Exhibit 10.12


 


EXECUTION
COPY


 


SIXTH
AMENDMENT TO CREDIT AGREEMENT


 


This SIXTH AMENDMENT, dated
as of October 16, 2009 (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

AMENDMENT TO THE

EXISTING CREDIT AGREEMENT


 


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


 


SECTION 1.1.  Clause (i) of Section 7.2.5 of the
Existing Credit Agreement is amended to insert “$350,000” in place of “$100,000.”


 


ARTICLE II

WAIVER


 


 


Effective
on (and subject to the occurrence of) the Sixth Amendment Effective Date, the
parties agree to the following waiver under the Existing Credit Agreement.


 


SECTION 2.1.  Reference is made to the proposed expansion
of Borrowers’ Alvarado, Texas facility (the “Expansion”), which Expansion shall
be financed through an amendment of Borrowers’ existing sale-leaseback
transaction with an affiliate of WP Carey (the “Add-on Sale Leaseback
Transaction”).  Reference is also made to
that certain Leasehold Deed of Trust, Assignment of Leases and Rents, Security
Agreement and Fixture Filing dated as of August 1, 


 

















 


2008
made by Sabre Communications Corporation and CellXion, LLC in favor of Chicago
Title Insurance Company, as trustee for the benefit of Administrative Agent
(the “Existing Mortgage”).  The Lenders
agree that, notwithstanding anything to the contrary in the Existing Credit
Agreement and each other Loan Document, any Security Agreement and the Existing
Mortgage, (i) the Add-on Sale Leaseback Transaction may be consummated and
(ii) as a result of such consummation, no prepayment of any Loan shall be
due (and in connection with the foregoing, Lenders waive any violation that
might otherwise occur and any prepayment that might otherwise arise, in each
case solely in connection with such consummation were such consummation to be
effected without the benefit of this waiver). 
Borrowers represent and agree that the Expansion will, upon
construction, automatically be subject to the lien of the Existing Mortgage.


 


ARTICLE III

CONDITIONS TO EFFECTIVENESS


 


SECTION 3.1.  Sixth Amendment Effective Date.  This Amendment shall become effective as of
the date first written above (the “Sixth 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.


 


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) 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.


 


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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 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.


 


3

















 


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: E.V.P
  & C.F.O

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SABRE
  INDUSTRIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Peter Van Raalte

  
	
   

  	
   

  	
  Title:
  Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CELLXION, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James M. Tholey

  
	
   

  	
   

  	
  Title: E.V.P &
  C.F.O

  
	
   

  	
   

  	
   

  
	
   

  	
  CELLXION WIRELESS
  SERVICES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James M. Tholey

  
	
   

  	
   

  	
  Title: E.V.P &
  C.F.O

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMERZBANK AG (FORMERLY
  DRESDNER BANK AG ACTING THROUGH ITS LENDING OFFICE, DRESDNER BANK AG, NEW
  YORK BRANCH)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian M. Smith

  
	
   

  	
   

  	
  Title: Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig Meisner

  
	
   

  	
   

  	
  Title: Managing Director