SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

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

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:

     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

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.

      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:

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

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).

      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.

      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.

      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.

      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

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,

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.

      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.

      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

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

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

(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.

      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

(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.

       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

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

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.

      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.

      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).

      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

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

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.

      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,

     (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

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

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).

      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

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.

      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

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

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.

      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.

      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.

      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

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.

               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

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

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

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.

               (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.

               (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,

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:

               (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

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

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

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

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 assur