Exhibit 10.9


 


EXECUTION
COPY


 


THIRD
AMENDMENT TO CREDIT AGREEMENT


 


This THIRD AMENDMENT, dated
as of July 18, 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.


 


“Third 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 Third 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 Section 2.1.1.


 


SECTION 2.1.1.  Section 1.1 of the Existing Credit
Agreement is hereby amended as follows:


 


(a) 
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.


 


(b) 
The following new terms are added to Section 1.1 of the Existing Credit
Agreement, to read in their entirety as follows:


 


“CEF” means
Corinthian Equity Fund, L.P. a Delaware limited partnership.


 


“CEF Agreement” means the agreement,
dated as of July 18, 2008, executed and delivered by an Authorized Officer
of CEF pursuant to the terms of the Third Amendment, dated as of July 18, 2008,
to this Agreement, in form of Exhibit A to such Third Amendment, as
amended, supplemented, amended and restated or otherwise modified from time to
time.


 


SECTION 2.2.  Amendment to Article III.  Article III of the Existing Credit
Agreement is hereby amended in accordance with Section 2.2.1.


 


SECTION 2.2.1.  A new clause (l) is added to added to Section 3.1.1
of the Existing Credit Agreement, to read in its entirety as follows:


 


(l) 
The Administrative Agent shall apply amounts paid under the CEF Agreement upon
receipt to the outstanding principal amount of Term Loans, in inverse order of
maturity.  Such prepayment shall not be
construed as a Cure Right, or otherwise be deemed to be a waiver of any Default
or forebearance of remedies available to the Secured Parties.


 


SECTION 2.3.  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.”


 


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ARTICLE III

CONDITIONS TO EFFECTIVENESS


 


SECTION 3.1.  Third Amendment Effective Date.  This Amendment shall become effective as of
the date first written above (the “Third Amendment Effective Date”) when
the conditions set forth in Section 3.1.1 and Section 3.1.2
shall have been satisfied.


 


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 Holdings, Sabre, SCC,
the Borrowers and the Required Lenders.


 


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.


 


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.


 


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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.


 


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.


 


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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

  



 


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