Exhibit 10.11


 


[EXECUTION COPY]


 


FIFTH
AMENDMENT TO CREDIT AGREEMENT


 


This FIFTH AMENDMENT, dated
as of December 11, 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.


 


“Fifth 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 Fifth Amendment Effective Date, the Existing Credit
Agreement is hereby amended in accordance with this Article.


 


SECTION 2.1.  Amendment to Article I.  Article I of the Existing Credit
Agreement is hereby amended in accordance with Sections 2.1.1 through 2.1.2.


 


SECTION 2.1.1.  The definitions of “Net Income”, “Revolving
Loan Commitment Amount” and “Stated Maturity Date” appearing in Section 1.1
of the Existing Credit Agreement are hereby amended in their entirety to read
as follows:


 


“Net
Income” means, for any period, the aggregate of all amounts (exclusive of
all amounts in respect of any (i) losses or gains from the valuation of
inventory due solely to changes in the market price of zinc, (ii) extraordinary
gains or (iii) extraordinary losses) which would be included as net income
on the consolidated financial statements of the Borrowers and their
Subsidiaries for such period.


 


“Revolving
Loan Commitment Amount” means, on any date, $25,000,000, as such amount may
be reduced from time to time, in each case pursuant to Section 2.2.


 


“Stated
Maturity Date” means December 31, 2011.


 


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


 


(a) 
The definition of “Consolidated Working Capital Adjustment” appearing in Section 1.1
of the Existing Credit Agreement is hereby amended by inserting the words “, provided,
that any losses or gains from the valuation of inventory due solely to changes in
the market price of zinc during such period shall be added back to (or, in the
case of such gains, deducted from) Consolidated Working Capital as of the end
of such period” at the end;


 


(b) 
The definition of “EBITDA” appearing in Section 1.1 of the Existing Credit
Agreement is hereby amended by inserting the words “, (B) to the extent
included in Net Income for such period, any non-recurring reasonable out of
pocket expenses paid to third parties who are not Obligors, including legal,
accounting and due diligence, in connection with any unconsummated acquisition
that would be a Permitted Acquisition if such acquisition was consummated shall
be removed, in an aggregate amount not to exceed $500,000 in any consecutive
twelve-month period and (C)” in place of “and (B)”.


 


SECTION 2.2.  Amendment to Article III.  Article III of the Existing Credit
Agreement is hereby amended in accordance with Sections 2.2.1 through 2.2.2


 


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SECTION 2.2.1.  Clause (c) of Section 3.1.1 of the
Existing Credit Agreement is hereby amended 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) plus (in addition to such percentage), the Dollar amount
indicated, in the case of January 31, 2009, April 30, 2009, July 31,
2009 and October 31, 2009 as follows:


 


	
  Period

  	
   

  	
  Percentage and/or Specified

  Dollar Amount of Required 

  Principal Repayment

  
	
   

  	
   

  	
   

  
	
  October 31, 2007 through and including October 31, 2008

  	
   

  	
  0.25%

  
	
   

  	
   

  	
   

  
	
  January 31, 2009

  	
   

  	
  0.25% plus $1,000,000

  
	
   

  	
   

  	
   

  
	
  April 30, 2009

  	
   

  	
  0.25% plus $5,000,000

  
	
   

  	
   

  	
   

  
	
  July 31, 2009

  	
   

  	
  0.25% plus $2,000,000

  
	
   

  	
   

  	
   

  
	
  October 31, 2009

  	
   

  	
  1.25% plus $2,000,000

  
	
   

  	
   

  	
   

  
	
  January 31, 2010 through (and including) October 31, 2011

  	
   

  	
  1.25%

  
	
   

  	
   

  	
   

  
	
  Stated Maturity Date for Term Loans

  	
   

  	
  the then outstanding principal amount of all Term Loans

  



 


SECTION 2.2.2.  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 extent such prepayments reduce the Revolving Loan Commitment 


 


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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, April 30, 2009, July 31,
2009 and October 31, 2009, any prepayment otherwise required under this
clause shall be reduced by $1,000,000, $5,000,000, $2,000,000 and $2,000,000
(respectively) of principal repayments scheduled under clause (c) of
this Section for such Fiscal Quarter (and (in the case of this clause
(f)(A) only) with respect to each such Fiscal Quarter, such required
specified Dollar amount of 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 required specified Dollar amount of principal
repayments scheduled under clause (c) of this Section shall
not be subject to reduction based upon the unused Revolving Loan Commitment
availability requirements set forth in clause (f)(B) above.


 


SECTION 2.3.  Amendment to Article VII.  Article VII of the Existing Credit
Agreement is hereby amended in accordance with Sections 2.3.1 through 2.3.2.


 


SECTION 2.3.1.  Clause (g) of Section 7.2.3 of the
Existing Credit Agreement is hereby amended in its entirety to read as follows:


 


(g) 
Liens incurred or deposits made in the ordinary course of business (i) in
connection with worker’s compensation, unemployment insurance or other forms of
governmental insurance or benefits, (ii) to secure performance of tenders,
statutory obligations, bids, leases or other similar obligations (other than
for borrowed money) entered into in the ordinary course of business, or (iii) to
secure obligations on surety and appeal bonds or performance bonds; provided,
that Liens on no more than $1,000,000 of cash and Cash Equivalent Investments
(in the aggregate) shall at any time be permitted to secure obligations arising
under clauses (g)(ii) and (g)(iii).


 


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SECTION 2.3.2.  A new Section 7.2.17 is hereby added to
the Existing Credit Agreement, to read in its entirety as follows:


 


SECTION 7.2.17.  Bonding Agreement.  Neither the Borrower nor SCC shall, at any
time on or prior to October 31, 2009, agree to any amendment, supplement
or other modification to the terms of the General Indemnity Agreement, made as
of October 23, 2008, among the Borrower, SCC and Corinthian Equity Fund,
L.P. (“CEF”) (as “Indemnitors”) and Capitol Indemnity Corporation and
Platte River Insurance Company (as “Surety”) that would have the effect of
releasing or diminishing the obligations of CEF thereunder as such General
Indemnity Agreement is in effect on October 23, 2008.


 


SECTION 2.4.  Amendment to Article VIII.  Article VIII of the Existing Credit
Agreement is hereby amended in accordance with Section 2.4.1.


 


SECTION 2.4.1.  A new Section 8.1.13 is hereby added to
the Existing Credit Agreement, to read in its entirety as follows:


 


SECTION 8.1.13.  Bonding Documents.  At any time on or prior to October 31,
2009, Corinthian Equity Fund, L.P. (“CEF”) shall fail to be a party to
the General Indemnity Agreement, made as of October 23, 2008, among the
Borrower, SCC and CEF (as “Indemnitors”) and Capitol Indemnity Corporation and
Platte River Insurance Company (as “Surety”), as such General Indemnity
Agreement is in effect on October 23, 2008.


 


ARTICLE III

CONDITIONS TO EFFECTIVENESS


 


SECTION 3.1.  Fifth Amendment Effective Date.  This Amendment shall become effective as of
the date first written above (the “Fifth Amendment Effective Date”),
when the conditions set forth in this Article 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 Sabre, SCC, Holdings, the Borrowers and the Required
Lenders.


 


SECTION 3.1.2.  Invoice Payment.  The Administrative Agent shall have received
evidence that the invoice of the Administrative Agent’s counsel, Allen &
Overy LLP, dated September 10, 2008 shall have been paid in full.


 


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 


 


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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) 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.


 


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 


 


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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/
  C. Kenneth Clay

  
	
   

  	
   

  	
  Title:
  VP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SABRE
  COMMUNICATIONS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  C. Kenneth Clay

  
	
   

  	
   

  	
  Title:
  VP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SABRE
  INDUSTRIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Peter Van Raalte

  
	
   

  	
   

  	
  Title:
  Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CELLXION, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James M. Tholey

  
	
   

  	
   

  	
  Title: EVP & CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CELLXION WIRELESS
  SERVICES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James M. Tholey

  
	
   

  	
   

  	
  Title: EVP & CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DRESDNER BANK AG NEW YORK
  BRANCH

  
	
   

  	
  [NAME OF LENDER]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig Meisner

  
	
   

  	
   

  	
  Title: Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ryan Flohre

  
	
   

  	
   

  	
  Title: Vice President