Exhibit 10.7


 


EXECUTION COPY


 


FIRST AMENDMENT


TO


CREDIT AGREEMENT


 


This FIRST AMENDMENT, dated as of August 10, 2007
(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, and, immediately following the consummation of the Acquisition,
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”), 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, DRESDNER BANK AG, NEW YORK
AND GRAND CAYMAN BRANCHES, as Administrative Agent for the Lenders (in such
capacity, the “Administrative Agent”), and Dresdner Kleinwort Securities
LLC, as Sole Lead Arranger and Sole Bookrunner.


 


W I T N E S S E T H:


 


WHEREAS, the Borrowers, various financial institutions
(the “Lenders”) and the 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”);


 


WHEREAS, on and after the Amendment Effective Date,
the Borrowers, Holdings and the Lead Arranger agree that Fifth Third Bank shall
be and hereby appoint Fifth Third Bank as the Swingline Lender, Issuer and
Syndication Agent, and Fifth Third Bank hereby acknowledges and accepts such
appointment; 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):


 


“Administrative
Agent” is defined in the preamble.


 

















 


“Amendment”
is defined in the preamble.


 


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


 


“Credit
Agreement” is defined in the third recital.


 


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


 


“First
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
First 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. 
The definitions of “Applicable Commitment Fee”, “Applicable Margin” and “ECF
Percentage” appearing in Section 1.1 of the Existing Credit Agreement are
hereby amended in their entirety to read as follows:


 


“Applicable
Commitment Fee” means 0.500% per annum.


 


“Applicable
Margin” means, at all times during the applicable periods set forth below:


 


(a) 
from the Closing Date to (but excluding) the Acquisition Date, (i) with
respect to Term Loans and Revolving Loans maintained as LIBO Rate Loans, 3.25%
and (ii) with respect to Term Loans and Revolving Loans maintained as Base
Rate Loans, 2.25%; and


 


(b) 
at all times from and after the Acquisition Date, (i) with respect to Term
Loans and Revolving Loans maintained as LIBO Rate Loans, 2.75% and 2.50%,
respectively, and (ii) with respect to Term Loans and Revolving Loans
maintained as Base Rate Loans, 1.75% and 1.50% respectively; provided, however,
if the Acquisition is not consummated by the Delayed Draw Term B Commitment
Termination Date, the Applicable Margin shall be as set forth in clause (a) above
(provided that the failure to consummate the Acquisition is not solely as a
result of the failure of the Lenders to fund the Delayed Draw Term B Loans on
the terms set forth 


 


2

















 


herein,
as determined by a court of competent jurisdiction in a final proceeding).


 


Notwithstanding
anything to the contrary in the foregoing, at any time after the Acquisition
Date, if the Leverage Ratio is less than or equal to 3:25:1 and no Default or
Event of Default has occurred and is continuing, the Applicable Margin with
respect to Term Loans and Revolving Loans maintained as LIBO Rate Loans or Base
Rate Loans shall be permanently reduced in each case by 0.25%.  A change in the Applicable Margin resulting
from a change in the Leverage Ratio shall become effective upon delivery (after
the Acquisition Date) by the Borrowers to the Administrative Agent of a
Compliance Certificate pursuant to clause (c) of Section 7.1.1,
and, subject to clause (c) of Section 4.7, the Leverage
Ratio set forth in such Compliance Certificate shall be used to compute the
Applicable Margin.


 


“ECF Percentage”
means, if on the last day of the applicable Fiscal Year, the  Leverage Ratio is (a) greater than
3.25:1, 75%; (b) equal to or less than 3.25:1 but greater than or equal to
1.50:1, 50%; and (c) less than 1.50:1, 0%.


 


SECTION 2.2. 
Amendment to Article II. 
The last paragraph of clause (a) of Section 2.8 of the
Existing Credit Agreement is hereby amended by deleting “0.25%” and inserting “2.25%”
in its place.


 


SECTION 2.3. 
Amendments to Article VII. 
Article VII of the Existing Credit Agreement is hereby amended in
accordance with Subparts 2.3.1 through 2.3.4.


 


SECTION 2.3.1. 
Clause (a) of Section 7.1.1 of the Existing Credit Agreement
is hereby amended and restated in its entirety to read as follows:


 


(a) 
within 45 days after the end of each of the first three Fiscal Quarters of each
Fiscal Year, an unaudited consolidated balance sheet of the Borrowers and their
Subsidiaries as of the end of such Fiscal Quarter and consolidated statements
of income and cash flow of the Borrowers and their Subsidiaries for such Fiscal
Quarter and for the period commencing at the end of the previous Fiscal Year
and ending with the end of such Fiscal Quarter, and including (in each case),
in comparative form the figures for the corresponding Fiscal Quarter 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);


 


SECTION 2.3.2. 
Clause (b) of Section 7.1.1 of the Existing Credit Agreement
is hereby amended and restated in its entirety to read as follows:


 


3

















 


(b) 
within 90 days after the end of each Fiscal Year, (i) a copy of the
consolidated balance sheet of the Borrowers and their Subsidiaries, and the
related consolidated statements of income and cash flow of the Borrowers and
their Subsidiaries for such Fiscal Year, setting forth in comparative form the
figures for the immediately preceding Fiscal Year, together with the Borrowers’
sales backlog number as a footnote to such report, audited (without any
Impermissible Qualification, provided that the Borrowers’ sales backlog number
need not be included in such review) by independent public accountants
acceptable to the Administrative Agent, and stating that, in performing the
examination necessary to deliver the audited financial statements of the
Borrowers and their Subsidiaries, no knowledge was obtained of any Event of
Default and (ii) a management discussion and analysis of the figures in
the financial statements delivered under the foregoing clause (b)(i) in
comparison with the figures for the immediately preceding Fiscal Year;


 


SECTION 2.3.3. 
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

  	
   

  	
   

  	
   

  
	
   

  	
  10/31/07 through (and
  including) 04/30/08

  	
   

  	
  4.85:1

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  07/31/08 through (and
  including) 04/30/09

  	
   

  	
  3.65:1

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  07/31/09 through (and
  including) 04/30/10

  	
   

  	
  3.20:1

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  07/31/10 through (and
  including 04/30/11

  	
   

  	
  2.50:1

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  07/31/11
  and thereafter

  	
   

  	
  2.00:1

  	
   

  	
   

  	
   

  



 


4

















 


	
   

  	
  Period

  	
   

  	
  Interest Coverage

  Ratio

  	
   

  	
   

  	
   

  
	
   

  	
  10/31/07 through (and
  including) 04/30/08

  	
   

  	
  2.15:1

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  07/31/08 through (and
  including) 04/30/09

  	
   

  	
  2.90:1

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  07/31/09 through (and
  including) 04/30/10

  	
   

  	
  3.50:1

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  07/31/10 through (and
  including) 04/30/11

  	
   

  	
  4.50:1

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  07/31/11 and thereafter

  	
   

  	
  5.50:1

  	
   

  	
   

  	
   

  



 


ARTICLE III


CONDITIONS TO EFFECTIVENESS


 


This Amendment shall become effective on the date (the
“First Amendment Effective Date”) following receipt by the
Administrative Agent of (a) counterparts hereof executed on behalf of the
Borrowers and the requisite Lenders; and (b) a Lender Assignment Agreement
duly executed and delivered by the Fifth Third Bank, as assignee and by the
Agent, as assignor.


 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES


 


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) and after giving effect to the transactions
contemplated herein, (ii) 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 corporate power and
authority to execute and deliver this Amendment and to perform its obligations
hereunder and has taken all necessary corporate 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.


 


5

















 


ARTICLE V


MISCELLANEOUS


 


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


 


SECTION 5.2. 
Loan Document Pursuant to Existing Loan 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. 
Costs and Expenses.  The Borrower
agrees to pay all costs and expenses incurred by the Administrative Agent
(including fees and expenses of counsel to the Administrative Agent) incurred
in connection with the execution and delivery of this Amendment and the other
agreements entered into in connection herewith.


 


SECTION 5.6. 
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 5.7. 
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.


 


6

















 


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., as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David J Peters

  
	
   

  	
   

  	
  Name:

  	
  David
  J Peters

  
	
   

  	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SABRE
  COMMUNICATIONS CORPORATION, as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David J Peters

  
	
   

  	
   

  	
  Name:

  	
  David
  J Peters

  
	
   

  	
   

  	
  Title:

  	
  CFO

  



 

















 


	
   

  	
  DRESDNER
  BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Craig Meisner

  
	
   

  	
   

  	
  Name:

  	
  Craig
  Meisner

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ran Sagee

  
	
   

  	
   

  	
  Name:

  	
  Ran
  Sagee

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 

















 


	
   

  	
  DRESDNER
  BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,

  
	
   

  	
  as the Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Craig Meisner

  
	
   

  	
   

  	
  Name:

  	
  Craig
  Meisner

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ran Sagee

  
	
   

  	
   

  	
  Name:

  	
  Ran
  Sagee

  
	
   

  	
   

  	
  Title: 

  	
  Director

  



 

















 


	
  ACKNOWLEDGED
  AND AGREED TO BY:

  	
   

  
	
   

  	
   

  
	
  FIFTH
  THIRD BANK

  	
   

  
	
  as
  Swingline Lender, Issuer and Syndication Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:
  

  	
  /s/
  Ashley Radel

  	
   

  
	
  Name:

  	
  Ashley
  Radel

  	
   

  
	
  Title:

  	
  Relationship Manager