SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT

THIS SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Agreement”) is entered into September 25, 2009 by and between BCI COMMUNICATIONS, INC., a corporation organized under the laws of the State of Delaware (the “Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).

Whereas, the Borrower and PNC entered into a certain Revolving Credit and Security Agreement dated April 17, 2008 (as has been, is being and may be further amended, replaced, restated, modified and/or extended, the “Loan Agreement”); and

Whereas, Borrower and PNC have agreed to modify the terms of the Loan Agreement as set forth in this Agreement.

Now, therefore, in consideration of PNC’s continued extension of credit and the agreements contained herein, the parties agree as follows:

(I)  The definition of “EBITDA ” as set forth in Section 1.2 of the Loan Agreement is hereby deleted and replaced with the following definition to read as follows:

“EBITDA” shall mean for any period the sum of (i) Earnings Before Interest and Taxes for such period plus (ii) depreciation expenses for such period, plus (iii) amortization expenses for such period; specifically excluding however legal and advisory fees associated with any merger or acquisition activity in connection with the Borrower, said fees not to exceed the sum of $1,000,000 in the aggregate.