authorized Signing Officer                 Authorized Signing Officer


BRACKNELL CORPORATION (USA) INC.           EAGLE ELECTRIC HOLDINGS, INC.
                                           (DELAWARE)

Per:                                       Per:
     ------------------------------             ------------------------------
     Authorized Signing Officer                 Authorized Signing Officer


THE STATE GROUP LIMITED                    EAGLE ELECTRICAL SYSTEMS, INC.

Per:                                       Per:
     ------------------------------             ------------------------------
     Authorized Signing Officer                 Authorized Signing Officer


THE STATE SERVICES GROUP LIMITED           SOUTHWEST SYSTEMS LIMITED

Per:                                       Per:
     ------------------------------             ------------------------------
     Authorized Signing Officer                 Authorized Signing Officer


BRACKNELL TELECOMMUNICATION SERVICES INC.  PARSONS ELECTRIC HOLDINGS, INC.

Per:                                       Per:
     ------------------------------             ------------------------------
     Authorized Signing Officer                 Authorized Signing Officer
<PAGE>

                                      -5-


354709 ALBERTA LTD.                        ALLISON-SMITH COMPANY

Per:                                       Per:
     ------------------------------             ------------------------------
     Authorized Signing Officer                 Authorized Signing Officer


334108 ALBERTA LTD.                        PARSONS ELECTRIC CO.

Per:                                       Per:
     ------------------------------             ------------------------------
     Authorized Signing Officer                 Authorized Signing Officer


HIGHLIGHT WIRELESS SOLUTIONS INC.          CROUCH INDUSTRIES, LLC

Per:                                       Per:
     ------------------------------             ------------------------------
     Authorized Signing Officer                 Authorized Signing Officer


NEAL ELECTRIC, INC.                        QUALITY MECHANICAL CONTRACOTRS, INC.

Per:                                       Per:
     ------------------------------             ------------------------------
     Authorized Signing Officer                 Authorized Signing Officer


NEAL EQUIPMENT COMPANY, LLC.               BRACKNELL FACILITIES SERVICES, INC.

Per:                                       Per:
     ------------------------------             ------------------------------
     Authorized Signing Officer                 Authorized Signing Officer


HENDERSON ELECTRIC CO., INC.

Per:
     ------------------------------
     Authorized Signing Officer
<PAGE>

                                      -6-


SYLVAN INDUSTRIAL PIPING, INC. (MICHIGAN)  THE STATE GROUP INTERNATIONAL LIMITED

Per:                                       Per:
     ------------------------------             ------------------------------
     Authorized Signing Officer                 Authorized Signing Officer


SUNBELT INTEGRATED TRADE SERVICES, INC.    3041768 NOVA SCOTIA COMPANY

Per:                                       Per:
     ------------------------------             ------------------------------
     Authorized Signing Officer                 Authorized Signing Officer


THE STATE GROUP (USA) LIMITED              BRACKNELL B (WYOMING) LLC

Per:                                       Per:
     ------------------------------             ------------------------------
     Authorized Signing Officer                 Authorized Signing Officer


PREFERRED ELECTRIC, INC.                   BRACKNELL A (WYOMING) LLC

Per:                                       Per:
     ------------------------------             ------------------------------
     Authorized Signing Officer                 Authorized Signing Officer


PREFERRED ELECTRIC CONSTRUCTION            BRACKNELL LIMITED PARTNERSHIP, by its
CORPORATION                                general partner 1406883 Ontario Ltd.

Per:                                       Per:
     ------------------------------             ------------------------------
     Authorized Signing Officer                 Authorized Signing Officer


HIGHLIGHT SOLUTIONS, INC.                  PATTON MANAGEMENT CORPORATION

Per:                                       Per:
     ------------------------------             ------------------------------
     Authorized Signing Officer                 Authorized Signing Officer
<PAGE>

                                      -7-


1406883 ONTARIO LIMITED                    ADESTA VENTURES, INC.

Per:                                       Per:
     ------------------------------             ------------------------------
     Authorized Signing Officer                 Authorized Signing Officer


ADESTA COMMUNICATIONS, INC.                BRACKNELL GP L.L.C.

Per:                                       Per:
     ------------------------------             ------------------------------
     Authorized Signing Officer                 Authorized Signing Officer


ADESTA OF COLORADO, INC.                   BRACKNELL L.P., L.L.C.

Per:                                       Per:
     ------------------------------             ------------------------------
     Authorized Signing Officer                 Authorized Signing Officer


ABLE TELCOM DO BRASIL                      BRACKNELL INVESTMENTS, L.P., by its
                                           general partner BRACKNELL GP L.L.C.

Per:                                       Per:
     ------------------------------             ------------------------------
     Authorized Signing Officer                 Authorized Signing Officer


ABLE TELCOM INTERNATIONAL, INC.            BRACKNELL GEORGIA GP, INC.

Per:                                       Per:
     ------------------------------             ------------------------------
     Authorized Signing Officer                 Authorized Signing Officer


ABLE WIRELESS, INC.                        INGLETT & STUBBS OPERATIONS, L.P.

Per:                                       Per:
     ------------------------------             ------------------------------
     Authorized Signing Officer                 Authorized Signing Officer
<PAGE>

                                      -8-


ADESTA TRANSPORTATION, INC.                ALLISON SMITH OPERATIONS, L.P.


Per:                                       Per:
     ------------------------------             ------------------------------
     Authorized Signing Officer                 Authorized Signing Officer


MFS TRANSTECH, INC.                        ADESTA OF THE DISTRICT OF COLUMBIA,
                                           INC.
Per:
     ------------------------------        Per:
       Authorized Signing Officer               ------------------------------
                                                  Authorized Signing Officer