Exhibit
10.8


 


[EXECUTION
COPY]


 


SECOND AMENDMENT TO CREDIT
AGREEMENT


 


This SECOND AMENDMENT, dated
as of July 16, 2008 (this “Amendment”), to the Existing Credit
Agreement referred to below, is among SABRE COMMUNICATIONS HOLDINGS, INC., a
Delaware corporation, SABRE COMMUNICATIONS CORPORATION, an Iowa corporation,
SABRE INDUSTRIES, INC., a Delaware corporation, CELLXION, LLC, a Delaware
limited liability company, and CELLXION WIRELESS SERVICES, LLC, a Delaware
limited liability company (collectively referred to as the “Borrowers”
and individually referred to as a “Borrower”), and the Lenders (such
capitalized term, and other capitalized terms used in this preamble or the
recitals, have the meanings set forth in Article I)  parties hereto.


 


W I T N E S S E T H:


 


WHEREAS, the Borrowers,
various financial institutions (the “Lenders”) and Dresdner Bank AG New
York and Grand Cayman Branches, as Administrative Agent are parties to a Credit
Agreement, dated as of June 26, 2007 (as amended or otherwise modified
prior to the date hereof, the “Existing Credit Agreement”); and


 


WHEREAS, such parties have
agreed, subject to the terms and conditions hereinafter set forth, to amend the
Existing Credit Agreement in certain respects as provided below (the Existing
Credit Agreement, as so amended by this Amendment, being referred to as the “Credit
Agreement”);


 


NOW, THEREFORE, in
consideration of the agreements herein contained, the parties hereto agree as
follows:


 


ARTICLE
I

DEFINITIONS


 


SECTION 1.1.  Certain Definitions.  The following terms (whether or not
underscored) when used in this Amendment shall have the following meanings
(such meanings to be equally applicable to the singular and plural form
thereof):


 


“Amendment” is
defined in the preamble.


 


“Borrower” and “Borrowers”
are defined in the preamble.


 


“Credit Agreement” is
defined in the second recital.


 


“Existing Credit
Agreement” is defined in the first recital.


 


“Second Amendment
Effective Date” is defined in Article III.


 


“Lenders” is defined
in the first recital.


 


SECTION 1.2.  Other Definitions.  Capitalized terms for which meanings are
provided in the Existing Credit Agreement are, unless otherwise defined herein
or the context otherwise requires, used in this Amendment with such meanings.


 

















 


ARTICLE
II

AMENDMENTS TO THE

EXISTING CREDIT AGREEMENT


 


Effective on (and subject to
the occurrence of) the Second Amendment Effective Date, the Existing Credit
Agreement is hereby amended in accordance with this Article.


 


SECTION 2.1.  Amendments to Article I.  Article I of the Existing Credit
Agreement is hereby amended in accordance with Sections 2.1.1 through 2.1.3.


 


SECTION 2.1.1.  The definitions of “Applicable Margin” and “Total
Debt” appearing in Section 1.1 of the Existing Credit Agreement are hereby
amended in their entirety to read as follows:


 


“Applicable Margin”
means (i) with respect to Term Loans and Revolving Loans maintained as
LIBO Rate Loans, 3.25% and 3.00%, respectively, and (ii) with respect to
Term Loans and Revolving Loans maintained as Base Rate Loans, 2.25% and 2.00%
respectively.


 


“Total Debt” means, on
any date, the sum of (a) the outstanding principal amount of all
Indebtedness of the Borrowers and their Subsidiaries of the type referred to in
clause (a) on such date  minus
the amount deposited in the Escrow Account on such date; (b) the
outstanding principal amount of all Indebtedness of the Borrowers and their
Subsidiaries of the type referred to in clause (b) on such date; (c) the
outstanding amount of all Indebtedness of the Borrowers and their Subsidiaries
of the type referred to in clause (c) and clause (f), in
each case of the definition of “Indebtedness” (exclusive of intercompany
Indebtedness between any of the Borrowers and the Subsidiaries) on such date;
and (d) any Contingent Liability in respect of any of the foregoing on
such date.


 


SECTION 2.1.2.  Article I of the Existing Credit
Agreement is further amended as follows:


 


(a)           The definition of “Excess Cash Flow”
appearing in Section 1.1 of the Existing Credit Agreement is hereby
amended by deleting the references to “Fiscal Year” and replacing them with “Fiscal
Quarter”.


 


(b)           The definition of “Indebtedness”
appearing in Section 1.1 of the Existing Credit Agreement is hereby
amended by adding the following sentence to the end, to read in its entirety as
follows:


 


For purposes of Section 8.1.5
only, Indebtedness shall be deemed to include the monetary obligations arising
under the documents evidencing the Permitted Sale-Leasebacks.


 


2

















 


(c)           The definition of “Obligor” appearing
in Section 1.1 of the Existing Credit Agreement is hereby amended by
adding the following words to the end of such definition:


 


, and, for purposes of Article VIII,
CEF.


 


(d)           The following new terms are added to Section 1.1,
to read in their entirety as follows:


 


“CEF”
means Corinthian Equity Fund I, a             
            .


 


[“CEF Agreement”]
means the agreement executed and delivered by an Authorized Officer of CEF
pursuant to the terms of the Second Amendment, dated as of July 16, 2008,
to this Agreement, in form and substance approved by the Administrative Agent,
as amended, supplemented, amended and restated or otherwise modified from time
to time.


 


“Galvanizer Capital Expenditures”
means all Capital Expenditures arising under or in connection with the
purchase, installation, assembly, construction, or initial operation of the
galvanizer project located in Alvarado, Texas (exclusive of zinc and real
property).


 


“Mineral Rights
Disposition” means any lease of mineral rights at the Shreveport facility
and at the Alvarado facility, in each case together with the related royalty
rights and payments.


 


SECTION 2.1.3.  Section 1.4 of the Existing Credit
Agreement is hereby amended by adding a new sentence at the end of such
Section, to read in its entirety as follows:


 


The Borrowers agree that all
payments in respect of royalty rights from the Mineral Rights Dispositions
shall be accounted for and recorded on the books and records of the Borrowers
in accordance with GAAP.


 


SECTION 2.2.  Amendments to Article III.  Article III of the Existing Credit
Agreement is hereby amended in accordance with Sections 2.2.1 through 2.2.5.


 


SECTION 2.2.1.  Clause (c) of Section 3.1.1 of the
Existing Credit Agreement is hereby amended and restated in its entirety to
read as follows:


 


On the applicable Stated
Maturity Date for Term Loans and on each Quarterly Payment Date occurring
during the period set forth below, the Borrowers, jointly and severally, shall
make a scheduled repayment of Term Loans equal to the percentage of the
aggregate outstanding principal amount of Closing Date Term B Loans and Delayed
Draw Term B Loans (immediately after the making of the Delayed Draw Term B
Loans on the Acquisition Date) or, in the case of January 31, 2009 and April 30,
2009, in the Dollar amount, set forth in the table below opposite the Stated
Maturity Date or such Quarterly Payment Date, as applicable:


 


	
  Period

  	
   

  	
  Percentage of Required

  Principal Repayment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  October 31, 2007
  through (and including) July 31, 2009

  	
   

  	
  0.25%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  January 31, 2009 and
  April 30, 2009

  	
   

  	
  $5,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  October 31, 2009
  through (and including) March 31, 2014

  	
   

  	
  1.25%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Stated Maturity Date for
  Term Loans

  	
   

  	
  the then outstanding principal amount of all Term Loans

  	
   

  



 


3

















 


SECTION 2.2.2.  Clause (e) of Section 3.1.1 of the
Existing Credit Agreement is hereby amended and restated in its entirety to
read as follows:


 


(e)  Within three
Business Days following any Borrower’s or any Subsidiary’s receipt of Net
Disposition Proceeds or Net Casualty Proceeds, the Borrowers, jointly and
severally, shall prepay outstanding Loans in an amount equal to such Net
Disposition Proceeds or Net Casualty Proceeds; provided that (except in
the case of a Permitted Sale-Leaseback), if an Authorized Officer of any
Borrower delivers to the Administrative Agent a certificate on or prior to the
date that a prepayment would otherwise be required pursuant to the foregoing
certifying that the Borrowers intend to apply all or a portion of the Net
Disposition Proceeds or Net Casualty Proceeds (with the amount to be reinvested
referred to as the “Reinvestment Amount”) within 180 days, in each case
following receipt of such proceeds to acquire property (including in connection
with a Permitted Acquisition) that will be subject to a Lien under a Loan
Document, and certifying that no Default has occurred and is continuing, then
no prepayment of the Reinvestment Amount shall be required pursuant to this
clause until the expiration of such 180-day period at which time a prepayment
shall be required in an amount equal to the Net Disposition Proceeds or Net
Casualty Proceeds that have not been so applied.  Net Disposition Proceeds from any Permitted
Sale-Leaseback shall not be entitled to be reinvested in accordance with the
foregoing terms.


 


SECTION 2.2.3.  Clause (f) of Section 3.1.1 of the
Existing Credit Agreement is hereby amended in its entirety to read as follows:


 


(f)  Within 90 days
after the close of the 2008 Fiscal Year, and thereafter within 45 days after
the close of each Fiscal Quarter (beginning with the close of the Fiscal
Quarter ending October 31, 2008), the Borrowers, jointly and severally,
shall make a mandatory prepayment of the Loans in an amount equal to (i) the
ECF Percentage of the Excess Cash Flow (if any) for such Fiscal Quarter minus
(ii) the aggregate amount during such Fiscal Quarter of voluntary prepayments
of outstanding Term Loans and to the


 


4

















 


extent such prepayments
reduce the Revolving Loan Commitment Amount, outstanding Revolving Loans (provided,
that not more than $2,000,000 in any Fiscal Quarter shall be applied to reduce
the Revolving Loan Commitment Amount); provided, further, that (A) for
the Fiscal Quarters ending January 31, 2009 and June 30, 2009, any
prepayment otherwise required under this clause shall be reduced by the
required principal repayment of $5,000,000 for each respective Fiscal Quarter
(and (in the case of this clause (f)(A) only) with respect to each
such Fiscal Quarter, such $5,000,000 principal repayment shall not be included
as a reduction to Excess Cash Flow as otherwise required under clause (b) of
the definition thereof) and (B) for any given Fiscal Quarter, to the extent
that any prepayment otherwise required under this clause would result in the
amount available under the Revolving Loan Commitment to be less than $7,500,000
following such prepayment, such prepayment shall be reduced by the amount
necessary to result in the amount available under the Revolving Loan Commitment
to be at least $7,500,000 following such prepayment.  For purpose of calculating the unused
Revolving Loan Commitment, any unrestricted cash on the balance sheet of the
Borrowers in excess of $500,000 shall be deducted from the principal amount of Revolving
Loans then outstanding.  Furthermore, the
first $5,000,000 of principal repayments scheduled under clause (c) of
this Section for Fiscal Quarters ending January 31, 2009 and April 30,
2009 shall not be subject to reduction based upon the unused Revolving Loan Commitment
availability requirements set forth in clause (f)(B) above.


 


SECTION 2.2.4.  Clause (j) of Section 3.1.1 of the
Existing Credit Agreement is hereby amended in its entirety to read as follows:


 


(j)  The Borrowers
shall make, or cause to be made, a mandatory prepayment of the Term Loans in an
amount equal to 100% of the Escrow Amount in excess of $6,600,000 to which the
Obligors are entitled to, and which they do, receive pursuant to the terms of
the Purchase Agreement, within one Business Day following the date on which
such Obligor receives any funds from the Escrow Account in excess of
$6,600,000; provided, that the Borrowers shall within one Business Day
following receipt apply the first $6,600,000 received from the Escrow Account
to a mandatory repayment of Revolving Loans.


 


SECTION 2.2.5.  Clause (b) of Section 3.1.2 of the
Existing Credit Agreement is hereby amended by adding a new sentence to the end
of such clause, to read in its entirety as follows:


 


Notwithstanding the
foregoing sentence or any other term of this Agreement to the contrary, Net
Disposition Proceeds (i) in an 


 


5

















 


aggregate amount of up to
the first $24,000,000 and in excess of $26,000,000, in each case generated in
respect of Permitted Sale-Leasebacks shall be applied as required by this
Agreement to prepay the Term Loans (and excluded from any Excess Cash Flow
prepayment) and (ii) (A) in excess of $24,000,000 but less than
$26,000,000 from Permitted Sale-Leasebacks (referred to as the “SLB Retained
Amount”), and (B) in respect of the initial payment made by the lessee
to the applicable Borrower in connection with Mineral Rights Dispositions
(which, for the avoidance of doubt, shall not include any subsequent royalty
payments made thereunder), in each case under this clause (ii) as
notified by the Borrowers to the Administrative Agent at the time of
consummation of the applicable Permitted Sale-Leaseback or Mineral Rights
Disposition, shall be applied to repay the outstanding principal amount of the
Revolving Loans instead of a prepayment of the Term Loans so long as the
Revolving Loans are repaid on (or within one Business Day following) the date
of consummation of the Permitted Sale-Leaseback or Mineral Rights Disposition.


 


SECTION 2.3.  Amendments to Article VII.  Article VII of the Existing Credit
Agreement is hereby amended in accordance with Sections 2.3.1 through 2.3.3.


 


SECTION 2.3.1.  Section 7.1.1 is hereby amended to
insert a new clause (l) which shall read as follows:


 


(l)  within 30 days
after the end of each month, an unaudited consolidated balance sheet of the
Borrowers and their Subsidiaries as of the end of such month and consolidated
statements of income and cash flow of the Borrowers and their Subsidiaries for
such month and for the period commencing at the end of the previous Fiscal Year
and ending with the end of such month, and including (in each case), in
comparative form the figures for the corresponding fiscal month in, and year to
date portion of, the immediately preceding Fiscal Year together with the
Borrowers’ sales backlog number as a footnote to such report, certified as
complete and correct by the chief financial or accounting Authorized Officer of
each Borrower (subject to normal year-end audit adjustments).


 


6

















 


SECTION 2.3.2.  The tables contained in clause (a) and
clause (b) of Section 7.2.4 of the Existing Credit Agreement are
hereby amended in their entirety to read as follows:


 


	
  Period

  	
   

  	
  Leverage Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  04/30/08 through (and
  including) 01/31/09

  	
   

  	
  4.85:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  04/30/09 through (and
  including) 07/31/09

  	
   

  	
  4.50:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10/31/09 through (and
  including 01/31/10

  	
   

  	
  4.00:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  04/30/10 through (and
  including) 07/31/10

  	
   

  	
  3.50:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10/31/10 through (and
  including) 01/31/11

  	
   

  	
  3.25:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  04/30/11 and thereafter

  	
   

  	
  3.00:1.00

  	
   

  



 


	
  Period

  	
   

  	
  Interest Coverage

  Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  04/30/08

  	
   

  	
  2.15:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  07/31/08 through (and
  including) 01/31/09

  	
   

  	
  2.25:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  04/30/09 through (and
  including) 07/31/09

  	
   

  	
  2.90:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10/31/09 through (and
  including) 01/31/10

  	
   

  	
  3.25:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  04/30/10 through (and
  including) 07/31/10

  	
   

  	
  3.50:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10/31/10 through (and
  including) 01/31/11

  	
   

  	
  3.75:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  04/30/11and thereafter

  	
   

  	
  4.00:1.00

  	
   

  



 


For purposes of the
foregoing, (i) with respect to any period prior to and including the period
ended July 31, 2008, all cash payments in excess of cost of sales to a Borrower
or its Subsidiaries that are made in full which have been received from a
customer for shelters and towers that have


 


7

















 


been received from a
customer for shelters and towers that have been completed but have not yet been
shipped shall be deemed to be included in EBITDA for such period, and (ii) with
respect to the period ended July 31, 2008, Total Debt for such period will
be deemed to be reduced by Net Disposition Proceeds used to reduce Term Loans in
connection with proceeds from the Permitted Sale-Leasebacks; provided
such Permitted Sale-Leaseback transactions are consummated, and the Term Loans are
so prepaid, prior to August 31, 2008.


 


SECTION 2.3.3.  Section 7.2.7 of the Existing Credit Agreement
is hereby amended by (i) adding “(a)” after the section heading, and (ii) adding
a new clause (b), to read in its entirety as follows:


 


(b) No Borrower shall,
and no Borrower shall permit any of its Subsidiaries to, make or commit to make
any Galvanizer Capital Expenditures in any Fiscal Year which aggregate in
excess of the amount set forth below opposite such Fiscal Year:


 


	
  Fiscal
  Year

  	
   

  	
  Galvanizer

  Capital Expenditure

  	
   

  
	
  2008

  	
   

  	
  $

  	
  8,500,000

  	
   

  
	
  2009

  	
   

  	
  $

  	
  4,750,000

  	
   

  



 


SECTION 2.4.  Amendment to Article VIII.  Clause (b) of Section 8.1.3 of
the Existing Credit Agreement is hereby amended by adding “, the [CEF
Agreement,],” after the words “the Subsidiary Guaranty.”


 


ARTICLE
III

CONDITIONS TO EFFECTIVENESS


 


SECTION 3.1.  Second Amendment Effective Date.  This Amendment (other than as to the changes
to Section 7.2.4 of the Existing Credit Agreement) shall become effective as
of the date first written above (the “Second Amendment Effective Date”),
when the conditions set forth in Section 3.1.1 and Section 3.1.2
shall have been satisfied.  The
amendments to Section 7.2.4 of the Existing Credit Agreement shall become
effective as of the date first written above when the conditions set forth in Sections
3.1.1 through 3.1.3 shall have been satisfied.  Notwithstanding the foregoing, the amendments
to Section 7.2.4 of the Existing Credit Agreement shall not become
effective unless the conditions set forth below have been satisfied no later
than 5:00 p.m. on August 31, 2008.


 


SECTION 3.1.1.  Execution of Counterparts.  The Administrative Agent shall have received
counterparts of this Amendment, which shall have been duly executed and
delivered on behalf of the Borrower and each Lender.


 


SECTION 3.1.2.  CEF Agreement.  The Administrative Agent shall have received
a copy of the CEF Agreement, executed and delivered on behalf of an Authorized
Officer of CEF and the Administrative Agent.


 


SECTION 3.1.3.  Consummation of Permitted Sale-Leasebacks.  Each Permitted Sale-Leaseback shall have been
consummated in accordance with documentation reasonably satisfactory to the
Administrative Agent, and the Net Disposition Proceeds (other than the SLB
Retained Amount) from each such sale-leaseback shall have been applied in
accordance with Sections 3.1.1 and 3.1.2 of the Existing Credit Agreement.


 


8

















 


ARTICLE
IV

REPRESENTATIONS AND WARRANTIES


 


SECTION 4.1.  Representations.  Each Borrower hereby represents and warrants
that both before and after giving effect to this Amendment, (i) the
representations and warranties contained in Article VI of the Existing
Credit Agreement are true and correct in all material respects on and as of the
date hereof as though made on and as of such date (except for those which by
their terms expressly relate to an earlier date, which were true and correct in
all material respects as of such date), (ii) both before and after giving
effect to the transactions contemplated herein, no Default or Event of Default
has occurred and is continuing on and as of the date hereof and after giving
effect to the transactions contemplated herein, (iii) it has the power and
authority to execute and deliver this Amendment and to perform its obligations
hereunder and has taken all necessary action to authorize the execution,
delivery and performance by it of this Amendment, and (iv) it has duly
executed and delivered this Amendment, and this Amendment constitutes its
legal, valid and binding obligation enforceable in accordance with its terms
except as the enforceability thereof may be limited by bankruptcy, insolvency
or other similar laws affecting the rights of creditors generally or by general
principles of equity.


 


ARTICLE
V

MISCELLANEOUS


 


SECTION 5.1.  Cross-References.  References in this Amendment to any Article or
Section are, unless otherwise specified or otherwise required by the
context, to such Article or Section of this Amendment.


 


SECTION 5.2.  Loan Document Pursuant to Existing Credit
Agreement.  This Amendment is a Loan
Document executed pursuant to the Existing Credit Agreement and shall be
construed, administered and applied in accordance with all of the terms and
provisions of the Existing Credit Agreement.


 


SECTION 5.3.  Successors and Assigns.  This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.


 


SECTION 5.4.  Counterparts.  This Amendment may be executed by the parties
hereto in several counterparts, each of which when executed and delivered shall
be deemed to be an original and all of which shall constitute together but one
and the same agreement.


 


SECTION 5.5.  Governing Law; Entire Agreement.  THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS AMENDMENT AND THE OTHER LOAN
DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH
RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS,
WRITTEN OR ORAL, WITH RESPECT THERETO.


 


9

















 


SECTION 5.6.  Full Force and Effect; Limited Amendment.  Except as expressly amended hereby, all of
the representations, warranties, terms, covenants, conditions and other
provisions of the Existing Credit Agreement and the other Loan Documents shall
remain unchanged and shall continue to be, and shall remain, in full force and
effect in accordance with their respective terms.  The amendments set forth herein shall be limited
precisely as provided for herein to the provisions expressly amended herein and
shall not be deemed to be an amendment to, waiver of, consent to or
modification of any other term or provision of the Existing Credit Agreement or
any other Loan Document or of any transaction or further or future action on
the part of any Obligor which would require the consent of the Lenders under
the Existing Credit Agreement or any of the Loan Documents.


 


SECTION 5.7.  Lien Release.  The Lenders hereby authorize the
Administrative Agent to deliver the necessary releases reasonably requested by
the Borrowers to evidence the release of the Secured Parties’ Liens on the
collateral securing the Obligations which is also part of the assets
constituting mineral rights Disposed of in a Mineral Rights Disposition.


 


10

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed by their respective
officers as of the day and year first above written.


 


	
   

  	
  SABRE
  COMMUNICATIONS HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Peter Van Raalte

  
	
   

  	
   

  	
  Title:
  Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SABRE
  COMMUNICATIONS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James M. Tholey

  
	
   

  	
   

  	
  Title:
  CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SABRE
  INDUSTRIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Peter Van Raalte

  
	
   

  	
   

  	
  Title:
  Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CELLXION,
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James M. Tholey

  
	
   

  	
   

  	
  Title:
  CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CELLXION
  WIRELESS SERVICES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James M. Tholey

  
	
   

  	
   

  	
  Title:
  CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DRESDNER
  BANK AG NEW YORK AND GRAND CAYMAN BRANCHES

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Craig Meisner

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Jorge
  E. Rodriguez

  
	
   

  	
   

  	
  Title:
  Managing Director

  



 


11