EXECUTION
VERSION
  FIRST
INCREMENTAL REVOLVING CREDIT AMENDMENT
  
 This
FIRST INCREMENTAL REVOLVING
CREDIT AMENDMENT, dated as of March 30, 2010 (this “Amendment”), is
entered into by and among UNITEK
ACQUISITION, INC., a Delaware corporation, (the “Borrower”), UNITEK MIDCO, INC., as a Guarantor,certainsubsidiaries of the Borrower partyhereto
as Subsidiary Guarantors,MAXAM
OPPORTUNITIES FUND LP and MAXAM OPPORTUNITIES FUND (INTERNATIONAL) LP (the
“Incremental
Revolving Credit Lenders”),and ROYAL BANK OF CANADA, as
Administrative Agent and Collateral Agent (the “Administrative
Agent”) under that certain First Lien Credit Agreement dated as of
September 27, 2007 (as amended, amended and restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”)
among the Borrower, the Administrative Agent and the banks, financial
institutions and other entities party thereto.  Capitalized terms used
herein not otherwise defined herein or otherwise amended hereby shall have the
meanings ascribed thereto in the Credit Agreement.
  RECITALS:
  WHEREAS, the Credit Agreement
provides for a $20,000,000 Revolving Credit Facility (of which $10,000,000 is
available for the issuance of Letters of Credit); and
  WHEREAS, the Borrower wishes
to issue letters of credit for the benefit of Chartis Insurance in support of
its obligations under certain policies of insurance and for other general
corporate purposes; and
  WHEREASthe Borrower and the
Administrative Agent have agreed to amend the Credit Agreement to add an
incremental revolving credit facility which shall consist of a $12,000,000
tranche to the Revolving Credit Facility (the “Incremental Revolving Credit
Facility”).  The full amount under the Incremental Revolving
Credit Facility will be available solely for the issuance of letters of credit
(the “Incremental
Letters of Credit”); and
  WHEREAS, pursuant to Section 2.18(a)(vii)
of the Credit Agreement, the Loan Documents may be amended by the Administrative
Agent and the Loan Parties to provide for terms applicable to the Incremental
Revolving Credit Facility; and
  WHEREASthe Loan Parties have
requested that the Administrative Agent approve an incremental amendment of the
Credit Agreement in accordance with the form of the Composite First Lien Amended
Credit Agreement attached as Schedule I hereto
(the “Amended Credit
Agreement”) in order to accomplish the implementation of the Incremental
Revolving Credit Facility as contemplated in the third recital
above;
  NOW, THEREFORE, in
consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows:
  SECTION
1.         AMENDMENTS TO
CREDIT AGREEMENT AND SECURITY AGREEMENT
  (a)           The
body of the Credit Agreement (excluding the schedules and exhibits thereto) is,
effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 3 hereof,
hereby amended in accordance with the form of the Amended Credit Agreement as
set forth in Schedule
I hereto.
  
  (b)           Exhibit A-1 of the
Credit Agreement is hereby amended in accordance with the form of such Exhibit
as set forth in Schedule II
hereto.
  (c)           Section 21(b) of the
Security Agreement is hereby amended by deleting the reference to “Section 2.16
of the First Lien Credit Agreement” and replacing it with a reference to
“Section 2.12 of the First Lien Credit Agreement”.
  SECTION
2.         INCREMENTAL
REVOLVING CREDIT COMMITMENT
  Each
Incremental Revolving Credit Lender hereby acknowledges that it has made the
Incremental Revolving Credit Commitments (as such term is defined in the Amended
Credit Agreement) set forth opposite such Incremental Revolving Credit Lender’s
name on Schedule
III hereto.
  SECTION
3.         CONDITIONS
PRECEDENT TO EFFECTIVENESS
  This Amendment shall become effective
(“Incremental
Revolving Credit Facility Closing Date”) as of the date first above
written when, and only when:
 
 (a) the Administrative Agent shall have
received:
 
 (i)           counterparts
of this Amendment duly executed by the Loan Parties, the Incremental Revolving
Credit Lenders and the Administrative Agent;
 
 (ii)           a
certificate signed by a duly authorized officer of the Borrower and each
Guarantor stating that (i) the representations and warranties contained in each
of the Loan Documents (as amended or supplemented to date, including pursuant to
this Amendment) are true and correct in all material respects on and as of the
Incremental Revolving Credit Facility Closing Date, as though made on and as of
such date other than any such representations and warranties that, by their
terms refer to a specific date other than the Incremental Revolving Credit
Facility Closing Date, in which case on and as of such specific date, (ii) no
Default or Event of Default has occurred and is continuing or will result from
giving effect to this Amendment, (iii) after giving pro forma effect to the
incurrence of the Incremental Revolving Credit Facility, neither the Total
Leverage Ratio nor the First Lien Leverage Ratio will be higher than that
immediately prior to the incurrence of the Incremental Revolving Facility, (iv)
the terms of the Incremental Revolving Credit Facility are the same as the terms
of the Revolving Credit Facility and such Incremental Revolving Credit Facility
shall form part of the Revolving Credit Facility for all purposes, and (v) neither the incurrence of the Incremental Revolving
Credit Facility by the Borrower nor the terms of this Amendment and the Amended
Credit Agreement violates any of the terms or provisions of the Intercreditor
Agreement; and
 
 (iii)           certified
copies of resolutions of the board of directors of the Borrower approving the
Incremental Revolving Credit Facility and the corresponding modifications to the
Credit Agreement.
 
 (b) the
Borrower shall have paid all fees and expenses due and owing to the Incremental
Revolving Credit Lenders as of the Incremental Revolving Credit Facility Closing
Date pursuant to the fee letter dated as of the date hereof between the Borrower
and the Incremental Revolving Credit Lenders.
 
 SECTION
4.REFERENCE TO AND
EFFECT ON THE LOAN DOCUMENTS
   
 
  A.           Binding
Effect
  This
Amendment shall be binding upon the parties hereto and their respective
successors and assigns and shall inure to the benefit of the parties hereto and
the successors and assigns of the Administrative Agent, each of the Lenders and
each of the Loan Parties.
  B.           Severability
  In case
any provision herein or obligation hereunder shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired
thereby.
  C.           Reference to Credit
Agreement
  On and
after the Incremental Revolving Credit Tranches Closing Date, each reference in
the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or
words of like import referring to the Credit Agreement, and each reference in
the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or
words of like import referring to the Credit Agreement shall mean and be a
reference to the Amended Credit Agreement as amended and restated by this
Amendment.
  D.           Effect on Credit
Agreement
  Except as
specifically amended in Section 1 andSection 2 of this
Amendment, the Credit Agreement and the other Loan Documents shall remain in
full force and effect and are hereby ratified and confirmed.
  E.           Confirmation
of Obligations.
  Each Loan
Party acknowledges and confirms that all Obligations under the Amended Credit
Agreement relating to the Incremental Revolving Credit Facility constitute
“Guaranteed Obligations” (as defined in the Credit Agreement as amended by this
Amendment) and “Secured Obligations” (as defined in the Security
Agreement).
  F.           Execution
  The
execution, delivery and performance of this Amendment shall not, except as
expressly provided herein, constitute a waiver of any provision of, or operate
as a waiver of any right, power or remedy of any Agent or Lender under, the
Credit Agreement or any of the other Loan Documents.
  G.           Headings
  Section
headings herein are included herein for convenience of reference only and shall
not constitute a part hereof for any other purpose or be given any substantive
effect.
  H.           Jurisdiction,
Etc.
  (a)Each
of the parties hereto hereby irrevocably and unconditionally submits, for itself
and its property, to the nonexclusive jurisdiction of any New York State court
or Federal court of the United States of America sitting in New York City,
and any appellate court from any thereof, in any action or proceeding arising
out of or relating to this Amendment and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in any such New York State
court or, to the fullest extent permitted by law, in such Federal
court.  Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law.  Nothing in this Amendment shall affect any right that any party
may otherwise have to bring any action or proceeding relating to this Amendment
in the courts of any jurisdiction.
  (b)Each
of the parties hereto irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection that it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Amendment or any of the other Loan Documents to which
it is a party in any New York State or Federal court.  Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.
   
 
  I.           WAIVER OF JURY
TRIAL.
  EACH OF
THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
ARISING OUT OF OR RELATING TO ANY THIS AMENDMENT OR THE ACTIONS OF ANY AGENT OR
ANY LENDER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT
HEREOF.
  J.           APPLICABLE
LAW.
  THIS AMENDMENT SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
  K.           Counterparts.
  This
Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument.  Delivery
of an executed counterpart of a signature page of this Amendment by facsimile or
electronic transmission shall be effective as delivery of a manually executed
counterpart hereof.
     
  IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed and delivered by
their respective officers thereunto duly authorized as of the date first written
above.
  UNITEK ACQUISITION,
      INC., as BorrowerBy:Name:  Ronald
      J. LejmanTitle:  Chief
      Financial OfficerUNITEK MIDCO, INC., as
      ParentBy:Name:  Ronald
      J. LejmanTitle:  Chief
      Financial OfficerUNITEK USA, LLC, as
      GuarantorBy:Name:  Ronald
      J. LejmanTitle:  Chief
      Financial OfficerADVANCED COMMUNICATIONS USA,
      LLC, as GuarantorBy:Name:  Ronald
      J. LejmanTitle:  Chief
      Financial OfficerDIRECTSAT USA, LLC, as
      GuarantorBy:Name:  Ronald
      J. LejmanTitle:  Chief
      Financial OfficerFTS USA, LLC, as
      GuarantorBy:Name:  Ronald
      J. LejmanTitle:  Chief
      Financial OfficerWTW USA, LLC, as
      GuarantorBy:Name:  Ronald
      J. LejmanTitle:  Chief
      Financial
Officer
  
  ROYAL BANK OF CANADA, as
      Administrative AgentBy:Name:Title:
 
  [Signature
Page to Unitek - First Incremental Revolving Credit Amendment]
 
 
 MAXAM
      OPPORTUNITIES FUND LP(by its General Partner: Maxam
      Opportunities GP Ltd.), as Incremental Revolving Credit
      LenderBy:Name:  Johnny
      CiampiTitle:  Managing
      PartnerMAXAM OPPORTUNITIES FUND
      (INTERNATIONAL) LP (by its General Partner: Maxam Opportunities
      (International) GP Ltd.),asIncremental
      Revolving Credit LenderBy:Name:  Johnny
      CiampiTitle:  Managing
      Partner
  
 [Signature
Page to Unitek - First Incremental Revolving Credit Amendment]
  
  SCHEDULE
I
 
 Amended
Credit Agreement
  
  SCHEDULE
II
 
 Amended
Exhibit
  
  SCHEDULE
III
 
 Incremental
Commitments
  
 Incremental
      Revolving Credit Lender
                    Incremental
      Revolving Credit Commitment
                    Incremental
      Issuing Bank
                    Incremental
      Letter of Credit CommitmentMaxam
      Opportunities Fund LP
                    $8,542,800
                    HSBC
      Bank Canada
                    $12,000,000Maxam
      Opportunities Fund (International) LP
                    $3,457,200Total
                    $12,000,000
                    
                    $12,000,000