EX-10.7 Second Amended and Restated Loan and Secur






Exhibit 10.7




SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT




     THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is made on July 29, 2008, by and
among MASTEC, INC., a Florida corporation (individually and, in its capacity as the representative
of the other Borrowers pursuant to Section 4.4 hereof, “MasTec”), a Florida corporation with its
chief executive office and principal place of business at 800 Douglas Road, North Tower, 12th
Floor, Coral Gables, Florida 33134; its subsidiaries named as “Borrowers” on Annex A
hereto, MasTec, and each other Borrower being referred to collectively as “Borrowers,” and
individually as a “Borrower”); its subsidiaries party hereto as “Guarantors”; the various financial
institutions listed on the signature pages hereof (together with their respective successors and
permitted assigns, the “Lenders”); BANK OF AMERICA, N.A., a national banking association, in its
capacity as collateral and administrative agent for the Lenders pursuant to Section 13 hereof
(together with its successors in such capacity, “Agent”), and GENERAL ELECTRIC CAPITAL CORPORATION,
a Delaware corporation, as Syndication Agent (together with its successors in such capacity, the
“Syndication Agent”). Capitalized terms used in this Agreement have the meanings assigned to them
in Section 1.



Recitals:




     MasTec, its Affiliates party thereto as borrowers, certain financial institutions (the
“Original Lenders”) and Fleet Capital Corporation (“FCC”), as Administrative Agent (the “Original
Agent”), were parties to a certain Revolving Credit and Security Agreement dated January 22, 2002
(as at any time amended, restated, modified or otherwise supplemented, the “Original Loan
Agreement”), pursuant to which the Original Lenders made certain revolving credit loans and letter
of credit accommodations to Borrowers.



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



     MasTec, its Affiliates party thereto as borrowers, certain financial institutions (the
“Existing Lenders”) and Agent, are parties to a certain Amended and Restated Loan and Security
Agreement dated May 10, 2005 (as at any time amended, restated, modified or otherwise supplemented,
and as in effect on the date hereof, the “Existing Loan Agreement”), pursuant to which the Existing
Lenders made certain revolving credit loans and letter of credit accommodations to Borrowers.



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



 









 




hereafter amended, modified, supplemented or restated in connection with the credit facility
under this Agreement.




     Obligors have requested that the Lenders establish a revolving credit facility pursuant to
which revolving credit loans may be made to Borrowers and letters of credit may be issued for the
account of Borrowers, which shall be used by Borrowers to finance their mutual and collective
enterprise of providing construction, design, installation, maintenance and upgrade services to
providers of telecommunications, broadband, energy services, traffic control and homeland security
services. In order to utilize the financial powers of each Borrower in the most efficient and
economical manner, and in order to facilitate the financing of each Borrower’s needs, Lenders will,
at the request of any Borrower, make loans to all Borrowers under the revolving credit facility on
a combined basis and in accordance with the provisions hereinafter set forth. Borrowers’ business
is a mutual and collective enterprise and Borrowers believe that the consolidation of all revolving
credit loans under this Agreement will enhance the aggregate borrowing powers of each Borrower and
ease the administration of their revolving credit loan relationship with Lenders, all to the mutual
advantage of Borrowers. Lenders’ willingness to extend credit to Borrowers and to administer each
Borrower’s collateral security therefor, on a combined basis as more fully set forth in this
Agreement, is done solely as an accommodation to Borrowers and at Borrowers’ request in furtherance
of Borrowers’ mutual and collective enterprise.



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



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



SECTION 1. DEFINITIONS; RULES OF CONSTRUCTION




     1.1. Definitions.



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





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




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




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



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Debtors, granted, outstanding or payable in connection with, or any interest accrued on
the amount of, such Accounts at such date.




     Ace LC — a Letter of Credit issued for the account of MasTec for the benefit of
ACE American Insurance Company (“ACE”) in the stated amount of $18,000,000 with
respect to MasTec’s insurance coverage for claims under worker’s compensation laws or
similar legislation effected through ACE from time to time.




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




     Acquisition Earn-Out Payments — earn-out payments required to be paid by
Borrowers relating to any Permitted Acquisition pursuant to the terms of the acquisition
documentation with the applicable seller(s), to the extent paid by Borrowers in cash.




     Adjusted EBITDA — for any fiscal period of Borrowers and their Subsidiaries
(other than DirectStar), an amount equal to the sum for such period of (i) Adjusted Net
Earnings, plus (ii) provision for taxes based on income and for state or provincial
franchise taxes, to the extent deducted in the calculation of Adjusted Net Earnings,
plus (iii) interest expense, to the extent deducted in the calculation of Adjusted
Net Earnings, plus (iv) depreciation and amortization to the extent deducted in the
calculation of Adjusted Net Earnings, plus (v) charges included in Adjusted Net
Earnings related to purchase accounting adjustments that are as required by FASB 141 and
142, plus (vi) non-cash charges (including inventory adjustments, loss on job
contract accruals, litigation and legacy accounts receivable charges initially recognized
for the third Fiscal Quarter of 2007, expenses relating to equity award compensation and
write down of assets and the cumulative effect of changes in accounting principles under
GAAP) either (A) as approved by Agent or (B) from discontinued operations to the extent
deducted in the calculation of Adjusted Net Earnings for such period, all calculated on a
Consolidated basis, plus (vii) without duplication, any cash Distributions made by
DirectStar to any Borrower, all calculated on a Consolidated basis; provided
that, solely for the purpose of determining the Leverage Ratio in connection with
the calculation of the Applicable Margin, (x) Adjusted EBITDA shall be calculated on a
Consolidated basis for Borrowers and their Subsidiaries (excluding those discontinued
operations of Borrowers and Guarantors reported to Agent in writing by Borrowers on July 31,
2007), and (y) Adjusted EBITDA shall include, with respect to any Permitted Acquisition, the
Adjusted EBITDA of the acquired Person for the twelve month period immediately preceding the
Permitted Acquisition.




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



	 	 	 	 
	LIBOR Rate =
	 	Offshore Base Rate	 
	 
	 	 	 
	 
	 	1.00 - Eurodollar Reserve Percentage	 







     Where,




     “Offshore Base Rate” means the rate per annum appearing on
Telerate Page 3750 (or any successor page) as the London interbank offered
rate for deposits in Dollars at approximately 11:00 a.m. (London time) two
Business Days prior to the first day of such Interest Period for a term
comparable to such



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




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




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




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



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     Agency Appointment as to Vehicle Titles — as defined in Section 8.4.4 of this
Agreement.




     Agent Indemnitees — Agent and all of Agent’s present and future officers,
directors, employees, agents and attorneys.




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




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




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




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




     Applicable Margin — a percentage equal to 0.50% with respect to Revolver Loans
that are Base Rate Loans and 2.00% with respect to Revolver Loans that are LIBOR Loans;
provided, that commencing on the first day of the calendar month immediately
succeeding the third Business Day (each an “Adjustment Date”) after Agent’s receipt of the
applicable financial statements and corresponding Compliance Certificate for each Fiscal
Quarter ending on or after June 30, 2009, the Applicable Margin shall be increased or (if no
Default or Event of Default exists) decreased, on a quarterly basis according to the
performance of Borrowers as measured by the Leverage Ratio for the immediately preceding
Fiscal Quarter of Borrowers, as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable	 	Applicable Base
	Level	 	Leverage Ratio	 	LIBOR Margin	 	Rate Margin
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	I
	 	≥ 4.00 to 1.00	 	 	2.50	%	 	 	1.00	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	II
	 	≥ 3.00 to l.00 but	 	 	2.25	%	 	 	0.75	%
	 
	 	< 4.00 to 1.00	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	III
	 	≥ 2.00 to l.00 but	 	 	2.00	%	 	 	0.50	%
	 
	 	< 3.00 to 1.00	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	IV
	 	≥ 1.50 to l.00 but	 	 	1.75	%	 	 	0.50	%
	 
	 	< 2.00 to 1.00	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	V
	 	≥ 1.00 to l.00 but	 	 	1.625	%	 	 	0.50	%
	 
	 	< 1.50 to 1.00	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	VI
	 	< 1.00  to 1.00	 	 	1.50	%	 	 	0.50	%








     Except as otherwise set forth herein, any such increase or reduction in the Applicable



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Margin shall be subject to receipt by Agent of the applicable financial statements and
corresponding Compliance Certificate. If the financial statements and the Compliance
Certificate of Borrowers setting forth the Leverage Ratio are not received by Agent by the
date required pursuant to Section 10.1.3 of this Agreement, the Applicable Margin shall be
determined as if the Leverage Ratio exceeds 4.00 to 1.00 until such time as such financial
statements and Compliance Certificate are received and any Event of Default resulting from a
failure to timely deliver such financial statements or Compliance Certificate is waived in
writing by Agent and Lenders; provided, however, that Agent and Lenders
shall be entitled to accrue and receive interest at the Default Rate to the extent
authorized by Section 3.1.5 of this Agreement and, on each date that the Default Rate
accrues on any Loan, the Applicable Margin on such date for such Loan shall be the
Applicable Margin that would apply if the Leverage Ratio exceeded 4.00 to 1.00 (without
regard to the actual Leverage Ratio). For the final Fiscal Quarter of any Fiscal Year of
Borrowers, Borrowers may provide the unaudited financial statements of Borrowers, subject
only to year-end adjustments, for the purpose of determining the Applicable Margin;
provided, however, that if, upon delivery of the annual audited financial
statements required to be submitted by Borrowers to Agent pursuant to Section 10.1.3(i) of
this Agreement, Borrowers have not met the criteria for reduction of the Applicable Margin
pursuant to the terms hereinabove for the final Fiscal Quarter of the Fiscal Year of
Borrowers then ended, then (a) such Applicable Margin reduction shall be terminated and,
effective on the first day of the month following receipt by Agent of such audited financial
statements, the Applicable Margin shall be the Applicable Margin that would have been in
effect if such reduction had been implemented based upon the audited financial statements of
Borrowers for the final Fiscal Quarter of the Fiscal Year of Borrowers then ended, and (b)
Borrowers shall pay to Agent, for the Pro Rata benefit of the Lenders, on the first day of
the month following receipt by Agent of such audited financial statements, an amount equal
to the difference between the amount of interest that would have been paid using the
Applicable Margin determined based upon such audited financial statements and the amount of
interest actually paid during the period in which the reduction of the Applicable Margin was
in effect based upon the unaudited financial statements for the final Fiscal Quarter of the
Fiscal Year of Borrowers then ended.




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




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



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




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




     AT&T — collectively, AT&T Corp. and its Subsidiaries and Affiliates.




     AT&T Concentration Percentage — 40%, or such lesser percentage as Agent may in
its reasonable credit judgment determine from time to time.




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




     Availability Reserve — on any date of determination thereof, an amount equal to
the sum of the following (without duplication): (i) the Rent Reserve; (ii) any amounts which
any Obligor is obligated to pay to Agent, Lenders or other Persons pursuant to the
provisions of any of the Loan Documents that Agent or any Lender elects to pay for the
account of such Obligor in accordance with authority contained in any of the Loan Documents;
(iii) the LC Reserve; (iv) the aggregate amount of reserves established by Agent from time
to time in its discretion in respect of Banking Relationship Debt; (v) the aggregate amount
of Royalties that have accrued and are unpaid, whether or not then due and payable by an
Obligor; (vi) the aggregate amount of all liabilities and obligations that are secured by
Liens upon any of the Collateral that are senior in priority to Agent’s Liens if such Liens
are not Permitted Liens (provided that the imposition of a reserve hereunder
on account of such Liens shall not be deemed a waiver of the Event of Default that arises
from the existence of such Liens) or are Permitted Liens under Section 10.2.5(iii) of this
Agreement; (vii) the DirecTV Account Reserve; (viii) the Dilution Reserve; and (ix) such
additional reserves, in such amounts and with respect to such matters, as Agent in its
reasonable credit judgment may elect to impose from time to time.




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



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




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




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




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




     Bankruptcy Code — title 11 of the United States Code.




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




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




     Blocked Person — as defined in Section 9.1.27(ii) of this Agreement.




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




     BofA — Bank of America, N.A., a national banking association, and its
successors and assigns.




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




     Borrower — each of MasTec and each Subsidiary of MasTec listed as a “Borrower”
on Annex A hereto and each Subsidiary of MasTec that becomes a “Borrower” after the
Effective Date pursuant to Section 10.1.11 of this Agreement.




     Borrower Agent — as defined in Section 4.4 of this Agreement.



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




     Borrowing Base — on any date of determination thereof, an amount equal to the
lesser of: (a) the aggregate amount of the Revolver Commitments on such date minus
the Availability Reserve on such date, or (b) an amount equal to (i) the sum of (A) the
Accounts Formula Amount on such date plus (B) the Eligible Unbilled Accounts Formula
Amount on such date plus (C) the Fixed Assets Formula Amount on such date
plus (D) the Real Estate Formula Amount on such date plus (E) the Eligible
Cash Collateral Amount on such date minus (ii) the Availability Reserve on such
date, or (c) the sum of (i) the amount on such date that constitutes Indebtedness permitted
under Section 4.08(b)(1) of the Indenture as in effect on the Closing Date, plus (ii) the
amount of Obligations that Borrowers would be permitted to incur hereunder on such date
under Section 4.08(b)(11) without causing a breach or violation of the Indenture as in
effect on the Closing Date.




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




     Business Day — any day excluding Saturday, Sunday and any other day that is a
legal holiday under the laws of the State of Georgia or is a day on which banking
institutions located in such state are closed; provided, however, that when
used with reference to a LIBOR Loan (including the making, continuing, prepaying or repaying
of any LIBOR Loan), the term “Business Day” shall also exclude any day on which banks are
not open for dealings in Dollar deposits on the London interbank market.




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




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




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




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




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




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



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




     Capital Expenditures — expenditures made or liabilities incurred by an Obligor
for the acquisition of any fixed assets or improvements, replacements, substitutions or
additions thereto which have a useful life of more than one year, including the total
principal portion of Capitalized Lease Obligations.




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




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




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




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




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




     Cash Management Agreements — any agreement entered into from time to time
between any Obligor or any of its Subsidiaries, on the one hand, and a Lender or any of its
Affiliates or any other banking or financial institution, on the other, in connection with
cash management services for operating, collections, payroll and trust accounts of such
Obligor or its Subsidiaries



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provided by such banking or financial institution, including automatic clearinghouse
services, controlled disbursement services, electronic funds transfer services, information
reporting services, lockbox services, stop payment services and wire transfer services.




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




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




     Chattel Paper — shall have the meaning given to the term “chattel paper” in the
UCC or the PPSA, as applicable.




     Clearing Bank — BofA, Wachovia Bank, N.A., each bank listed on Schedule 1.1C -
Clearing Banks, and any other U.S. banking institution with which a Controlled Account has
been established pursuant to a Control Agreement.




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




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




     Commercial Tort Claim — shall have the meaning given to the term “commercial
tort claim” in the UCC.




     Commitment — at any date for any Lender, the aggregate amount of such Lender’s
Revolver Commitment on such date, and “Commitments” means the aggregate amount of
all Revolver Commitments.




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




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




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




     Contingent Obligation — with respect to any Person, any obligation of such
Person arising from any guaranty, indemnity or other assurance of payment or performance of
any Debt, lease,



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dividend or other obligation (“primary obligations”) of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, including (i) the direct or
indirect guaranty, endorsement (other than for collection or deposit in the Ordinary Course
of Business), co-making, discounting with recourse or sale with recourse by such Person of
the obligation of a primary obligor, (ii) the obligation to make take-or-pay or similar
payments, if required, regardless of nonperformance by any other party or parties to an
agreement, (iii) any obligation of such Person, whether or not contingent, (A) to purchase
any such primary obligation or any Property constituting direct or indirect security
therefor, (B) to advance or supply funds (1) for the purchase or payment of any such primary
obligations or (2) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, (C) to purchase
Property, Securities or services primarily for the purpose of assuring the owner of any such
primary obligation of the ability of the primary obligor to make payment of such primary
obligation or (D) otherwise to assure or hold harmless the holder of such primary obligation
against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to
be an amount equal to the stated or determinable amount of the primary obligation with
respect to which such Contingent Obligation is made (or, if less, the maximum amount of such
primary obligation for which such Person may be liable pursuant to the terms of the
instrument evidencing such Contingent Obligation) or, if not stated or determinable, the
maximum reasonably anticipated liability with respect thereto (assuming such Person is
required to perform thereunder), as determined by such Person in good faith.




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




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




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




     CWA — the Clean Water Act (33 U.S.C. §§ 1251 et seq.).




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




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



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




     Deposit Account — shall have the meaning given to the term “deposit account” in
the UCC.




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




     DirecTV — collectively, DirecTV, Inc. and its Affiliates and Subsidiaries.




     DirecTV Account Reserve — a reserve, in such amount as shall be determined from
time to time by Agent in its sole discretion as sufficient to protect against the risk of
offset by DirecTV with respect to any Accounts for which DirecTV is the Account Debtor.




     DirecTV Concentration Percentage — (a) at any time that (i) DirecTV’s corporate
credit rating or senior debt rating (secured or unsecured) by Moody’s is Ba2 and by S&P is
BB, and (ii) Average Days Sales Outstanding on Accounts for which DirecTV is the Account
Debtor is 50 or fewer days, 40%; (b) at any time that DirecTV’s corporate credit rating or
senior debt rating (secured or unsecured) by Moody’s is Ba3 or by S&P is BB-, 25%; (c) at
any time that DirecTV’s corporate credit rating or senior debt rating (secured or unsecured)
by Moody’s is B1 or by S&P is B+, 15%; (d) at any time that Average Days Sales Outstanding
on Accounts for which DirecTV is the Account Debtor is more than 50 days, 15%; and (e)
irrespective of the Average Days Sales Outstanding on Accounts for which DirecTV is the
Account Debtor, or DirecTV’s rating, such lesser percentage as Agent may in its reasonable
credit judgment determine from time to time.




     DirectStar — DirectStar TV, LLC, a North Carolina limited liability
company, and its Subsidiaries.




     DirectStar Purchase Agreement — that certain Membership Interest Purchase
Agreement dated February 6, 2007, by and among MasTec North America, MasTec, DirectStar, Red
Ventures, LLC, a North Carolina limited liability company, and Ricardo Elias, Daniel S.
Feldstein and Mark Brodsky, pursuant to which MasTec North America has agreed to purchase
the remaining fifty-one percent (51%) of the issued and outstanding membership shares in
DirectStar.




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




     Document — shall have the meaning given to the term “document” in the UCC.



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




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




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




     Electronic Chattel Paper — shall have the meaning given to the term “electronic
chattel paper” in the UCC.




     Eligible Account — an Account which arises in the Ordinary Course of Business
of an Obligor from the sale of goods or rendition of services, is payable in Dollars (or,
with respect to Accounts that arise from a sale to an Account Debtor located in Canada, in
Canadian Dollars), is subject to Agent’s duly perfected Lien, and is deemed by Agent, in its
reasonable credit judgment, to be an Eligible Account. Without limiting the generality of
the foregoing, no Account shall be an Eligible Account if: (i) it arises out of a sale made
by an Obligor to a Subsidiary or an Affiliate of an Obligor, a Person controlled by an
Affiliate of an Obligor or a Blocked Person; (ii) it is unpaid for more than 60 days after
the original due date shown on the invoice; (iii) it is due or unpaid more than 90 days
after the original invoice date (or as to any Approved Account Debtor, 120 days after
original invoice date); (iv) 50% or more of the Accounts from the Account Debtor are not
deemed Eligible Accounts hereunder; (v) the total unpaid Accounts of the Account Debtor or
group of affiliated Account Debtors (excluding any affiliated Account Debtor that satisfies
the criteria of clause (i) in the definition of Approved Account Debtor) exceed 7.5% (or (A)
as to any Approved Account Debtor (other than DirecTV, Verizon or AT&T), 15%, (B) as to
DirecTV, the DirecTV Concentration Percentage, (C) as to Verizon, the Verizon Concentration
Percentage, and (D) as to AT&T, the AT&T Concentration Percentage) of the aggregate amount
of all Eligible Accounts or exceed a credit limit established by Agent for such Account
Debtor, in each case, to the extent of such excess; (vi) any covenant, representation or
warranty contained in this Agreement with respect to such Account has been breached in any
respect deemed material by Agent; (vii) the Account Debtor is also such Obligor’s creditor
or supplier, or the Account Debtor has disputed liability with respect to such Account, or
the Account Debtor has made any claim with respect to any other Account due from such
Account Debtor to such Obligor, or the Account otherwise is or may become subject to any
right of setoff, counterclaim, recoupment, reserve, defense or chargeback, provided that,
the Accounts of such Account Debtor shall be ineligible only to the extent of such dispute
or right of offset, counterclaim, recoupment, reserve, defense or chargeback; (viii) an
Insolvency Proceeding has been commenced by or against the Account Debtor (other than
Accounts arising under and in accordance with the terms of post-petition contracts with such
Account Debtor approved by the court in which the Insolvency Proceeding of the Account
Debtor is being heard or otherwise permitted in such case) or the Account Debtor has failed,
suspended or ceased doing business; (ix) the Account Debtor is not or has ceased to be
Solvent; (x) it arises from a sale to an Account Debtor that is organized under the laws of
any jurisdiction outside of the United States or Canada or that has its principal office or
principal place of business outside the United States or Canada except to the extent that
the sale is supported or secured by an Approved Credit Enhancement; (xi) it arises from a
sale to the Account Debtor on a bill-and-hold, guaranteed sale, sale-or-return,
sale-on-approval, consignment or any other repurchase or return basis; (xii) the Account
Debtor is the United States of America or Canada any department, agency, Crown corporation
or instrumentality thereof, unless the applicable Obligor is not prohibited from assigning
the Account and does assign its



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right to payment of such Account to Agent, in a manner satisfactory to Agent, so as to
comply, in the case of the United States, with the Assignment of Claims Act of 1940 (31
U.S.C. §3727 and 41 U.S.C. §15), and, in the case of Canada, with the Financial
Administration Act, R.S.C. c. F-11 or is a state, province, county or municipality, or a
political subdivision or agency thereof and Applicable Law disallows or restricts an
assignment of Accounts on which it is the Account Debtor; (xiii) the Account Debtor is
located in any jurisdiction which imposes conditions on the right of a creditor to collect
accounts receivable unless the applicable Obligor has either qualified to transact business
in such jurisdiction as a foreign entity or filed a Notice of Business Activities Report or
other required report with the appropriate officials in those jurisdictions for the then
current year; (xiv) the Account Debtor is located in a jurisdiction in which such Obligor is
deemed to be doing business under the laws of such jurisdiction and which denies creditors
access to its courts in the absence of qualification to transact business in such
jurisdiction or of the filing of any reports with such jurisdiction, unless such Obligor has
qualified as a foreign entity authorized to transact business in such jurisdiction or has
filed all required reports; (xv) the Account is subject to a Lien other than a Permitted
Lien; (xvi) the goods giving rise to such Account have not been delivered to and accepted by
the Account Debtor or the services giving rise to such Account have not been performed by
such Obligor and accepted by the Account Debtor or the Account otherwise does not represent
a final sale; (xvii) the Account is evidenced by Chattel Paper or an Instrument of any kind,
or has been reduced to judgment; (xviii) the Account represents a billing in excess of cost
or a retainage or arises from a sale on a cash-on-delivery basis; (xix) such Obligor has
made any agreement with the Account Debtor for any deduction therefrom, except for discounts
or allowances which are made in the Ordinary Course of Business for prompt payment and which
discounts or allowances are reflected in the calculation of the face value of each invoice
related to such Account; (xx) such Obligor has made an agreement with the Account Debtor to
extend the time of payment thereof; (xxi) the Account arises from the performance of
services under a contract in respect of which any performance bond or surety bond has been
issued or under or related to any warranty obligation of an Obligor; (xxii) the Account
represents, in whole or in part, a billing for interest, fees or late charges, provided that
such Account shall be ineligible only to the extent of the amount of such billing; or
(xxiii) it arises from a retail sale of Inventory to a Person who is purchasing the same
primarily for personal, family or household purposes.




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




     Eligible Cash Collateral  — cash and Cash Equivalents of MasTec that (i) are on
deposit in the LC Collateral Account, (ii) are subject to the perfected, first priority
security interest and Lien



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in favor of Agent, on behalf of the Secured Parties, upon such cash and Cash
Equivalents, and BofA (or the other applicable depositary institution or intermediary at
which the LC Collateral Account is maintained) has executed a deposit account control
agreement in favor of Agent, for the benefit of the Secured Parties, or such other
documentation as may be required by Agent with respect to the LC Collateral Account and the
cash and Cash Equivalent maintained therein, in each case in form and substance satisfactory
to Agent in all respects, and (iii) are not subject to any Lien, claim or other interest in
favor of any Person other than Agent.




     Eligible Cash Collateral Amount  — on any date of determination, an amount
equal to 100% of the amount of Eligible Cash Collateral on such date; provided,
that, it is the intent of the parties that (i) the amount of eligible Cash
Collateral maintained in the LC Collateral Account shall be equal to the undrawn amount of
the Letters of Credit that are Cash Collateralized on such date, (ii) Borrowers shall not be
required on any date to maintain Eligible Cash Collateral in an amount greater than the
undrawn amount of the Letters of Credit that are Cash Collateralized on such date, and (iii)
to extent that on any date the Eligible Cash Collateral in the LC Collateral Account exceeds
the undrawn amount of Letters of Credit that are Cash Collateralized on such date, BofA or
its Affiliate at which the LC Collateral Account is maintained shall, at the request of
Borrowers, pay the amount of Eligible Cash Collateral in excess of undrawn amount of the
Letters of Credit that are Cash Collateralized to Borrowers, subject to the provisions of
Section 2.3.3.




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




     Eligible Real Estate — each parcel of Real Estate which Agent, in its
reasonable credit judgment, determines to be Eligible Real Estate. Without limiting the
discretion of Agent to establish other criteria of eligibility, Eligible Real Estate (i)
shall be owned by an Obligor, (ii) shall be subject to the Lien in favor of Agent and to no
other Lien (other than those Liens or encumbrances, if any, which are expressly permitted
in the Mortgages applicable to such Real Estate), (iii) shall be located within the
continental United States, (iv) shall be in compliance with all of the representations,
warranties, covenants and agreements set forth in the Mortgage(s) applicable thereto and in
Sections 7.3.1, 9.1.30 and 10.1.17 hereof, and (v) shall have been included in a fair
market value appraisal of the Real Estate, and shall be covered by an environmental report,
in each case which have been accepted by and are satisfactory to Agent.




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




     Eligible Unbilled Accounts Formula Amount — on any date of determination
thereof, an amount equal to the lesser of (i) 70% (or such lesser percentage as Agent may in
its reasonable credit judgment determine from time to time) of the aggregate amount of
Eligible Unbilled Accounts on such date, or (ii) an amount equal to the product of (x) the
sum of the Accounts Formula Amount on such date, the amount derived pursuant to subsection
(i) of this definition, the Fixed Assets Formula Amount, and the Real Estate Formula Amount
multiplied by (y) 15%.




     Enforcement Action — action taken or to be taken by Agent, during any period
that an Event of Default exists, to enforce collection of the Obligations or to realize upon
the Collateral



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(whether by judicial action, under power of sale, by self-help repossession, by
notification to Account Debtors, or by exercise of rights of setoff or recoupment).




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




     Environmental Laws — all federal, state, provincial local and foreign laws,
rules, regulations, codes, ordinances, orders and consent decrees (together with all
programs, permits and guidance documents promulgated by regulatory agencies, to the extent
having the force of law), now or hereafter in effect, that relate to public health (but
excluding occupational safety and health, to the extent regulated by OSHA) or the protection
or pollution of the environment, whether new or hereafter in effect, including CERCLA, RCRA
and CWA.




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




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




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




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




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




     Event of Default — as defined in Section 12 of this Agreement.




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




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




     Existing Letters of Credit — as defined in Section 2.3.1 of this Agreement.



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     Extraordinary Expenses — all costs, expenses, fees (including fees incurred to
Agent Professionals) or advances that Agent may suffer or incur, whether prior to or after
the occurrence of an Event of Default, and whether prior to, after or during the pendency of
an Insolvency Proceeding of an Obligor, on account of or in connection with (i) the audit,
inspection, repossession, storage, repair, appraisal, insuring, completion of the
manufacture of, preparing for sale, advertising for sale, selling, collecting or otherwise
preserving or realizing upon any Collateral; (ii) the defense of Agent’s Lien upon any
Collateral or the priority thereof or any adverse claim with respect to the Loans, the Loan
Documents or the Collateral asserted by any Obligor, any receiver or trustee for any Obligor
or any creditor or representative of creditors of any Obligor; (iii) the settlement or
satisfaction of any Liens upon any Collateral (whether or not such Liens are Permitted
Liens); (iv) the collection or enforcement of any of the Obligations, whether by Enforcement
Action or otherwise; (v) the negotiation, documentation, and closing of any restructuring or
forbearance agreement with respect to the Loan Documents or Obligations; (vi) amounts
advanced by Agent pursuant to Sections 8.1.3 or 15.10 of this Agreement; (vii) the
enforcement of any of the provisions of any of the Loan Documents; or (viii) any payment
under a guaranty, indemnity or other payment agreement provided by Agent, which is
reimbursable to Agent by Borrowers pursuant to Section 3.4.2 of this Agreement. Such costs,
expenses and advances may include transfer fees, taxes, storage fees, insurance costs,
permit fees, utility reservation and standby fees, legal fees, appraisal fees, brokers’ fees
and commissions, auctioneers’ fees and commissions, accountants’ fees, environmental study
fees, wages and salaries paid to employees of any Obligor or independent contractors in
liquidating any Collateral, travel expenses, all other fees and expenses payable or
reimbursable by Borrowers or any other Obligor under any of the Loan Documents, and all
other fees and expenses associated with the enforcement of rights or remedies under any of
the Loan Documents, but excluding compensation paid to employees (including inside legal
counsel who are employees) of Agent.




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




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




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




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




     Fiscal Year — the fiscal year of Borrowers and their Subsidiaries for
accounting and tax purposes, which ends on December 31 of each year and when preceded by the
designation of a calendar year (e.g., 2008 Fiscal Year) means the fiscal year of Borrowers
and their Subsidiaries ending on December 31 of such designated calendar year.




     Fixed Assets Formula Amount — on any date of determination thereof, the lesser
of (i) $100,000,000 or (ii) an amount equal to eighty percent (80%) of the Net Orderly
Liquidation Value of Eligible Fixed Assets, provided however, that the
amount calculated under this clause



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(ii) shall be adjusted (either upward or downward, as applicable) by an amount equal to
the lesser of (A) $10,000,000 (in the case of an upward adjustment) and (B) the result of
(I) eighty percent (80%) of the aggregate cost of all Equipment that has been acquired by
Obligors since the date of the most recent Net Orderly Liquidation Value Appraisal,
minus (II) an amount, as determined by Agent, equal to the aggregate amount of the
fair market value or book value, whichever is more, of all Equipment that has been disposed
of by Obligors (other than in accordance with Section 8.4.2(ii)) since the date of the most
recent Net Orderly Liquidation Value Appraisal of the Equipment.




     Fixed Charge Coverage Ratio — for any period, the ratio of (a) Adjusted EBITDA
for such period minus Net Capital Expenditures (excluding Capital Expenditures
financed by Permitted Purchase Money Debt) for such period, minus Distributions made
during such period, minus cash Taxes paid during such period, minus cash
Investments made by Borrowers in DirectStar, minus any portion of the Earn-Out
Payments under (and as defined in) the DirectStar Purchase Agreement made by Borrowers in
cash, minus all other Acquisition Earn-Out Payments, to (b) the sum of all Fixed
Charges for such period, all calculated for Borrowers and their Subsidiaries (other than
DirectStar) on a Consolidated basis.




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




     FLSA — the Fair Labor Standards Act of 1938.




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




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




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




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   Funded Debt — with respect to Borrowers and their Subsidiaries, the sum,
without duplication, of (i) the aggregate amount of Debt of Borrowers and their Subsidiaries
relating to (a) the borrowing of money or the obtaining of credit (other than trade payables
incurred in the Ordinary Course of Business), including the Obligations and any other notes
or bonds, (b) the deferred purchase price of assets (other than trade payables incurred in
the Ordinary Course of Business), and (c) any Capitalized Lease Obligations, plus
(ii) Debt of the type referred to in clause (i) of another Person guaranteed by a Borrower
or Subsidiary, in each case as determined on a Consolidated basis.




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




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




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




     Goods — shall have the meaning given to the term “goods” in the UCC or the
PPSA.




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




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




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




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




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




     Impermissible Qualification — any qualification or exception to the opinion or
certification of any independent public accountant as to any financial statement of
Borrowers which (i) is of a “going concern” or similar nature, (ii) relates to the limited
scope of examination



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of matters relevant to such financial statements, or (iii) relates to the treatment or
classification of any item in such financial statement in which, a condition to its removal,
would require an adjustment to such item the effect of which would be to cause the
occurrence of an Event of Default.




     Increase Effective Date — as defined in Section 2.1.6(ii) of this Agreement.




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




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




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




     Indenture — the Indenture, among MasTec, its Subsidiaries and the trustee named
thereunder, as Trustee, governing the Senior Notes.




     Initial Lenders — BofA, GECC and PNC Bank, National Association, each in its
capacity as a “Lender” under this Agreement on the Closing Date.




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




     Instrument — shall have the meaning given to the term “instrument” in the UCC.




     Insurance Cash Collateral Account — each demand deposit account in existence on
the date of this Agreement established by and held in the name of an insurance company or
insurance



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service company at a depository bank, as described on Schedule 1.1B attached hereto, to
establish loss reserves with respect to policies insuring MasTec issued by such insurance
company or through such insurance service company.




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




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




     Interest Period — shall have the meaning ascribed to it in Section 3.1.3 of
this Agreement.




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




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




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




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




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




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




     LC Collateral Account — a Deposit Account, securities account or other account
established by MasTec at BofA or an Affiliate of BofA and over which Agent has control
within the meaning of the UCC; provided, that, any interest, interest
equivalent or other income that accrues, from time to time, on the cash or financial assets
maintained or deposited in such account shall be the property of Borrowers and paid by BofA
or its Affiliate to Borrowers from time to time.



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




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




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




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




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




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




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




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




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




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



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     Leverage Ratio — with respect to any fiscal period, the ratio of (i) the amount
of total Funded Debt (including Senior Funded Debt, Capitalized Lease Obligations, LC
Obligations (other than those LC Obligations that are Cash Collateralized) and Subordinated
Debt, if any) as of the last day of such fiscal period minus the amount of domestic
unrestricted balance sheet cash as of the last day of such fiscal period, to (ii) Adjusted
EBITDA for such fiscal period, all calculated for Borrowers and their Subsidiaries on a
Consolidated basis.




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




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




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




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




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




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




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



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




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



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



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



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



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



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



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



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



     Money Borrowed — as applied to any Obligor, without duplication, (i) Debt
arising from the lending of money by any other Person to such Obligor; (ii) Debt, whether or
not in any such case arising from the lending of money by another Person to such Obligor,
(A) which is represented by notes payable or drafts accepted that evidence extensions of
credit, (B) which constitutes obligations evidenced by bonds, debentures, notes or similar
instruments, or (C) upon which interest charges are customarily paid (other than accounts
payable) or that was issued or



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assumed as full or partial payment for Property; (iii) Debt that constitutes a
Capitalized Lease Obligation; (iv) reimbursement obligations with respect to letters of
credit or guaranties of letters of credit; and (v) Debt of such Obligor under any guaranty
of obligations that would constitute Debt for Money Borrowed under clauses (i) through (iii)
hereof, if owed directly by such Obligor.




     Moody’s — Moody’s Investors Services, Inc.




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




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




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




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




     Net Orderly Liquidation Value — on any date of determination and with respect
to any Eligible Fixed Assets, the value of such Eligible Fixed Assets expected to be
realized at an orderly, negotiated sale of such Eligible Fixed Assets that is held within a
reasonable period of time, as such value is determined by Agent from the most recent Net
Orderly Liquidation Value Appraisal received by Agent on or before such date.




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




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




     Notice of Borrowing — as defined in Section 4.1.1(i) of this Agreement.




     Notice of Conversion/Continuation — as defined in Section 3.1.2(ii) of this
Agreement.




     Obligations — in each case, whether now in existence or hereafter arising, (i)
the principal of, and interest and premium, if any, on, the Loans; (ii) all LC Obligations
of any Obligor to Agent or Issuing Bank arising in connection with the issuance of any
Letter of Credit; (iii) all Indemnified Amounts; (iv) all Extraordinary Expenses; and (v)
all other Debts, covenants, duties



-26-









 






and obligations (including Contingent Obligations) now or at any time or times
hereafter owing by any Obligor to Agent or any Lender under or pursuant to this Agreement or
any of the other Loan Documents, or owing by any Obligor to Agent or any Lender (or any
Affiliate of any Lender) with respect to Banking Relationship Debt, in each case, whether
evidenced by any note or other writing, whether arising from any extension of credit,
opening of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise and
whether direct or indirect, absolute or contingent, due or to become due, primary or
secondary, or joint or several, including all interest, charges, expenses, fees or other
sums chargeable to any or all Obligors under this Agreement or under any of the other Loan
Documents.




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




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




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




     OSHA — the Occupational Safety and Hazard Act of 1970.




     Other Agreements — the Notes, the Fee Letter, each Lien Waiver, each Letter of
Credit and any and all other agreements, instruments and documents (other than this
Agreement and the Security Documents), heretofore, now or hereafter executed by any Obligor,
any other Obligor or any other Person and delivered to Agent or any Lender, or otherwise
executed by Agent or any Lender in favor of any Person on behalf or for the account of an
Obligor, in each case in respect of the transactions contemplated by this Agreement or other
Loan Documents.




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




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




     Participant — as defined in Section 14.2.1.




     Participating Lender — as defined in Section 2.3.2(i).




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




     Payment Intangible — shall have the meaning given to the term “payment
intangible” in the UCC.



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




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




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




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




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




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




     (c) the Purchase Price of such Acquisition does not exceed
$100,000,000, and the cash portion of such Purchase Price does not exceed
$80,000,000;




     (d) Availability after giving pro forma effect to such Acquisition
would exceed $25,000,000;




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




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




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



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     (h) such Acquisition is not “hostile” or contested;




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




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




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




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




Notwithstanding any provision of this Agreement to the contrary, in connection with
any merger (or other distribution of the assets) of a Subsidiary that is not an
Obligor with and into (or to) an Obligor, or any Acquisition by an Obligor, whether
by purchase of stock, merger, or purchase of assets, and whether in a single
transaction or series of related transactions, Agent shall have the right to
determine in its reasonable credit judgment (based on standards and methodologies
similar to those applied to Borrowers’ then existing Accounts and Equipment to the
extent that the Accounts and Equipment so acquired are similar to such then existing
Accounts and Equipment), whether any Accounts or Equipment so acquired shall be
included in the Borrowing Base (subject to the other applicable provisions of this
Agreement). In connection with such determination, Agent may obtain, at Borrowers’
expense, such appraisals, commercial finance exams and other assessments of such
Accounts and related Inventory, Equipment and Real Estate as Agent may deem
desirable.




     Permitted Asset Disposition — an Asset Disposition that (i) consists of the
sale of Inventory of an Obligor in the Ordinary Course of Business; (ii) is a disposition of
Equipment permitted by Section 8.4.2(ii); (iii) is a transfer of Property to a Borrower by
another Obligor or a Subsidiary; (iv) is an Asset Disposition for cash (the Net Disposition
Proceeds from which are



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




     Permitted Contingent Obligations — Contingent Obligations (a) arising from
endorsements of Payment Items for collection or deposit in the Ordinary Course of Business;
(b) arising from Hedging Agreements entered into in the Ordinary Course of Business
pursuant to this Agreement or with Agent’s prior written consent; (c) of any Borrower and
its Subsidiaries existing as of the Closing Date, including extensions and renewals thereof
that do not increase the amount of such Contingent Obligations as of the date of such
extension or renewal; (d) incurred in the Ordinary Course of Business with respect to surety
bonds, appeal bonds, performance bonds and other similar obligations; (e) arising under
indemnity agreements to title insurers to cause such title insurers to issue to Agent title
insurance policies; (f) with respect to customary indemnification obligations in favor of
purchasers in connection with dispositions of Equipment permitted under Section 8.4.2 of
this Agreement; (g) consisting of reimbursement obligations from time to time owing by any
Borrower to an Issuing Bank with respect to Letters of Credit (but in no event to include
reimbursement obligations at any time owing by a Borrower to any other Person that may issue
letters of credit for the account of Borrowers); (h) of MasTec arising from any guaranty,
indemnity or other assurance of payment or performance of any equipment lease for which any
other Obligor is the primary obligor; (i) arising from the Earn-Out Payments under (and as
defined in) the DirectStar Purchase Agreement and subject to the terms and conditions of any
subordination agreement or other tri-party agreement required by Agent, (j) of DirectStar
arising from a Funding Obligation Loan under (and as defined in) the DirectStar Purchase
Agreement and other payments of Net Available Cash required under (and as defined in) the
DirectStar Purchase Agreement by DirectStar during the period in which such Funding
Obligation Loan remains outstanding, and (k) other than those Contingent Obligations
described in the foregoing clauses of this definition, not exceeding $1,000,000 in the
aggregate at any time.




     Permitted DirectStar Investments — cash Investments in DirectStar in amounts
determined by the Borrowers so long as (i) the aggregate amount of
Borrowers’ cash Investments in DirectStar does not at any time exceed $3,000,000, (ii) no
Default or Event of Default exists at the time of or will exist immediately after giving
effect to any such Investment, and (iii) Availability before and immediately after giving
effect to any such Investment equals or exceeds $25,000,000.




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



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




     Permitted Lien — a Lien of a kind specified in Section 10.2.5 of this
Agreement.




     Permitted Purchase Money Debt — Purchase Money Debt of Borrowers and their
Subsidiaries that is secured by no Lien or only by a Purchase Money Lien, provided
that the aggregate amount of Purchase Money Debt outstanding at any time does not
exceed the sum of (i) $50,000,000 plus (ii) 5% of MasTec’s Consolidated Net Assets (as
defined under the Indenture). For the purposes of this definition, the principal amount of
any Purchase Money Debt consisting of capitalized leases shall be computed as a Capitalized
Lease Obligation.




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




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




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




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




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



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     Projections — (i) prior to the Closing Date and thereafter until Agent and
Lenders receive new projections pursuant to Section 10.1.5 hereof, the projections of
Borrowers’ financial condition, results of operations, cash flow and projected Availability,
prepared on a monthly basis for the Fiscal Year ending December 31, 2008, and on an annual
basis for the Fiscal Years ending 2009, 2010, 2011, 2012 and 2013; and (ii) thereafter, the
projections most recently received by Agent and Lenders pursuant to and as required by
Section 10.1.5 hereof.




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




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




     Protective Advances — as defined in Section 2.1.5 of this Agreement.




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




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




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



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determined by the board of directors of MasTec, including pursuant to the applicable
purchase agreement between the relevant Obligor or Subsidiary of an Obligor and the seller,
in the case of any property, the fair value of which is not readily ascertainable) of all
other property, other than capital stock or options to acquire such capital stock of MasTec,
transferred by MasTec to the seller. For purposes of determining the Purchase Price of the
DirectStar Acquisition, such Purchase Price shall be calculated as set forth above,
provided, that, the amount of the “earn-out” portion of such Purchase Price
will be based on the projected calculation thereof provided by MasTec to Agent on or prior
to the closing date of the DirectStar Acquisition.




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




     Real Estate — all right, title and interest of a Borrower (whether as owner,
lessor or lessee) at any time or times held by such Borrower in any real Property or any
buildings, structures, parking areas or other improvements thereon, including the real
Property and improvements thereon owned by a Borrower and located at 2801 SW 46th Avenue,
Davie, Florida, SR540 Lakeland, Florida, 4250 North Powerline Road, Pompano, Florida, 7221
Dr. Martin Luther King Boulevard East, Tampa, Florida, 209 Art Bryant Drive, Asheboro, North
Carolina, Highway #2 East, Shevlin, Minnesota, and 2700, 2701 and 2716 E. 5th
Street and 2808 Industrial Terrace, Austin, Texas.




     Real Estate Formula Amount — on any date of determination thereof, the lesser
of (i) $15,000,000 or (ii) an amount equal to the product of sixty percent (60%)
multiplied by the fair market value of Eligible Real Estate set forth in the most
recent fair market value appraisal of the Real Estate which has been accepted by and is
satisfactory to Agent; provided, that the amount calculated under this
clause shall be reduced by an amount, as determined by Agent, equal to the aggregate amount
of the fair market value of all Eligible Real Estate that has been disposed of by Obligors
(other than in accordance with Section 8.4.2(ii)) since the date of the most recent fair
market value appraisal of the Real Estate which has been accepted by and is satisfactory to
Agent.




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




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




     Regulation D — Regulation D of the Board of Governors.



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     Register — the register maintained by Agent in accordance with Section 5.8.2 of
this Agreement.




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




     Related Real Estate Documents — with respect to any Real Estate subject to a
Mortgage, the following, in form and substance satisfactory to Agent and received by Agent
for review at least 15 days prior to the effective date of the Mortgage (or most recent
amendment thereto): (a) duly executed amendments or assignments of the existing Mortgages
in favor of the Existing Agent, conveying to Agent for the benefit of the Secured Parties a
first priority mortgage lien on such Real Estate (including the Real Estate located at 2801
SW 46th Avenue, Davie, Florida, SR540 Lakeland, Florida, 7221 Dr. Martin Luther King
Boulevard East, Tampa, Florida, 209 Art Bryant Drive, Asheboro, North Carolina, Highway #2
East, Shevlin, Minnesota, and 2700, 2701 and 2716 E. 5th Street and 2808 Industrial Terrace,
Austin, Texas); (b) fully paid mortgagee title insurance policies (or binding commitments
to issue title insurance policies, marked to Agent’s satisfaction to evidence the form of
such policies to be delivered), in standard ALTA form, issued by a title insurance company
satisfactory to Agent, each in an amount equal to not less than the fair market value of the
Real Estate or leasehold interest, as the case may be, subject to the Mortgages, insuring
the Mortgages to create a valid Lien on all Real Estate and valid Liens on the leasehold
interest described therein with no exceptions which Agent shall not have approved in writing
and no survey exceptions, which policies (and commitments therefor) shall have acceptable
zoning endorsements; (c) a current, as-built survey with respect to each parcel of Real
Estate subject to a Mortgage, which survey shall indicate the following: (i) an accurate
metes and bounds or lot, block and parcel description of such Real Estate; (ii) the correct
location of all buildings, structures and other improvements on such Real Estate, including
all streets, easements, rights of way and utility lines; (iii) the location of ingress and
egress from such Real Estate, and the location of any set-back or other building lines
affecting such Real Estate; and (iv) a flood plain certification, and (v) a certification by
a registered land surveyor in form and substance acceptable to Agent, certifying to the
accuracy and completeness of such survey and to such other matters relating to such Real
Estate and survey as Agent shall require; (d) the favorable, written opinions of Greenberg
Traurig LLP and the respective local counsel to Borrowers in each state in which the Real
Estate subject to a Mortgage is located covering, to Agent’s satisfaction the matters set
forth on Exhibit F attached hereto with respect to the Mortgages and the other
documents to be executed and delivered in connection therewith; (e) such assignments of
leases, estoppel letters, attornment agreements, consents, waivers and releases as Agent may
require with respect to other Persons having an interest in the Real Estate; (f) flood
insurance in an amount, with endorsements and by an insurer acceptable to Agent, if the Real
Estate is within a flood plain; (g) a current appraisal of the Real Estate, prepared by an
appraiser acceptable to Agent, and in form and substance satisfactory to Required Lenders;
(h) an environmental assessment, prepared by environmental engineers acceptable to Agent,
and accompanied by such reports, certificates, studies or data as Agent may reasonably
require, which shall all be in form and substance satisfactory to Required Lenders; and (i)
an Environmental Agreement and such other documents, instruments or agreements as Agent may
reasonably require with respect to any environmental risks regarding the Real Estate.




     Rent Reserve — on any date, the aggregate of (i) all past due rent, fees or
other charges owing on such date by any Obligor to any landlord of any premises where any of
the Collateral is located or to any processor, repairman, mechanic or other Person who is in
possession of any Collateral or has asserted any Lien or claim thereto, and (ii) a reserve
equal to 3 months rent or other charges with respect to any Collateral in the possession of,
or at a location owned or



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operated by, a Person other than an Obligor if such Person has not duly executed and
delivered to Agent a Lien Waiver satisfactory to Agent.




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




     Required Lenders — at any date of determination thereof, Lenders having
Commitments representing more than 50% of the aggregate Commitments at such time (and in any
event including BofA); provided, however, that if any Lender shall be in
breach of any of its obligations hereunder to Borrowers or Agent, including any breach
resulting from its failure to honor its Commitment in accordance with the terms of this
Agreement, then, for so long as such breach continues, the term “Required Lenders”
shall mean Lenders (excluding each Lender that is in breach of its obligations under this
Agreement) having Commitments representing more than 50% of the aggregate Commitments
(excluding the Commitments of each Lender that is in breach of its obligations under this
Agreement) at such time (and in any event including BofA); provided further,
however, that if all of the Commitments have been terminated, the term “Required
Lenders” shall mean Lenders (excluding each Lender that is in breach of its obligations
under this Agreement) holding Loans (including Swingline Loans) representing more than 50%
of the aggregate principal amount of Loans (including Swingline Loans) outstanding at such
time (and in any event including BofA).




     Restricted Investment — any acquisition of Property by an Obligor or any of its
Subsidiaries in exchange for cash or other Property, whether in the form of an acquisition
of Equity Interests or Debt, or the purchase or acquisition by such Obligor or any of its
Subsidiaries of any other Property, or a loan, advance, capital contribution or subscription
(each of the foregoing, an “Investment”), except acquisitions of the following: (i) fixed
assets to be used in the Ordinary Course of Business of such Obligor or any of its
Subsidiaries so long as the acquisition costs thereof are Capital Expenditures permitted
hereunder; (ii) goods held for sale or lease or to be used in the manufacture of goods or
the provision of services by such Obligor or any of its Subsidiaries in the Ordinary Course
of Business; (iii) Current Assets arising from the sale or lease of goods or the rendition
of services in the Ordinary Course of Business of such Obligor or any of its Subsidiaries;
(iv) Investments in Subsidiaries to the extent existing on the Closing Date; (v) Cash
Equivalents to the extent they are not subject to rights of offset in favor of any Person
other than Agent or a Lender; (vi) loans and other advances of money to the extent not
prohibited by Section 10.2.2; (vii) Permitted Acquisitions; (viii) those Investments of
Borrowers described in Schedule 1.1A, to the extent existing or committed to (as
described in Schedule 1.1A) on the Closing Date; (ix) Permitted DirectStar
Investments, and (x) any other Investment (other than a Permitted DirectStar Investment)
that does not result in an Acquisition, so long as Borrowers have demonstrated to Agent’s
satisfaction that both before or after giving effect to such Investment (A) no Default or
Event of Default exists and (B) Availability is greater than $25,000,000.




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



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for Money Borrowed (including any of the Loan Documents); or repay any Debt owed to
another Obligor.




     Revolver Commitment — at any date for any Lender, the obligation of such Lender
to make Revolver Loans and to purchase participations in LC Obligations pursuant to the
terms and conditions of this Agreement, which shall not exceed the principal amount set
forth opposite such Lender’s name under the heading “Revolver Commitment” on the signature
pages of this Agreement or as described in the Assignment and Acceptance by which it became
a Lender, as modified from time to time pursuant to the terms of this Agreement or to give
effect to any applicable Assignment and Acceptance; and “Revolver Commitments” means the
aggregate principal amount of the Revolver Commitments of all Lenders, the maximum amount of
which on any date shall be $210,000,000, as reduced from time to time pursuant to Section
2.2, or increased from time to time pursuant to Section 2.1.6.




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




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




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




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




     Schedule of Accounts — as defined in Section 8.2.1 of this Agreement.




     SEC — Securities and Exchange Commission.




     Secured Parties — Agent, Issuing Bank, Lenders (including BofA as the provider
of Swingline Loans) and BofA or any other Lender (and any Affiliate of BofA or such Lender)
as the provider of any Bank Products.




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




     Senior Funded Debt — all Funded Debt other than Subordinated Debt.




     Senior Notes — MasTec’s Senior Notes having a maturity date of February 1, 2017
in the original principal amount of $150,000,000, issued pursuant to the New Notes Indenture
on January 31, 2007 on an unsecured basis and otherwise on terms satisfactory to Agent and
Lenders; provided, that, the original principal amount set forth above may be increased by
an amount of up to $25,000,000 reflecting an oversubscription of the New Notes issued under
the New Notes Indenture.



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




     Settlement Date — as defined in Section 4.1.3(i) of this Agreement.




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




     Software — shall have the meaning given to the term “software” in the UCC.




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




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




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




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



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




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




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




     Supporting Obligation — shall have the meaning given to the term “supporting
obligation” in the UCC.




     Swingline Loan — as defined in Section 4.1.3(ii) of this Agreement.




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




     Term — as defined in Section 6.1 of this Agreement.




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




     Transferee — as defined in Section 14.3.3 of this Agreement.




     Trigger Event — as defined in Section 8.2.5(ii) of this Agreement.




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




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




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




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



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




     Verizon — Verizon Communications, Inc. and its Affiliates and Subsidiaries.




     Verizon Concentration Percentage — (a) at any time that Verizon’s corporate
credit rating or senior debt rating (secured or unsecured) by Moody’s is Baa3 or higher and
by S&P BBB- or higher, 40%; or (b) at any time that Verizon’s corporate credit rating or
senior debt rating (secured or unsecured) by Moody’s is lower than Baa3 or by S&P is lower
than BBB-, 15%; or (c) irrespective of Verizon’s rating, such lesser percentage as Agent may
in its reasonable credit judgment determine from time to time.




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



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



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



     1.4. Certain Matters of Construction. The terms “herein,” “hereof” and “hereunder” and other
words of similar import refer to this Agreement as a whole and not to any particular section,
paragraph or subdivision. Any pronoun used shall be deemed to cover all genders. In the
computation of periods of time from a specified date to a later specified date, the word “from”
means “from and including” and the words “to” and “until” each means “to but excluding.” The
section titles, table of contents and list of exhibits appear as a matter of convenience only and
shall not affect the interpretation of this Agreement. All references to statutes and related
regulations shall include any amendments of same and any successor statutes and regulations; to
any agreement, instrument or other documents (including any of the Loan Documents) shall include
any and all modifications and supplements thereto and any and all restatements, extensions or
renewals thereof to the extent such modifications, supplements, restatements, extensions or
renewals of any such documents are permitted by the terms thereof; to any Person (including Agent,
an Obligor, a Lender or BofA) shall mean and include the successors and permitted assigns of such
Person; to “including” and “include” shall be understood to mean “including, without limitation”
(and, for purposes of each Loan Document, the parties agree that the rule of ejusdem generis shall
not be applicable to limit a general statement, which is followed by or referable to an enumeration
of specific matters to matters similar to the matters specifically mentioned); or to the time of
day shall mean the time of day on the day in question in Atlanta, Georgia, unless otherwise
expressly provided in this Agreement. A Default or an Event of Default shall be deemed to exist at
all times during the period commencing on the date that such Default or Event of Default occurs to
the date on which such Default or Event of Default is waived in writing by Agent acting with the
consent of or at the direction of the Lenders or the Required Lenders, as applicable pursuant to
this Agreement or, in the case of a Default, is cured within any period of cure expressly provided
in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of
Default has




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been waived in writing by Agent acting with the consent of or at the direction of the Lenders or
the Required Lenders, as applicable. All calculations of value shall be in Dollars, all Loans
shall be funded in Dollars and all Obligations shall be repaid in Dollars. Whenever the phrase “to
the best of Borrowers’ knowledge” or words of similar import relating to the knowledge or the
awareness of a Borrower are used in this Agreement or other Loan Documents, such phrase shall mean
and refer to (i) the actual knowledge of a Senior Officer of any Borrower or (ii) the knowledge
that a Senior Officer of a Borrower would have obtained if they had engaged in good faith and
diligent performance of his duties, including the making of such reasonably specific inquiries as
may be necessary of the employees or agents of a Borrower and a good faith attempt to ascertain the
existence or accuracy of the matter to which such phrase relates. Any Lien referred to in this
Agreement or any of the other Loan Documents as having been created in favor of Agent, any
agreement entered into by Agent pursuant to this Agreement or any of the other Loan Documents, any
payment made by or to, or funds received by, Agent pursuant to or as contemplated by any of the
Loan Documents, or any other act taken or omitted to be taken by Agent shall, unless otherwise
expressly provided, be created, entered into, made or received, or taken or omitted for the benefit
or account of Agent and the Lenders.




SECTION 2. CREDIT FACILITIES




     Subject to the terms and conditions of, and in reliance upon the representations and
warranties made in, this Agreement and the other Loan Documents, Lenders severally agree to the
extent and in the manner hereinafter set forth to make their respective shares of the Commitments
available to Borrowers in the aggregate amount up to $210,000,000, as set forth herein below:



     2.1. Revolver Commitments.



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



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



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               2.1.3. Use of Proceeds. The proceeds of the Revolver Loans shall be used by Borrowers solely for one or more of the
following purposes: (i) to satisfy the Debt owing on the Closing Date to the Existing Lenders
under the Existing Loan Agreement; (ii) to pay the fees and transaction expenses associated with
the closing of the transactions described herein; (iii) to pay any of the Obligations in accordance
with this Agreement; (iv) to finance the ongoing working capital and other general corporate
purposes of the Borrowers and their Subsidiaries; and (v) to make expenditures for other lawful
corporate purposes of Borrowers to the extent such expenditures are not prohibited by this
Agreement or Applicable Law. In no event may any Revolver Loan proceeds be used by any Borrower
(x) to purchase or to carry, or to reduce, retire or refinance any Debt incurred to purchase or
carry, any Margin Stock or for any related purpose that violates the provisions of Regulations T, U
or X of the Board of Governors, (y) to fund any operations or finance any investments or activities
in, or to make payments to, a Blocked Person, or (z) to defease, redeem or refinance the Senior
Notes.



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



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



               2.1.6. Increase in Revolver Commitments.



                    (i) To the extent that any requested increase in the Revolver Commitments is permitted under
and will not violate the Indenture, and provided that Agent has received evidence satisfactory to
it from Borrowers that such requested increase is permitted under and will not violate the
Indenture, then upon the terms and subject to the conditions set forth herein, on any Business Day
during the period from July 31, 2007 through the Business Day immediately prior to the last
calendar day of the Term, and so long as no Default or Event of Default exists, Borrowers may
request that the Revolver



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Commitments be increased and, upon such request, Agent shall use
reasonable efforts in light of then-current market conditions to solicit additional Eligible
Assignees to become Lenders for the purposes of this Agreement, or to encourage any Lender to
increase its Revolver Commitment; provided, that (a) each Lender that is a party to
this Agreement immediately prior to such increase shall have the first option, and may elect, to
fund its Pro Rata share of the amount of the increase in the Revolver Commitment (or any such
greater amount in the event that one or more Lenders does not elect to fund its respective Pro Rata
share of the amount of the increase in the Revolver Commitment), thereby increasing its Revolver
Commitment hereunder, but no Lender shall have any obligation to do so, (b) in the event that it
becomes necessary to include a new Eligible Assignee to fund the amount of the requested increase
in the Revolver Commitment, each such Eligible Assignee shall become a Lender hereunder and agree
to become party to, and shall assume and agree to be bound by, this Agreement, subject to all terms
and conditions hereof; (c) no Lender shall have an obligation to Borrowers, Agent or any other
Lender to increase its Revolver Commitment or its Pro Rata share of the Revolver Commitments, which
decision shall be made in the sole discretion of each Lender; and (d) in no event shall the
addition of any Lender or Lenders or the increase in the Revolver Commitment of any Lender under
this Section 2.1.6 increase the aggregate Revolver Commitments to an aggregate amount greater than
$260,000,000 less the amount of any voluntary reductions under Section 2.2 hereof. Upon the
addition of any Lender, or the increase in the Revolver Commitment of any Lender, the dollar amount
of the Revolver Commitment set forth opposite each Lender’s name on the signature pages to this
Agreement shall be amended by Agent and Borrowers to reflect such addition or such increase, and
Agent shall deliver to Lenders and Borrowers a copy of such amendment. Lenders shall be entitled
to receive and Borrowers shall be obligated to pay a mutually agreeable amendment fee to Agent for
the Pro Rata benefit of those Lenders who increase their Revolver Commitment and any new Lenders,
such fee to be based upon the increase in their Revolver Commitments only and not on their
aggregate Revolver Commitments after giving effect to such increase.




                    (ii) If any requested increase in the Revolver Commitments is agreed to in accordance with
subsection (i) above, Agent and Borrowers shall determine the effective date of such increase (the
“Increase Effective Date”). Agent, with the consent and approval of Borrowers, shall promptly
confirm in writing to Lenders the final allocation of such increase as of the Increase Effective
Date, and each new Lender and each existing Lender that has increased its Revolver Commitment shall
purchase Revolver Loans and LC Obligations from each other Lender in an amount such that, after
such purchase or purchases, the amount of outstanding Revolver Loans and LC Obligations from each
Lender shall equal such Lender’s respective Pro Rata share of the Revolver Commitments, as modified
to give effect to such increase, multiplied by the aggregate amount of Revolver Loans outstanding
and LC Obligations from all Lenders. As condition precedents to the effectiveness of such
increase, Borrowers shall deliver to Agent (i) a certificate dated as of the Increase Effective
Date (in sufficient copies for each Lender) signed by the Chief Financial Officer of Borrower Agent
on behalf of Borrowers, including a Compliance Certificate demonstrating compliance with the terms
of this Agreement and certification that, both before and after giving effect to such increase,
each representation and warranty contained in Section 9 and each certification in Section 15.18 of
this Agreement is true and correct in all material respects on and as of the Increase Effective
Date (except to the extent that any such representation or warranty is stated to relate solely to
an earlier date), that the requested increase is permitted under and will not violate the
Indenture, and that no Default or Event of Default exists, and (ii) legal opinions from
counsel to the Borrowers in form and substance acceptable to Agent that the Loan Agreement and the
requested increase in the Revolver Commitments provided for herein is permitted under and does not
violate the Indenture or any other Material Contract. Upon the request of any Lender, Borrowers
shall deliver a new or amended Revolver Note reflecting the new or increased Revolver Commitment of
each such Lender as of the Increase Effective Date.



     2.2. Voluntary Reductions of Revolver Commitments.
Borrowers shall have the right to permanently reduce the amount of the Revolver Commitments,
on a Pro Rata basis for each Lender, at



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



     2.3. LC Facility.



               2.3.1. Issuance of Letters of Credit. Subject to all of the terms and conditions hereof, Issuing Bank agrees to establish the LC
Facility pursuant to which, during the period from the date hereof to (but excluding) the 30th day
prior to the last day of the Term, Issuing Bank shall issue one or more Letters of Credit on
Borrower Agent’s request therefor from time to time, subject to the following terms and conditions:




               (i) Each Borrower acknowledges that Issuing Bank’s willingness to issue any Letter of
Credit is conditioned upon Issuing Bank’s receipt of (A) an LC Application with respect to
the requested Letter of Credit and (B) such other instruments and agreements as Issuing Bank
may customarily require for the issuance of a letter of credit of equivalent type and amount
as the requested Letter of Credit. Issuing Bank shall have no obligation to issue any
Letter of Credit unless (x) Issuing Bank receives an LC Request and LC Application at least
3 Business Days prior to the date of issuance of a Letter of Credit, and (y) each of the LC
Conditions is satisfied on the date of Issuing Bank’s receipt of the LC Request and at the
time of the requested issuance of a Letter of Credit. Any Letter of Credit issued on the
Closing Date shall be for an amount in Dollars that is greater than $250,000.




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




               (iii) Borrowers shall comply with all of the terms and conditions imposed on Borrowers
by Issuing Bank that are contained in any LC Application or in any other agreement
customarily or reasonably required by Issuing Bank in connection with the issuance of any
Letter of Credit. If Issuing Bank shall honor any request for payment under a Letter of
Credit,
Borrowers shall pay to Issuing Bank, in Dollars on the first Business Day following the
date on which payment was made by Issuing Bank (the “Reimbursement Date”), an amount equal
to the amount paid by Issuing Bank under such Letter of Credit, together with interest from
and after the Reimbursement Date until Full Payment is made by Borrowers at the Default Rate
for Revolver Loans constituting Base Rate Loans. Until Issuing Bank has received payment
from Borrowers in accordance with the foregoing provisions of this clause (iii), Issuing
Bank, in addition to all of its other rights and remedies under this Agreement and any LC
Application, shall be fully subrogated to the rights and remedies of each beneficiary under
such Letter of Credit whose claims against Borrowers have been discharged with the proceeds
of such Letter of Credit. Whether or not a Borrower submits any Notice of Borrowing to
Agent, Borrowers shall be deemed to have requested from Lenders a Borrowing of Base Rate
Loans in an amount



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necessary to pay to Issuing Bank all amounts due Issuing Bank on any
Reimbursement Date and each Lender agrees to fund its Pro Rata share of such Borrowing
whether or not any Default or Event of Default has occurred or exists, the Commitments have
been terminated, the funding of the Borrowing would result in (or increase the amount of)
any Out-of-Formula Condition, or any of the conditions set forth in Section 11 hereof are
not satisfied.




               (iv) Borrowers assume all risks of the acts, omissions or misuses of any Letter of
Credit by the beneficiary thereof. The obligation of Borrowers to reimburse Issuing Bank
for any payment made by Issuing Bank under a Letter of Credit shall be absolute,
unconditional, irrevocable and joint and several and shall be paid without regard to any
lack of validity or enforceability of any Letter of Credit or the existence of any claim,
setoff, defense or other right which Borrowers may have at any time against a beneficiary of
any Letter of Credit. In connection with the issuance of any documentary Letter of Credit,
none of Agent, Issuing Bank or any Lender shall be responsible for the existence, character,
quality, quantity, condition, packing, value or delivery of any goods purported to be
represented by any Documents; any differences or variation in the character, quality,
quantity, condition, packing, value or delivery of any goods from that expressed in the
Documents; the validity, sufficiency or genuineness of any Documents or of any endorsements
thereon, even if such Documents should in fact prove to be in any or all respects invalid,
insufficient, fraudulent or forged; the time, place, manner or order in which shipment of
goods is made; partial or incomplete shipment of, or failure or omission to ship, any or all
of the goods referred to in a documentary Letter of Credit or Documents applicable thereto;
any deviation from instructions, delay, default or fraud by the shipper and/or any Person in
connection with any goods or any shipping or delivery thereof; or any breach of contract
between the shipper or vendors and a Borrower. The rights, remedies, powers and privileges
of Issuing Bank under this Agreement with respect to Letters of Credit shall be in addition
to, and cumulative with, all rights, remedies, powers and privileges of Issuing Bank under
any of the LC Documents. Nothing herein shall be deemed to release Issuing Bank from any
liability or obligation that it may have in respect to any Letter of Credit arising out of
and directly resulting from its own gross negligence or willful misconduct.




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




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


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




               2.3.2. Participations.



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




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




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




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



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               (v) Neither Issuing Bank nor any of its officers, directors, employees or agents shall
be liable to any Participating Lender for any action taken or omitted to be taken under or
in connection with any of the LC Documents except as a result of actual gross negligence or
willful misconduct on the part of Issuing Bank. Issuing Bank does not assume any
responsibility for any failure or delay in performance or breach by a Borrower or any other
Person of its obligations under any of the LC Documents. Issuing Bank does not make to
Participating Lenders any express or implied warranty, representation or guaranty with
respect to the Collateral, the LC Documents, or any Obligor. Issuing Bank shall not be
responsible to any Participating Lender for any recitals, statements, information,
representations or warranties contained in, or for the execution, validity, genuineness,
effectiveness or enforceability of or any of the LC Documents; the validity, genuineness,
enforceability, collectibility, value or sufficiency of any of the Collateral or the
perfection of any Lien therein; or the assets, liabilities, financial condition, results of
operations, business, creditworthiness or legal status of any Obligor or any Account Debtor.
In connection with its administration of and enforcement of rights or remedies under any of
the LC Documents, Issuing Bank shall be entitled to act, and shall be fully protected in
acting upon, any certification, notice or other communication in whatever form believed by
Issuing Bank, in good faith, to be genuine and correct and to have been signed, sent or made
by a proper Person. Issuing Bank may consult with and employ legal counsel, accountants and
other experts and to advise it concerning its rights, powers and privileges under the LC
Documents and shall be entitled to act upon, and shall be fully protected in any action
taken in good faith reliance upon, any advice given by such experts. Issuing Bank may
employ agents and attorneys-in-fact in connection with any matter relating to the LC
Documents and shall not be liable for the negligence, default or misconduct of any such
agents or attorneys-in-fact selected by Issuing Bank with reasonable care. Issuing Bank
shall not have any liability to any Participating Lender by reason of Issuing Bank’s
refraining to take any action under any of the LC Documents without having first received
written instructions from the Required Lenders to take such action.




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



               2.3.3. Cash Collateral Account. If any LC Obligations, whether or not then due or payable, shall for any reason be
outstanding (i) at any time that an Event of Default exists, (ii) on any date an Out-of-Formula
Condition exists, (iii) on or at any time after the Commitment Termination Date, or (iv) on the day
that is 30 days prior to the last Business Day of the Term, then Borrowers shall, on Issuing Bank’s
or Agent’s request, forthwith pay to Issuing Bank the amount of any LC Obligations that are then
due and payable and shall,
upon the occurrence of any of the events described in clauses (i), (iii) and (iv) hereinabove,
Cash Collateralize all outstanding Letters of Credit. If notwithstanding the occurrence of one or
more of the events described in clauses (i), (iii) and (iv) in the immediately preceding sentence
Borrowers fail to Cash Collateralize any outstanding Letters of Credit on the first Business Day
following Agent’s or Issuing Bank’s demand therefor, Lenders may (and shall upon direction of
Agent) advance such amount as Revolver Loans (whether or not the Commitment Termination Date has
occurred or an Out-of-Formula Condition is created thereby). Such cash (together with any interest
accrued thereon) shall be held by Agent in the Cash Collateral Account and may be invested, in
Agent’s discretion, in Cash Equivalents. Each Borrower hereby pledges to Agent and grants to Agent
a security interest in, for the benefit of Agent in such capacity and for the Pro Rata benefit of
Lenders, all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds
thereof, as security for the payment of all Obligations (including LC Obligations), whether or not
then due or payable. From time to time after cash is deposited in the Cash Collateral Account,
Agent may (and shall upon the direction of the Required Lenders) apply Cash Collateral then held in
the Cash Collateral Account to the payment of any amounts,



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in such order as Agent may elect, as
shall be or shall become due and payable by Borrowers to Issuing Bank, Agent or any Lender with
respect to the LC Obligations. Neither Borrowers nor any other Person claiming by, through or
under or on behalf of Borrowers shall have any right to withdraw any of the Cash Collateral held in
the Cash Collateral Account, including any accrued interest, provided that (A) upon
termination or expiration of all Letters of Credit and the payment and satisfaction of all of the
LC Obligations, or (B) if Agent has confirmed in writing to Borrowers that the events described in
clauses (i) or (ii) of the initial sentence of this Section 2.3.3 which required the Cash
Collateralization of outstanding Letters of Credit, no longer exist, then any Cash Collateral
remaining in the Cash Collateral Account shall be returned to Borrowers unless an Event of Default
then exists (in which event Agent may (and shall upon the direction of the Required Lenders) apply
such Cash Collateral to the payment of any other Obligations outstanding in accordance with the
provisions of Section 5.6, with any surplus to be turned over to Borrowers).




    
           2.3.4. Indemnifications.




               (i) In addition to any other indemnity which Borrowers may have to any Indemnitees
under any of the other Loan Documents and without limiting such other indemnification
provisions, each Borrower hereby agrees to indemnify and defend each of the Indemnitees and
to hold each of the Indemnitees harmless from and against any and all Indemnified Claims
which any Indemnitee may (other than solely as the result of its own gross negligence or
willful misconduct or its breach of any of the Loan Documents) incur or be subject to as a
consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or
any performance or failure to perform under any Letter of Credit, (b) any suit,
investigation or proceeding as to which Agent or any Lender is or may become a party to as a
consequence, directly or indirectly, of the issuance of any Letter of Credit or the payment
or failure to pay thereunder or (c) Issuing Bank following any instructions of a Borrower
with respect to any Letter of Credit or any Document received by Issuing Bank with reference
to any Letter of Credit; provided that no Borrower shall be liable to any
Indemnitee for any of the foregoing to the extent that they result solely from the willful
misconduct or gross negligence of such Indemnitee.




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



SECTION 3. INTEREST, FEES AND CHARGES




     3.1. Interest.



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




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




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



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




               3.1.2. Conversions and Continuations.




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




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



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Loans, Borrowers
shall have failed to deliver the Notice of Conversion/Continuation, Borrowers shall be
deemed to have elected to convert such LIBOR Loans to Base Rate Loans.



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




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




               (ii) if any Interest Period would otherwise expire on a day that is not a Business Day,
such Interest Period shall expire on the next succeeding Business Day, provided
that, if any Interest Period in respect of LIBOR Loans would otherwise expire on a day that
is not a Business Day but is a day of the month after which no further Business Day occurs
in such month, such Interest Period shall expire on the immediately preceding Business Day;




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




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



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



               3.1.5. Default Rate of Interest. Borrowers shall pay interest at a rate per annum equal to the Default Rate (i) with respect
to the principal amount of any portion of the Obligations (and, to the extent permitted by
Applicable Law, all past due interest) that is not paid on the due date thereof (whether due at
stated maturity, on demand, upon acceleration or otherwise) until Full Payment; (ii) with respect
to the principal amount of all of the Obligations (and, to the extent permitted by Applicable Law,
all past due interest) upon the earlier to occur of (x) Borrower Agent’s receipt of notice from
Agent of the Required Lenders’ election to charge the Default Rate based upon the existence of any
Event of Default (which notice Agent shall send only with the consent or at the direction of the
Required Lenders), whether or not acceleration or demand for payment of the Obligations has been
made, or (y) the commencement by or against any Borrower of an Insolvency Proceeding whether or not
under the circumstances described in clauses (i) or (ii) hereof Lenders elect to accelerate the
maturity or demand payment of any of the Obligations; and (iii) with respect to the principal
amount of any Out-of-Formula Loans (unless otherwise agreed in writing by the Required Lenders),
whether or not demand for payment thereof has



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been made by Agent. To the fullest extent permitted
by Applicable Law, the Default Rate shall apply and accrue on any judgment entered with respect to
any of the Obligations and to the unpaid principal amount of the Obligations during any Insolvency
Proceeding of a Borrower. Each Borrower acknowledges that the cost and expense to Agent and each
Lender attendant upon the occurrence of an Event of Default are difficult to ascertain or estimate
and that the Default Rate is a fair and reasonable estimate to compensate Agent and Lenders for
such added cost and expense. Interest accrued at the Default Rate shall be due and payable on
demand.




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



               3.2.1. Unused Line Fee. Borrowers shall pay to Agent for the Pro Rata benefit of Lenders a fee equal to (i) 0.375%
per annum of the amount by which the Average Revolver Loan Balance for any month (or portion
thereof that the Commitments are in effect) is less than the aggregate amount of the Revolver
Commitments; provided that if the Average Revolver Loan Balance for the immediately
preceding Fiscal Quarter (or portion thereof) is greater than 50% of the aggregate amount of the
Revolver Commitments, then such fee shall be 0.250% per annum of the amount by which the Average
Revolver Loan Balance for such month (or portion thereof) is less than the aggregate amount of the
Revolver Commitments, in each case such fee to be paid on the first day of the following month,
provided that, if the Commitments are terminated on a day other than the first day
of a month, then any such fee payable for the month in which termination occurs shall be paid on
the effective date of such termination.



               3.2.2. LC Facility Fees. Borrowers shall pay: (a)(i) to Agent, for the Pro Rata account of each Lender for all
Letters of Credit, the Applicable Margin in effect for Revolver Loans that are LIBOR Loans on a per
annum basis based on the average amount available to be drawn under Letters of Credit outstanding
and all Letters of Credit that are paid or expire during the period of measurement (or, with
respect to each Letter of Credit that is secured by cash deposited by Borrowers into the Cash
Collateral Account on terms satisfactory to Agent, 0.65% on a per annum basis based on the average
amount available to be drawn under all such cash-collateralized Letters of Credit outstanding and
all such cash-collateralized Letters of Credit that are paid or expire during the period of
measurement), in each case payable monthly, in arrears, on the first Business Day of the following
month; (ii) to Agent, for its own account a Letter of Credit fronting fee of 0.125% per annum based
on the average amount available to be drawn under all Letters of Credit outstanding and all Letters
of Credit that are paid or expire during the period of measurement, payable monthly, in arrears, on
the first Business Day of the following month; and (iii) to Issuing Bank for its own account all
customary charges associated with the issuance, amending, negotiating, payment, processing and
administration of all Letters of Credit.



               3.2.3. Audit and Appraisal Fees and Expenses. Borrowers shall reimburse Agent for all reasonable costs and expenses incurred by Agent
(including standard fees charged by Agent’s internal appraisal department) in connection with (i)
examinations and reviews of any Obligor’s books and records and such other matters pertaining to
any Obligor or any Collateral as Agent shall deem appropriate in the exercise of its reasonable
credit judgment, up to three (3) times per Loan Year, unless a Default or Event of Default exists
(in which event, there shall be no limit on the number of examinations and reviews for which
Borrowers shall be obligated to reimburse Agent) and, in each case, shall pay to Agent the standard
amount charged by Agent per day ($850 per day as of the Closing Date) for each day that an employee
or agent of Agent shall be engaged in an examination or review of any Obligor’s books and records,
(ii) appraisals of Equipment no more frequently than three (3) times per Loan Year (one of which
may be a full physical appraisal and the other two of which shall be desktop appraisals performed
by employees or agents of Agent), and (iii) appraisals of Eligible Real Estate no more frequently
than one (1) time per Loan Year; provided, that, in the case of each of clauses
(ii) and (iii), if a Default or



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Event of Default exists, there shall be no limit on the number or
type of appraisals for which Borrowers shall be obligated to reimburse Agent.




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



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



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



     3.4. Reimbursement Obligations.




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



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regarding the reimbursement by Borrowers of costs, expenses or liabilities suffered or
incurred by Agent or any Lender.




          3.4.2. If at any time Agent or (with the prior consent of Agent) any Lender shall agree
to indemnify any Person against losses or damages that such Person may suffer or incur in its
dealings or transactions with Borrowers, or shall guarantee or otherwise assure payment of any
liability or obligation of Borrowers to such Person, or otherwise shall provide assurances of
Borrowers’ payment or performance under any agreement with such Person, including indemnities,
guaranties or other assurances of payment or performance given by Agent or any Lender with
respect to Banking Relationship Debt, then the Contingent Obligation of Agent or any Lender
providing any such indemnity, guaranty or other assurance of payment or performance, together
with any payment made or liability incurred by Agent or any Lender in connection therewith,
shall constitute Obligations that are secured by the Collateral and Borrowers shall repay, on
demand, any amount so paid or any liability incurred by Agent or any Lender in connection with
any such indemnity, guaranty or assurance. Nothing herein shall be construed to impose upon
Agent or any Lender any obligation to provide any such indemnity, guaranty or assurance. The
foregoing agreement of Borrowers shall apply whether or not such indemnity, guaranty or
assurance is in writing or oral and regardless of any Borrower’s knowledge of the existence
thereof, shall survive
termination of the Commitments and Full Payment of the Obligations and any other
provisions of the Loan Documents regarding reimbursement or indemnification by Borrowers of
costs, expenses or liabilities suffered or incurred by Agent or any Lender. Agent will
endeavor to provide notice to Borrowers of any such indemnity, guaranty or assurance if the
applicable Borrower is not otherwise a party thereto; provided, that, Agent’s
failure to so notify any Borrower shall not result in any liability to Agent or any Lender or
in any way condition Agent’s or any Lender’s right to repayment or reimbursement hereunder.



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



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



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converted automatically to Base Rate Loans as of the date of any Borrower’s receipt of the
aforesaid notice from such Lender.




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




               (i) any Lender shall be subject after the date hereof to any Tax, duty or other charge
with respect to any LIBOR Loan or Letter of Credit or its obligation to make LIBOR Loans or
to issue Letters of Credit or participate in the LC Obligations arising from the issuance of
Letters of Credit, or a change shall result in the basis of taxation of payment to any
Lender of the principal of or interest on its LIBOR Loans or its obligation to make LIBOR
Loans, issue Letters of Credit or participate in the LC Obligations arising from the issuance of
Letters of Credit (except for changes in the rate of Tax on the overall net income or gross
receipts or franchise tax of such Lender imposed by the jurisdiction in which such Lender’s
principal executive office is located); or




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


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




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




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




               (ii) Borrowers’ right to request and such Lender’s obligation to make LIBOR Loans or to
issue Letters of Credit or participate in the LC Obligations arising from the issuance of
Letters of Credit shall be immediately suspended and Borrowers’ right to continue a LIBOR
Loan as such beyond the then applicable Interest Period or to request a Letter of Credit
shall also



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be suspended, until each condition giving rise to such suspension no longer
exists; and




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



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



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



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



     3.10. Funding Losses. If for any reason (other than due to a default by a Lender or as a result of a Lender’s refusal
to honor a LIBOR Loan request due to circumstances described in this Agreement) a Borrowing of, or
conversion to or continuation of, LIBOR Loans does not occur on the date specified therefor in a
Notice of Borrowing or Notice of Conversion/Continuation (whether or not withdrawn), or if



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any repayment (including any conversions pursuant to Section 3.1.2) of any of its LIBOR Loans occurs on
a date that is not the last day of an Interest Period applicable thereto, or if for any reason
Borrowers default in their obligation to repay LIBOR Loans when required by the terms of this
Agreement, then Borrowers shall pay to Agent an administrative fee of $150 and to each Lender an
amount equal to all losses and expenses which such Lender may sustain or incur as a consequence
thereof, including any such loss or expense arising from the liquidation or redeployment of funds
obtained by it to maintain its LIBOR Loans or from fees payable to terminate the deposits from
which such funds were obtained. Borrowers shall pay all such amounts due to any Lender upon
presentation by such Lender of a statement setting forth the amount and such Lender’s calculation
thereof, which statement shall be deemed true and correct absent manifest error. For purposes
of this Section 3.10, all references to a Lender shall be deemed to include any bank holding
company or bank parent of such Lender.




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



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referred to therein). All such Loan
Documents and communications relating to any Interest owed by Borrowers and all figures set forth
therein shall, for the sole purpose of computing the extent of Obligations, be automatically
recomputed by Borrowers, and by any court considering the same, to give effect to the adjustments
or credits required by this Section 3.11.




SECTION 4. LOAN ADMINISTRATION




     4.1. Manner of Borrowing and Funding Revolver Loans. Borrowings under the Commitments established pursuant to Section 2.1 hereof shall be made
and funded as follows:



               4.1.1. Notice of Borrowing.




               (i) Whenever Borrowers desire to make a Borrowing under Section 2.1 of this Agreement
(other than a Borrowing resulting from a conversion or continuation pursuant to Section
3.1.2), Borrowers shall give Agent prior written notice (or telephonic notice promptly
confirmed in writing) of such Borrowing request (a “Notice of Borrowing”), which shall be in
the form of Exhibit D annexed hereto and signed by an authorized officer of Borrower
Agent. Such Notice of Borrowing shall be given by Borrower Agent no later than 12:00 noon
at the office designated by Agent from time to time (a) on the Business Day of the requested
funding date of such Borrowing, in the case of Base Rate Loans, and (b) at least 2 Business
Days prior to the requested funding date of such Borrowing, in the case of LIBOR Loans.
Notices received after 12:00 noon shall be deemed received on the next Business Day. The
Revolver Loans made by each Lender on the Closing Date shall be in excess of $250,000 and
shall be made as Base Rate Loans and thereafter may be made or continued as or converted
into Base Rate Loans or LIBOR Loans. Each Notice of Borrowing (or telephonic notice
thereof) shall be irrevocable and shall specify (a) the principal amount of the Borrowing,
(b) the date of Borrowing (which shall be a Business Day), (c) whether the Borrowing is to
consist of Base Rate Loans or LIBOR Loans, (d) in the case of LIBOR Loans, the duration of
the Interest Period to be applicable thereto, and (e) the account of Borrowers to which the
proceeds of such Borrowing are to be disbursed.




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




               (iii) If Borrowers elect to establish a Controlled Account with BofA or any Affiliate
of BofA, then the presentation for payment by Bank of any check or other item of payment
drawn on the Controlled Account at a time when there are insufficient funds in such account
to cover such check shall be deemed irrevocably to be a request by Borrower Agent (without
any requirement for the submission of a Notice of Borrowing) for Revolver Loans on



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the date of such presentation and in an amount equal to the aggregate amount of the items presented
for payment, and the proceeds of such Revolver Loans may be disbursed to the Controlled
Account and shall bear interest as Base Rate Loans. Neither Agent nor any Lender shall have
any obligation to honor any deemed request for a Revolver Loan on or after the Commitment
Termination Date or when an Out-of-Formula Condition exists or would result therefrom or
when any condition precedent in Section 11 hereof is not satisfied, but may do so in the
discretion of Agent (or at the direction of the Required Lenders) and without regard to the
existence of, and without being deemed to have waived, any Default or Event of Default and
regardless of whether such Revolver Loan is funded after the Commitment Termination Date.



               4.1.2. Fundings by Lenders. Subject to its receipt of notice from Agent of a Notice of Borrowing as provided in Section
4.1.1(i) (except in the case of a deemed request by Borrower Agent for a Revolver Loan as provided
in Sections 4.1.1(ii) or (iii) or 4.1.3(ii) hereof, in which event no Notice of Borrowing need be
submitted), each Lender shall timely honor its Revolver Commitment by funding its Pro Rata share of
each Borrowing of Revolver Loans that is properly requested and that Borrowers are entitled to
receive under the Loan Agreement. Agent shall notify Lenders of each Notice of Borrowing (or
deemed request for a Borrowing pursuant to Section 4.1.1(ii) or (iii) hereof), by 1:00 p.m. on the
proposed funding date (in the case of Base Rate Loans) or by 1:00 p.m. at least 2 Business Days
before the proposed funding date (in the case of LIBOR Loans). Each Lender shall deposit with
Agent an amount equal to its Pro Rata share of the Borrowing requested or deemed requested by
Borrowers at Agent’s designated bank in immediately available funds not later than 3:00 p.m. on the
date of funding of such Borrowing, unless Agent’s notice to Lenders is received after 1:00 p.m. on
the proposed funding date of a Base Rate Loan, in which event Lenders shall deposit with Agent
their respective Pro Rata shares of the requested Borrowing on or before 11:00 a.m. of the next
Business Day. Subject to its receipt of such amounts from Lenders, Agent shall make the proceeds
of the Revolver Loans received by it available to Borrowers by disbursing such proceeds in
accordance with Borrower Agent’s disbursement instructions set forth in the applicable Notice of
Borrowing. Neither Agent nor any Lender shall have any liability on account of any delay by any
bank or other depository institution in treating the proceeds of any Revolver Loan as collected
funds or any delay in receipt, or any loss, of funds that constitute a Revolver Loan, the wire
transfer of which was initiated by Agent in accordance with wiring instructions provided to Agent.
Unless Agent shall have been notified in writing by a Lender prior to the proposed time of funding
that such Lender does not intend to deposit with Agent an amount equal such Lender’s Pro Rata share
of the requested Borrowing (or deemed request for a Borrowing pursuant to Section 4.1.1(ii) or
(iii) hereof), Agent may assume that such Lender has deposited or promptly will deposit its share
with Agent and Agent may in its discretion disburse a corresponding amount to Borrowers on the
applicable funding date. If a Lender’s Pro Rata share of such Borrowing is not in fact deposited
with Agent, then, if Agent has disbursed to Borrowers an amount corresponding to such share, then
such Lender agrees to pay, and in addition Borrowers agree to repay, to Agent forthwith on demand
such corresponding amount, together with interest thereon, for each day from the date such amount
is disbursed by Agent to or for the benefit of Borrowers until the date such amount is paid or
repaid to Agent, (a) in the case of Borrowers, at the interest rate applicable to such Borrowing
and (b) in the case of such Lender, at the Federal Funds Rate. If such Lender repays to Agent such
corresponding amount, such amount so repaid shall constitute a Revolver Loan, and if both such
Lender and Borrowers shall have repaid such corresponding amount, Agent shall promptly return to
Borrowers such corresponding amount in same day funds. A notice from Agent submitted to any Lender
with respect to amounts owing under this Section 4.1.2 shall be conclusive, absent manifest error.



               4.1.3. Settlement and Swingline Loans.




               (i) In order to facilitate the administration of the Revolver Loans under this
Agreement, Lenders and Agent agree (which agreement shall be solely between Lenders and



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




               (ii) Between Settlement Dates, Agent may request BofA to advance, and BofA may, but
shall in no event be obligated to, advance to Borrowers out of BofA’s own funds the entire
principal amount of any Borrowing of Revolver Loans that are Base Rate Loans requested or
deemed requested pursuant to this Agreement (any such Revolver Loan funded exclusively by
BofA being referred to as a “Swingline Loan”). Each Swingline Loan shall constitute a
Revolver Loan hereunder and shall be subject to all of the terms, conditions and security
applicable to other Revolver Loans, except that all payments thereon shall be payable to
BofA solely for its own account and all Swingline Loans shall be made as Base Rate Loans
plus the Applicable Margin then in effect for Revolver Loans and shall not be entitled to be
converted into LIBOR Loans. The obligation of Borrowers to repay such Swingline Loans to
BofA shall be evidenced by the records of BofA and need not be evidenced by any promissory
note. Unless a funding is required by all Lenders pursuant to Sections 2.1.5 or 13.9.4,
Agent shall not request BofA to make any Swingline Loan if (A) Agent shall have received
written notice from any Lender that one or more of the applicable conditions precedent set
forth in Section 11 hereof will not be satisfied on the requested funding date for the
applicable Borrowing and Agent has made a determination (without any liability to any
Person) that such condition precedent will not be satisfied, (B) the requested Borrowing
would exceed the amount of Availability on the funding date or (C) the aggregate amount of
all Swingline Loans outstanding when added to the amount of the requested Borrowing, would
exceed $20,000,000. BofA shall not be required to determine whether the applicable
conditions precedent set forth in Section 11 hereof have been satisfied or the requested
Borrowing would exceed the amount of Availability on the funding date applicable thereto
prior to making, in its sole discretion, any Swingline Loan. On each Settlement Date, or,
if earlier, upon demand by Agent for payment thereof, the then outstanding Swingline Loans
shall be immediately due and payable. As provided in Section 3.1.1(ii), Borrowers shall be
deemed to have requested (without the necessity of submitting any Notice of Borrowing)
Revolver Loans to be made on each Settlement Date in the amount of all outstanding Swingline
Loans and to have Agent cause the proceeds of such Revolver Loans to be applied to the
repayment of such Swingline Loans and interest accrued thereon. Agent shall notify the
Lenders of the outstanding balance of Revolver Loans prior to 1:00 p.m. on each Settlement
Date and each Lender (other than BofA) shall deposit with Agent (without setoff,
counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount
of Revolver Loans deemed requested in immediately available funds not later than 3:00 p.m.
on such Settlement Date. Each Lender’s obligation to make such deposit with Agent shall be
absolute and unconditional, without defense, offset, counterclaim or other defense, and
without regard to whether any of the conditions precedent set forth in Section 11 hereof are
satisfied, any Out-of-Formula Condition exists or the Commitment Termination Date has
occurred. If, as the result of the commencement by or against Borrowers of any Insolvency
Proceeding or otherwise, any Swingline Loan may not be repaid by the funding by Lenders of
Revolver Loans, then each Lender (other than BofA) shall be deemed to have purchased a
participating interest in any unpaid Swingline Loan in an amount equal to



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such Lender’s Pro
Rata share of such Swingline Loan and shall transfer to BofA, in immediately available funds
not later than the second Business Day after BofA’s request therefor, the amount
of such Lender’s participation. The proceeds of Swingline Loans may be used solely for
purposes for which Revolver Loans generally may be used in accordance with Section 2.1.3
hereof. If any amounts received by BofA in respect of any Swingline Loans are later
required to be returned or repaid by BofA to Borrowers or any other Obligor or their
respective representatives or successors-in-interest, whether by court order, settlement or
otherwise, the other Lenders shall, upon demand by BofA with notice to Agent, pay to Agent
for the account of BofA, an amount equal to each other Lender’s Pro Rata share of all such
amounts required to be returned or repaid.



               4.1.4. Disbursement Authorization. Each Borrower hereby irrevocably authorizes Agent to disburse the proceeds of each Revolver Loan
requested by any Borrower, or deemed to be requested pursuant to Section 4.1.1 or Section
4.1.3(ii), as follows: (i) the proceeds of each Revolver Loan requested under Section 4.1.1(i)
shall be disbursed by Agent in accordance with the terms of the written disbursement letter from
Borrowers in the case of the initial Borrowing, and, in the case of each subsequent Borrowing, by
wire transfer to such bank account of Borrowers as may be agreed upon by Borrowers and Agent from
time to time or elsewhere if pursuant to a written direction from any Borrower that is approved by
Agent; and (ii) the proceeds of each Revolver Loan requested under Section 4.1.1(ii) or Section
4.1.3(ii) shall be disbursed by Agent by way of direct payment of the relevant interest or other
Obligation. Any Loan proceeds received by any Borrower or in payment of any of the Obligations
shall be deemed to have been received by all Borrowers.



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



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



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provisions of this Section 4.2 shall be solely for the benefit
of Agent and Lenders and may not be enforced by Borrowers.




     4.3. Special Provisions Governing LIBOR Loans.



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



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



               4.3.3. LIBOR Lending Office. Each Lender’s initial LIBOR Lending Office is set forth opposite its name on the signature
pages hereof. Each Lender shall have the right at any time and from time to time to designate a
different office of itself or of any Affiliate as such Lender’s LIBOR Lending Office, and to
transfer any outstanding LIBOR Loans to such LIBOR Lending Office. No such designation or transfer
shall result in any liability on the part of Borrowers for increased costs or expenses resulting
solely from such designation or transfer. Increased costs for expenses resulting from a change in
Applicable Law occurring subsequent to any such designation or transfer shall be deemed not to
result solely from such designation or transfer.



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



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




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agrees to such arrangement and confirms that such arrangement shall have no effect on the
joint and several character of such Borrower’s liability for the Obligations.




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



SECTION 5. PAYMENTS




     5.1. General Payment Provisions. All payments (including all prepayments) of principal of and interest on the Loans, LC
Obligations and other Obligations that are payable to Agent or any Lender shall be made to Agent in
Dollars without any offset or counterclaim and free and clear of (and without deduction for) any
present or future Taxes, and, with respect to payments made other than by application of balances
in the Payment Account, in immediately available funds not later than 12:00 noon on the due date
(and payment made after such time on the due date to be deemed to have been made on the next
succeeding Business Day). All payments received by Agent shall be distributed by Agent in
accordance with this Agreement, hereof, subject to the rights of offset that Agent may have as to
amounts otherwise to be remitted to a particular Lender by reason of amounts due Agent from such
Lender under any of the Loan Documents.



     5.2. Repayment of Revolver Loans. 



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




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




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



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Obligations or apply such proceeds to any outstanding Revolver Loans bearing interest as LIBOR Loans as the
same become due and payable (whether at the end of the applicable Interest Periods or on the
Commitment Termination Date).




          (iii) Notwithstanding anything to the contrary contained elsewhere in this Agreement,
if an Out-of-Formula Condition shall exist, Borrowers shall, on the sooner to occur of
Agent’s demand or the first Business Day after any Borrower has obtained knowledge of such
Out-of-Formula Condition, repay the outstanding Revolver Loans that are Base Rate Loans in
an amount sufficient to reduce the aggregate unpaid principal amount of all Revolver Loans
by an amount equal to such excess; and, if such payment of Base Rate Loans is not sufficient
to eliminate the Out-of-Formula Condition, then Borrowers shall immediately deposit with
Agent, for the Pro Rata benefit of Lenders, for application to any outstanding Revolver
Loans bearing interest as LIBOR Loans as the same become due and payable (whether at the end
of the applicable Interest Periods or on the Commitment Termination Date) cash in an amount
sufficient to eliminate such Out-of-Formula Condition, and Agent may (a) hold such deposit
as cash security pending disbursement of same to Lenders for application to the Obligations,
or (b) if a Default or Event of Default exists, immediately apply such proceeds to the
payment of the Obligations, including the Revolver Loans outstanding as LIBOR Loans (in
which event Borrowers shall also pay to Agent for the Pro Rata benefit of Lenders any
amounts required by Section 3.10 to be paid by reason of the prepayment of a LIBOR Loan
prior to the last day of the Interest Period applicable thereto).



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



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




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




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




          (iii) Borrowers shall prepay the Loans from the net proceeds received by any Borrower
from any issuance of any Debt or Equity Interests in an amount sufficient to cause
Availability at the time of such issuance of Debt or Equity Interests, and immediately after
giving effect thereto, to equal or exceed $50,000,000.



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



     5.3. Reserved.



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



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



     5.6.  Post Default Allocation of Payments.



               5.6.1. Allocation. For so long as an Event of Default exists, all monies to be applied to the Obligations, whether
such monies represent voluntary or mandatory payments or prepayments by one or more Obligors or are
received pursuant to demand for payment or realized from any disposition of Collateral and
irrespective of any designation by Borrowers of the Obligations intended to be satisfied, shall be
allocated among Agent and such of the Lenders as are entitled thereto (and, with respect to monies
allocated to Lenders, on a Pro Rata basis unless otherwise provided herein): (i) first, to
Agent to pay principal and accrued interest on any portion of the Revolver Loans (including
Protective Advances) which Agent may have advanced on behalf of any Lender and for which Agent has
not been reimbursed by such Lender or Borrowers, until Full Payment of all such Obligations; (ii)
second, to BofA to pay the principal and accrued interest on any portion of the Swingline
Loans outstanding, to be shared with Lenders that have acquired and paid for a participating
interest in such Swingline Loans, until Full Payment of all such Obligations; (iii) third,
to the extent that Issuing Bank has not received from any Participating Lender a payment as
required by Section 2.3.2 hereof, to Issuing Bank to pay all such required payments from each
Participating Lender, until Full Payment of all such Obligations; (iv) fourth, to Agent to
pay the amount of Extraordinary Expenses (including Protective Advances) that have not been
reimbursed to Agent by Borrowers or Lenders, together with interest accrued thereon at the rate
applicable to Revolver Loans that are Base Rate Loans, until Full Payment of all such Obligations;
(v) fifth, to Agent to pay any Indemnified Amount that has not been paid pursuant to any
indemnity of Agent Indemnitees by any Obligor or to pay amounts owing by Lenders to Agent
Indemnities pursuant to Section 13.6, in each case, together with interest accrued thereon at the
rate applicable to Revolver Loans



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that are Base Rate Loans, until Full Payment of all such Obligations; (vi) sixth, to Agent
to pay any fees due and payable to Agent, until Full Payment of all such Obligations; (vii)
seventh, to each Lender, ratably, for any Indemnified Amount that such Lender has paid to
Agent Indemnitees pursuant to its indemnity of Agent Indemnitees and any Extraordinary Expenses
that such Lender has reimbursed to Agent or such Lender has incurred, to the extent that such
Lender has not been reimbursed by Obligors therefor; (viii) eighth, to Issuing Bank to pay
principal and interest with respect to LC Obligations (or to the extent any of the LC Obligations
are contingent and an Event of Default then exists, deposited in the Cash Collateral Account to
Cash Collateralize the LC Obligations), which payment shall be shared with the Participating
Lenders in accordance with Section 2.3.2(iii) hereof; (ix) ninth, to Lenders in payment of
the unpaid principal and accrued interest in respect of the Loans and other Obligations (excluding
Banking Relationship Debt) then outstanding, in such order of application as shall be designated by
Agent (acting at the direction or with the consent of the Required Lenders); and (x) tenth,
to Lenders and any Affiliates of Lenders, ratably, in payment of any Banking Relationship Debt owed
to such Persons and secured by the Collateral hereunder. For the avoidance of doubt, to the extent
constituting an Indemnified Amount, any indemnity, guarantee or other payment made by Agent or any
Lender as described in Section 3.4.2 with respect to Banking Relationship Debt shall be allocated
to tenth priority, above. The allocations set forth in this Section 5.6 are solely to
determine the rights and priorities of Agent and Lenders as among themselves and may be changed by
Agent and Lenders without notice to or the consent or approval of any Borrower or any other Person.




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



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



     5.8.  Loan Accounts; the Register; Account Stated.



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



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limit or otherwise affect the obligation of Borrowers hereunder (or under any Note) to pay any
amount owing hereunder to such Lender.




               5.8.2. The Register. Agent shall maintain a register (the “Register”), which shall include a master account and
a subsidiary account for each Lender and in which accounts (taken together) shall be recorded (i)
the date and amount of each Borrowing made hereunder, the Type of each Loan comprising such
Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each
Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount
of any principal or interest due and payable or to become due and payable from Borrowers to each
Lender hereunder or under the Notes, and (iv) the amount of any sum received by Agent from
Borrowers or any other Obligor and each Lender’s Pro Rata share thereof. The Register shall be
available for inspection by Borrowers or any Lender at the offices of Agent at any reasonable time
and from time to time upon reasonable prior notice. Any failure of Agent to record in the
Register, or any error in doing so, shall not limit or otherwise affect the obligation of Borrowers
hereunder (or under any Note) to pay any amount owing with respect to the Loans or provide the
basis for any claim against Agent.



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



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



     5.10. Withholding Tax Exemption. At least 5 Business Days prior to the first date on which interest or fees are payable
hereunder for the account of any Foreign Lender, such Foreign Lender agrees that it will deliver to
Borrowers and Agent 2 duly completed copies of United States Internal Revenue Service Form W-8BEN
or W-8ECI (or any subsequent replacement substitute or form therefor), certifying in either case
that such Lender is entitled to receive payment under this Agreement and its Note without deduction
or withholding of any United States federal income taxes. Each Foreign Lender which so delivers a
Form W-8BEN or W-8ECI further undertakes to deliver to Borrowers and Agent 2 additional copies of
such form (or a successor form) on or before the date that such form expires (currently, 3
successive calendar years for Form W-8BEN and one calendar year for Form W-8ECI) or becomes
obsolete or after the occurrence of any event requiring a change in the most form so delivered by
it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by
Borrowers or Agent, in each case, certifying that such Foreign Lender is entitled to receive
payments under this Agreement and its Notes without deduction or withholding of any United States
federal income taxes, unless an event (including any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be required that renders all
such forms inapplicable or that would prevent such Foreign Lender from duly completing and
delivering any such form with respect to it



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and such Lender advises Borrowers and Agent that it is not capable of receiving payments
without any deduction or withholding of United States federal income taxes.



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



               5.11.1.  Joint and Several Liability. Each Borrower shall be liable for, on a joint and several basis, and hereby guarantees the
timely payment by all other Borrowers of, all of the Loans and other Obligations, regardless of
which Borrower actually may have received the proceeds of any Loans or other extensions of credit
hereunder or the amount of such Loans received or the manner in which Agent or any Lender accounts
for such Loans or other extensions of credit on its books and records, it being acknowledged and
agreed that Loans to any Borrower inure to the mutual benefit of all Borrowers and that Agent and
Lenders are relying on the joint and several liability of Borrowers in extending the Loans and
other financial accommodations hereunder. Each Borrower hereby unconditionally and irrevocably
agrees that upon default in the payment when due (whether at stated maturity, by acceleration or
otherwise) of any principal of, or interest owed on, any of the Loans or other Obligations, such
Borrower shall forthwith pay the same, without notice or demand.



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



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



               5.11.4. Contribution. Each Borrower is unconditionally obligated to repay the Obligations as a joint and several
obligor under this Agreement. If, as of any date, the aggregate amount of payments made by a
Borrower on account of the Obligations and proceeds of such Borrower’s Collateral that are applied
to the Obligations exceeds the aggregate amount of Loan proceeds actually used by such Borrower in
its business (such excess amount being referred to as an “Accommodation Payment”), then each of the
other Borrowers (each such Borrower being referred to as a “Contributing Borrower”) shall be
obligated to make contribution to such Borrower (the “Paying Borrower”) in an amount equal to (A)
the product derived by multiplying the sum of each Accommodation Payment of each Borrower by the
Allocable Percentage (as defined below) of the Borrower from whom contribution is sought
less (B) the amount, if any, of the then outstanding Accommodation Payment of such
Contributing Borrower (such last mentioned amount which is to be subtracted from the aforesaid
product to be increased by any amounts theretofore paid by such Contributing Borrower by way of
contribution hereunder, and to be decreased by any amounts theretofore received by such
Contributing Borrower by way of contribution hereunder); provided, however, that a
Paying Borrower’s recovery of contribution hereunder from the other Borrowers shall be limited to
that amount paid by the Paying Borrower in excess of its Allocable Percentage of all Accommodation
Payments then outstanding of all Borrowers. As used herein, the term “Allocable Percentage” shall
mean, on any date of determination thereof, a fraction the denominator of which shall be equal to
the number of Borrowers who are parties to this Agreement on such date and the numerator of which
shall be 1; provided, however, that such percentages shall be modified in the event
that contribution from a Borrower is not possible by reason of insolvency, bankruptcy or otherwise
by reducing such Borrower’s Allocable Percentage equitably and by adjusting the Allocable
Percentage of the other Borrowers proportionately so that the Allocable Percentages of all
Borrowers at all times equals 100%.



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



SECTION 6. TERM AND TERMINATION OF COMMITMENTS




     6.1. Term of Commitments. Subject to each Lender’s right to cease making Loans and other extensions of credit to
Borrowers when any Default or Event of Default exists or upon termination of the Commitments as
provided in Section 6.2 hereof, the Commitments shall be in effect from the date hereof through the
close of business on May 10, 2013 (the “Term”) unless sooner terminated as provided in Section 6.2.



     6.2. Termination.



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



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



               6.2.3. Reserved



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



SECTION 7. COLLATERAL




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




          (i) all Accounts;




          (ii) all Supporting Obligations




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




          (iv) all Instruments;



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          (v) all Chattel Paper;




          (vi) all Documents;




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




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




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




          (x) all Letter-of-Credit Rights;




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




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




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



     Notwithstanding anything to the contrary set forth herein, Agent shall not be deemed to have
been granted a security interest in, and the term “Collateral” shall not include, any Equity
Interests owned or held by any Borrower in DirectStar.



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



     7.3.  Real Estate Collateral.



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



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



     7.4. Other Collateral.



               7.4.1. Cash Collateral. In addition to the items of Property referred to in Section 7.1 above, (i) the Obligations
shall also be secured by the Cash Collateral (other than any Cash Collateral held in the LC
Collateral Account) and all of the other items of Property from time to time described in any of
the Security Documents as security for any of the Obligations, including all of the Collateral
described in the Canadian Security Agreement, in each case to the extent provided herein and (ii)
the LC Obligations relating to the Ace LC, and only such LC Obligation, shall be secured by all
cash, Cash Equivalents and other Property from time to time in the LC Collateral Account.



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



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



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



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



     7.7. Foreign Subsidiary Stock. Notwithstanding anything to the contrary set forth in Section 7.1 above, the types or items
of Collateral described in such Section shall include only sixty-six percent (66%) of the Equity
Interests of any Foreign Subsidiary, and shall not include the Equity Interests in any Foreign
Subsidiary in existence on the date of this Agreement that is organized under the laws of any
jurisdiction other than Canada or a province of Canada and that is listed on Schedule 7.7 hereto.



SECTION 8. COLLATERAL ADMINISTRATION




     8.1. General Provisions.



               8.1.1. Location of Collateral . All tangible items of Collateral, other than Inventory in transit, shall at all times be
kept by Obligors at one or more of the business locations of Obligors set forth in Schedule 8.1.1
hereto and shall not be moved therefrom, except that in the absence of an Event of Default and
acceleration of the maturity of the Obligations in consequence thereof, Obligors may (i) make sales
or other dispositions of any Collateral to the extent authorized by Section 10.2.10 hereof and (ii)
move Inventory or Equipment or any record relating to any Collateral to a



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location in the United States or Canada other than those shown on Schedule 8.1.1 hereto so long as (a)
Obligors have given Agent written notice of each such new location by the last day of the Fiscal
Quarter in which any Inventory or Equipment were moved to such location, (b) prior to moving any
Inventory or Equipment to such location there have been filed any UCC or PPSA financing statements
and any other appropriate documentation necessary to perfect or continue the perfection of Agent’s
first priority Liens with respect to such Inventory or Equipment, and (c) the aggregate fair market
value or book value, whichever is more, of the Inventory and Equipment moved to Canada from the
United States after the date of this Agreement does not exceed $1,000,000. Notwithstanding
anything to the contrary contained in this Agreement, no Obligor shall be permitted to keep, store
or otherwise maintain any Collateral at any location (including any location described in Section
8.1.1), unless (i) an Obligor is the owner of such location, (ii) an Obligor leases such location
and the landlord has executed in favor of Agent a Lien Waiver, or (iii) the Collateral consists of
Inventory placed with a warehouseman, bailee or processor, Agent has received from such
warehouseman, bailee or processor an acceptable Lien Waiver and an appropriate UCC or PPSA
financing statement has been filed with the appropriate Governmental Authority in the jurisdiction
where such warehouseman, bailee or processor is located in order to perfect, or to maintain the
uninterrupted perfection of, Agent’s security interest in such Inventory.



               8.1.2. Insurance of Collateral; Condemnation Proceeds.




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




               (ii) Any proceeds of insurance referred to in this Section 8.1.2 and any condemnation
awards that are paid to Agent in connection with a condemnation of any of the Collateral
shall be paid to Agent and applied to any Obligations outstanding as Agent shall determine
(or, with respect to insurance proceeds paid to Agent in connection with Collateral of a
Canadian Obligor, held by Agent as security for the payment of the Canadian Obligor
Guarantee of such Canadian Obligor); provided, however, that if an Event of
Default exists on the date of Agent’s receipt thereof, Agent shall apply such proceeds
(other than insurance proceeds with respect to Collateral of a Canadian Obligor) to the
Obligations in the order of application



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



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



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



     8.2.  Administration of Accounts.



               8.2.1.  Records and Schedules of Accounts. Each Obligor shall keep accurate and complete records of its Accounts and all payments and
collections thereon and shall submit to Agent on such periodic basis as Agent shall request a sales
and collections report for the preceding period, in form satisfactory to Agent. Each Obligor shall
also provide to Agent on or before the 25th day of each month, a summary aging of all Accounts
existing and lists specifying the names, outstanding face amounts of Accounts of the 10 Account
Debtors owing the largest amounts of Accounts and of the 10 largest Approved Account Debtors, all
as of the last day of such preceding month (collectively, the “Schedule of Accounts”). Each
Obligor shall also provide to Agent, upon Agent’s request therefor, a detailed aged trial balance
for all Accounts specifying the names, addresses, face value and dates of invoices and due dates
for each Account Debtor on an Account so listed and copies of proof of delivery of Inventory and a
copy of all documents, including repayment histories and present status reports relating to the
Accounts on the Schedule of Accounts or the detailed aged trail balance and such other matters and
information relating to the status of then existing Accounts as Agent shall reasonably request. In
addition, if Accounts in an aggregate face amount in excess of $5,000,000 shall cease to be
Eligible Accounts in whole or in part, Obligors shall notify Agent of such occurrence promptly (and
in any event within 2 Business Days) after any Obligor’s having obtained knowledge of such
occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. Each
Obligor shall deliver to Agent copies of invoices or invoice registers related to all of its
Accounts.



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



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



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



               8.2.5. Maintenance of Dominion Account; Trigger Events.




          (i) At all times after the occurrence of a Trigger Event (as defined below), Borrowers shall
maintain with a Clearing Bank a Dominion Account pursuant to a Lockbox Agreement or other
arrangement acceptable to Agent. Borrowers shall issue to each such Clearing Bank an irrevocable
letter of instruction directing such bank to deposit all payments or other remittances received in
the Lockbox to the Dominion Account after the occurrence of a Trigger Event. Borrowers shall enter
into agreements, in form satisfactory to Agent, with each bank at which a Dominion Account is
maintained by which such bank shall, after the occurrence of a Trigger Event immediately transfer
to the Payment Account all monies deposited to the Dominion Account. All funds deposited in each
Dominion Account shall be subject to Agent’s Lien. Borrowers shall obtain the agreement (in favor
of and in form and content satisfactory to Agent and Lenders) by each bank at which a Dominion
Account is maintained to waive any offset rights against the funds deposited into such Dominion
Account, except offset rights in respect of charges incurred in the administration of such Dominion
Account. Neither Agent nor Lenders assume any responsibility to Borrowers for such lockbox
arrangement or Dominion Account, including any claim of accord and satisfaction or release with
respect to deposits accepted by any bank thereunder.




          (ii) If at any time Availability is less than an amount equal to the greater of (A)
$20,000,000 or (B) ten percent (10%) of Availability (without requiring deduction of the LC Reserve
in the calculation thereof) on any date, or if an Event of Default exists (each, a “Trigger
Event”), without limiting the right of Agent and the Lenders to exercise other rights and remedies
as a result thereof, Agent may require (and at the direction of the Required Lenders, shall
require) that all collected balances in each Controlled Account be transferred to Agent not less
often than each Business Day and that any or all of the Borrowers establish Lockboxes to which
monies, checks, notes, drafts and other payments relating to or constituting proceeds of Collateral
shall be sent.




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



     8.3.  Administration of Inventory.



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



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



               8.3.3. Acquisitions and Sale of Inventory. No Obligor shall acquire or accept any Inventory on consignment or approval and will use
its best efforts to insure that all Inventory that is produced in the United States of America will
be produced in accordance with the FLSA. No Obligor



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shall sell any Inventory to any customer on approval or any other basis upon which the
customer has a right to return or obligates any Obligor to repurchase such Inventory.



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



     8.4.  Administration of Equipment.



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



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



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



               8.4.4. Certificated Equipment. With respect to any Equipment that is covered by a certificate of title under a law
requiring indication of a security interest on such certificate as a condition to the perfection of
such security interest, each Obligor shall, at the time of acquisition of each such item of
Equipment after the date hereof and on Agent’s request with respect to all other such items of
Equipment, execute and file with the Registrar of Motor Vehicles or other appropriate Governmental
Authority an application or other document requesting the notation or other indication of the
security interest created hereunder on such certificate of title with respect to such Equipment.
All certificates of title with respect to such Equipment shall be (i) held at MasTec’s chief
executive office in the custody and control of an appropriate officer or senior employee of MasTec,
acceptable to Agent, pursuant to a limited agency agreement with Agent in respect of such
certificates of title in form and substance satisfactory to Agent (the “Agency Appointment as to
Vehicle Titles”) and shall be deemed held by Obligors as trustees



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of an express trust for the benefit of Agent and Secured Parties, and (ii) if at any time
Availability (A) either is less than the greater of (I) $20,000,000 or (II) ten percent (10%) of
Availability (without requiring deduction of the LC Reserve in the calculation thereof) on any
date, or (B) averages less than $15,000,000 for any period of five (5) consecutive days then
ending, in each case, regardless of whether or not a Default or Event of Default then exists, then
Agent shall take and Obligors shall immediately deliver or surrender to Agent, or its designee,
possession of all such certificates of title. Upon the request of Agent at any time, each Obligor
shall execute and deliver to Agent an irrevocable power of attorney naming Agent as such Obligor’s
agent and attorney-in-fact to take any action in such Obligor’s name, and to sign such Obligor’s
name to any documents, to facilitate Agent’s perfection of a Lien in the Equipment evidenced by
such certificates of title and Agent’s enforcement of such Lien, including any repossession of or
foreclosure upon such Equipment.



     8.5. Administration of Deposit Accounts. Each Obligor represents that, as of the Closing Date, Schedule 8.5 sets forth all of the
Deposit Accounts maintained by each Obligor, including Deposit Accounts into which all Payment
Items relating to any Collateral will be deposited; each Obligor is the sole account holder of each
such Deposit Account and is not aware of any Person (other than Agent) having either sole dominion
or control (within the meaning of Section 9-104 of the UCC) over any such Deposit Account or any
property deposited therein (other than any such control that has been released or terminated on or
before the Closing Date) and control arising by operation of law in favor the depository bank in
which such Deposit Account is maintained.



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



SECTION 9. REPRESENTATIONS AND WARRANTIES




     9.1.  General Representations and Warranties . To induce Agent, Syndication Agent and Lenders to enter into this Agreement and to make
available the Commitments, each Obligor warrants and represents to Agent and Lenders that:



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



               9.1.2. Power and Authority. Each Obligor and each of its Subsidiaries is duly authorized and has the corporate, limited
liability or other entity power, as the case may be, to enter into, execute, deliver and perform
this Agreement and each of the other Loan Documents to which it is a party.



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




               9.1.3. Legally Enforceable Agreement. This Agreement is, and each of the other Loan Documents when delivered under this Agreement
will be, a legal, valid and binding obligation of each Obligor and each of its Subsidiaries
signatories thereto enforceable against them in accordance with the respective terms of such Loan
Documents, except as the enforceability thereof may be limited by bankruptcy, insolvency or other
similar laws of general application affecting the enforcement of creditors’ rights.



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



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



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




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



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




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




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




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




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




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




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




               (vii) To the best of such Obligor’s knowledge, there are no facts, events or
occurrences which are reasonably likely to impair the validity or enforceability of such
Account



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or reduce the amount payable thereunder from the face amount of the invoice and
statements delivered to Agent with respect thereto;




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




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



               9.1.9. Financial Statements; Fiscal Year. The Consolidated and consolidating balance
sheets of Borrowers and such other Persons described therein (including the accounts of all
Subsidiaries of Borrowers for the respective periods during which a Subsidiary relationship
existed) as of December 31, 2004, and the related statements of income, changes in stockholder’s
equity, and changes in financial position for the periods ended on such dates, have been prepared
in accordance with GAAP, and present fairly the financial positions of Borrowers and such Persons
at such dates and the results of Borrowers’ operations for such periods. Since December 31, 2004,
there has been no material change in the condition, financial or otherwise, of Borrowers and such
other Persons as shown on the Consolidated balance sheet as of such date and no material change in
the aggregate value of Equipment and Real Estate owned by Borrowers or such other Persons.



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



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



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



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



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



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



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



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



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



               9.1.19. Litigation. Except as set forth on Schedule 9.1.19 hereto, there are no
actions, suits, proceedings or investigations pending or, to the knowledge of any Obligor,
threatened on the date hereof against or affecting any Obligor or any of its Subsidiaries, or the
business, operations, Properties, prospects, profits or condition of any Obligor or any of its
Subsidiaries, (i) which relate to any of the Loan Documents or any of the transactions contemplated
thereby or (ii) which, if determined adversely to any Obligor or any of its Subsidiaries, could
reasonably be expected to have a Material Adverse Effect.



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



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



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



               9.1.23. Trade Relations. There exists no actual or (to Obligors’ knowledge,
threatened) termination, cancellation or limitation of, or any materially adverse modification or
change in, the business relationship between any Obligor and any customer or any group of customers
whose purchases individually or in the aggregate are material to the business of such Obligor, or
with any material supplier or group of suppliers, and there exists no condition or state of facts
or circumstances which is reasonably likely to have a Material Adverse Effect or prevent any
Obligor from conducting such business after the consummation of the transactions contemplated by
this Agreement in substantially the same manner in which it has heretofore been conducted.



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



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



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



               9.1.27. Anti-Terrorism Laws.




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




               (ii) Executive Order No. 13224.



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




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



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



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



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



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



     9.3. Survival of Representations and Warranties. All representations and warranties
of Obligors contained in this Agreement or any of the other Loan Documents shall survive the
execution,



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delivery and acceptance thereof by Agent, Lenders and the parties thereto and the closing of
the transactions described therein or related thereto.



SECTION 10. COVENANTS AND CONTINUING AGREEMENTS




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



               10.1.1. Visits and Inspections. Permit representatives of Agent, from time to time,
as often as may be reasonably requested, but only during normal business hours and (except when a
Default or Event of Default exists) upon reasonable prior notice to an Obligor, to visit and
inspect the Properties of such Obligor and each of its Subsidiaries, inspect, audit and make
extracts from such Obligor’s and each Subsidiary’s books and records, and discuss with its
officers, its employees and its independent accountants, such Obligor’s and each Subsidiary’s
business, financial condition, business prospects and results of operations. Representatives of
each Lender shall be authorized to accompany Agent on each such visit and inspection and to
participate with Agent therein, but at their own expense, unless a Default or Event of Default
exists. Neither Agent nor any Lender shall have any duty to make any such inspection and shall not
incur any liability by reason of its failure to conduct or delay in conducting any such inspection.



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



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required to file reports under
Section
15(b) of the Securities Exchange Act of 1934, (y) registering securities under Section 12 of
the Securities Exchange Act of 1934 or (z) filing a registration statement under the Securities Act
of 1933.



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




               (i) as soon as available, and in any event within 90 days after the close of each
Fiscal Year, audited consolidated balance sheet of Borrowers and their respective
Subsidiaries prepared as of the end of such Fiscal Year and accompanied by the related
statements of income, shareholders’ equity and cash flow, and certified without an
Impermissible Qualification by a firm of independent certified public accountants of
recognized national standing selected by Borrowers but reasonably acceptable to Agent, and
setting forth in each case in comparative form the corresponding Consolidated figures for
the preceding Fiscal Year. The audited consolidated balance sheet and related statements of
income, shareholders’ equity and cash flow shall be accompanied by supplemental schedules
showing, on a Consolidated and consolidating basis (including DirectStar), the balance sheet
of Borrowers and their respective Subsidiaries, prepared as of the end of such Fiscal Year
and accompanied by the related statements of income, shareholders’ equity and cash flow;




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




               (iii) as soon as available, and in any event within 30 days after the end of each month
hereafter, unaudited balance sheets of DirectStar, as of the end of such month, and the
related unaudited Consolidated statements of income and cash flow for such month and for the
portion of the Fiscal Year then elapsed, on a Consolidated and consolidating basis, setting
forth in each case in comparative form the corresponding figures for the preceding Fiscal
Year and certified by the principal financial officer of DirectStar, as prepared in
accordance with GAAP and fairly presenting the Consolidated and consolidating financial
position and results of operations of DirectStar, for such month and period subject only to
changes from audit and year-end adjustments and except that such statements need not contain
notes;



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




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




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




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



     Concurrently with the delivery of the financial statements described in clause (i) of this
Section 10.1.3, Borrowers shall deliver to Agent a copy of the accountants’ letter to Borrowers’
management that is prepared in connection with such financial statements. Concurrently with the
delivery of the financial statements described in clauses (i) and (ii) of this Section 10.1.3, or
more frequently if requested by Agent during any period that a Default or Event of Default exists,
Borrowers shall cause to be prepared and furnished to Agent a Compliance Certificate executed by
the chief financial officer of Borrowers.



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



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



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



               10.1.7. Compliance with Laws. Comply with all Applicable Law, including ERISA, all
Environmental Laws, FLSA, OSHA, Anti-Terrorism Laws and all laws, statutes, regulations



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



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



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



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



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




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




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




               (iii) Each Borrower and each Domestic Subsidiary (other than DirectStar) shall,
pursuant to the Pledge Agreement, pledge to Agent for its benefit and that of the Lenders,



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all intercompany notes evidencing Debt of such new Subsidiary in favor of such Borrower
or such Domestic Subsidiary (which shall be in a form acceptable to Agent).



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



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



               10.1.14. Reserved.



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



               10.1.16. DirecTV Agreement. Agent shall maintain the DirecTV Reserve until such time
as Obligors and DirecTV execute and deliver an agreement satisfactory to Agent, Obligors and
DirecTV pursuant to which DirecTV shall waive its right of setoff with respect to Accounts owed by
DirecTV to any Obligor for such Obligor’s installation services performed under such Obligor’s
contracts with DirecTV.



               10.1.17. Intercreditor Agreement. 10.1.18. Not more than 45 days after the Closing Date
(or such later date as may be expressly agreed upon by Agent in its sole and absolute discretion),
Borrowers shall deliver to Agent a satisfactory intercreditor agreement duly executed and delivered
by each surety that has issued and has outstanding surety bonds for the account of any Obligor and
by such Obligor, or other evidence satisfactory to Agent that no issuer of surety bonds for the
account of any Obligor claims a Lien on property of any Obligor other than the bonded contract,
proceeds thereof and materials used in performance of such bonded contract.



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



               10.2.1. Fundamental Changes. (i) Merge, reorganize, consolidate or amalgamate with
any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single
transaction or in a series of related transactions, except that (a) any Obligor or any Subsidiary
of an Obligor may merge or amalgamate with an Obligor (provided that an Obligor is the surviving or
continuing entity of such merger or amalgamation); (b) any Obligor or Subsidiary of an Obligor may
liquidate, wind up or dissolve itself (provided that all of its Property is distributed to an
Obligor upon the effectiveness of such liquidation, winding up or dissolution and Agent’s Liens in
all Property of the liquidated, wound up or dissolved entity continue in uninterrupted effect with
the same priority as prior to such liquidation, winding up or dissolution); and (c) the Property or
Equity Interests of any Obligor or any Subsidiary of an Obligor may be purchased or otherwise
acquired by any Obligor (provided that Agent’s Liens in all Property or Equity Interests so
purchased or acquired continue in uninterrupted effect with the same priority as prior to such
purchase or acquisition). Nothing herein shall authorize any merger, consolidation or amalgamation
or purchase of assets or Equity Interests if, after giving effect thereto, any Property of an
Obligor would be subject to a Lien that is not a Permitted Lien; or (ii) change an Obligor’s name
or conduct business under any new fictitious name; or change an Obligor’s FEIN, organizational
identification number or state of organization unless, in each such case, Borrowers shall have
given at least 30 days prior notice to Agent and shall have taken such action as Agent may



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reasonably request to maintain the perfection and priority of any Liens of Agent that would
otherwise be affected thereby.



               10.2.2. Loans. Make any loans or other advances of money to any Person (including to
any Subsidiary that is not an Obligor) other than to an officer or employee of an Obligor or a
Subsidiary for salary, travel advances, advances against commissions and other similar advances in
the Ordinary Course of Business.



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




               (i) the Obligations;




               (ii) the Senior Notes;




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




               (iv) Debt for rental payments under operating leases incurred
in the Ordinary Course of Business of such Borrower or Subsidiary
and not secured by a Lien (unless such Lien is a Permitted Lien);




               (v) Permitted Purchase Money Debt;




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




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




               (viii) Permitted Contingent Obligations;




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



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               (x) Debt that is not included in any of the preceding
paragraphs of this Section 10.2.3, and is not secured by a Lien
(unless such Lien is a Permitted Lien), so long as the sum of the
aggregate amount of such Debt plus the aggregate amount of
Permitted Purchase Money Debt plus the aggregate amount of Debt
described in clause (ix) of Section 10.2.3 does not exceed at any
time, as to all Obligors and all of their Subsidiaries, the sum of
(i) $50,000,000 plus (ii) 5% of MasTec’s Consolidated Net Assets
(as defined under the Indenture); provided that, to the extent that
any portion of the unsecured Debt permitted pursuant to this clause
(x) of Section 10.2.3 is not scheduled to amortize or mature on or
prior to the last day of the Term, the Dollar limit set forth
herein shall not apply to such portion of such unsecured Debt; and
provided further that, in no event shall the aggregate amount of
all such Debt exceed the maximum aggregate amount of Debt that any
of the Obligors are permitted to incur under the Indenture;




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




               (xii) Debt for Money Borrowed provided to Pumpco, by GE
Capital Solutions Equipment Finance, a division of General Electric
Capital Corporation, or its assignee, secured by equipment and
vehicles owned by Pumpco on May 30, 2008, in an aggregate principal
amount not to exceed $25,000,000.


None of the provisions of this Section 10.2.3 that authorize any Obligor to incur any Debt shall be
deemed to (A) override, modify or waive any of the provisions of Section 10.3, which shall
constitute an independent and separate covenant and obligation of each Borrower, or (B) permit any
Obligor to incur any Debt in violation of any provision of the Indenture.




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



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




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




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




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




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




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




               (vi) Liens incurred or deposits made in the Ordinary Course of Business to secure the
performance of tenders, bids, leases, contracts (other than for the repayment of Money
Borrowed), statutory obligations and other similar obligations or arising as a result of
progress payments under government contracts, provided that, to the extent any such Liens
attach to any of the Collateral, such Liens are at all times subordinate and junior to the
Liens upon the Collateral in favor of Agent;




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




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




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



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




               (xi) the Lien of the trustee under the Indenture pursuant to the applicable section
thereof on certain property in its possession as security for payment of fees and other
amounts owing to it in its capacity as such trustee;




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




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




               (xiv) Liens in favor of the seller of DirectStar in the assets of DirectStar to the
extent such Liens secure the DirectStar’s obligations to make the Earn-Out Payments under
(and as defined in) the DirectStar Purchase Agreement (as in effect on February 6, 2007);




               (xv) any Lien under the Indenture (an “Indenture Lien”) arising out of the existence of
a Lien in the same assets granted or suffered to exist by MasTec or any of its Subsidiaries
that constitutes a Permitted Lien hereunder, provided that such Indenture Lien is granted
or suffered to exist in order to prevent a violation of the negative pledge provisions of
the Indenture; and




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


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




               10.2.6. Restrictions on Payment of Certain Debt. Make any payment with respect to any
Subordinated Debt or take or omit to take any other action or omit to take any other action with
respect to any Subordinated Debt, except in accordance with the subordination agreement relative
thereto; or amend or modify the terms of any agreement applicable to any Subordinated Debt, other
than to extend the time of payment thereof or to reduce the rate of interest payable in connection
therewith. To the extent that any payment is permitted to be made with respect to any Subordinated
Debt pursuant to the provisions of the subordination agreement applicable thereto, as a condition
precedent to Borrowers’ authorization to make any such payment, Borrowers shall provide to Agent,
not less than 5 Business Days prior to the scheduled payment, a certificate from a Senior Officer
of Borrower Agent stating that no Default or Event of Default is in existence as of the date of the
certificate or will be in existence as of the date of such payment (both with and without giving
effect to the making of such payment), and specifying the amount of principal and interest to be
paid.



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



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



               10.2.9. Reserved.



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



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



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



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



               10.2.14. Reserved. 



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



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



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



               10.2.18. Restrictive Agreements. Enter into or become a party to any Restrictive
Agreement; provided that the foregoing shall not apply to (i) the DirectStar Purchase Agreement and
those Restrictive Agreements existing on the date hereof and identified on Schedule 9.1.18 (but
shall apply to any amendment or modification expanding the scope of any restriction or condition
contained in any such Restrictive Agreement), (ii) restrictions or conditions imposed by any
Restrictive Agreement evidencing or governing secured Debt that is permitted by this Agreement if
such restrictions or conditions apply only to the Properties securing such Debt, and (iii) provided
for under the DirectStar Purchase Agreement with respect to Upstream Payments by DirectStar to
Borrowers, or as otherwise identified and fully disclosed in Schedule 10.2.8.



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



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



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



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



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



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



               10.2.25. Surety Bonds. Incur or permit to exist obligations (including Contingent
Obligations) to issuers of surety or performance bonds for the account of Obligors in excess of
$300,000,000 in the aggregate outstanding at any time. For the avoidance of doubt, the obligations
described in the preceding sentence shall be calculated based on the Borrowers’ estimated cost to
complete the applicable projects, not the face value of the bonds themselves.



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



     10.3. Financial Covenant.



               
10.3.1.  For so long as there are any Commitments
outstanding and thereafter until Full Payment of the Obligations, Borrowers covenant that
Borrowers shall maintain a Fixed Charge Coverage Ratio of no less than 1.20 to 1.0, calculated
as of the last day of each month for the immediately preceding twelve (12) calendar months for
which financial statements and the corresponding Compliance Certificate have been received by
Agent in accordance with Section 10.1.3.




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SECTION 11. CONDITIONS PRECEDENT




     11.1. Conditions Precedent to Initial Credit Extensions. Initial Lenders shall not be required to fund any requested Loan, procure any Letter of
Credit, or otherwise extend credit to Borrowers, unless each of the following conditions has been
satisfied:



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




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




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




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




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




               11.1.6. Opinion Letters. Agent and Lenders shall have received a favorable, written opinion of Greenberg Traurig LLP
and the respective local counsel to Obligors, covering, to Agent’s satisfaction, the matters set
forth on Exhibit F attached hereto, including opinions that the Existing Loan Agreement, as
amended and restated by this Agreement, including the provisions of Section 2.1.6 and the revolving
credit facility provided for herein, does not violate the Indenture or any Material Contracts.




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




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




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




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




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




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




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




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




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




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




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




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




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




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




               11.1.21. Default Under Existing Loan Agreement. No Default or Event of Default exists under the Existing Loan Agreement as of the date
hereof.




               11.1.22. Mortgage Amendments and Related Real Estate Documents. Agent shall have received and found acceptable each of the Mortgage amendments and the
other Related Real Estate Documents with respect to each parcel of Real Estate subject to a
Mortgage.




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



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




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




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




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




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




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




     11.3. Inapplicability of Conditions. None of the conditions precedent set forth in Sections 11.1 or 11.2 shall be conditions to
the obligation of (i) each Participating Lender to make payments to BofA pursuant to Section 2.3.2,
(ii) each Lender to deposit with Agent such Lender’s Pro Rata share of a Borrowing in accordance
with Section 4.1.2, (iii) each Lender to fund its Pro Rata share of a Revolver Loan to repay
outstanding Swingline Loans to BofA as provided in Section 4.1.3(ii), (iv) each Lender to pay any
amount payable to Agent or any other Lender pursuant to this Agreement or (v) Agent to pay any
amount payable to any Lender pursuant to this Agreement.



     11.4. Limited Waiver of Conditions Precedent. If Lenders shall make any Loan or otherwise extend any credit to Borrowers under this
Agreement at a time when any of the foregoing conditions precedent are not satisfied (regardless of
whether the failure of satisfaction of any such conditions precedent was known or unknown to Agent
or Lenders), the funding of such Loan or other extension of credit shall not operate as a waiver of
the right of Agent and Lenders to insist upon the satisfaction of all conditions precedent with
respect to each subsequent Borrowing requested by Borrowers or a waiver of



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any Default or Event of
Default as a consequence of the failure of any such conditions to be satisfied, unless Agent, with
the prior written consent of the Required Lenders, in writing waives the satisfaction of any
condition precedent, in which event such waiver shall only be applicable for the specific instance
given and only to the extent and for the period of time expressly stated in such written waiver.


SECTION 12. EVENTS OF DEFAULT; REMEDIES ON DEFAULT




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



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




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




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




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




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




               12.1.6. Other Defaults. There shall occur any default or event of default on the part of any Obligor or any
Subsidiary under (i) the Indenture, or (ii) under any other agreement, document or instrument to
which such Obligor or such Subsidiary is a party or by which such Obligor or such Subsidiary or any
of their respective Properties is bound, creating or relating to any Debt (other than the
Obligations) in excess of $2,500,000, in each case if the payment or maturity of such Debt may be
accelerated in consequence of such default or event of default or demand for payment of such Debt
may be made.




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




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




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




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




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




               12.1.12. ERISA; Plans . A Reportable Event shall occur which Agent, in its reasonable discretion, shall determine
constitutes grounds for the termination of, including by the Pension Benefit Guaranty Corporation,
any Plan or for the appointment by the appropriate United States district court of a trustee for
any Multiemployer Plan (or similar remedy under the PBA), or any Plan shall be terminated or any
such trustee shall be requested or appointed, or any Borrower, any Subsidiary or any other Obligor
is in “default” (as defined in Section 4219(c)(5) of ERISA or any similar provision of the PBA)
with respect to payments to a Multiemployer Plan resulting from such Borrower’s, such Subsidiary’s
or such other Obligor’s complete or partial withdrawal from such Multiemployer Plan.




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




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



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effect or (iii) results in the creation or imposition of a Lien upon any of the Collateral that is
not a Permitted Lien.




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




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




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




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



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




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




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




          12.3.3. The right to take immediate possession of any of the Collateral, including all
certificates of title with respect to Obligors’ motor vehicles, trailers and other Property
for which a certificate of title has been issued, and to (i) require Obligors to assemble the
Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by
Agent which is



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reasonably convenient to both parties, and (ii) enter any premises where any of
the Collateral shall be located and to keep and store the Collateral on said premises until
sold (and if said premises be owned or leased Property of an Obligor, then Borrowers agree not
to charge Agent for storage of any Collateral thereon).




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




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




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




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


Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or
sub-license (exercisable without payment of royalty or other compensation to any Obligor or any
other Person) any or all of each Obligor’s Intellectual Property and all of each Obligor’s computer
hardware and software trade secrets, brochures, customer lists, promotional and advertising
materials, labels, and packaging materials, and any Property of a similar nature, in advertising
for sale, marketing, selling and collecting and in completing the manufacturing of any Collateral,
and each Obligor’s rights under all licenses and all franchise agreements shall inure to Agent’s
benefit, provided that the foregoing shall not be deemed to confer upon Agent the right of use or
any sub-license under any License Agreement under which the Licensor has not consented to such
right of use of sub-licenses.




     12.4. Setoff. In addition to any Liens granted under any of the Loan Documents and any rights now or
hereafter available under Applicable Law, Agent and each Lender (and each of their respective
Affiliates) is hereby authorized by Borrowers at any time that an Event of Default exists, without
notice to



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



     12.5. Remedies Cumulative; No Waiver.




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




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




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



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of Default or to preclude the exercise by Agent or any Lender of any other
right or remedy, unless otherwise expressly agreed in writing by Agent or such Lender, as the
case may be.


SECTION 13. AGENTS




     13.1. Appointment of Agent and Syndication Agent; Authority and Duties of Agent.




          13.1.1. Each Lender hereby irrevocably appoints and designates BofA as Agent and GECC as
Syndication Agent to act as herein specified. Agent may, and each Lender by its acceptance of
a Note and becoming a party to this Agreement shall be deemed irrevocably to have authorized
Agent to, enter into all Loan Documents to which Agent is or is intended to be a party and all
amendments hereto and all Security Documents at any time executed by any Obligor, for its
benefit and the Pro Rata benefit of Lenders and, except as otherwise provided in this Section
13, to exercise such rights and powers under this Agreement and the other Loan Documents as
are specifically delegated to Agent by the terms hereof and thereof, together with such other
rights and powers as are reasonably incidental thereto. Each Lender agrees that any action
taken by Agent or the Required Lenders in accordance with the provisions of this Agreement or
the other Loan Documents, and the exercise by Agent or the Required Lenders of any of the
powers set forth herein or therein, together with such other powers as are reasonably
incidental thereto, shall be authorized and binding upon all Lenders. Without limiting the
generality of the foregoing, Agent shall have the sole and exclusive right and authority to
(a) act as the disbursing and collecting agent for Lenders
with respect to all payments and collections arising in connection with this Agreement
and the other Loan Documents; (b) execute and deliver as Agent each Loan Document and each
Lien Waiver and accept delivery of each such agreement delivered by any Obligor or any other
Person; (c) act as collateral agent for Secured Parties for purposes of the perfection of all
security interests and Liens created by this Agreement or the Security Documents and, subject
to the direction of the Required Lenders, for all other purposes stated therein, provided that
Agent hereby appoints, authorizes and directs each Lender to act as a collateral sub-agent for
Agent and the other Lenders for purposes of the perfection of all security interests and Liens
with respect to an Obligor’s Deposit Accounts maintained with, and all cash and Cash
Equivalents held by, such Lender; (d) subject to the direction of the Required Lenders,
manage, supervise or otherwise deal with the Collateral; and (e) except as may be otherwise
specifically restricted by the terms of this Agreement and subject to the direction of the
Required Lenders, exercise all remedies given to Agent with respect to any of the Collateral
under the Loan Documents relating thereto, Applicable Law or otherwise. The duties of Agent
shall be ministerial and administrative in nature, and Agent shall not have by reason of this
Agreement or any other Loan Document a fiduciary relationship with any Lender (or any Lender’s
participants). Unless and until its authority to do so is revoked in writing by Required
Lenders, Agent alone shall be authorized to determine whether any Accounts, Fixed Assets or
Real Estate constitute Eligible Accounts, Eligible Fixed Assets or Eligible Real Estate
(basing such determination in each case upon the meanings given to such terms in Section 1),
or whether to impose or release any reserve, and to exercise its own credit judgment in
connection therewith, which determinations and judgments, if exercised in good faith, shall
exonerate Agent from any liability to Lenders or any other Person for any errors in judgment.




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



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Default.  The conferral upon Agent of any right hereunder shall not imply a duty on
Agent’s part to exercise any such right unless instructed to do so by the
Required Lenders in accordance with this Agreement.



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




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




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



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     13.2. Agreements Regarding Collateral and Examination Reports.




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




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



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



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



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



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




     13.6. Indemnification of Agent Indemnitees.




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



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




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




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



     13.7. Limitation on Responsibilities of Agent. Agent shall in all cases be fully justified in failing or refusing to act hereunder unless
it shall have received further assurances to its satisfaction from Lenders of their indemnification
obligations under Section 13.6 hereof against any and all Indemnified Claims which may be incurred
by Agent by reason of taking or continuing to take any such action. Agent shall not be liable to
Lenders for any action taken or omitted to be taken under or in connection with this Agreement or
the other Loan Documents except as a result and to the extent of losses caused by Agent’s actual
gross negligence or willful misconduct. Agent does not assume any responsibility for any failure
or delay in performance or breach by any Obligor or any Lender of its obligations under this
Agreement or any of the other Loan Documents. Agent does not make to Lenders, and no Lender makes
to Agent or the other Lenders, any express or implied warranty, representation or guarantee with
respect to any Obligations, the Collateral, the Loan Documents or any Obligor. Neither Agent nor
any of its officers, directors, employees, attorneys or agents shall be responsible to Lenders, and
no Lender nor any of its agents, attorneys or employees shall be responsible to Agent or the other
Lenders, for: (i) any recitals,



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




     13.8. Successor Agent and Co-Agents.




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




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



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agent, but
only to the extent necessary to enable such separate collateral agent or co-collateral agent
to exercise such powers, rights and remedies, and every covenant and obligation necessary to
the exercise thereof by such separate collateral agent or co-collateral agent shall run to and
be enforceable by either of them. Should any instrument from Lenders be required by the
separate collateral agent or co-collateral agent so appointed by Agent in order more fully and
certainly to vest in and confirm to him or it such rights, powers, duties and obligations, any
and all of such instruments shall, on request, be executed, acknowledged and delivered by
Lenders whether or not a Default or Event of Default then exists. In case any separate
collateral agent or co-collateral agent, or a successor to either, shall die, become incapable
of acting, resign or be removed, all the estates, properties, rights, powers, duties and
obligations of such separate collateral agent or co-collateral agent, so far as permitted by
Applicable Law, shall vest in and be exercised by Agent until the appointment of a new
collateral agent or successor to such separate collateral agent or co-collateral agent.



     13.9. Consents, Amendments and Waivers; Out-of-Formula Loans.




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



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




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




          (iii) without the prior written consent of each affected Lender, no amendment or waiver shall
be effective that would (1) increase or otherwise modify any Commitment of such Lender (other than
(x) to reduce such Lender’s Commitment on a proportionate basis with the same Commitments of other
Lenders, or (y) pursuant to Section 2.1.6 hereof); (2) alter (other than to increase) the rate of
interest or any fee payable in respect of any Obligations owed to such Lender; (3) waive or defer
collection of any interest or fee payable to such Lender pursuant to Section 3; or (4) subordinate
the payment of any Obligations owed to such Lender to the payment of any Debt (except as expressly
provided in Section 5.6.1); and




          (iv) without the prior written consent of all Lenders (except a defaulting Lender as provided
in Section 4.2 of this Agreement), no amendment or waiver shall be effective that would (1) waive
any Default or Event of Default if the Default or Event of Default relates to any Borrower’s
failure to observe or perform any covenant that may not be amended without the unanimous written
consent of Lenders (and, where so provided hereinafter, the written consent of Agent) as
hereinafter set forth; (2) alter the provisions of Sections 3.6, 3.7, 3.8, 3.10, 5.6, 5.7, 7.1
(except to add to the categories of Property of Borrowers constituting Collateral), 8.4.4, 8.6,
13.9, 15.2, 15.3, 15.4 or 15.16; (3) amend the definitions (and the other defined terms used in
such definitions) of “Pro Rata,” “Required Lenders,” “Eligible Assignee,” “Obligations,”
“Availability Reserve” or “Borrowing Base”, or any provision of this Agreement obligating Agent to
take certain actions at the direction of the Required Lenders, or any provision of any of the Loan
Documents regarding the Pro Rata treatment or obligations of Lenders; (4) subordinate the priority
of any Liens granted to Agent under any of the Loan Documents to consensual, non-statutory Liens
granted after the Closing Date to any other Person, except as currently provided in or contemplated
by the Loan Documents (including a subordination in favor of the holders of





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Permitted Liens that
have priority over Agent’s Liens under Applicable Law) and except for Liens granted by an Obligor
to financial institutions with respect to amounts on deposit with such financial institutions to
cover returned items, processing and analysis charges and other charges in the Ordinary Course of
Business that relate to deposit accounts with such financial institutions, or (5) alter the time
(other than to accelerate or make more frequent) or amount (other than to increase the amount to be
repaid) of repayment of any of the Loans or waive any Event of Default resulting from nonpayment of
the Loans on the due date thereof (or within any applicable period of grace), or (6) release any
Obligor that is Solvent from liability for any of the Obligations.




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





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




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




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



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be deemed to
be a beneficiary of this Section 13.9.4 or authorized to enforce any of the provisions of this
Section 13.9.4.



     13.10. Due Diligence and Non-Reliance. Each Lender hereby acknowledges and represents that it has, independently and without
reliance upon Agent, Syndication Agent or the other Lenders, and based upon such documents,
information and analyses as it has deemed appropriate, made its own credit analysis of each Obligor
and its own decision to enter into this Agreement and to fund the Loans to be made by it hereunder
and to purchase participations in the LC Obligations pursuant to Section 2.3.2 hereof, and each
Lender has made such inquiries concerning the Loan Documents, the Collateral and each Obligor as
such Lender feels necessary and appropriate, and has taken such care on its own behalf as would
have been the case had it entered into the other Loan Documents without the intervention or
participation of the other Lenders or Agent. Each Lender hereby further acknowledges and
represents that the other Lenders, Syndication Agent and Agent have not made any representations or
warranties to it concerning any Obligor, any of the Collateral or the legality, validity,
sufficiency or enforceability of any of the Loan Documents. Each Lender also hereby acknowledges
that it will, independently and without reliance upon the other Lenders, Syndication Agent or
Agent, and based upon such financial statements, documents and information as it deems appropriate
at the time, continue to make and rely upon its own credit decisions in making Loans and in taking
or refraining to take any other action under this Agreement or any of the other Loan Documents.
Except for notices, reports and other information expressly required to be furnished to Lenders by
Agent hereunder, Agent shall not have any duty or responsibility to provide any Lender with any
notices, reports or certificates furnished to Agent by any Obligor or any credit or other
information concerning the affairs, financial condition, business or Properties of any Obligor (or
any of its Affiliates) which may come into possession of Agent or any of Agent’s Affiliates.



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



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



     13.13. Several Obligations. The obligations and commitments of each Lender under this Agreement and the other Loan
Documents are several and neither Agent nor any Lender shall be responsible for the performance by
the other Lenders of its obligations or commitments hereunder or



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thereunder. Notwithstanding any
liability of Lenders stated to be joint and several to third Persons under any of the Loan
Documents, such liability shall be shared, as among Lenders, Pro Rata.




     13.14. Agent in its Individual Capacity. With respect to its obligation to lend under this Agreement, the Loans made by it and each
Note issued to it, Agent shall have the same rights and powers hereunder and under the other Loan
Documents as any other Lender or holder of a Note and may exercise the same as though it were not
performing the duties specified herein; and the terms “Lenders,” “Required Lenders,” or any similar
term shall, unless the context clearly otherwise indicates, include Agent in its capacity as a
Lender. Agent and its Affiliates may each accept deposits from, maintain deposits or credit
balances for, invest in, lend money to, act as trustee under indentures of, serve as financial
advisor to, and generally engage in any kind of business with any Borrower or any other Obligor, or
any affiliate of any Borrower or any other Obligor, as if it were any other bank and without any
duty to account therefor (or for any fees or other consideration received in connection therewith)
to the other Lenders. BofA or its affiliates may receive information regarding any Borrower or any
of such Borrower’s Affiliates and account debtors (including information that may be subject to
confidentiality obligations in favor of Borrowers or any of their Affiliates) and Lenders
acknowledge that neither Agent nor BofA shall be under any obligation to provide such information
to Lenders to the extent acquired by BofA in its individual capacity and not as Agent hereunder.



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



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



     13.17. Replacement of Certain Lenders. If a Lender (“Affected Lender”) shall have (i) failed to fund its Pro Rata share of any
Loan requested (or deemed requested) by Borrowers which such Lender is obligated to fund under the
terms of this Agreement and which such failure has not been cured, (ii) requested compensation from
Borrowers under Section 3.7 or Section 3.8 to recover increased costs incurred by such Lender (or
its parent or holding company) or compensation required by such Lender which are not being incurred
or required generally by the other Lenders (or their respective parents or holding companies),
(iii) delivered a notice pursuant to Section 3.6 hereof claiming that such Lender is unable to
extend LIBOR Loans to Borrowers for reasons not generally applicable to the other Lenders, (iv)
defaulted in paying or performing any of its obligations to Agent, or (v) failed or refused to give
its consent to any amendment, waiver or action for which consent of all of the Lenders is required
and in respect of which the Required Lenders have consented, then, in any such case and in addition
to any other rights and remedies that Agent, any other Lender or any Borrower may have against such
Affected Lender, any Borrower or Agent may make written demand on such Affected Lender (with a copy
to Agent in the case of a demand by Borrowers and a copy to Borrowers in the case of a demand by
Agent) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or
more duly executed Assignment and Acceptances within 5 Business Days after the date of such demand,
to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible
Assignees designated by Agent, all of such Affected Lender’s rights and obligations under this
Agreement (including its Commitments and all Loans owing to it) in accordance with Section 14
hereof. Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances
as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same
within 5 Business Days after the



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date of such demand. The Affected Lender shall be entitled to
receive, in cash and concurrently with execution and delivery of each such Assignment and
Acceptance, all amounts owed to the Affected Lender hereunder or under any other Loan Document,
including the aggregate outstanding principal amount of the Loans owed to such Lender, together
with accrued interest thereon through the date of such assignment (but excluding any prepayment
penalty or termination charge). Upon the replacement of any Affected Lender pursuant to this
Section 13.17, such Affected Lender shall cease to have any participation in, entitlement to, or
other right to share in the Liens of Agent in any Collateral and such Affected Lender shall have no
further liability to Agent, any Lender or any other Person under any of the Loan Documents (except
as provided in Section 13.6 hereof as to events or transactions which occur prior to the
replacement of such Affected Lender), including any Commitment to make Loans or purchase
participations in LC Obligations. Agent shall have the right at any time, but shall not be
obligated to, upon written notice to any Lender and with the consent of such Lender (which may be
granted or withheld in such Lender’s sole discretion), to purchase for Agent’s own account all of
such Lender’s right, title and interest in and to this Agreement, the other Loan Documents
and the Obligations (together with such Lender’s interest in the Commitments), for the face
amount of the Obligations owed to such Lender (or such greater or lesser amount as Agent and Lender
may mutually agree upon).




     13.18. Remittance of Payments and Collections.




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




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



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



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




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SECTION 14. BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS




     14.1. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit
of Obligors, Agent, Syndication Agent and Lenders and their respective successors and assigns
(which, in the case of Agent, shall include any successor Agent appointed pursuant to Section 13.8
hereof), except that (i) no Obligor shall have the right to assign its rights or delegate
performance of any of its obligations under any of the Loan Documents and (ii) any assignment by
any Lender must be made in compliance with Section 14.3. Agent may treat the Person which made any
Loan or holds any Note as the owner thereof for all purposes hereof unless and until such Person
complies with Section 14.3 in the case of an assignment thereof or, in the case of any other
transfer, a written notice of the transfer is filed with Agent. Any assignee or transferee of any
rights with respect to any Note or Loan agrees by acceptance thereof to be bound by all the terms
and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the
time of making such request or giving such authority or consent is the holder of a Note, shall be
conclusive and binding on any subsequent holder, transferee or assignee of such Note or of any Note
or Notes issued in exchange therefor.



     14.2. Participations.



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



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



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



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set-off provided in Section 12.4 agrees to share with each Lender, any amount received
pursuant to the exercise of its right of set-off, such amounts to be shared in accordance with
Section 13.5 hereof as if each Participant were a Lender.



               14.2.4. Notices. Each Lender shall be solely responsible for notifying its Participants of
any matters relating to the Loan Documents to the extent that any such notice may be required, and
neither Agent nor any other Lender shall have any obligation, duty or liability to any Participant
of any other Lender. Without limiting the generality of the foregoing, neither Agent nor any
Lender shall have any obligation to give notices or to provide documents or information to a
Participant of another Lender.



     14.3. Assignments.



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



               14.3.2. Effect; Effective Date. Upon (i) delivery to Agent of a notice of assignment
substantially in the form attached as Exhibit H hereto, together with any consents required
by Section 14.3.1, and (ii) payment of a $3,500 fee to Agent for processing any assignment to an
Eligible Assignee that is not an Affiliate of the transferor Lender, such assignment shall become
effective on the effective date specified in such notice of assignment. The Assignment and
Acceptance shall contain a representation and warranty by the Eligible Assignee that the assignment
evidenced thereby will not result in a non-exempt “prohibited transaction” under Section 406 of
ERISA. On and after the effective date of such assignment, such Eligible Assignee shall for all
purposes be a Lender party to this Agreement and the other Loan Document executed by the Lenders
and shall have all the rights and obligations of a Lender under the Loan Documents to the same
extent as if it were an original party thereto, and no further consent or action by Borrowers,
Lenders or Agent shall be required to release the transferor Lender with respect to the Commitment
(or portion thereof) of such Lender and Obligations assigned to such Eligible Assignee. Without
limiting the generality of the foregoing, such Eligible Assignee shall be subject to and bound by
all of the Loan Documents. Upon the consummation of any assignment to an Eligible Assignee
pursuant to this Section 14.3, the transferor Lender, Agent and Borrowers shall make



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appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or,
as appropriate, replacement Notes, are issued to such Eligible Assignee, in each case in principal
amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. If the
transferor Lender shall have assigned all of its interests, rights and obligations under this
Agreement pursuant to Section 14.3.1 hereof, then (i) such transferor Lender shall no longer have
any obligation to indemnify Agent with respect to any transactions, events or occurrences that
transpire after the effective date of such assignment, (ii) each Eligible Assignee to which such
transferor Lender shall make an assignment shall be responsible to Agent to indemnify Agent in
accordance with this Agreement with respect to transactions, events and occurrences transpiring on
and after the effective date of such assignment to it, and (iii) the transferor Lender shall
continue to be entitled to the benefits of those provisions of the Loan Documents (including
indemnities from Obligors) that survive Full Payment of the Obligations.



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



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



SECTION 15. MISCELLANEOUS




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




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



               15.1.2. At any time that an Event of Default exists: (i) demand payment of the Accounts from the
Account Debtors, enforce payment of the Accounts by legal proceedings or otherwise, and generally
exercise all of such Obligor’s rights and remedies with respect to the collection of the Accounts;
(ii) settle, adjust, compromise, discharge or release any of the Accounts or other Collateral or
any legal proceedings brought to collect any of the Accounts or other Collateral; (iii) sell or
assign any of the Accounts and other Collateral upon such terms, for such amounts and at such time
or times as Agent deems advisable; (iv) take control, in any manner, of any item of payment or
proceeds relating to any Collateral; (v) prepare, file and sign such Obligor’s name to a proof of
claim in bankruptcy or similar document against any Account Debtor or to any notice of Lien,
assignment or satisfaction of Lien or similar document in connection with any of the Collateral;
(vi) receive, open and dispose of all mail addressed to such Obligor and to notify postal
authorities to change the address for delivery thereof to such address as Agent may designate;
(vii) endorse the name of such Obligor upon any Payment Item relating to any Collateral and deposit
the same to the account of Agent for application to the Obligations; (viii) endorse the name of
such Obligor upon any Chattel Paper, Document, Instrument, invoice, freight bill, bill of lading or
similar document or agreement relating to any Accounts or Inventory of any Obligor



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and any other
Collateral; (ix) use such Obligor’s stationery and sign the name of such Obligor to
verifications of the Accounts and notices thereof to Account Debtors; (x) use the information
recorded on or contained in any data processing equipment and computer hardware and software
relating to any other Collateral; (xi) make and adjust claims under policies of insurance; (xii)
sign the name of such Obligor to and file any proof of claim in an Insolvency Proceeding of any
Account Debtor and on notices of Liens, claims of mechanic’s Liens or assignments or releases of
mechanic’s Liens securing any Accounts; (xiii) take all action as may be necessary to obtain the
payment of any letter of credit or banker’s acceptance of which such Obligor is a beneficiary; and
(xiv) do all other acts and things necessary, in Agent’s determination, to fulfill such Obligor’s
obligations under any of the Loan Documents.



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



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



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



     15.5. Severability. Wherever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under Applicable Law, but if any provision
of this Agreement



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shall be prohibited by or invalid under Applicable Law, such provision shall be
ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement.



     15.6. Cumulative Effect; Conflict of Terms. The provisions of the Other Agreements and the
Security Documents are hereby made cumulative with the provisions of this Agreement. Without
limiting the generality of the foregoing, the parties acknowledge that this Agreement and the other
Loan Documents may use several different limitations, tests or measurements to regulate the same or
similar matters and that such limitations, tests and measures are cumulative and each must be
performed, except as may be expressly stated to the contrary in this Agreement. Except as
otherwise provided in any of the other Loan Documents by specific reference to the applicable
provision of this Agreement, if any provision contained in this Agreement is in direct conflict
with, or inconsistent with, any provision in any of the other Loan Documents, the provision
contained in this Agreement shall govern and control.



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



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



     15.9. Notices and Communications.




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




          15.9.2. Except as otherwise provided in Section 3.1.5, each such notice, request or other
communication shall be effective (i) if given by facsimile transmission, when transmitted to
the facsimile number specified herein for the noticed party and confirmation of receipt is
received, (ii) if given by mail, 3 Business Days after such communication is deposited in the
U.S. Mail, with first-class postage pre-paid, addressed to the noticed party at the address
specified herein, or (iii) if given by personal delivery or by overnight courier delivery,
when duly delivered with receipt acknowledged in writing by the noticed party. In no event
shall a voicemail message be effective as a notice, communication or confirmation under any of
the Loan Documents. Notwithstanding the foregoing, no notice to or upon Agent or BofA
pursuant to Sections 2.2, 2.3, 3.1.2, 4.1 or 6.2.2 shall be effective until after actually
received by the individual to whose attention at Agent such notice is



-118-









 







required to be sent.
Any written notice, request or demand that is not sent in conformity with the
provisions hereof shall nevertheless be effective on the date that such notice, request
or demand is actually received by the individual to whose attention at the noticed party such
notice, request or demand is required to be sent.




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



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



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



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



     15.12. Time of Essence. Time is of the essence of this Agreement, the Other Agreements and
the Security Documents.



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



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



     15.15. Interpretation. No provision of this Agreement or any of the other Loan Documents
shall be construed against or interpreted to the disadvantage of any party hereto by any court or
other governmental or judicial authority by reason of such party having, or being deemed to have,
structured, drafted or dictated such provision. The paragraph and section headings are for
convenience of reference only and shall not affect the substantive meaning of any provision of this
Agreement.



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



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



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     15.18. Certifications Regarding Indentures. Each Borrower hereby certifies to Agent and
Lenders that neither the execution or performance of this Agreement by Borrowers nor the incurrence
of any Debt pursuant to the terms of this Agreement or any of the other Loan Documents violates any
provision of the Indenture. Each Borrower further certifies to Agent and Lenders that (i) all of
the Commitments constitute a “Credit Facility” (or the equivalent term defined in the Indenture)
under the Indenture, and (ii) that all Obligations collectively constitute “Senior Debt” (or the
equivalent term defined in the Indenture) under the Indenture.



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



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



     15.21. Waivers by Obligors. To the fullest extent permitted by Applicable Law, each Obligor
waives (i) the right to trial by jury (which Agent and each Lender hereby also waives) in any
action, suit, proceeding or counterclaim of any kind arising out of or related to any of the Loan
Documents, the Obligations or the Collateral; (ii) presentment, demand and protest and notice of
presentment, protest, default, non payment, maturity, release, compromise, settlement, extension or
renewal of any or all commercial paper, accounts, contract rights, documents, instruments, chattel
paper and guaranties at any time held by Agent on which such Obligor may in any way be liable and
hereby ratifies and confirms whatever Agent may do in this regard; (iii) notice prior to taking
possession or control of the Collateral or any bond or security which might be required by any
court prior to allowing Agent to exercise any of Agent’s remedies; (iv) the benefit of all
valuation, appraisement and exemption laws; (v) any claim against Agent, Syndication Agent or any
Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive
damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result
of, any of the Loan Documents, any transaction thereunder or the use of the proceeds of any Loans;
and (vi) notice of acceptance hereof. Each Obligor acknowledges that the foregoing waivers are a
material inducement to Agent’s, Syndication Agent’s and Lenders’ entering into this Agreement and
that Agent and Lenders are relying upon the foregoing waivers in its future dealings with Obligors.
Each Obligor warrants and represents that it has reviewed the foregoing waivers with its legal
counsel and has knowingly and voluntarily waived its jury trial rights
following consultation with



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legal counsel. In the event of litigation, this Agreement may be
filed as a written consent to a trial by the Court.



     15.22. Amendment and Restatement. The aggregate principal amount of loans (including the
aggregate face amount of letters of credit) outstanding under the Existing Loan Agreement as of
July 28, 2008 is $94,332,526.98. This Agreement amends and restates the Existing Loan Agreement in
its entirety, and is not intended to be or operate as a novation or an accord and satisfaction of
the Existing Loan Agreement or the Obligations evidenced or secured thereby or provided for
thereunder.



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




-122-









 








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



	 	 	 	 	 
	 	BORROWERS:



MASTEC, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and
 Chief
Financial Officer





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



	 	 	 	 	 
	 	[CORPORATE SEAL]



MASTEC TC, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and
 Chief
Financial Officer 	 
	 
	 	MASTEC FC, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and
 Chief
Financial Officer 	 
	 
	 	MASTEC CONTRACTING COMPANY, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and
 Chief
Financial Officer 	 
	 
	 	MASTEC SERVICES COMPANY, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and
 Chief
Financial Officer 	 



[Signature page to Second Amended and Restated Loan and Security Agreement]




 









 








	 	 	 	 	 
	 	MASTEC OF TEXAS, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and
 Chief
Financial Officer 	 
	 
	 	MASTEC NORTH AMERICA, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and
 Chief
Financial Officer 	 
	 
	 	MASTEC ASSET MANAGEMENT COMPANY, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and
 Chief
Financial Officer 	 
	 
	 	CHURCH & TOWER, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and
 Chief
Financial Officer 	 
	 
	 	POWER PARTNERS MASTEC, LLC

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and
 Chief
Financial Officer 	 
	 
	 	GLOBETEC CONSTRUCTION, LLC

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and
 Chief
Financial Officer 	 
	 
	 	THREE PHASE LINE CONSTRUCTION, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



[Signature page to Second Amended and Restated Loan and Security Agreement]





 











 





	 	 	 	 	 
	 	PUMPCO, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Vice President 	 
	 
	 	GUARANTORS:



PHASECOM SYSTEMS, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and Chief
Financial Officer 	 
	 
	 	INTEGRAL POWER &
TELECOMMUNICATIONS CORPORATION, LTD.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and Chief
Financial Officer 	 
	 
	 	MASTEC NORTH AMERICA AC, LLC

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and Chief
Financial Officer 	 
	 
	 	THREE PHASE ACQUISITION CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature page to Second Amended and Restated Loan and Security Agreement]




 









 








	 	 	 	 	 
	 	AGENT AND LENDER:

 	 
	Revolver Commitment: $85,000,000	
 BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Dennis S. Losin
 	 
	 	 	Dennis S. Losin, Senior Vice President 	 
	 	 	 	 


Address:

              Suite 800

              300 Galleria Parkway, N.W.

              Atlanta, Georgia 30339

Attention: Senior Portfolio Manager

Telecopier No.: (404) 607-3277




	 	 	 	 	 
	 	LENDERS:

 	 
	Revolver Commitment: $75,000,000	
 GENERAL ELECTRIC CAPITAL CORPORATION, as
Syndication Agent and a Lender

 	 
	 	By:  	/s/ Thomas Costello
 	 
	 	 	Thomas Costello, Duly Authorized Signatory 	 
	 	 	 	 


Address:

              201 Merritt 7

              P. O. Box 5201

              Norwalk, Connecticut 06856

Attention: Loan Servicing Manager

Telecopier No.: (203) 229-5791




	 	 	 	 	 
	Revolver Commitment: $25,000,000 	PNC BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Alex Council
 	 
	 	 	Title: Vice President 	 
	 	 	 	 


Address:

              4720 Piedmont Row Drive

              Suite 300

              Charlotte, North Carolina 28210

Attention: Alex Council

Telecopier No.: (704) 643-7918




[Signature page to Second Amended and Restated Loan and Security Agreement]




 









 








	 	 	 	 	 
	Revolver Commitment: $25,000,000 	SIEMENS FINANCIAL SERVICES, INC.

 	 
	 	By:  	/s/ Michael Kunst
 	 
	 	 	Title: 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Title: 	 	 
	 	 	 	 
	 


Address:

              170 Wood Avenue South

              8th Floor

              Iselin, New Jersey 08830

Attention: Michael Kunst

Telecopier No.: (732) 590-6648




[Signature page to Second Amended and Restated Loan and Security Agreement]





 











 








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



	 	 	 	 	 
	 	BORROWERS:



MASTEC, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and
 Chief
Financial Officer

	 



	 	 	 	 	 
	 	 	Address: 	
800 Douglas Road

North Tower, 12th Floor

Coral Gables, Florida 33134
	 
	 	 	Attention: 	Chief Executive Officer	 
	 	 	Telecopier No.: (___)                     	 



	 	 	 	 	 
	 	[CORPORATE SEAL]



MASTEC TC, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and
 Chief
Financial Officer 	 
	 
	 	MASTEC FC, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and
 Chief
Financial Officer 	 
	 
	 	MASTEC CONTRACTING COMPANY, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and
 Chief
Financial Officer 	 
	 
	 	MASTEC SERVICES COMPANY, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and
 Chief
Financial Officer 	 



[Signature page to Second Amended and Restated Loan and Security Agreement]




 









 








	 	 	 	 	 
	 	MASTEC OF TEXAS, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and
 Chief
Financial Officer 	 
	 
	 	MASTEC NORTH AMERICA, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and
 Chief
Financial Officer 	 
	 
	 	MASTEC ASSET MANAGEMENT COMPANY, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and
 Chief
Financial Officer 	 
	 
	 	CHURCH & TOWER, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and
 Chief
Financial Officer 	 
	 
	 	POWER PARTNERS MASTEC, LLC

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and
 Chief
Financial Officer 	 
	 
	 	GLOBETEC CONSTRUCTION, LLC

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and
 Chief
Financial Officer 	 
	 
	 	THREE PHASE LINE CONSTRUCTION, INC.

 	 
	 	By:  	/s/ Pete Johnson	 
	 	 	Name:  	Pete Johnson	 
	 	 	Title:  	President	 



[Signature page to Second Amended and Restated Loan and Security Agreement]





 











 





	 	 	 	 	 
	 	PUMPCO, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Vice President 	 
	 
	 	GUARANTORS:



PHASECOM SYSTEMS, INC.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and Chief
Financial Officer 	 
	 
	 	INTEGRAL POWER & 

TELECOMMUNICATIONS CORPORATION, LTD.

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and Chief
Financial Officer 	 
	 
	 	MASTEC NORTH AMERICA AC, LLC

 	 
	 	By:  	/s/ C. Robert Campbell
 	 
	 	 	Name:  	C. Robert Campbell 	 
	 	 	Title:  	Executive Vice President and Chief
Financial Officer 	 
	 
	 	THREE PHASE ACQUISITION CORP.

 	 
	 	By:  	/s/ Robert Apple	 
	 	 	Name:  	Robert Apple	 
	 	 	Title:  	President	 
	 



[Signature page to Second Amended and Restated Loan and Security Agreement]




 









 








	 	 	 	 	 
	 	AGENT AND LENDER:

 	 
	Revolver Commitment: $85,000,000	
 BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Dennis S. Losin
 	 
	 	 	Dennis S. Losin, Senior Vice President 	 
	 	 	 	 


Address:

              Suite 800

              300 Galleria Parkway, N.W.

              Atlanta, Georgia 30339

Attention: Senior Portfolio Manager

Telecopier No.: (404) 607-3277




	 	 	 	 	 
	 	LENDERS:

 	 
	Revolver Commitment: $75,000,000	
 GENERAL ELECTRIC CAPITAL CORPORATION, as
Syndication Agent and a Lender

 	 
	 	By:  	/s/ Thomas Costello
 	 
	 	 	Thomas Costello, Duly Authorized Signatory 	 
	 	 	 	 


Address:

              201 Merritt 7

              P. O. Box 5201

              Norwalk, Connecticut 06856

Attention: Loan Servicing Manager

Telecopier No.: (203) 229-5791




	 	 	 	 	 
	Revolver Commitment: $25,000,000 	PNC BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Alex Council
 	 
	 	 	Title: Vice President 	 
	 	 	 	 


Address:

              4720 Piedmont Row Drive

              Suite 300

              Charlotte, North Carolina 28210

Attention: Alex Council

Telecopier No.: (704) 643-7918




[Signature page to Second Amended and Restated Loan and Security Agreement]




 









 








	 	 	 	 	 
	Revolver Commitment: $25,000,000 	SIEMENS FINANCIAL SERVICES, INC.

 	 
	 	By:  	/s/ Michael Kunst
 	 
	 	 	Title: 	Vice President	 
	 	 	 
	 	By:  	/s/ Jim Fuller	 
	 	 	Title: 	Co-Head	 
	 	 	 	 
	 


Address:

              170 Wood Avenue South

              8th Floor

              Iselin, New Jersey 08830

Attention: Michael Kunst

Telecopier No.: (732) 590-6648




[Signature page to Second Amended and Restated Loan and Security Agreement]