Exhibit 10.13


 


[EXECUTION COPY]


 


SEVENTH AMENDMENT


TO


CREDIT AGREEMENT


 


This SEVENTH AMENDMENT, dated as of April 2, 2010 (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”), 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”);


 


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


 


SECTION 1.1. 
Clause (a) of Section 7.2.4 of the Existing Credit Agreement
is hereby amended  to add the following
language at the end:


 


Solely
for purposes of the foregoing, with respect to determining EBITDA for the
periods ended January 31, 2010 and April 30, 2010, respectively,
there shall be an add-back of unusual and non-recurring expenses, including the
following: Salt River Project Rework, overtime related to Salt River Project
Rework, re-bonding fees incurred in connection with the elimination of the
requirement for a $5 million Letter of Credit held by a former 


 

















 


surety,
a write-down of the potential receivable related to claims filed with the
insurance company of the galvanizer builder, accrual for US cellular rebate,
costs for replacement of Hayden Tower located in California (insurance
deductable) and an accrual for obsolete/slow moving tower inventory on the
books of Cellxion.


 


ARTICLE II

WAIVER


 


 


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


 


SECTION 2.1. 
Reference is made to the mandatory prepayment in respect of Excess Cash
Flow set forth in clause (f) of Section 3.1.1 of the Existing Credit
Agreement.  The Lenders agree that,
notwithstanding anything to the contrary in the Existing Credit Agreement and
each other Loan Document, with respect to any mandatory prepayment that would
be due for the quarter ended January 31, 2010, no such mandatory
prepayment shall be due until April 15, 2010 (and in connection with the
foregoing, Lenders waive any violation that might otherwise occur and any
penalty that might otherwise arise without the benefit of this waiver).


 


SECTION 2.2. 
Reference is made to the delivery of an unaudited consolidated balance
sheet of the Borrowers and their Subsidiaries as of the end of each Fiscal
Quarter and consolidated statements of income and cash flow of the Borrowers
and their Subsidiaries for such Fiscal Quarter pursuant to clause (a) of Section 7.1.1
of the Existing Credit Agreement.  The
Lenders agree that, notwithstanding anything to the contrary in the Existing
Credit Agreement and each other Loan Document, with respect to the quarter
ended January 31, 2010, no such balance sheet and consolidated statements
of income and cash flow shall be due until April 15, 2010 (and in
connection with the foregoing, Lenders waive any violation that might otherwise
occur and any penalty that might otherwise arise without the benefit of this
waiver).


 


SECTION 2.3. 
Reference is made to the delivery of an unaudited consolidated balance
sheet of the Borrowers and their Subsidiaries as of the end of each month and
consolidated statements of income and cash flow of the Borrowers and their
Subsidiaries for such month pursuant to clause (l) of Section 7.1.1
of the Existing Credit Agreement.  The
Lenders agree that, notwithstanding anything to the contrary in the Existing
Credit Agreement and each other Loan Document, with respect to the months of February and
March, 2010, respectively, no such balance sheet and consolidated statements of
income and cash flow shall be due until 60 days after the end of each such
month (and in connection with the foregoing, Lenders waive any violation that
might otherwise occur and any penalty that might otherwise arise without the
benefit of this waiver).


 


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ARTICLE III

CONDITIONS TO EFFECTIVENESS


 


SECTION 3.1. 
Seventh Amendment Effective Date. 
This Amendment shall become effective as of the date first written above
(the “Seventh Amendment Effective Date”), when the conditions set forth
in this Article shall have been satisfied.


 


SECTION 3.2. 
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.


 


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 


 


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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

  
	
   

  	
   

  	
  Name:
  Peter Van Raalte

  
	
   

  	
   

  	
  Title:
  Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SABRE
  COMMUNICATIONS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James M. Tholey

  
	
   

  	
   

  	
  Name:
  James M. Tholey

  
	
   

  	
   

  	
  Title:
  Executive VP and CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SABRE
  INDUSTRIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Peter Van Raalte

  
	
   

  	
   

  	
  Name:
  Peter Van Raalte

  
	
   

  	
   

  	
  Title:
  Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CELLXION, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James M. Tholey

  
	
   

  	
   

  	
  Name:
  James M. Tholey

  
	
   

  	
   

  	
  Title:
  Executive VP and CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CELLXION WIRELESS
  SERVICES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James M. Tholey

  
	
   

  	
   

  	
  Name:
  James M. Tholey

  
	
   

  	
   

  	
  Title:
  Executive VP and CFO

  



 

















 


	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Brian M. Smith

  
	
   

  	
   

  	
  Name:
  Brian M. Smith

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Craig Meisner

  
	
   

  	
   

  	
  Name:
  Craig Meisner

  
	
   

  	
   

  	
  Title:
  Managing Director