Exhibit 10.6


 


[EXECUTION COPY]


 


CREDIT AGREEMENT


 


 


dated as of June 26, 2007,


 


 


among


 


 


SABRE COMMUNICATIONS HOLDINGS, INC. and


SABRE COMMUNICATIONS CORPORATION,


as the Initial Borrowers,


 


 


SABRE INDUSTRIES, INC.,


CELLXION, LLC and


CELLXION WIRELESS SERVICES, LLC,


as Borrowers pursuant to a Joinder Agreement,


 


 


VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS


FROM TIME TO TIME PARTIES HERETO,


as the Lenders,


 


and


 


DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,


as the Administrative Agent for the Lenders.








 


DRESDNER KLEINWORT SECURITIES, LLC,


as Sole Lead Arranger and Sole Bookrunner


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  I

  	
  DEFINITIONS
  AND ACCOUNTING TERMS

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 1.1.

  	
   

  	
  Defined
  Terms

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.2.

  	
   

  	
  Use
  of Defined Terms

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.3.

  	
   

  	
  Cross-References

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.4.

  	
   

  	
  Accounting
  and Financial Determinations

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  II

  	
  COMMITMENTS,
  BORROWING AND ISSUANCE PROCEDURES, NOTES AND LETTERS OF CREDIT

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.1.

  	
   

  	
  Commitments

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.2.

  	
   

  	
  Reduction
  of the Commitment Amounts

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.3.

  	
   

  	
  Borrowing
  Procedures

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.4.

  	
   

  	
  Continuation
  and Conversion Elections

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.5.

  	
   

  	
  Funding

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.6.

  	
   

  	
  Issuance
  Procedures

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.7.

  	
   

  	
  Register;
  Notes

  	
  38

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.8.

  	
   

  	
  Incremental
  Credit Extensions

  	
  39

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  	
  REPAYMENTS,
  PREPAYMENTS, INTEREST AND FEES

  	
  41

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.1.

  	
   

  	
  Repayments
  and Prepayments; Application

  	
  41

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.2.

  	
   

  	
  Interest
  Provisions

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.3.

  	
   

  	
  Fees

  	
  46

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.4.

  	
   

  	
  Guaranty

  	
  47

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  IV

  	
  CERTAIN
  LIBO RATE AND OTHER PROVISIONS

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.1.

  	
   

  	
  LIBO
  Rate Lending Unlawful

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.2.

  	
   

  	
  Deposits
  Unavailable

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.3.

  	
   

  	
  Increased
  LIBO Rate Loan Costs, etc

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.4.

  	
   

  	
  Funding
  Losses

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.5.

  	
   

  	
  Increased
  Capital Costs

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.6.

  	
   

  	
  Taxes

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.7.

  	
   

  	
  Payments,
  Computations; Proceeds of Collateral, etc

  	
  53

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.8.

  	
   

  	
  Sharing
  of Payments

  	
  54

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.9.

  	
   

  	
  Setoff

  	
  55

  



 


i

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  V

  	
  CONDITIONS
  TO CREDIT EXTENSIONS

  	
  55

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.1.

  	
   

  	
  Initial
  Credit Extension on Closing Date

  	
  55

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.2.

  	
   

  	
  Credit
  Extension on Acquisition Date

  	
  59

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.3.

  	
   

  	
  All
  Credit Extensions

  	
  65

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VI

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
  65

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.1.

  	
   

  	
  Organization,
  etc

  	
  65

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.2.

  	
   

  	
  Due
  Authorization, Non-Contravention, etc

  	
  66

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.3.

  	
   

  	
  Government
  Approval, Regulation, etc

  	
  66

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.4.

  	
   

  	
  Validity,
  etc

  	
  66

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.5.

  	
   

  	
  Financial
  Information

  	
  66

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.6.

  	
   

  	
  No
  Material Adverse Change

  	
  67

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.7.

  	
   

  	
  Litigation,
  Labor Controversies, etc

  	
  67

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.8.

  	
   

  	
  Subsidiaries

  	
  67

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.9.

  	
   

  	
  Ownership
  of Properties

  	
  67

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.10.

  	
   

  	
  Taxes

  	
  67

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.11.

  	
   

  	
  Pension
  and Welfare Plans

  	
  67

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.12.

  	
   

  	
  Environmental
  Warranties

  	
  68

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.13.

  	
   

  	
  Accuracy
  of Information

  	
  69

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.14.

  	
   

  	
  Regulations
  U and X

  	
  69

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.15.

  	
   

  	
  Solvency

  	
  69

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.16.

  	
   

  	
  Issuance
  of Subordinated Debt; Status of Obligations as Senior Indebtedness, etc

  	
  69

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.17.

  	
   

  	
  Acquisition

  	
  70

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  	
  COVENANTS

  	
  70

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 7.1.

  	
   

  	
  Affirmative
  Covenants

  	
  70

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 7.2.

  	
   

  	
  Negative
  Covenants

  	
  76

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  	
  EVENTS
  OF DEFAULT

  	
  86

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 8.1.

  	
   

  	
  Listing
  of Events of Default

  	
  86

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 8.2.

  	
   

  	
  Action
  if Bankruptcy

  	
  89

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 8.3.

  	
   

  	
  Action
  if Other Event of Default

  	
  89

  



 


ii

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 8.4.

  	
   

  	
  Right
  to Cure Financial Covenants

  	
  89

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  IX

  	
  THE
  ADMINISTRATIVE AGENT

  	
  90

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9.1.

  	
   

  	
  Actions

  	
  90

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9.2.

  	
   

  	
  Funding
  Reliance, etc

  	
  91

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9.3.

  	
   

  	
  Exculpation

  	
  91

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9.4.

  	
   

  	
  Successor

  	
  91

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9.5.

  	
   

  	
  Loans
  by Administrative Agent

  	
  92

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9.6.

  	
   

  	
  Credit
  Decisions

  	
  92

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9.7.

  	
   

  	
  Copies,
  etc

  	
  92

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9.8.

  	
   

  	
  Reliance
  by Administrative Agent

  	
  92

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9.9.

  	
   

  	
  Defaults

  	
  93

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  X

  	
  MISCELLANEOUS
  PROVISIONS

  	
  93

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.1.

  	
   

  	
  Waivers,
  Amendments, etc

  	
  93

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.2.

  	
   

  	
  Notices;
  Time

  	
  94

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.3.

  	
   

  	
  Payment
  of Costs and Expenses

  	
  95

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.4.

  	
   

  	
  Indemnification

  	
  95

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.5.

  	
   

  	
  Survival

  	
  96

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.6.

  	
   

  	
  Severability

  	
  97

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.7.

  	
   

  	
  Headings

  	
  97

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.8.

  	
   

  	
  Execution
  in Counterparts, Effectiveness, etc

  	
  97

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.9.

  	
   

  	
  Governing
  Law; Entire Agreement

  	
  97

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.10.

  	
   

  	
  Successors
  and Assigns

  	
  97

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.11.

  	
   

  	
  Sale
  and Transfer of Credit Extensions; Participations in Credit Extensions; Notes

  	
  97

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.12.

  	
   

  	
  Other
  Transactions

  	
  101

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.13.

  	
   

  	
  Forum
  Selection and Consent to Jurisdiction

  	
  101

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.14.

  	
   

  	
  Waiver
  of Jury Trial

  	
  102

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.15.

  	
   

  	
  National
  Security Laws

  	
  102

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.16.

  	
   

  	
  Nonliability

  	
  102

  



 


iii

















 


	
  SCHEDULE I

  	
  -

  	
  Disclosure Schedule

  
	
  SCHEDULE II

  	
  -

  	
  Percentages; LIBOR Office; Domestic Office

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A-1

  	
  -

  	
  Form of Revolving Note

  
	
  EXHIBIT A-2

  	
  -

  	
  Form of Term Note

  
	
  EXHIBIT A-3

  	
  -

  	
  Form of Swing Line Note

  
	
  EXHIBIT B-1

  	
  -

  	
  Form of Borrowing Request

  
	
  EXHIBIT B-2

  	
  -

  	
  Form of Issuance Request

  
	
  EXHIBIT C

  	
  -

  	
  Form of Continuation/Conversion Notice

  
	
  EXHIBIT D

  	
  -

  	
  Form of Lender Assignment Agreement

  
	
  EXHIBIT E

  	
  -

  	
  Form of Compliance Certificate

  
	
  EXHIBIT F

  	
  -

  	
  [RESERVED]

  
	
  EXHIBIT G

  	
  -

  	
  Form of Subsidiary Guaranty

  
	
  EXHIBIT H

  	
  -

  	
  Form of Pledge and Security Agreement

  
	
  EXHIBIT I

  	
  -

  	
  Form of Mortgage

  
	
  EXHIBIT J

  	
  -

  	
  Form of Joinder Agreement

  
	
  EXHIBIT K

  	
  -

  	
  Form of Interco Subordination Agreement

  
	
  EXHIBIT L

  	
  -

  	
  Form of Landlord
  Consent Agreement

  



 


iv














 


CREDIT AGREEMENT


 


THIS CREDIT AGREEMENT, dated as of June 26,
2007 is among SABRE COMMUNICATIONS HOLDINGS, INC., a Delaware corporation (“Sabre”),
SABRE COMMUNICATIONS CORPORATION, an Iowa corporation (“SCC”) and,
immediately following the consummation of the Acquisition, SABRE INDUSTRIES,
INC., a Delaware corporation (“Holdings”), CELLXION, LLC, a Delaware
limited liability company (the “Target”), and CELLXION WIRELESS
SERVICES, LLC, a Delaware limited liability company (“CellXion Wireless”;
Target, CellXion Wireless, Sabre, SCC and Holdings shall be referred to
individually as a “Borrower” and, collectively, as the “Borrowers”),
the various financial institutions and other Persons from time to time parties
hereto (the “Lenders”), DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
BRANCHES (“Dresdner”), as administrative agent (in such capacity, the “Administrative
Agent”) for the Lenders and DRESDNER KLEINWORT SECURITIES LLC, as the sole
lead arranger and sole bookrunner (in such capacity, the “Lead Arranger”).


 


W I T N E S S E T H:


 


WHEREAS, the shareholders
and board of directors of Sabre intend to effect a leveraged recapitalization
whereby Sabre will refinance its existing indebtedness (the “Refinancing”)
and pay dividends (the “Closing Dividend Payment”) in an aggregate
amount not to exceed $36,900,000 to its shareholders (the “Sabre
Shareholders”), in each case on the Closing Date;


 


WHEREAS, pursuant to a
securities purchase and exchange agreement, made as of June 8, 2007, among
Holdings and the Sabre Shareholders and a securities exchange agreement, made
as of June 8, 2007, among Holdings and certain shareholders (the “Target
Rollover Shareholders”) of the Target (such agreements, collectively, the “Contribution
Agreements”), (a) the Sabre Shareholders have agreed to contribute to
Holdings their respective interests in the issued and outstanding Capital
Securities and warrants of Sabre in consideration for Holdings’ issuance of its
Capital Securities and warrants to the Sabre Shareholders in proportion to their
percentage ownership interests in Sabre and on a fully diluted basis; and (b) the
Target Rollover Shareholders have agreed to contribute to Holdings a portion of
their respective interests in the issued and outstanding Capital Securities of
the Target in consideration for Holdings’ issuance of its Capital Securities to
the Target Rollover Shareholders (such equity contributions from the Sabre
Shareholders and the Target Rollover Shareholders shall be collectively
referred to as the “Equity Contribution”), such that after giving effect
to the Equity Contribution, the Sabre Shareholders and the Target Rollover
Shareholders shall each hold their pro  rata interest in the
issued and outstanding Capital Securities of Holdings;


 


WHEREAS, pursuant to a securities purchase
agreement, dated June 8, 2007 (the “Purchase Agreement”), Holdings
has agreed to acquire (the “Acquisition”) the balance of the issued and
outstanding Capital Securities of the Target from the remaining shareholders of
the Target for an aggregate purchase price not to exceed $86,000,000, as
adjusted under the Purchase Agreement, which Acquisition shall occur
immediately following the making of the Equity Contribution, and following the
consummation of the Acquisition and the Equity Contribution, Sabre and the
Target shall be direct wholly owned Subsidiaries of Holdings;


 

















 


WHEREAS, in order to consummate the
Refinancing and pay the Closing Dividend Payment and Transaction Expenses and
to provide for the ongoing working capital needs and general corporate purposes
of Sabre and its Subsidiaries, Sabre has requested that (a) Term Loan
Lenders provide a Commitment pursuant to which Closing Date Term B Loans will
be made, in a maximum principal amount equal to $85,000,000 to Sabre in a
Borrowing on the Closing Date and (b) the Revolving Loan Lenders provide a
Commitment pursuant to which Revolving Loans and Letters of Credit may be made
from time to time prior to the Revolving Loan Commitment Termination Date in a
maximum principal amount equal to $15,000,000;


 


WHEREAS, in order to
consummate the Acquisition and pay Transaction Expenses and to provide for the
ongoing working capital needs and general corporate purposes of the Borrowers
and their respective Subsidiaries, (a) the Borrowers have requested that (i) Term
Loan Lenders provide a Commitment pursuant to which Delayed Draw Term B Loans
will be made, in a maximum principal amount equal to $70,000,000, to the
Borrowers in a Borrowing on the Acquisition Date and (ii) the Revolving
Loan Lenders provide a Commitment pursuant to which Revolving Loans and Letters
of Credit may be made from time to time prior to the Revolving Loan Commitment
Termination Date in an additional maximum principal amount equal to
$10,000,000; and (b) the Sabre Shareholders and the Target Rollover
Shareholders shall provide cash and common equity contributions of no less than
$30,000,000 in the aggregate to the capital of Holdings (of which amount at
least $22,500,000 shall be in cash and no less than $15,000,000 of such cash
contribution shall be provided by the Sponsor) (such cash contributions shall
be collectively referred to as the “Cash Contribution”), which proceeds
of the Cash Contribution shall be used by Holdings to consummate the
Acquisition; and


 


WHEREAS, the Lenders and the Issuers are
willing, on the terms and subject to the conditions hereinafter set forth, to
extend the Commitments and make Loans to the Borrowers and issue (or
participate in) Letters of Credit;


 


NOW, THEREFORE, the parties hereto agree as
follows.


 


ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS


 


SECTION 1.1. 
Defined Terms.  The
following terms (whether or not underscored) when used in this Agreement,
including its preamble and recitals, shall, except where the context otherwise
requires, have the following meanings (such meanings to be equally applicable
to the singular and plural forms thereof):


 


“Acquisition” is defined in the third recital.


 


“Acquisition Date” means the date on
which the Acquisition is consummated, which in any event shall be no later than
September 30, 2007.


 


“Acquisition Seller Notes” means the
unsecured, subordinated promissory notes which may be issued to the Sellers in
an aggregate principal amount not to exceed $7,000,000 in accordance with the
terms of Section 1.6(b)(ii) of the Purchase Agreement.


 


“Additional Lender” is defined in clause
(b) of Section 2.8.


 


2

















 


“Additional Revolving Commitment
Termination Date” means the date that is the earlier of (a) the
termination or expiration date of the Purchase Agreement; and (b) September 30,
2007.


 


“Administrative Agent” is defined in
the preamble and includes each other Person appointed as the successor
Administrative Agent pursuant to Section 9.4.


 


“Affiliate” of any Person means any
other Person which, directly or indirectly, controls, is controlled by or is
under common control with such Person.  “Control”
of a Person means the power, directly or indirectly,


 


(a)  to vote 10% (or, when used in the
definition of Change in Control, 50%) or more of the Capital Securities (on a
fully diluted basis) of such Person having ordinary voting power for the
election of directors, managing members or general partners (as applicable); or


 


(b)  to direct or cause the direction of
the management and policies of such Person (whether by contract or otherwise).


 


“Agreement” means, on any date, this
Credit Agreement as originally in effect on the Effective Date and as
thereafter from time to time amended, supplemented, amended and restated or
otherwise modified from time to time and in effect on such date.


 


“Alternate Base Rate” means, on any
date and with respect to all Base Rate Loans, a fluctuating rate of interest
per annum (rounded upward, if necessary, to the next highest 1/16 of 1%) equal
to the higher of:


 


(a)  the Base Rate in effect on such
day; or


 


(b)  the Federal Funds Rate in effect on
such day plus 1⁄2 of 1%.


 


Changes in the rate of interest on that
portion of any Loans maintained as Base Rate Loans will take effect
simultaneously with each change in the Alternate Base Rate.  The Administrative Agent will give notice
promptly to the Borrowers and the Lenders of changes in the Alternate Base
Rate; provided that, the failure to give such notice shall not affect
the Alternate Base Rate in effect after such change.


 


“Alvarado Facility” means the
manufacturing facility located on real property either owned, or leased with an
option to purchase, by SCC in Alvarado, Texas.


 


“Alvarado Sale-Leaseback” means the
sale or transfer of all or any part of the Alvarado Facility by SCC to another
Person and the subsequent lease or rental thereof by SCC from such Person.


 


“Applicable Commitment Fee” means the
rate per annum set forth below corresponding to the Applicable Rating as
determined by S&P and Moody’s, respectively:


 


3

















 


	
  Pricing
  Level

  	
   

  	
  Applicable Rating

  	
   

  	
  Commitment Fee

  	
   

  
	
  I

  	
   

  	
  > BB/Ba2

  	
   

  	
  0.375

  	
  %

  
	
  II

  	
   

  	
  BB-/Ba3

  	
   

  	
  0.425

  	
  %

  
	
  III

  	
   

  	
  B+/B1

  	
   

  	
  0.500

  	
  %

  
	
  IV

  	
   

  	
  B/B2

  	
   

  	
  0.500

  	
  %

  
	
  V

  	
   

  	
  < B-/B3

  	
   

  	
  0.500

  	
  %

  



 


“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, with respect to Term Loans and Revolving Loans, the rate per
annum set forth below corresponding to the Applicable Rating as determined by
S&P and Moody’s, respectively, after giving pro forma effect to the
Acquisition (which rating as of the Closing Date is BB- (according to S&P)
and B1 (according to Moody’s)):


 


	
  Pricing

  Level

  	
   

  	
  Applicable

  Rating

  	
   

  	
  Applicable Margin

  for Revolving Loans

  and Term Loans

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  LIBO Rate

  	
   

  	
  Base Rate

  	
   

  
	
  I

  	
   

  	
  > BB/Ba2

  	
   

  	
  1.75

  	
  %

  	
  0.75

  	
  %

  
	
  II

  	
   

  	
  BB-/Ba3

  	
   

  	
  2.00

  	
  %

  	
  1.00

  	
  %

  
	
  III

  	
   

  	
  B+/B1

  	
   

  	
  2.25

  	
  %

  	
  1.25

  	
  %

  
	
  IV

  	
   

  	
  B/B2

  	
   

  	
  2.50

  	
  %

  	
  1.50

  	
  %

  
	
  V

  	
   

  	
  < B-/B3

  	
   

  	
  2.75

  	
  %

  	
  1.75

  	
  %

  



 


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


 


For purposes of the foregoing and for
purposes of calculating the Applicable Commitment Fee, (i) if either
S&P or Moody’s shall not have in effect an Applicable Rating (other than by
reason of the circumstances referred to in the last sentence of this
paragraph), then such rating agency shall be deemed to have established a
rating in Pricing Level V; (ii) if the 


 


4

















 


Borrowers fail to obtain a
rating from both S&P and Moody’s, the Applicable Margin shall be as set
forth in clause (a) above; (iii) if the Applicable Ratings
established or deemed to have been established by S&P and Moody’s are
different but correspond to consecutive Pricing Levels, then the Applicable
Margin shall be based on the lower Applicable Rating (e.g., if S&P’s and
Moody’s Applicable Ratings correspond to Pricing Level I and II, respectively,
then Pricing Level II will apply); and (iv) if the Applicable Ratings
established or deemed to have been established by S&P and Moody’s are
different and correspond to non-consecutive Pricing Levels, then the Applicable
Margin shall be based on the Pricing Level above the lowest Applicable Rating
(e.g., if S&P’s and Moody’s Applicable Ratings correspond to Pricing Levels
I and IV, respectively, then Pricing Level III will apply).  If the rating system of S&P’s or Moody’s
shall change, or if either such rating agency shall cease to be in the business
of rating corporate debt obligations, in either case prior to the determination
of the Applicable Rating, the Borrowers and the Lenders shall negotiate in good
faith to amend this definition to reflect such changed rating system or the
unavailability of ratings from such rating agency and, pending the
effectiveness of any such amendment, the Applicable Margin shall be determined
by reference to the Applicable Rating most recently in effect prior to such
change or cessation.


 


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 2.50:1 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.


 


“Applicable Rating” means as to each
of S&P and Moody’s, its rating of the Loans.


 


“Approved Fund” means any Person
(other than a natural Person) that (a) is engaged in making, purchasing,
holding or otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of its business; and (b) is administered or
managed by a Lender, an Affiliate of a Lender or a Person or an Affiliate of a
Person that administers or manages a Lender.


 


“Authorized Officer” means, relative
to any Obligor, those of its officers, general partners or managing members (as
applicable) whose signatures and incumbency shall have been certified to the
Administrative Agent, the Lenders and the Issuers pursuant to Section 5.1.1.


 


“Base Rate” means, at any time, the
rate of interest then most recently established by the Administrative Agent in
New York as its base rate for Dollars loaned in the United States.  The Base Rate is not necessarily intended to
be the lowest rate of interest determined by the Administrative Agent in connection
with extensions of credit.


 


“Base Rate Loan” means a Loan bearing
interest at a fluctuating rate determined by reference to the Alternate Base
Rate.


 


5

















 


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


 


“Borrowing” means the Loans of the
same type and, in the case of LIBO Rate Loans, having the same Interest Period
made by all Lenders required to make such Loans on the same Business Day and
pursuant to the same Borrowing Request in accordance with Section 2.3.


 


“Borrowing Request” means a Loan
request and certificate duly executed by an Authorized Officer of each Borrower
substantially in the form of Exhibit B-1 hereto.


 


“Business Day” means


 


(a)  any day which is neither a Saturday
or Sunday nor a legal holiday on which banks are authorized or required to be
closed in New York, New York; and


 


(b)  relative to the making, continuing,
prepaying or repaying of any LIBO Rate Loans, any day which is a Business Day
described in clause (a) above and which is also a day on which
dealings in Dollars are carried on in the London interbank eurodollar market.


 


“Capital Expenditures” means, for any
period, the aggregate amount of (a) all expenditures of the Borrowers and
their Subsidiaries for fixed or capital assets made during such period which,
in accordance with GAAP, would be classified as capital expenditures, but
specifically excluding expenditures made in connection with Permitted
Acquisitions; and (b) Capitalized Lease Liabilities incurred by the
Borrowers and their Subsidiaries during such period.


 


“Capital Securities” means, with
respect to any Person, all shares, interests, participations or other
equivalents (however designated, whether voting or non-voting) of such Person’s
capital, whether now outstanding or issued after the Effective Date.


 


“Capitalized Lease Liabilities” means,
with respect to any Person, all monetary obligations of such Person and its
Subsidiaries under any leasing or similar arrangement which have been (or, in
accordance with GAAP, should be) classified as capitalized leases, and for
purposes of each Loan Document the amount of such obligations shall be the
capitalized amount thereof, determined in accordance with GAAP, and the stated
maturity thereof shall be the date of the last payment of rent or any other
amount due under such lease prior to the first date upon which such lease may
be terminated by the lessee without payment of a premium or a penalty.


 


“Cash Collateralize” means, with
respect to a Letter of Credit, the deposit of immediately available funds into
a cash collateral account maintained with (or on behalf of) the Administrative
Agent on terms satisfactory to the Administrative Agent in an amount equal to
the Stated Amount of such Letter of Credit.


 


“Cash Contribution” is defined in the fifth recital.


 


“Cash Equivalent Investment” means, at
any time:


 


6

















 


(a)  any direct obligation of (or
unconditionally guaranteed by) the United States or a State thereof (or any
agency or political subdivision thereof, to the extent such obligations are
supported by the full faith and credit of the United States or a State thereof)
maturing not more than one year after such time;


 


(b)  commercial paper maturing not more
than one year from the date of issue, which is issued by


 


(i)  a corporation (other than an
Affiliate of any Obligor) organized under the laws of any State of the United
States or of the District of Columbia and rated A-1 or higher by S&P or P-1
or higher by Moody’s, or


 


(ii)  any Lender (or its holding
company);


 


(c)  any certificate of deposit, time
deposit or bankers acceptance, maturing not more than one year after its date
of issuance, which is issued by either


 


(i)  any bank organized under the laws
of the United States (or any State thereof) and which has (x) a credit
rating of A2 or higher from Moody’s or A or higher from S&P and (y) a
combined capital and surplus greater than $500,000,000, or


 


(ii)  any Lender;


 


(d)  any repurchase agreement having a
term of 90 days or less entered into with any Lender or any commercial banking
institution satisfying the criteria set forth in clause (c)(i) which


 


(i)  is secured by a fully perfected
security interest in any obligation of the type described in clause (a),
and


 


(ii)  has a market value at the time
such repurchase agreement is entered into of not less than 100% of the
repurchase obligation of such commercial banking institution thereunder; or


 


(e)  money market funds substantially
all of whose assets are comprised of securities of the types described in clauses
(a) through (d) above.


 


“Casualty Event” means the damage or
destruction, or any taking under power of eminent domain or by condemnation or
similar proceeding, of any property of any Person or any of its Subsidiaries.


 


“CellXion Wireless” is defined in the preamble.


 


“CERCLA” means the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended.


 


7

















 


“CERCLIS” means the Comprehensive
Environmental Response Compensation Liability Information System List.


 


“Change in Control”
means


 


(a)  the failure of the Sponsor and its
Affiliates at any time to have and exercise, through ownership of Voting
Securities or by contract, the power for the election of at least one-half of
the board of directors or other managing body of Holdings;


 


(b)  the failure of the Sponsor to
directly or indirectly own beneficially and of record on a fully diluted basis
at least 40% of the outstanding Capital Securities of Holdings; or


 


(c)  the occurrence of any “Change of
Control” (or similar term) under (and as defined in) any Subordinated Debt
Document.


 


“Closing Date Certificate” means the
closing date certificate executed and delivered by an Authorized Officer of
each Borrower in form and substance satisfactory to the Administrative Agent.


 


“Closing Date” means the date of the
initial Credit Extension hereunder, but in no event shall such date be later
than June 30, 2007.


 


“Closing Date Term B Loan” is defined
in clause (a) of Section 2.1.3.


 


“Closing Date Term B Commitment”
means, relative to any Lender, such Lender’s obligation (if any) to make
Closing Date Term B Loans pursuant to clause (a) of Section 2.1.3.


 


“Closing Date Term B Term Commitment
Amount” means, on any date, a maximum principal amount equal to
$85,000,000.


 


“Closing Date Term B
Commitment Termination Date” means the earliest of


 


(a)  June 30, 2007, if the Closing
Date Term B Loans have not been made on or prior to such date;


 


(b)  the Closing Date immediately after
the making of the Closing Date Term B Loans on such date;


 


(c)  the date on which any Commitment
Termination Event occurs.


 


Upon the occurrence of any event described in
clause (c), the Closing Date Term B Commitments shall terminate
automatically and without any further action.


 


“Closing Dividend Payment” is defined
in the first recital.


 


“Code” means the Internal Revenue Code
of 1986, and the regulations thereunder, in each case as amended, reformed or
otherwise modified from time to time.


 


8

















 


“Commitment” means, as the context may
require, the Revolving Loan Commitment, the Letter of Credit Commitment, the
Swing Line Loan Commitment or the Term Loan Commitment.


 


“Commitment Amount” means, as the context
may require, the Revolving Loan Commitment Amount, the Letter of Credit
Commitment Amount, the Swing Line Loan Commitment Amount or the Term Loan
Commitment Amount.


 


“Commitment Termination Date” means,
as the context may require, the Revolving Loan Commitment Termination Date, the
Closing Date Term B Commitment Termination Date or the Delayed Draw Term B
Commitment Termination Date.


 


“Commitment Termination
Event” means


 


(a)  the occurrence of any Event of
Default with respect to any Borrower described in clauses (a) through
(d) of Section 8.1.9; or


 


(b)  the occurrence and continuance of
any other Event of Default and either


 


(i)  the declaration of all or any
portion of the Loans to be due and payable pursuant to Section 8.3,
or


 


(ii)  the giving of notice by the
Administrative Agent, acting at the direction of the Required Lenders, to the
Borrowers that the Commitments have been terminated.


 


“Compliance Certificate” means a
certificate duly completed and executed by an Authorized Officer of each Borrower,
substantially in the form of Exhibit E hereto, together with such
changes thereto as the Administrative Agent may from time to time request for
the purpose of monitoring each Borrower’s compliance with the financial
covenants contained herein.


 


“Consolidated Working Capital” means,
at any date of determination, (a) the total assets of the Borrowers and
their Subsidiaries on a consolidated basis that may properly be classified as
current assets in conformity with GAAP, excluding cash and Cash Equivalent
Investments, minus (b) the total liabilities of the Borrowers and
their Subsidiaries on a consolidated basis that may properly be classified as
current liabilities in conformity with GAAP, excluding the current portion of
long term debt (including Capitalized Lease Liabilities).


 


“Consolidated Working Capital Adjustment”
means, for any period on a consolidated basis, the amount (which may be a
negative number) by which Consolidated Working Capital as of the beginning of
such period exceeds (or is less than) Consolidated Working Capital as of the
end of such period.


 


“Contingent Liability” means any
agreement, undertaking or arrangement by which any Person guarantees, endorses
or otherwise becomes or is contingently liable upon (by direct or indirect
agreement, contingent or otherwise, to provide funds for payment, to supply
funds to, or otherwise to invest in, a debtor, or otherwise to assure a
creditor against loss) the Indebtedness of any other Person (other than by
endorsements of instruments in the course of collection), or 


 


9

















 


guarantees the payment of
dividends or other distributions upon the Capital Securities of any other
Person.  The amount of any Person’s
obligation under any Contingent Liability shall (subject to any limitation set
forth therein) be deemed to be the outstanding principal amount of the debt,
obligation or other liability guaranteed thereby.


 


“Continuation/Conversion Notice” means
a notice of continuation or conversion and certificate duly executed by an
Authorized Officer of each Borrower, substantially in the form of Exhibit C
hereto.


 


“Contribution Agreements” is defined
in the second recital.


 


“Controlled Group” means all members
of a controlled group of corporations and all members of a controlled group of
trades or businesses (whether or not incorporated) under common control which,
together with any Borrower, are treated as a single employer under Section 414(b) or
414(c) of the Code or Section 4001 of ERISA.


 


“Copyright Security Agreement” means
any Copyright Security Agreement executed and delivered by any Obligor in
substantially the form attached as an exhibit to the Security Agreement, as
amended, supplemented, amended and restated or otherwise modified from time to
time.


 


“Credit Extension” means, as the
context may require,


 


(a)  the making of a Loan by a Lender;
or


 


(b)  the issuance of any Letter of
Credit, or the extension of any Stated Expiry Date of any existing Letter of
Credit, by an Issuer.


 


“Cure Amount” is defined in Section 8.4.


 


“Cure Right” is defined in Section 8.4.


 


“Declined Proceeds” is defined in clause
(c) of Section 3.1.2.


 


“Default” means any Event of Default
or any condition, occurrence or event which, after notice or lapse of time or
both, would constitute an Event of Default.


 


“Delayed Draw Term B Loan” is defined
in clause (b) of Section 2.1.3.


 


“Delayed Draw Term B Commitment”
means, relative to any Lender, such Lender’s obligation (if any) to make
Delayed Draw Term B Loans pursuant to clause (b) of Section 2.1.3.


 


“Delayed Draw Term B Commitment Amount”
means, on any date, $70,000,000.


 


“Delayed Draw Term B
Commitment Termination Date” means the earliest of


 


(a)  September 30, 2007, if the
Delayed Draw Term B Loans have not been made on or prior to such date;


 


10














 


(b)  the Acquisition Date immediately
after the making of the Delayed Draw Term B Loans on such date;


 


(c)  the date on which the Purchase
Agreement terminates or expires; and


 


(d)  the date on which any Commitment
Termination Event occurs.


 


Upon the occurrence of any
event described in clause (c), the Delayed Draw Term B Commitment shall
terminate automatically and without any further action.


 


“Disbursement” is defined in Section 2.6.2.


 


“Disbursement Date” is defined in Section 2.6.2.


 


“Disclosure Schedule” means the
Disclosure Schedule attached hereto as Schedule I, as it may be amended,
supplemented, amended and restated or otherwise modified from time to time by
the Borrowers with the written consent of the Required Lenders.


 


“Disposition” (or similar words such
as “Dispose”) means any sale, transfer, lease, contribution or other
conveyance (including by way of merger) of, or the granting of options,
warrants or other rights to, any Person or such Person’s Subsidiaries’ assets
(including accounts receivable and Capital Securities of such Person’s
Subsidiaries) to any other Person (other than to another Obligor) in a single
transaction or series of transactions.


 


“Dollar” and the sign “$” mean
lawful money of the United States.


 


“Domestic Office” means the office of
a Lender designated as its “Domestic Office” on Schedule II
hereto or in a Lender Assignment Agreement, or such other office within the
United States as may be designated from time to time by notice from such Lender
to the Administrative Agent and the Borrowers.


 


“EBITDA” means, for
any applicable period, the sum of


 


(a)  Net Income;


 


plus


 


(b)  to the extent deducted in
determining Net Income, the sum of (i) amounts attributable to
amortization, (ii) income tax expense, (iii) Interest Expense, (iv) depreciation
of assets, (v) Transaction Expenses, (vi) Management Fees, (vii) compensation
expenses, in any form, to Steven Schoonover, incurred or paid prior to the
Closing Date and (viii) non-commercial aircraft and hangar expenses
incurred or paid prior to the Closing Date;


 


provided that for
purposes of calculating EBITDA (other than for purposes of the determination of
Excess Cash Flow) for any period (A) the EBITDA of any Person or line of
business acquired by any Borrower or any Subsidiary pursuant to a Permitted
Acquisition during such period shall be included on a pro forma
basis for such period (assuming the consummation of such Permitted 


 


11

















 


Acquisition, the add-back of
non-recurring expenses and the incurrence or assumption of any Indebtedness in
connection therewith occurred as of the first day of such period) and (B) the
EBITDA of any Person or line of business Disposed of by any Borrower or any
Subsidiary during such period shall be excluded for such period (assuming the
consummation of such Disposition and the repayment of any Indebtedness in
connection therewith occurred as of the first day of such period).


 


“ECF Percentage” means, if on the last
day of the applicable Fiscal year, the Leverage Ratio is (a) greater than
or equal to 2.50:1, 75%, (b) less than 2.50:1 but greater than or equal to
1.50:1, 50% and (c) less than 1.50:1, 0%.


 


“Effective Date” means the date this
Agreement becomes effective pursuant to Section 10.8.


 


“Eligible Assignee” means (a) a
Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; or (d) any
other Person (other than a natural Person, any Borrower, any Affiliate of any
Borrower or any other Person taking direction from, or working in concert with,
any Borrower or any Borrower’s Affiliates).


 


“Environmental Laws” means all
applicable federal, state or local statutes, laws, ordinances, codes, rules,
regulations and guidelines (including consent decrees and administrative
orders) relating to public health and safety and protection of the environment.


 


“Equity Contribution” is defined in
the second recital.


 


“ERISA” means the Employee Retirement
Income Security Act of 1974, as amended, and any successor statute thereto of
similar import, together with the regulations thereunder, in each case as in
effect from time to time.  References to
Sections of ERISA also refer to any successor Sections thereto.


 


“Escrow Account” means the account
number13363200 held with the Administrative Agent for the account of the Borrowers.


 


“Escrow Agreement” means the escrow
agreement contemplated by Section 1.6(c) of the Purchase Agreement.


 


“Escrow Amount” means the cash and
investments maintained in the account which is the subject of the Escrow
Agreement.


 


“Event of Default” is defined in Section 8.1.


 


“Excess Cash Flow”
means, for any Fiscal Year, the excess (if any), of


 


(a)  the sum of (i) EBITDA for such
Fiscal Year (excluding EBITDA attributable to Target or CellXion Wireless for
all periods prior to the Acquisition Date) and (ii) the Consolidated
Working Capital Adjustment;


 


over


 


12

















 


(b)  the sum (for such Fiscal Year) of (i) Interest
Expense actually paid in cash by the Borrowers and their Subsidiaries, (ii) scheduled
principal repayments, to the extent actually made, of Term Loans pursuant to clauses
(c) and (d) of Section 3.1.1 (exclusive of
repayments made from a refinancing of any portion of such Indebtedness, or
pursuant to clauses (e), (f) or (g) of Section 3.1.1),
(iii) all income Taxes actually paid in cash by the Borrowers and their
Subsidiaries, (iv) Capital Expenditures made in cash (exclusive of Capital
Expenditures financed with the proceeds of Indebtedness, equity issuances,
casualty proceeds or other proceeds which are not included in EBITDA), (v) cash
payments made for Permitted Acquisitions that are not financed with the
proceeds of any Loans or other Indebtedness, and amounts added back to EBITDA
for non-recurring expenses of the Person or business acquired, (vi) cash
payments made pursuant to clauses (b)(v), (b)(vi), (b)(vii) and
(b)(viii) of the definition of EBITDA.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended.


 


“Exemption Certificate” is defined in clause
(e) of Section 4.6.


 


“Existing Seller Notes” shall mean the
subordinated promissory notes, in the aggregate original principal amount of
$5,000,000, issued by Sabre in connection with the acquisition of SCC pursuant
to a certain Stock Purchase Agreement, dated as of April 17, 2006, among
Sabre, SCC, the shareholders of SCC and D. Bailey Aalfs as Shareholders’ Agent.


 


“Federal Funds Rate” means, for any
period, a fluctuating interest rate per annum equal for each day during such
period to


 


(a)  the weighted average of the rates
on overnight federal funds transactions with members of the Federal Reserve
System arranged by federal funds brokers, as published for such day (or, if
such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York; or


 


(b)  if such rate is not so published
for any day which is a Business Day, the average of the quotations for such day
on such transactions received by the Administrative Agent from three federal
funds brokers of recognized standing selected by it.


 


“Fee Letter” means the confidential
letter, dated June 8, 2007, among the Sponsor, Sabre, the Administrative
Agent and the Lead Arranger.


 


“Filing Agent” is defined in Section 5.1.13.


 


“Filing Statements” is defined in Section 5.1.13.


 


“Fiscal Quarter” means a quarter
ending on the last day of April, July, October or January.


 


“Fiscal Year” means any period of
twelve consecutive calendar months ending on April 30; references to a
Fiscal Year with a number corresponding to any calendar year (e.g., the “2007
Fiscal Year”) refer to the Fiscal Year ending on April 30 of such calendar
year.


 


13

















 


“Foreign Pledge Agreement” means any
supplemental pledge agreement governed by the laws of a jurisdiction other than
the United States or a State thereof executed and delivered by each Borrower or
any of its Subsidiaries pursuant to the terms of this Agreement, in form and
substance satisfactory to the Administrative Agent, as may be necessary or
desirable under the laws of organization or incorporation of a Subsidiary to
further protect or perfect the Lien on and security interest in any Collateral
(as defined in the Security Agreement).


 


“Foreign Subsidiary” means any
Subsidiary that is not a U.S. Subsidiary.


 


“F.R.S. Board” means the Board of
Governors of the Federal Reserve System or any successor thereto.


 


“GAAP” is defined in Section 1.4.


 


“Governmental Authority” means the
government of the United States, any other nation or any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other Person exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government.


 


“Guarantor” means, collectively, each
Borrower and each Subsidiary Guarantor.


 


“Hazardous Material”
means


 


(a)  any “hazardous substance”, as
defined by CERCLA;


 


(b)  any “hazardous waste”, as defined
by the Resource Conservation and Recovery Act, as amended; or


 


(c)  any pollutant or contaminant or
hazardous, dangerous or toxic chemical, material or substance (including any
petroleum product) within the meaning of any other applicable federal, state or
local law, regulation, ordinance or requirement (including consent decrees and
administrative orders) relating to or imposing liability or standards of
conduct concerning any hazardous, toxic or dangerous waste, substance or
material, all as amended.


 


“Hedging Obligations” means, with
respect to any Person, all liabilities of such Person under currency exchange
agreements, interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements, and all other agreements or arrangements
designed to protect such Person against fluctuations in interest rates or
currency exchange rates.


 


“herein”, “hereof”, “hereto”,
“hereunder” and similar terms contained in any Loan Document refer to
such Loan Document as a whole and not to any particular Section, paragraph or
provision of such Loan Document.


 


“Holdings” is defined in the preamble.


 


14

















 


“Impermissible Qualification” means
any qualification or exception to the opinion or certification of any
independent public accountant as to any financial statement of any Obligor


 


(a)  which is of a “going concern” or
similar nature; or


 


(b)  which relates to the limited scope
of examination of matters relevant to such financial statement.


 


“including” and “include” means
“including without limitation”.


 


“Incremental Term Loan Lender” shall
mean a Lender or an Additional Lender with an Incremental Term Loan Commitment
or an outstanding Incremental Term Loan.


 


“Incremental Term Loan” shall mean an
incremental term loan made by a Lender or an Additional Lender to the Borrowers
pursuant to Section 2.8.


 


“Incremental Term Loan Assumption
Agreement” shall mean an Incremental Term Loan Assumption Agreement in form
and substance reasonably satisfactory to the Administrative Agent, among the
Borrowers, the Administrative Agent and one or more Incremental Term Loan
Lenders.


 


“Incremental Term Loan Commitment”
shall mean, with respect to each Lender, the commitment, if any, of such Lender
to make Incremental Term Loans hereunder as set forth on the Incremental Term
Loan Assumption Agreement delivered by such Lender or in the Assignment and
Acceptance pursuant to which such Lender assumed its Incremental Term Loan
Commitment, as applicable, as the same may be reduced or increased from time to
time pursuant to assignment by or to such Lender pursuant to Section 10.11.


 


“Incremental Term Loan Maturity Date”
shall mean the final maturity date of any Incremental Term Loan, as set forth
in the applicable Incremental Term Loan Assumption Agreement.


 


“Incremental Term Loan Repayment Dates”
shall mean the dates scheduled for the repayment of principal of any
Incremental Term Loan, as set forth in the applicable Incremental Term Loan
Assumption Agreement.


 


“Indebtedness” of any Person means:


 


(a)  all obligations of such Person for
borrowed money and all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments;


 


(b)  all obligations, contingent or
otherwise, relative to the face amount of all letters of credit, whether or not
drawn, and banker’s acceptances issued for the account of such Person;


 


(c)  all Capitalized Lease Liabilities
of such Person;


 


15

















 


(d)  for purposes of Section 8.1.5
only, all other items which, in accordance with GAAP, would be included as
liabilities on the balance sheet of such Person as of the date at which
Indebtedness is to be determined;


 


(e)  whether or not so included as
liabilities in accordance with GAAP, all obligations of such Person to pay the
deferred purchase price of property or services (excluding trade accounts
payable in the ordinary course of business which are not overdue for a period
of more than 90 days or, if overdue for more than 90 days, as to which a
dispute exists and adequate reserves in conformity with GAAP have been established
on the books of such Person), and indebtedness secured by (or for which the
holder of such indebtedness has an existing right, contingent or otherwise, to
be secured by) a Lien on property owned or being acquired by such Person
(including indebtedness arising under conditional sales or other title
retention agreements), whether or not such indebtedness shall have been assumed
by such Person or is limited in recourse;


 


(f)  obligations arising under Synthetic
Leases; and


 


(g)  all Contingent Liabilities of such
Person in respect of any of the foregoing.


 


The Indebtedness of any Person shall include
the Indebtedness of any other Person (including any partnership in which such
Person is a general partner) to the extent such Person is liable therefor as a
result of such Person’s ownership interest in or other relationship with such
Person, except to the extent the terms of such Indebtedness provide that such
Person is not liable therefor.


 


“Indemnified Liabilities” is defined
in Section 10.4.


 


“Indemnified Parties” is defined in Section 10.4.


 


“Interco Subordination Agreement”
means a subordination agreement, substantially in the form of Exhibit K,
executed and delivered by two or more Obligors pursuant to the terms of this
Agreement, as amended, supplemented, amended and restated or otherwise modified
from time to time.


 


“Interest Coverage Ratio” means, as of
the last day of any Fiscal Quarter, the ratio computed for the period
consisting of such Fiscal Quarter and each of the three immediately preceding
Fiscal Quarters of:


 


(a)  EBITDA (for all such Fiscal
Quarters)


 


to


 


(b)  the sum (for all such Fiscal
Quarters) of Interest Expense;


 


provided that, with
respect to the four consecutive Fiscal Quarter period ending (i) October 31,
2007, Interest Expense for purposes hereof shall be actual Interest Expense for
the Fiscal Quarter period ending October 31, 2007 multiplied by 4, (ii) January 31,
2008, Interest Expense for purposes hereof shall be actual Interest Expense for
the two Fiscal Quarter period ending January 


 


16

















 


31, 2008 multiplied by 2 and
(iii) April 30, 2008, Interest Expense for purposes hereof shall be
actual Interest Expense for the three Fiscal Quarter period ending April 30,
2008 multiplied by one and one-third.


 


“Interest Expense” means, for any
applicable period, the aggregate interest expense (both accrued and paid and
net of interest income paid during such period to the Borrowers and their
Subsidiaries) of the Borrowers and their Subsidiaries for such applicable
period, including the portion of any payments made in respect of Capitalized
Lease Liabilities allocable to interest expense.


 


“Interest Period” means, relative to
any LIBO Rate Loan, the period beginning on (and including) the date on which
such LIBO Rate Loan is made or continued as, or converted into, a LIBO Rate
Loan pursuant to Sections 2.3 or 2.4 and shall end on (but
exclude) the day which numerically corresponds to such date one, two, three or
six months thereafter (or, if such month has no numerically corresponding day,
on the last Business Day of such month), as the Borrowers may select in their
relevant notice pursuant to Sections 2.3 or 2.4; provided that,


 


(a)  no Borrower shall be permitted to
select Interest Periods to be in effect at any one time which have expiration
dates occurring on more than ten different dates;


 


(b)  if such Interest Period would
otherwise end on a day which is not a Business Day, such Interest Period shall
end on the next following Business Day (unless such next following Business Day
is the first Business Day of a calendar month, in which case such Interest
Period shall end on the Business Day next preceding such numerically
corresponding day); and


 


(c)  no Interest Period for any Loan may
end later than the Stated Maturity Date for such Loan.


 


“Investment” means, relative to any
Person,


 


(a)  any loan, advance or extension of
credit made by such Person to any other Person, including the purchase by such
Person of any bonds, notes, debentures or other debt securities of any other
Person;


 


(b)  Contingent Liabilities in favor of
any other Person; and


 


(c)  any Capital Securities held by such
Person in any other Person.


 


The amount of any Investment shall be the original
principal or capital amount thereof less all cash distributions and returns of
principal or equity thereon and shall, if made by the transfer or exchange of
property other than cash, be deemed to have been made in an original principal
or capital amount equal to the fair market value of such property at the time
of such Investment.


 


“ISP Rules” is defined in Section 10.9.


 


“Issuance Request” means a Letter of
Credit request and certificate duly executed by an Authorized Officer of each
Borrower, substantially in the form of Exhibit B-2 hereto.


 


17

















 


“Issuer” means a Lender satisfactory
to Holdings in its capacity as Issuer of the Letters of Credit.  At the request of such Lender and with the
Borrowers’ consent (not to be unreasonably withheld), another Lender or an
Affiliate of such Lender may issue one or more Letters of Credit hereunder.


 


“Lead Arranger” is defined in the preamble.


 


“Lender Assignment Agreement” means an
assignment agreement substantially in the form of Exhibit D hereto.


 


“Lenders” is defined in the preamble,
and shall include any Additional Lender.


 


“Lender’s Environmental Liability”
means any and all losses, liabilities, obligations, penalties, claims,
litigation, demands, defenses, costs, judgments, suits, proceedings, damages
(including consequential damages), disbursements or expenses of any kind or
nature whatsoever (including reasonable attorneys’ fees at trial and appellate
levels and experts’ fees and disbursements and expenses incurred in
investigating, defending against or prosecuting any litigation, claim or
proceeding) which may at any time be imposed upon, incurred by or asserted or
awarded against the Administrative Agent, any Lender or any Issuer or any of
such Person’s Affiliates, shareholders, directors, officers, employees, and
agents in connection with or arising from:


 


(a)  any Hazardous Material on, in,
under or affecting any portion of any property of any Borrower or any of its
Subsidiaries, the groundwater thereunder, or any surrounding areas thereof to
the extent caused by Releases from any Borrower’s or any of its Subsidiaries’
or any of their respective predecessors’ properties;


 


(b)  any inaccuracy or breach of any
representation or warranty contained in Section 6.12 (without
regard to “knowledge” or “materiality” qualifications or exceptions contained
in such representations or warranties);


 


(c)  any violation or claim of violation
by any Borrower or any of its Subsidiaries of any Environmental Laws; or


 


(d)  the imposition of any Lien for
damages caused by or the recovery of any costs for the cleanup, release or
threatened release of Hazardous Material by any Borrower or any of its
Subsidiaries, or in connection with any property owned or formerly owned by any
Borrower or any of its Subsidiaries.


 


“Letter of Credit” is defined in Section 2.1.2.


 


“Letter of Credit Commitment” means
the Issuer’s obligation to issue Letters of Credit pursuant to Section 2.1.2.


 


“Letter of Credit Commitment Amount”
means, on any date, a maximum amount of $10,000,000, as such amount may be
permanently reduced from time to time pursuant to Section 2.2.


 


18

















 


“Letter of Credit Outstandings” means,
on any date, an amount equal to the sum of (i) the then aggregate amount
which is undrawn and available under all issued and outstanding Letters of
Credit, and (ii) the then aggregate amount of all unpaid and outstanding
Reimbursement Obligations.


 


“Leverage Ratio”
means, as of the last day of any Fiscal Quarter, the ratio of


 


(a)  Total Debt outstanding on the last
day of such Fiscal Quarter


 


to


 


(b)  EBITDA computed for the period
consisting of such Fiscal Quarter and each of the three immediately preceding
Fiscal Quarters.


 


“LIBO Rate” means, relative to any
Interest Period for LIBO Rate Loans, the rate of interest equal to the average
(rounded upwards, if necessary, to the nearest 1/16 of 1%) of the rates per
annum at which Dollar deposits in immediately available funds are offered to
the Administrative Agent’s LIBOR Office in the London interbank market as at or
about 11:00 a.m. London, England time two Business Days prior to the
beginning of such Interest Period for delivery on the first day of such
Interest Period, and in an amount approximately equal to the amount of the
Administrative Agent’s LIBO Rate Loan and for a period approximately equal to
such Interest Period.


 


“LIBO Rate Loan” means a Loan bearing
interest, at all times during an Interest Period applicable to such Loan, at a
rate of interest determined by reference to the LIBO Rate (Reserve Adjusted).


 


“LIBO Rate (Reserve Adjusted)” means,
relative to any Loan to be made, continued or maintained as, or converted into,
a LIBO Rate Loan for any Interest Period, a rate per annum (rounded upwards, if
necessary, to the nearest 1/16 of 1%) determined pursuant to the following
formula:


 


	
   

  	
  LIBO Rate

  	
  =

  	
  LIBO Rate

  	
   

  
	
   

  	
  (Reserve Adjusted)

  	
   

  	
  1.00 - LIBOR Reserve Percentage

  	
   

  



 


The LIBO Rate (Reserve Adjusted) for any Interest
Period for LIBO Rate Loans will be determined by the Administrative Agent on
the basis of the LIBOR Reserve Percentage in effect two Business Days before
the first day of such Interest Period.


 


“LIBOR Office” means the office of a
Lender designated as its “LIBOR Office” on Schedule II hereto or in a
Lender Assignment Agreement, or such other office designated from time to time
by notice from such Lender to the Borrowers and the Administrative Agent,
whether or not outside the United States, which shall be making or maintaining
the LIBO Rate Loans of such Lender.


 


“LIBOR Reserve Percentage” means,
relative to any Interest Period for LIBO Rate Loans, the reserve percentage
(expressed as a decimal) equal to the maximum aggregate reserve requirements
(including all basic, emergency, supplemental, marginal and other reserves and 


 


19

















 


taking into account any
transitional adjustments or other scheduled changes in reserve requirements)
specified under regulations issued from time to time by the F.R.S. Board and
then applicable to assets or liabilities consisting of or including “Eurocurrency
Liabilities”, as currently defined in Regulation D of the F.R.S. Board, having
a term approximately equal or comparable to such Interest Period.


 


“Lien” means any security interest,
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or otherwise), charge against or interest in property, or other
priority or preferential arrangement of any kind or nature whatsoever, to
secure payment of a debt or performance of an obligation.


 


“Loan Documents” means, collectively,
this Agreement, the Notes, the Letters of Credit, each Rate Protection
Agreement, the Fee Letter, the Joinder Agreement, the Interco Subordination
Agreement, each agreement pursuant to which the Administrative Agent is granted
a Lien to secure the Obligations, the Subsidiary Guaranty and each other
agreement, certificate, document or instrument delivered in connection with any
Loan Document, whether or not specifically mentioned herein or therein.


 


“Loans” means, as the context may
require, a Revolving Loan, a Closing Date Term B Loan, a Delayed Draw Term B
Loan, a Swing Line Loan or an Incremental Term Loan, in each case of any type.


 


“Management Fees” is defined in clause
(b) of Section 7.2.6.


 


“Material Adverse Effect” means a
material adverse effect on (a) the business, condition (financial or
otherwise), operations, performance or properties of any Borrower or the
Borrowers and their Subsidiaries taken as a whole; (b) the rights and
remedies of any Secured Party under any Loan Document; or (c) the ability
of any Obligor to perform its monetary Obligations under any Loan Document.


 


“Moody’s” means Moody’s Investors
Service, Inc.


 


“Mortgage” means each mortgage, deed
of trust or agreement executed and delivered by any Obligor in favor of the
Administrative Agent for the benefit of the Secured Parties pursuant to the
requirements of this Agreement in substantially the form of Exhibit I
hereto, under which a Lien is granted on the real property and fixtures owned
by such Obligor described therein and on the portion of real property of the
Alvarado Facility that is leased, in each case as amended, supplemented,
amended and restated or otherwise modified from time to time.


 


“Net Casualty Proceeds” means the amount
of any insurance proceeds or condemnation (or similar) awards received by any
Borrower or any of its Subsidiaries in connection with any Casualty Event in
excess of $1,000,000, individually or in the aggregate over the course of a
Fiscal Year (net of all reasonable and customary collection expenses thereof),
but excluding any proceeds or awards required to be paid to a creditor (other
than the Lenders) which holds a first priority Lien permitted by clause (d) of
Section 7.2.3 on the property which is the subject of such Casualty
Event.


 


20














 


“Net Debt Proceeds” means, with
respect to the incurrence, sale or issuance by any Borrower or any of its
Subsidiaries of any Indebtedness after the Closing Date which is not expressly
permitted by Section 7.2.2, the excess of:


 


(i) the gross cash proceeds actually received by such Person from
such incurrence, sale or issuance, over


 


(ii) all reasonable and customary arranging or underwriting fees
and commissions, and all legal, investment banking, brokerage and accounting
and other professional fees, sales commissions and disbursements and other
reasonable and customary closing costs and expenses, in each case, actually
incurred in connection with such incurrence, sale or issuance other than any
such fees, commissions or disbursements paid to Affiliates of such Person in
connection therewith.


 


“Net Disposition Proceeds” means the
gross cash proceeds received by any Borrower or its U.S. Subsidiaries from any
Disposition pursuant to clause (c) of Section 7.2.11
and any cash payment received in respect of promissory notes or other non-cash
consideration delivered to such Borrower or its U.S. Subsidiaries in respect
thereof, minus the sum of (i) all reasonable and customary legal,
investment banking, brokerage and accounting fees and expenses incurred in
connection with such Disposition, (ii) all taxes actually paid or
estimated by such Borrower to be payable in cash within the next 12 months in
connection with such Disposition, and (iii) payments made by such Borrower
or its U.S. Subsidiaries to retire Indebtedness (other than the Credit
Extensions) where payment of such Indebtedness is required in connection with
such Disposition; provided that, the amount of estimated taxes pursuant
to clause (ii) in excess of the amount of taxes actually required
to be paid in cash in respect of such Disposition within such 12-month period
shall constitute Net Disposition Proceeds.


 


 “Net Equity Proceeds”
means, with respect to the sale or issuance after the Closing Date by any
Borrower to any Person of its Capital Securities, warrants or options, or the
exercise of any such warrants or options, the excess of:


 


(a)  the gross cash proceeds received by
such Person from such sale, exercise or issuance, over


 


(b)  all reasonable and customary
underwriting commissions and legal, investment banking, brokerage and
accounting and other professional fees, sales commissions and disbursements
actually incurred in connection with such sale or issuance which have not been
paid to Affiliates of such Borrower in connection therewith.


 


“Net Income” means, for any period,
the aggregate of all amounts (exclusive of all amounts in respect of any
extraordinary gains or extraordinary losses) which would be included as net
income on the consolidated financial statements of the Borrowers and their Subsidiaries
for such period.


 


“Non-Excluded Taxes” means any Taxes
other than net income, branch profits and franchise Taxes imposed with respect
to any Secured Party by any Governmental Authority under the laws of which such
Secured Party is organized, in which it maintains its applicable lending office
or in which it does business (unless such net income, branch profits or
franchise 


 


21

















 


Taxes are imposed solely as
a result of such Secured Party doing business (as opposed to being organized or
having its applicable lending office) in a jurisdiction, where such imposition
is based solely on such Secured Party participating in, receiving any payments
under or enforcing its rights pursuant to, this Agreement).


 


“Non-U.S. Lender” means any Lender
that is not a “United States person”, as defined under Section 7701(a)(30)
of the Code.


 


“Note” means, as the context may
require, a Revolving Note, a Term Note or a Swing Line Note.


 


“Obligations” means
all obligations (monetary or otherwise, whether absolute or contingent, matured
or unmatured) of the Borrowers and each other Obligor arising under or in
connection with a Loan Document, including Reimbursement Obligations and the
principal of and premium, if any, and interest (including interest accruing
during the pendency of any proceeding of the type described in Section 8.1.9,
whether or not allowed in such proceeding) on the Loans.


 


“Obligor” means, as the context may
require, each Borrower and each Subsidiary Guarantor.


 


“Organic Document” means, relative to
any Obligor, as applicable, its certificate of incorporation, by-laws,
certificate of partnership, partnership agreement, certificate of formation,
limited liability agreement, operating agreement and all shareholder
agreements, voting trusts and similar arrangements applicable to any of such
Obligor’s Capital Securities.


 


“Other Taxes” means any and all stamp,
documentary or similar Taxes, or any other excise or property Taxes or similar
levies that arise on account of any payment made or required to be made under
any Loan Document or from the execution, delivery, registration, recording or
enforcement of any Loan Document.


 


“Participant” is defined in clause (e) of
Section 10.11.


 


“Patent Security Agreement” means any
Patent Security Agreement executed and delivered by any Obligor in
substantially the form attached as an exhibit to the Security Agreement, as
amended, supplemented, amended and restated or otherwise modified from time to
time.


 


“Patriot Act” means the USA PATRIOT
ACT (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as
amended and supplemented from time to time.


 


“Patriot Act Disclosures” means all
documentation and other information which the Administrative Agent or any
Lender reasonably requests in order to comply with its ongoing obligations
under applicable “know your customer” and anti-money laundering rules and
regulations, including the Patriot Act.


 


“PBGC” means the Pension Benefit
Guaranty Corporation and any Person succeeding to any or all of its functions
under ERISA.


 


22

















 


“Pension Plan” means a “pension plan”,
as such term is defined in Section 3(2) of ERISA, which is subject to
Title IV of ERISA (other than a multiemployer plan as defined in Section 4001(a)(3) of
ERISA), and to which the Borrowers or any corporation, trade or business that
is, along with the Borrowers, a member of a Controlled Group, may have
liability, including any liability by reason of having been a substantial
employer within the meaning of Section 4063 of ERISA at any time during
the preceding five years, or by reason of being deemed to be a contributing
sponsor under Section 4069 of ERISA.


 


“Percentage” means, as the context may
require, any Lender’s Revolving Loan Percentage or Term Loan Percentage.


 


“Permitted Acquisition” means (a) the
Acquisition and (b) an acquisition (whether pursuant to an acquisition of
Capital Securities, assets or otherwise) by any Borrower or any Subsidiary from
any Person of a business in which the following conditions are satisfied:


 


(i)  immediately before and after giving
effect to such acquisition no Default shall have occurred and be continuing or
would result therefrom (including under Section 7.1.8 and Section 7.2.1);
and


 


(ii)  for each acquisition for which the
purchase price (subject to working capital adjustments) exceeds $1,000,000, the
Borrowers shall have delivered to the Administrative Agent a Compliance
Certificate for the period of four full Fiscal Quarters immediately preceding
such acquisition (prepared in good faith and in a manner and using such
methodology which is consistent with the most recent financial statements
delivered pursuant to Section 7.1.1) giving pro forma
effect to the consummation of such acquisition and evidencing compliance with
the covenants set forth in Section 7.2.4.


 


“Permitted Sale-Leaseback” means,
collectively, the Alvarado Sale-Leaseback and the Shreveport Sale-Leaseback.


 


“Person” means any natural person,
corporation, limited liability company, partnership, joint venture,
association, trust or unincorporated organization, Governmental Authority or
any other legal entity, whether acting in an individual, fiduciary or other
capacity.


 


“Pledged Subsidiary” means each
Subsidiary in respect of which the Administrative Agent has been granted a
security interest in or a pledge of (i) any of the Capital Securities of
such Subsidiary or (ii) any intercompany notes of such Subsidiary owing to
the Borrowers or another Subsidiary.


 


“Pricing Level” means the level on the
table of Applicable Margin corresponding to the Applicable Rating then in
effect.


 


“Purchase Agreement” is defined in the
third recital.


 


“Quarterly Payment Date” means the
last day of April, July, October and January, or, if any such day is not a
Business Day, the next succeeding Business Day.


 


23

















 


“Rate Protection Agreement” means,
(without limiting any Obligor’s rights under Section 7.1.9),
collectively, any interest rate swap, cap, collar or similar agreement entered
into by the Borrowers or any of their respective Subsidiaries under which the
counterparty of such agreement is (or at the time such agreement was entered
into, was) the Administrative Agent, a Lender, an Affiliate of the
Administrative Agent or an Affiliate of a Lender.


 


“Refinancing” is defined in the first recital.


 


“Refunded Swing Line Loans” is defined
in clause (b) of Section 2.3.2.


 


“Register” is defined in clause (a) of
Section 2.7.


 


“Registration Rights Agreement” means (a) prior
to the Equity Contribution, the Registration Rights Agreement of Sabre dated May 9,
2006 and (b) following the Equity Contribution, the Registration Rights
Agreement of Holdings to be entered into concurrently with the consummation of
the Equity Contribution, in the form delivered to the Administrative Agent
prior to the Closing Date.


 


“Reimbursement Obligation” is defined
in Section 2.6.3.


 


“Reinvestment Amount” is defined in clause
(f) of Section 3.1.1.


 


“Rejection Notice” is defined in
clause (c) of Section 3.1.2.


 


“Release” means a “release”, as such
term is defined in CERCLA.


 


“Replacement Lender” is defined in clause
(h) of Section 10.11.


 


“Required Lenders” means, at any time,
Lenders holding at least 50.01% of the Total Exposure Amount.


 


“Resource Conservation and Recovery Act”
means the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et
seq., as amended.


 


“Restricted Payment” means (a) the
declaration or payment of any dividend (other than dividends payable solely in
Capital Securities of any Borrower or any Subsidiary) on, or the making of any
payment or distribution on account of, or setting apart assets for a sinking or
other analogous fund for the purchase, redemption, defeasance, retirement or
other acquisition of, any class of Capital Securities of any Borrower or any
Subsidiary or any warrants, options or other right or obligation to purchase or
acquire any such Capital Securities, whether now or hereafter outstanding, (b) the
making of any other distribution in respect of such Capital Securities, in each
case either directly or indirectly, whether in cash, property or obligations of
any Borrower or any Subsidiary or otherwise, or (c) the payment of any
management fees (including all Management Fees) by the Obligors; provided
that “Restricted Payment” shall be deemed to exclude (i) the Closing
Dividend Payment, (ii) a one-time dividend payment in an amount not to
exceed $3,100,000 to be made by Holdings to allow the Sabre Shareholders to
recoup any expenditures made from March 1, 2007 through the Closing Date
in connection with Capital Expenditures relating to the construction of the
Alvarado Facility and (iii) payments in connection with the 


 


24

















 


repurchase by Holdings of
Capital Securities issued to management pursuant to any equity incentive plan
or other document providing Holdings the contractual right to repurchase such
Capital Securities upon the occurrence of certain events.


 


“Revolving Loan” is defined in clause
(a) of Section 2.1.1.


 


“Revolving Loan Commitment” means,
relative to any Lender, such Lender’s obligation (if any) to make Revolving
Loans pursuant to clause (a) of Section 2.1.1.


 


“Revolving Loan Commitment Amount”
means, on any date, $25,000,000, as such amount may be reduced to $15,000,000
on the Additional Revolving Commitment Termination Date and may otherwise be
reduced from time to time, in each case pursuant to Section 2.2.


 


“Revolving Loan Commitment Termination
Date” means the earliest of


 


(a)  June 30, 2007 (if the initial Credit Extension has not
occurred on or prior to such date);


 


(b)  with respect to $10,000,000 of the Revolving Loan Commitment
Amount, the Additional Revolving Commitment Termination Date if the Acquisition
is not consummated on or prior to such date;


 


(c)  the date on which the Revolving Loan Commitment Amount is
terminated in full or reduced to zero pursuant to the terms of this Agreement;
and


 


(d)  the date on which any Commitment Termination Event occurs.


 


Upon the occurrence of any event described in
the preceding clauses (c) or (d), the Revolving Loan
Commitments shall terminate automatically and without any further action.


 


“Revolving Loan Lender” is defined in clause
(a) of Section 2.1.1.


 


“Revolving Loan Percentage” means,
relative to any Lender, the applicable percentage relating to Revolving Loans
set forth opposite its name on Schedule II hereto under the Revolving Loan
Commitment column or set forth in a Lender Assignment Agreement under the
Revolving Loan Commitment column, as such percentage may be adjusted from time
to time pursuant to Lender Assignment Agreements executed by such Lender and
its Assignee Lender and delivered pursuant to Section 10.11.1.  A Lender shall not have any Revolving Loan
Commitment if its percentage under the Revolving Loan Commitment column is
zero.


 


“Revolving Note” means a joint and
several promissory note of the Borrowers payable to any Revolving Loan Lender,
in the form of Exhibit A-1 hereto (as such promissory note may be
amended, endorsed or otherwise modified from time to time), evidencing the
aggregate Indebtedness of the Borrowers to such Revolving Loan Lender resulting
from outstanding Revolving Loans, and also means all other promissory notes
accepted from time to time in substitution therefor or renewal thereof.


 


25

















 


“S&P” means Standard &
Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.


 


“Sabre” is defined in the preamble.


 


“Sabre Shareholders” is defined in the
first recital.


 


“SCC” means Sabre Communications
Corporation, an Iowa corporation.


 


“SEC” means the Securities and
Exchange Commission.


 


“Secured Parties” means, collectively,
the Lenders, the Issuers, the Administrative Agent, each counterparty to a Rate
Protection Agreement that is (or at the time such Rate Protection Agreement was
entered into, was) a Lender or an Affiliate thereof and (in each case), each of
their respective successors, transferees and assigns.


 


“Security Agreement” means the Pledge
and Security Agreement executed and delivered by each Borrower and each
Subsidiary Guarantor, substantially in the form of Exhibit H
hereto, together with any supplemental Foreign Pledge Agreements delivered
pursuant to the terms of this Agreement, in each case as amended, supplemented,
amended and restated or otherwise modified from time to time.


 


“Sellers” means the sellers under the
Purchase Agreement.


 


“Shreveport Facility” means the
manufacturing facility and corporate offices of the Target located on real
property owned by the Target or CellXion Wireless in Bossier City, Louisiana.


 


“Shreveport Sale-Leaseback” means the
sale or transfer of all or any part of the Shreveport Facility by an Obligor to
another Person and the subsequent lease or rental thereof by such Obligor from
such Person.


 


“Sponsor” means Corinthian Capital
Group LLC.


 


“Solvent” means, with respect to any
Person and its Subsidiaries on a particular date, that on such date:


 


(a)  the fair value of the property of
such Person and its Subsidiaries on a consolidated basis is greater than the
total amount of liabilities, including contingent liabilities, of such Person
and its Subsidiaries on a consolidated basis;


 


(b)  the present fair salable value of
the assets of such Person and its Subsidiaries on a consolidated basis is not
less than the amount that will be required to pay the probable liability of
such Person and its Subsidiaries on a consolidated basis on its debts as they
become absolute and matured;


 


26

















 


(c)  such Person does not intend to, and
does not believe that it or its Subsidiaries will, incur debts or liabilities
beyond the ability of such Person and its Subsidiaries to pay as such debts and
liabilities mature; and


 


(d)  such Person and its Subsidiaries on
a consolidated basis is not engaged in business or a transaction, and such
Person and its Subsidiaries on a consolidated basis is not about to engage in a
business or a transaction, for which the property of such Person and its
Subsidiaries on a consolidated basis would constitute an unreasonably small
capital.  The amount of Contingent
Liabilities at any time shall be computed as the amount that, in light of all
the facts and circumstances existing at such time, can reasonably be expected
to become an actual or matured liability.


 


“Stated Amount” means, on any date and
with respect to a particular Letter of Credit, the total amount then available
to be drawn under such Letter of Credit.


 


“Stated Expiry Date” is defined in Section 2.6.


 


“Stated Maturity Date” means:


 


(a)  if the Acquisition is consummated, (i) June 26,
2013, with respect to all Revolving Loans and Swing Line Loans and (ii) June 26,
2014, with respect to all Term Loans; and


 


(b)  if the Acquisition is not consummated,
(i) June 26, 2011, with respect to all Revolving Loans and Swing Line
Loans and (ii) June 26, 2012, with respect to all Term Loans.


 


“Stockholders Agreement” means (a) prior
to the Equity Contribution, the Stockholders Agreement of Sabre dated May 9,
2006; and (b) following the Equity Contribution, the Stockholders
Agreement of Holdings to be entered into concurrently with the consummation of
the Equity Contribution, in the form delivered to the Administrative Agent
prior to the Closing Date.


 


“Subordinated Debt” means unsecured
Indebtedness of the Borrowers subordinated in right of payment to the
Obligations pursuant to documentation containing redemption and other
prepayment events, maturities, amortization schedules, covenants, events of
default, remedies, acceleration rights, subordination provisions and other
material terms reasonably satisfactory to the Required Lenders.


 


“Subordinated Debt Documents” means,
collectively, the loan agreements, indentures, note purchase agreements,
promissory notes (including, if applicable, the Acquisition Seller Notes),
guarantees, and other instruments and agreements evidencing the terms of
Subordinated Debt, as amended, supplemented, amended and restated or otherwise
modified in accordance with Section 7.2.12.


 


“Subordination Provisions” is defined
in Section 8.1.11.


 


27

















 


“Subsidiary” means, with respect to
any Person, any other Person of which more than 50% of the outstanding Voting
Securities of such other Person (irrespective of whether at the time Capital
Securities of any other class or classes of such other Person shall or might
have voting power upon the occurrence of any contingency) is at the time
directly or indirectly owned or controlled by such Person, by such Person and
one or more other Subsidiaries of such Person, or by one or more other
Subsidiaries of such Person.  Unless the
context otherwise specifically requires, the term “Subsidiary” shall be a
reference to (a) a Subsidiary of Sabre at all times prior to the
Acquisition Date and (b) a Subsidiary of Holdings at all times on or
following the Acquisition Date.


 


“Subsidiary Guarantor” means each
Subsidiary that has executed and delivered to the Administrative Agent the
Subsidiary Guaranty (including by means of a delivery of a supplement thereto).


 


“Subsidiary Guaranty” means the
subsidiary guaranty executed and delivered by an Authorized Officer of each
U.S. Subsidiary pursuant to the terms of this Agreement, substantially in the
form of Exhibit G hereto, as amended, supplemented, amended and
restated or otherwise modified from time to time.


 


“Swing Line Lender” means, subject to
the terms of this Agreement, Lender acceptable to the Borrowers and the Lead
Arranger.


 


“Swing Line Loan” is defined in clause
(b) of Section 2.1.1.


 


“Swing Line Loan Commitment” means the
Swing Line Lender’s obligation (if any) to make Swing Line Loans pursuant to clause
(b) of Section 2.1.1.


 


“Swing Line Loan Commitment Amount”
means, on any date, $5,000,000, as such amount may be reduced from time to time
pursuant to Section 2.2.


 


“Swing Line Note” means a promissory
note of the Borrowers payable to the Swing Line Lender, in the form of Exhibit A-3
hereto (as such promissory note may be amended, endorsed or otherwise modified
from time to time), evidencing the aggregate Indebtedness of the Borrowers to
the Swing Line Lender resulting from outstanding Swing Line Loans, and also
means all other promissory notes accepted from time to time in substitution
therefor or renewal thereof.


 


“Synthetic Lease” means, as applied to
any Person, any lease (including leases that may be terminated by the lessee at
any time) of any property (whether real, personal or mixed) (a) that is
not a capital lease in accordance with GAAP; and (b) in respect of which
the lessee retains or obtains ownership of the property so leased for federal
income tax purposes, other than any such lease under which that Person is the
lessor.


 


“Target” is defined in the preamble.


 


“Target Rollover Shareholders” is
defined in the second recital.


 


28

















 


“Taxes” means all income, stamp or
other taxes, duties, levies, imposts, charges, assessments, fees, deductions or
withholdings, now or hereafter imposed, levied, collected, withheld or assessed
by any Governmental Authority, and all interest, penalties or similar
liabilities with respect thereto.


 


“Term Loan Commitment” means, as the
context may require, the Closing Date Term B Commitment, Delayed Draw Term B
Commitment and, unless the context shall otherwise require,  any Incremental Term Loan Commitment made
pursuant to an Incremental Term Loan Assumption Agreement.


 


“Term Loan Commitment Amount” means,
as the context may require, the Closing Date Term B Commitment Amount and the
Delayed Draw Term B Commitment Amount and, unless the context shall otherwise
require, the amount of any Incremental Term Loan Commitment made pursuant to an
Incremental Term Loan Assumption Agreement.


 


 “Term
Loan Lender” means any Lender that has a Closing Date Term B Commitment and
a Delayed Draw Term B Commitment.  Unless
the context shall otherwise require, the term “Term Loan Lenders” shall also
include the Incremental Term Loan Lenders.


 


“Term Loan Percentage” means, relative
to any Lender, the applicable percentage relating to Closing Date Term B Loans
or Delayed Draw Term B Loans, as the case may be, set forth opposite its name
on Schedule II hereto under the Term Loan Commitment column or set forth
in a Lender Assignment Agreement under the applicable Term Loan Commitment
column, as such percentage may be adjusted from time to time pursuant to Lender
Assignment Agreements executed by such Lender and its Assignee Lender and
delivered pursuant to Section 10.11.  A Lender shall not have any Closing Date Term
B Commitment or Delayed Draw Term B Commitment if its percentage under such
applicable Term Loan Commitment column is zero.


 


“Term Loans” means, collectively, the
Closing Date Term B Loans, the Delayed Draw Term B Loans and, unless the
context shall otherwise require, any Incremental Term Loans made pursuant to an
Incremental Term Loan Assumption Agreement.


 


“Term Note” means a joint and several
promissory note of the Borrowers payable to any Lender, in the form of Exhibit A-2
hereto (as such promissory note may be amended, endorsed or otherwise modified
from time to time), evidencing the aggregate Indebtedness of the Borrowers to
such Lender resulting from outstanding Closing Date Term B Loans or Delayed
Draw Term B Loans, and also means all other promissory notes accepted from time
to time in substitution therefor or renewal thereof.


 


“Termination Date” means the date on
which all monetary Obligations (other than claims for indemnification, gross-up
or similar claims not then asserted) have been paid in full in cash, all
Letters of Credit have been terminated or expired (or been Cash
Collateralized), all Rate Protection Agreements have been terminated and all
Commitments shall have terminated.


 


“Total Debt” means, on any date (a) the
outstanding principal amount of all Indebtedness of the Borrowers and their
Subsidiaries of the type referred to in clause (a) (which, in the
case of the Loans, shall be deemed to equal the average daily amount of the
Loans outstanding for the 


 


29

















 


Fiscal Quarter ending on or
immediately preceding the date of determination) minus the amount
deposited in the Escrow Account on such date; (b) clause (b) (which,
in the case of Letter of Credit Outstandings shall be deemed to equal the
average daily amount of Letter of Credit Outstandings for the Fiscal Quarter
ending on or immediately preceding the date of determination); (c) clause
(c) and clause (f), in each case of the definition of “Indebtedness”
(exclusive of intercompany Indebtedness between any of the Borrowers and the
Subsidiaries); and (d) any Contingent Liability in respect of any of the
foregoing.


 


“Total Exposure Amount” means, on any
date of determination (and without duplication), the outstanding principal
amount of all Loans, the aggregate amount of all Letter of Credit Outstandings
and the unfunded amount of the Commitments.


 


“Trademark Security Agreement” means
any Trademark Security Agreement executed and delivered by any Obligor
substantially in the form attached as an exhibit to the Security Agreement, as
amended, supplemented, amended and restated or otherwise modified from time to
time.


 


“Transaction” means, collectively, the
Refinancing, the Closing Dividend Payment, the Acquisition, the Equity
Contribution, the Cash Contribution, the making by the Lenders of Credit
Extensions on the Closing Date and Acquisition Date, Hedging Obligations and
each of the other transactions contemplated hereby.


 


 “Transaction
Documents” means, collectively, the Purchase Agreement and all exhibits and
schedules thereto, the Escrow Agreement and the Contribution Agreements, in
each case as amended, supplemented, amended and restated or otherwise modified
from time to time in accordance with Section 7.2.12.


 


“Transaction Expenses” means the
aggregate amount of fees and expenses payable as a result of, and in connection
with, the Transaction.


 


“type” means, relative to any Loan,
the portion thereof, if any, being maintained as a Base Rate Loan or a LIBO
Rate Loan.


 


“UCC” 
means the Uniform Commercial Code as in effect from time to time in the
State of New York; provided that, if, with respect to any Filing
Statement or by reason of any provisions of law, the perfection or the effect
of perfection or non-perfection of the security interests granted to the
Administrative Agent pursuant to the applicable Loan Document is governed by
the Uniform Commercial Code as in effect in a jurisdiction of the United States
other than New York, then “UCC” means the Uniform Commercial Code as in
effect from time to time in such other jurisdiction for purposes of the
provisions of each Loan Document and any Filing Statement relating to such
perfection or effect of perfection or non-perfection.


 


“United States” or “U.S.” means
the United States of America, its fifty states and the District of Columbia.


 


“U.S. Subsidiary” means any Subsidiary
that is incorporated or organized under the laws of the United States, a state
thereof or the District of Columbia.


 


30














 


“Voting Securities” means, with
respect to any Person, Capital Securities of any class or kind ordinarily
having the power to vote for the election of directors, managers or other
voting members of the governing body of such Person.


 


“Welfare Plan” means a “welfare plan”,
as such term is defined in Section 3(1) of ERISA.


 


“wholly owned Subsidiary” means, with
respect to any Person, any Subsidiary of such Person, all of the outstanding
Capital Securities of which (other than any director’s qualifying shares or
investments by foreign nationals mandated by applicable laws) is owned directly
or indirectly by such Persons.


 


SECTION 1.2. 
Use of Defined Terms. 
Unless otherwise defined or the context otherwise requires, terms for
which meanings are provided in this Agreement shall have such meanings when
used in each other Loan Document and the Disclosure Schedule.


 


SECTION 1.3. 
Cross-References.  Unless
otherwise specified, references in a Loan Document to any Article or Section are
references to such Article or Section of such Loan Document, and
references in any Article, Section or definition to any clause are
references to such clause of such Article, Section or definition.


 


SECTION 1.4. 
Accounting and Financial Determinations.  Unless otherwise specified, all accounting
terms used in each Loan Document shall be interpreted, and all accounting
determinations and computations thereunder (including under Section 7.2.4
and the definitions used in such calculations) shall be made, in accordance
with those generally accepted accounting principles (“GAAP”) applied in
the preparation of the financial statements referred to in Section 5.1.6
and Section 5.2.8.  Unless
otherwise expressly provided, all financial covenants and defined financial
terms shall be computed on a consolidated basis for Holdings and its
Subsidiaries, in each case without duplication.


 


ARTICLE II

COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES, NOTES AND LETTERS OF CREDIT


 


SECTION 2.1. 
Commitments.  On the terms
and subject to the conditions of this Agreement, the Lenders and the Issuers
severally agree to make Credit Extensions as set forth below.


 


SECTION 2.1.1. 
Revolving Loan Commitment and Swing Line Loan Commitment.  From time to time on any Business Day
occurring from and after the Effective Date but prior to the Revolving Loan
Commitment Termination Date,


 


(a)  each Lender that has a (i) a Revolving Loan Commitment
(referred to as a “Revolving Loan Lender”), agrees that it will make
loans (relative to such Lender, its “Revolving Loans”) to the Borrowers
equal to such Lender’s Revolving Loan Percentage of the aggregate amount of
each Borrowing of the Revolving Loans requested by the Borrowers to be made on
such day; provided that, prior to the Acquisition Date, no 


 


31

















 


Revolving Loan
Lender shall be permitted or required to make any Revolving Loan if the
aggregate outstanding Revolving Loans at such time equals $15,000,000; and


 


(b)  the Swing Line Lender agrees that it will make loans (its “Swing
Line Loans”) to the Borrowers equal to the principal amount of the Swing
Line Loan requested by the Borrowers to be made on such day.


 


On the terms and subject to the conditions hereof,
the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans
and Swing Line Loans.  No Revolving Loan
Lender shall be permitted or required to make any Revolving Loan if, after
giving effect thereto, the aggregate outstanding principal amount of all
Revolving Loans of such Revolving Loan Lender, together with such Lender’s
Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and
Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan
Percentage of the then existing Revolving Loan Commitment Amount.  Furthermore, the Swing Line Lender shall not
be permitted or required to make Swing Line Loans if, after giving effect
thereto, (i) the aggregate outstanding principal amount of all Swing Line
Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless
otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum
of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus
the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of
Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving
Loan Percentage of the then existing Revolving Loan Commitment Amount.


 


SECTION 2.1.2. 
Letter of Credit Commitment. 
From time to time on any Business Day occurring from the Closing Date
but three days prior to the Revolving Loan Commitment Termination Date, the
relevant Issuer agrees that it will:


 


(a)  issue one or more standby letters of credit (relative to such
Issuer, its “Letter of Credit”) for the account of the Borrowers or any
Subsidiary Guarantor in the Stated Amount requested by the Borrowers on such
day; or


 


(b)  extend the Stated Expiry Date of an existing standby Letter
of Credit previously issued hereunder.


 


No Issuer shall be permitted or required to issue
any Letter of Credit if, after giving effect thereto, (i) the aggregate
amount of all Letter of Credit Outstandings would exceed the Letter of Credit
Commitment Amount or (ii) the sum of the aggregate amount of all Letter of
Credit Outstandings plus the aggregate principal amount of all Revolving Loans
and Swing Line Loans then outstanding would exceed the Revolving Loan
Commitment Amount.


 


SECTION 2.1.3. 
Term Loan Commitment.  In
two Borrowings (each of which shall be a Business Day), the first Borrowing
occurring on the Closing Date and the second Borrowing occurring on the
Acquisition Date, each Lender that has a Term Loan Commitment agrees that it
will:


 


(a)  make loans (relative to such Lender, its “Closing Date
Term B Loans”) to Sabre equal to such Lender’s Term Loan Percentage of the
aggregate amount of the Borrowing of Closing Date Term B Loans requested by the
Borrowers to be made on such day; or


 


32

















 


(b)  make loans (relative to such Lender, its “Delayed Draw
Term B Loans”) to the Borrowers equal to such Lender’s Term Loan Percentage
of the aggregate amount of the Borrowing of Delayed Draw Term B Loans requested
by the Borrowers to be made on such day.


 


No amounts paid or prepaid with respect to
Term Loans may be reborrowed.


 


SECTION 2.2. 
Reduction of the Commitment Amounts.  The Commitment Amounts are subject to
reduction from time to time as set forth below.


 


SECTION 2.2.1. 
Optional.  The Borrowers
may, from time to time on any Business Day occurring after the Effective Date,
voluntarily reduce the amount of the Revolving Loan Commitment Amount, the
Swing Line Loan Commitment Amount or the Letter of Credit Commitment Amount on
the Business Day so specified by the Borrowers; provided that, all such
reductions shall require at least one Business Day’s prior notice to the
Administrative Agent and be permanent, and any partial reduction of any
Commitment Amount shall be in a minimum amount of $1,000,000 and in an integral
multiple of $500,000.  Any optional or
mandatory reduction of the Revolving Loan Commitment Amount pursuant to the
terms of this Agreement which reduces the Revolving Loan Commitment Amount
below the sum of (i) the Swing Line Loan Commitment Amount and (ii) the
Letter of Credit Commitment Amount shall result in an automatic and
corresponding reduction of the Swing Line Loan Commitment Amount and/or Letter
of Credit Commitment Amount (as directed by the Borrowers in a notice to the
Administrative Agent delivered together with the notice of such voluntary
reduction in the Revolving Loan Commitment Amount) to an aggregate amount not
in excess of the Revolving Loan Commitment Amount, as so reduced, without any
further action on the part of the Swing Line Lender or any Issuer.


 


SECTION 2.2.2. 
Mandatory.  The Revolving
Loan Commitment Amount shall be reduced as set forth below.


 


(a)  Following the prepayment in full of the Term Loans, the
Revolving Loan Commitment Amount shall, without any further action,
automatically and permanently be reduced on the date the Term Loans would
otherwise have been required to be prepaid with any Net Equity Proceeds, Net
Debt Proceeds, Net Disposition Proceeds or Net Casualty Proceeds in an amount
equal to the amount by which the Term Loans would otherwise be required to be
prepaid if Term Loans had been outstanding; provided that the Revolving
Loan Commitment Amount shall not be reduced to less than $10,000,000 pursuant
to this clause (a).


 


(b)  In the event that the Acquisition is not consummated on or
prior to the Additional Revolving Loan Commitment Termination Date, the
Revolving Loan Commitment Amount shall, without any further action,
automatically and permanently be reduced to $15,000,000 on such date.


 


SECTION 2.3. 
Borrowing Procedures. 
Loans (other than Swing Line Loans) shall be made by the Lenders in
accordance with Section 2.3.1, and Swing Line Loans shall be made
by the Swing Line Lender in accordance with Section 2.3.2.


 


33

















 


SECTION 2.3.1. 
Borrowing Procedure.  In
the case of Loans (other than Swing Line Loans), by delivering a Borrowing
Request to the Administrative Agent on or before 10:00 a.m. on a Business
Day, the Borrowers may from time to time irrevocably request, on not less than
one Business Day’s notice in the case of Base Rate Loans, or three Business
Days’ notice in the case of LIBO Rate Loans, and in either case not more than
five Business Days’ notice, that a Borrowing be made, in the case of LIBO Rate
Loans, in a minimum amount of $1,000,000 and an integral multiple of $500,000,
in the case of Base Rate Loans, in a minimum amount of $1,000,000 and an
integral multiple of $500,000 or, in either case, in the unused amount of the
applicable Commitment; provided that, all of the Loans made on the
Closing Date shall be made as Base Rate Loans. 
On the terms and subject to the conditions of this Agreement, each
Borrowing shall be comprised of the type of Loans, and shall be made on the
Business Day, specified in such Borrowing Request.  In the case of other than Swing Line Loans,
on or before 11:00 a.m. on such Business Day each Lender that has a
Commitment to make the Loans being requested shall deposit with the
Administrative Agent same day funds in an amount equal to such Lender’s
Percentage of the requested Borrowing. 
Such deposit will be made to an account which the Administrative Agent
shall specify from time to time by notice to the Lenders.  To the extent funds are received from the
Lenders, the Administrative Agent shall make such funds available to the
Borrowers by wire transfer to the accounts the Borrowers shall have specified
in its Borrowing Request.  No Lender’s
obligation to make any Loan shall be affected by any other Lender’s failure to
make any Loan.


 


SECTION 2.3.2. 
Swing Line Loans; Participations, etc.  Swing Line Loans shall be made in accordance
with the following terms.


 


(a)  By telephonic notice to the Swing Line Lender on or before
12:00 noon on a Business Day (followed (within one Business Day) by the
delivery of a confirming Borrowing Request), the Borrowers may from time to
time irrevocably request that Swing Line Loans be made by the Swing Line Lender
in an aggregate minimum principal amount of $500,000 and an integral multiple
of $100,000.  All Swing Line Loans shall
be made as Base Rate Loans and shall not be entitled to be converted into LIBO
Rate Loans.  The proceeds of each Swing
Line Loan shall be made available by the Swing Line Lender to the Borrowers by
wire transfer to the account the Borrowers shall have specified in its notice
therefor by the close of business on the Business Day telephonic notice is
received by the Swing Line Lender.  Upon
the making of each Swing Line Loan, and without further action on the part of
the Swing Line Lender or any other Person, each Revolving Loan Lender (other
than the Swing Line Lender) shall be deemed to have irrevocably purchased, to
the extent of its Revolving Loan Percentage, participation interest in such
Swing Line Loan, and such Revolving Loan Lender, shall, to the extent of its
Revolving Loan Percentage be responsible for reimbursing within one Business
Day the Swing Line Lender for Swing Line Loans which have not been reimbursed
by the Borrowers in accordance with the terms of this Agreement.


 


(b)  If (i) any Swing Line Loan shall be outstanding for more
than four Business Days, (ii) any Swing Line Loan is or will be
outstanding on a date when the Borrowers request that a Revolving Loan be made,
or (iii) any Default shall occur and be continuing, then each Revolving
Loan Lender (other than the Swing Line Lender) irrevocably agrees that it will,
at the request of the Swing Line Lender, make a Revolving Loan (which shall 


 


34

















 


initially be
funded as a Base Rate Loan) in an amount equal to such Lender’s Revolving Loan
Percentage of the aggregate principal amount of all such Swing Line Loans then
outstanding (such outstanding Swing Line Loans hereinafter referred to as the “Refunded
Swing Line Loans”).  On or before
11:00 a.m. on the first Business Day following receipt by each Revolving
Loan Lender of a request to make Revolving Loans as provided in the preceding
sentence, each Revolving Loan Lender shall deposit in an account specified by
the Swing Line Lender the amount so requested in same day funds and such funds
shall be applied by the Swing Line Lender to repay the Refunded Swing Line
Loans.  At the time the Revolving Loan
Lenders make the above referenced Revolving Loans the Swing Line Lender shall
be deemed to have made, in consideration of the making of the Refunded Swing
Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s
Revolving Loan Percentage of the aggregate principal amount of the Refunded
Swing Line Loans.  Upon the making (or
deemed making, in the case of the Swing Line Lender) of any Revolving Loans
pursuant to this clause, the amount so funded shall become an outstanding
Revolving Loan and shall no longer be owed as a Swing Line Loan.  All interest payable with respect to any
Revolving Loans made (or deemed made, in the case of the Swing Line Lender)
pursuant to this clause shall be appropriately adjusted to reflect the period
of time during which the Swing Line Lender had outstanding Swing Line Loans in
respect of which such Revolving Loans were made.  Each Revolving Loan Lender’s obligation to
make the Revolving Loans referred to in this clause shall be absolute and
unconditional and shall not be affected by any circumstance, including (i) any
set-off, counterclaim, recoupment, defense or other right which such Lender may
have against the Swing Line Lender, any Obligor or any Person for any reason
whatsoever; (ii) the occurrence or continuance of any Default; (iii) any
adverse change in the condition (financial or otherwise) of any Obligor; (iv) the
acceleration or maturity of any Obligations or the termination of any
Commitment after the making of any Swing Line Loan; (v) any breach of any
Loan Document by any Person; or (vi) any other circumstance, happening or
event whatsoever, whether or not similar to any of the foregoing.


 


SECTION 2.4. 
Continuation and Conversion Elections.  By delivering a Continuation/Conversion
Notice to the Administrative Agent on or before 10:00 a.m. on a Business
Day, the Borrowers may from time to time irrevocably elect, on not less than
three Business Day’s notice in the case of Base Rate Loans, or three Business
Days’ notice in the case of LIBO Rate Loans, and in either case not more than
five Business Days’ notice, that all, or any portion in an aggregate minimum
amount of $1,000,000 and an integral multiple of $500,000 be, in the case of
Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate
Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (in the
absence of delivery of a Continuation/Conversion Notice with respect to any
LIBO Rate Loan at least three Business Days (but not more than five Business
Days) before the last day of the then current Interest Period with respect
thereto, such LIBO Rate Loan shall, on such last day, automatically convert to
a Base Rate Loan); provided that, (x) each such conversion or
continuation shall be pro rated among the applicable outstanding Loans of all
Lenders that have made such Loans, and (y) no portion of the outstanding
principal amount of any Loans may be continued as, or be converted into, LIBO
Rate Loans when any Default has occurred and is continuing.


 


35

















 


SECTION 2.5. 
Funding.  Each Lender may,
if it so elects, fulfill its obligation to make, continue or convert LIBO Rate
Loans hereunder by causing one of its foreign branches or Affiliates (or an
international banking facility created by such Lender) to make or maintain such
LIBO Rate Loan; provided that, such LIBO Rate Loan shall nonetheless be
deemed to have been made and to be held by such Lender, and the obligation of
the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender
for the account of such foreign branch, Affiliate or international banking
facility.  In addition, the Borrowers
hereby consent and agree that, for purposes of any determination to be made for
purposes of Sections 4.1, 4.2, 4.3 and 4.4, it
shall be conclusively assumed that each Lender elected to fund all LIBO Rate
Loans by purchasing Dollar deposits in its LIBOR Office’s interbank eurodollar
market.


 


SECTION 2.6. 
Issuance Procedures.  By
delivering to the Administrative Agent an Issuance Request on or before 10:00 a.m.
on a Business Day, the Borrowers may from time to time irrevocably request on
not less than three nor more than ten Business Days’ notice, in the case of an
initial issuance of a Letter of Credit and not less than three Business Days’
prior notice, in the case of a request for the extension of the Stated Expiry
Date of a standby Letter of Credit (in each case, unless a shorter notice
period is agreed to by the Issuer, in its sole discretion), that an Issuer
issue, or extend the Stated Expiry Date of, a Letter of Credit in such form as
may be requested by the Borrowers and approved by such Issuer, solely for the
purposes described in Section 7.1.7.  Each Letter of Credit shall by its terms be
stated to expire on a date (its “Stated Expiry Date”) no later than the
earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) (unless
otherwise agreed to by an Issuer, in its sole discretion), one year from the
date of its issuance.  Each Issuer will
make available to the beneficiary thereof the original of the Letter of Credit
which it issues.


 


SECTION 2.6.1. 
Other Lenders Participation. 
Upon the issuance of each Letter of Credit, and without further action,
each Revolving Loan Lender (other than the Issuer) shall be deemed to have
irrevocably purchased, to the extent of its Revolving Loan Percentage, a
participation interest in such Letter of Credit (including the Contingent
Liability and any Reimbursement Obligation with respect thereto), and such
Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage,
reimburse the Issuer within one Business Day following receipt of a notice
pursuant to this Section for Reimbursement Obligations which have not been
reimbursed by the Borrowers in accordance with Section 2.6.3.  In addition, such Revolving Loan Lender
shall, to the extent of its Revolving Loan Percentage, be entitled to receive a
ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3
with respect to each Letter of Credit (other than the issuance fees payable to
the Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3)
and of interest payable pursuant to Section 3.2 with respect to any
Reimbursement Obligation.  To the extent
that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement,
such Lender shall be entitled to receive its ratable portion of any amounts
subsequently received (from the Borrowers or otherwise) in respect of such
Disbursement.


 


SECTION 2.6.2. 
Disbursements.  An Issuer
will notify the Borrowers and the Administrative Agent promptly of the
presentment for payment of any Letter of Credit issued by such Issuer, together
with notice of the date (the “Disbursement Date”) such payment shall be
made (each such payment, a “Disbursement”).  Subject to the terms and provisions of such
Letter of Credit and this Agreement, the applicable Issuer shall make such
payment to the beneficiary 


 


36

















 


(or its designee) of such Letter of Credit.  Prior to 11:00 a.m. on the first
Business Day following the Disbursement Date, the Borrowers will reimburse the
Administrative Agent (which may be financed by a Revolving Loan or Swing Line
Loan), for the account of the applicable Issuer, for all amounts which such
Issuer has disbursed under such Letter of Credit, together with interest
thereon equal to the rate per annum then in effect for Base Rate Loans (with
the then Applicable Margin for Revolving Loans accruing on such amount)
pursuant to clause (a) of Section 3.2.1 for the period
from the Disbursement Date through the date of such reimbursement.  Without limiting in any way the foregoing and
notwithstanding anything to the contrary contained herein or in any separate
application for any Letter of Credit, each Borrower hereby acknowledges and
agrees that it shall be obligated jointly and severally to reimburse the applicable
Issuer upon each Disbursement of a Letter of Credit, and it shall be deemed to
be the obligor for purposes of each such Letter of Credit issued hereunder
(whether the account party on such Letter of Credit is a Borrower or a
Subsidiary Guarantor).


 


SECTION 2.6.3. 
Reimbursement.  The
obligation (a “Reimbursement Obligation”) of the Borrowers under Section 2.6.2
to reimburse an Issuer with respect to each Disbursement (including interest
thereon), and, upon the failure of the Borrowers to reimburse an Issuer, each
Revolving Loan Lender’s obligation under Section 2.6.1 to reimburse
an Issuer, shall be absolute and unconditional under any and all circumstances
and irrespective of any setoff, counterclaim or defense to payment which the
Borrowers or such Revolving Loan Lender, as the case may be, may have or have
had against such Issuer or any Lender, including any defense based upon the
failure of any Disbursement to conform to the terms of the applicable Letter of
Credit (if, in such Issuer’s good faith and reasonable opinion, such
Disbursement is determined to be appropriate) or any non-application or
misapplication by the beneficiary of the proceeds of such Letter of Credit; provided
that, after paying in full its Reimbursement Obligation hereunder, nothing
herein shall adversely affect the right of the Borrowers or such Lender, as the
case may be, to commence any proceeding against an Issuer for any wrongful
Disbursement made by such Issuer under a Letter of Credit as a result of acts
or omissions constituting gross negligence or willful misconduct on the part of
such Issuer.


 


SECTION 2.6.4. 
Deemed Disbursements.  Upon
the occurrence and during the continuation of any Default under Section 8.1.9
or upon notification by the Administrative Agent (acting at the direction of
the Required Lenders) to the Borrowers of their obligations under this Section,
following the occurrence and during the continuation of any other Event of
Default,


 


(a)  the aggregate Stated Amount of all Letters of Credit shall,
without demand upon or notice to the Borrowers or any other Person, be deemed
to have been paid or disbursed by the Issuers of such Letters of Credit
(notwithstanding that such amount may not in fact have been paid or disbursed);
and


 


(b)  the Borrowers shall be immediately obligated to reimburse the
Issuers for the amount deemed to have been so paid or disbursed by such
Issuers.


 


Amounts payable by the Borrowers pursuant to this Section shall
be deposited in immediately available funds with the Administrative Agent and
held as collateral security for the Reimbursement Obligations.  When all Defaults giving rise to the deemed
disbursements under this Section have been cured or waived the
Administrative Agent shall return to the Borrowers 


 


37

















 


all amounts then on deposit with the Administrative
Agent pursuant to this Section which have not been applied to the
satisfaction of the Reimbursement Obligations.


 


SECTION 2.6.5. 
Nature of Reimbursement Obligations.  Each Borrower, each other Obligor and, to the
extent set forth in Section 2.6.1, each Revolving Loan Lender shall
assume all risks of the acts, omissions or misuse of any Letter of Credit by
the beneficiary thereof.  No Issuer
(except to the extent of its own gross negligence or willful misconduct) shall
be responsible for:


 


(a)  the form, validity, sufficiency, accuracy, genuineness or
legal effect of any Letter of Credit or any document submitted by any party in
connection with the application for and issuance of a Letter of Credit, even if
it should in fact prove to be in any or all respects invalid, insufficient,
inaccurate, fraudulent or forged;


 


(b)  the form, validity, sufficiency, accuracy, genuineness or
legal effect of any instrument transferring or assigning or purporting to
transfer or assign a Letter of Credit or the rights or benefits thereunder or
the proceeds thereof in whole or in part, which may prove to be invalid or
ineffective for any reason;


 


(c)  failure of the beneficiary to comply fully with conditions
required in order to demand payment under a Letter of Credit;


 


(d)  errors, omissions, interruptions or delays in transmission or
delivery of any messages, by mail, cable, telegraph, telex or otherwise; or


 


(e)  any loss or delay in the transmission or otherwise of any
document or draft required in order to make a Disbursement under a Letter of
Credit.


 


None of the foregoing shall affect, impair or
prevent the vesting of any of the rights or powers granted to any Issuer or any
Revolving Loan Lender hereunder.  In
furtherance and not in limitation or derogation of any of the foregoing, any
action taken or omitted to be taken by an Issuer in good faith (and not
constituting gross negligence or willful misconduct) shall be binding upon each
Obligor and each such Secured Party, and shall not put such Issuer under any
resulting liability to any Obligor or any Secured Party, as the case may be.


 


SECTION 2.7. 
Register; Notes.  The
Register shall be maintained on the following terms.


 


(a)  Each Borrower hereby designates the Administrative Agent to
serve as such Borrower’s agent, solely for the purpose of this clause, to
maintain a register (the “Register”) on which the Administrative Agent
will record each Lender’s Commitment, the Loans made by each Lender and each
repayment in respect of the principal amount of the Loans, annexed to which the
Administrative Agent shall retain a copy of each Lender Assignment Agreement
delivered to the Administrative Agent pursuant to Section 10.11.  Failure to make any recordation, or any error
in such recordation, shall not affect any Obligor’s Obligations.  The entries in the Register shall be
conclusive, in the absence of manifest error, and the Borrowers, the
Administrative Agent and the Lenders shall treat each Person in whose name a
Loan is registered (or, if applicable, to which a Note has 


 


38

















 


been issued) as
the owner thereof for the purposes of all Loan Documents, notwithstanding
notice or any provision herein to the contrary. 
Any assignment or transfer of a Commitment or the Loans made pursuant
hereto shall be registered in the Register only upon delivery to the
Administrative Agent of a Lender Assignment Agreement that has been executed by
the requisite parties pursuant to Section 10.11.  No assignment or transfer of a Lender’s
Commitment or Loans shall be effective unless such assignment or transfer shall
have been recorded in the Register by the Administrative Agent as provided in
this Section.


 


(b)  Each Borrower agrees that, upon the request to the
Administrative Agent by any Lender, such Borrower will execute and deliver to
such Lender a Note evidencing the Loans made by, and payable (jointly and
severally among the Borrowers) to the order of, such Lender in a maximum
principal amount equal to such Lender’s Percentage of the original applicable
Commitment Amount.  Each Borrower hereby
irrevocably authorizes each Lender to make (or cause to be made) appropriate
notations on the grid attached to such Lender’s Note (or on any continuation of
such grid), which notations, if made, shall evidence, inter alia,
the date of, the outstanding principal amount of, and the interest rate and
Interest Period applicable to the Loans evidenced thereby.  Such notations shall, to the extent not
inconsistent with notations made by the Administrative Agent in the Register,
be conclusive and binding on each Obligor absent manifest error; provided
that, the failure of any Lender to make any such notations shall not limit or
otherwise affect any Obligations of any Obligor.


 


SECTION 2.8. 
Incremental Credit Extensions. 
(a)  The Borrowers may at any time or from time to time after the
Closing Date (but no more than twice over the term of this Agreement), by
notice to the Administrative Agent (whereupon the Administrative Agent shall
promptly deliver a copy to each of the Lenders), request one or more
Incremental Term Loan Commitments, provided that any such request shall
be conditioned upon the following:


 


(i)                                     the aggregate
amount of Incremental Term Loan Commitments that may be requested by the
Borrowers may not exceed $15,000,000;


 


(ii)                                  each notice
delivered by the Borrowers to the Administrative Agent shall specify (A) the
date on which Borrower proposes that the Incremental Term Loan Commitments
shall be effective, which shall be a date not less than 10 days nor more than
21 days after the date on which such notice is delivered to the Administrative
Agent, (B) the amount of the Incremental Term Loan Commitments being
requested (which requests shall be in minimum increments of $1,000,000 and a
minimum amount of $1,000,000) and (C) the use of proceeds of the requested
Incremental Term Loans;


 


(iii)                               at the time of
any such request, after giving effect to the effectiveness of any Incremental
Amendment referred to below and after giving effect to the establishment of the
Incremental Term Loan Commitments, the incurrence of the Incremental Term
Loans, no Default or Event of Default shall have occurred and be continuing or
would result therefrom; and


 


39

















 


(iv)                              the Borrowers
shall be in pro forma compliance with the financial
covenants set forth in Section 7.2.4 as at the end of the most
recent four consecutive fiscal quarter period for which financial statements
are required to be delivered pursuant to Section 7.1.1 prior to the
date of the making of the Incremental Term Loans (giving effect to the
incurrence of the Incremental Term Loans as if it had occurred on the first day
of such four consecutive fiscal quarter period and giving effect to any other
appropriate pro forma calculations, including any
acquisitions or dispositions occurring after the beginning of such four
consecutive fiscal quarter period but prior to or simultaneous with the borrowing
of such Incremental Term Loans), and in any event calculated in a manner
consistent with the financial statements described in Section 6.5.


 


The Incremental Term Loans (a) shall
rank pari passu in right of payment and of security with the
Revolving Loans and the existing Term Loans, (b) shall not mature earlier
than the Stated Maturity Date for Term Loans and (c) shall be treated the
same as the existing Term Loans (in each case, including with respect to
scheduled amortization and mandatory and voluntary prepayments; it being
understood that scheduled payments and prepayments shall be applied pro rata
to the Incremental Term Loans based on the aggregate principal amount of
existing Term Loans and Incremental Term Loans then outstanding and in
accordance with the terms of Sections 4.7), provided that the
interest rates applicable to the Incremental Term Loans (including any original
issue discount, fees or other compensation paid in respect thereof) shall be
determined by the Borrowers and the lenders thereof.  The foregoing notwithstanding, if the
effective per annum yield of the Incremental Term Loans exceeds by more than
0.25% per annum the effective per annum yield of the Term Loans already
outstanding (taking into consideration applicable interest rates, any original
issue discount, fees and all other compensation paid to the lenders (including
any existing Lenders) providing the Incremental Term Loans), each Borrower
agrees, as a further condition precedent to the establishment of the
Incremental Term Loan Commitments and the incurrence of the Incremental Term
Loans, to enter into an amendment to this Agreement, in form and substance
satisfactory to the Administrative Agent, to increase the interest rate, fees
or other compensation payable to the existing Term Loan Lenders such that the
existing Term Loan Lenders receive the same compensation as is to be provided
to the lenders providing the Incremental Term Loan Commitments.


 


(b)                                 Incremental Term Loan
Commitments may be made by any existing Lender (although no Lender shall have
any right or obligation to provide an Incremental Term Loan Commitment) or by
any other bank or other lender (any such other bank or other lender being
called an “Additional Lender”), provided that the Administrative
Agent shall have consented (such consent not to be unreasonably withheld) to
such Lender’s or Additional Lender’s establishing an Incremental Term Loan
Commitment if such consent would be required under Section 10.11
for an assignment of Loans to such Lender or Additional Lender.  Each Borrower and each Incremental Term Loan
Lender shall execute and deliver to the Administrative Agent an Incremental
Term Loan Assumption Agreement and such other documentation as the
Administrative Agent shall reasonably specify to evidence the Incremental Term
Loan Commitment of such Incremental Term Loan Lender.  Each Incremental Term Loan Assumption
Agreement shall specify the terms of the Incremental Term Loans to be made
thereunder (which terms, to the extent inconsistent with the terms under this
Agreement, shall be reasonably satisfactory to the Administrative Agent). As a
condition to the effectiveness of any Incremental


 


40














 


Term Loan Assumption
Agreement, all fees and expenses owing in respect of such Incremental Term
Loans shall have been paid to the Lenders and/or the Additional Lenders, as
applicable.  Each of the parties hereto
hereby agrees that, upon the effectiveness of any Incremental Term Loan
Assumption Agreement, Incremental Term Loan Commitments thereunder shall be
deemed to be Commitments under this Agreement, and this Agreement shall be
deemed amended to the extent (but only to the extent) necessary to reflect the
existence and terms of the Incremental Term Loan Commitment evidenced thereby
and any increase to the Applicable Margins required by the foregoing provisions
of this Section 2.8.  Any
such deemed amendment may be memorialized in writing by the Administrative
Agent and the Borrowers and furnished to the other parties hereto.


 


ARTICLE III

REPAYMENTS, PREPAYMENTS, INTEREST AND FEES


 


SECTION 3.1. 
Repayments and Prepayments; Application.  Each Borrower agrees that the Loans shall be
repaid and prepaid pursuant to the following terms.


 


SECTION 3.1.1. 
Repayments and Prepayments. 
The Borrowers shall, jointly and severally, repay in full the unpaid
principal amount of each Loan upon the applicable Stated Maturity Date
therefor.  Prior thereto, payments and
prepayments of the Loans shall or may be made as set forth below.


 


(a)  From time to time on any Business Day, the Borrowers may make
a voluntary prepayment, in whole or in part, of the outstanding principal
amount of any


 


(i)  Loans (other than Swing Line Loans); provided that, (A) any
such prepayment of the Term Loans shall be made pro rata
among Closing Date Term B Loans and Delayed Draw Term B Loans, and pro rata
among Closing Date Term B Loans and Delayed Draw Term B Loans of the same type
and, if applicable, having the same Interest Period of all Lenders that have
made such Term Loans (applied to the remaining amortization payments for the
Closing Date Term B Loans and the Delayed Draw Term B Loans, as the case may
be, in such amounts as the Borrowers shall determine) and any such prepayment
of Revolving Loans shall be made pro rata among the
Revolving Loans of the same type and, if applicable, having the same Interest
Period of all Lenders that have made such Revolving Loans; (B) all such
voluntary prepayments shall require at least one but no more than five Business
Days’ prior notice to the Administrative Agent; and (C) all such voluntary
partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate
minimum amount of $1,000,000 and an integral multiple of $500,000 and, in the
case of Base Rate Loans, in an aggregate minimum amount of $500,000 and an
integral multiple of $100,000; and


 


(ii)  Swing Line Loans; provided that, (A) all such
voluntary prepayments shall require prior telephonic notice to the Swing Line
Lender on or before 1:00 p.m. on the day of such prepayment (such notice
to be confirmed in writing within 24 hours thereafter); and (B) all such
voluntary partial prepayments shall be in an aggregate minimum amount of
$200,000 and an integral multiple of $100,000.


 


41

















 


(b)  On each date when the sum of (i) the aggregate
outstanding principal amount of all Revolving Loans and Swing Line Loans and (ii) the
aggregate amount of all Letter of Credit Outstandings exceeds the Revolving
Loan Commitment Amount (as it may be reduced from time to time pursuant to this
Agreement), the Borrowers shall make a mandatory prepayment of Revolving Loans
or Swing Line Loans (or both) and, if necessary, Cash Collateralize all Letter
of Credit Outstandings, in an aggregate amount equal to such excess.


 


(c)  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 the
aggregate outstanding principal amount, if any, of all Term Loans as follows: (a) if
the Acquisition is consummated, in an amount 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) set forth in Table A below opposite the Stated
Maturity Date or such Quarterly Payment Date, as applicable, and (b) if
the Acquisition is not consummated by the Delayed Draw Term B Commitment
Termination Date, in an amount equal to the percentage of the aggregate
outstanding principal amount of Closing Date Term B Loans (immediately after
the making of the Closing Date Term B Loans on the Closing Date) set forth in
Table B below opposite the Stated Maturity Date or such Quarterly Payment Date,
as applicable:


 


TABLE A


 


	
   

  	
  Period

  	
   

  	
  Percentage of Required

  Principal Repayment if Acquisition

  is Consummated

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  October 31, 2007
  through (and including) March 31, 2014

  	
   

  	
  0.25%

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Stated Maturity Date for Term Loans if Acquisition is consummated

  	
   

  	
  93.50% or the then outstanding
  principal amount of all Term Loans, if different.

  



 


TABLE B


 


	
   

  	
  Period

  	
   

  	
  Percentage of Required

  Principal Repayment if

  Acquisition is Not Consummated

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  October 31, 2007
  through (and including) March 31, 2012

  	
   

  	
  0.25%

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Stated Maturity Date for Term Loans if Acquisition is not consummated

  	
   

  	
  95.50% or the then outstanding
  principal amount of all Term Loans, if different.

  



 


42

















 


; provided that with respect to each of Table
A and Table B set forth above, each remaining amortization amount of Term Loans
occurring after the date of the making of an Incremental Term Loan will be
increased pro rata by the aggregate principal amount of any
Incremental Term Loans based on the percentage of the original principal amount
of Term Loans payable on such Quarterly Payment Date, with any excess due and
payable on the applicable Stated Maturity Date for Term Loans.


 


(d)  Concurrently with the receipt by any Borrower of any Net
Equity Proceeds (other than (i) Net Equity Proceeds used within five
Business Days following receipt for a Permitted Acquisition or (ii) the
issuance of Capital Securities pursuant to the Cure Right) or Net Debt
Proceeds, the Borrowers, jointly and severally, shall make a mandatory
prepayment of the Loans in an amount equal to 50% of such Net Equity Proceeds
and 100% of such Net Debt Proceeds.


 


(e)  Within three Business Days following any Borrower’s or any
Subsidiary’s receipt of Net Disposition Proceeds or Net Casualty Proceeds, the
Borrowers, jointly and severally, shall prepay outstanding Loans in an amount
equal to such Net Disposition Proceeds or Net Casualty Proceeds; provided
that (except in the case of the Shreveport Sale-Leaseback), if an Authorized
Officer of any Borrower delivers to the Administrative Agent a certificate on
or prior to the date that a prepayment would otherwise be required pursuant to
the foregoing certifying that the Borrowers intend to apply all or a portion of
the Net Disposition Proceeds or Net Casualty Proceeds (with the amount to be
reinvested referred to as the “Reinvestment Amount”) (i) if such
proceeds arise from the Alvarado Sale-Leaseback, within 360 days, and (ii) otherwise
(except in the case of the Shreveport Sale-Leaseback), within 180 days, in each
case following receipt of such proceeds to acquire property (including in
connection with a Permitted Acquisition) that will be subject to a Lien under a
Loan Document, and certifying that no Default has occurred and is continuing,
then no prepayment of the Reinvestment Amount shall be required pursuant to
this clause until the expiration of such 360- or 180-day period, as the case
may be, at which time a prepayment shall be required in an amount equal to the
Net Disposition Proceeds or Net Casualty Proceeds that have not been so
applied.  Net Disposition Proceeds from
the Shreveport Sale Lease-Back shall not be entitled to be reinvested in
accordance with the foregoing terms.


 


(f)  Within 90 days after the close of each Fiscal Year (beginning
with the close of the 2008 Fiscal Year) 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 Year minus (ii) the
aggregate amount during such Fiscal Year of voluntary prepayments of
outstanding Term Loans and, to the extent such prepayments reduce the Revolving
Loan Commitment Amount, outstanding Revolving Loans.


 


(g)  Concurrently with the receipt by any Borrower of any proceeds
from a working capital adjustment to the purchase price of the Acquisition
under the terms of the Purchase Agreement, the Borrowers, jointly and
severally, shall make a mandatory prepayment of the Loans in an amount equal to
50% of such proceeds.


 


43

















 


(h)  Immediately upon any acceleration of the Stated Maturity Date
of any Loans pursuant to Section 8.2 or Section 8.3,
the Borrowers, jointly and severally, shall repay all the Loans, unless,
pursuant to Section 8.3, only a portion of all the Loans is so
accelerated (in which case the portion so accelerated shall be so repaid).


 


(i)  In the event that Incremental Term Loans are outstanding, the
Borrowers, jointly and severally, agree to repay such Incremental Term Loans on
the Incremental Term Loan Maturity Date and on each Incremental Term Loan
Repayment Date, as set forth in the applicable Incremental Term Loan Assumption
Agreement.


 


(j)  The Borrowers shall make, or cause to be made, a mandatory
prepayment of the Term Loans in an amount equal to 70% of the Escrow Amount to
which the Obligors are entitled to, and which they do, receive pursuant to the
terms of the Purchase Agreement, within one Business Day following the date on
which such Obligor receives any funds from the Escrow Account.


 


(k)  Within fifteen (15) days of the Closing Date, the Borrowers
shall make, or cause to be made, a mandatory prepayment of the Term Loans in an
amount equal to 100% of the amount of funds contained in the Escrow Account,
which amount shall equal no less than the difference between $5,000,000 and the
amount actually paid by the Borrowers with respect to the Existing Seller
Notes.


 


Each prepayment of any Loans made pursuant to this Section shall
be without premium or penalty, except as may be required by Section 4.4.


 


SECTION 3.1.2. 
Application.  Amounts
prepaid pursuant to Section 3.1.1 shall be applied as set forth in
this Section.


 


(a)  Subject to clause (b), each prepayment or repayment of
the principal of the Loans shall be applied, to the extent of such prepayment
or repayment, first, to the principal amount thereof being maintained as Base
Rate Loans, and second, subject to the terms of Section 4.4, to the
principal amount thereof being maintained as LIBO Rate Loans.


 


(b)  Each prepayment of the Loans made pursuant to clauses (d),
(e), (f) and (g) of Section 3.1.1
shall be applied (i) first, pro rata to a mandatory prepayment of the
outstanding principal amount of all Term Loans (with the amount of such
prepayment of the Term Loans being applied to the remaining Term Loan
amortization payments, in inverse order in accordance with the amount of each
such remaining Term Loan amortization payment), and (ii) second,
once all Term Loans have been repaid in full, to the repayment of any
outstanding Revolving Loans until paid in full, and then to Cash Collateralize
Letters of Outstandings.


 


(c)  Notwithstanding the foregoing clause (b), each Term
Loan Lender may reject all or a portion of its Term Loan Percentage of any
mandatory prepayment amount in excess of $25,000,000 (such declined amounts,
the “Declined Proceeds”) to be made pursuant to clauses (d), (e),
(f) and (g) of this Section 3.1.1 by
providing written notice (each, a “Rejection Notice”) to the
Administrative Agent and the Borrowers no later than 


 


44

















 


5:00 p.m.
(New York time) one Business Day after the date of such Term Loan Lender’s
receipt of notice from the Administrative Agent regarding such prepayment.  Each Rejection Notice from a given Term Loan
Lender shall specify the principal amount of the mandatory repayment of Term
Loans to be rejected by such Term Loan Lender. 
If a Term Loan Lender fails to deliver a Rejection Notice to the
Administrative Agent within the time frame specified above or such Rejection
Notice fails to specify the principal amount of the Term Loans to be rejected,
any such failure will be deemed an acceptance of the total amount of such
mandatory prepayment of Term Loans.  Any
Declined Proceeds shall be offered to the Term Loan Lenders not so declining
such prepayment on a pro rata basis in accordance with their
respective Term Loan Percentage (with such non-declining Term Loan Lenders
having the right to decline any prepayment with Declined Proceeds at the time
and in the manner specified by the Administrative Agent).  To the extent such non-declining Term Loan
Lenders elect to decline their pro rata share of such
Declined Proceeds, any Declined Proceeds remaining thereafter shall be applied to
the repayment of any outstanding Revolving Loans until paid in full, and then
to Cash Collateralize Letters of Credit Outstandings.  Any Declined Proceeds remaining thereafter
shall be retained by the Borrowers to be applied towards Capital Expenditures
or Permitted Acquisitions made during the immediately succeeding Fiscal Year.


 


SECTION 3.2. 
Interest Provisions. 
Interest on the outstanding principal amount of the Loans shall accrue
and be payable in accordance with the terms set forth below.


 


SECTION 3.2.1. 
Rates.  Subject to Section 2.3.2,
pursuant to an appropriately delivered Borrowing Request or
Continuation/Conversion Notice, the Borrowers may elect that the Loans
comprising a Borrowing accrue interest at a rate per annum:


 


(a)  on that portion maintained from time to time as a Base Rate
Loan, equal to the sum of the Alternate Base Rate from time to time in effect
plus the Applicable Margin; provided that, Swing Line Loans shall always
accrue interest at the Alternate Base Rate plus the then effective Applicable
Margin for Revolving Loans maintained as Base Rate Loans; and


 


(b)  on that portion maintained as a LIBO Rate Loan, during each
Interest Period applicable thereto, equal to the sum of the LIBO Rate (Reserve
Adjusted) for such Interest Period plus the Applicable Margin.


 


All LIBO Rate Loans shall bear interest from and
including the first day of the applicable Interest Period to (but not
including) the last day of such Interest Period at the interest rate determined
as applicable to such LIBO Rate Loan.


 


SECTION 3.2.2. 
Post-Maturity Rates.  Upon
the occurrence and during the continuation of an Event of Default, the Borrowers
shall pay, but only to the extent permitted by law, interest (after as well as
before judgment) on the principal amount of any Loan or Reimbursement
Obligation or any other monetary Obligation of the Borrowers at a rate per
annum equal to (a) in the case of overdue principal on any Loan, the rate
of interest that otherwise would be applicable to such Loan plus 2% per
annum; and (b) in the case of overdue interest, fees, and other monetary
Obligations, the Alternate Base Rate plus 2% per annum.


 


45

















 


SECTION 3.2.3. 
Payment Dates.  Interest
accrued on each Loan shall be payable, without duplication:


 


(a)  on the Stated Maturity Date therefor;


 


(b)  on the date of any payment or prepayment, in whole or in part,
of principal outstanding on such Loan on the principal amount so paid or
prepaid;


 


(c)  with respect to Base Rate Loans, on each Quarterly Payment
Date occurring after the Effective Date;


 


(d)  with respect to LIBO Rate Loans, on the last day of each
applicable Interest Period (and, if such Interest Period shall exceed three
months, on the date occurring on each three-month interval occurring after the
first day of such Interest Period);


 


(e)  with respect to any Base Rate Loans converted into LIBO Rate
Loans on a day when interest would not otherwise have been payable pursuant to clause
(c), on the date of such conversion; and


 


(f)  on that portion of any Loans the Stated Maturity Date of
which is accelerated pursuant to Section 8.2 or Section 8.3,
immediately upon such acceleration.


 


Interest accrued on Loans or other monetary
Obligations after the date such amount is due and payable (whether on the
Stated Maturity Date, upon acceleration or otherwise) shall be payable upon
demand.


 


SECTION 3.3. 
Fees.  The Borrowers,
jointly and severally, agree to pay the fees set forth below.  All such fees shall be non-refundable.


 


SECTION 3.3.1. 
Commitment Fee.  The
Borrowers, jointly and severally, agree to pay to the Administrative Agent for
the account of each Lender, for the period (including any portion thereof when
any of its Commitments are suspended by reason of the Borrowers’ inability to
satisfy any condition of Article V) (a) commencing on the
Closing Date and continuing through the earlier of (i) the Acquisition Date and
(ii) the Revolving Loan Commitment Termination Date, a commitment fee in
an amount per annum equal to 0.50% on such Lender’s Percentage of the sum of
the average daily unused portion of the Revolving Loan Commitment Amount less
the average daily amount of the Letter of Credit Outstandings; (b) commencing
on the date on which such Lender becomes a “Lender of Record” in respect of the
Delayed Draw Term B Commitment and continuing through the earlier of (i) the
Acquisition Date and (ii) the Delayed Draw Term B Commitment Termination
Date, a commitment fee in an amount per annum equal to 1.00% on such Lender’s
Percentage of the sum of the average daily unused portion of the Delayed Draw
Term B Commitment Amount; and (c) commencing on the Acquisition Date and
continuing through the Revolving Loan Commitment Termination Date, a commitment
fee in an amount per annum equal to the Applicable Commitment Fee on such
Lender’s Percentage of the sum of the average daily unused portion of the
applicable Commitment Amount less the average daily amount of the Letter of
Credit Outstandings.  All commitment fees
payable pursuant to this Section shall be calculated on a year comprised
of 360 days and payable by the Borrowers in arrears on (a) the Revolving Loan
Commitment Termination Date, in the case of clause (a) 


 


46

















 


above, (b) the Delayed Draw Term B Commitment
Termination Date, in the case of clause (b) above and (c) each
Quarterly Payment Date, in the case of clause (c) above, commencing
with the first Quarterly Payment Date following the Effective Date, and on the
Revolving Loan Commitment Termination Date. 
The making of Swing Line Loans shall not constitute usage of the
Revolving Loan Commitment with respect to the calculation of commitment fees to
be paid by the Borrowers to the Lenders.


 


SECTION 3.3.2. 
Administrative Agent’s and Lead Arranger’s Fee.  The Borrowers, jointly and severally, agree
to pay to the Administrative Agent and the Lead Arranger, for its own account,
as applicable, the fees in the amounts and on the dates set forth in the Fee
Letter.


 


SECTION 3.3.3. 
Letter of Credit Fee.  The
Borrowers, jointly and severally, agree to pay to the Administrative Agent, for
the pro rata account of the applicable Issuer and each
Revolving Loan Lender, a Letter of Credit fee in a per annum amount equal to
the then effective Applicable Margin for Revolving Loans maintained as LIBO
Rate Loans, multiplied by the Stated Amount of each such Letter of Credit, such
fees being payable quarterly in arrears on each Quarterly Payment Date
following the date of issuance of each Letter of Credit and on the Revolving
Loan Commitment Termination Date.  Each
Borrower further agrees to pay to the applicable Issuer quarterly in arrears on
each Quarterly Payment Date following the date of issuance of each Letter of
Credit and on the Revolving Loan Commitment Termination Date an issuance fee as
specified in the Fee Letter or as otherwise agreed to by the Borrowers and such
Issuer.


 


SECTION 3.4. 
Guaranty.  Each Borrower
hereby jointly and severally, absolutely, unconditionally and irrevocably
guarantees the full and punctual payment when due, whether at stated maturity,
by required prepayment, declaration, acceleration, demand or otherwise, of all
Obligations; provided that each Borrower shall only be liable under this
Agreement for the maximum amount of such liability that can be hereby incurred
without rendering this Agreement, as it relates to such Borrower, voidable
under applicable law relating to fraudulent conveyance or fraudulent transfer,
and not for any greater amount.  This
guaranty constitutes a guaranty of payment when due and not of collection, and
each Borrower specifically agrees that it shall not be necessary or required
that any Secured Party exercise any right, assert any claim or demand or
enforce any remedy whatsoever against any Obligor or any other Person before or
as a condition to the obligations of such Borrower hereunder.


 


SECTION 3.4.1. 
Guaranty Absolute, etc. 
The guaranty agreed to above shall in all respects be a continuing,
absolute, unconditional and irrevocable guaranty of payment, and shall remain
in full force and effect until the Termination Date.  Each Borrower jointly and severally
guarantees that the Obligations will be paid strictly in accordance with the
terms of each Loan Document under which such Obligations arise, regardless of
any law, regulation or order now or hereafter in effect in any jurisdiction
affecting any of such terms or the rights of any Secured Party with respect
thereto.  The liability of each Borrower
under this Agreement shall be joint and several, absolute, unconditional and
irrevocable irrespective of (a) any lack of
validity, legality or enforceability of any Loan Document; (b) the
failure of any Secured Party (i) to assert any
claim or demand or to enforce any right or remedy against any Obligor or any
other Person (including any other guarantor) under the provisions of any Loan
Document or otherwise, or (ii)  to exercise any
right or remedy against any other guarantor (including any Obligor) of, or
collateral securing, any Obligations; (c) any
change in the time, manner or place of payment of, 


 


47

















 


or in any other term of, all or any part of the
Obligations, or any other extension, compromise or renewal of any Obligation; (d) any reduction, limitation, impairment or
termination of any Obligations for any reason, including any claim of waiver,
release, surrender, alteration or compromise, and shall not be subject to (and
each Borrower hereby waives any right to or claim of) any defense or setoff,
counterclaim, recoupment or termination whatsoever by reason of the invalidity,
illegality, irregularity, compromise, unenforceability of, or any other event
or occurrence affecting, any Obligations or otherwise; (e) any
amendment to, rescission, waiver, or other modification of, or any consent to
or departure from, any of the terms of any Loan Document; (f) any
addition, exchange, release, surrender or non-perfection of any collateral, or
any amendment to or waiver or release or addition of, or consent to or
departure from, any other guaranty held by any Secured Party securing any of
the Obligations; or (g) any other circumstance
which might otherwise constitute a defense available to, or a legal or
equitable discharge of, any Obligor, any surety or any guarantor.


 


SECTION 3.4.2. 
Reinstatement, etc.  Each
Borrower agrees that its guaranty shall continue to be effective or be reinstated,
as the case may be, if at any time any payment (in whole or in part) of any of
the Obligations is rescinded or must otherwise be restored by any Secured
Party, upon the insolvency, bankruptcy or reorganization of any other Borrower,
any other Obligor or otherwise, all as though such payment had not been made.


 


SECTION 3.4.3. 
Waiver, etc.  Each Borrower
hereby waives promptness, diligence, notice of acceptance and any other notice
with respect to any of the Obligations and this Agreement and any requirement
that any Secured Party protect, secure, perfect or insure any Lien, or any
property subject thereto, or exhaust any right or take any action against any
other Obligor or any other Person (including any other guarantor) or entity or
any collateral securing the Obligations, as the case may be.


 


SECTION 3.4.4. 
Postponement of Subrogation, etc. 
Each Borrower agrees that it will not exercise any rights
which it may acquire by way of rights of subrogation under any Loan Document to
which it is a party, nor shall any Borrower seek or be entitled to seek any
contribution or reimbursement from any Obligor, in respect of any payment made
hereunder, under any other Loan Document or otherwise, until following the
Termination Date.  Any amount paid to any
Borrower on account of any such subrogation rights prior to the Termination
Date shall be held in trust for the benefit of the Secured Parties and shall
immediately be paid and turned over to the Administrative Agent for the benefit
of the Secured Parties in the exact form received by such Borrower (duly
endorsed in favor of the Administrative Agent, if required), to be credited and
applied against the Obligations, whether matured or unmatured, in accordance
with Section 4.7; provided that if (a) any
Borrower has made payment to the Secured Parties of all or any part of the
Obligations and (b) the Termination Date has
occurred, then at such Borrower’s request, the Administrative Agent, (on behalf
of the Secured Parties) will, at the expense of such Borrower, execute and
deliver to such Borrower appropriate documents (without recourse and without
representation or warranty) necessary to evidence the transfer by subrogation
to such Borrower of an interest in the Obligations resulting from such payment.  In furtherance of the foregoing, at all times
prior to the Termination Date, each Borrower shall refrain from taking any
action or commencing any proceeding against any Obligor (or its successors or
assigns, whether in connection with a bankruptcy proceeding or otherwise) to 


 


48

















 


recover any amounts in the respect of payments made
under any Loan Document to any Secured Party.


 


ARTICLE IV

CERTAIN LIBO RATE AND OTHER PROVISIONS


 


SECTION 4.1. 
LIBO Rate Lending Unlawful. 
If any Lender shall determine (which determination shall, upon notice
thereof to the Borrowers and the Administrative Agent, be conclusive and
binding on the Borrowers) that the introduction of or any change in or in the
interpretation of any law makes it unlawful, or any Governmental Authority
asserts that it is unlawful, for such Lender to make or continue any Loan as,
or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender
to make, continue or convert any such LIBO Rate Loan shall, upon such
determination, forthwith be suspended until such Lender shall notify the
Administrative Agent that the circumstances causing such suspension no longer
exist, and all outstanding LIBO Rate Loans payable to such Lender shall
automatically convert into Base Rate Loans at the end of the then current
Interest Periods with respect thereto or sooner, if required by such law or
assertion.


 


SECTION 4.2. 
Deposits Unavailable.  If
the Administrative Agent shall have determined that


 


(a)  Dollar deposits in the relevant amount and for the relevant
Interest Period are not available to it in its relevant market; or


 


(b)  by reason of circumstances affecting its relevant market,
adequate means do not exist for ascertaining the interest rate applicable
hereunder to LIBO Rate Loans;


 


then, upon notice from the Administrative Agent to
the Borrowers and the Lenders, the obligations of all Lenders under Section 2.3
and Section 2.4 to make or continue any Loans as, or to convert any
Loans into, LIBO Rate Loans shall forthwith be suspended until the
Administrative Agent shall notify the Borrowers and the Lenders that the
circumstances causing such suspension no longer exist.


 


SECTION 4.3. 
Increased LIBO Rate Loan Costs, etc.  The Borrowers, jointly and severally, agree
to reimburse each Lender and Issuer for any increase in the cost to such Lender
or Issuer of, or any reduction in the amount of any sum receivable by such
Secured Party in respect of, such Secured Party’s Commitments and the making of
Credit Extensions hereunder (including the making, continuing or maintaining
(or of its obligation to make or continue) any Loans as, or of converting (or
of its obligation to convert) any Loans into, LIBO Rate Loans) that arise in
connection with any change in, or the introduction, adoption, effectiveness,
interpretation or phase-in after the Closing Date of, any law or regulation,
directive, guideline, decision or request (whether or not having the force of
law) of any Governmental Authority, except for such changes with respect to
increased capital costs and Taxes which are governed by Sections 4.5 and
4.6, respectively.  Each affected
Secured Party shall promptly notify the Administrative Agent and the Borrowers
in writing of the occurrence of any such event, stating the reasons therefor
and the additional amount required fully to compensate such Secured Party for
such increased cost or reduced amount. 
Such additional amounts shall be payable by the Borrowers 


 


49

















 


directly to such Secured Party within five days of its
receipt of such notice, and such notice shall, in the absence of manifest
error, be conclusive and binding on the Borrowers.


 


SECTION 4.4. 
Funding Losses.  In the
event any Lender shall incur any loss or expense (including any loss or expense
incurred by reason of the liquidation or reemployment of deposits or other
funds acquired by such Lender to make or continue any portion of the principal
amount of any Loan as, or to convert any portion of the principal amount of any
Loan into, a LIBO Rate Loan) as a result of


 


(a)  any conversion or repayment or prepayment of the principal
amount of any LIBO Rate Loan on a date other than the scheduled last day of the
Interest Period applicable thereto, whether pursuant to Article III
or otherwise;


 


(b)  any Loans not being made as LIBO Rate Loans in accordance
with the Borrowing Request therefor; or


 


(c)  any Loans not being continued as, or converted into, LIBO
Rate Loans in accordance with the Continuation/Conversion Notice therefor;


 


then, upon the written notice of such Lender to the
Borrowers (with a copy to the Administrative Agent), the Borrowers shall,
within five days of its receipt thereof, jointly and severally, pay directly to
such Lender such amount as will (in the reasonable determination of such
Lender) reimburse such Lender for such loss or expense.  Such written notice shall, in the absence of
manifest error, be conclusive and binding on the Borrowers.


 


SECTION 4.5. 
Increased Capital Costs. 
If any change in, or the introduction, adoption, effectiveness,
interpretation or phase-in of, any law or regulation, directive, guideline,
decision or request (whether or not having the force of law) of any
Governmental Authority affects or would affect the amount of capital required
or expected to be maintained by any Secured Party or any Person controlling
such Secured Party, and such Secured Party determines (in good faith but in its
sole and absolute discretion) that the rate of return on its or such
controlling Person’s capital as a consequence of the Commitments or the Credit
Extensions made, or the Letters of Credit participated in, by such Secured
Party is reduced to a level below that which such Secured Party or such
controlling Person could have achieved but for the occurrence of any such
circumstance, then upon notice from time to time by such Secured Party to the
Borrowers, the Borrowers shall within five days following receipt of such
notice, jointly and severally, pay directly to such Secured Party additional
amounts sufficient to compensate such Secured Party or such controlling Person
for such reduction in rate of return.  A
statement of such Secured Party as to any such additional amount or amounts
shall, in the absence of manifest error, be conclusive and binding on the
Borrowers.  In determining such amount,
such Secured Party may use any method of averaging and attribution that it (in
its sole and reasonable discretion) shall deem applicable.


 


SECTION 4.6. 
Taxes.  Each Borrower
covenants and agree as follows with respect to Taxes:


 


(a)  Any and all payments by the Borrowers under each Loan
Document shall be made without setoff, counterclaim or other defense, and free
and clear of, and without


 


50














 


deduction or
withholding for or on account of, any Taxes. 
In the event that any Taxes are imposed and required to be deducted or
withheld from any payment required to be made by any Obligor to or on behalf of
any Secured Party under any Loan Document, then:


 


(i)  subject to clause (f), if such Taxes are Non-Excluded
Taxes, the amount of such payment shall be increased as may be necessary so
that such payment is made, after withholding or deduction for or on account of
such Taxes, in an amount that is not less than the amount provided for in such
Loan Document; and


 


(ii)  the Borrowers shall withhold the full amount of such Taxes
from such payment (as increased pursuant to clause (a)(i)) and shall pay
such amount to the Governmental Authority imposing such Taxes in accordance
with applicable law.


 


(b)  In addition, the Borrowers shall, jointly and severally, pay
all Other Taxes imposed to the relevant Governmental Authority imposing such
Other Taxes in accordance with applicable law.


 


(c)  As promptly as practicable after the payment of any Taxes or
Other Taxes, and in any event within 45 days of any such payment being due, the
Borrowers shall furnish to the Administrative Agent a copy of an official
receipt (or a certified copy thereof) evidencing the payment of such Taxes or
Other Taxes.  The Administrative Agent
shall make copies thereof available to any Lender upon request therefor.


 


(d)  Subject to clause (f), the Borrowers shall, jointly
and severally, indemnify each Secured Party for any Non-Excluded Taxes and
Other Taxes levied, imposed or assessed on (and whether or not paid directly
by) such Secured Party whether or not such Non-Excluded Taxes or Other Taxes
are correctly or legally asserted by the relevant Governmental Authority.  Promptly upon having knowledge that any such
Non-Excluded Taxes or Other Taxes have been levied, imposed or assessed, and
promptly upon notice thereof by any Secured Party, the Borrowers shall, jointly
and severally, pay such Non-Excluded Taxes or Other Taxes directly to the
relevant Governmental Authority (provided that, no Secured Party shall
be under any obligation to provide any such notice to the Borrowers).   In addition, the Borrowers shall indemnify
each Secured Party for any incremental Taxes that may become payable by such
Secured Party as a result of any failure of the Borrowers to pay any Taxes when
due to the appropriate Governmental Authority or to deliver to the
Administrative Agent, pursuant to clause (c), documentation evidencing
the payment of Taxes or Other Taxes. 
With respect to indemnification for Non-Excluded Taxes and Other Taxes
actually paid by any Secured Party or the indemnification provided in the
immediately preceding sentence, such indemnification shall be made within 30
days after the date such Secured Party makes written demand therefor.  Each Borrower acknowledges that any payment
made to any Secured Party or to any Governmental Authority in respect of the
indemnification obligations of the Borrowers provided in this clause shall
constitute a payment in respect of which the provisions of clause (a) and
this clause shall apply.


 


51

















 


(e)  Each Non-U.S. Lender, on or prior to the date on which such
Non-U.S. Lender becomes a Lender hereunder (and from time to time thereafter
upon the request of the Borrowers or the Administrative Agent, but only for so
long as such Non-U.S. Lender is legally entitled to do so), shall deliver to
the Borrowers and the Administrative Agent either (i) two duly completed copies
of either (x) Internal Revenue Service Form W-8BEN claiming
eligibility of the Non-U.S. Lender for benefits of an income tax treaty to
which the United States is a party or (y) Internal Revenue Service Form W-8ECI,
or in either case an applicable successor form; or (ii) in the case of a
Non-U.S. Lender that is not legally entitled to deliver either form listed in clause
(e)(i), (x) a certificate to the effect that such Non-U.S. Lender is
not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the
Code, (B) a “10 percent shareholder” of the Borrowers within the meaning
of Section 881(c)(3)(B) of the Code, or (C) a controlled foreign
corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of
the Code (referred to as an “Exemption Certificate”) and (y) two
duly completed copies of  Internal
Revenue Service Form W-8BEN or applicable successor form.


 


(f)  The Borrowers shall not be obligated to pay any additional
amounts to any Lender pursuant to clause (a)(i), or to indemnify any
Lender pursuant to clause (d), in respect of United States federal
withholding taxes to the extent imposed as a result of (i) the failure of
such Lender to deliver to the Borrowers the form or forms and/or an Exemption
Certificate, as applicable to such Lender, pursuant to clause (e), (ii) such
form or forms and/or Exemption Certificate not establishing a complete
exemption from U.S. federal withholding tax or the information or
certifications made therein by the Lender being untrue or inaccurate on the
date delivered in any material respect, or (iii) the Lender designating a
successor lending office at which it maintains its Loans which has the effect
of causing such Lender to become obligated for tax payments in excess of those
in effect immediately prior to such designation; provided that, the
Borrowers shall be obligated to pay additional amounts to any such Lender
pursuant to clause (a)(i), and to indemnify any such Lender pursuant to clause
(d), in respect of United States federal withholding taxes if (i) any
such failure to deliver a form or forms or an Exemption Certificate or the
failure of such form or forms or Exemption Certificate to establish a complete
exemption from U.S. federal withholding tax or inaccuracy or untruth contained
therein resulted from a change in any applicable statute, treaty, regulation or
other applicable law or any interpretation of any of the foregoing occurring
after the Closing Date, which change rendered such Lender no longer legally
entitled to deliver such form or forms or Exemption Certificate or otherwise
ineligible for a complete exemption from U.S. federal withholding tax, or
rendered the information or certifications made in such form or forms or
Exemption Certificate untrue or inaccurate in a material respect, (ii) the
redesignation of the Lender’s lending office was made at the request of the
Borrowers or (iii) the obligation to pay any additional amounts to any
such Lender pursuant to clause (a)(i) or to indemnify any such
Lender pursuant to clause (d) is with respect to an Assignee Lender
that becomes an Assignee Lender as a result of an assignment made at the
request of the Borrowers.


 


(g)  In the event that an indemnification payment is made pursuant
to clause (d) and the Borrowers make a written request to the
Lender receiving such payment for its cooperation, such Lender shall cooperate
with the Borrowers in challenging such Non-


 


52

















 


Excluded Taxes or
Other Taxes, provided that (i) the respective Lender reasonably
determines in good faith that it will not suffer any adverse effect as a result
thereof, (ii) all costs of such challenge are at the expense of the
Borrowers, and (iii) the Borrowers determine in good faith that there is a
reasonable basis to prevail in a challenge of such Non-Excluded Taxes.  In the event that any Lender or the
Administrative Agent receives a refund in respect of Non-Excluded Taxes or
Other Taxes as to which it has been paid additional amounts by the Borrowers
pursuant to clause (a) or indemnified by the Borrowers pursuant to clause
(d) and such Lender or the Administrative Agent, as applicable,
determines in its sole, good faith judgment that such refund is attributable to
such additional amounts or indemnification, then such Lender or Administrative
Agent shall promptly notify the Administrative Agent and the Borrowers and
shall within 30 Business Days remit to the Borrowers an amount as such Lender
or Administrative Agent determines to be the proportion of the refunded amount
as will leave it, after such remittance, in no better or worse position than it
would have been if the Non-Excluded Taxes or Other Taxes had not been imposed
and the corresponding additional amounts or indemnification payment not been
made.  Neither the Lenders nor the
Administrative Agent shall be obligated to disclose information regarding its
tax affairs or computations to the Borrowers in connection with this clause (g) or
any other provision of this Section.


 


SECTION 4.7. 
Payments, Computations; Proceeds of Collateral, etc.  (a)  Unless otherwise expressly provided
in a Loan Document, all payments by the Borrowers pursuant to each Loan
Document shall be made by the Borrowers to the Administrative Agent for the pro
rata account of the Secured Parties entitled to receive such payment.  All payments shall be made without setoff,
deduction or counterclaim not later than 11:00 a.m. on the date due in
same day or immediately available funds to such account as the Administrative
Agent shall specify from time to time by notice to the Borrowers.  Funds received after that time shall be
deemed to have been received by the Administrative Agent on the next succeeding
Business Day.  The Administrative Agent
shall promptly remit in same day funds to each Secured Party its share, if any,
of such payments received by the Administrative Agent for the account of such
Secured Party.  All interest (including
interest on LIBO Rate Loans) and fees shall be computed on the basis of the
actual number of days (including the first day but excluding the last day)
occurring during the period for which such interest or fee is payable over a
year comprised of 360 days (or, in the case of interest on a Base Rate Loan
(calculated at other than the Federal Funds Rate), 365 days or, if appropriate,
366 days).  Payments due on other than a
Business Day shall (except as otherwise required by clause (c) of
the definition of “Interest Period”) be made on the next succeeding Business
Day and such extension of time shall be included in computing interest and fees
in connection with that payment.


 


(b)  All amounts received as a result of the exercise of remedies
under the Loan Documents (including from the proceeds of collateral securing
the Obligations) or under applicable law shall be applied upon receipt to the
Obligations as follows: (i) first, to the payment of all Obligations owing
to the Administrative Agent, in its capacity as the Administrative Agent
(including the fees and expenses of counsel to the Administrative Agent), (ii) second,
after payment in full in cash of the amounts specified in clause (b)(i),
to the ratable payment of all interest (including interest accruing after the
commencement of a proceeding in bankruptcy, insolvency or similar law, whether
or not permitted as a claim under such law) and fees owing under the Loan
Documents, and all costs and 


 


53

















 


expenses owing to
the Secured Parties pursuant to the terms of the Loan Documents, until paid in
full in cash, (iii) third, after payment in full in cash of the amounts
specified in clauses (b)(i) and (b)(ii), to the ratable
payment of the principal amount of the Loans then outstanding, the aggregate
Reimbursement Obligations then owing, the Cash Collateralization for contingent
liabilities under Letter of Credit Outstandings and credit exposure owing to
Secured Parties under Rate Protection Agreements, (iv) fourth, after
payment in full in cash of the amounts specified in clauses (b)(i) through
(b)(iii), to the ratable payment of all other Obligations owing to the
Secured Parties, and (v) fifth, after payment in full in cash of the
amounts specified in clauses (b)(i) through (b)(iv), and
following the Termination Date, to each applicable Obligor or any other Person
lawfully entitled to receive such surplus. 
For purposes of clause (b)(iii), the “credit exposure” at any
time of any Secured Party with respect to a Rate Protection Agreement to which
such Secured Party is a party shall be determined at such time in accordance with
the customary methods of calculating credit exposure under similar arrangements
by the counterparty to such arrangements, taking into account potential
interest rate (or, if applicable, currency) movements and the respective
termination provisions and notional principal amount and term of such Rate
Protection Agreement.


 


(c)  Each Borrower acknowledges that the Lenders have agreed to
the amount of the Applicable Margin and fees payable under the Loan Documents
based upon, among other things, the delivery by the Obligors pursuant to Section 7.1.1
of accurate and actual reporting of results of operation, and that the
financial covenant ratios set forth in a Compliance Certificate shall only be
treated by the Secured Parties as presumptive evidence of such actual
results.  If the actual Leverage Ratio
for any period is higher than that set forth in a Compliance Certificate for
such period, then the amount of interest and fees owing for such period shall
be established by reference to the actual Leverage Ratio , and not the ratio
set forth in the Compliance Certificate. 
Promptly, and in any event within three days, following the earlier of (i) any
Borrower’s receipt of a notice from the Administrative Agent pursuant to this
clause or (ii) any Borrower’s knowledge that the Leverage Ratio for a
particular period was higher than that reported in the Compliance Certificate
for such period, the Borrowers shall pay to the Administrative Agent all unpaid
interest and fees for such period based upon the actual Leverage Ratio.  In no event shall the Lenders be required to
rebate interest or fees paid by the Borrowers, and the payment of incremental
interest and fees pursuant to this clause shall not impair (and is without
limitation of) the other rights and remedies of the Secured Parties under the
Loan Documents.


 


SECTION 4.8. 
Sharing of Payments.  If
any Secured Party shall obtain any payment or other recovery (whether
voluntary, involuntary, by application of setoff or otherwise) on account of
any Credit Extension or Reimbursement Obligation (other than pursuant to the
terms of Sections 4.3, 4.4, 4.5 or 4.6) in excess
of its pro rata share of payments obtained by all Secured
Parties, such Secured Party shall purchase from the other Secured Parties such
participations in Credit Extensions made by them as shall be necessary to cause
such purchasing Secured Party to share the excess payment or other recovery
ratably (to the extent such other Secured Parties were entitled to receive a
portion of such payment or recovery) with each of them; provided that,
if all or any portion of the excess payment or other recovery is thereafter
recovered from such purchasing Secured Party, the purchase shall be rescinded
and each Secured Party which has sold 


 


54

















 


a participation to the purchasing Secured Party shall
repay to the purchasing Secured Party the purchase price to the ratable extent
of such recovery together with an amount equal to such selling Secured Party’s
ratable share (according to the proportion of (a) the amount of such
selling Secured Party’s required repayment to the purchasing Secured Party to
(b) total amount so recovered from the purchasing Secured Party) of any
interest or other amount paid or payable by the purchasing Secured Party in
respect of the total amount so recovered. 
Each Borrower agrees that any Secured Party purchasing a participation
from another Secured Party pursuant to this Section may, to the fullest
extent permitted by law, exercise all its rights of payment (including pursuant
to Section 4.9) with respect to such participation as fully as if
such Secured Party were the direct creditor of such Borrower in the amount of
such participation.  If under any
applicable bankruptcy, insolvency or other similar law any Secured Party
receives a secured claim in lieu of a setoff to which this Section applies,
such Secured Party shall, to the extent practicable, exercise its rights in
respect of such secured claim in a manner consistent with the rights of the
Secured Parties entitled under this Section to share in the benefits of
any recovery on such secured claim.


 


SECTION 4.9. 
Setoff.  Each Secured Party
shall, upon the occurrence and during the continuance of any Default described
in clauses (a) through (d) of Section 8.1.9
or, with the consent of the Required Lenders, upon the occurrence and during
the continuance of any other Event of Default, have the right to appropriate
and apply to the payment of the Obligations owing to it (whether or not then
due), and (as security for such Obligations) each Borrower hereby grants to
each Secured Party a continuing security interest in, any and all balances,
credits, deposits, accounts or moneys of such Borrower then or thereafter
maintained with such Secured Party; provided that, any such
appropriation and application shall be subject to the provisions of Section 4.8.  Each Secured Party agrees promptly to notify
the Borrowers and the Administrative Agent after any such appropriation and
application made by such Secured Party; provided that, the failure to
give such notice shall not affect the validity of such setoff and
application.  The rights of each Secured
Party under this Section are in addition to other rights and remedies
(including other rights of setoff under applicable law or otherwise) which such
Secured Party may have.


 


ARTICLE V

CONDITIONS TO CREDIT EXTENSIONS


 


SECTION 5.1. 
Initial Credit Extension on Closing Date.  The obligations of the Lenders and, if
applicable, the Issuer, to make the initial Credit Extension shall be subject
to the prior or concurrent satisfaction of each of the conditions precedent set
forth in this Section 5.1 and Section 5.3.


 


SECTION 5.1.1. 
Resolutions, etc.  The Lead
Arranger shall have received from each Obligor, as applicable, (i) a copy
of a good standing certificate from its jurisdiction of incorporation or
organization, dated a date reasonably close to the Closing Date, for each such
Person and (ii) a certificate, dated as of the Closing Date with
counterparts for each Lender, duly executed and delivered by such Person’s
Secretary or Assistant Secretary, managing member or general partner, as
applicable, as to


 


55

















 


(a)  resolutions of each such Person’s Board of Directors (or
other managing body, in the case of other than a corporation) then in full
force and effect authorizing, to the extent relevant, all aspects of the
Transaction applicable to such Person occurring on the Closing Date and the
execution, delivery and performance of each Loan Document to be executed by
such Person and the transactions contemplated hereby and thereby;


 


(b)  the incumbency and signatures of those of its officers,
managing member or general partner, as applicable, authorized to act with
respect to each Loan Document to be executed by such Person; and


 


(c)  the full force and validity of each Organic Document of such
Person and copies thereof;


 


upon which certificates each Secured Party may
conclusively rely until it shall have received a further certificate of the
Secretary, Assistant Secretary, managing member or general partner, as
applicable, of any such Person canceling or amending the prior certificate of
such Person.


 


SECTION 5.1.2. 
Perfection Certificate. 
The Lead Arranger shall have received a completed perfection certificate
from Sabre in form and substance satisfactory to the Lead Arranger and duly
executed by an Authorized Officer of Sabre.


 


SECTION 5.1.3.Closing Date Certificate.  The Lead Arranger shall have received the
Closing Date Certificate, dated as of the Closing Date and duly executed and
delivered by an Authorized Officer of Sabre, in which certificate Sabre shall
agree and acknowledge that the statements made therein shall be deemed to be
true and correct representations and warranties in all material respects of
Sabre as of such date, and, at the time each such certificate is delivered,
such statements shall in fact be true and correct.  All documents and agreements (including
Transaction Documents) required to be appended to the Closing Date Certificate
shall be in form and substance satisfactory to the Lead Arranger, shall have
been executed and delivered by the requisite parties, and shall be in full
force and effect.


 


SECTION 5.1.4. 
Consummation of Transaction. 
The Lead Arranger shall have received evidence satisfactory to it that
all actions necessary to consummate the aspects of the Transaction occurring on
the Closing Date (including the funding of the Refinancing in a principal
amount of approximately $40,100,000 and the funding of the Closing Dividend
Payment in an amount not to exceed $36,900,000) shall have been taken in
accordance with all applicable law and in accordance with the terms of each
applicable Transaction Document, without amendment or waiver of any material provision
thereof.  The Lead Arranger shall have
received copies of each Transaction Document (including the Purchase Agreement
and any material document related thereto) and other documentation executed or
delivered in connection therewith, executed and delivered by the parties
thereto, each of which shall be in full force and effect.


 


SECTION 5.1.5. 
Payment of Outstanding Indebtedness, etc.  All Indebtedness identified in Part 1
of Item 7.2.2(b) of the Disclosure Schedule, together with all
interest, all prepayment premiums and other amounts due and payable with
respect thereto, shall have been paid in full from the proceeds of the initial
Credit Extension and the commitments in respect of such Indebtedness shall have
been terminated, and all Liens securing payment of any such 


 


56

















 


Indebtedness shall have been released and the Lead
Arranger shall have received all Uniform Commercial Code Form UCC-3
termination statements or other instruments as may be suitable or appropriate
in connection therewith.


 


SECTION 5.1.6. 
Financial Information, etc. 
The Lead Arranger shall have received, a pro forma
consolidated balance sheet of Sabre and its Subsidiaries, certified by the
chief financial or accounting Authorized Officer of Sabre, giving effect to the
consummation of the aspects of the Transaction occurring on the Closing Date
which shall not be different in any material respect from the pro forma
consolidated balance sheet previously delivered to the Lead Arranger, and to
the extent that such pro forma consolidated balance sheet is
materially different, it shall be satisfactory to the Lead Arranger.


 


SECTION 5.1.7.  Compliance Certificate.  The Lead Arranger shall have received an
initial Compliance Certificate on a pro forma basis as if the Transaction to
be  consummated on the Closing Date had
been consummated as of April 30, 2007 and as to such items therein as the
Lead Arranger reasonably requests, dated the date of the initial Credit
Extension, duly executed (and with all schedules thereto duly completed) and
delivered by the chief financial or accounting Authorized Officer of Sabre.


 


SECTION 5.1.8. 
Solvency, etc.  The Lead
Arranger shall have received, with counterparts for each Lender, a solvency
certificate duly executed and delivered by the chief financial or accounting
Authorized Officer of Sabre, dated as of the Closing Date, in form and
substance satisfactory to the Lead Arranger.


 


SECTION 5.1.9. 
Security Agreement.  The
Lead Arranger shall have received, with counterparts for each Lender, executed
counterparts of the Security Agreement, dated as of the date hereof, duly
executed and delivered by Sabre and each U.S. Subsidiary, together with


 


(a)  certificates (in the case of Capital Securities that are certificated
securities (as defined in the UCC)) evidencing (i) no less than 80% of the
issued and outstanding Capital Securities of Sabre and (ii) all of the
issued and outstanding Capital Securities of SCC, which certificates in each
case shall be accompanied by undated instruments of transfer duly executed in
blank, or, for any Capital Securities that are uncertificated securities (as
defined in the UCC), confirmation and evidence satisfactory to the Lead
Arranger that the security interest therein has been transferred to and
perfected by the Administrative Agent for the benefit of the Secured Parties in
accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable
to the perfection of the pledge of such Capital Securities.


 


(b)  Filing Statements suitable in form for naming Sabre and each
Guarantor as a debtor and the Administrative Agent as the secured party, or
other similar instruments or documents to be filed under the UCC of all
jurisdictions as may be necessary to perfect the security interests of the
Administrative Agent pursuant to the Security Agreement;


 


(c)  UCC Form UCC-3 termination statements necessary to
release all Liens and other rights of any Person (i) in any collateral
described in any security agreement previously granted by any Person, and (ii) securing
any of the Indebtedness identified in 


 


57

















 


Item 7.2.2(b) of the Disclosure Schedule,
together with such other UCC Form UCC-3 termination statements as the Lead
Arranger may reasonably request from such Obligors; and


 


(d)  certified copies of UCC Requests for Information or Copies (Form UCC-11),
or a similar search report certified by a party acceptable to the Lead
Arranger, dated a date reasonably near to the Closing Date, listing all
effective financing statements which name any Obligor (under its present name
and any previous names) as the debtor, together with copies of such financing
statements (none of which shall, except with respect to Liens permitted by Section 7.2.3),
evidence a Lien on any collateral described in any Loan Document).


 


SECTION 5.1.10. 
Intellectual Property Security Agreements.  The Lead Arranger shall have received a
Copyright Security Agreement, dated as of the Closing Date, duly executed and
delivered by SCC.


 


SECTION 5.1.11. 
Control Agreements.  The
Lead Arranger shall have received fully executed Control Agreements with
respect to each Deposit Account and Securities Account set forth on Schedule II
to the Security Agreement, each of which shall be in form and substance
reasonably satisfactory to the Lead Arranger.


 


SECTION 5.1.12. 
[RESERVED].


 


SECTION 5.1.13. 
Filing Agent, etc.  All
Uniform Commercial Code financing statements or other similar financing
statements and Uniform Commercial Code (Form UCC-3) termination statements
required pursuant to the Loan Documents (collectively, the “Filing
Statements”) with respect to the Obligors shall have been delivered
(including by way of electronic mail) to Corporation Service Company or another
similar filing service company acceptable to the Lead Arranger (the “Filing
Agent”).  The Filing Agent shall have
acknowledged in a writing satisfactory to the Lead Arranger and its counsel (i) the
Filing Agent’s receipt (including by way of electronic mail) of all such Filing
Statements, (ii) that such Filing Statements have either been submitted
for filing in the appropriate filing offices or will be submitted for filing in
the appropriate offices within ten days following the Closing Date and (iii) that
the Filing Agent will notify the Lead Arranger and its counsel of the results
of such submissions within 30 days following the Closing Date.


 


SECTION 5.1.14. 
Insurance.  The Lead
Arranger shall have received, with copies for each Lender, certified copies of
the insurance policies (or binders in respect thereof), from one or more
insurance companies satisfactory to the Lead Arranger, evidencing coverage
required to be maintained pursuant to each Loan Document.


 


SECTION 5.1.15. 
Approvals.  All material
governmental, shareholder and third party consents and approvals necessary in
connection with the consummation of the aspects of the Transaction occurring on
the Closing Date, and the related financings and other transactions
contemplated hereby and thereby, shall have been duly obtained and all
applicable waiting periods shall have expired without any action being taken by
any competent authority that could reasonably be expected to restrain, prevent
or impose any materially adverse conditions on the 


 


58

















 


aspects of the Transaction occurring on the Closing
Date or the continued operations of Sabre or any of its Subsidiaries.  Sabre shall have delivered to the Lead
Arranger copies of all licenses, approvals or evidence of other actions
required by any Governmental Authority in connection with the execution and
delivery by Obligors of this Agreement or any other Loan Document or with the
consummation of the aspects of the Transaction occurring on the Closing Date
and the transactions contemplated hereby and thereby.


 


SECTION 5.1.16. 
Opinions of Counsel.  The
Lead Arranger shall have received opinions, dated the Closing Date and
addressed to the Lead Arranger, the Administrative Agent and all Lenders, from


 


(a)   LeBoeuf, Lamb,
Greene and MacRae LLP,  New York
counsel to the Obligors, in form and substance satisfactory to the Lead
Arranger;


 


(b)  local counsel to the Obligors in Iowa, in
form and substance, and from counsel, satisfactory to the Lead Arranger; and


 


(c)  local counsel to the Obligors in Texas, in
form and substance, and from counsel, satisfactory to the Lead Arranger.


 


SECTION 5.1.17. 
No Material Adverse Change. 
The Lead Arranger shall have received evidence reasonably satisfactory
to it (which may be in the form of a certificate) that (a) no material
adverse change in the financial condition, operations, assets, business or
properties of (i) Sabre and its Subsidiaries, taken as a whole, has
occurred and is continuing since either April 30, 2006 or January 31,
2007 or (ii) the Target and its Subsidiaries, taken as a whole, has
occurred and is continuing since December 31, 2006 and (b) no pending
or threatened litigation, proceeding or investigation exists which (i) could
contest the consummation of the aspects of the 
Transaction occurring on the Closing Date or (ii) could reasonably
be expected to have a Material Adverse Effect.


 


SECTION 5.1.18. 
Patriot Act Disclosures. 
The Lead Arranger, the Administrative Agent and each Lender shall have
received all Patriot Act Disclosures requested by them with respect to Sabre
prior to execution of this Agreement.


 


SECTION 5.1.19. 
Closing Fees, Expenses, etc. 
The Administrative Agent and the Lead Arranger shall have received for
their own account, or for the account of each Lender, as the case may be, all
fees, costs and expenses due and payable on the Closing Date pursuant to Sections
3.3 and, if then invoiced, 10.3.


 


SECTION 5.2. 
Credit Extension on Acquisition Date.  The obligations of the Lenders and, if
applicable, the Issuer to make the Credit Extension on the Acquisition Date
shall be subject to the prior or concurrent satisfaction of each of the
conditions precedent, as applicable, set forth in this Section 5.2
and Section 5.3.


 


SECTION 5.2.1. 
Resolutions, etc.  The Lead
Arranger shall have received from each new Obligor, as applicable, (i) a
copy of a good standing certificate from its jurisdiction of incorporation or
organization, dated a date reasonably close to the Acquisition Date, for each
such Person and (ii) a certificate, dated as of the Acquisition Date with
counterparts for each 


 


59

















 


Lender, duly executed and delivered by such Person’s
Secretary or Assistant Secretary, managing member or general partner, as applicable,
as to


 


(a)  resolutions of each such Person’s Board of Directors (or
other managing body, in the case of other than a corporation) then in full
force and effect authorizing, to the extent relevant, all aspects of the
Transaction applicable to such Person and the execution, delivery and
performance of each Loan Document to be executed by such Person and the
transactions contemplated hereby and thereby;


 


(b)  the incumbency and signatures of those of its officers,
managing member or general partner, as applicable, authorized to act with
respect to each Loan Document to be executed by such Person; and


 


(c)  the full force and validity of each Organic Document of such
Person and copies thereof;


 


upon which certificates each Secured Party may
conclusively rely until it shall have received a further certificate of the
Secretary, Assistant Secretary, managing member or general partner, as
applicable, of any such Person canceling or amending the prior certificate of
such Person.


 


SECTION 5.2.2. 
Joinder Agreement.  The
Lead Arranger shall have received a joinder agreement in the form of Exhibit J
hereto, dated as of the Acquisition Date and duly executed (and which is deemed
to be delivered immediately after giving effect to the Acquisition) by an
Authorized Officer of each of Holdings and the Target.


 


SECTION 5.2.3. 
Perfection Certificate. 
The Lead Arranger shall have received a completed perfection certificate
from the new Borrowers in form and substance satisfactory to the Lead Arranger
and duly executed by an Authorized Officer of each Borrower.


 


SECTION 5.2.4. 
Acquisition Date Certificate. 
The Lead Arranger shall have received the Acquisition Date Certificate,
dated as of the Acquisition Date and duly executed and delivered by an
Authorized Officer of each Borrower, in which certificate the Borrowers shall
agree and acknowledge that the statements made therein shall be deemed to be
true and correct representations and warranties in all material respects of
such Borrower as of such date, and, at the time each such certificate is
delivered, such statements shall in fact be true and correct.  All documents and agreements (including
Transaction Documents not previously delivered) required to be appended to the
Acquisition Date Certificate shall be in form and substance reasonably
satisfactory to the Lead Arranger, shall have been executed and delivered by
the requisite parties, and shall be in full force and effect.


 


SECTION 5.2.5. 
Consummation of Transaction. 
The Lead Arranger shall have received evidence satisfactory to it that
all actions have been taken necessary to consummate:


 


(a)  the
Acquisition in accordance with all applicable law and in accordance with the
terms of the Purchase Agreement and each other material document related
thereto, without amendment or waiver of any material provision thereof that is
adverse to the Lenders in the reasonable judgment of the Lead Arranger (unless
the Lead Arranger shall have provided prior consent in respect thereof), for an
aggregate net purchase price


 


60














 


(excluding related
Transaction Expenses and purchase price adjustments under the terms of the
Purchase Agreement) not to exceed $86,000,000, with the amount of Transaction
Expenses related to the Acquisition not exceeding $7,000,000; and


 


(b)  the
Borrowers shall have received the Cash Contribution in the amount of at least
$22,500,000 (of which amount at least $15,000,000 shall have been provided by
the Sponsor) and the Equity Contribution in the amount of at least $30,000,000;


 


and,
in each case, the Lead Arranger shall have received copies of each applicable
Transaction Document not previously delivered (as well as all other closing
documentation executed or delivered in connection therewith) executed and
delivered by the parties thereto, each of which shall be in full force and
effect.


 


SECTION 5.2.6. 
Payment of Outstanding Indebtedness, etc.  All Indebtedness identified in Part 2
of Item 7.2.2(b) of the Disclosure Schedule, together with all
interest, all prepayment premiums and other amounts due and payable with
respect thereto, shall have been paid in full from the proceeds of the initial
Credit Extension and the commitments in respect of such Indebtedness shall have
been terminated, and all Liens securing payment of any such Indebtedness shall
have been released and the Lead Arranger shall have received all Uniform
Commercial Code Form UCC-3 termination statements or other instruments as
may be suitable or appropriate in connection therewith.


 


SECTION 5.2.7. 
Delivery of Notes.  The
Lead Arranger shall have received, for the account of each Lender that has
requested a Note, such Lender’s Notes duly executed and delivered by an
Authorized Officer of each Borrower.


 


SECTION 5.2.8. 
Financial Information, etc. 
The Lead Arranger shall have received, a pro  forma
consolidated balance sheet of Holdings and its Subsidiaries, certified by the
chief financial or accounting Authorized Officer of each Borrower, giving
effect to the consummation of the Acquisition and all the transactions
contemplated by this Agreement, which shall not be different in any material
respect from the pro  forma consolidated balance sheet previously
delivered to the Lead Arranger, and to the extent that such pro  forma
consolidated balance sheet is materially different, it shall be satisfactory to
the Lead Arranger.


 


SECTION 5.2.9. 
Compliance Certificate. 
The Lead Arranger shall have received an initial Compliance Certificate
on a pro forma basis as if the Transaction to be consummated on the Acquisition
Date had been consummated as of April 30, 2007 and as to such items
therein as the Lead Arranger reasonably requests, dated the Acquisition Date,
duly executed (and with all schedules thereto duly completed) and delivered by
the chief financial or accounting Authorized Officer of each Borrower.


 


SECTION 5.2.10. 
Solvency, etc.  The Lead
Arranger shall have received, with counterparts for each Lender, a solvency
certificate duly executed and delivered by the chief financial or accounting
Authorized Officer of each new Borrower, dated as of the Acquisition Date, in
form and substance satisfactory to the Lead Arranger.


 


SECTION 5.2.11. 
Security Agreement.  The
Lead Arranger shall have received, with counterparts for each Lender, executed
counterparts of a supplement to the Security Agreement, 


 


61

















 


dated as of the date hereof, duly executed and
delivered by each new Borrower and each new U.S. Subsidiary, together with


 


(a)  certificates (in the case of Capital Securities that are
certificated securities (as defined in the UCC)) evidencing all of the issued
and outstanding Capital Securities owned by each new Obligor in its U.S.
Subsidiaries and 65% of the issued and outstanding Voting Securities of each
Foreign Subsidiary (together with all the issued and outstanding non-voting
Capital Securities of such Foreign Subsidiary) directly owned by each new
Obligor (other than any Foreign Subsidiary that owns assets with a value of
less than $1,000,000 in the aggregate), which certificates in each case shall
be accompanied by undated instruments of transfer duly executed in blank, or,
for any Capital Securities that are uncertificated securities (as defined in
the UCC), confirmation and evidence satisfactory to the Lead Arranger that the
security interest therein has been transferred to and perfected by the
Administrative Agent for the benefit of the Secured Parties in accordance with
Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection
of the pledge of such Capital Securities.


 


(b)  Filing Statements suitable in form for naming each new
Borrower and each new Guarantor as a debtor and the Administrative Agent as the
secured party, or other similar instruments or documents to be filed under the
UCC of all jurisdictions as may be necessary to perfect the security interests
of the Administrative Agent pursuant to the Security Agreement;


 


(c)  UCC Form UCC-3 termination statements, if any, necessary
to release all Liens and other rights of any Person (i)  in any collateral
described in any security agreement previously granted by any Person, and (ii) securing
any of the Indebtedness identified in Item 7.2.2(b) of the
Disclosure Schedule, together with such other UCC Form UCC-3 termination
statements as the Lead Arranger may reasonably request from such new Obligors;
and


 


(d)  certified copies of UCC Requests for Information or Copies (Form UCC-11),
or a similar search report certified by a party acceptable to the Lead
Arranger, dated a date reasonably near to the Acquisition Date, listing all
effective financing statements which name any new Obligor (under its present
name and any previous names) as the debtor, together with copies of such
financing statements (none of which shall, except with respect to Liens
permitted by Section 7.2.3), evidence a Lien on any collateral
described in any Loan Document).


 


SECTION 5.2.12. 
Intellectual Property Security Agreements.  The Lead Arranger shall have received a
Patent Security Agreement, a Copyright Security Agreement and a Trademark
Security Agreement, as applicable, each dated as of the Acquisition Date, duly
executed and delivered by each new Obligor that, pursuant to the Security
Agreement, is required to provide such intellectual property security
agreements to the Administrative Agent.


 


SECTION 5.2.13. 
Control Agreements.  The
Lead Arranger shall have received fully executed Control Agreements with
respect to each Deposit Account and Securities Account set 


 


62

















 


forth on Schedule II to the Security Agreement, each
of which shall be in form and substance reasonably satisfactory to the Lead
Arranger.


 


SECTION 5.2.14. Intercompany Subordination
Agreement.  The Lead Arranger shall
have received the Interco Subordination Agreement, dated as of the Acquisition
Date, duly executed and delivered by each Obligor.


 


SECTION 5.2.15. 
Filing Agent, etc.  All
Filing Statements with respect to the new Obligors shall have been delivered
(including by way of electronic mail) to the Filing Agent. The Filing Agent
shall have acknowledged in a writing satisfactory to the Lead Arranger and its
counsel (i) the Filing Agent’s receipt (including by way of electronic
mail) of all such Filing Statements, (ii) that such Filing Statements have
either been submitted for filing in the appropriate filing offices or will be
submitted for filing in the appropriate offices within ten days following the
Acquisition Date and (iii) that the Filing Agent will notify the Lead
Arranger and its counsel of the results of such submissions within 30 days
following the Acquisition Date.


 


SECTION 5.2.16. 
Insurance.  The Lead
Arranger shall have received, with copies for each Lender, certified copies of
the insurance policies (or binders in respect thereof), from one or more
insurance companies satisfactory to the Lead Arranger, evidencing coverage
required to be maintained pursuant to each Loan Document with respect to each
new Obligor.


 


SECTION 5.2.17. 
Mortgage.  The Lead
Arranger shall have received counterparts of each Mortgage, dated as of the
date hereof, duly executed and delivered by the applicable new Obligor,
together with


 


(a)  evidence of the completion (or satisfactory arrangements for
the completion) of all recordings and filings of each Mortgage with respect to
owned real properties located in Bossier City, Louisiana and Edmond, Oklahoma
to create a valid, perfected first priority Lien against the properties
purported to be covered thereby, subject to Liens permitted under Section 7.2.3;


 


(b)  mortgagee’s title insurance policies in favor of the
Administrative Agent for the benefit of the Secured Parties in amounts and in
form and substance and issued by insurers, satisfactory to the Lead Arranger,
with respect to the property purported to be covered by each Mortgage, insuring
that title to such property is marketable and that the interests created by
each Mortgage constitute valid first Liens thereon free and clear of all
defects and encumbrances other than Liens permitted under Section 7.2.3
or as otherwise approved by the Lead Arranger, and such policies shall also
include a current survey reading, and, if required by the Lead Arranger and if
available, revolving credit endorsement, comprehensive endorsement, variable
rate endorsement, access and utilities endorsements, mechanic’s lien
endorsement and such other endorsements as the Lead Arranger shall reasonably
request and shall be accompanied by evidence of the payment in full of all
premiums thereon; and


 


(c)  such other approvals, opinions, or documents as the Lead
Arranger may request in form and substance satisfactory to the Lead Arranger
including consents and estoppel agreements from landlords (other than with
respect to leasehold property located 


 


63

















 


in Tulsa,
Oklahoma, Humble, Texas, Bossier City, Louisiana, Newark Valley, New York,
Garner, North Carolina and Warminster, Pennsylvania), in form and substance
satisfactory to the Lead Arranger and the title insurer, and a real estate
appraisal for each such property prepared in accordance with the requirements
of the Financial Institutions Reform Recovery and Enforcement Act of 1989 and
the regulations promulgated thereunder.


 


SECTION 5.2.18. 
Approvals.  All material
governmental, shareholder and third party consents and approvals necessary in
connection with the consummation of the Acquisition and all other parts of the
Transaction occurring on the Acquisition Date, and the related financings and
other transactions contemplated hereby and thereby, shall have been duly obtained
and all applicable waiting periods shall have expired without any action being
taken by any competent authority that could reasonably be expected to restrain,
prevent or impose any materially adverse conditions on the Acquisition or any
other part of the Transaction occurring on the Acquisition Date or the
continued operations of the Borrowers or any of their respective
Subsidiaries.  The Borrowers shall have
delivered to the Lead Arranger copies of all licenses, approvals or evidence of
other actions required by any Governmental Authority in connection with the
execution and delivery by Obligors of this Agreement or any other Loan Document
or with the consummation of the Acquisition and all other parts of the
Transaction occurring on the Acquisition Date and the transactions contemplated
hereby and thereby.


 


SECTION 5.2.19. 
Rating of Loans.  The Loans
shall have been rated at least B- by S&P and B3 by Moody’s.


 


SECTION 5.2.20. 
Opinions of Counsel.  The
Lead Arranger shall have received opinions, dated the Acquisition Date and
addressed to the Lead Arranger, the Administrative Agent and all Lenders, from


 


(a)   LeBoeuf, Lamb, Greene and MacRae
LLP,  New York counsel to the Obligors, in
form and substance satisfactory to the Lead Arranger;


 


(b)  local counsel
to the new Obligors in Louisiana, in form and substance, and from counsel,
satisfactory to the Lead Arranger; and


 


(c)  local counsel
to the new Obligors in Oklahoma, in form and substance, and from counsel,
satisfactory to the Lead Arranger.


 


SECTION 5.2.21. 
No Material Adverse Change. 
The Lead Arranger shall have received evidence reasonably satisfactory
to it (which may be in the form of a certificate) that (a) no material
adverse change in the financial condition, operations, assets, business, properties
or prospects of the Target and its Subsidiaries, taken as a whole, has occurred
and is continuing since December 31, 2006 and (b) no pending or
threatened litigation, proceeding or investigation exists which (i) could
contest the consummation of the aspects of the Transaction occurring on the
Acquisition Date or (ii) could reasonably be expected to have a Material
Adverse Effect.


 


SECTION 5.2.22. 
Patriot Act Disclosures. 
The Lead Arranger, the Administrative Agent and each Lender shall have
received all Patriot Act Disclosures requested by them with respect to each new
Borrower prior to the Acquisition Date.


 


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SECTION 5.2.23. 
Acquisition Fees, Expenses, etc. 
The Administrative Agent and the Lead Arranger shall have received for
their own account, or for the account of each Lender, as the case may be, all
fees, costs and expenses due and payable on the Acquisition Date pursuant to Sections
3.3 and, if then invoiced, 10.3.


 


SECTION 5.3. 
All Credit Extensions.  The
obligation of each Lender and each Issuer to make any Credit Extension shall be
subject to the satisfaction of each of the conditions precedent set forth
below.


 


SECTION 5.3.1. 
Compliance with Warranties, No Default, etc.  Both before and after giving effect to any
Credit Extension the following statements shall be true and correct:


 


(a)  the representations and warranties set forth in each Loan
Document shall be true and correct in all material respects with the same
effect as if then made (unless stated to relate solely to an earlier date, in
which case such representations and warranties shall have been true and correct
in all material respects as of such earlier date), in each case other than
representations and warranties that are subject to a Material Adverse Effect or
a materiality qualifier, in which case such representations and warranties
shall be (or shall have been) true and correct; and


 


(b)  no Default shall have then occurred and be continuing.


 


SECTION 5.3.2. 
Credit Extension Request, etc. 
Subject to Section 2.3.2, the Administrative Agent shall
have received a Borrowing Request if Loans are being requested, or an Issuance
Request if a Letter of Credit is being requested or extended.  Each of the delivery of a Borrowing Request
or Issuance Request and the acceptance by the Borrowers of the proceeds of such
Credit Extension shall constitute a representation and warranty by the
Borrowers that on the date of such Credit Extension (both immediately before
and after giving effect to such Credit Extension and the application of the
proceeds thereof) the statements made in Section 5.3.1 are true and
correct in all material respects.


 


SECTION 5.3.3. 
Satisfactory Legal Form. 
All documents executed or submitted pursuant hereto by or on behalf of
any Obligor shall be reasonably satisfactory in form and substance to the
Administrative Agent and its counsel, and the Administrative Agent and its
counsel shall have received all information, approvals, opinions, documents or
instruments as the Administrative Agent or its counsel may reasonably request.


 


ARTICLE VI

REPRESENTATIONS AND WARRANTIES


 


In order to induce the Secured Parties to
enter into this Agreement and to make Credit Extensions hereunder, each
Borrower represents and warrants to each Secured Party as set forth in this
Article.


 


SECTION 6.1. 
Organization, etc.  Each
Obligor is validly organized and existing and in good standing under the laws
of the state or jurisdiction of its incorporation or organization, is duly
qualified to do business and is in good standing as a foreign entity in each
jurisdiction where the nature of its business requires such qualification and
where the failure to be so 


 


65

















 


qualified could reasonably be expected to have a
Material Adverse Effect, and has full power and authority and holds all
requisite governmental licenses, permits and other approvals to enter into and
perform its Obligations under each Loan Document to which it is a party, to own
and hold under lease its property and to conduct its business substantially as
currently conducted by it.


 


SECTION 6.2. 
Due Authorization, Non-Contravention, etc.  After giving effect to the consents obtained
and the filings made on or prior to the Acquisition Date, the execution,
delivery and performance by each Obligor of each Loan Document executed or to
be executed by it, each Obligor’s participation in the consummation of all
aspects of the Transaction, and the execution, delivery and performance by any
Borrower or (if applicable) any Obligor of the agreements executed and
delivered by it in connection with the Transaction are in each case within such
Person’s powers, have been duly authorized by all necessary action, and do not


 


(a)  contravene any (i) Obligor’s Organic Documents, (ii) court
decree or order binding on or affecting any Obligor or (iii) law or
governmental regulation binding on or affecting any Obligor where such
contravention could reasonably be expected to have a Material Adverse Effect;
or


 


(b)  result in (i) or require the creation or imposition of,
any Lien on any Obligor’s properties (except as permitted by this Agreement) or
(ii) a default under any contractual restriction binding on or affecting
any Obligor where such default could reasonably be expected to have a Material
Adverse Effect.


 


SECTION 6.3. 
Government Approval, Regulation, etc.  No authorization or approval or other action
by, and no notice to or filing with, any Governmental Authority or other Person
(other than those that have been, or on the Effective Date will be, duly
obtained or made and which are, or on or prior to the Acquisition Date will be,
in full force and effect) is required for the consummation of the Transaction
or the due execution, delivery or performance by any Obligor of any Loan
Document to which it is a party, or for the due execution, delivery and/or
performance of Transaction Documents, in each case by the parties thereto or
the consummation of the Transaction where the failure to so obtain or make
could reasonably be expected to have a Material Adverse Effect.  None of the Borrowers or any of their
Subsidiaries is an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.  None of
the Borrowers or any of their Subsidiaries is subject to regulation under the
Federal Power Act or any other federal, state or foreign statute that restricts
or limits its ability to incur Indebtedness or to perform its obligations
hereunder or under any Loan Document.


 


SECTION 6.4. 
Validity, etc.  Each Loan
Document and each Transaction Document to which any Obligor is a party
constitutes the legal, valid and binding obligations of such Obligor,
enforceable against such Obligor in accordance with their respective terms
(except, in any case, as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, fraudulent transfer or similar laws
affecting creditors’ rights generally and by principles of equity).


 


SECTION 6.5. 
Financial Information.  The
financial statements of the Borrowers and their respective Subsidiaries
furnished to the Administrative Agent and each Lender pursuant to Section 5.1.6
and Section 5.2.8 present fairly the consolidated financial
condition of the Persons 


 


66

















 


covered thereby as at the dates thereof and the
results of their operations for the periods then ended.  All balance sheets, all statements of income
and of cash flow and all other financial information of each of the Borrowers
and their respective Subsidiaries furnished pursuant to Section 7.1.1
have been and will for periods following the Effective Date be prepared in
accordance with GAAP consistently applied with the financial statements
delivered pursuant to Section 5.1.6 and Section 5.2.8,
and do or will present fairly the consolidated financial condition of the
Persons covered thereby as at the dates thereof and the results of their
operations for the periods then ended.


 


SECTION 6.6. 
No Material Adverse Change. 
There has been no material adverse change in the financial condition,
results of operations, assets, business or properties of the Borrowers and
their Subsidiaries, taken as a whole, since either April 30, 2006 or January 31,
2007 or, as of the Acquisition Date, the Target and its Subsidiaries, taken as
a whole, since December 31, 2006.


 


SECTION 6.7. 
Litigation, Labor Controversies, etc.  There is no pending or, to the knowledge of
the Borrowers or any of their respective Subsidiaries, threatened, litigation,
action, proceeding or labor controversy:


 


(a)  except as disclosed in Item 6.7 of the Disclosure
Schedule, affecting the Borrowers, any of their respective Subsidiaries or any
other Obligor, or any of their respective properties, businesses, assets or
revenues, which could reasonably be expected to have a Material Adverse Effect,
and no adverse development has occurred in any labor controversy, litigation,
arbitration or governmental investigation or proceeding required to be
disclosed in Item 6.7 of the Disclosure Schedule; or


 


(b)  which purports to affect the legality, validity or
enforceability of any Loan Document, the Transaction Documents or the
Transaction.


 


SECTION 6.8. 
Subsidiaries.  The
Borrowers have no Subsidiaries, except those Subsidiaries which are identified
in Item 6.8 of the Disclosure Schedule, or which are permitted to have
been organized or acquired in accordance with Sections 7.2.5 or 7.2.10.


 


SECTION 6.9. 
Ownership of Properties. 
The Borrowers and each of their respective Subsidiaries owns (i) in
the case of owned real property, good and marketable fee title to, and (ii) in
the case of owned personal property, good and valid title to, or, in the case
of leased real or personal property, valid and enforceable leasehold interests
(as the case may be) in, all of its properties and assets, tangible and
intangible, of any nature whatsoever, free and clear in each case of all Liens
or claims, except for Liens permitted pursuant to Section 7.2.3.


 


SECTION 6.10. 
Taxes.  Each of the
Borrowers and each of their respective Subsidiaries has filed all tax returns
and reports required by law to have been filed by it and has paid all material
Taxes thereby shown to be due and owing, except any such Taxes which are being
diligently contested in good faith by appropriate proceedings and for which
adequate reserves in accordance with GAAP shall have been set aside on its
books.


 


SECTION 6.11. 
Pension and Welfare Plans. 
During the twelve-consecutive-month period prior to the Effective Date
and prior to the date of any Credit Extension hereunder, no 


 


67

















 


steps have been taken to terminate any Pension Plan,
and no contribution failure has occurred with respect to any Pension Plan
sufficient to give rise to a Lien under Section 302(f) of ERISA.  No condition exists or event or transaction
has occurred with respect to any Pension Plan which might result in the
incurrence by any Borrower or any member of the Controlled Group of any
material liability, fine or penalty. 
Except as disclosed in Item 6.11 of the Disclosure Schedule, none
of the Borrowers or any member of the Controlled Group has any contingent
liability with respect to any post-retirement benefit under a Welfare Plan,
other than liability for continuation coverage described in Part 6 of
Title I of ERISA.


 


SECTION 6.12. 
Environmental Warranties. 
Except as set forth in Item 6.12 of the Disclosure Schedule:


 


(a)  all facilities and property (including underlying
groundwater) owned or leased by the Borrowers or any of their respective
Subsidiaries have been, and continue to be, owned or leased by the Borrowers
and their respective Subsidiaries in material compliance with all Environmental
Laws;


 


(b)  there have been no past, and there are no pending or
threatened (i) claims, complaints, notices or requests for information
received by the Borrowers or any of their respective Subsidiaries with respect
to any alleged violation of any Environmental Law, or (ii) complaints,
notices or inquiries to any Borrower or any of its Subsidiaries regarding
potential liability under any Environmental Law;


 


(c)  there have been no Releases of Hazardous Materials at, on or
under any property now or previously owned or leased by the Borrowers or any of
their respective Subsidiaries that have, or could reasonably be expected to
have, a Material Adverse Effect;


 


(d)  the Borrowers and their respective Subsidiaries have been
issued and are in material compliance with all permits, certificates,
approvals, licenses and other authorizations relating to environmental matters;


 


(e)  no property now or previously owned or leased by the
Borrowers or any of their respective Subsidiaries is listed or proposed for
listing (with respect to owned property only) on the National Priorities List
pursuant to CERCLA, on the CERCLIS or on any similar state list of sites
requiring investigation or clean-up (which, in the case of CERCLIS or similar
state lists, investigation or clean up could reasonably be expected to result
in a Material Adverse Effect);


 


(f)  there are no underground storage tanks, active or abandoned,
including petroleum storage tanks, on or under any property now or previously
owned or leased by the Borrowers or any of their respective Subsidiaries that,
singly or in the aggregate, have, or could reasonably be expected to have, a
Material Adverse Effect;


 


(g)  none of the Borrowers nor any of their respective
Subsidiaries has directly transported or directly arranged for the
transportation of any Hazardous Material to any location which is listed or proposed
for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS
or on any similar state list or which is the subject of federal, 


 


68

















 


state or local
enforcement actions or other investigations which may lead to material claims
against the Borrowers or such Subsidiaries for any remedial work, damage to
natural resources or personal injury, including claims under CERCLA;


 


(h)  there are no polychlorinated biphenyls or friable asbestos
present at any property now or previously owned or leased by the Borrowers, any
of their respective Subsidiaries or any predecessor thereof that, singly or in
the aggregate, have, or could reasonably be expected to have, a Material
Adverse Effect; and


 


(i)  no conditions exist at, on or under any property now or
previously owned or leased by the Borrowers, any of their respective
Subsidiaries or any predecessor thereof which, with the passage of time, or the
giving of notice or both, would give rise to material liability under any
Environmental Law.


 


SECTION 6.13. 
Accuracy of Information. 
None of the factual information heretofore or contemporaneously
furnished in writing to any Secured Party by or on behalf of any Obligor in
connection with any Loan Document or any transaction contemplated hereby
(including the Transaction) contains any untrue statement of a material fact,
or omits to state any material fact necessary to make any information not
misleading, and no other factual information hereafter furnished in connection
with any Loan Document by or on behalf of any Obligor to any Secured Party will
contain any untrue statement of a material fact or will omit to state any
material fact necessary to make any information not misleading on the date as
of which such information is dated or certified.


 


SECTION 6.14. 
Regulations U and X.  No
Obligor is engaged in the business of extending credit for the purpose of
buying or carrying margin stock, and no proceeds of any Credit Extensions will
be used to purchase or carry margin stock or otherwise for a purpose which
violates, or would be inconsistent with, F.R.S. Board Regulation U or
Regulation X.  Terms for which meanings
are provided in F.R.S. Board Regulation U or Regulation X or any regulations
substituted therefor, as from time to time in effect, are used in this Section with
such meanings.


 


SECTION 6.15. 
Solvency.  The Borrowers
and their respective Subsidiaries, taken as a whole, on a consolidated basis,
both before and after giving effect to any Credit Extensions, are Solvent.


 


SECTION 6.16.  Issuance of Subordinated Debt;
Status of Obligations as Senior Indebtedness, etc.  Each Borrower has the power and authority to
incur the Subordinated Debt as provided for under the Subordinated Debt
Documents applicable thereto and has duly authorized, executed and delivered
the Subordinated Debt Documents applicable to such Subordinated Debt.  Each Borrower has issued, pursuant to due
authorization, the Subordinated Debt under the applicable Subordinated Debt
Documents, and such Subordinated Debt Documents constitute the legal, valid and
binding obligations of such Borrower enforceable against such Borrower in
accordance with their terms (except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, fraudulent transfer or
similar laws affecting creditors’ rights generally and by principles of
equity).  The subordination provisions of
the Subordinated Debt contained in the Subordinated Debt Documents are
enforceable against the holders of the 


 


69

















 


Subordinated Debt by the holder of any “Senior
Indebtedness” or similar term referring to the Obligations (as defined in the
Subordinated Debt Documents).  All
Obligations, including those to pay principal of and interest (including
post-petition interest, whether or not allowed as a claim under bankruptcy or
similar laws) on the Loans and Reimbursement Obligations, and fees and expenses
in connection therewith, constitute “Senior Indebtedness” or similar term
relating to the Obligations (as defined in the Subordinated Debt Documents) and
all such Obligations are entitled to the benefits of the subordination created
by the Subordinated Debt Documents.  The
Borrowers acknowledge that the Administrative Agent, each Lender and each
Issuer is entering into this Agreement and is extending its Commitments in
reliance upon the subordination provisions of the Subordinated Debt Documents.


 


SECTION 6.17. 
Acquisition.  No Obligor or
any of its Affiliates has take or has caused to be taken, any action to impede,
or cause any unnecessary delay in, the consummation of the Acquisition.


 


ARTICLE VII

COVENANTS


 


SECTION 7.1. 
Affirmative Covenants. 
Each Borrower agrees with each Lender, each Issuer and the Administrative
Agent that until the Termination Date has occurred, such Borrower will, and
will cause its Subsidiaries to, perform or cause to be performed the
obligations set forth below.


 


SECTION 7.1.1. 
Financial Information, Reports, Notices, etc.  Each Borrower will furnish each Lender and
the Administrative Agent copies of the following financial statements, reports,
notices and information:


 


(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, certified as complete and correct by the chief financial or
accounting Authorized Officer of each Borrower (subject to normal year-end
audit adjustments);


 


(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, audited
(without any Impermissible Qualification) 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


 


70














 


under the
foregoing clause (b)(i) in comparison with the figures for the
immediately preceding Fiscal Year;


 


(c)  concurrently with the delivery of the financial information
pursuant to clauses (a) and (b), a Compliance Certificate,
executed by the chief financial or accounting Authorized Officer of each
Borrower, (i) showing compliance with the financial covenants set forth in
Section 7.2.4 and stating that no Default has occurred and is
continuing (or, if a Default has occurred, specifying the details of such
Default and the action that the Borrowers or an Obligor has taken or proposes
to take with respect thereto), (ii) stating that no Subsidiary has been
formed or acquired since the delivery of the last Compliance Certificate (or,
if a Subsidiary has been formed or acquired since the delivery of the last
Compliance Certificate, a statement that such Subsidiary has complied with Section 7.1.8)
and (iii) in the case of a Compliance Certificate delivered concurrently
with the financial information pursuant to clause (b), a calculation of
Excess Cash Flow;


 


(d)  as soon as possible and in any event within three days after
any Borrower or any other Obligor obtains knowledge of the occurrence of a
Default, a statement of an Authorized Officer of each Borrower setting forth
details of such Default and the action which any Borrower or any other Obligor
has taken and proposes to take with respect thereto;


 


(e)  as soon as possible and in any event within three days after
any Borrower or any other Obligor obtains knowledge of (i) the occurrence
of any material adverse development with respect to any litigation, action,
proceeding or labor controversy described in Item 6.7 of the Disclosure
Schedule or (ii) the commencement of any litigation, action, proceeding or
labor controversy of the type and materiality described in Section 6.7,
notice thereof and, to the extent the Administrative Agent requests, copies of
all documentation relating thereto;


 


(f)  promptly after the sending or filing thereof, copies of all
reports, notices, prospectuses and registration statements which any Obligor
files with the SEC or any national securities exchange;


 


(g)  promptly upon becoming aware of (i) the institution of
any steps by any Person to terminate any Pension Plan, (ii) the failure to
make a required contribution to any Pension Plan if such failure is sufficient
to give rise to a Lien under Section 302(f) of ERISA, (iii) the
taking of any action with respect to a Pension Plan which could result in the
requirement that any Obligor furnish a bond or other security to the PBGC or
such Pension Plan, or (iv) the occurrence of any event with respect to any
Pension Plan which could result in the incurrence by any Obligor of any
material liability, fine or penalty, notice thereof and copies of all
documentation relating thereto;


 


(h)  (i) at the time of each prepayment required under Section 3.1.1,
a certificate signed by an Authorized Officer of each Borrower setting forth in
reasonable detail the calculation of the amount of such prepayment and (ii) to
the extent practicable, at least 


 


71

















 


three days’ prior
written notice of such prepayment specifying the principal amount of Loans to
be prepaid;


 


(i)  promptly upon receipt thereof, copies of all “management
letters” submitted to any Borrower or any other Obligor by the independent
public accountants referred to in clause (b) in connection with
each audit made by such accountants;


 


(j)  promptly following the mailing or receipt of any notice or
report delivered under the terms of any Subordinated Debt, copies of such
notice or report;


 


(k)  promptly and in any event within five Business Days following
a reasonable request by any Lender made through the Administrative Agent, all
documentation and other information such Lender reasonably requests in order to
comply with its ongoing obligations under applicable “know your customer” and
anti-money laundering rules and regulations, including the Patriot Act;
and


 


(l)  such other financial and other information as any Lender or
Issuer through the Administrative Agent may from time to time reasonably
request (including information and reports in such detail as the Administrative
Agent may request with respect to the terms of and information provided
pursuant to the Compliance Certificate).


 


SECTION 7.1.2. 
Maintenance of Existence; Compliance with Contracts, Laws, etc.  Each Borrower will, and will cause each of
its Subsidiaries to, preserve and maintain its legal existence (except as
otherwise permitted by Section 7.2.10 or as to Subsidiaries which
do not in the aggregate have assets in excess of $1,000,000 over the term of
this Agreement), perform in all material respects their obligations under
material agreements to which a Borrower or Subsidiary is a party, and comply in
all material respects with all applicable laws, rules, regulations and orders,
including the payment (before the same become delinquent), of all Taxes,
imposed upon any Borrower or its Subsidiaries or upon their property except to
the extent being diligently contested in good faith by appropriate proceedings
and for which adequate reserves in accordance with GAAP have been set aside on
the books of such Borrower or such Subsidiary, as applicable.


 


SECTION 7.1.3. 
Maintenance of Properties. 
Each Borrower will, and will cause each of its Subsidiaries to,
maintain, preserve, protect and keep its and their respective material
properties in good repair, working order and condition (ordinary wear and tear
excepted), and make necessary repairs, renewals and replacements so that the
business carried on by such Borrower and its Subsidiaries may be properly
conducted at all times, unless such Borrower or such Subsidiary determines in
good faith that the continued maintenance of such property is no longer
economically desirable, necessary or useful to the business of such Borrower or
such Subsidiary or the Disposition of such property is otherwise permitted by Sections
7.2.10 or 7.2.11.


 


SECTION 7.1.4. 
Insurance.  Each Borrower
will, and will cause each of its Subsidiaries to maintain:


 


(a)  insurance on its property with financially sound and
reputable insurance companies against loss and damage in at least the amounts
(and with only those 


 


72

















 


deductibles)
customarily maintained, and against such risks as are typically insured against
in the same general area, by Persons of comparable size engaged in the same or
similar business as such Borrowers and its Subsidiaries; and


 


(b)  all worker’s compensation, employer’s liability insurance or
similar insurance as may be required under the laws of any state or
jurisdiction in which it may be engaged in business.


 


Without limiting the foregoing, all insurance
policies required pursuant to this Section shall (i) name the
Administrative Agent on behalf of the Secured Parties as mortgagee (in the case
of property insurance) or additional insured (in the case of liability
insurance), as applicable, and provide that no cancellation or modification of
the policies will be made without thirty days’ prior written notice to the
Administrative Agent and (ii) be in addition to any requirements to
maintain specific types of insurance contained in the other Loan Documents.


 


SECTION 7.1.5. 
Books and Records.  Each Borrower
will, and will cause each of its Subsidiaries to, keep books and records which
accurately reflect all of its business affairs and transactions and permit each
Secured Party or any of their respective representatives, at reasonable times
and intervals upon reasonable advance notice to the Borrowers, to visit each
Obligor’s offices, to discuss such Obligor’s financial matters with its
executive officers, and its independent public accountants (and each Borrower
hereby authorizes such independent public accountant to discuss each Obligor’s
financial matters with each Secured Party or their representatives whether or
not any representative of such Obligor is present) and to examine (and
photocopy extracts from) any of its books and records.  The Borrowers shall pay any fees of such
independent public accountant incurred in connection with any Secured Party’s
exercise of its rights pursuant to this Section.


 


SECTION 7.1.6. 
Environmental Law Covenant. 
Each Borrower will, and will cause each of its Subsidiaries (except to
the extent that failure to do so could not reasonably be expected to result in
a Material Adverse Effect) to, use and operate all of its and their facilities
and properties in material compliance with all Environmental Laws, keep all
necessary permits, approvals, certificates, licenses and other authorizations
relating to environmental matters in effect and remain in material compliance
therewith, and handle all Hazardous Materials in material compliance with all
applicable Environmental Laws.


 


SECTION 7.1.7. 
Use of Proceeds.  The
Borrowers will apply the proceeds of the Credit Extensions as follows:


 


(a)  to repay the Indebtedness identified in Item 7.2.2(b) of
the Disclosure Schedule;


 


(b)  to fund the Closing Dividend Payment;


 


(c)  to pay a portion of the purchase price of the Capital
Securities to be purchased in the Acquisition,


 


(d)  to pay Transaction Expenses;


 


73

















 


(e)  for working capital and general corporate purposes of the
Obligors, including Permitted Acquisitions and Capital Expenditures by such
Persons; and


 


(f)  for issuing Letters of Credit for the account of the
Obligors.


 


In no event will the proceeds of Revolving Loans be
used to consummate the Transaction, other than to fund any working capital
adjustments to the purchase price of the Acquisition pursuant to the terms of
the Purchase Agreement.  The Borrowers
will use the proceeds of any Incremental Term Loans to fund Permitted Acquisitions
or Capital Expenditures, provided that the Borrowers shall have provided
notice thereof to the Administrative Agent no less than five days prior to the
making of such Incremental Term Loans.


 


SECTION 7.1.8. 
Future Guarantors, Security, etc. 
Each Borrower will, and will cause each of its U.S. Subsidiaries to,
execute and/or deliver any documents, Filing Statements, agreements and
instruments, and take all further action (including filing Mortgages) that may
be required under applicable law, or that the Administrative Agent may
reasonably request, in order to effectuate the transactions contemplated by the
Loan Documents and in order to grant, preserve, protect and perfect the
validity and first priority (subject to Liens permitted by Section 7.2.3)
of the Liens created or intended to be created by the Loan Documents.  Each Borrower will cause any subsequently
acquired or organized U.S. Subsidiary to execute a supplement (in form and
substance satisfactory to the Administrative Agent) to the Subsidiary Guaranty
and each other applicable Loan Document in favor of the Secured Parties.  In addition, from time to time, the Borrowers
will, at their cost and expense, promptly secure the Obligations by pledging or
creating, or causing to be pledged or created, perfected Liens with respect to
such of their assets and properties as the Administrative Agent or the Required
Lenders shall designate, it being agreed that it is the intent of the parties
that the Obligations shall be secured by, among other things, substantially all
the assets of the Borrowers and their respective U.S. Subsidiaries (including
real and personal property acquired subsequent to the Effective Date); provided  that, none of the Borrowers or their
Subsidiaries shall be required to pledge (i) any of the Voting Securities
of any Foreign Subsidiary that owns assets with a value of less than $1,000,000
in the aggregate, (ii) more than 65% of the Voting Securities of any
Foreign Subsidiary unless such pledge would not result in materially adverse
tax consequences to the Borrowers and their Subsidiaries, taken as a whole or (iii) assets
and properties of all the Obligors which at any time, in the aggregate, have a
value of less than $1,000,000.  Such
Liens will be created under the Loan Documents in form and substance reasonably
satisfactory to the Administrative Agent, and each Borrower shall deliver or
cause to be delivered to the Administrative Agent all such instruments and
documents (including legal opinions, title insurance policies and lien
searches) as the Administrative Agent shall reasonably request to evidence
compliance with this Section.


 


SECTION 7.1.9. 
Rate Protection Agreements. 
Within 30 days following the earlier of the Acquisition Date and the
date of termination or expiration of the Purchase Agreement, the Borrowers
shall (a) enter into interest rate swap, cap, collar or similar
arrangements designed to protect such Borrower against fluctuations in interest
rates with respect to at least 80% of the aggregate principal amount of the
Term Loans for a period of at least three years from the Closing Date, on terms
reasonably satisfactory to the Lead Arranger; and (b) grant to the Lead 


 


74

















 


Arranger a right of first refusal to participate in
such hedging arrangements so long as the Lead Arranger provides pricing that is
competitive in the market in respect of such hedging arrangements.


 


SECTION 7.1.10. 
Acquisition.  Sabre shall,
and shall cause its Affiliates and their respective Subsidiaries to, use
commercially reasonable efforts to take all actions necessary to consummate the
Acquisition, provided that no material and adverse event has occurred with
respect to the business of the Target. 
Commencing on the last business day of each calendar week following the
Closing Date through (but excluding) the Acquisition Date, Sabre shall deliver
to the Lead Arranger a written report setting forth in reasonable detail the
status of the Acquisition and shall provide any other information reasonably
requested by the Lead Arranger in respect of the Acquisition.


 


SECTION 7.1.11. 
Post-Closing Obligations. 
The Borrowers shall use their best efforts to cause the delivery to Lead
Arranger, within seven (7) days of the Closing Date, counterparts of each
Mortgage, dated as of the date hereof, duly executed and delivered by the
applicable Obligor, together with


 


(a)  On the Closing Date, the Borrowers shall cause an amount
equal to $5,000,000 of the Term Loans to be deposited into the Escrow
Account.  The Borrowers shall use their
best efforts to cause the Existing Seller Notes to be repaid in an amount no
greater than $5,000,000 (plus accrued interest) within fifteen (15) days of the
Closing Date with funds contained in the Escrow Account; provided that if, on
the date that is fifteen (15) days after the Closing Date, the Existing Seller
Notes shall remain outstanding, the Administrative Agent shall have the right,
but not the obligation to repay the Existing Seller Notes with funds contained
in the Escrow Account.


 


(b)  evidence of the completion (or satisfactory arrangements for
the completion) of all recordings and filings of each Mortgage with respect to
the properties located in Sioux City, Iowa and Alvarado, Texas to create a
valid, perfected first priority Lien against such properties, subject to Liens
permitted under Section 7.2.3;


 


(c)  mortgagee’s title insurance policies in favor of the
Administrative Agent for the benefit of the Secured Parties in amounts and in
form and substance and issued by insurers, satisfactory to the Lead Arranger,
with respect to the property purported to be covered by each Mortgage, insuring
that title to such property is marketable and that the interests created by
each Mortgage constitute valid first Liens thereon free and clear of all
defects and encumbrances other than Liens permitted under Section 7.2.3
or as otherwise approved by the Lead Arranger, and such policies shall also
include, if requested by the Administrative Agent, a current survey reading,
and, if required by the Lead Arranger and if available, revolving credit
endorsement, comprehensive endorsement, variable rate endorsement, access and
utilities endorsements, mechanic’s lien endorsement and such other endorsements
as the Lead Arranger shall reasonably request and shall be accompanied by
evidence of the payment in full of all premiums thereon; and


 


(d)  such other approvals, opinions, or documents as the Lead
Arranger may request in form and substance satisfactory to the Lead Arranger
including consents and 


 


75

















 


estoppel
agreements from landlords (other than with respect to leasehold property
located in Fort Worth, Texas and Canton, Illinois), in form and substance
reasonably satisfactory to the Lead Arranger and the title insurer, and a real
estate appraisal for each such property prepared in accordance with the
requirements of the Financial Institutions Reform Recovery and Enforcement Act
of 1989 and the regulations promulgated thereunder.


 


With respect to any fee interest acquired by
the Borrower after the Closing Date in the leased portion of the real property
upon which the Alvarado Facility is located, the Borrowers shall deliver the
items identified in subsections (a), (b) and (c) hereof with respect
to such fee interest within thirty (30) days of such acquisition.


 


The Borrowers hereby covenant to use their
best efforts to cause the delivery, within thirty (30) days of the Closing
Date, with respect to the leased portion of the real property upon which the
Alvarado Facility is located, a Landlord Consent Agreement substantially in the
form of Exhibit L.


 


SECTION 7.2. 
Negative Covenants.  Each
Borrower (and in respect of Holdings, subject to Section 7.2.16)
covenants and agrees with each Lender, each Issuer and the Administrative Agent
that until the Termination Date has occurred, such Borrower will, and will
cause its Subsidiaries to, perform or cause to be performed the obligations set
forth below.


 


SECTION 7.2.1. 
Business Activities.  No
Borrower will, and no Borrower will permit any of its Subsidiaries to, engage
in any business activity except those business activities engaged in on the
date of this Agreement and activities reasonably incidental thereto.


 


SECTION 7.2.2. 
Indebtedness.  No Borrower
will, and no Borrower will permit any of its Subsidiaries to, create, incur,
assume or permit to exist any Indebtedness, other than:


 


(a)  Indebtedness in respect of the Obligations;


 


(b)  until the Closing Date, Indebtedness that is to be repaid in
full as further identified in Part 1 of Item 7.2.2(b) of
the Disclosure Schedule (including the Existing Seller Notes) and, until the
Acquisition Date, Indebtedness that is to be repaid in full as further
identified in Part 2 of Item 7.2.2(b) of the Disclosure
Schedule;


 


(c)  Indebtedness existing as of the Effective Date which is
identified in Item 7.2.2(c) of the Disclosure Schedule, and
refinancing of such Indebtedness in a principal amount not in excess of that
which is outstanding on the Effective Date (as such amount has been permanently
reduced following the Effective Date) plus premiums thereon and fees and
expenses associated therewith;


 


(d)  unsecured Indebtedness (i) incurred in the ordinary
course of business of any Borrower and its Subsidiaries (including open
accounts extended by suppliers on normal trade terms in connection with
purchases of goods and services which are not overdue for a period of more than
90 days or, if overdue for more than 90 days, as to which a dispute exists and
adequate reserves in conformity with GAAP have been established on the books of
such Borrower or such Subsidiary) and (ii) in respect of performance,
surety or 


 


76

















 


appeal bonds
provided in the ordinary course of business, but excluding (in each case),
Indebtedness incurred through the borrowing of money or Contingent Liabilities
in respect thereof;


 


(e)  Indebtedness (i) in respect of industrial revenue bonds
or other similar governmental or municipal bonds, (ii) evidencing the
deferred purchase price of newly acquired property or incurred to finance the
acquisition of equipment of any Borrower and its Subsidiaries (pursuant to
purchase money mortgages or otherwise, whether owed to the seller or a third
party) used in the ordinary course of business of such Borrower and its
Subsidiaries (provided  that, such
Indebtedness is incurred within 60 days of the acquisition of such property)
and (iii) in respect of Capitalized Lease Liabilities; provided  that, the aggregate amount of all
Indebtedness outstanding pursuant to this clause shall not at any time exceed
$3,000,000 at any time prior to the Acquisition Date and $5,000,000 on and
after the Acquisition Date;


 


(f)  Indebtedness of any Borrower or any Subsidiary owing to any
Borrower or any Subsidiary Guarantor, which Indebtedness


 


(i)  if incurred by a Subsidiary that is not an Obligor owing to a
Borrower or a Subsidiary Guarantor, shall be evidenced by one or more
promissory notes in form and substance satisfactory to the Administrative
Agent, duly executed and delivered in pledge to the Administrative Agent
pursuant to a Loan Document, and shall not be forgiven or otherwise discharged
for any consideration other than payment in full or in part in cash (provided  that, only the amount repaid in part shall be
discharged); and


 


(ii)  if incurred by a Subsidiary that is not an Obligor owing to
a Borrower or a Subsidiary Guarantor, shall not (when aggregated with the
amount of Investments made by the Borrowers and the Subsidiary Guarantors in
Subsidiaries which are not Subsidiary Guarantors under clause (e)(i) of
Section 7.2.5), exceed $1,000,000 at any time prior to the
Acquisition Date and $2,000,000 on and after the Acquisition Date;


 


(g)  unsecured Indebtedness (not evidenced by a note or other
instrument) of any Obligor owing to any Subsidiary that is not an Obligor that
has previously executed and delivered to the Administrative Agent the Interco
Subordination Agreement;


 


(h)  unsecured Subordinated Debt of any Borrower incurred pursuant
to the terms of the Subordinated Debt Documents in a principal amount not to
exceed $1,000,000 at any time prior to the Acquisition Date and $2,000,000 (or,
if the Acquisition Seller Notes are issued, $9,000,000) on and after the
Acquisition Date, and unsecured Contingent Liabilities of the Subsidiary
Guarantors in respect of such Subordinated Debt, but only if such Contingent
Liabilities are subordinated to the Obligations on substantially the same terms
as the Subordinated Debt of such Borrower is subordinated to the Obligations
and (in each case), refinancings of such Subordinated Debt and Contingent
Liabilities which continue to satisfy the terms of the definition of “Subordinated
Debt”;


 


77

















 


(i)  Indebtedness of a Person existing at the time such Person
became a Subsidiary of a Borrower, but only if such Indebtedness was not
created or incurred in contemplation of such Person becoming a Subsidiary and
the aggregate outstanding amount of all Indebtedness existing pursuant to this
clause does not exceed $1,000,000 at any time prior to the Acquisition Date and
$2,000,000 on and after the Acquisition Date;


 


(j)  refinancing of any Indebtedness permitted above in a
principal amount not in excess of that which is outstanding at the time of
refinancing plus premium thereon and fees and expenses associated therewith;
and


 


(k)  other Indebtedness of the Borrowers and their respective
Subsidiaries (other than Indebtedness of Foreign Subsidiaries owing to the
Borrowers or Subsidiary Guarantors) in an aggregate amount at any time
outstanding not to exceed $1,000,000 at any time prior to the Acquisition Date
and $2,000,000 on an after the Acquisition Date;


 


provided  that, no
Indebtedness otherwise permitted by clauses (c), (e), (f)(ii),
(h), (i), (j) or (k) shall be assumed,
created or otherwise incurred if a Default has occurred and is then continuing
or would result therefrom.


 


SECTION 7.2.3. 
Liens.  No Borrower will,
and no Borrower will permit any of their Subsidiaries to, create, incur, assume
or permit to exist any Lien upon any of its property (including Capital
Securities of any Person), revenues or assets, whether now owned or hereafter
acquired, except:


 


(a)  Liens securing payment of the Obligations;


 


(b)  until the Closing Date, Liens securing payment of
Indebtedness of the type described in clause (b) of Section 7.2.2;


 


(c)  Liens existing as of the Effective Date and disclosed in Item
7.2.3(c) of the Disclosure Schedule securing Indebtedness described in
clause (c) of Section 7.2.2, and refinancings of such
Indebtedness; provided  that, no such
Lien shall encumber any additional property and the amount of Indebtedness
secured by such Lien is not increased from that existing on the Effective Date
(as such Indebtedness may have been permanently reduced subsequent to the
Effective Date);


 


(d)  Liens securing Indebtedness of the type permitted under clause
(e) of Section 7.2.2; provided that, (i) such
Lien is granted within 90 days after such Indebtedness is incurred, (ii) the
Indebtedness secured thereby does not exceed 100% of the lesser of the cost or
the fair market value of the applicable property, improvements or equipment at
the time of such acquisition (or construction) and (iii) such Lien secures
only the assets that are the subject of the Indebtedness referred to in such
clause;


 


(e)  Liens securing Indebtedness permitted by clause (i) of
Section 7.2.2; provided  that,
such Liens existed prior to such Person becoming a Subsidiary, were not created
in anticipation thereof and attach only to specific tangible assets of such
Person (and not assets of such Person generally);


 


78

















 


(f)  Liens in favor of carriers, warehousemen, mechanics,
materialmen and landlords granted in the ordinary course of business for amounts
not overdue or being diligently contested in good faith by appropriate
proceedings and for which adequate reserves in accordance with GAAP shall have
been set aside on its books;


 


(g)  Liens incurred or deposits made in the ordinary course of
business in connection with worker’s compensation, unemployment insurance or
other forms of governmental insurance or benefits, or 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 to secure obligations on surety and appeal bonds or performance bonds;


 


(h)  judgment Liens which do not otherwise result in an Event of
Default under Section 8.1.6;


 


(i)  easements, rights-of-way, zoning restrictions, minor defects
or irregularities in title and other similar encumbrances not interfering in
any material respect with the value or use of the property to which such Lien
is attached;


 


(j)  Liens for Taxes not at the time delinquent or thereafter
payable without penalty or being diligently contested in good faith by
appropriate proceedings and for which adequate reserves in accordance with GAAP
shall have been set aside on its books;


 


(k)  licenses, sublicenses, leases and subleases granted to other
Persons;


 


(l)  the filing of UCC financing statements as a precautionary
measure in connection with operating leases;


 


(m)  bankers’ Liens, right of setoff and other similar Liens;


 


(n)  replacement, extension or renewal of any Lien permitted
herein in the same property subject thereto; and


 


(o)  other Liens securing Indebtedness in a principal or stated
amount not to exceed $500,000 at any time outstanding.


 


SECTION 7.2.4. 
Financial Condition and Operations.  The Borrowers will not permit any of the events
set forth below to occur.


 


(a)  The Borrowers
will not permit the Leverage Ratio as of the last day of any Fiscal Quarter
occurring during any period set forth below (that is, commencing with the
Fiscal Quarter ending October 31, 2007) to be greater than the ratio set
forth opposite such period:


 


79

















 




	
   

  	
  Period

  	
   

  	
  Leverage
  Ratio

  	
   

  
	
   

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

  	
   

  	
  4.65:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

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

  	
   

  	
  3.40:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

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

  	
   

  	
  2.90:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

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

  	
   

  	
  2.50:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  07/31/11 and thereafter

  	
   

  	
  2.00:1

  	
   

  






 


(b)  The Borrowers will not permit the Interest Coverage Ratio as
of the last day of any Fiscal Quarter occurring during any period set forth
below (that is, commencing with the Fiscal Quarter ending October 31,
2007) to be less than the ratio set forth opposite such period:


 




	
   

  	
  Period

  	
   

  	
  Interest
  Coverage

  Ratio

  	
   

  
	
   

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

  	
   

  	
  2.40:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

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

  	
   

  	
  3.10:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

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

  	
   

  	
  3.80:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

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

  	
   

  	
  4.50:1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  07/31/11 and thereafter

  	
   

  	
  5.50:1

  	
   

  






 


SECTION 7.2.5. 
Investments.  No Borrower will,
and no Borrower will permit any of its Subsidiaries to, purchase, make, incur,
assume or permit to exist any Investment in any other Person, except:


 


(a)  Investments existing on the Effective Date and identified in Item
7.2.5(a) of the Disclosure Schedule;


 


(b)  Cash Equivalent Investments;


 


(c)  Investments received in connection with the bankruptcy or
reorganization of, or settlement of delinquent accounts and disputes with,
customers and suppliers, in each case in the ordinary course of business;


 


80














 


(d)  Investments consisting of any deferred portion of the sales
price received by any Borrower or any of its Subsidiaries in connection with
any Disposition permitted under Section 7.2.11;


 


(e)  Investments by way of contributions to capital, purchases of
Capital Securities or intercompany loans (i) by any Borrower in any
Subsidiaries or by any Subsidiary in other Subsidiaries; provided that,
the aggregate amount of intercompany loans made pursuant to clause (f)(ii) of
Section 7.2.2 and Investments under this clause made by Obligors in
Subsidiaries that are not Obligors shall not exceed the amount set forth in clause
(f)(ii) of Section 7.2.2 at any time, or (ii) by any
Subsidiary in any Borrower;


 


(f)  Investments constituting (i) accounts receivable arising,
(ii) trade debt granted, or (iii) deposits made in connection with
the purchase price of goods or services, in each case in the ordinary course of
business;


 


(g)  Investments in Capital Securities constituting Permitted
Acquisitions in an amount which, when aggregated with the amount expended under
clause (b) of Section 7.2.10, does not exceed
$10,000,000 prior to the Acquisition Date and $25,000,000 on and after the
Acquisition Date over the term of this Agreement; provided that, such
Investments shall result in the acquisition of a wholly owned U.S. Subsidiary;


 


(h)  the Equity Contribution and the Acquisition;


 


(i)  loans and advances to officers and employees in the ordinary
course of business in an amount not to exceed $100,000 at any time outstanding;
and


 


(j)  other Investments in an amount not to exceed $1,000,000 prior
to the Acquisition Date and $2,000,000 on and after the Acquisition Date over
the term of this Agreement; provided that, (i) any Investment which
when made complies with the requirements of the definition of the term “Cash
Equivalent Investment” may continue to be held notwithstanding that such
Investment if made thereafter would not comply with such requirements, and (ii) no
Investment otherwise permitted by clauses (e)(i), (g), (i) or
(j) shall be permitted to be made if any Default has occurred and
is continuing or would result therefrom.


 


SECTION 7.2.6. 
Restricted Payments, etc. 
No Borrower will, and no Borrower will permit any of its Subsidiaries
to, declare or make a Restricted Payment, or make any deposit for any
Restricted Payment, except:


 


(a)  Restricted Payments made by Subsidiaries to such Borrower or
any of its wholly owned Subsidiaries; and


 


(b)  payment of fees (collectively, the “Management Fees”),
not to exceed (i) the amounts payable pursuant to clause (ii) of Section 10
of the Stockholders Agreement and (ii) in the case of clause (iii) of
Section 10 of the Stockholders Agreement, $1,250,000 in the aggregate in
any Fiscal Year; provided that, no such Management Fees shall be paid
during any period if (i) after giving effect to any such payment, the
Obligors would not 


 


81

















 


be in compliance
on a pro  forma basis with the financial covenants set forth in Section 7.2.4,
or (ii) a Default has occurred and is continuing or would arise as a
result of such payment.


 


SECTION 7.2.7. 
Capital Expenditures. 
Subject (in the case of Capitalized Lease Liabilities), to clause (e) of
Section 7.2.2, no Borrower will, and no Borrower will permit any of
its Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal
Year (excluding Capital Expenditures actually made in Fiscal Year 2008 and 2009
with respect to the Alvarado Facility), which aggregate in excess of the amount
set forth below opposite such Fiscal Year, provided that Capital
Expenditures shall be permitted for 2013 and 2014 Fiscal Years only if the
Acquisition is consummated on or prior to the Delayed Draw Term B Commitment
Termination Date; and provided further that, to the extent that the
amount of Capital Expenditures actually made during any Fiscal Year is less
than the amount applicable to such Fiscal Year as set forth below (without
giving effect to any increase in such amount as provided below in this proviso),
such unused amount may be carried forward and used to make additional Capital
Expenditures in the immediately succeeding Fiscal Year:


 




	
   

  	
  Fiscal
  Year

  	
   

  	
  Capital

  Expenditure Amount Prior to

  Acquisition Date

  	
   

  	
  Capital

  Expenditure Amount On and

  After Acquisition Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2008

  	
   

  	
  $

  	
  2,000,000

  	
   

  	
  $

  	
  3,000,000

  	
   

  
	
   

  	
  2009

  	
   

  	
  $

  	
  2,000,000

  	
   

  	
  $

  	
  3,000,000

  	
   

  
	
   

  	
  2010

  	
   

  	
  $

  	
  2,000,000

  	
   

  	
  $

  	
  3,000,000

  	
   

  
	
   

  	
  2011

  	
   

  	
  $

  	
  2,500,000

  	
   

  	
  $

  	
  3,500,000

  	
   

  
	
   

  	
  2012

  	
   

  	
  $

  	
  2,500,000

  	
   

  	
  $

  	
  3,500,000

  	
   

  
	
   

  	
  2013

  	
   

  	
  N/A

  	
   

  	
  $

  	
  3,500,000

  	
   

  
	
   

  	
  2014

  	
   

  	
  N/A

  	
   

  	
  $

  	
  3,500,000

  	
   

  






 


SECTION 7.2.8. 
No Prepayment of Subordinated Debt.  No Borrower will, and no Borrower will permit
any of its Subsidiaries to:


 


(a)  make any payment or prepayment of principal of, or premium or
interest on, any Subordinated Debt (i) other than the stated, scheduled date
for payment of interest set forth in the applicable Subordinated Debt
Documents, or (ii) which would violate the terms of this Agreement or the
applicable Subordinated Debt Documents;


 


(b)  redeem, retire, purchase, defease or otherwise acquire any
Subordinated Debt; or


 


(c)  make any deposit (including the payment of amounts into a
sinking fund or other similar fund) for any of the foregoing purposes.


 


Furthermore, none of the Borrowers or any of their
Subsidiaries will designate any Indebtedness other than the Obligations as “Designated
Senior Debt” (or any analogous term) in any Subordinated Debt Document.


 


82

















 


SECTION 7.2.9. 
Issuance of Capital Securities. 
No Borrower will, and no Borrower will permit any of its Subsidiaries
to, issue any Capital Securities (whether for value or otherwise) to any Person
other than (a) in the case of Subsidiaries, to any Borrower or another
wholly owned Subsidiary, (b) in the case of Foreign Subsidiaries, if
mandated by applicable law, to directors or foreign nationals or (c) in
the case of Holdings, if the Net Equity Proceeds from such issuance are applied
to prepay the Loans as required by the terms of this Agreement and if no
Default would result from such issuance.


 


SECTION 7.2.10. 
Consolidation, Merger; Permitted Acquisitions, etc.  No Borrower will, and no Borrower will permit
any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge
into or with, any other Person, or purchase or otherwise acquire all or
substantially all of the assets of any Person (or any division thereof),
except:


 


(a)  any Subsidiary may liquidate or dissolve voluntarily into,
and may merge with and into, any Borrower or any other Subsidiary (provided
that, a Guarantor may only liquidate or dissolve into, or merge with and into,
any Borrower or another Guarantor), and the assets or Capital Securities of any
Subsidiary may be purchased or otherwise acquired by any Borrower or any other
Subsidiary (provided that, the assets or Capital Securities of any
Subsidiary Guarantor may only be purchased or otherwise acquired by any
Borrower or another Subsidiary Guarantor); provided further that, in no
event shall any Subsidiary consolidate with or merge with and into any other
Subsidiary unless after giving effect thereto, the Administrative Agent shall
have a perfected pledge of, and security interest in and to, at least the same
percentage of the issued and outstanding interests of Capital Securities (on a
fully diluted basis) and other assets of the surviving Person as the
Administrative Agent had immediately prior to such merger or consolidation in
form and substance satisfactory to the Administrative Agent and its counsel,
pursuant to such documentation and opinions as shall be necessary in the
opinion of the Administrative Agent to create, perfect or maintain the
collateral position of the Secured Parties therein; and


 


(b)  the purchase of all or substantially all of the assets of any
Person (or any division thereof), or the acquisition of such Person by merger,
in each case if (i) such purchase or acquisition constitutes a Permitted
Acquisition, and (ii) the amount expended in connection with such
transaction, when aggregated with the amount expended under clause (g) of
Section 7.2.5, does not exceed the amount set forth in such clause
over the term of this Agreement.


 


SECTION 7.2.11. 
Permitted Dispositions.  No
Borrower will, and no Borrower will permit any of its Subsidiaries to, Dispose
of any of the Borrowers’ or such Subsidiaries’ assets (including accounts
receivable and Capital Securities of Subsidiaries) to any Person in one
transaction or series of transactions unless such Disposition is:


 


(a)  inventory or obsolete, damaged, worn out or surplus personal
property Disposed of in the ordinary course of its business;


 


(b)  permitted by Section 7.2.10;


 


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(c)  in connection with the Permitted Sale-Leaseback; or


 


(d)  (i) for fair market value and the consideration received
consists of no less than 80% in cash, (ii) the Net Disposition Proceeds
received from such Disposition, together with the Net Disposition Proceeds of
all other assets Disposed of pursuant to this clause since the Closing Date,
does not exceed (individually or in the aggregate) $5,000,000 over the term of
this Agreement and (iii) the Net Disposition Proceeds from such
Disposition are applied pursuant to Sections 3.1.1 and 3.1.2.


 


SECTION 7.2.12. 
Modification of Certain Agreements.  No Borrowers will, and no Borrower will
permit any of its Subsidiaries to, consent to any amendment, supplement, waiver
or other modification of, or enter into any forbearance from exercising any
rights with respect to the terms or provisions contained in:


 


(a)  the Subordinated Debt Documents, other than any amendment,
supplement, waiver or modification for which no fee is payable to the holders
of the Subordinated Debt and which (i) extends the date or reduces the
amount of any required repayment, prepayment or redemption of the principal of
such Subordinated Debt, (ii) reduces the rate or extends the date for
payment of the interest, premium (if any) or fees payable on such Subordinated
Debt or (iii) makes the covenants, events of default or remedies in such
Subordinated Debt Documents less restrictive on the Borrowers;


 


(b)  any of the Transaction Documents, if the result would have a
material adverse effect on the right or remedies of any Secured Party; or


 


(c)  the Organic Documents of such Borrower or any of its
Subsidiaries, if the result would have a material adverse effect on the rights
or remedies of any Secured Party.


 


SECTION 7.2.13. 
Transactions with Affiliates. 
No Borrower will, and no Borrower will permit any of its Subsidiaries
to, enter into or cause or permit to exist any arrangement, transaction or
contract (including for the purchase, lease or exchange of property or the
rendering of services) with any of its other Affiliates, unless such
arrangement, transaction or contract (a) is on fair and reasonable terms
no less favorable to such Borrower or such Subsidiary than it could obtain in
an arm’s-length transaction with a Person that is not an Affiliate and (b) is
of the kind which would be entered into by a prudent Person in the position of
such Borrower or such Subsidiary with a Person that is not one of its
Affiliates, other than with respect to (i) transactions permitted by clause
(h) or (i) of Section 7.2.5 or Section 7.2.10,
(ii) transactions among the Obligors, (iii) payments excluded from
the definition of “Restricted Payment”, (iv) compensatory arrangements
with officers, directors and employees in the ordinary course of business
consistent with past practice and (v) payment of Management Fees and (vi) as
otherwise contemplated by the Stockholders Agreement and the Registration
Rights Agreement.


 


SECTION 7.2.14. 
Restrictive Agreements, etc. 
No Borrower will, and no Borrower will permit any of its Subsidiaries
to, enter into any agreement prohibiting:


 


(a)  the creation or assumption of any Lien upon its properties, revenues
or assets, whether now owned or hereafter acquired;


 


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(b)  the ability of any Obligor to amend or otherwise modify any
Loan Document; or


 


(c)  the ability of any Subsidiary to make any payments, directly
or indirectly, to any Borrower, including by way of dividends, advances,
repayments of loans, reimbursements of management and other intercompany
charges, expenses and accruals or other returns on investments.


 


The foregoing prohibitions shall not apply to
restrictions contained (i) in any Loan Document, (ii) in the case of clause
(a), any agreement governing any Indebtedness permitted by clause (e) of
Section 7.2.2 as to the assets financed with the proceeds of such
Indebtedness, or (iii) in the case of clauses (a) and (c),
any agreement of a Foreign Subsidiary governing the Indebtedness permitted by clause
(f)(ii) of Section 7.2.2.


 


SECTION 7.2.15. 
Sale and Leaseback.  No
Borrower will, and no Borrower will permit any of its Subsidiaries to, directly
or indirectly enter into any agreement or arrangement providing for the sale or
transfer by it of any property (now owned or hereafter acquired) to a Person
and the subsequent lease or rental of such property or other similar property
from such Person, except that the Borrowers shall be permitted to enter into
each Permitted Sale-Leaseback, subject to clause (e) of Section 3.1.1,
if (i) no Default has occurred and is continuing, (ii) the Borrowers
have delivered to the Administrative Agent a Mortgage with respect to such
leasehold property in form and substance reasonably satisfactory to the
Administrative Agent and (iii) in the case of the Shreveport
Sale-Leaseback, the consideration is 100% cash and for fair market value (and,
if requested by the Administrative Agent, the Obligors shall engage a valuation
professional reasonably acceptable to the Administrative Agent to produce
evidence of the value of the Shreveport Facility).


 


SECTION 7.2.16. 
Holdings.  Notwithstanding
anything herein to the contrary, Holdings will not engage in any business
activity other than its continuing ownership of the Capital Securities of the
other Borrowers, employment of executive officers of Holdings and the other
Borrowers and management of its and their operations (and related activities,
including leasing space and equipment and ancillary matters) and its compliance
with the obligations applicable to it under the Loan Documents.  Without limiting the generality of the
immediately preceding sentence, Holdings will not (a) create, incur,
assume or suffer to exist any Indebtedness (other than Indebtedness in
connection with the first sentence of this Section, and Indebtedness in respect
of the Loan Documents), (b) create, assume, or suffer to exist any Lien
upon, or grant any options or other rights with respect to, any of its
revenues, property or other assets, whether now owned or hereafter acquired
(other than pursuant to the Loan Documents), (c) wind-up, liquidate or
dissolve itself (or suffer to exist any of the foregoing), consolidate or
amalgamate with or merge into or with any other Person, (d) except as
otherwise permitted under Section 7.2.9, issue, sell, transfer,
lease, contribute or otherwise convey (including by way of merger), or grant
any options, warrants or other rights to, any of Holding’s assets (including
its Capital Securities and the Capital Securities of its Subsidiaries) to any
Person in a single transaction or series of transactions (other than the
issuance of its Capital Securities, to the extent not resulting in a Change in
Control, to management, employees, or to other Persons in connection with
Permitted Acquisitions (including by way of a “rollover” of equity in
connection with such Permitted Acquisition)), unless, in the case of the
Disposition of any of Holding’s 


 


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Capital Securities or warrants or options with respect
thereto, Holdings shall (i) contribute the proceeds of such Disposition
(in whatever form received by Holdings) to the other Borrowers and (ii) comply
with, and cause the other Borrowers to comply with, the requirements of Section 3.1.1,
(e) convey, sell, transfer, lease or otherwise dispose of all or any part
of its assets, in one transaction or a series of transactions, to any Person or
Persons, (f) create, incur, assume or suffer to exist any Investment in
any Person other than the other Borrowers or (g) permit to be taken any
action that would result in a Change in Control.  Holdings agrees not to commence or cause the
commencement of any of the actions described in clauses (b), (c),
(d) or (e) of Section 8.1.9 with respect to
any of its Subsidiaries.


 


ARTICLE VIII

EVENTS OF DEFAULT


 


SECTION 8.1. 
Listing of Events of Default. 
Each of the following events or occurrences described in this Article shall
constitute an “Event of Default”.


 


SECTION 8.1.1. 
Non-Payment of Obligations. 
Any Borrower shall default in the payment or prepayment when due of:


 


(a)  any principal of or interest on any Loan, or any
Reimbursement Obligation or any deposit of cash for collateral purposes
pursuant to Section 2.6.4;


 


(b)  any fee described in Article III or any other
monetary Obligation, and such default shall continue unremedied for a period of
three days after such amount was due; or


 


(c)  any other monetary Obligation, and such default shall
continue unremedied for a period of 15 days after such amount was due or three
days after notice thereof has been given to Holdings by the Administrative
Agent or any Lender.


 


SECTION 8.1.2. 
Breach of Warranty.  Any
representation or warranty of any Obligor made or deemed to be made in any Loan
Document (including any certificates delivered pursuant to Article V)
is or shall be incorrect when made or deemed to have been made in any material
respect.


 


SECTION 8.1.3. 
Non-Performance of Certain Covenants and Obligations.  (a) Any Borrower shall default in the
due performance or observance of any of its obligations under Section 3.4,
Section 7.1.1, Section 7.1.7 or Section 7.2
and or (b) any Obligor shall default in the due performance or observance
of its obligations under the Subsidiary Guaranty or the Security Agreement.


 


SECTION 8.1.4. 
Non-Performance of Other Covenants and Obligations.  Any Obligor shall default in the due
performance and observance of any other agreement contained in any Loan
Document executed by it, and such default shall continue unremedied for a
period of 30 days after the earlier to occur of (i) notice thereof given
to the Borrowers by the Administrative Agent or any Lender or (ii) the date
on which any Obligor has knowledge of such default.


 


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SECTION 8.1.5. 
Default on Other Indebtedness. 
A default shall occur in the payment of any amount when due (subject to
any applicable grace period), whether by acceleration or otherwise, of any
principal or stated amount of, or interest or fees on, any Indebtedness (other
than Indebtedness described in Section 8.1.1) of any Borrower or
any of its Subsidiaries or any other Obligor having a principal or stated
amount, individually, in excess of $1,000,000 or, in the aggregate, in excess
of $2,000,000, or a default shall occur in the performance or observance of any
obligation or condition with respect to such Indebtedness if the effect of such
default is to accelerate the maturity of any such Indebtedness or such default
shall continue unremedied for any applicable period of time sufficient to
permit the holder or holders of such Indebtedness, or any trustee or agent for
such holders, to cause or declare such Indebtedness to become due and payable
or to require such Indebtedness to be prepaid, redeemed, purchased or defeased,
or require an offer to purchase or defease such Indebtedness to be made, prior
to its expressed maturity.


 


SECTION 8.1.6. 
Judgments.  Any judgment or
order for the payment of money individually in excess of $1,000,000 or in the
aggregate in excess of $2,000,000 (exclusive of any amounts fully covered by
insurance (less any applicable deductible) and as to which the insurer has
acknowledged its responsibility to cover such judgment or order) shall be
rendered against any Borrower or any of its Subsidiaries or any other Obligor
and such judgment shall not have been vacated or discharged or stayed or bonded
pending appeal within 60 days after the entry thereof or enforcement
proceedings shall have been commenced by any creditor upon such judgment or
order.


 


SECTION 8.1.7. 
Pension Plans.  Any of the
following events shall occur with respect to any Pension Plan:


 


(a)  the institution of any steps by any Borrower, any member of
its Controlled Group or any other Person to terminate a Pension Plan if, as a
result of such termination, such Borrower or any such member could be required
to make a contribution to such Pension Plan, or could reasonably expect to
incur a liability or obligation to such Pension Plan, in excess of $1,000,000;
or


 


(b)  a contribution failure occurs with respect to any Pension
Plan sufficient to give rise to a Lien under section 302(f) of ERISA.


 


SECTION 8.1.8. 
Change in Control.  Any
Change in Control shall occur.


 


SECTION 8.1.9. 
Bankruptcy, Insolvency, etc. 
Any Borrower, any of its Subsidiaries or any other Obligor shall:


 


(a)  become insolvent or generally fail to pay, or admit in
writing its inability or unwillingness generally to pay, debts as they become
due;


 


(b)  apply for, consent to, or acquiesce in the appointment of a
trustee, receiver, sequestrator or other custodian for any substantial part of
the property of any thereof, or make a general assignment for the benefit of
creditors;


 


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(c)  in the absence of such application, consent or acquiescence,
permit or suffer to exist the appointment of a trustee, receiver, sequestrator
or other custodian for a substantial part of the property of any thereof, and
such trustee, receiver, sequestrator or other custodian shall not be discharged
within 60 days; provided that, each Borrower, each Subsidiary and each
other Obligor hereby expressly authorizes each Secured Party to appear in any
court conducting any relevant proceeding during such 60-day period to preserve,
protect and defend their rights under the Loan Documents;


 


(d)  permit or suffer to exist the commencement of any bankruptcy,
reorganization, debt arrangement or other case or proceeding under any
bankruptcy or insolvency law or any dissolution, winding up or liquidation
proceeding, in respect thereof, and, if any such case or proceeding is not
commenced by any Borrower, any Subsidiary or any Obligor, such case or
proceeding shall be consented to or acquiesced in by such Borrower, such
Subsidiary or such Obligor, as the case may be, or shall result in the entry of
an order for relief or shall remain for 60 days undismissed; provided
that, each Borrower, each Subsidiary and each Obligor hereby expressly
authorizes each Secured Party to appear in any court conducting any such case
or proceeding during such 60-day period to preserve, protect and defend their
rights under the Loan Documents (subject to the Liens permitted under Section 7.2.3);
or


 


(e)  take any action authorizing, or in furtherance of, any of the
foregoing.


 


SECTION 8.1.10. 
Impairment of Security, etc. 
Any Loan Document or any Lien granted thereunder shall (except in
accordance with its terms), in whole or in part, terminate, cease to be
effective or cease to be the legally valid, binding and enforceable obligation
of any Obligor party thereto; any Obligor or any other party shall, directly or
indirectly, contest in any manner such effectiveness, validity, binding nature
or enforceability; or, except as permitted under any Loan Document, any Lien
securing any Obligation shall, in whole or in part, cease to be a perfected
first priority Lien.


 


SECTION 8.1.11. 
Failure of Subordination. 
Unless otherwise waived or consented to by the Administrative Agent, the
Lenders and the Issuers in writing, the subordination provisions relating to
any Subordinated Debt (the “Subordination Provisions”) (including the
Subordination Provisions under the Subordination Agreement) shall fail to be
enforceable by the Administrative Agent, the Lenders and the Issuers in
accordance with the terms thereof, or the monetary Obligations shall fail to
constitute “Senior Indebtedness” (or similar term) referring to the
Obligations; or any Borrower or any of its Subsidiaries shall, directly or
indirectly, disavow or contest in any manner (i) the effectiveness,
validity or enforceability of any of the Subordination Provisions, (ii) that
the Subordination Provisions exist for the benefit of the Administrative Agent,
the Lenders and the Issuers or (iii) that all payments of principal of or
premium and interest on the Subordinated Debt, or realized from the liquidation
of any property of any Obligor, shall be subject to any of such Subordination
Provisions.


 


SECTION 8.1.12. Hedging Obligations.  A “termination event” or similar event occurs
in respect of Hedging Obligations and as a result any Obligor is obligated to
make payments thereunder in excess of $1,000,000 and such “termination event”
shall continue unremedied for a period of 30 days.


 


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SECTION 8.2. 
Action if Bankruptcy.  If
any Event of Default described in clauses (a) through (d) of
Section 8.1.9 with respect to any Borrower shall occur, the
Commitments (if not theretofore terminated) shall automatically terminate and
the outstanding principal amount of all outstanding Loans and all other
Obligations (including Reimbursement Obligations) shall automatically be and
become immediately due and payable, without notice or demand to any Person and
each Obligor shall automatically and immediately be obligated to Cash
Collateralize all Letter of Credit Outstandings.


 


SECTION 8.3. 
Action if Other Event of Default. 
If any Event of Default (other than any Event of Default described in clauses
(a) through (d) of Section 8.1.9 with respect
to any Borrower) shall occur for any reason, whether voluntary or involuntary,
and be continuing, the Administrative Agent, upon the direction of the Required
Lenders, shall by notice to the Borrowers declare all or any portion of the
outstanding principal amount of the Loans and other Obligations (including
Reimbursement Obligations) to be due and payable and/or the Commitments (if not
theretofore terminated) to be terminated, whereupon the full unpaid amount of
such Loans and other Obligations which shall be so declared due and payable
shall be and become immediately due and payable, without further notice, demand
or presentment, and/or, as the case may be, the Commitments shall terminate and
the Borrowers shall automatically and immediately be obligated to Cash
Collateralize all Letter of Credit Outstandings.  Notwithstanding anything to the contrary
contained herein or in any other Loan Document, the authority to enforce rights
and remedies hereunder and under the other Loan Documents shall be vested
exclusively in, and all actions and proceedings at law in connection with such
enforcement shall be instituted and maintained exclusively by, the Administrative
Agent in accordance with this Section and Section 8.2 for the
benefit of all the Lenders and the Issuer; provided that the foregoing
shall not prohibit (i) the Issuer or the Swing Line Lender from exercising
the rights and remedies that inure to its benefit (solely in its capacity as
Issuer or Swing Line Lender, as the case may be) hereunder and under the other
Loan Documents, or (ii) any Lender from exercising setoff rights in
accordance with Section 4.9.


 


SECTION 8.4. Right to Cure Financial Covenants.  Notwithstanding anything to the contrary
contained in this Agreement, in the event that the Borrowers fail to comply
with the requirements of any financial covenant set forth in Section 7.2.4,
Holdings shall have the right, no later than five days following the delivery
of the related Compliance Certificate pursuant to clause (c) of Section 7.1.1
with respect to the applicable Fiscal Quarter, to issue Capital Securities for
its common stock for cash or otherwise receive cash contributions to the
capital of Holdings, in either case in an aggregate amount (the “Cure Amount”)
not in excess of the lesser of (x) the minimum amount necessary to cure
the relevant failure to comply with such financial covenant or (y) $3,000,000,
the net cash proceeds of which shall be contributed to the common equity
capital of the Borrowers (collectively, the “Cure Right”), and upon the
receipt by Holdings of the Cure Amount pursuant to the exercise of such Cure
Right, such financial covenant shall be recalculated giving effect to the
following pro  forma adjustments:


 


(a)  EBITDA shall be increased, in accordance with the definition
thereof, solely for the purpose of measuring the financial covenants set forth
in Section 7.2.4 and not for any other purpose under this
Agreement, by an amount equal to the Cure Amount;


 


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(b)  if, after giving effect to the foregoing recalculations, the
Borrowers shall then be in compliance with the requirements of all financial
covenants set forth in Section 7.2.4, the Borrowers shall be deemed
to have satisfied the requirements of such financial covenants as of the
relevant date of determination with the same effect as though there had been no
failure to comply therewith at such date, and the applicable breach or default
of such financial covenants which had occurred shall be deemed cured for all
purposes of this Agreement; and


 


(c)  to the extent a Fiscal Quarter ended for which such financial
covenant is initially recalculated as a result of a Cure Right is included in
the calculation of a financial covenant in a subsequent fiscal period, the Cure
Amount shall be included in the amount of EBITDA for such initial Fiscal
Quarter;


 


provided that the Cure Right shall
not be exercised more than one time over the term of this Agreement.


 


ARTICLE IX

THE ADMINISTRATIVE AGENT


 


SECTION 9.1. 
Actions.  Each Lender
hereby appoints the Administrative Agent as its Administrative Agent under and
for purposes of each Loan Document.  Each
Lender authorizes the Administrative Agent to act on behalf of such Lender
under each Loan Document and, in the absence of other written instructions from
the Required Lenders received from time to time by the Administrative Agent
(with respect to which the Administrative Agent agrees that it will comply,
except as otherwise provided in this Section 9.1 or as otherwise
advised by counsel in order to avoid contravention of applicable law), to
exercise such powers hereunder and thereunder as are specifically delegated to
or required of the Administrative Agent by the terms hereof and thereof,
together with such powers as may be incidental thereto (including the release
of Liens on assets Disposed of in accordance with the terms of the Loan
Documents).  Each Lender hereby
indemnifies (which indemnity shall survive any termination of this Agreement)
the Administrative Agent, pro  rata according to such Lender’s
proportionate Total Exposure Amount, from and against any and all liabilities,
obligations, losses, damages, claims, costs or expenses of any kind or nature
whatsoever which may at any time be imposed on, incurred by, or asserted
against, the Administrative Agent in any way relating to or arising out of any
Loan Document, (including attorneys’ fees), and as to which the Administrative
Agent is not reimbursed by the Borrowers; provided that, no Lender shall
be liable for the payment of any portion of such liabilities, obligations,
losses, damages, claims, costs or expenses which are determined by a court of
competent jurisdiction in a final proceeding to have resulted from the
Administrative Agent’s gross negligence or willful misconduct.  The Administrative Agent shall not be
required to take any action under any Loan Document, or to prosecute or defend
any suit in respect of any Loan Document, unless it is indemnified hereunder to
its satisfaction.  If any indemnity in
favor of the Administrative Agent shall be or become, in the Administrative
Agent’s determination, inadequate, the Administrative Agent may call for
additional indemnification from the Lenders and cease to do the acts
indemnified against hereunder until such additional indemnity is given.


 


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SECTION 9.2. 
Funding Reliance, etc. 
Unless the Administrative Agent shall have been notified in writing by
any Lender by 3:00 p.m. on the Business Day prior to a Borrowing that such
Lender will not make available the amount which would constitute its Percentage
of such Borrowing on the date specified therefor, the Administrative Agent may
assume that such Lender has made such amount available to the Administrative
Agent and, in reliance upon such assumption, make available to the Borrowers a
corresponding amount.  If and to the
extent that such Lender shall not have made such amount available to the
Administrative Agent, such Lender and each Borrower severally agree to repay
the Administrative Agent forthwith on demand such corresponding amount together
with interest thereon, for each day from the date the Administrative Agent made
such amount available to the Borrowers to the date such amount is repaid to the
Administrative Agent, at the interest rate applicable at the time to Loans
comprising such Borrowing (in the case of the Borrowers) and (in the case of a
Lender), at the Federal Funds Rate (for the first two Business Days after which
such amount has not been repaid), and thereafter at the interest rate
applicable to Loans comprising such Borrowing.


 


SECTION 9.3. 
Exculpation.  Neither the
Administrative Agent nor any of its directors, officers, employees or agents
shall be liable to any Secured Party for any action taken or omitted to be
taken by it under any Loan Document, or in connection therewith, except for its
own willful misconduct or gross negligence, nor responsible for any recitals or
warranties herein or therein, nor for the effectiveness, enforceability,
validity or due execution of any Loan Document, nor for the creation,
perfection or priority of any Liens purported to be created by any of the Loan
Documents, or the validity, genuineness, enforceability, existence, value or
sufficiency of any collateral security, nor to make any inquiry respecting the
performance by any Obligor of its Obligations. 
Any such inquiry which may be made by the Administrative Agent shall not
obligate it to make any further inquiry or to take any action.  The Administrative Agent shall be entitled to
rely upon advice of counsel concerning legal matters and upon any notice,
consent, certificate, statement or writing which the Administrative Agent
believes to be genuine and to have been presented by a proper Person.


 


SECTION 9.4. 
Successor.  The
Administrative Agent may resign as such at any time upon at least 30 days’
prior notice to the Borrowers and all Lenders. 
If the Administrative Agent at any time shall resign, the Required
Lenders may appoint another Lender as a successor Administrative Agent which
shall thereupon become the Administrative Agent hereunder.  If no successor Administrative Agent shall
have been so appointed by the Required Lenders, and shall have accepted such
appointment, within 30 days after the retiring Administrative Agent’s giving
notice of resignation, then the retiring Administrative Agent may, on behalf of
the Lenders, appoint a successor Administrative Agent, which shall be one of
the Lenders or a commercial banking institution organized under the laws of the
United States (or any State thereof) or a United States branch or agency of a commercial
banking institution, and having a combined capital and surplus of at least
$250,000,000; provided that, if, such retiring Administrative Agent is
unable to find a commercial banking institution which is willing to accept such
appointment and which meets the qualifications set forth in above, the retiring
Administrative Agent’s resignation shall nevertheless thereupon become
effective and the Lenders shall assume and perform all of the duties of the
Administrative Agent hereunder until such time, if any, as the Required Lenders
appoint a successor as provided for above. 
Upon the acceptance of any appointment as Administrative Agent hereunder
by a successor Administrative Agent, such successor Administrative Agent shall
be entitled to receive from the retiring Administrative 


 


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Agent such documents of transfer and assignment as
such successor Administrative Agent may reasonably request, and shall thereupon
succeed to and become vested with all rights, powers, privileges and duties of
the retiring Administrative Agent, and the retiring Administrative Agent shall
be discharged from its duties and obligations under the Loan Documents.  After any retiring Administrative Agent’s
resignation hereunder as the Administrative Agent, the provisions of this Article shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was the Administrative Agent under the Loan Documents, and Section 10.3
and Section 10.4 shall continue to inure to its benefit.


 


SECTION 9.5. 
Loans by Administrative Agent. 
The Administrative Agent shall have the same rights and powers with
respect to (x) the Credit Extensions made by it or any of its Affiliates,
and (y) the Notes held by it or any of its Affiliates as any other Lender
and may exercise the same as if it were not the Administrative Agent.  The Administrative Agent and its Affiliates
may accept deposits from, lend money to, and generally engage in any kind of
business with any Borrower or any Subsidiary or Affiliate of such Borrower as
if the Administrative Agent were not the Administrative Agent hereunder.


 


SECTION 9.6. 
Credit Decisions.  Each
Lender acknowledges that it has, independently of the Administrative Agent and
each other Lender, and based on such Lender’s review of the financial
information of the Borrowers, the Loan Documents (the terms and provisions of
which being satisfactory to such Lender) and such other documents, information
and investigations as such Lender has deemed appropriate, made its own credit
decision to extend its Commitments.  Each
Lender also acknowledges that it will, independently of the Administrative
Agent and each other Lender, and based on such other documents, information and
investigations as it shall deem appropriate at any time, continue to make its
own credit decisions as to exercising or not exercising from time to time any
rights and privileges available to it under the Loan Documents.


 


SECTION 9.7. 
Copies, etc.  The
Administrative Agent shall give prompt notice to each Lender of each notice or
request required or permitted to be given to the Administrative Agent by the
Borrowers pursuant to the terms of the Loan Documents (unless concurrently
delivered to the Lenders by any Borrower). 
The Administrative Agent will distribute to each Lender each document or
instrument received for its account and copies of all other communications
received by the Administrative Agent from the Borrowers for distribution to the
Lenders by the Administrative Agent in accordance with the terms of the Loan
Documents.


 


SECTION 9.8. 
Reliance by Administrative Agent. 
The Administrative Agent shall be entitled to rely upon any
certification, notice or other communication (including any thereof by
telephone, telecopy, telegram or cable) believed by it to be genuine and
correct and to have been signed or sent by or on behalf of the proper Person,
and upon advice and statements of legal counsel, independent accountants and
other experts selected by the Administrative Agent.  As to any matters not expressly provided for
by the Loan Documents, the Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, thereunder in accordance
with instructions given by the Required Lenders or all of the Lenders as is
required in such circumstance, and such instructions of such Lenders and any
action taken or failure to act pursuant thereto shall be binding on all Secured
Parties.  For purposes of applying
amounts in accordance with this Section, the Administrative Agent shall be
entitled to rely upon any Secured Party that has entered into a Rate Protection
Agreement with any Obligor for a determination 


 


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(which such Secured Party agrees to provide or cause to
be provided upon request of the Administrative Agent) of the outstanding
Obligations owed to such Secured Party under any Rate Protection
Agreement.  Unless it has actual
knowledge evidenced by way of written notice from any such Secured Party and
the Borrowers to the contrary, the Administrative Agent, in acting in such
capacity under the Loan Documents, shall be entitled to assume that no Rate
Protection Agreements or Obligations in respect thereof are in existence or
outstanding between any Secured Party and any Obligor.


 


SECTION 9.9. 
Defaults.  The
Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of a Default unless the Administrative Agent has received a written
notice from a Lender or the Borrowers specifying such Default and stating that
such notice is a “Notice of Default”. 
In the event that the Administrative Agent receives such a notice of the
occurrence of a Default, the Administrative Agent shall give prompt notice
thereof to the Lenders.  The Administrative
Agent shall (subject to Section 10.1) take such action with respect
to such Default as shall be directed by the Required Lenders; provided
that, unless and until the Administrative Agent shall have received such
directions, the Administrative Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Default
as it shall deem advisable in the best interest of the Secured Parties except
to the extent that this Agreement expressly requires that such action be taken,
or not be taken, only with the consent or upon the authorization of the
Required Lenders or all Lenders.


 


ARTICLE X

MISCELLANEOUS PROVISIONS


 


SECTION 10.1. 
Waivers, Amendments, etc. 
The provisions of each Loan Document (other than Rate Protection
Agreements, Letters of Credit or a Fee Letter, which shall be modified only in
accordance with their respective terms) may from time to time be amended,
modified or waived, if such amendment, modification or waiver is in writing and
consented to by the Borrowers and the Required Lenders; provided that,
no such amendment, modification or waiver shall:


 


(a)  modify clause (b) of Section 4.7, Section 4.8
(as it relates to sharing of payments) or this Section, in each case, without
the consent of all Lenders;


 


(b)  increase the aggregate amount of any Credit Extensions
required to be made by a Lender pursuant to its Commitments, extend the final
Commitment Termination Date of Credit Extensions made (or participated in) by a
Lender or extend the final Stated Maturity Date for any Lender’s Loan, in each
case without the consent of such Lender (it being agreed, however, that any
vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3
of amounts owing with respect to the Loans and other Obligations shall only
require the vote of the Required Lenders);


 


(c)  reduce (by way of forgiveness), the principal amount of or
reduce the rate of interest on any Lender’s Loan, reduce any fees described in Article III
payable to any Lender or extend the date on which interest or fees are payable
in respect of such Lender’s Loans, in each case without the consent of such
Lender (provided that, the vote 


 


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of Required
Lenders shall be sufficient to waive the payment, or reduce the increased
portion, of interest accruing under Section 3.2.2);


 


(d)  reduce the percentage set forth in the definition of “Required
Lenders” or modify any requirement hereunder that any particular action be
taken by all Lenders without the consent of all Lenders;


 


(e)  increase the Stated Amount of any Letter of Credit unless
consented to by the Issuer of such Letter of Credit;


 


(f)  except as otherwise expressly provided in a Loan Document,
release (i) any Borrower from its Obligations under the Loan Documents or
any Guarantor from its obligations under a Guaranty or (ii) all or
substantially all of the collateral under the Loan Documents, in each case
without the consent of all Lenders; or


 


(g)  affect adversely the interests, rights or obligations of the
Administrative Agent (in its capacity as the Administrative Agent), any Issuer
(in its capacity as Issuer), or the Swing Line Lender (in its capacity as Swing
Line Lender) unless consented to by the Administrative Agent or such Issuer, as
the case may be.


 


No failure or delay on the part of any Secured Party
in exercising any power or right under any Loan Document shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power or
right preclude any other or further exercise thereof or the exercise of any
other power or right.  No notice to or
demand on any Obligor in any case shall entitle it to any notice or demand in
similar or other circumstances.  No
waiver or approval by any Secured Party under any Loan Document shall, except
as may be otherwise stated in such waiver or approval, be applicable to
subsequent transactions.  No waiver or
approval hereunder shall require any similar or dissimilar waiver or approval
thereafter to be granted hereunder.


 


SECTION 10.2. 
Notices; Time.  All notices
and other communications provided under each Loan Document shall be in writing
or by facsimile and addressed, delivered or transmitted, if to the Borrowers,
the Administrative Agent, a Lender or an Issuer, to the applicable Person at
its address or facsimile number set forth on Schedule II hereto or set
forth in the Lender Assignment Agreement, or at such other address or facsimile
number as may be designated by such party in a notice to the other
parties.  Any notice, if mailed and
properly addressed with postage prepaid or if properly addressed and sent by
pre-paid courier service, shall be deemed given when received; any notice, if
transmitted by facsimile, shall be deemed given when the confirmation of transmission
thereof is received by the transmitter. 
Electronic mail and Internet and intranet websites may be used only to
distribute routine communications by the Administrative Agent to the Lender,
such as financial statements and other information as provided in Section 7.1.1
and for the distribution and execution of Loan Documents for execution by the
parties thereto, and may not be used for any other purpose.  The parties hereto agree that delivery of an
executed counterpart of a signature page to this Agreement and each other
Loan Document by facsimile (or electronic transmission) shall be effective as
delivery of an original executed counterpart of this Agreement or such other
Loan Document.  Unless otherwise indicated,
all references to the time of a day in a Loan Document shall refer to New York
time.


 


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SECTION 10.3. 
Payment of Costs and Expenses. 
The Borrowers, jointly and severally, agree to pay on demand all
reasonable out-of-pocket expenses of the Administrative Agent and the Lead
Arranger (including the reasonable fees and out-of-pocket expenses of Mayer,
Brown, Rowe & Maw LLP, counsel to the Lead Arranger and of local
counsel, if any, who may be retained by or on behalf of the Lead Arranger) in
connection with:


 


(a)  the negotiation, preparation, execution and delivery of each
Loan Document, including schedules and exhibits, and any amendments, waivers,
consents, supplements or other modifications to any Loan Document as may from
time to time hereafter be required, whether or not the transactions
contemplated hereby are consummated; and


 


(b)  the filing or recording of any Loan Document (including the
Filing Statements) and all amendments, supplements, amendment and restatements
and other modifications to any thereof, searches made following the Effective
Date in jurisdictions where Filing Statements (or other documents evidencing
Liens in favor of the Secured Parties) have been recorded and any and all other
documents or instruments of further assurance required to be filed or recorded
by the terms of any Loan Document; and


 


(c)  the preparation and review of the form of any document or
instrument relevant to any Loan Document.


 


The Borrowers further, jointly and severally,
agree to pay, and to save each Secured Party harmless from all liability for,
any stamp or other taxes which may be payable in connection with the execution
or delivery of each Loan Document, the Credit Extensions or the issuance of the
Notes.  The Borrowers, jointly and
severally, also agree to reimburse the Administrative Agent upon demand for all
reasonable out-of-pocket expenses (including reasonable attorneys’ fees and
legal expenses of counsel to the Administrative Agent) incurred by the
Administrative Agent in connection with (x) the negotiation of any
restructuring or “work-out” with any Borrower, whether or not consummated, of
any Obligations and (y) the enforcement of any Obligations.


 


SECTION 10.4. 
Indemnification.  In
consideration of the execution and delivery of this Agreement by each Secured
Party, the Borrowers hereby, jointly and severally, indemnify, exonerate,
defend and hold each Secured Party and each of their respective officers,
directors, employees and agents (collectively, the “Indemnified Parties”)
free and harmless from and against any and all actions, causes of action,
suits, losses, costs, liabilities and damages, and expenses incurred in
connection therewith (irrespective of whether any such Indemnified Party is a
party to the action for which indemnification hereunder is sought), including
reasonable attorneys’ fees and disbursements, whether incurred in connection
with actions between or among the parties hereto (other than actions between or
among Lenders (in their capacity as a Lender)) or the parties hereto and third
parties (collectively, the “Indemnified Liabilities”), incurred by the
Indemnified Parties or any of them as a result of, or arising out of, or
relating to:


 


(a)  any transaction financed or to be financed in whole or in
part, directly or indirectly, with the proceeds of any Credit Extension,
including all Indemnified Liabilities arising in connection with the
Transaction;


 


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(b)  the entering into and performance of any
Loan Document by any of the Indemnified Parties (including any action brought
by or on behalf of the Borrowers as the result of any determination by the
Required Lenders pursuant to Article V not to fund any Credit
Extension; provided that, any such action is resolved in favor of such
Indemnified Party);


 


(c)  any investigation, litigation or proceeding related to any
acquisition or proposed acquisition by any Obligor or any Subsidiary thereof of
all or any portion of the Capital Securities or assets of any Person, whether
or not an Indemnified Party is party thereto;


 


(d)  any investigation, litigation or proceeding related to any
environmental cleanup, audit, compliance or other matter relating to the
protection of the environment or the Release by any Obligor or any Subsidiary
thereof of any Hazardous Material;


 


(e)  the presence on or under, or the escape, seepage, leakage,
spillage, discharge, emission, discharging or releases from, any real property
owned or operated by any Obligor or any Subsidiary thereof of any Hazardous
Material (including any losses, liabilities, damages, injuries, costs, expenses
or claims asserted or arising under any Environmental Law), regardless of
whether caused by, or within the control of, such Obligor or Subsidiary; or


 


(f)  each Lender’s Environmental Liability (the indemnification
herein shall survive repayment of the Obligations and any transfer of the
property of any Obligor or its Subsidiaries by foreclosure or by a deed in lieu
of foreclosure for any Lender’s Environmental Liability, regardless of whether
caused by, or within the control of, such Obligor or such Subsidiary);


 


except for Indemnified Liabilities arising for the
account of a particular Indemnified Party by reason of the relevant Indemnified
Party’s gross negligence or willful misconduct. 
Each Obligor and its successors and assigns hereby waive, release and
agree not to make any claim or bring any cost recovery action against, any
Indemnified Party under CERCLA or any state equivalent, or any similar law now
existing or hereafter enacted.  It is
expressly understood and agreed that to the extent that any Indemnified Party
is strictly liable under any Environmental Laws, each Obligor’s obligation to
such Indemnified Party under this indemnity shall likewise be without regard to
fault on the part of any Obligor with respect to the violation or condition
which results in liability of an Indemnified Party.  If and to the extent that the foregoing
undertaking may be unenforceable for any reason, each Obligor agrees to make
the maximum contribution to the payment and satisfaction of each of the
Indemnified Liabilities which is permissible under applicable law.  To the extent permitted by applicable law, no
Borrower shall assert, and each Borrower hereby waives, any claim against any
Indemnified Party on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement or any
other Loan Document, any Credit Extension or the use of the proceeds thereof.


 


SECTION 10.5. 
Survival.  The obligations
of the Borrowers under Sections 4.3, 4.4, 4.5, 4.6,
4.7, 10.3 and 10.4, and the obligations of the Lenders
under Sections 2.6.1 and 9.1, shall in 


 


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each case survive any assignment from one Lender to
another and the occurrence of the Termination Date.  The representations and warranties made by
each Obligor in each Loan Document shall survive the execution and delivery of
such Loan Document.


 


SECTION 10.6. 
Severability.  Any
provision of any Loan Document which is prohibited or unenforceable in any
jurisdiction shall, as to such provision and such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions of such Loan Document or affecting the validity or
enforceability of such provision in any other jurisdiction.


 


SECTION 10.7. 
Headings.  The various
headings of each Loan Document are inserted for convenience only and shall not
affect the meaning or interpretation of such Loan Document or any provisions
thereof.


 


SECTION 10.8. 
Execution in Counterparts, Effectiveness, etc.  This Agreement may be executed by the parties
hereto in several counterparts, each of which shall be an original and all of
which shall constitute together but one and the same agreement.  This Agreement shall become effective when
counterparts hereof executed on behalf of each Borrower, the Administrative
Agent and each Lender (or notice thereof satisfactory to the Administrative
Agent), shall have been received by the Administrative Agent.


 


SECTION 10.9. 
Governing Law; Entire Agreement. 
EACH LOAN DOCUMENT (OTHER THAN THE LETTERS OF CREDIT, TO THE EXTENT
SPECIFIED BELOW AND EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN A LOAN DOCUMENT)
WILL EACH 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).  EACH LETTER OF CREDIT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER
OF CREDIT, OR IF NO LAWS OR RULES ARE DESIGNATED, THE INTERNATIONAL STANDBY PRACTICES
(ISP98—INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NUMBER 590 (THE “ISP
RULES”)) AND, AS TO MATTERS NOT GOVERNED BY THE ISP RULES, THE INTERNAL
LAWS OF THE STATE OF NEW YORK.  The Loan
Documents constitute the entire understanding among the parties hereto with
respect to the subject matter thereof and supersede any prior agreements,
written or oral, with respect thereto.


 


SECTION 10.10. 
Successors and Assigns. 
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and assigns; provided
that, no Borrower may assign or transfer its rights or obligations hereunder
without the consent of all Lenders.


 


SECTION 10.11. 
Sale and Transfer of Credit Extensions; Participations in Credit
Extensions; Notes.  Each Lender may
assign, or sell participations in, its Loans, Letters of Credit and Commitments
to one or more other Persons in accordance with the terms set forth below.


 


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(a)  Subject to clause (b), any Lender may assign to one or
more Eligible Assignees all or a portion of its rights and obligations under
the Loan Documents (including all or a portion of its Commitments and the Loans
at the time owing to it); provided that:


 


(i)  except in the case of (A) an assignment of the entire
remaining amount of the assigning Lender’s Commitments and the Loans at the
time owing to it or (B) an assignment to a Lender, an Affiliate of a
Lender or an Approved Fund with respect to a Lender, the aggregate amount of
the Commitments (which for this purpose includes Loans outstanding thereunder,
but excludes Commitments and Loans assigned in connection with the primary
syndication of the Commitments and Loans) or principal outstanding balance of
the Loans of the assigning Lender subject to each such assignment (determined
as of the date the Lender Assignment Agreement with respect to such assignment
is delivered to the Administrative Agent) shall not be less than (x) $2,500,000
in the case of Revolving Loan Commitments and Revolving Loans and (y) $500,000
in the case of Term Loans, unless the Administrative Agent and, so long as no
Event of Default has occurred and is continuing, each Borrower, otherwise
consents;


 


(ii)  each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender’s rights and obligations under
this Agreement with respect to the Loans and the Commitments assigned, except
that this clause (a)(ii) shall not prohibit any Lender from
assigning all or a portion of its rights and obligations among separate
tranches of Revolving Loans and Term Loans on a non-pro rata basis; and


 


(iii)  the parties to each assignment shall execute and deliver to
the Administrative Agent a Lender Assignment Agreement, together with a
processing and recordation fee of $3,500 (which fee is hereby waived if
Dresdner or any of its Affiliates is assigning or purchasing any Credit
Extensions or Commitments) and if the Eligible Assignee is not already Lender,
administrative details information with respect to such Eligible Assignee and
applicable tax forms.


 


(b)  Any assignment proposed pursuant to clause (a) to
any Person (other than a Lender or an Approved Fund) shall be subject to the
prior written approval of (i) the Administrative Agent (not to be
unreasonably withheld), (ii) in the case of any assignment of any
Revolving Loan Commitment, the Swing Line Lender and each Issuer and (iii) so
long as no Event of Default has occurred and is continuing on the date such
assignment is to become effective, each Borrower.  If the consent of the Borrowers to an
assignment or to an Eligible Assignee is required hereunder (including a
consent to an assignment which does not meet the minimum assignment thresholds
specified in this Section), the Borrowers shall be deemed to have given their
consent ten Business Days after the date notice thereof has been delivered by
the assigning Lender (through the Administrative Agent) to the Borrowers,
unless such consent is expressly refused by the Borrowers prior to such tenth
Business Day.


 


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(c)  Subject to acceptance and recording thereof by the
Administrative Agent pursuant to clause (d), from and after the
effective date specified in each Lender Assignment Agreement, (i) the
Eligible Assignee thereunder shall (if not already a Lender) be a party hereto
and, to the extent of the interest assigned by such Lender Assignment
Agreement, have the rights and obligations of a Lender under the Loan
Documents, and (ii) the assigning Lender thereunder shall (subject to Section 10.5)
be released from its obligations under the Loan Documents, to the extent of the
interest assigned by such Lender Assignment Agreement (and, in the case of a
Lender Assignment Agreement covering all of the assigning Lender’s rights and
obligations under the Loan Documents, such Lender shall cease to be a party
hereto, but shall (as to matters arising prior to the effectiveness of the
Lender Assignment Agreement) continue to be entitled to the benefits of any
provisions of the Loan Documents which by their terms survive the termination
of this Agreement).  Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does
not comply with the terms of this Section shall be treated for purposes of
the Loan Documents as a sale by such Lender of a participation in such rights
and obligations in accordance with clause (e).


 


(d)  The Administrative Agent shall record each assignment made in
accordance with this Section in the Register pursuant to clause (a) of
Section 2.7.  The Register
shall be available for inspection by any Borrower and any Lender, at any
reasonable time upon reasonable prior notice to the Administrative Agent.


 


(e)  Any Lender may, without the consent of, or notice to, any
Person, sell participations to one or more Persons (other than individuals) (a “Participant”)
in all or a portion of such Lender’s rights or obligations under the Loan
Documents (including all or a portion of its Commitments or the Loans owing to
it); provided that, (i) such Lender’s obligations under the Loan
Documents shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) the Borrowers, the Administrative Agent and the other Lenders
shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under the Loan Documents.  Any agreement or instrument pursuant to which
a Lender sells a participation shall provide that such Lender shall retain the
sole right to enforce the rights and remedies of a Lender under the Loan
Documents and to approve any amendment, modification or waiver of any provision
of the Loan Documents; provided that, such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, take
any action of the type described in clauses (b), (c), (d) or
(f) of Section 10.1 with respect to Obligations
participated in by that Participant. 
Subject to clause (f), each Borrower agrees that each Participant
shall be entitled to the benefits of Sections 4.3, 4.4, 4.5,
4.6, 7.1.1, 10.3 and 10.4 to the same extent as if
it were a Lender and had acquired its interest by assignment pursuant to clause
(c).  To the extent permitted by law,
each Participant also shall be entitled to the benefits of Section 4.9
as though it were a Lender, but only if such Participant agrees to be subject
to Section 4.8 as though it were a Lender.


 


(f)  A Participant shall not be entitled to receive any greater
payment under Section 4.3, 4.4, 4.5, 4.6, 10.3
or 10.4 than the applicable Lender would have been entitled to receive
with respect to the participation sold to such Participant, unless the sale 


 


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of the participation
to such Participant is made with the Borrowers’ prior written consent.  A Participant that would be a Non-U.S. Lender
if it were a Lender shall not be entitled to the benefits of Section 4.6
unless the Borrowers are notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrowers, to comply with
the requirements set forth in Section 4.6 as though it were a
Lender.  Any Lender that sells a
participating interest in any Loan, Commitment or other interest to a
Participant under this Section shall indemnify and hold harmless the
Borrowers and the Administrative Agent from and against any taxes, penalties,
interest or other costs or losses (including reasonable attorneys’ fees and
expenses) incurred or payable by the Borrowers or the Administrative Agent as a
result of the failure of any Borrower or the Administrative Agent to comply
with its obligations to deduct or withhold any Taxes from any payments made
pursuant to this Agreement to such Lender or the Administrative Agent, as the
case may be, which Taxes would not have been incurred or payable if such
Participant had been a Non-U.S. Lender that was entitled to deliver to the
Borrowers, the Administrative Agent or such Lender, and did in fact so deliver,
a duly completed and valid Form W-8BEN or W-8ECI (or applicable successor
form) entitling such Participant to receive payments under this Agreement
without deduction or withholding of any United States federal taxes.


 


(g)  Each Lender that sells a participating interest in any Loan,
Commitment or other interest to a Participant shall, as agent for the Borrowers
solely for the purpose of this Section 10.11, record in book
entries maintained by such Lender the name and amount of the participating
interest of each Participant entitled to receive payments in respect of such
participating interest.


 


(h)  Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank; provided that, no such pledge or
assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.


 


(i)  In the event that S&P or Moody’s, shall, after the date
that any Person becomes a Revolving Loan Lender, downgrade the long-term
certificate of deposit ratings of such Lender, and the resulting ratings shall
be below BBB- or Baa3, respectively, or the equivalent, then each Borrower, the
Swing Line Lender and each Issuer shall each have the right, but not the
obligation, upon notice to such Revolving Loan Lender and the Administrative
Agent, to replace such Revolving Loan Lender with an Eligible Assignee or a
financial institution (a “Replacement Lender”) acceptable to the
Borrowers, the Administrative Agent, the Issuers and the Swing Line Lender
(such consents not to be unreasonably withheld or delayed; provided that,
no such consent shall be required if the Replacement Lender is an existing
Revolving Loan Lender), and upon any such downgrading of any Revolving Loan
Lender’s long-term certificate of deposit rating, such Revolving Loan Lender
hereby agrees to transfer and assign (in accordance with this Section) all of
its Commitments and other rights and obligations under the Loan Documents
(including Reimbursement Obligations) to such Replacement Lender; provided
that, (i) such assignment shall be without recourse, representation or
warranty


 


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(other than that
such Lender owns the Commitments, Loans and Notes being assigned, free and
clear of any Liens) and (ii) the purchase price paid by the Replacement
Lender shall be in the amount of such Revolving Loan Lender’s Loans and its
Percentage of outstanding Reimbursement Obligations, together with all accrued
and unpaid interest and fees in respect thereof, plus all other amounts (other
than the amounts (if any) demanded and unreimbursed under Sections 4.2
through (and including) 4.6, which shall be paid by the Borrowers,
jointly and severally), owing to such Revolving Loan Lender hereunder.  Upon any such termination or assignment, such
Revolving Loan Lender shall cease to be a party hereto but shall continue to be
entitled to the benefits of, and subject to the obligations of, any provisions
of the Loan Documents which by their terms survive the termination of this
Agreement.


 


SECTION 10.12. 
Other Transactions. 
Nothing contained herein shall preclude the Administrative Agent, any
Issuer or any other Lender from engaging in any transaction, in addition to
those contemplated by the Loan Documents, with the Borrowers or any of their
Affiliates in which the Borrowers or such Affiliate are not restricted hereby
from engaging with any other Person.


 


SECTION 10.13. 
Forum Selection and Consent to Jurisdiction.  ANY LITIGATION BASED HEREON, OR ARISING OUT
OF, UNDER, OR IN CONNECTION WITH, ANY LOAN DOCUMENT, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE
AGENT, THE LENDERS, ANY ISSUER OR ANY BORROWER IN CONNECTION HEREWITH OR
THEREWITH MAY BE BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF NEW
YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK; PROVIDED THAT, ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL
OR OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT’S OPTION, IN
THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE
FOUND.  EACH PARTY HERETO IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY
PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR
NOTICES SPECIFIED IN SECTION 10.2. 
EACH PARTY HERETO HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR
HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT
IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM. 
TO THE EXTENT THAT ANY BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY
IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER
THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF
EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH BORROWER
HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY
IN RESPECT OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS.


 


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SECTION 10.14. 
Waiver of Jury Trial.  THE
ADMINISTRATIVE AGENT, EACH LENDER, EACH ISSUER AND EACH BORROWER HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED
BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, EACH
LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, SUCH LENDER, SUCH
ISSUER OR SUCH BORROWER IN CONNECTION THEREWITH.  EACH BORROWER ACKNOWLEDGES AND AGREES THAT IT
HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH
OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT, EACH
LENDER AND EACH ISSUER ENTERING INTO THE LOAN DOCUMENTS.  EACH PARTY HERETO CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER.


 


SECTION 10.15. 
National Security Laws. 
Each Lender hereby notifies the Borrowers that pursuant to the
requirements of the Patriot Act, it is required to obtain, verify and record
information that identifies the Borrowers, which information includes the name,
address and tax identification number of each Borrower and other information
that will allow such Lender to identify each Borrower in accordance with the
Patriot Act.


 


SECTION 10.16. 
Nonliability. 
Notwithstanding anything to the contrary contained herein, neither any
past, present or future director, officer, manager, employee or incorporator of
any Borrower or any Subsidiary, nor any past, present or future member, partner
or stockholder of the Sponsor or Holdings and their respective direct and
indirect owners shall have any liability, in each case in its individual
capacity, for any Obligations or claims based on, in respect of, or by reason
of, the transactions contemplated by this Agreement and the other Loan
Documents.


 


102

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed by their respective officers thereunto
duly authorized as of the day and year first above written.


 


	
   

  	
  SABRE
  COMMUNICATIONS HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David J. Peters

  
	
   

  	
   

  	
  Name:
  David J. Peters

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  Address:
  PO Box 658, Sioux City, IA 51102-0658

  
	
   

  	
   

  
	
   

  	
  Facsimile
  No.: 712-279-0817

  
	
   

  	
   

  
	
   

  	
  Attention:
  David J. Peters

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SABRE
  COMMUNICATIONS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David J. Peters

  
	
   

  	
   

  	
  Name:
  David J. Peters

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:
  PO Box 658, Sioux City, IA 51102-0658

  
	
   

  	
   

  
	
   

  	
  Facsimile
  No.: 712-279-0817

  
	
   

  	
   

  
	
   

  	
  Attention:
  David J. Peters

  



 

















 


	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  1301
  Avenue of the Americas

  
	
   

  	
   

  	
  New
  York, NY 10019

  
	
   

  	
  Facsimile
  No.: 212 895 6996

  
	
   

  	
   

  
	
   

  	
  Attention:
  Agency Services & Compliance Group

  
				



 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  DRESDNER
  BANK AG, NEW YORK AND

  GRAND
  CAYMAN BRANCHES

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Craig Meisner

  
	
   

  	
   

  	
  Name:
  Craig Meisner

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SABRE
  COMMUNICATIONS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ran Sagee

  
	
   

  	
   

  	
  Name:
  Ran Sagee

  
	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  1301
  Avenue of the Americas

  
	
   

  	
   

  	
  New
  York, NY 10019

  
	
   

  	
  Facsimile
  No.: 212 895 6996

  
	
   

  	
   

  
	
   

  	
  Attention:
  Agency Services & Compliance Group

  
				



 














 


SABRE COMMUNICATIONS HOLDINGS, INC.

AND

SABRE COMMUNICATIONS CORPORATION


 


SCHEDULES TO CREDIT AGREEMENT


 


These
Schedules are delivered in connection with the Credit Agreement among Sabre
Communications Holdings, Inc. and Sabre Communications Corporation and
immediately following the consummation of the Acquisition, Sabre Industries, Inc.,
CellXion Wireless Services, LLC and the various financial institutions and
other Persons from time to time parties hereto and Dresdner Bank AG, New York
and Grand Cayman Branches dated as of June   , 2007 (the “Agreement”). Capitalized
terms used and not defined herein shall have the respective meanings assigned
to them in the Agreement.


 


No
representation or warranty of any Borrower contained in the Agreement shall be
deemed untrue or incorrect as a consequence of the existence of any fact,
circumstance or event which is disclosed in these Schedules. Any fact,
circumstance or event contained in any section of these Schedules shall be
deemed to be disclosed and incorporated by reference in each of the other
sections of the Schedules as though fully set forth in such other sections to
which the relevance of such information and disclosure is reasonably apparent
(whether or not specific cross references are made). The inclusion of any
matter or item in any of these Schedules shall not be deemed to constitute an
admission or evidence of the materiality of such item, nor shall it establish a
standard of materiality for any purpose whatsoever.


 


The
captions of the various sections of these Schedules have been inserted only for
convenience of reference and shall not be deemed to modify, explain, enlarge or
restrict any of the information or disclosures set forth herein.


 

















 


Item 6.7


 


None


 

















 


Item 6.8


 


Sabre
Industries, Inc. – A Delaware Corporation - Expected to own 100% of the
outstanding common stock of Sabre Communications Holdings, Inc.


 


Sabre
Communications Holdings, Inc. – A Delaware Corporation – Owns 100% of the
outstanding common stock of Sabre Communications Corporation


 


Sabre
Communications Corporation – An Iowa Corporation – Owns 99.9% of the
partnership interest of Sabre International DE Mexico S DE RL DE CV


 


Sabre
International DE Mexico S DE RL DE CV – A Mexican Partnership


 

















 


Item 6.11


 


None


 

















 


Item 6.12


 


(a) — None


(b) — None


(c) — None


(d) — None


(e) — None


(f) — None


(g) — None


(h) — None


(i) —
None


 

















 


Item 7.2.2(b)


 


All
amounts listed are as of the Closing Date and are scheduled to be repaid as
part of the Credit Agreement


 


	
  CREDITOR

  	
   

  	
  OUTSTANDING PRINCIPAL AMOUNT

  	
   

  
	
  D.B. Zwirn Special Opportunities Fund, L.P. –
  Revolving Line of Credit

  	
   

  	
  $

  	
  10,423,346.23

  	
   

  
	
  D.B Zwirn Special Opportunities Fund, L.P. –
  Senior Secured Term A Loan

  	
   

  	
  $

  	
  17,000,000.00

  	
   

  
	
  D.B. Zwirn Special Opportunities Fund, L.P. –
  Subordinated Term B Loan

  	
   

  	
  $

  	
  13,000,000.00

  	
   

  



 

















 


Item 7.2.2(c)


 


All
amounts listed are as of the date of this document


 


	
  CREDITOR

  	
   

  	
  OUTSTANDING PRINCIPAL AMOUNT

  	
   

  
	
  D. Bailey Aalfs – Non-Negotiable Subordinated
  Promissory Note

  	
   

  	
  $

  	
  3,000,000.00

  	
   

  
	
  Kimberly K. Aalfs Stock Voting Trust – Non-Negotiable
  Subordinated Promissory Note

  	
   

  	
  $

  	
  666,666.67

  	
   

  
	
  Scott B. Aalfs Stock Voting Trust – Non-Negotiable
  Subordinated Promissory Note

  	
   

  	
  $

  	
  666,666.67

  	
   

  
	
  Jeffrey D. Aalfs Stock Voting Trust – Non-Negotiable
  Subordinated Promissory Note

  	
   

  	
  $

  	
  666,666.67

  	
   

  
	
  CG Commercial Funding – Capital Lease Agreement

  	
   

  	
  $

  	
  2,340,336.82

  	
   

  
	
  National Bank of Egypt – Outstanding Letter of
  Credit

  	
   

  	
  $16,190.00
  (NOTE: This Letter of Credit is secured by a restricted cash account at
  Security National Bank holding proceeds equal to the aggregate amount of the
  Letter of Credit.)

  	
   

  



 


NOTE: Excludes all normal business course indebtedness and operating
leases.


 

















 


Item 7.2.3(c)


 


All
liens listed are as of the date of this document


 


CG
Commercial Funding – UCC-1 #X070841, 8/22/2006


CG
Commercial Funding – UCC-1 #X081273, 12/20/2006


 


NOTE:
Excludes all normal business course liens and liens relating to operating
leases.


 

















 


Item 7.2.5(a)


 


Sabre
Industries, Inc. – 100% expected ownership of Sabre Communications
Holdings, Inc.


 


Sabre
Communications Holdings, Inc. – 100% ownership Sabre Communications
Corporation.


 


Sabre
Communications Corporation owns 99.9% of Sabre International DE Mexico S DE RL
DE CV.


 














 


SCHEDULE II


 


PERCENTAGES;


LIBOR OFFICE;


DOMESTIC OFFICE


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  PERCENTAGES

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  REVOLVING

  	
   

  	
  CLOSING DATE

  	
   

  	
  DELAYED DRAW

  	
   

  
	
  NAME AND NOTICE

  	
   

  	
  LIBOR

  	
   

  	
  DOMESTIC

  	
   

  	
  LOAN

  	
   

  	
  TERM B LOAN

  	
   

  	
  TERM B LOAN

  	
   

  
	
  ADDRESS OF LENDER

  	
   

  	
  OFFICE

  	
   

  	
  OFFICE

  	
   

  	
  COMMITMENT

  	
   

  	
  COMMITMENT

  	
   

  	
  COMMITMENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  For Reporting Requirements

   

  Dresdner
  Bank AG, New York and Grand Cayman Branches

  Anthony
  Caraballo

  1301
  Avenue of the Americas

  New
  York NY 10019-6163

  Telephone:
  212 895 6710

  Fax:
  212 895 6996

  	
   

  	
  Dresdner
  Bank AG, New York and Grand Cayman Branches

  1301
  Avenue of the Americas

  New
  York NY 10019-6163

  Telephone:
  212 895 6710

  Fax:
  212 895 6996

  	
   

  	
  Dresdner
  Bank AG, New York and Grand Cayman Branches

  1301
  Avenue of the Americas

  New
  York NY 10019-6163

  Telephone:
  212 895 6710

  Fax:
  212 895 6996

  	
   

  	
  $

  	
  25,000,000

  (100

  	
  

  )%

  	
  $

  	
  80,000,000

  (100

  	
  

  )%

  	
  $

  	
  70,000,000

  (100

  	
  

  )%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Secondary
  contact:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Anthony
  Johnson

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone:
  212 895 6440

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax:
  212 895 6996

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Additional
  contact:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ryan
  Flohre

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone
  212 895 1966

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax:
  212 429 4861

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  For Borrowing Requests, Notices and Payments

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dresdner
  Bank AG, New York and Grand Cayman 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
															



 

















 


	
  Branches

  Jerome
  Ramelli

  1301
  Avenue of the Americas

  New
  York NY 10019-6163

  Telephone:
  212 895 7223

  Fax:
  212 895 7229

   

  Secondary
  contact:

  Michael
  Morgens

  Telephone:
  212 895 7223

  Fax:
  212 895 7229

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Additional
  contact:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ryan
  Flohre

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone
  212 895 1966

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax:
  212 429 4861

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  For General Administrative and Credit Related Issues

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dresdner
  Bank AG, New York and Grand Cayman Branches

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Craig
  Meisner

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1301
  Avenue of the Americas

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New
  York NY 10019-6163

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone:
  212 895 1965

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax:
  212 429 4861

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Secondary
  contact:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ryan
  Flohre

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone
  212 895 1966

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax:
  212 429 4861

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Additional
  contact

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jerome
  Ramelli

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone:
  212 895 7223

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax: 212 895 7229

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


EXHIBIT A-l


 


FORM OF REVOLVING NOTE


 


	
  $           

  	
                          ,
  2007               

  



 


FOR VALUE RECEIVED, SABRE COMMUNICATIONS HOLDINGS,
INC., a Delaware corporation, SABRE COMMUNICATIONS CORPORATION, an Iowa
corporation, and, immediately following 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, the “Borrowers”) hereby, jointly and severally, without
setoff or counterclaim promise to pay to the order of [NAME OF LENDER] (the “Lender”)
on the Stated Maturity Date the principal sum of
                             
($
                       )
or, if less, the aggregate unpaid principal amount of all Revolving Loans shown
on the schedule attached hereto (and any continuation thereof) made (or
continued) by the Lender pursuant to that certain Credit Agreement, dated as of
June 26, 2007 (as amended, supplemented, amended and restated or otherwise
modified from time to time, the “Credit Agreement”), among the
Borrowers, the various financial institutions and other Persons from time to
time parties thereto (including the Lender), DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES, as Administrative Agent for the Lenders, and Dresdner
Kleinwort Securities LLC, as the Lead Arranger. Terms used in this Revolving
Note, unless otherwise defined herein, have the meanings provided in the Credit
Agreement.


 


The Borrowers also hereby,
jointly and severally, promise to pay interest on the unpaid principal amount
hereof from time to time outstanding from the date hereof until maturity
(whether by acceleration or otherwise) and, after maturity, until paid, at the
rates per annum and on the dates specified in the Credit Agreement.


 


Payments of both principal
and interest are to be made in Dollars in same day or immediately available
funds to the account designated by the Administrative Agent pursuant to the
Credit Agreement.


 


This Revolving Note is one
of the Revolving Notes referred to in, and evidences Indebtedness incurred
under, the Credit Agreement, to which reference is made for a description of
the security for this Revolving Note and for a statement of the terms and
conditions on which the Borrowers are permitted and required to make
prepayments and repayments of principal of the Indebtedness evidenced by this
Revolving Note and on which such Indebtedness may be declared to be immediately
due and payable.


 


All parties hereto, whether
as makers, endorsers or otherwise, severally waive presentment for payment,
demand, protest and notice of dishonor.


 

















 


THIS NOTE
HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND 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).


 


 


	
   

  	
  SABRE COMMUNICATIONS HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SABRE COMMUNICATIONS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SABRE INDUSTRIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CELLXION, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CELLXION WIRELESS SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


LOANS AND PRINCIPAL PAYMENTS


 


	
   

  	
   

  	
  Amount of

  Loan Made

  	
   

  	
   

  	
   

  	
  Amount of Principal

  Repaid

  	
   

  	
  Unpaid Principal

  Balance

  	
   

  	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
  Alternate

  Base Rate

  	
   

  	
  LIBO

  Rate

  	
   

  	
  Interest

  Period

  	
   

  	
  Alternate

  Base Rate

  	
   

  	
  LIBO

  Rate

  	
   

  	
  Alternate

  Base Rate

  	
   

  	
  LIBO

  Rate

  	
   

  	
  Total

  	
   

  	
  Notation

  Made By

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






 










 


EXHIBIT A-2


 


FORM OF TERM
NOTE


 


	
  $                 

  	
   

  	
                         ,
  2007                    

  



 


FOR VALUE
RECEIVED, SABRE COMMUNICATIONS HOLDINGS, INC., a Delaware corporation, SABRE
COMMUNICATIONS CORPORATION, an Iowa corporation, and, immediately following 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, the “Borrowers”), jointly and
severally, without setoff or counterclaim promise to pay to the order of [NAME
OF LENDER] (the “Lender”) on the Stated Maturity Date the principal sum
of
              DOLLARS
($                      )
or, if less, the aggregate unpaid principal amount of all Term Loans shown on
the schedule attached hereto (and any continuation thereof) made (or continued)
by the Lender pursuant to that certain Credit Agreement, dated as of June 26,
2007 (as amended, supplemented, amended and restated or otherwise modified from
time to time, the “Credit Agreement”), among the Borrowers, the various
financial institutions and other Persons from time to time parties thereto
(including the Lender), DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
as Administrative Agent for the Lenders, and Dresdner Kleinwort Securities LLC,
as the Lead Arranger. Terms used in this Term Note, unless otherwise defined
herein, have the meanings provided in the Credit Agreement.


 


The Borrowers also
hereby, jointly and severally, promise to pay interest on the unpaid principal
amount hereof from time to time outstanding from the date hereof until maturity
(whether by acceleration or otherwise) and, after maturity, until paid, at the
rates per annum and on the dates specified in, and in accordance with, the
terms of the Credit Agreement.


 


Payments of both
principal and interest are to be made in Dollars in same day or immediately
available funds to the account designated by the Administrative Agent pursuant
to the Credit Agreement.


 


This Term Note is one of
the Term Notes referred to in, and evidences Indebtedness incurred under, the
Credit Agreement, to which reference is made for a description of the security
for this Term Note and for a statement of the terms and conditions on which the
Borrowers are permitted and required to make prepayments and repayments of
principal of the Indebtedness evidenced by this Term Note and on which such
Indebtedness may be declared to be immediately due and payable.


 


All parties hereto,
whether as makers, endorsers, or otherwise, severally waive presentment for
payment, demand, protest and notice of dishonor.


 

















 


THIS NOTE
HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND 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).


 


	
   

  	
  SABRE COMMUNICATIONS HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SABRE COMMUNICATIONS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SABRE INDUSTRIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CELLXION, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CELLXION WIRELESS SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


TERMS LOANS AND PRINCIPAL PAYMENTS


 


	
   

  	
   

  	
  Amount of Term

  Loan Made

  	
   

  	
   

  	
   

  	
  Amount of Principal

  Repaid

  	
   

  	
  Unpaid Principal

  Balance

  	
   

  	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
  Alternate

  Base Rate

  	
   

  	
  LIBO

  Rate

  	
   

  	
  Interest

  Period

  	
   

  	
  Alternate

  Base Rate

  	
   

  	
  LIBO

  Rate

  	
   

  	
  Alternate

  Base Rate

  	
   

  	
  LIBO

  Rate

  	
   

  	
  Total

  	
   

  	
  Notation

  Made By

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


EXHIBIT A-3


 


FORM OF SWING
LINE NOTE


 


	
  $                 

  	
   

  	
                         ,
  2007            

  



 


FOR VALUE
RECEIVED, the undersigned SABRE COMMUNICATIONS HOLDINGS, INC., a Delaware
corporation, SABRE COMMUNICATIONS CORPORATION, an Iowa corporation, and,
immediately following 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, the
“Borrowers”), jointly and severally, without setoff or counterclaim promise to
pay to the order of [NAME OF SWING LINE LENDER] (the “Lender”) on the
Stated Maturity Date for Swing Line Loans the principal sum of                    DOLLARS
($                   )
or, if less, the aggregate unpaid principal amount of all Swing Line Loans made
by the Lender pursuant to the Credit Agreement, dated as of the date hereof (as
amended, supplemented, amended and restated, or otherwise modified from time to
time, the “Credit Agreement”), among the Borrowers, the various
financial institutions and other persons from time to time parties thereto
including the Lender, DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as
Administrative Agent for the Lenders, and Dresdner Kleinwort Securities LLC, as
the Lead Arranger. Unless otherwise defined, terms used in this Swing Line Note
have the meanings provided in the Credit Agreement.


 


The Borrowers also
hereby, jointly and severally, promise to pay interest on the unpaid principal
amount hereof from time to time outstanding from the date hereof until maturity
(whether by acceleration or otherwise) and, after maturity, until paid, at the
rates per annum and on the dates specified in the Credit Agreement.


 


Payments of both
principal and interest are to be made in Dollars in same day or immediately
available funds to the account designated by the Swing Line Lender pursuant to
the Credit Agreement.


 


This Swing Line Note is
one of the Swing Line Notes referred to in, and evidences Indebtedness incurred
under, the Credit Agreement, to which reference is made for a description of
the security for this Swing Line Note and for a statement of the terms and
conditions on which the Borrowers are permitted and required to make
prepayments and repayments of principal of the Indebtedness evidenced by this
Swing Line Note and on which such Indebtedness may be declared to be
immediately due and payable.


 


All parties hereto,
whether as makers, endorsers, or otherwise, severally waive presentment for
payment, demand, protest and notice of dishonor.


 

















 


THIS NOTE
HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.


 


 


	
   

  	
  SABRE COMMUNICATIONS HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SABRE COMMUNICATIONS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SABRE INDUSTRIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CELLXION, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CELLXION WIRELESS SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


SWING LINE LOANS AND PRINCIPAL PAYMENTS


 


	
  Date

  	
   

  	
  Amount
  of Swing Line Loan

  	
   

  	
  Amount
  of Principal Payment

  	
   

  	
  Outstanding Principal

  Balance

  	
   

  	
  Notation
  Made By

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 














 


EXHIBIT B-1


 


FORM OF
BORROWING REQUEST


 


DRESDNER BANK AG, NEW
YORK AND GRAND CAYMAN BRANCHES


as Administrative Agent


1301 Avenue of the
Americas


New York, NY 10019


 


Attention:                                   


 


Ladies and Gentlemen:


 


This Borrowing Request is
delivered to you pursuant to Section 2.3 of the Credit Agreement, dated as
of June 26, 2007 (as amended, supplemented, amended and restated or
otherwise modified from time to time, the “Credit Agreement”), 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 (each, individually, a “Borrower”
and, collectively, the “Borrowers”), the various financial institutions
and other Persons from time to time parties hereto (the “Lenders”),
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as Administrative Agent
for the Lenders, and Dresdner Kleinwort Securities LLC, as Lead Arranger. Terms
used herein, unless otherwise defined herein, have the meanings provided in the
Credit Agreement.


 


The undersigned
Borrower hereby requests that a [Revolving Loan] [Term
                                 
Loan] [Swing Line Loan] be made in the aggregate principal amount of
$                                 
on                           ,          
as a [Base Rate Loan] [LIBO Rate Loan having an Interest Period of
                          
months].


 


The undersigned Borrower
hereby acknowledges that, pursuant to Section 5.3.2 of the Credit
Agreement, each of the delivery of this Borrowing Request and the acceptance by
the undersigned Borrower of the proceeds of the Loans requested hereby
constitutes a representation and warranty by the undersigned Borrower that, on
the date of the making of such Loans, and both before and after giving effect
thereto and to the application of the proceeds therefrom, all statements set
forth in Section 5.3.1 of the Credit Agreement are true and correct in all
material respects (unless stated to relate solely to an earlier date, in which
case such representations and warranties shall be true and correct in all
material respects as of such earlier date).


 


The undersigned Borrower
agrees that if prior to the time of the Borrowing requested hereby any matter
certified to herein by it will not be true and correct in all material respects
at such time as if then made, it will immediately so notify the Administrative
Agent. Except to the


 

















 


extent, if any, that
prior to the time of the Borrowing requested hereby the Administrative Agent
shall receive written notice to the contrary from the undersigned Borrower,
each matter certified to herein shall be deemed once again to be certified as
true and correct in all material respects at the date of such Borrowing as if
then made.


 


Please wire transfer the
proceeds of the Borrowing to the accounts of the following persons at the
financial institutions indicated respectively:


 




	
  Amount to

  	
   

  	
  Persons to be Paid

  	
   

  	
  Name, Address, etc.

  
	
  be Transferred

  	
   

  	
  Name

  	
   

  	
  Account No.

  	
   

  	
  of Person to be Paid

  
	
  $

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Attention:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  $

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Attention:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  $

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Attention:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Balance of such proceeds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Attention:

  






 

















 


IN WITNESS
WHEREOF, the undersigned Borrower has caused this Borrowing Request to be
executed and delivered, and the certifications and warranties contained herein
to be made, by its duly Authorized Officer this
         day of
                ,
            .


 


 


	
   

  	
  [SABRE COMMUNICATIONS HOLDINGS,
  INC.]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [SABRE COMMUNICATIONS
  CORPORATION]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [SABRE INDUSTRIES,
  INC.]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [CELLXION, LLC]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [CELLXION WIRELESS
  SERVICES, LLC]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


EXHIBIT B-2


 


FORM OF ISSUANCE REQUEST


 


DRESDNER
BANK AG,


NEW
YORK AND GRAND CAYMAN BRANCHES 


as
Administrative Agent


1301
Avenue of the Americas


New
York, NY 10019-6163


 


Attention:
Anthony Caraballo


 


Ladies
and Gentlemen:


 


This
Issuance Request is delivered to you pursuant to Section 2.6 of that
certain Credit Agreement, dated as of June 26, 2007 (as amended,
supplemented, amended and restated or otherwise modified from time to time, the
“Credit Agreement”), 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 (each, individually, a “Borrower” and collectively,
the “Borrowers”), the various financial institutions and other Persons
from time to time parties hereto (the “Lenders”), DRESDNER BANK AG, NEW
YORK AND GRAND CAYMAN BRANCHES, as Administrative Agent for the Lenders, and
Dresdner Kleinwort Securities LLC, as Lead Arranger.  Terms used herein, unless otherwise defined
herein, have the meanings provided in the Credit Agreement.


 


The
undersigned Borrower hereby requests that on
                                    ,
         (the “Date of Issuance”)
[Name of Issuer] (the “Issuer”) [issue a Letter of Credit in the initial
Stated Amount of
$                      
with a Stated Expiry Date (as defined therein) of                             ,
           ] [extend the
Stated Expiry Date (as defined under Letter of Credit No.       ,
issued on
                       ,           ,
in the initial Stated Amount of
$                          
) to a revised Stated Expiry Date (as defined therein) of
                        ,        ].


 


The beneficiary of the requested Letter of Credit will be
                                    ,
and such Letter of Credit will be in support of
                                                    .


 


The
undersigned Borrower hereby acknowledges that, pursuant to Section 5.3.2
of the Credit Agreement, each of the delivery of this Issuance Request and the
acceptance by the undersigned Borrower of the [issuance] [extension] of the
Letter of Credit requested hereby constitutes a representation and warranty by
the undersigned Borrower that, on the date of such [issuance] [extension], and
both before and after giving effect thereto and to the application of the
proceeds or benefits of the Letter of Credit [issued] [extended] in accordance
herewith, all


 

















 


statements
set forth in Section 5.3.1 of the Credit Agreement are true and correct in
all material respects (unless stated to relate solely to an earlier date, in
which case such representations and warranties shall be true and correct in all
material respects as of such earlier date).


 


The
undersigned Borrower hereby agrees that if prior to the time of the [issuance]
[extension] of the Letter of Credit requested hereby any matter certified to
herein by it will not be true and correct in all material respects at such time
as if then made, it will immediately so notify the Administrative Agent. Except
to the extent, if any, that prior to the time of the [issuance] [extension] of
the Letter of Credit requested hereby the Administrative Agent shall receive
written notice to the contrary from the undersigned Borrower, each matter
certified to herein shall be deemed once again to be certified as true and
correct in all material respects at the date of such [issuance] [extension] as
if then made.


 

















 


IN
WITNESS WHEREOF, the undersigned Borrower hereby has caused this Issuance
Request to be executed and delivered, and the certifications and warranties
contained herein to be made, by its duly Authorized Officer this
                  
day of
                            ,
            .


 


	
   

  	
  SABRE
  COMMUNICATIONS HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SABRE
  COMMUNICATIONS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SABRE
  INDUSTRIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CELLXION,
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CELLXION
  WIRELESS SERVICES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 














 


EXHIBIT C


 


FORM OF CONTINUATION/CONVERSION NOTICE


 


DRESDNER
BANK AG,


NEW
YORK AND GRAND CAYMAN BRANCHES


as
Administrative Agent


1301
Avenue of the Americas

New York, NY 10019-6163

Attention: Anthony Caraballo


 


Ladies
and Gentlemen:


 


This
Continuation/Conversion Notice is delivered to you pursuant to Section 2.4
of the Credit Agreement, dated as of June 26, 2007 (as amended,
supplemented, amended and restated or otherwise modified from time to time, the
“Credit Agreement”), 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 (each, individually, a Borrower and, collectively, the “Borrowers”),
the various financial institutions and other Persons from time to time parties
hereto (the “Lenders”), DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
BRANCHES, as Administrative Agent for the Lenders, and Dresdner Kleinwort
Securities LLC, as Lead Arranger. Terms used herein, unless otherwise defined
herein, have the meanings provided in the Credit Agreement.


 


The
undersigned Borrower hereby requests that on
                                            ,
            ,


 


(1)           $                                  
of the presently outstanding principal amount of the [Revolving Loans]
[Term           Loans]
originally made on                               ,
          , presently being
maintained as [Base Rate Loans] [LIBO Rate Loans],


 


(2)           be [converted into]
[continued as],


 


(3)           [LIBO Rate Loans
having an Interest Period of
                
months] [Base Rate Loans].


 


The
undersigned Borrower hereby:


 


(a)           certifies and
warrants that no Default has occurred and is continuing; and


 


(b)           agrees that if prior
to the time of the [continuation] [conversion] requested hereby any matter
certified to herein by it will not be true and correct at such time as if then
made, it will immediately so notify the Administrative Agent.


 

















 


Except
to the extent, if any, that prior to the time of the [continuation]
[conversion] requested hereby the Administrative Agent shall receive written
notice to the contrary from the undersigned Borrower, each matter certified to
herein shall be deemed once again to be certified as true and correct in all
material respects at the date of such [continuation] [conversion] as if then
made.


 

















 


IN WITNESS WHEREOF, the undersigned Borrower has caused this
Continuation/Conversion Notice to be executed and delivered, and the
certifications and warranties contained herein to be made, by their duly
Authorized Officers this               
day of
                                      ,
                      .


 


	
   

  	
  SABRE
  COMMUNICATIONS HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
   

  	
  SABRE
  COMMUNICATIONS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
   

  	
  SABRE
  INDUSTRIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
   

  	
  CELLXION,
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
   

  	
  CELLXION
  WIRELESS SERVICES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


EXHIBIT D


 


FORM OF LENDER ASSIGNMENT AGREEMENT


 


This
Lender Assignment Agreement (this “Assignment”) is dated as of the
Effective Date set forth below and is entered into by and between [Insert
name of Assignor]  (the
“Assignor”) and [Insert name of Assignee]  (the “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to
them in the Credit Agreement identified below, receipt of a copy of which is
hereby acknowledged by the Assignee. The Standard Terms and Conditions set
forth in Annex 1 attached hereto are hereby agreed to be incorporated
herein by reference and made a part of this Assignment.


 


For
an agreed consideration, the Assignor hereby irrevocably sells and assigns to
the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and
Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of the Assignor’s
rights, benefits, obligations, liabilities and indemnities in its capacity as a
Lender (as defined below) under (and in connection with) the Credit Agreement
and any other Loan Documents to the extent related to the amount and percentage
interest identified below of all of such outstanding rights and obligations of
the Assignor under the respective facilities identified below (including
without limitation any letters of credit, guarantees, and swing line loans
included in such facilities) and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any
other right of the Assignor (in its capacity as a Lender) against any Person,
whether known or unknown, arising under or in connection with the Credit
Agreement, the other Loan Documents or in any way based on or related to any of
the foregoing, including, but not limited to, contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity
related to the rights and obligations sold and assigned pursuant to clause (i) above
(the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above
being referred to herein collectively as, the “Assigned Interest”). Such
sale and assignment is without recourse to the Assignor and, except as
expressly provided in this Assignment, without representation or warranty by
the Assignor.


 


This
Assignment shall be effective as of the Effective Date upon the written consent
of the Administrative Agent and, unless an Event of Default shall have occurred
and be continuing, the Borrowers (as defined below) being subscribed in the
space indicated below.


 


	
  1.

  	
  Assignor:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Assignee:

  	
   

  	
   

  
	
   

  	
   

  	
  [and
  is an [existing Lender] [Affiliate of an existing Lender] [Approved Fund]]

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Borrowers:

  	
  Sabre
  Communications Holdings, Inc., a Delaware corporation, Sabre
  Communications Corporation, an Iowa corporation and, immediately following
  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, the “Borrowers”)

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Administrative
  Agent:

  	
  Dresdner
  Bank AG, New York And Grand Cayman Branches, as the administrative agent
  under the Credit Agreement (in such capacity, the “Administrative Agent”)

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Credit
  Agreement:

  	
  The
  Credit Agreement, dated as of June 26, 2007 (as amended, supplemented,
  amended and restated or otherwise modified from time to time, the “Credit
  Agreement”) among the Borrowers, the various financial institutions and
  other Persons from time to time parties thereto (the “Lenders”), the
  Administrative Agent and Dresdner Kleinwort Securities LLC, as Lead Arranger.

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Assigned
  Interest:

  	
   

  



 


REVOLVING
LOAN:


 


	
  Aggregate Amount of Commitment

  for all Revolving Loan Lenders

  	
   

  	
  Amount of Commitment Assigned

  	
   

  	
  Percentage Assigned of

  Commitment(1)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  $

  	
   

  	
  $

  	
   

  	
   

  	
  %

  



 


TERM
LOAN:


 


	
  Aggregate Amount of Loans

  for all Term Loan Lenders

  	
   

  	
  Amount of Term Loans Assigned

  	
   

  	
  Percentage Assigned of

  Term Loans(2)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  $

  	
   

  	
  $

  	
   

  	
   

  	
  %

  



 


Effective Date:
                                        ,
20             
(the “Effective Date”) [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND
WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]


 






(1) Set forth, to at
least 9 decimals, as a percentage of the Commitment of all Revolving Loan
Lenders thereunder.


(2) Set forth, to at
least 9 decimals, as a percentage of the Loans of all Term Loan Lenders
thereunder.


 

















 


The
terms set forth in this Assignment are hereby agreed to as of the Effective
Date:


 


	
   

  	
  ASSIGNOR

  
	
   

  	
  [NAME
  OF ASSIGNOR]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


	
   

  	
  ASSIGNEE

  
	
   

  	
  [NAME
  OF ASSIGNEE]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


Consented to and Accepted


this     day
of          ,    :


 


 


DRESDNER
BANK AG, NEW YORK AND GRAND CAYMAN BRANCHESas


Administrative
Agent [and as Issuer]


 


 


	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [[ISSUER,],

  	
   

  	
   

  
	
  as Issuer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  ](3)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [[BORROWERS,]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  ](4)

  	
   

  



 






(3) If
required


(4) If
required


 














 


ANNEX 1


 


STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT


 


1.     Representations and
Warranties.


 


1.1         Assignor. The
Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is
free and clear of any lien, encumbrance or other adverse claim and (iii) it
has full power and authority, and has taken all action necessary, to execute
and deliver this Assignment and to consummate the transactions contemplated
hereby; and (b) except as provided in clause (a) above, assumes no
responsibility with respect to (i) any statements, warranties or
representations made in or in connection with the Credit Agreement or any other
Loan Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Documents or any collateral
thereunder, (iii) the financial condition of the Borrowers or any of their
respective Subsidiaries or Affiliates or any other Person obligated in respect
of any Loan Document or (iv) the performance or observance by the
Borrowers, any of their respective Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Loan Document.


 


1.2         Assignee. The
Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and to consummate the transactions contemplated hereby and to become
a Lender under the Credit Agreement, (ii) it meets all requirements of an
Eligible Assignee under the Credit Agreement (subject to receipt of such
consents as may be required under the Credit Agreement), (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of the Assigned Interest,
shall have the obligations of a Lender thereunder, (iv) it has received a
copy of the Credit Agreement, together with copies of the most recent financial
statements delivered pursuant to the Credit Agreement, as applicable, and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and to purchase the
Assigned Interest on the basis of which it has made such analysis and decision
independently and without reliance on the Administrative Agent or any other
Lender, and (v) if it is a Non-U.S. Lender, attached to this Assignment is
any documentation required to be delivered by it pursuant to the terms of the
Credit Agreement, duly completed and executed by the Assignee; and (b) agrees
that (i) it will, independently and without reliance on the Administrative
Agent, the Assignor or any other Lender, and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Loan Documents, and (ii) it
will perform in accordance with their terms all of the obligations which by the
terms of the Loan Documents are required to be performed by it as a Lender.


 


1.3         Assignor and
Assignee. The Assignor and the Assignee represent and warrant that, to the
extent applicable, the Administrative Agent has been paid the processing fee
referred to in clause (a) of Section 10.10 of the Credit Agreement.


 

















 


2.     Payments. From and
after the Effective Date, the Administrative Agent shall make all payments in
respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignor for amounts which have accrued to but
excluding the Effective Date and to the Assignee for amounts which have accrued
from and after the Effective Date.


 


3.     Consent.
Notwithstanding any other provisions hereof, to the extent the approvals or
consents of or notice to the Borrowers, the Administrative Agent and/or any Issuer
are required for the Assignee to be an “Eligible Assignee” or under Section 10.10
of the Credit Agreement, the assignment and delegation contemplated in this
Assignment shall not be effective unless such approvals, consents or notices
shall have been obtained and in any event no such assignment and delegation
shall be effective unless and until such assignment has been recorded in the
Register by the Administrative Agent.


 


4.     General Provisions.
This Assignment shall be binding upon, and inure to the benefit of, the parties
hereto and their respective successors and assigns. This Assignment may be
executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of
this Assignment by telecopy shall be effective as delivery of a manually
executed counterpart of this Assignment. This Assignment shall be deemed to be
a contract made under, governed by, and construed in accordance with, the laws
of the State of New York (including for such purposes Sections 5-1401 and
5-1402 of the General Obligations Law of the State of New York) without regard
to conflicts of laws principles.


 

















 


EXHIBIT E


 


COMPLIANCE CERTIFICATE


 


(Credit Agreement)


 


[SABRE COMMUNICATIONS HOLDINGS, INC.]


 


[           ,
200  ]


 


This
Compliance Certificate (this “Certificate”) is delivered by the
undersigned Borrower pursuant to clause (c) of Section 7.1.1 of that
certain Credit Agreement (the “Credit Agreement”), dated as of June 26,
2007, among SABRE COMMUNICATIONS HOLDINGS, INC., a Delaware corporation (“Sabre”),
SABRE COMMUNICATIONS CORPORATION, an Iowa corporation (“SCC”) and,
immediately following the consummation of the Acquisition, SABRE INDUSTRIES,
INC., a Delaware corporation (“Holdings”), CELLXION, LLC, a Delaware
limited liability company (the “Target”), and CELLXION WIRELESS
SERVICES, LLC, a Delaware limited liability company (“CellXion Wireless”;
Target, CellXion Wireless, Sabre, SCC and Holdings shall be referred to
individually as a “Borrower” and, collectively, as the “Borrowers”),
the various financial institutions and other Persons from time to time parties
thereto (the “Lenders”), DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
BRANCHES (“Dresdner”), as administrative agent (in such capacity, the “Administrative
Agent”) for the Lenders and DRESDNER KLEINWORT SECURITIES LLC, as the sole
lead arranger and sole bookrunner (in such capacity, the “Lead Arranger”).
Unless otherwise defined herein or the context otherwise requires, terms used
herein have the meanings provided in the Credit Agreement.


 


This Certificate relates to the
[              ]
[Fiscal Quarter] [Fiscal Year], commencing on[          
   , 20    ] and ending on
[                      ,
20   ] (such latter date being the Computation Date”).


 


Each of the undersigned is duly authorized to
execute and deliver this Certificate on behalf of the undersigned Borrower, as
applicable. By executing this Certificate each of the undersigned hereby
certifies to the Administrative Agent and Lenders that as of the Computation
Date:


 


(a)          Attached hereto as Annex
I


 


[are the unaudited consolidated balance sheet of the undersigned
Borrower and its Subsidiaries as at the Fiscal Quarter ended
[                 ]
and the consolidated statements of income and cash flow of the undersigned
Borrower and its 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


 


1

















 


Fiscal Quarter in, and year to date portion of, the immediately
preceding Fiscal Year, certified as complete and correct by the chief financial
or accounting Authorized Officer of the undersigned Borrower (subject to normal
year-end adjustments).](1)


 


[are (i) a copy of the consolidated balance sheet of the
undersigned Borrower and its Subsidiaries and the related consolidated
statement of income and cash flow of the undersigned Borrower and its
Subsidiaries for the [        ]
Fiscal Year, setting forth in comparative form the figures for the immediately
preceding Fiscal Year, audited (without any Impermissible Qualification) by
[                             ],
an independent public accountant acceptable to the Administrative Agent, and
stating that, in performing the examination necessary to deliver the audited
financial statements of the undersigned Borrower and its Subsidiaries, no
knowledge was obtained of any Event of Default and (ii) a management
discussion and analysis of the figures in the audited financial statements
referenced in Section 7.1.1(b) of the Credit Agreement in comparison
with the figures for the immediately preceding Fiscal Year.](2)


 


(b)         The financial
statements delivered with this Certificate in accordance with clauses (a) or
(b)(i) of Section 7.1.1 of the Credit Agreement fairly present in all
material respects the financial condition of the undersigned Borrower and its
Subsidiaries (subject to the absence of footnotes and to normal year-end
adjustments in the case of unaudited financial statements).


 


(c)          Any other information
presented in connection with this Certificate (including the Annexes and
Attachments hereto) is correct and complete in all material respects.


 


(d)         In performing the
examination necessary to deliver the financial statements of the undersigned
Borrower and its Subsidiaries, the Leverage Ratio on the Computation Date was [    
:1], as computed on and Attachment 2 hereto (with EBITDA, as computed on
Attachment 1 hereto). The maximum Leverage Ratio for such period
permitted pursuant to clause (a) of Section 7.2.4 of the Credit
Agreement is [     :1] and, accordingly, the terms of
such clause [have] [have not] been complied with.


 


(e)          In performing the
examination necessary to deliver the financial statements of the undersigned
Borrower and its Subsidiaries, the Interest Coverage Ratio on the Computation
Date was [     :1], as computed on Attachment 3
hereto. The minimum Interest Coverage Ratio for such period required pursuant
to clause (b) of Section 7.2.4 of the Credit Agreement is [     :1]
and, accordingly, the terms of such clause [have] [have not] been complied
with.


 


(f)          No Default has
occurred and is continuing, except as set forth on Attachment 4 hereto,
which includes a description of the nature and period of existence of such
Default and what action the undersigned Borrower or any other Obligor has
taken, is taking and/or proposes to take with respect thereto.


 


(g)         No Subsidiary has been
formed or acquired since the delivery of the last Compliance Certificate,
except as set forth on Attachment 5 hereto, which includes a description


 






(1) INCLUDE
FOR QUARTERLY FINANCIAL DELIVERABLES.


(2) INCLUDE
FOR ANNUAL FINANCIAL DELIVERABLES.


 

















 


of
the name, jurisdiction, nature of formation or acquisition and period of
existence of such Subsidiary. [Each such Subsidiary that has been formed or
acquired since the delivery of the last Compliance Certificate [has] [has not]
complied with Section 7.1.8 of the Credit Agreement.](3)


 


(h)         [In performing the
examination necessary to deliver the audited financial statements of the
undersigned Borrower and its Subsidiaries, the Excess Cash Flow for the
[             
] Fiscal Year was $[         ], as
computed on Attachment 6 hereto.](4)


 






(3) INCLUDE IF A NEW SUBSIDIARY
HAS BEEN FORMED SINCE THE DATE OF THE LAST COMPLIANCE CERTIFICATE


(4) INCLUDE FOR ANNUAL FINANCIAL
DELIVERABLES.


 

















 


IN
WITNESS WHEREOF, the undersigned Borrower has caused this Certificate to be
executed and delivered, and the certification and warranties contained herein
to be made, by its chief financial or accounting Authorized Officer as of the
date first above written.


 


 


	
   

  	
  [SABRE
  COMMUNICATIONS HOLDINGS, INC.]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


Attachment 1


(to
    /    /    
Compliance


Certificate)


 


EBITDA


 


	
  1.  EBITDA
  is calculated for the undersigned Borrower and its Subsidiaries for any
  applicable period ending on the Computation Date (the “Computation Period”)
  and is defined as follows:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  Net
  Income:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)         the aggregate of all amounts which
  would be included as net income on the consolidated financial statements of
  the undersigned Borrower and its Subsidiaries for such period;

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  excluding:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)        extraordinary gains;

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)       extraordinary losses;

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)       Net Income: Item l(a)(i) minus
  the sum of Item l(a)(ii) plus Item l(a)(iii).

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  plus:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  in
  each case to the extent deducted in the calculation of Net Income:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)         amounts attributable to amortization;

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)        income tax expense;

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)       Interest Expense;

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)       depreciation of assets;

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (v)        Transaction Expenses;

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (vi)       Management Fees;

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (vii)      compensation expenses, in any form, to
  Steven Schoonover, incurred or paid prior to the Closing Date;

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (viii)     non-commercial aircraft and hangar
  expenses incurred or paid prior to the Closing Date;

  	
   

  	
  $

  



 

















 


	
   

  	
   

  	
  (ix)       the sum of Items l(b)(i) through
  (viii).

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.  EBITDA:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a)           EBITDA for the purposes of the
  determination of Excess Cash Flow only: (Item l(a)(iv) plus Item l(b)(ix)).

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  or:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)           EBITDA
  other than for the purposes of the determination of Excess Cash Flow:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)         Item 2(a);

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  plus:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)        the pro forma
  EBITDA of any Person or line of business acquired by the undersigned Borrower
  or any of its Subsidiaries pursuant to a Permitted Acquisition during the
  Computation Period (assuming the consummation of such Permitted Acquisition,
  the add-back of non-recurring expenses and the incurrence or assumption of
  any Indebtedness in connection therewith occurred as of the first day of the
  Computation Period);

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  minus:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)       the pro forma EBITDA
  of any Person or line of business Disposed of by the undersigned Borrower or
  any of its Subsidiaries during the Computation Period (assuming the
  consummation of such Disposition and the repayment of any Indebtedness in
  connection therewith occurred as of the first day of the Computation Period);

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)       EBITDA other than for the purposes of
  the determination of Excess Cash Flow: Item 2(b)(i) plus Item
  2(b)(ii) minus Item (2(b)(iii).

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  EBITDA:
  Item 2(a) or Item 2(b)(iv), as applicable.

  	
   

  	
  $

  



 














 


Attachment 2


(to
    /    /     Compliance


Certificate)


 


LEVERAGE
RATIO


 


for
the Fiscal Quarter


ending
on [                        ,
20   ]


 


	
  1.
  Leverage Ratio is calculated for the undersigned Borrower and its
  Subsidiaries as of the last day of such Fiscal Quarter and is defined as
  follows:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  Total
  Debt:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)         all obligations of such
  Person for borrowed money and all obligations of such Person evidenced by
  bonds, debentures, notes or similar instruments (which, in the case of the
  Loans, shall be deemed to equal the average daily amount of the Loans
  outstanding on the last date of such Fiscal Quarter);

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)        the amount deposited in the
  Escrow Account on the last date of such Fiscal Quarter;

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)       all obligations, contingent
  or otherwise, relative to the face amount of all letters of credit, whether
  or not drawn, and banker’s acceptances issued for the account of such Person
  (which, in the case of Letter of Credit Outstandings shall be deemed to equal
  the average daily amount of Letter of Credit Outstandings for the last date
  of such Fiscal Quarter);

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)       all Capitalized Lease
  Liabilities of such Person (exclusive of intercompany Indebtedness between
  any of the Borrowers and the Subsidiaries);

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (v)        all obligations arising
  under Synthetic Leases (exclusive of intercompany Indebtedness between any of
  the Borrowers and the Subsidiaries);

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (vi)       any Contingent Liability
  in respect of any of the foregoing;

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (vii)      Total Debt: Item l(a)(i) minus
  Item l(a)(ii) plus the sum of Item l(a)(iii) through Item
  l(a)(vi).

  	
   

  	
  $

  



 


to:


 

















 


	
  (b) 

  	
   

  	
  EBITDA
  as calculated in Item 2(b)(iv) of Attachment 1 hereto.

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2. Total Leverage Ratio: the ratio of Item l(a)(vii) to
  Item 1(b).

  	
   

  	
   

  



 

















 


Attachment 3


(to    /    /    
Compliance


Certificate)


 


INTEREST
COVERAGE RATIO


 


for
the Fiscal Quarter


ending
on [                       ,
20   ]


 


	
  1.  Interest Coverage Ratio is calculated for
  the undersigned Borrower and its Subsidiaries as of the last day of such Fiscal
  Quarter and each of the three immediately preceding Fiscal Quarters and is
  defined as follows:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  EBITDA
  as calculated in Item 2(b)(iv) of Attachment 1 hereto; 

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  to:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  Interest
  Expense:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)            the aggregate interest
  expense (both accrued and paid and net of interest income paid during such
  period to the undersigned Borrower and its Subsidiaries) of the undersigned
  Borrower and its Subsidiaries for such applicable period, including the
  portion of any payments made in respect of Capitalized Lease Liabilities
  allocable to interest expense;

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)           with respect to the four
  consecutive Fiscal Quarter period ending October 31, 2007, Interest
  Expense for purposes hereof is the actual Interest Expense for the Fiscal
  Quarter period ending October 31, 2007 multiplied by 4;

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)          with respect to the four
  consecutive Fiscal Quarter period ending January 31, 2008, Interest
  Expense for purposes hereof is the actual Interest Expense for the two Fiscal
  Quarter period ending January 31, 2008 multiplied by 2;

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)          with respect to the four
  consecutive Fiscal Quarter period ending April 30, 2008, Interest
  Expense for purposes hereof is the actual Interest Expense for the three
  Fiscal Quarter period ending April 30, 2008 multiplied by one and
  one-third;

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (v)           Interest Expense: Item l(b)(i),
  (ii), (iii) or (iv), as applicable.

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.  Interest
  Coverage Ratio (the ratio of Item 1(a) to Item l(b)(v)).

  	
   

  	
   

  



 

















 


Attachment
4


(to   /   /   Compliance

Certificate)


 


CONDITIONS OR EVENTS WHICH CONSTITUTE

A DEFAULT OR AN EVENT OF DEFAULT


 


If
any condition or event exists that constitutes a Default or Event of Default,
specify nature and period of existence and what action the undersigned Borrower
or any other Obligor has taken, is taking or proposes to take with respect
thereto; and if no condition or event exists, state “None.”


 

















 


Attachment 5


(to   /   /   Compliance

Certificate)


 


FORMATION OR ACQUISITION OF A NEW SUBSIDIARY


 


If
any Subsidiary has been formed or acquired since the delivery of the last
Compliance Certificate, specify the name, jurisdiction, nature of formation or
acquisition and period of existence of such Subsidiary, and if no such change
has been made, state “None.”


 

















 


Attachment 6


(to
    /    /    
Compliance


Certificate)


 


EXCESS CASH
FLOW


 


for the [20  ] Fiscal Year


 


	
  1.
  Excess Cash Flow is calculated for the undersigned Borrower and its
  Subsidiaries for such Fiscal Year and is defined as follows:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  EBITDA:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)            EBITDA as calculated in Item
  2(a) of Attachment 1 hereto;

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  excluding:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)           EBITDA attributable to
  Target or CellXion Wireless for all periods prior to the Acquisition Date);

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  plus:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)          the Consolidated Working
  Capital Adjustment:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (A)          Consolidated Working
  Capital (at the beginning of the Computation Period):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)           the total assets of the
  undersigned Borrower and its Subsidiaries on a consolidated basis that may
  properly be classified as current assets in conformity with GAAP;

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  excluding:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)           cash and Cash Equivalent
  Investments; 

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  minus:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (3)           the total liabilities of
  the undersigned Borrower and its Subsidiaries on a consolidated basis that
  may properly be classified as current liabilities in conformity with GAAP;

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  excluding:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (4)           the current portion of
  long term debt (including Capitalized Lease Liabilities);

  	
   

  	
  $

  



 

















 


	
   

  	
   

  	
  (5)           (Item l(a)(iii)(A)(l) minus
  Item 1(a)(iii)(A)(2)) minus (Item l(a)(iii)(A)(3) minus Item
  l(a)(iii)(A)(4).

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (B)           Consolidated Working
  Capital (at the end of the Computation Period):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)           the total assets of the
  undersigned Borrower and its Subsidiaries on a consolidated basis that may
  properly be classified as current assets in conformity with GAAP;

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  excluding:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)           cash and Cash Equivalent
  Investments; 

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  minus:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (3)           the total liabilities of
  the undersigned Borrower and its Subsidiaries on a consolidated basis that
  may properly be classified as current liabilities in conformity with GAAP;

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  excluding:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (4)           the current portion of
  long term debt (including Capitalized Lease Liabilities);

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (5)           (Item l(a)(iii)(B)(l) minus
  Item l(a)(iii)(B)(2)) minus (Item l(a)(iii)(B)(3) minus Item
  l(a)(iii)(B)(4).

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (C)           Consolidated Working Capital Adjustment (Item l(a)(iii)(A)(5) minus
  Item l(a)(iii)(B)(5) (this number may be negative):

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)          EBIDTA: Item l(a)(i) minus
  Item l(a)(ii) plus Item l(a)(ii)(C).

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  over:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b) the sum (for such Fiscal Year) of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)            Interest Expense actually
  paid in cash by the undersigned Borrower and its Subsidiaries.

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)           scheduled principal
  repayments Item l(b)(ii)(A) minus Item l(b)(ii)(B):

  	
   

  	
  $

  



 

















 


	
   

  	
   

  	
  (A)          to the extent actually
  made, of Term Loans pursuant to clauses (c) and (d) of Section 3.1.1
  of the Credit Agreement;

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  excluding:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (B)           repayments made from a
  refinancing of any portion of such Indebtedness, or pursuant to clauses (e), (f) or
  (g) of Section 3.1.1 of the Credit Agreement;

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)          all income Taxes actually
  paid in cash by the undersigned Borrower and its Subsidiaries;

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)          Capital Expenditures made
  in cash (exclusive of Capital Expenditures financed with the proceeds of
  Indebtedness, equity issuances, casualty proceeds or other proceeds which are
  not included in EBITDA);

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (v)           cash payments made for
  Permitted Acquisitions that are not financed with the proceeds of any Loans
  or other Indebtedness;

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (vi)          amounts added back to
  EBITDA for non-recurring expenses of the Person or business acquired;

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (vii)         cash payments made
  pursuant to Items l(b)(v), l(b)(vi), l(b)(vii) and l(b)(viii) as
  set forth on Attachment 1 hereto;

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (viii)        the sum of Items l(b)(i) through
  (vii).

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Excess
  Cash Flow: Item l(a)(iv) minus Item l(b)(viii).

  	
   

  	
  $

  



 

















 


Annex
I


(to   /   /   Compliance

Certificate)


 


FINANCIAL INFORMATION


 


(see attached)


 






 










 


EXHIBIT F


 


Reserved


 

















 


EXHIBIT G


 


FORM OF SUBSIDIARY GUARANTY


 


This
SUBSIDIARY GUARANTY (as amended, supplemented, amended and restated or
otherwise modified from time to time, this “Guaranty”), dated as of June 26,
2007, is made by each Subsidiary of SABRE COMMUNICATIONS HOLDINGS, INC., a
Delaware corporation (“Sabre”) or, immediately following the
consummation of the Acquisition, SABRE INDUSTRIES, INC., a Delaware corporation
(“Holdings”), from time to time party hereto (each individually, a “Guarantor”
and, collectively, the “Guarantors”), in favor of DRESDNER BANK AG, NEW
YORK AND GRAND CAYMAN BRANCHES, as administrative agent (together with its
successor(s) thereto in such capacity, the “Administrative Agent”)
for each of the Secured Parties (capitalized terms used herein have the
meanings set forth in or incorporated by reference in Article I).


 


W I T N E S S E T H:


 


WHEREAS,
pursuant to a Credit Agreement, dated as of June 26, 2007 (as amended,
supplemented, amended and restated or otherwise modified from time to time, the
“Credit Agreement”), among Sabre, Sabre Communications Corporation, an
Iowa corporation, and, immediately following the consummation of the
Acquisition, Holdings, CellXion, LLC, a Delaware limited liability company, and
CellXion Wireless Services, LLC, a Delaware limited liability company (each a “Borrower”
and, collectively, the “Borrowers”), the Lenders, the Administrative
Agent and Dresdner Kleinwort Securities LLC, as the Lead Arranger, the Lenders
and the Issuers have extended Commitments to make Credit Extensions to the
Borrowers; and


 


WHEREAS,
as a condition precedent to the making of the Credit Extensions under the
Credit Agreement, each Guarantor is required to execute and deliver this
Guaranty; and


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, each Guarantor agrees, for the benefit of each
Secured Party, as follows:


 


ARTICLE I

DEFINITIONS


 


SECTION 1.1.                       Certain Terms. The following
terms (whether or not underscored) when used in this Guaranty, including its
preamble and recitals, shall have the following meanings (such definitions to
be equally applicable to the singular and plural forms thereof):


 


“Administrative
Agent” is defined in the preamble.


 


“Borrower”
and “Borrowers” are defined in the first recital.


 


“Credit
Agreement” is defined in the first recital.


 


“Guarantor”
and “Guarantors” are defined in the preamble.


 

















 


“Guaranty”
is defined in the preamble.


 


“Holdings”
is defined in the preamble.


 


“Sabre”
is defined in the preamble.


 


SECTION 1.2.                       Credit
Agreement Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Guaranty, including its preamble
and recitals, have the meanings provided in the Credit Agreement.


 


ARTICLE II

GUARANTY PROVISIONS


 


SECTION 2.1.                       Guaranty. Each
Guarantor hereby jointly and severally, absolutely, unconditionally and
irrevocably


 


(a)          guarantees the full and
punctual payment when due, whether at stated maturity, by required prepayment,
declaration, acceleration, demand or otherwise, of all Obligations of each
Obligor now or hereafter existing, whether for principal, interest (including
interest accruing at the then applicable rate provided in the Credit Agreement
after the occurrence of any Default set forth in Section 8.1.9 of the
Credit Agreement, whether or not a claim for post-filing or post-petition
interest is allowed under applicable law following the institution of a
proceeding under bankruptcy, insolvency or similar laws), fees, Reimbursement
Obligations, expenses or otherwise (including all such amounts which would
become due but for the operation of the automatic stay under Section 362(a) of
the United States Bankruptcy Code, 11 U.S.C. §362(a), and the operation of
Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11
U.S.C. §502(b) and §506(b)); and


 


(b)         indemnifies and holds
harmless each Secured Party for any and all costs and expenses (including
reasonable attorneys’ fees and expenses) incurred by such Secured Party in
enforcing any rights under this Guaranty;


 


provided, however,
that each Guarantor shall only be liable under this Guaranty for the maximum
amount of such liability that can be hereby incurred without rendering this
Guaranty, as it relates to such Guarantor, voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer, and not for any
greater amount. This Guaranty constitutes a guaranty of payment when due and
not of collection, and each Guarantor specifically agrees that it shall not be
necessary or required that any Secured Party exercise any right, assert any
claim or demand or enforce any remedy whatsoever against any Obligor or any
other Person before or as a condition to the obligations of such Guarantor
hereunder.


 


SECTION 2.2.                       Reinstatement,
etc. Each Guarantor hereby jointly and severally agrees that this Guaranty
shall continue to be effective or be reinstated, as the case may be, if at any
time any payment (in whole or in part) of any of the Obligations is invalidated,
declared to be fraudulent or preferential, set aside, rescinded or must
otherwise be restored by any Secured


 

















 


Party,
including upon the occurrence of any Default set forth in Section 8.1.9 of
the Credit Agreement or otherwise, all as though such payment had not been
made.


 


SECTION 2.3.                       Guaranty
Absolute, etc. This Guaranty shall in all respects be a
continuing, absolute, unconditional and irrevocable guaranty of payment, and
shall remain in full force and effect until the Termination Date has occurred.
Each Guarantor jointly and severally guarantees that the Obligations will be
paid strictly in accordance with the terms of each Loan Document under which
they arise, regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the rights of any
Secured Party with respect thereto. The liability of each Guarantor under this
Guaranty shall be joint and several, absolute, unconditional and irrevocable
irrespective of:


 


(a) any
lack of validity, legality or enforceability of any Loan Document;


 


(b) the
failure of any Secured Party


 


(i)             to assert any claim or
demand or to enforce any right or remedy against any Obligor or any other
Person (including any other guarantor) under the provisions of any Loan Document
or otherwise, or


 


(ii)          to exercise any right or
remedy against any other guarantor (including any Guarantor) of, or collateral
securing, any Obligations;


 


(c) any change in the time, manner or place of payment of, or in
any other term of, all or any part of the Obligations, or any other extension,
compromise or renewal of any Obligation;


 


(d) any reduction, limitation, impairment or termination of any
Obligations for any reason, including any claim of waiver, release, surrender,
alteration or compromise, and shall not be subject to (and each Guarantor
hereby waives any right to or claim of) any defense or setoff, counterclaim,
recoupment or termination whatsoever by reason of the invalidity, illegality,
nongenuineness, irregularity, compromise, unenforceability of, or any other
event or occurrence affecting, any Obligations or otherwise;


 


(e) any amendment to, rescission, waiver, or other modification
of, or any consent to or departure from, any of the terms of any Loan Document;


 


(f) any addition, exchange or release of any collateral or of any
Person that is (or will become) a guarantor (including a Guarantor hereunder)
of the Obligations, or any surrender or non-perfection of any collateral, or
any amendment to or waiver or release or addition to, or consent to or
departure from, any other guaranty held by any Secured Party securing any of
the Obligations; or


 


(g) any other circumstance which might otherwise constitute a
defense available to, or a legal or equitable discharge of, any Obligor, any
surety or any guarantor.


 


SECTION 2.4.                       Setoff. Each
Guarantor hereby irrevocably authorizes the Administrative Agent and each
Lender, without the requirement that any notice be given to such Guarantor


 

















 


(such
notice being expressly waived by each Guarantor), upon the occurrence and
during the continuance of any Default described in Section 8.1.9 of the
Credit Agreement or, with the consent of the Required Lenders, and upon the
occurrence and during the continuance of any other Event of Default, upon prior
written notice to such Guarantor, to set-off and appropriate and apply to the
payment of the Obligations (whether or not then due, and whether or not any
Secured Party has made any demand for payment of the Obligations), any and all
balances, claims, credits, deposits (general or special, time or demand,
provisional or final), accounts or money of such Guarantor then or thereafter
maintained with such Secured Party; provided, however, that any
such appropriation and application shall be subject to the provisions of Section 4.8
of the Credit Agreement. Each Secured Party agrees to notify the applicable
Guarantor and the Administrative Agent after any such setoff and application
made by such Secured Party; provided further, however, that the
failure to give such notice shall not affect the validity of such setoff and
application. The rights of each Secured Party under this Section are in
addition to other rights and remedies (including other rights of setoff under
applicable law or otherwise) which such Secured Party may have.


 


SECTION 2.5.                       Waiver, etc. Each
Guarantor hereby waives promptness, diligence, notice of acceptance and any
other notice with respect to any of the Obligations and this Guaranty and any
requirement that any Secured Party protect, secure, perfect or insure any Lien,
or any property subject thereto, or exhaust any right or take any action
against any Obligor or any other Person (including any other guarantor) or
entity or any collateral securing the Obligations, as the case may be.


 


SECTION 2.6.                       Postponement of
Subrogation, etc. Each Guarantor agrees that it will not exercise
any rights which it may acquire by way of rights of subrogation under any Loan
Document to which it is a party, nor shall any Guarantor seek or be entitled to
seek any contribution or reimbursement from any Obligor, in respect of any
payment made under any Loan Document or otherwise, until following the
Termination Date. Any amount paid to any Guarantor on account of any such
subrogation rights prior to the Termination Date shall be held in trust for the
benefit of the Secured Parties and shall immediately be paid and turned over to
the Administrative Agent for the benefit of the Secured Parties in the exact
form received by such Guarantor (duly endorsed in favor of the Administrative
Agent, if required), to be credited and applied against the Obligations,
whether matured or unmatured, in accordance with Section 2.7; provided.,
that if any Guarantor has made payment to the Secured Parties of all or any
part of the Obligations and the Termination Date has occurred, then at such
Guarantor’s request, the Administrative Agent (on behalf of the Secured
Parties) will, at the expense of such Guarantor, execute and deliver to such
Guarantor appropriate documents (without recourse and without representation or
warranty) necessary to evidence the transfer by subrogation to such Guarantor
of an interest in the Obligations resulting from such payment. In furtherance
of the foregoing, at all times prior to the Termination Date, each Guarantor
shall refrain from taking any action or commencing any proceeding against any
Obligor (or its successors or assigns, whether in connection with a bankruptcy
proceeding or otherwise) to recover any amounts in respect of payments made
under this Guaranty to any Secured Party.


 


SECTION 2.7.                  Payments; Application. Each
Guarantor hereby agrees with each Secured Party as follows:


 

















 


(a)               Each Guarantor agrees that all payments made
by such Guarantor hereunder will be made in Dollars to the Administrative
Agent, without set-off, counterclaim or other defense and in accordance with
Sections 4.6 and 4.7 of the Credit Agreement, free and clear of and without
deduction for any Taxes, each Guarantor hereby agreeing to comply with and be
bound by the provisions of Sections 4.6 and 4.7 of the Credit Agreement in
respect of all payments made by it hereunder and the provisions of which
Sections are hereby incorporated into and made a part of this Guaranty by this
reference as if set forth herein; provided, however, that references
to “Borrower” or “Borrowers” in such Sections shall be deemed to be references
to each Guarantor, and references to “this Agreement” in such Sections shall be
deemed to be references to this Guaranty.


 


(b)              All payments made hereunder shall be applied upon
receipt, as set forth in Section 4.7 of the Credit Agreement.


 


ARTICLE III

REPRESENTATIONS AND WARRANTIES


 


In
order to induce the Secured Parties to enter into the Credit Agreement and make
Credit Extensions thereunder, and to induce Secured Parties to enter into Rate
Protection Agreements, each Guarantor represents and warrants to each Secured
Party as set forth below.


 


SECTION 3.1.                       Credit
Agreement Representations and Warranties. The representations and
warranties contained in Article VI of the Credit Agreement, insofar as the
representations and warranties contained therein are applicable to any
Guarantor and its properties, are true and correct in all material respects,
each such representation and warranty set forth in such Article (insofar
as applicable as aforesaid) and all other terms of the Credit Agreement to
which reference is made therein, together with all related definitions and
ancillary provisions, being hereby incorporated into this Guaranty by this
reference as though specifically set forth in this Article.


 


SECTION 3.2.                       Financial
Condition, etc. Each Guarantor has knowledge of each other Obligor’s
financial condition and affairs and that it has adequate means to obtain from
the each such Obligor on an ongoing basis information relating thereto and to
such Obligor’s ability to pay and perform the Obligations, and agrees to assume
the responsibility for keeping, and to keep, so informed for so long as this
Guaranty is in effect. Each Guarantor acknowledges and agrees that the Secured
Parties shall have no obligation to investigate the financial condition or
affairs of any Obligor for the benefit of such Guarantor nor to advise such
Guarantor of any fact respecting, or any change in, the financial condition or
affairs of any other Obligor that might become known to any Secured Party at
any time, whether or not such Secured Party knows or believes or has reason to
know or believe that any such fact or change is unknown to such Guarantor, or
might (or does) materially increase the risk of such Guarantor as guarantor, or
might (or would) affect the willingness of such Guarantor to continue as a
guarantor of the Obligations.


 

















 


SECTION 3.3.                       Best Interests. It is in the
best interests of each Guarantor to execute this Guaranty inasmuch as such
Guarantor will, as a result of being a Subsidiary of a Borrower, derive
substantial direct and indirect benefits from the Credit Extensions made from
time to time to such Borrower by the Lenders and the Issuers pursuant to the
Credit Agreement and the execution and delivery of Rate Protection Agreements
between the Borrower, other Obligors and certain Secured Parties, and each
Guarantor agrees that the Secured Parties are relying on this representation in
agreeing to make Credit Extensions to the Borrowers.


 


ARTICLE IV

COVENANTS, ETC.


 


Each
Guarantor covenants and agrees that, at all times prior to the Termination
Date, it will perform, comply with and be bound by all of the agreements,
covenants and obligations contained in the Credit Agreement (including Article VII
and Section 8.1.9 of the Credit Agreement) which are applicable to such
Guarantor or its properties, each such agreement, covenant and obligation
contained in the Credit Agreement and all other terms of the Credit Agreement
to which reference is made in this Article, together with all related
definitions and ancillary provisions, being hereby incorporated into this
Guaranty by this reference as though specifically set forth in this Article.


 


ARTICLE V

MISCELLANEOUS PROVISIONS


 


SECTION 5.1.                       Loan Document. This Guaranty
is a Loan Document executed pursuant to the Credit Agreement and shall (unless
otherwise expressly indicated herein) be construed, administered and applied in
accordance with the terms and provisions thereof, including Article X thereof.


 


SECTION 5.2.                       Binding on
Successors, Transferees and Assigns; Assignment. This Guaranty shall remain
in full force and effect until the Termination Date has occurred, shall be
jointly and severally binding upon each Guarantor and its successors, transferees
and assigns and shall inure to the benefit of and be enforceable by each
Secured Party and its successors, transferees and assigns; provided, however,
that no Guarantor may (unless otherwise permitted under the terms of the Credit
Agreement) assign any of its obligations hereunder without the prior written
consent of all Lenders.


 


SECTION 5.3.                       Amendments, etc. No amendment
to or waiver of any provision of this Guaranty, nor consent to any departure by
any Guarantor from its obligations under this Guaranty, shall in any event be
effective unless the same shall be in writing and signed by the Administrative
Agent (on behalf of the Lenders or the Required Lenders, as the case may be,
pursuant to Section 10.1 of the Credit Agreement) and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.


 


SECTION 5.4.                       Notices. All notices
and other communications provided for hereunder shall be in writing or by
facsimile and addressed, delivered or transmitted to the appropriate party at
the address or facsimile number of such party (in the case of any Guarantor, in
care of the Borrowers) set forth on Schedule II to the Credit Agreement or at
such other address or


 

















 


facsimile
number as may be designated by such party in a notice to the other party. Any
notice, if mailed and properly addressed with postage prepaid or if properly
addressed and sent by pre-paid courier service, shall be deemed given when
received; any such notice, if transmitted by facsimile, shall be deemed given
when the confirmation of transmission thereof is received by the transmitter.


 


SECTION 5.5.                       Additional
Guarantors. Upon the execution and delivery by any other
Person of a supplement in the form of Annex I hereto, such Person shall
become a “Guarantor” hereunder with the same force and effect as if it were
originally a party to this Guaranty and named as a “Guarantor” hereunder. The
execution and delivery of such supplement shall not require the consent of any
other Guarantor hereunder, and the rights and obligations of each Guarantor
hereunder shall remain in full force and effect notwithstanding the addition of
any new Guarantor as a party to this Guaranty.


 


SECTION 5.6.                       Release of
Guarantor. Upon the occurrence of the Termination Date, this
Guaranty and all obligations of each Guarantor hereunder shall terminate,
without delivery of any instrument or performance of any act by any party. In
addition, at the request of the Borrowers, and at the sole expense of the
Borrowers, a Guarantor shall be released from its obligations hereunder in the
event that the Capital Securities of such Guarantor are Disposed of in a
transaction permitted by the Credit Agreement; provided that the
Borrowers shall have delivered to the Administrative Agent, at least three
Business Days prior to the date of the proposed release, a written request for
release identifying the relevant Guarantor and a certification by the Borrowers
stating that such transaction is in compliance with the Loan Documents.


 


SECTION 5.7.                       No Waiver;
Remedies. In addition to, and not in limitation of, Sections
2.3 and 2.5, no failure on the part of any Secured Party to
exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.


 


SECTION 5.8.                       Section Captions. Section captions
used in this Guaranty are for convenience of reference only, and shall not
affect the construction of this Guaranty.


 


SECTION 5.9.                       Severability. Wherever
possible each provision of this Guaranty shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Guaranty shall be prohibited by or invalid under such law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Guaranty.


 


SECTION 5.10.                 Governing Law, Entire
Agreement, etc. THIS GUARANTY WILL 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 Guaranty and the other Loan Documents constitute the
entire understanding


 

















 


among
the parties hereto with respect to the subject matter thereof and supersede any
prior agreements, written or oral, with respect thereto.


 


SECTION 5.11.                 Forum Selection and Consent
to Jurisdiction. ANY LITIGATION BASED HEREON, OR ARISING OUT
OF, UNDER, OR IN CONNECTION WITH, ANY LOAN DOCUMENT, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE
ADMINISTRATIVE AGENT, THE LENDERS, THE ISSUERS OR ANY GUARANTOR IN CONNECTION
HEREWITH OR THEREWITH MAY BE BROUGHT AND MAINTAINED IN THE COURTS OF THE
STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT
SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE
BROUGHT, AT THE ADMINISTRATIVE AGENT’S OPTION, IN THE COURTS OF ANY
JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH
GUARANTOR IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL,
POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK
AT THE ADDRESS FOR NOTICES SPECIFIED FOR THE BORROWERS IN SECTION 10.2 OF
THE CREDIT AGREEMENT. EACH GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR
HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT
IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY GUARANTOR HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM
ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO
JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF
OR ITS PROPERTY, SUCH GUARANTOR HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT
PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE LOAN
DOCUMENTS.


 


SECTION 5.12.                 Waiver of Jury Trial. THE
ADMINISTRATIVE AGENT (ON BEHALF OF ITSELF AND EACH OTHER SECURED PARTY) AND
EACH GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE
FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, EACH LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE
AGENT, SUCH LENDER, SUCH ISSUER OR SUCH GUARANTOR IN CONNECTION THEREWITH. EACH
GUARANTOR ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT
CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN
DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE ADMINISTRATIVE AGENT, EACH LENDER AND SUCH ISSUER ENTERING
INTO THE LOAN DOCUMENTS.


 

















 


SECTION 5.13. Counterparts. This Guaranty may be
executed by the parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute together but one and
the same agreement.


 














 


IN WITNESS WHEREOF, each Guarantor has caused this
Guaranty to be duly executed and delivered by its Authorized Officer as of the
date first above written.


 


 


	
   

  	
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ACCEPTED
AND AGREED FOR ITSELF


AND
ON BEHALF OF THE SECURED PARTIES:


 


DRESDNER
BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES


as
Administrative Agent


 


 


	
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ANNEX
I to

the Subsidiary Guaranty


 


THIS SUPPLEMENT, dated as
of                       ,     (this
“Supplement”), is to the Subsidiary Guaranty, dated as of
[            ] [    ],
[             ]
(as amended, supplemented, amended and restated or otherwise modified from time
to time, the “Guaranty”), among the Guarantors (such capitalized term,
and other terms used in this Supplement, to have the meanings set forth in Article I
of the Guaranty) from time to time party thereto, in favor of [                ],
as administrative agent (together with its successor(s) thereto in  such capacity,
the “Administrative Agent”) for each of the Secured Parties.


 


W I T N E S S E T H:


 


WHEREAS,
pursuant to the provisions of Section 5.5 of the Guaranty, each of the
undersigned is becoming a Guarantor under the Guaranty; and


 


WHEREAS,
each of the undersigned desires to become a “Guarantor” under the Guaranty in
order to induce the Secured Parties to continue to extend Credit Extensions
under the Credit Agreement;


 


NOW,
THEREFORE, in consideration of the premises, and for other consideration (the
receipt and sufficiency of which is hereby acknowledged), each of the
undersigned agrees, for the benefit of each Secured Party, as follows.


 


SECTION 1.           Party to Guaranty, etc. In
accordance with the terms of the Guaranty, by its signature below, each of the
undersigned hereby irrevocably agrees to become a Guarantor under the Guaranty
with the same force and effect as if it were an original signatory thereto and
each of the undersigned hereby (a) agrees to be bound by and comply with
all of the terms and  provisions of the Guaranty applicable to it
as a Guarantor and (b) represents and warrants that the representations
and warranties made by it as a Guarantor thereunder are true and correct as of
the date hereof. In furtherance of the foregoing, each reference to a “Guarantor”
and/or “Guarantors” in the Guaranty shall be deemed to include each of the
undersigned.


 


SECTION 2.           Representations. Each of the
undersigned hereby represents and warrants that this Supplement has been duly
authorized, executed and delivered by it and that this Supplement and the
Guaranty constitute the legal, valid and binding obligation of each of the
undersigned, enforceable against it in accordance with its terms.


 


SECTION 3.           Full Force of Guaranty. Except
as expressly supplemented hereby, the Guaranty shall remain in full force and
effect in accordance with its terms.


 


SECTION 4.           Severability. Wherever
possible each provision of this Supplement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this
Supplement shall be prohibited by or invalid under such law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Supplement or the Guaranty.


 

















 


SECTION 5.           Indemnity; Fees and Expenses, etc.
Without limiting the provisions of any other Loan Document, each of the
undersigned agrees to reimburse the Administrative Agent for its reasonable
out-of-pocket expenses incurred in connection with this Supplement, including
reasonable attorney’s fees and expenses of the Administrative Agent’s counsel.


 


SECTION 6.           Governing Law, Entire Agreement,
etc. THIS SUPPLEMENT WILL 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 Supplement and the other Loan Documents constitute the
entire understanding among the parties hereto with respect to the subject
matter thereof and supersede any prior agreements, written or oral, with
respect thereto.


 


SECTION 7.           Counterparts. This Supplement
may be executed by the parties hereto in several counterparts, each of which
shall be deemed to be an original and all of which shall constitute together
but one and the same agreement.


 

















 


IN
WITNESS WHEREOF, each of the undersigned has caused this Supplement to be duly
executed and delivered by its Authorized Officer as of the date first above
written.


 


	
   

  	
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  OF ADDITIONAL SUBSIDIARY]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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ACCEPTED
AND AGREED FOR ITSELF


AND
ON BEHALF OF THE SECURED PARTIES:


 


DRESDNER
BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES


as
Administrative Agent


 


 


	
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EXHIBIT H


 


PLEDGE AND SECURITY AGREEMENT


 


This
PLEDGE AND SECURITY AGREEMENT, dated as of June 26, 2007 (as amended,
supplemented, amended and restated or otherwise modified from time to time,
this “Security Agreement”), is made by SABRE COMMUNICATIONS HOLDINGS,
INC., a Delaware corporation (“Sabre”), SABRE COMMUNICATIONS
CORPORATION, an Iowa corporation (“SCC”), each Guarantor (terms used in
the preamble and the recitals have the definitions set forth in or incorporated
by reference in Article I) from time to time a party to this
Security Agreement (each individually a “Grantor” and collectively, the “Grantors”),
in favor of DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as
administrative agent (together with its successor(s) thereto in such
capacity, the “Administrative Agent”) for each of the Secured Parties.


 


W I T N E S S E T H:


 


WHEREAS,
pursuant to a Credit Agreement, dated as of June 26, 2007 (as amended,
supplemented, amended and restated or otherwise modified from time to time, the
“Credit Agreement”), among Sabre, SCC 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 (each a “Borrower”
and, collectively, the “Borrowers”), the Lenders, the Administrative
Agent and Dresdner Kleinwort Securities LLC, as the Lead Arranger, the Lenders
and the Issuers have extended Commitments to make Credit Extensions to the
Borrowers; and


 


WHEREAS,
as a condition precedent to the making of the Credit Extensions under the
Credit Agreement, each Grantor is required to execute and deliver this Security
Agreement;


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, each Grantor agrees, for the benefit of each
Secured Party, as follows:


 


ARTICLE I

DEFINITIONS


 


SECTION 1.1.        Certain Terms. The following
terms (whether or not underscored) when used in this Security Agreement,
including its preamble and recitals, shall have the following meanings (such
definitions to be equally applicable to the singular and plural forms thereof):


 


“Administrative
Agent” is defined in the preamble.


 


“Borrower”
and “Borrowers” are defined in the first recital.


 


“Collateral”
is defined in Section 2.1.


 


“Collateral
Account” is defined in clause (b) of Section 4.3.


 


“Computer
Hardware and Software Collateral” means:


 

















 


(a)           all computer and other electronic data processing
hardware, integrated computer systems, central processing units, memory units,
display terminals, printers, features, computer elements, card readers, tape
drives, hard and soft disk drives, cables, electrical supply hardware,
generators, power equalizers, accessories and all peripheral devices and other
related computer hardware, including all operating system software, utilities
and application programs in whatsoever form;


 


(b)          all software programs (including both source code, object
code and all related applications and data files), designed for use on the
computers and electronic data processing hardware described in clause (a) above;


 


(c)           all firmware associated therewith;


 


(d)           all
documentation (including flow charts, logic diagrams, manuals, guides,
specifications, training materials, charts and pseudo codes) with respect to
such hardware, software and firmware described in the preceding clauses (a)
through (c); and


 


(e)           all
rights with respect to all of the foregoing, including copyrights, licenses,
options, warranties, service contracts, program services, test rights,
maintenance rights, support rights, improvement rights, renewal rights and
indemnifications and any substitutions, replacements, improvements, error
corrections, updates, additions or model conversions of any of the foregoing.


 


“Control
Agreement” means an authenticated record in form and substance satisfactory
to the Administrative Agent, that provides for the Administrative Agent to have
“control” (as defined in the UCC) over certain Collateral.


 


“Copyright
Collateral” means all copyrights of the Grantors, registered or
unregistered and whether published or unpublished, now or hereafter in force
throughout the world including all of the Grantors’ rights, titles and
interests in and to all copyrights registered in the United States Copyright
Office or anywhere else in the world and also including the copyrights referred
to in Item A of Schedule V, and registrations and recordings
thereof and all applications for registration thereof, whether pending or in
preparation, all copyright licenses, including each copyright license referred
to in Item B of Schedule V, the right to sue for past, present
and future infringements of any of the foregoing, all rights corresponding
thereto, all extensions and renewals of any thereof and all Proceeds of the
foregoing, including licenses, royalties, income, payments, claims, damages and
Proceeds of suit, which are owned or licensed by the Grantors.


 


“Credit
Agreement” is defined in the first recital.


 


“Distributions”
means all dividends paid on Capital Securities, liquidating dividends paid on
Capital Securities, shares (or other designations) of Capital Securities
resulting from (or in connection with the exercise of) stock splits,
reclassifications, warrants, options, non-cash dividends, mergers,
consolidations, and all other distributions (whether similar or dissimilar to
the foregoing) on or with respect to any Capital Securities constituting
Collateral.


 


“Egypt
Collateral Account” means the Deposit Account securing a letter of credit
that Security National Bank issued prior to the purchase of Sabre and SCC by
Corinthian SC, LLC.


 

















 


“Filing
Statements” is defined in clause (b) of Section 3.7.


 


“General
Intangibles” means all “general intangibles” and all “payment intangibles”,
each as defined in the UCC, and shall include all interest rate or currency
protection or hedging arrangements, all tax refunds, all licenses, permits,
concessions and authorizations and all Intellectual Property Collateral (in
each case, regardless of whether characterized as general intangibles under the
UCC).


 


“Grantor”
and “Grantors” are defined in the preamble.


 


“Intellectual
Property Collateral” means, collectively, the Computer Hardware and
Software Collateral, the Copyright Collateral, the Patent Collateral, the
Trademark Collateral and the Trade Secrets Collateral.


 


“Patent
Collateral” means:


 


(a)             inventions
and discoveries, whether patentable or not, all letters patent and applications
for letters patent throughout the world, including all patent applications in
preparation for filing and each patent and patent application referred to in Item
A of Schedule III;


 


(b)             all
reissues, divisions, continuations, continuations-in-part, extensions, renewals
and reexaminations of any of the items described in clause (a);


 


(c)             all
patent licenses, and other agreements providing such Grantor with the right to
use any items of the type referred to in clauses (a) and (b) above,
including each patent license referred to in Item B of Schedule III;
and


 


(d)             all
Proceeds of, and rights associated with, the foregoing (including licenses,
royalties income, payments, claims, damages and Proceeds of infringement
suits), the right to sue third parties for past, present or future
infringements of any patent or patent application, and for breach or
enforcement of any patent license.


 


“Permitted Liens” means all Liens permitted by Section 7.2.2
of the Credit Agreement or any other Loan Document.


 


“Sabre”
is defined in the preamble.


 


“Sabre
Communications Flexible Benefit Plan Account” means the restricted Deposit
Account used to fund SCC’s flexible spending plan.


 


“Sabre
Communications Health Plan Account” means the restricted Deposit Account
used to fund SCC’s self-insured health plan.


 


“SCC”
is defined in the preamble.


 


“Securities
Act” is defined in clause (a) of Section 6.2.


 

















 


“Security
Agreement” is defined in the preamble.


 


“Specified
Default” means the occurrence and continuance of (a) an Event of
Default or (b) a Default under clauses (a) through (d) of Section 8.1.9
of the Credit Agreement.


 


“Trademark
Collateral” means :


 


(a)             (i) all
trademarks, trade names, corporate names, company names, business names,
fictitious business names, trade styles, service marks, certification marks,
collective marks, logos and other source or business identifiers, and all
goodwill of the business associated therewith, now existing or hereafter
adopted or acquired including those referred to in Item A of Schedule
IV, whether currently in use or not, all registrations and recordings
thereof and all applications in connection therewith, whether pending or in
preparation for filing, including registrations, recordings and applications in
the United States Patent and Trademark Office or in any office or agency of the
United States of America, or any State thereof or any other country or
political subdivision thereof or otherwise, and all common-law rights relating
to the foregoing, and (ii) the right to obtain all reissues, extensions or
renewals of the foregoing (collectively referred to as the “Trademark”);


 


(b)             all
trademark licenses for the grant by or to such Grantor of any right to use any
trademark, including each trademark license referred to in Item B of Schedule
IV; and


 


(c)             all
of the goodwill of the business connected with the use of, and symbolized by
the items described in, clause (a), and to the extent applicable clause
(b);


 


(d)             the
right to sue third parties for past, present and future infringements of any
Trademark Collateral described in clause (a) and, to the extent applicable,
clause (b); and


 


(e)             all
Proceeds of, and rights associated with, the foregoing, including any claim by
such Grantor against third parties for past, present or future infringement or
dilution of any Trademark, Trademark registration or Trademark license, or for
any injury to the goodwill associated with the use of any such Trademark or for
breach or enforcement of any Trademark license and all rights corresponding
thereto throughout the world.


 


“Trade
Secrets Collateral” means all common law and statutory trade secrets and
all other confidential, proprietary or useful information and all know-how
obtained by or used in or contemplated at any time for use in the business of a
Grantor (all of the foregoing being collectively called a “Trade Secret”),
whether or not such Trade Secret has been reduced to a writing or other
tangible form, including all Documents and things embodying, incorporating or
referring in any way to such Trade Secret, all Trade Secret licenses, including
each Trade Secret license referred to in Schedule VI, and including the
right to sue for and to enjoin and to collect damages for the actual or
threatened misappropriation of any Trade Secret and for the breach or
enforcement of any such Trade Secret license.


 














 


SECTION 1.2.        Credit Agreement Definitions.
Unless otherwise defined herein or the context otherwise requires, terms used
in this Security Agreement, including its preamble and recitals, have the
meanings provided in the Credit Agreement.


 


SECTION 1.3.        UCC Definitions. When used herein
the terms “Account”, “Certificate of Title”, “Certificated Securities”, “Chattel
Paper”, “Commercial Tort Claim”, “Commodity Account”, “Commodity Contract”, “Deposit
Account”, “Document”, “Electronic Chattel Paper”, “Equipment”, “Goods”, “Instrument”,
“Inventory”, “Investment Property”, “Letter-of-Credit Rights”, “Payment
Intangibles”, “Proceeds”, “Promissory Notes”, “Securities Account”, “Security
Entitlement’, “Supporting Obligations” and “Uncertificated Securities” have the
meaning provided in Article 8 or Article 9, as applicable, of the
UCC. Letters of Credit has the meaning provided in Section 5-102 of the
UCC.


 


ARTICLE II

SECURITY INTEREST


 


SECTION 2.1.        Grant
of Security Interest. Each Grantor hereby grants to the Administrative
Agent, for its benefit and the ratable benefit of each other Secured Party, a
continuing security interest in all of such Grantor’s right, title, and
interest in and to the following property, whether now or hereafter existing,
owned or acquired by such Grantor, and wherever located, (collectively, the “Collateral”):


 


(a)           Accounts;


 


(b)           Chattel
Paper;


 


(c)           Commercial
Tort Claims listed on Item I of Schedule II (as such schedule may
be amended or supplemented from time to time);


 


(d)           Deposit
Accounts;


 


(e)           Documents;


 


(f)            General
Intangibles;


 


(g)           Goods;


 


(h)           Instruments;


 


(i)            Investment
Property;


 


(j)            Letter-of-Credit
Rights and Letters of Credit;


 


(k)           Supporting
Obligations;


 


(1)           all
books, records, writings, databases, information and other property relating
to, used or useful in connection with, evidencing, embodying, incorporating or
referring to, any of the foregoing in this Section;


 

















 


(m)          all
Proceeds of the foregoing and, to the extent not otherwise included, (A) all
payments under insurance (whether or not the Administrative Agent is the loss
payee thereof) and (B) all tort claims; and


 


(n)           all
other property and rights of every kind and description and interests therein.


 


Notwithstanding
the foregoing, the term “Collateral” (and the components thereof) shall not
include:


 


(i)              such Grantor’s real property interests (including fee
real estate, leasehold interests and fixtures);


 


(ii)             any General Intangibles or other rights arising under
any contracts, instruments, licenses or other documents as to which the grant
of a security interest would (A) constitute a violation of a valid and
enforceable restriction in favor of a third party on such grant, unless and
until any required consents shall have been obtained, or (B) give any other
party to such contract, instrument, license or other document the right to
terminate its obligations thereunder;


 


(iii)            Investment Property consisting of Capital Securities of a
Foreign Subsidiary of such Grantor, in excess of 65% of the total combined
voting power of all Capital Securities of each such Foreign Subsidiary, except
that such 65% limitation shall not apply to a Foreign Subsidiary that (x) is
treated as a partnership under the Code or (y) is not treated as an entity that
is separate from (A) such Grantor; (B) any Person that is treated as
a partnership under the Code or (C) any “United States person” (as defined
in Section 7701(a)(30) of the Code);


 


(iv)            any asset, the granting of a security interest in which
would be void or illegal under any applicable governmental law, rule or
regulation, or pursuant thereto would result in, or permit the termination of,
such asset;


 


(v)             any asset subject to a Permitted Lien (other than Liens
in favor of the Administrative Agent) to the extent that the grant of other
Liens on such asset (A) would result in a breach or violation of, or
constitute a default under, the agreement or instrument governing such
Permitted Lien, (B) would result in the loss of use of such asset or (C) would
permit the holder of such Permitted Lien to terminate the Grantor’s use of such
asset;


 


(vi)            Capital Securities of an issuer that is not a Subsidiary;


 


(vii)           any asset not required to be pledged under Section 7.1.8
of the Credit Agreement;


 


(viii)          any funds in the Sabre Communications
Flexible Benefit Plan Account and Sabre Communications Health Plan Account; or


 

















 


(ix)            any funds not to exceed the amount of $25,000 in the
Egypt Collateral Account.


 


SECTION 2.2.        Security for Obligations. This
Security Agreement and the Collateral in which the Administrative Agent for the
benefit of the Secured Parties is granted a security interest hereunder by the
Grantors secure the payment and performance of all of the Obligations.


 


SECTION 2.3.        Grantors Remain Liable. Anything
herein to the contrary notwithstanding:


 


(a)           the
Grantors will remain liable under the contracts and agreements included in the
Collateral to the extent set forth therein, and will perform all of their
duties and obligations under such contracts and agreements to the same extent
as if this Security Agreement had not been executed;


 


(b)           the
exercise by the Administrative Agent of any of its rights hereunder will not
release any Grantor from any of its duties or obligations under any such
contracts or agreements included in the Collateral; and


 


(c)           no
Secured Party will have any obligation or liability under any contracts or
agreements included in the Collateral by reason of this Security Agreement, nor
will any Secured Party be obligated to perform any of the obligations or duties
of any Grantor thereunder or to take any action to collect or enforce any claim
for payment assigned hereunder.


 


SECTION 2.4.        Distributions on Pledged Shares.
In the event that any Distribution with respect to any Capital Securities
pledged hereunder is permitted to be paid (in accordance with Section 7.2.6
of the Credit Agreement), such Distribution or payment may be paid directly to
the applicable Grantor. If any Distribution is made in contravention of Section 7.2.6
of the Credit Agreement, such Grantor shall hold the same segregated and in
trust for the Administrative Agent until paid to the Administrative Agent in
accordance with Section 4.1.5.


 


SECTION 2.5.        Security Interest Absolute, etc.
This Security Agreement shall in all respects be a continuing, absolute, unconditional
and irrevocable grant of security interest, and shall remain in full force and
effect until the Termination Date. All rights of the Secured Parties and the
security interests granted to the Administrative Agent (for its benefit and the
ratable benefit of each other Secured Party) hereunder, and all obligations of
the Grantors hereunder, shall, in each case, be absolute, unconditional and
irrevocable irrespective of:


 


(a)           any
lack of validity, legality or enforceability of any Loan Document;


 


(b)           the
failure of any Secured Party (i) to assert any claim or demand or to
enforce any right or remedy against any Obligor or any other Person (including
any other Grantor) under the provisions of any Loan Document or otherwise, or (ii)
to exercise any right or remedy against any other guarantor (including any
other Grantor) of, or collateral securing, any Obligations;


 

















 


(c)           any
change in the time, manner or place of payment of, or in any other term of, all
or any part of the Obligations, or any other extension, compromise or renewal
of any Obligations;


 


(d)           any
reduction, limitation, impairment or termination of any Obligations for any
reason, including any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to (and each Grantor hereby waives any
right to or claim of) any defense or setoff, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality, nongenuineness,
irregularity, compromise, unenforceability of, or any other event or occurrence
affecting, any Obligations or otherwise;


 


(e)           any
amendment to, rescission, waiver, or other modification of, or any consent to
or departure from, any of the terms of any Loan Document;


 


(f)            any
addition, exchange or release of any Collateral or of any Person that is (or
will become) a Grantor (including the Grantors hereunder) of the Obligations,
or any surrender or non-perfection of any collateral, or any amendment to or
waiver or release or addition to, or consent to or departure from, any other guaranty
held by any Secured Party securing any of the Obligations; or


 


(g)           any
other circumstance which might otherwise constitute a defense available to, or
a legal or equitable discharge of, any Obligor, any surety or any guarantor.


 


SECTION 2.6.        Postponement of Subrogation. Each
Grantor agrees that, at any time prior to the Termination Date, it will not
exercise any rights against another Grantor which it may acquire by way of
rights of subrogation under any Loan Document to which it is a party. No
Grantor shall seek or be entitled to seek any contribution or reimbursement
from any Obligor, in respect of any payment made under any Loan Document or
otherwise, until following the Termination Date. Any amount paid to such
Grantor on account of any such subrogation rights prior to the Termination Date
shall be held in trust for the benefit of the Secured Parties and shall
immediately be paid and turned over to the Administrative Agent for the benefit
of the Secured Parties in the exact form received by such Grantor (duly
endorsed in favor of the Administrative Agent, if required), to be credited and
applied against the Obligations, whether matured or unmatured, in accordance
with Section 6.1; provided that if such Grantor has
made payment to the Secured Parties of all or any part of the Obligations and
the Termination Date has occurred, then at such Grantor’s request, the
Administrative Agent (on behalf of the Secured Parties) will, at the expense of
such Grantor, execute and deliver to such Grantor appropriate documents
(without recourse and without representation or warranty) necessary to evidence
the transfer by subrogation to such Grantor of an interest in the Obligations
resulting from such payment. In furtherance of the foregoing, at all times
prior to the Termination Date, such Grantor shall refrain from taking any
action or commencing any proceeding against any Obligor (or its successors or
assigns, whether in connection with a bankruptcy proceeding or otherwise) to
recover any amounts in respect of payments made under this Security Agreement
to any Secured Party.


 

















 


ARTICLE III

REPRESENTATIONS AND WARRANTIES


 


In
order to induce the Secured Parties to enter into the Credit Agreement and make
Credit Extensions thereunder, and to induce the Secured Parties to enter into
Rate Protection Agreements, the Grantors represent and warrant to each Secured
Party as set forth below.


 


SECTION 3.1.        As to Capital Securities of the
Subsidiaries, Investment Property.


 


(a)           With respect to any
direct Subsidiary of any Grantor that is


 


(i)            a
corporation, business trust, joint stock company or similar Person, all Capital
Securities issued by such Subsidiary is duly authorized and validly issued,
fully paid and non-assessable, and represented by a certificate;


 


(ii)           a
limited liability company, the Organic Documents of such Subsidiary expressly
provide that all Capital Securities issued by such Subsidiary are securities
governed by Article 8 of the UCC as in effect in the jurisdiction of
formation of such Subsidiary, and all Capital Securities issued by such
Subsidiary are represented by a certificated security that has been delivered
to the Administrative Agent; and


 


(iii)          a
partnership, no Capital Securities issued by such Subsidiary  (A) is
dealt in or traded on securities exchanges or in securities markets, (B) expressly
provides that such Capital Securities is a security governed by Article 8
of the UCC as in effect in the jurisdiction of formation of such Subsidiary or (C) is
held in a Securities Account, except, with respect to this clause (a)(ii),
Capital Securities (x) for which the Administrative Agent is the
registered owner or (y) with respect to which the issuer has agreed in an
authenticated record with such Grantor and the Administrative Agent to comply
with any instructions of the Administrative Agent without the consent of such
Grantor.


 


(b)           Each Grantor has
delivered all Certificated Securities constituting Collateral held by such
Grantor on the Closing Date to the Administrative Agent, together with duly
executed undated blank stock powers, or other equivalent instruments of
transfer acceptable to the Administrative Agent.


 


(c)           With respect to
Uncertificated Securities constituting Collateral owned by any Grantor, such
Grantor has caused the issuer thereof either to (i) register the
Administrative Agent as the registered owner of such security or (ii) agree
in an authenticated record with such Grantor and the Administrative Agent that
such issuer will comply with instructions with respect to such security
originated by the Administrative Agent without further consent of such Grantor.


 


(d)           The percentage of
the issued and outstanding Capital Securities of each Subsidiary pledged by
each Grantor hereunder is as set forth on Schedule I.


 

















 


SECTION 3.2.        Grantor Name, Location, etc.


 


(a)           The
jurisdiction in which each Grantor is located for purposes of Sections 9-301
and 9-307 of the UCC is set forth in Item A of Schedule II.


 


(b)           Each
location a secured party would have filed a UCC financing statement in the five
years prior to the date hereof to perfect a security interest in Equipment,
Inventory and General Intangibles owned by such Grantor is set forth in Item
B of Schedule II.


 


(c)           The
Grantors do not have any trade names other than those set forth in Item C
of Schedule II hereto.


 


(d)           During
the four months preceding the date hereof, no Grantor has been known by any
legal name different from the one set forth on the signature page hereto,
nor has such Grantor been the subject of any merger or other corporate
reorganization, except as set forth in Item D of Schedule II
hereto.


 


(e)           Each
Grantor’s federal taxpayer identification number is (and, during the four
months preceding the date hereof, such Grantor has not had a federal taxpayer
identification number different from that) set forth in Item E of Schedule II
hereto.


 


(f)            No
Grantor is a party to any federal, state or local government contract except as
set forth in Item F of Schedule II hereto.


 


(g)           No
Grantor maintains any Deposit Accounts, Securities Accounts or Commodity
Accounts with any Person, in each case, except as set forth on Item G of
Schedule II.


 


(h)           No
Grantor is the beneficiary of any Letters of Credit, except as set forth on Item
H of Schedule II.


 


(i)            No
Grantor has Commercial Tort Claims (x) in which a suit has been filed by
such Grantor and (y) where the amount of damages reasonably expected to be
claimed exceeds $500,000, except as set forth on Item I of Schedule
II.


 


(j)            The
name set forth on the signature page attached hereto is the true and
correct legal name (as defined in the UCC) of each Grantor.


 


(k)           Each
Grantor has obtained a legal, valid and enforceable consent of each issuer of
any Letter of Credit to the assignment of the Proceeds of such Letter of Credit
to the Administrative Agent and no Grantor has consented to, and is otherwise
aware of, any Person (other than the Administrative Agent pursuant hereto)
having control (within the meaning of Section 9-104 of the UCC) over, or
any other interest in any of such Grantor’s rights in respect thereof.


 


SECTION 3.3.        Ownership, No Liens, etc. Each
Grantor owns its Collateral free and clear of any Lien, except for any security
interest (a) created by this Security Agreement and (b)


 

















 


in
the case of Collateral other than the Capital Securities of each Subsidiary
pledged hereunder, that is a Permitted Lien. No effective UCC financing
statement or other filing similar in effect covering all or any part of the
Collateral is on file in any recording office, except those filed in favor of
the Administrative Agent relating to this Security Agreement, Permitted Liens
or as to which a duly authorized termination statement relating to such UCC
financing statement or other instrument has been delivered to the
Administrative Agent on the Closing Date.


 


SECTION 3.4.        Possession of Inventory, Control;
etc.


 


(a)           Each Grantor has,
and agrees that it will maintain, exclusive possession of its Documents,
Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment
and Inventory in transit in the ordinary course of business, (ii) Equipment
and Inventory that is in the possession or control of a warehouseman, bailee
agent or other Person (other than a Person controlled by or under common
control with the) that has been notified of the security interest created in
favor of the Secured Parties pursuant to this Security Agreement, and has
authenticated a record acknowledging that it holds possession of such
Collateral for the Secured Parties’ benefit and waives any Lien held by it
against such Collateral, and (iii) Instruments or Promissory Notes that have
been delivered to the Administrative Agent pursuant to Section 3.5.
In the case of Equipment or Inventory described in clause (ii) above,
no lessor or warehouseman of any premises or warehouse upon or in which such
Equipment or Inventory is located has (i) issued any warehouse receipt or
other receipt in the nature of a warehouse receipt in respect of any such
Equipment or Inventory, (ii) issued any Document for any such Equipment or
Inventory, (iii) received notification of any Secured Party’s interest
(other than the security interest granted hereunder) in any such Equipment or
Inventory or (iv) any Lien on any such Equipment or Inventory.


 


(b)           Each Grantor is the
sole entitlement holder of its Accounts and no other Person (other than the
Administrative Agent pursuant to this Security Agreement or any other Person
with respect to Permitted Liens) has control or possession of, or any other
interest in, any of its Accounts or any other securities or property credited
thereto.


 


SECTION 3.5.        Negotiable Documents, Instruments and
Chattel Paper. Each Grantor has delivered to the Administrative Agent
possession of all originals of all Documents, Instruments, Promissory Notes,
and tangible Chattel Paper owned or held by such Grantor on the Closing Date,
which individually or in the aggregate have either a book value or a fair
market value in excess of $100,000.


 


SECTION 3.6.        Intellectual Property Collateral.
Except as disclosed on Schedules III through V, with respect to
any Intellectual Property Collateral material to the business of such Grantor:


 


(a)           such Intellectual
Property Collateral is valid, subsisting, unexpired and enforceable and has not
been abandoned or adjudged invalid or unenforceable, in whole or in part except
as could not reasonably be expected to have a Material Adverse Effect;


 

















 


(b)           such Grantor is the
sole and exclusive owner of the entire and unencumbered right, title and
interest in and to (or has a valid license to use) such Intellectual Property
Collateral and no claim has been made that the use of such Intellectual
Property Collateral does or may, conflict with, infringe, misappropriate,
dilute, misuse or otherwise violate any of the rights of any third party;


 


(c)           to the extent such
Intellectual Property Collateral is registered, such Grantor has made all
necessary filings and recordations to protect its interest in such Intellectual
Property Collateral, including recordations of all of its interests in the
Patent Collateral and Trademark Collateral in the United States Patent and
Trademark Office and in corresponding offices throughout the world, and its
claims to the Copyright Collateral in the United States Copyright Office and in
corresponding offices throughout the world, and, to the extent necessary, has
used proper statutory notice in connection with its use of any material patent,
Trademark and copyright in any of the Intellectual Property Collateral;


 


(d)           such Grantor has
taken all reasonable steps to safeguard its Trade Secrets and to its knowledge (A) none
of the Trade Secrets of such Grantor has been used, divulged, disclosed or
appropriated for the benefit of any other Person other than such Grantor; (B) no
employee, independent contractor or agent of such Grantor has misappropriated
any Trade Secrets of any other Person in the course of the performance of his
or her duties as an employee, independent contractor or agent of such Grantor;
and (C) no employee, independent contractor or agent of such Grantor is in
default or breach of any term of any employment agreement, non-disclosure
agreement, assignment of inventions agreement or similar agreement or contract
relating in any way to the protection, ownership, development, use or transfer
of such Grantor’s Intellectual Property Collateral;


 


(e)           to such Grantor’s
knowledge, no third party is infringing upon any Intellectual Property
Collateral owned or used by such Grantor in any material respect, or any of its
respective licensees;


 


(f)            no settlement or
consents, covenants not to sue, nonassertion assurances, or releases have been
entered into by such Grantor or to which such Grantor is bound that adversely
affects its rights to own or use any Intellectual Property Collateral except as
would not have a Material Adverse Effect;


 


(g)           such Grantor has not
made a previous assignment, sale, transfer or agreement constituting a present
or future assignment, sale or transfer of any Intellectual Property Collateral
for purposes of granting a security interest (other than a Permitted Lien) that
has not been terminated or released


 


(h)           such Grantor has
executed and delivered to the Administrative Agent, Intellectual Property
Collateral security agreements for all copyrights, patents and Trademarks owned
by such Grantor, including all copyrights, patents and trademarks on Schedule
III through V (as such schedules may be amended or supplemented from
time to time);


 

















 


(i)            such Grantor uses
adequate standards of quality in the manufacture, distribution, and sale of all
products sold and in the provision of all services rendered under or in
connection with all Trademarks and has taken all commercially reasonable action
necessary to insure that all licensees of the Trademarks owned by such Grantor
use such adequate standards of quality;


 


(j)            the consummation of
the transactions contemplated by the Credit Agreement and this Security
Agreement will not result in the termination or material impairment of any of
the Intellectual Property Collateral; and


 


(k)           such Grantor owns
directly or is entitled to use by license or otherwise, all Patents,
Trademarks, Trade Secrets, Copyrights, mask works, licenses, technology,
know-how, processes and rights with respect to any of the foregoing used in,
necessary for or of importance to the conduct of such Grantor’s business.


 


SECTION 3.7.        Validity, etc.


 


(a)           This Security
Agreement creates a valid security interest in the Collateral securing the
payment of the Obligations.


 


(b)           Each Grantor has
filed or caused to be filed all UCC-1 financing statements in the filing office
for each Grantor’s jurisdiction of organization listed in Item A of Schedule
II (collectively, the “Filing Statements”) (or has authenticated and
delivered to the Administrative Agent the Filing Statements suitable for filing
in such offices) and has taken all other:


 


(i)            actions
necessary to obtain control of the Collateral as provided in Sections 9-104,
9-105, 9-106 and 9-107 of the UCC; and


 


(ii)           actions
necessary to perfect the Administrative Agent’s security interest with respect
to any Collateral evidenced by a Certificate of Title.


 


(c)           Upon the filing of
the Filing Statements with the appropriate agencies therefor the security
interests created under this Security Agreement shall constitute a perfected
security interest in the Collateral described on such Filing Statements in
favor of the Administrative Agent on behalf of the Secured Parties to the
extent that a security interest therein may be perfected by filing pursuant to
the relevant UCC, prior to all other Liens, except for Permitted Liens (in
which case such security interest shall be second in priority of right only to
the Permitted Liens until the obligations secured by such Permitted Liens have
been satisfied).


 


SECTION 3.8.        Authorization, Approval, etc.
Except as have been obtained or made and are in full force and effect, no
authorization, approval or other action by, and no notice to or filing with,
any Governmental Authority or any other third party is required either


 

















 


(a)           for the grant by the
Grantors of the security interest granted hereby or for the execution, delivery
and performance of this Security Agreement by the Grantors;


 


(b)           for the perfection
or maintenance of the security interests hereunder including the first priority
(subject to Permitted Liens) nature of such security interest (except with
respect to the Filing Statements or, with respect to Intellectual Property
Collateral, the recordation of any agreements with the U. S. Patent and
Trademark Office or the U.S. Copyright Office) or the exercise by the
Administrative Agent of its rights and remedies hereunder; or


 


(c)           for the exercise by
the Administrative Agent of the voting or other rights provided for in this
Security Agreement, or, except (i) with respect to any securities issued
by a Subsidiary of the Grantors, as may be required in connection with a
disposition of such securities by laws affecting the offering and sale of
securities generally, the remedies in respect of the Collateral pursuant to
this Security Agreement and (ii) any “change of control” or similar
filings required by state licensing agencies.


 


SECTION 3.9.        Best Interests. It is in the best
interests of each Grantor that is a Subsidiary of a Borrower to execute this
Security Agreement inasmuch as such Grantor will, as a result of being a
Subsidiary of a Borrower, derive substantial direct and indirect benefits from
the Credit Extensions made from time to time to such Borrower by the Lenders
and the Issuers pursuant to the Credit Agreement and the execution and delivery
of Rate Protection Agreements between the Borrower, other Obligors and certain
Secured Parties, and each Grantor agrees that the Secured Parties are relying
on this representation in agreeing to make Credit Extensions to the Borrowers.


 


ARTICLE IV

COVENANTS


 


Each
Grantor covenants and agrees that, until the Termination Date, such Grantor
will perform, comply with and be bound by the obligations set forth below.


 


SECTION 4.1.        As to Investment Property, etc.


 


SECTION 4.1.1.     Capital Securities of Subsidiaries.
No Grantor will allow any of its Subsidiaries:


 


(a)           that is a
corporation, business trust, joint stock company or similar Person, to issue
Uncertificated Securities;


 


(b)           a limited liability
company, to fail to provide in its Organic Documents that its Capital
Securities are securities governed by Article 8 of the UCC as in effect in
the jurisdiction of formation of such Subsidiary, or to issue Capital
Securities that are Uncertificated Securities;


 














 


(c)                                  that is a
partnership, to (i) issue Capital Securities that are to be dealt in or
traded on securities exchanges or in securities markets, (ii) expressly
provide in its Organic Documents that its Capital Securities are securities
governed by Article 8 of the UCC as in effect in the jurisdiction of
formation of such Subsidiary, or (iii) place such Subsidiary’s Capital
Securities in a Securities Account; and


 


(d)                                 to issue
Capital Securities (subject to the terms of the Credit Agreement) in addition
to or in substitution for the Capital Securities pledged hereunder, except to
such Grantor (and such Capital Securities are immediately pledged and delivered
to the Administrative Agent pursuant to the terms of this Security Agreement).


 


SECTION 4.1.2.              Investment Property (other
than Certificated Securities).


 


(a)                                  With respect to
any Deposit Accounts, Securities Accounts, Commodity Accounts, Commodity
Contracts or Security Entitlements constituting Investment Property owned or
held by any Grantor, such Grantor will cause the intermediary maintaining such
Investment Property to execute a Control Agreement relating to such Investment
Property pursuant to which such intermediary agrees to comply with the
Administrative Agent’s instructions with respect to such Investment Property
without further consent by such Grantor.


 


(b)                                 With respect to
any Uncertificated Securities (other than Uncertificated Securities credited to
a Securities Account) constituting Investment Property owned or held by any
Grantor, such Grantor will cause the issuer of such securities to either (i) register
the Administrative Agent as the registered owner thereof on the books and
records of the issuer or (ii) execute a Control Agreement relating to such
Investment Property pursuant to which the issuer agrees to comply with the
Administrative Agent’s instructions with respect to such Uncertificated
Securities without further consent by such Grantor.


 


SECTION 4.1.3.              Certificated Securities
(Stock Powers). Each Grantor agrees that all Certificated Securities,
including the Capital Securities delivered by such Grantor pursuant to this
Security Agreement, will be accompanied by duly executed undated blank stock
powers, or other equivalent instruments of transfer reasonably acceptable to
the Administrative Agent.


 


SECTION 4.1.4.              Continuous Pledge. Each Grantor
will (subject to the terms of the Credit Agreement) deliver to the
Administrative Agent (in accordance with the terms of this Section 4.1.4)
at all times keep pledged to the Administrative Agent pursuant hereto, on a
first-priority, perfected basis all Investment Property, all Dividends and
Distributions with respect thereto, all Payment Intangibles to the extent they
are evidenced by a Document, Instrument, Promissory Note or Chattel Paper, and
all interest and principal with respect to such Payment Intangibles, and all
Proceeds and rights from time to time received by or distributable to such
Grantor in respect of any of the foregoing Collateral. Each Grantor agrees that
it will, promptly following receipt thereof, deliver to the Administrative
Agent possession of all originals of negotiable Promissory Notes that it
acquires following the Closing Date, which individually have either a book
value or a fair market value in excess of $250,000 or in the aggregate with all
other such Promissory Notes that have not yet been delivered to the


 

















 


Administrative
Agent have either a book value or a fair market value in excess of $500,000. Each
Grantor agrees that it will, promptly following receipt thereof, deliver to the
Administrative Agent possession of all originals of negotiable Instruments
(other than Promissory Notes) and Chattel Paper that it acquires following the
Closing Date, which individually have either a book value or a fair market
value in excess of $250,000 or in the aggregate with all other such Instruments
or Chattel Paper that have not yet been delivered to the Administrative Agent
have either a book value or a fair market value in excess of $500,000. Each
Grantor agrees that it will, promptly following receipt thereof, deliver to the
Administrative Agent possession of all originals of negotiable Documents that
it acquires following the Closing Date, which individually have either a book
value or a fair market value in excess of $250,000.


 


SECTION 4.1.5.         Voting Rights; Dividends,
etc. Each Grantor agrees:


 


(a)                             promptly upon receipt of
notice of the occurrence and continuance of a Specified Default from the
Administrative Agent and upon notice to such Grantor therefor by the
Administrative Agent, so long as such Specified Default shall continue, to
deliver (properly endorsed where required hereby or requested by the
Administrative Agent) to the Administrative Agent all Dividends and
Distributions with respect to Investment Property, all interest, principal,
other cash payments on Payment Intangibles, and all Proceeds of the Collateral,
in each case thereafter received by such Grantor, all of which shall be held by
the Administrative Agent as additional Collateral; and


 


(b)                            with respect to Collateral
consisting of general partner interests or limited liability company interests,
to promptly modify its Organic Documents to admit the Administrative Agent as a
general partner or member, as applicable, immediately upon the occurrence and
continuance of a Specified Default and so long as the Administrative Agent has
notified such Grantor of the Administrative Agent’s intention to exercise its
voting power under this clause,


 


(i)                           that the Administrative
Agent may exercise (to the exclusion of such Grantor) the voting power and all
other incidental rights of ownership with respect to any Investment Property
constituting Collateral and such Grantor hereby grants the Administrative Agent
an irrevocable proxy, exercisable under such circumstances, to vote such Investment
Property; and


 


(ii)                        to promptly deliver to the
Administrative Agent such additional proxies and other documents as may be
necessary to allow the Administrative Agent to exercise such voting power.


 


All
dividends, Distributions, interest, principal, cash payments, Payment
Intangibles and Proceeds that may at any time and from time to time be held by
such Grantor, but which such Grantor is then obligated to deliver to the
Administrative Agent, shall, until delivery to the Administrative Agent, be held
by such Grantor separate and apart from its other property in trust for the
Administrative Agent. The Administrative Agent agrees that unless a Specified
Default shall have occurred and be continuing and the Administrative Agent
shall have given the notice referred to in clause (b), such Grantor will
have the exclusive voting power with respect to any Investment Property
constituting Collateral and the Administrative Agent will, upon the written


 

















 


request
of such Grantor, promptly deliver such proxies and other documents, if any, as
shall be reasonably requested by such Grantor which are necessary to allow such
Grantor to exercise that voting power; provided that no vote shall be
cast, or consent, waiver, or ratification given, or action taken by such Grantor
that would materially impair any such Collateral or be inconsistent with or
violate any provision of any Loan Document.


 


SECTION 4.2.                       Change of Name,
etc. No Grantor will change its name or place of incorporation or
organization or federal taxpayer identification number except upon five days’
prior written notice to the Administrative Agent.


 


SECTION 4.3.                       As to Accounts.


 


(a)                                  Each Grantor
shall have the right to collect all Accounts so long as no Specified Default
shall have occurred and be continuing.


 


(b)                                 Upon (i) the
occurrence and continuance of a Specified Default and (ii) the delivery of
notice by the Administrative Agent to each Grantor, all Proceeds of Collateral
received by such Grantor shall be delivered in kind to the Administrative Agent
for deposit in a Deposit Account of such Grantor maintained with the
Administrative Agent (together with any other Accounts pursuant to which any
portion of the Collateral is deposited with the Administrative Agent, the “Collateral
Accounts”), and such Grantor shall not commingle any such Proceeds, and
shall hold separate and apart from all other property, all such Proceeds in
express trust for the benefit of the Administrative Agent until delivery
thereof is made to the Administrative Agent.


 


(c)                                  Following the
delivery of notice pursuant to clause (b)(ii), the Administrative Agent
shall have the right to apply any amount in the Collateral Account to the
payment of any Obligations which are due and payable.


 


(d)                                 With respect to
each of the Collateral Accounts, it is hereby confirmed and agreed that (i) deposits
in such Collateral Account are subject to a security interest as contemplated
hereby, (ii) such Collateral Account shall be under the control of the
Administrative Agent and (iii) the Administrative Agent shall have the
sole right of withdrawal over such Collateral Account.


 


SECTION 4.4.                       As to Grantors’
Use of Collateral.


 


(a)                                  Subject to clause
(b), each Grantor (i) may in the ordinary course of its business, at
its own expense, sell, lease or furnish under the contracts of service any of
the Inventory normally held by such Grantor for such purpose, and use and
consume, in the ordinary course of its business, any raw materials, work in
process or materials normally held by such Grantor for such purpose, (ii) will,
at its own expense, endeavor to collect, as and when due, all amounts due with
respect to any of the Collateral, including the taking of such action with
respect to such collection as the Administrative Agent may request following
the occurrence of a Specified Default or, in the absence of such request, as
such Grantor may deem advisable, and (iii) may grant, in the ordinary
course of business, to any party obligated on any of the Collateral, any
rebate, refund or allowance


 

















 


to
which such party may be lawfully entitled, and may accept, in connection
therewith, the return of Goods, the sale or lease of which shall have given
rise to such Collateral.


 


(b)                                 At any time
following the occurrence and during the continuance of a Specified Default,
whether before or after the maturity of any of the Obligations, the
Administrative Agent may (i) revoke any or all of the rights of each
Grantor set forth in clause (a), (ii) notify any parties obligated
on any of the Collateral to make payment to the Administrative Agent of any
amounts due or to become due thereunder and (iii) enforce collection of
any of the Collateral by suit or otherwise and surrender, release, or exchange
all or any part thereof, or compromise or extend or renew for any period
(whether or not longer than the original period) any indebtedness thereunder or
evidenced thereby.


 


(c)                                  Upon request of
the Administrative Agent following the occurrence and during the continuance of
a Specified Default, each Grantor will, at its own expense, notify any parties
obligated on any of the Collateral to make payment to the Administrative Agent
of any amounts due or to become due thereunder.


 


(d)                                 At any time
following the occurrence and during the continuation of a Specified Default,
the Administrative Agent may endorse, in the name of such Grantor, any item,
howsoever received by the Administrative Agent, representing any payment on or
other Proceeds of any of the Collateral.


 


SECTION 4.5.                  As to Intellectual Property
Collateral. Each Grantor covenants and agrees to comply with
the following provisions as such provisions relate to any Intellectual Property
Collateral material to the operations or business of such Grantor:


 


(a)                                  such Grantor
will not (i) do or fail to perform any act whereby any of the Patent Collateral
may lapse or become abandoned or dedicated to the public or unenforceable, (ii) permit
any of its licensees to (A) fail to continue to use any of the Trademark
Collateral in order to maintain all of the Trademark Collateral in full force
free from any claim of abandonment for non-use, (B) fail to maintain as in
the past the quality of products and services offered under all of the
Trademark Collateral, (C) fail to employ all of the Trademark Collateral
registered with any federal or state or foreign authority with an appropriate
notice of such registration, (D) adopt or use any other Trademark which is
confusingly similar or a colorable imitation of any of the Trademark
Collateral, (E) use any of the Trademark Collateral registered with any
federal, state or foreign authority except for the uses for which registration
or application for registration of all of the Trademark Collateral has been
made or (F) do or permit any act or knowingly omit to do any act whereby
any of the Trademark Collateral may lapse or become invalid or unenforceable,
or (iii) do or permit any act or knowingly omit to do any act whereby any
of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or
become invalid or unenforceable or placed in the public domain except upon
expiration of the end of an unrenewable term of a registration thereof, unless,
in the case of any of the foregoing requirements in clauses (i), (ii) and
(iii), such Grantor shall either (x) reasonably and in good faith
determine that any of such Intellectual Property Collateral is of negligible
economic value to such Grantor, or (y) the loss of the


 

















 


Intellectual
Property Collateral would not have a Material Adverse Effect on the business;


 


(b)                                 such Grantor
shall promptly notify the Administrative Agent if it knows, or has reason to
know, that any application or registration relating to any material item of the
Intellectual Property Collateral may become abandoned or dedicated to the
public or placed in the public domain or invalid or unenforceable, or of any
material adverse determination or development (including the institution of, or
any such determination or development in, any proceeding in the United States
Patent and Trademark Office, the United States Copyright Office or any foreign
counterpart thereof or any court) regarding such Grantor’s ownership of any of
the Intellectual Property Collateral material to the operations or business of
such Grantor, its right to register the same or to keep and maintain and
enforce the same;


 


(c)                                  in no event
will such Grantor or any of its agents, employees, designees or licensees file
an application for the registration of any Intellectual Property Collateral
with the United States Patent and Trademark Office, the United States Copyright
Office or any similar office or agency in any other country or any political
subdivision thereof, unless it promptly informs the Administrative Agent, and
upon request of the Administrative Agent (subject to the terms of the Credit
Agreement), executes and delivers all agreements, instruments and documents as
the Administrative Agent may request to evidence the Administrative Agent’s
security interest in such Intellectual Property Collateral;


 


(d)                                 such Grantor
will take all necessary steps, including in any proceeding before the United
States Patent and Trademark Office, the United States Copyright Office or
(subject to the terms of the Credit Agreement) any similar office or agency in
any other country or any political subdivision thereof, to maintain and pursue
any application (and to obtain the relevant registration) filed with respect
to, and to maintain any registration of, the Intellectual Property Collateral,
including the filing of applications for renewal, affidavits of use, affidavits
of incontestability and opposition, interference and cancellation proceedings
and the payment of fees and taxes (except to the extent that dedication,
abandonment or invalidation is permitted under the foregoing clause (a) or
(b)); and


 


(e)                                  such Grantor
will promptly (but no less than quarterly) execute and deliver to the
Administrative Agent (as applicable) a Patent Security Agreement, Trademark
Security Agreement and/or Copyright Security Agreement, as the case may be, in
the forms of Exhibit A, Exhibit B and Exhibit C
hereto following its obtaining an interest in any such Intellectual Property,
and shall execute and deliver to the Administrative Agent any other document
required to acknowledge or register or perfect the Administrative Agent’s
interest in any part of such item of Intellectual Property Collateral unless
such Grantor shall determine in good faith (with the consent of the
Administrative Agent) that any Intellectual Property Collateral is of
immaterial economic value to such Grantor.


 

















 


SECTION 4.6.                  As to Letter-of-Credit
Rights.


 


(a)                                  Each Grantor,
by granting a security interest in its Letter-of-Credit Rights to the
Administrative Agent, intends to (and hereby does) collaterally assign to the
Administrative Agent its rights (including its contingent rights) to the Proceeds
of all Letter-of-Credit Rights of which it is or hereafter becomes a
beneficiary or assignee. Such Grantor will promptly use its best efforts to
cause the issuer of each Letter of Credit and each nominated person (if any)
with respect thereto to consent to such assignment of the Proceeds thereof in a
consent agreement in form and substance satisfactory to the Administrative
Agent and deliver written evidence of such consent to the Administrative Agent.


 


(b)                                 Upon the
occurrence of a Specified Default, such Grantor will, promptly upon request by
the Administrative Agent, (i) notify (and such Grantor hereby authorizes
the Administrative Agent to notify) the issuer and each nominated person with
respect to each of the Letters of Credit that the Proceeds thereof have been
assigned to the Administrative Agent hereunder and any payments due or to
become due in respect thereof are to be made directly to the Administrative
Agent and (ii) arrange for the Administrative Agent to become the
transferee beneficiary Letter of Credit.


 


SECTION 4.7.                       As to
Commercial Tort Claims. Each Grantor covenants and agrees that,
until the payment in full of the Obligations and termination of all
Commitments, with respect to any Commercial Tort Claim in excess of $500,000
individually or in the aggregate hereafter arising, it shall deliver to the
Administrative Agent a supplement in form and substance satisfactory to the
Administrative Agent, together with all supplements to schedules thereto
identifying such new Commercial Tort Claims.


 


SECTION 4.8.                       Electronic
Chattel Paper and Transferable Records. If any Grantor at any time
holds or acquires an interest in any electronic chattel paper or any “transferable
record,” as that term is defined in Section 201 of the U.S. Federal
Electronic Signatures in Global and National Commerce Act, or in Section 16
of the U.S. Uniform Electronic Transactions Act as in effect in any relevant
jurisdiction, with a value in excess of $1,000,000, such Grantor shall promptly
notify the Administrative Agent thereof and, at the request of the
Administrative Agent, shall take such action as the Administrative Agent may
request to vest in the Administrative Agent control under Section 9-105 of
the U.C.C. of such electronic chattel paper or control under Section 201
of the Federal Electronic Signatures in Global and National Commerce Act or, as
the case may be, Section 16 of the Uniform Electronic Transactions Act, as
so in effect in such jurisdiction, of such transferable record. The
Administrative Agent agrees with such Grantor that the Administrative Agent
will arrange, pursuant to procedures satisfactory to the Administrative Agent
and so long as such procedures will not result in the Administrative Agent’s
loss of control, for the Grantor to make alterations to the electronic chattel
paper or transferable record permitted under Section 9-105 of the U.C.C.
or, as the case may be, Section 201 of the U.S. Federal Electronic
Signatures in Global and National Commerce Act or Section 16 of the U.S.
Uniform Electronic Transactions Act for a party in control to allow without
loss of control, unless an Event of Default has occurred and is continuing or
would occur after taking into account any action by such Grantor with respect
to such electronic chattel paper or transferable record.


 

















 


SECTION 4.9.                       Further Assurances, etc.  Each Grantor
agrees that, from time to time at its own expense, it will promptly execute and
deliver all further instruments and documents, and take all further action,
that may be necessary or that the Administrative Agent may request, in order to
perfect, preserve and protect any security interest granted or purported to be
granted hereby or to enable the Administrative Agent to exercise and enforce
its rights and remedies hereunder with respect to any Collateral. Without
limiting the generality of the foregoing, such Grantor will


 


(a)                                  from time to
time upon the request of the Administrative Agent, promptly deliver to the
Administrative Agent such stock powers, instruments and similar documents,
satisfactory in form and substance to the Administrative Agent, with respect to
such Collateral as the Administrative Agent may request and will, from time to
time upon the request of the Administrative Agent, after the occurrence and
during the continuance of any Specified Default, promptly transfer any
securities constituting Collateral into the name of any nominee designated by
the Administrative Agent; if any Collateral shall be evidenced by an
Instrument, negotiable Document, Promissory Note or tangible Chattel Paper,
deliver (in accordance with the terms of Section 4.1.4) and pledge to the Administrative Agent
hereunder such Instrument, negotiable Document, Promissory Note or tangible
Chattel Paper duly endorsed and accompanied by duly executed instruments of
transfer or assignment, all in form and substance satisfactory to the
Administrative Agent;


 


(b)                                 file (and
hereby authorize the Administrative Agent to file) such Filing Statements or
continuation statements, or amendments thereto, and such other instruments or
notices (including any assignment of claim form under or pursuant to the
federal assignment of claims statute, 31 U.S.C. § 3726, any successor or
amended version thereof or any regulation promulgated under or pursuant to any
version thereof), as may be necessary or that the Administrative Agent may
request in order to perfect and preserve the security interests and other
rights granted or purported to be granted to the Administrative Agent hereby;


 


(c)                                  deliver to the
Administrative Agent all Investment Property represented by a certificate and
and at all times keep pledged to the Administrative Agent pursuant hereto, on a
first-priority, perfected basis, at the request of the Administrative Agent,
all Investment Property constituting Collateral, all Dividends and
Distributions with respect thereto, and all interest and principal with respect
to Promissory Notes, and all Proceeds and rights from time to time received by
or distributable to such Grantor in respect of any of the foregoing Collateral;


 


(d)                                 not take or
omit to take any action the taking or the omission of which would result in any
material impairment or alteration of any obligation of the maker of any Payment
Intangible or other Instrument constituting Collateral, except as provided in Section 4.4;


 


(e)                                  not create any
tangible Chattel Paper without placing a legend on such tangible Chattel Paper
acceptable to the Administrative Agent indicating that the Administrative Agent
has a security interest in such Chattel Paper;


 

















 


(f)                                    furnish to the
Administrative Agent, from time to time at the Administrative Agent’s request,
statements and schedules further identifying and describing the Collateral and
such other reports in connection with the Collateral as the Administrative
Agent may reasonably request, all in reasonable detail; and


 


(g)                                 do all things
requested by the Administrative Agent in accordance with this Security
Agreement in order to enable the Administrative Agent to have and maintain
control over the Collateral consisting of Investment Property, Deposit
Accounts, Letter-of-Credit-Rights and Electronic Chattel Paper.


 


With
respect to the foregoing and the grant of the security interest hereunder, each
Grantor hereby authorizes the Administrative Agent to file one or more
financing or continuation statements, and amendments thereto, relative to all
or any part of the Collateral. Each Grantor agrees that a carbon, photographic
or other reproduction of this Security Agreement or any UCC financing statement
covering the Collateral or any part thereof shall be sufficient as a UCC
financing statement where permitted by law. Each Grantor hereby authorizes the
Administrative Agent to file financing statements describing as the collateral
covered thereby “all of the debtor’s personal property or assets” or words to
that effect, notwithstanding that such wording may be broader in scope than the
Collateral described in this Security Agreement.


 


SECTION 4.10.                 Deposit Accounts. At the request
of the Administrative Agent or the Required Lenders, such Grantor will maintain
all of its Deposit Accounts (other than with respect to the Egypt Collateral
Account, Sabre Communications Flexible Benefit Plan Account, and Sabre
Communications Health Plan Account) only with the Administrative Agent or with
any depositary institution that has entered into a Control Agreement in favor
of the Administrative Agent.


 


SECTION 4.11.                 Motor Vehicles. Upon the
occurrence and during the continuance of a Specified Default, at the request of
the Administrative Agent or the Required Lenders, such Grantor will deliver to
the Administrative Agent originals of the certificates of title or ownership
for the motor vehicles (and any other Equipment covered by certificates of
title or ownership) owned by it, with the Administrative Agent listed as
lienholder therein. Such requirement shall not apply if any such motor vehicle
(or any such other Equipment) is valued at less than $100,000.


 


SECTION 4.12.            No Intercompany
Indebtedness/Promissory Notes. Grantor agrees it will not
have any intercompany Indebtedness evidenced by an Instrument or Promissory
Note unless such Instrument or Promissory Note is delivered and pledged to the
Administrative Agent.


 


ARTICLE V

THE ADMINISTRATIVE AGENT


 


SECTION 5.1.                  Administrative Agent
Appointed Attorney-in-Fact. Each Grantor hereby
irrevocably appoints the Administrative Agent its attorney-in-fact, with full
authority in the place and stead of such Grantor and in the name of such
Grantor or otherwise, from time to time in the Administrative Agent’s
discretion, following the occurrence and during the continuance of a Specified
Default, to take any action and to execute any instrument which the
Administrative


 

















 


Agent
may deem necessary or advisable to accomplish the purposes of this Security
Agreement, including:


 


(a)                                  to ask, demand,
collect, sue for, recover, compromise, receive and give acquittance and
receipts for moneys due and to become due under or in respect of any of the
Collateral;


 


(b)                                 to receive,
endorse, and collect any drafts or other Instruments, Documents and Chattel
Paper, in connection with clause (a) above;


 


(c)                                  to file any
claims or take any action or institute any proceedings which the Administrative
Agent may deem necessary or desirable for the collection of any of the
Collateral or otherwise to enforce the rights of the Administrative Agent with
respect to any of the Collateral; and


 


(d)                                 to perform the
affirmative obligations of such Grantor hereunder.


 


Each
Grantor hereby acknowledges, consents and agrees that the power of attorney
granted pursuant to this Section is irrevocable and coupled with an
interest.


 


SECTION 5.2.                       Administrative Agent May Perform. If any
Grantor fails to perform any agreement contained herein within ten Business
Days (or such other longer period of time as the Administrative Agent shall
agree) after the earlier of (a) receiving notice thereof and (b) the
date on which any Obligor has knowledge of such default, the Administrative
Agent may itself perform, or cause performance of, such agreement, and the
expenses of the Administrative Agent incurred in connection therewith shall be
payable by such Grantor pursuant to Section 10.3 of the Credit Agreement.


 


SECTION 5.3.                  Administrative Agent Has No
Duty. The powers conferred on the Administrative Agent hereunder are solely
to protect its interest (on behalf of the Secured Parties) in the Collateral
and shall not impose any duty on it to exercise any such powers. Except for
reasonable care of any Collateral in its possession and the accounting for
moneys actually received by it hereunder, the Administrative Agent shall have
no duty as to any Collateral or responsibility for


 


(a)                                  ascertaining or
taking action with respect to calls, conversions, exchanges, maturities,
tenders or other matters relative to any Investment Property, whether or not
the Administrative Agent has or is deemed to have knowledge of such matters, or


 


(b)                                 taking any
necessary steps to preserve rights against prior parties or any other rights
pertaining to any Collateral.


 


SECTION 5.4.                  Reasonable Care. The Administrative
Agent is required to exercise reasonable care in the custody and preservation
of any of the Collateral in its possession; provided that the
Administrative Agent shall be deemed to have exercised reasonable care in the
custody and preservation of any of the Collateral, if it takes such action for
that purpose as each Grantor reasonably requests in writing at times other than
upon the occurrence and during the


 

















 


continuance
of any Specified Default, but failure of the Administrative Agent to comply
with any such request at any time shall not in itself be deemed a failure to
exercise reasonable care.


 


ARTICLE VI

REMEDIES


 


SECTION 6.1.                       Certain
Remedies. If any Specified Default shall have occurred and
be continuing:


 


(a)                                  The
Administrative Agent may exercise in respect of the Collateral, in addition to
other rights and remedies provided for herein or otherwise available to it, all
the rights and remedies of a Secured Party on default under the UCC (whether or
not the UCC applies to the affected Collateral) and also may


 


(i)                                take possession of any
Collateral not already in its possession without demand and without legal
process;


 


(ii)                             require each Grantor to, and
each Grantor hereby agrees that it will, at its expense and upon request of the
Administrative Agent forthwith, assemble all or part of the Collateral as
directed by the Administrative Agent and make it available to the
Administrative Agent at a place to be designated by the Administrative Agent
that is reasonably convenient to both parties,


 


(iii)                          enter onto the property
where any Collateral is located and take possession thereof without demand and
without legal process;


 


(iv)                         without notice except as
specified below, lease, license, sell or otherwise dispose of the Collateral or
any part thereof in one or more parcels at public or private sale, at any of
the Administrative Agent’s offices or elsewhere, for cash, on credit or for
future delivery, and upon such other terms as the Administrative Agent may deem
commercially reasonable. Each Grantor agrees that, to the extent notice of sale
shall be required by law, at least ten days’ prior notice to such Grantor of
the time and place of any public sale or the time after which any private sale
is to be made shall constitute reasonable notification. The Administrative
Agent shall not be obligated to make any sale of Collateral regardless of
notice of sale having been given. The Administrative Agent may adjourn any
public or private sale from time to time by announcement at the time and place
fixed therefor, and such sale may, without further notice, be made at the time
and place to which it was so adjourned.


 


(b)                                 All cash
Proceeds received by the Administrative Agent in respect of any sale of,
collection from, or other realization upon, all or any part of the Collateral
shall be applied by the Administrative Agent against, all or any part of the
Obligations as set forth in Section 4.7 of the Credit Agreement.


 


(c)                                  The
Administrative Agent may


 














 


(i)                                transfer all or any part of
the Collateral into the name of the Administrative Agent or its nominee, with
or without disclosing that such Collateral is subject to the Lien hereunder,


 


(ii)                             notify the parties obligated
on any of the Collateral to make payment to the Administrative Agent of any
amount due or to become due thereunder,


 


(iii)                          withdraw, or cause or direct
the withdrawal, of all funds with respect to the Collateral Account;


 


(iv)                         enforce collection of any of
the Collateral by suit or otherwise, and surrender, release or exchange all or
any part thereof, or compromise or extend or renew for any period (whether or
not longer than the original period) any obligations of any nature of any party
with respect thereto,


 


(v)                            endorse any checks, drafts,
or other writings in any Grantor’s name to allow collection of the Collateral,


 


(vi)                         take control of any Proceeds
of the Collateral, and


 


(vii)                      execute (in the name, place
and stead of any Grantor) endorsements, assignments, stock powers and other
instruments of conveyance or transfer with respect to all or any of the
Collateral.


 


SECTION 6.2.                       Securities Laws. If the
Administrative Agent shall determine to exercise its right to sell all or any
of the Collateral that are Capital Securities pursuant to Section 6.1,
each Grantor agrees that, upon request of the Administrative Agent, each
Grantor will, at its own expense:


 


(a)                                  execute and
deliver, and cause each issuer (that is a Subsidiary) of the Collateral
contemplated to be sold and the directors and officers thereof to execute and
deliver, all such instruments and documents, and do or cause to be done all
such other acts and things, as may be necessary or, in the opinion of the
Administrative Agent, advisable to register such Collateral under the provisions
of the Securities Act of 1933, as from time to time amended (the “Securities
Act”), and cause the registration statement relating thereto to become
effective and to remain effective for such period as prospectuses are required
by law to be furnished, and to make all amendments and supplements thereto and
to the related prospectus which, in the opinion of the Administrative Agent,
are necessary or advisable, all in conformity with the requirements of the
Securities Act and the rules and regulations of the SEC applicable
thereto;


 


(b)                                 use its best
efforts to exempt the Collateral under the state securities or “Blue Sky” laws
and to obtain all necessary governmental approvals for the sale of the
Collateral, as requested by the Administrative Agent;


 

















 


(c)                                  cause each such
issuer to make available to its security holders, as soon as practicable, an
earnings statement that will satisfy the provisions of Section 11(a) of
the Securities Act; and


 


(d)                                 do or cause to
be done all such other acts and things as may be necessary to make such sale of
the Collateral or any part thereof valid and binding and in compliance with
applicable law.


 


(e)                                  Each Grantor
acknowledges the impossibility of ascertaining the amount of damages that would
be suffered by the Administrative Agent or the Secured Parties by reason of the
failure by such Grantor to perform any of the covenants contained in this Section and
consequently agrees that, if such Grantor shall fail to perform any of such
covenants, it shall pay, as liquidated damages and not as a penalty, an amount
equal to the value (as determined by the Administrative Agent) of such
Collateral on the date the Administrative Agent shall demand compliance with
this Section.


 


SECTION 6.3.                       Compliance with
Restrictions. Each Grantor agrees that in any sale of any of the
Collateral whenever a Specified Default shall have occurred and be continuing,
the Administrative Agent is hereby authorized to comply with any limitation or
restriction in connection with such sale as it may be advised by counsel is
necessary in order to avoid any violation of applicable law (including
compliance with such procedures as may restrict the number of prospective
bidders and purchasers, require that such prospective bidders and purchasers
have certain qualifications, and restrict such prospective bidders and
purchasers to Persons who will represent and agree that they are purchasing for
their own account for investment and not with a view to the distribution or
resale of such Collateral), or in order to obtain any required approval of the
sale or of the purchaser by any Governmental Authority or official, and such
Grantor further agrees that such compliance shall not result in such sale being
considered or deemed not to have been made in a commercially reasonable manner,
nor shall the Administrative Agent be liable nor accountable to such Grantor
for any discount allowed by the reason of the fact that such Collateral is sold
in compliance with any such limitation or restriction.


 


SECTION 6.4.                       Protection of
Collateral. The Administrative Agent may from time to time, at
its option, perform any act which any Grantor fails to perform after being
requested in writing so to perform (it being understood that no such request
need be given after the occurrence and during the continuance of a Specified
Default) and the Administrative Agent may from time to time take any other
action which the Administrative Agent deems necessary for the maintenance,
preservation or protection of any of the Collateral or of its security interest
therein.


 


ARTICLE VII

MISCELLANEOUS PROVISIONS


 


SECTION 7.1.                       Loan Document. This Security
Agreement is a Loan Document executed pursuant to the Credit Agreement and
shall (unless otherwise expressly indicated herein) be construed, administered
and applied in accordance with the terms and provisions thereof, including Article X
thereof.


 

















 


SECTION 7.2.                       Binding on
Successors, Transferees and Assigns; Assignment. This Security Agreement
shall remain in full force and effect until the Termination Date has occurred,
shall be binding upon the Grantors and their successors, transferees and
assigns and shall inure to the benefit of and be enforceable by each Secured
Party and its successors, transferees and assigns; provided that no
Grantor may (unless otherwise permitted under the terms of the Credit Agreement
or this Security Agreement) assign any of its obligations hereunder without the
prior written consent of all Lenders.


 


SECTION 7.3.                       Amendments, etc. No amendment
to or waiver of any provision of this Security Agreement, nor consent to any
departure by any Grantor from its obligations under this Security Agreement,
shall in any event be effective unless the same shall be in writing and signed
by the Administrative Agent (on behalf of the Lenders or the Required Lenders,
as the case may be, pursuant to Section 10.1 of the Credit Agreement) and
the Grantors and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.


 


SECTION 7.4.                       Notices. All notices
and other communications provided for hereunder shall be in writing or by
facsimile and addressed, delivered or transmitted to the appropriate party at
the address or facsimile number of such party specified in the Credit Agreement
or at such other address or facsimile number as may be designated by such party
in a notice to the other party. Any notice or other communication, if mailed
and properly addressed with postage prepaid or if properly addressed and sent
by pre-paid courier service, shall be deemed given when received; any such
notice or other communication, if transmitted by facsimile, shall be deemed
given when transmitted and electronically confirmed.


 


SECTION 7.5.                       Release of Liens. Upon (a) the
Disposition of Collateral in accordance with the Credit Agreement or (b) the
occurrence of the Termination Date, the security interests granted herein shall
automatically terminate with respect to (i) such Collateral (in the case
of clause (a)) or (ii) all Collateral (in the case of clause (b)).
In addition, at the request of the Borrowers, and at the sole expense of the
Borrowers, a Grantor shall be released from its obligations hereunder in the
event that the Capital Securities of such Grantor are Disposed of in a
transaction permitted by the Credit Agreement; provided, that the
Borrowers shall have delivered to the Administrative Agent, at least three
Business Days prior to the date of the proposed release, a written request for
release identifying the relevant Grantor and a certification by the Borrowers
stating that such transaction is in compliance with the Loan Documents. Upon
any such Disposition or termination, the Administrative Agent will, at the
Grantors’ sole expense, deliver to the Grantors, without any representations,
warranties or recourse of any kind whatsoever, all Collateral held by the
Administrative Agent hereunder, and execute and deliver to the Grantors such
documents as the Grantors shall reasonably request to evidence such
termination.


 


SECTION 7.6.                  Additional Grantors. Upon the execution
and delivery by any other Person of a supplement in the form of Annex I
hereto, such Person shall become a “Grantor” hereunder with the same force and
effect as if it were originally a party to this Security Agreement and named as
a “Grantor” hereunder. The execution and delivery of such supplement shall not
require the consent of any other Grantor hereunder, and the rights and


 

















 


obligations
of each Grantor hereunder shall remain in full force and effect notwithstanding
the addition of any new Grantor as a party to this Security Agreement.


 


SECTION 7.7.                       No Waiver;
Remedies. In addition to, and not in limitation of Section 2.5,
no failure on the part of any Secured Party to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any right hereunder preclude any other or
further exercise thereof or the exercise of any other right. The remedies
herein provided are cumulative and not exclusive of any remedies provided by law.


 


SECTION 7.8.                       Headings. The various
headings of this Security Agreement are inserted for convenience only and shall
not affect the meaning or interpretation of this Security Agreement or any
provisions thereof.


 


SECTION 7.9.                       Severability. Any provision
of this Security Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such provision and such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Security Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction.


 


SECTION 7.10.                 Governing Law, Entire
Agreement, etc. THIS SECURITY AGREEMENT 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), EXCEPT TO THE EXTENT THAT THE
PERFECTION, EFFECT OF PERFECTION OR NONPERFECTION, AND PRIORITY OF THE SECURITY
INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR
COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF
NEW YORK. This Security Agreement and the other Loan Documents constitute the
entire understanding among the parties hereto with respect to the subject
matter hereof and thereof and supersede any prior agreements, written or oral,
with respect thereto.


 


SECTION 7.11.            Counterparts. This Security
Agreement may be executed by the parties hereto in several counterparts, each
of which shall be deemed to be an original and all of which shall constitute
together but one and the same agreement. Delivery of an executed counterpart of
a signature page to this Security Agreement by facsimile shall be
effective as delivery of a manually executed counterpart of this Security
Agreement.


 


SECTION 7.12.            Foreign Pledge Agreements. Without
limiting any of the rights, remedies, privileges or benefits provided hereunder
to the Administrative Agent for its benefit and the ratable benefit of the
other Secured Parties, each Grantor and the Administrative Agent hereby agree
that the terms and provisions of this Security Agreement in respect of any
Collateral subject to the pledge or other Lien of a Foreign Pledge Agreement
are, and shall be deemed to be, supplemental and in addition to the rights,
remedies, privileges and benefits provided to the Administrative Agent and the
other Secured Parties under such Foreign Pledge Agreement and under applicable
law to the extent consistent with applicable law; provided that,


 

















 


in the event that the
terms of this Security Agreement conflict or are inconsistent with the
applicable Foreign Pledge Agreement or applicable law governing such Foreign
Pledge Agreement, (i) to the extent that the provisions of such Foreign
Pledge Agreement or applicable foreign law are, under applicable foreign law,
necessary for the creation, perfection or priority of the security interests in
the Collateral subject to such Foreign Pledge Agreement, the terms of such Foreign
Pledge Agreement or such applicable law shall be controlling and (ii) otherwise,
the terms hereof shall be controlling.


 

















 


IN
WITNESS WHEREOF, each of the parties has caused this Security Agreement to be
duly executed and delivered by its Authorized Officer as of the date first
above written.


 


	
   

  	
  SABRE COMMUNICATIONS
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SABRE COMMUNICATIONS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
  ACCEPTED AND AGREED FOR
  ITSELF

  	
   

  
	
  AND ON BEHALF OF THE
  SECURED PARTIES:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  DRESDNER
  BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,

  as
  the Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 














 


SCHEDULE I


to Security
Agreement


 


Name of Grantor:


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Common Stock

  	
   

  
	
  Issuer (corporate)

  	
   

  	
  Cert. #

  	
   

  	
  # of

  Shares

  	
   

  	
  Authorized

  Shares

  	
   

  	
  Outstanding

  Shares

  	
   

  	
  % of Shares

  Pledged

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
  Limited Liability Company Interests

  	
   

  
	
  Issuer
  (limited liability

  company)

  	
   

  	
  % of Limited Liability

  Company Interests Pledged

  	
   

  	
  Type of Limited Liability

  Company Interests Pledged

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
  Partnership Interests

  	
   

  
	
  Issuer (partnership)

  	
   

  	
  % of Partnership

  Interests Owned

  	
   

  	
  % of Partnership

  Interests Pledged

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE II


to Security Agreement


 


Item A.                   Location of
each Grantor.


 


	
  Name
  of Grantor:

  	
   

  	
  Location for purposes of UCC:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [GRANTOR]

  	
   

  	
  [LOCATION]

  	
   

  



 


Item B.                    Filing
locations last five years.


 


	
  Name
  of Grantor:

  	
   

  	
  Filing locations last five years

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [GRANTOR]

  	
   

  	
  [LOCATION]

  	
   

  



 


Item C.                    Trade names.


 


	
  Name
  of Grantor:

  	
   

  	
  Trade Names:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [GRANTOR]

  	
   

  	
   

  	
   

  



 


Item D.                   Merger or other
corporate reorganization.


 


	
  Name
  of Grantor:

  	
   

  	
  Merger or other corporate

  reorganization:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [GRANTOR]

  	
   

  	
   

  	
   

  



 

















 


Item E.                    Taxpayer ID
numbers.


 


	
  Name
  of Grantor:

  	
   

  	
  Taxpayer ID numbers:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [GRANTOR]

  	
   

  	
   

  	
   

  



 


Item F.                    Government
Contracts.


 


	
  Name
  of Grantor:

  	
   

  	
  Description of Contract:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [GRANTOR]

  	
   

  	
   

  	
   

  



 


Item G.                    Deposit
Accounts and Securities Accounts.


 


	
  Name
  of Grantor:

  	
   

  	
  Description of Deposit Accounts

  and Securities Accounts:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [GRANTOR]

  	
   

  	
   

  	
   

  



 


Item H.                   Letter of
Credit Rights.


 


	
  Name
  of Grantor:

  	
   

  	
  Description of Letter of Credit

  Rights:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [GRANTOR]

  	
   

  	
   

  	
   

  



 


Item I.                     Commercial Tort
Claims.


 


	
  Name
  of Grantor:

  	
   

  	
  Description of Commercial Tort

  Claims:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [GRANTOR]

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE III


to Security Agreement


 


Item
A. Patents


 


Issued Patents


 


	
  Country

  	
   

  	
  Patent No.

  	
   

  	
  Issue Date

  	
   

  	
  Inventor(s)

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Pending Patent Applications


 


	
  Country

  	
   

  	
  Serial No.

  	
   

  	
  Filing Date

  	
   

  	
  Inventor(s)

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Patent Applications In Preparation


 


	
   

  	
   

  	
   

  	
   

  	
  Expected

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country

  	
   

  	
  Docket No.

  	
   

  	
  Filing Date

  	
   

  	
  Inventor(s)

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


Item
B. Patent Licenses


 


	
  Country
  or

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Effective

  	
   

  	
  Expiration

  	
   

  	
  Subject

  	
   

  
	
  Territory

  	
   

  	
  Licensor

  	
   

  	
  Licensee

  	
   

  	
  Date

  	
   

  	
  Date

  	
   

  	
  Matter

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE IV


to Security Agreement


 


Item
A. Trademarks


 


Registered
Trademarks


 


	
  Country

  	
   

  	
  Trademark

  	
   

  	
  Registration No.

  	
   

  	
  Registration Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Pending Trademark Applications


 


	
  Country

  	
   

  	
  Trademark

  	
   

  	
  Serial No.

  	
   

  	
  Filing Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Trademark Applications In
Preparation


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Expected

  	
   

  	
  Products/

  	
   

  
	
  Country

  	
   

  	
  Trademark

  	
   

  	
  Docket No.

  	
   

  	
  Filing Date

  	
   

  	
  Services

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Item B. Trademark Licenses


 


	
  Country
  or

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Effective

  	
   

  	
  Expiration

  	
   

  
	
  Territory

  	
   

  	
  Trademark

  	
   

  	
  Licensor

  	
   

  	
  Licensee

  	
   

  	
  Date

  	
   

  	
  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE V


to Security Agreement


 


Item
A. Copyrights/Mask Works


 


Registered
Copyrights/Mask Works


 


	
  Country

  	
   

  	
  Registration No.

  	
   

  	
  Registration Date

  	
   

  	
  Author(s)

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Copyright/Mask
Work Pending Registration Applications


 


	
  Country

  	
   

  	
  Serial No.

  	
   

  	
  Filing Date

  	
   

  	
  Author(s)

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Copyright/Mask Work
Registration Applications In Preparation


 


	
   

  	
   

  	
   

  	
   

  	
  Expected

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country

  	
   

  	
  Docket No.

  	
   

  	
  Filing Date

  	
   

  	
  Author(s)

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Item
B. Copyright/Mask Work Licenses


 














 


SCHEDULE VI

to Security Agreement


 


Trade Secret or Know-How
Licenses


 

















 


EXHIBIT A

to Security Agreement


 


PATENT SECURITY
AGREEMENT


 


This PATENT SECURITY
AGREEMENT, dated as
of                            ,
20        (this “Agreement”), is made
by [NAME OF GRANTOR], a                       
              (the
“Grantor”), in favor of Dresdner Bank AG, New York and Grand Cayman
Branches, as the administrative agent (together with its successor(s) thereto
in such capacity, the “Administrative Agent”) for each of the Secured
Parties.


 


W I T N E S S E T H :


 


WHEREAS, pursuant to a
Credit Agreement, dated as of June 26, 2007 (as amended, supplemented,
amended and restated or otherwise modified from time to time, the “Credit
Agreement”), 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, the “Borrowers”), the Lenders, the Administrative Agent
and Dresdner Kleinwort Securities LLC, as the Lead Arranger, the Lenders and
the Issuers have extended Commitments to make Credit Extensions to the
Borrowers;


 


WHEREAS, in connection
with the Credit Agreement, the Grantor has executed and delivered a Pledge and
Security Agreement, dated as of June 26, 2007 (as amended, supplemented,
amended and restated or otherwise modified from time to time, the “Security
Agreement”);


 


WHEREAS, pursuant to the
Credit Agreement and pursuant to clause (e) of Section 4.5 of the
Security Agreement, the Grantor is required to execute and deliver this
Agreement and to grant to the Administrative Agent a continuing security
interest in all of the Patent Collateral (as defined below) to secure all
Obligations; and


 


WHEREAS, the Grantor has
duly authorized the execution, delivery and performance of this Agreement; and


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Grantor agrees, for the benefit of each Secured Party, as
follows:


 


SECTION 1.           Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Agreement, including its
preamble and recitals, have the meanings provided in the Security Agreement.


 


SECTION 2.           Grant of Security Interest. The Grantor hereby assigns, pledges,
hypothecates, charges, mortgages, delivers, and transfers to the Administrative
Agent, for its benefit and the ratable benefit of each other Secured Party, and
hereby grants to the


 

















 


Administrative Agent, for
its benefit and the ratable benefit of each other Secured Party, a continuing
security interest in all of the following property, whether now or hereafter
existing or acquired by the Grantor (the “Patent Collateral”):


 


(a)           all of its letters patent and
applications for letters patent throughout the world, including all patent
applications in preparation for filing and each patent and patent application
referred to in Item A of Schedule I attached hereto;


 


(b)           all reissues, divisions, continuations,
continuations-in-part, extensions, renewals and reexaminations of any of the
items described in clause (a);


 


(c)           all of its patent licenses, and other
agreements providing the Grantor with the right to use any items of the type
referred to in clauses (a) and (b) above, including each patent
license referred to in Item B of Schedule I attached hereto; and


 


(d)           all Proceeds of, and rights associated
with, the foregoing (including license royalties and Proceeds of infringement
suits), the right to sue third parties for past, present or future
infringements of any patent or patent application, and for breach or enforcement
of any patent license.


 


SECTION 3.           Security Agreement. This Agreement has been executed and
delivered by the Grantor for the purpose of registering the security interest
of the Administrative Agent in the Patent Collateral with the United States Patent
and Trademark Office and corresponding offices in other countries of the world.
The security interest granted hereby has been granted as a supplement to, and
not in limitation of, the security interest granted to the Administrative Agent
for its benefit and the ratable benefit of each other Secured Party under the
Security Agreement. The Security Agreement (and all rights and remedies of the
Administrative Agent and each Secured Party thereunder) shall remain in full
force and effect in accordance with its terms.


 


SECTION 4.           Release of Liens. Upon (i) the Disposition of Patent
Collateral in accordance with the Credit Agreement or (ii) the occurrence
of the Termination Date, the security interests granted herein shall
automatically terminate with respect to (A) such Patent Collateral (in the
case of clause (i)) or (B) all Patent Collateral (in the case of clause
(ii)). In addition, at the request of the Borrowers, and at the sole
expense of the Borrowers, the Grantor shall be released from its obligations
hereunder in the event that the Capital Securities of the Grantor are Disposed
of in a transaction permitted by the Credit Agreement; provided, that
the Borrowers shall have delivered to the Administrative Agent, at least three
Business Days prior to the date of the proposed release, a written request for
release identifying the Grantor and a certification by the Borrowers stating
that such transaction is in compliance with the Loan Documents. Upon any such
Disposition or termination, the Administrative Agent will, at the Grantor’s
sole expense, deliver to the Grantor, without any representations, warranties
or recourse of any kind whatsoever, all Patent Collateral held by the
Administrative Agent hereunder, and execute and deliver to the Grantor such
Documents as the Grantor shall reasonably request to evidence such termination.


 


SECTION 5.           Acknowledgment. The Grantor does hereby further
acknowledge and affirm that the rights and remedies of the Administrative Agent
with respect to the security


 

















 


interest in the Patent
Collateral granted hereby are more fully set forth in the Security Agreement,
the terms and provisions of which (including the remedies provided for therein)
are incorporated by reference herein as if fully set forth herein.


 


SECTION 6.           Loan Document. This Agreement is a Loan Document
executed pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions thereof, including Article X thereof.


 


SECTION 7.           Counterparts. This Agreement may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.


 


*        *       
*        *        *


 

















 


IN WITNESS WHEREOF, each
of the parties hereto has caused this Agreement to be duly executed and
delivered by its Authorized Officer as of the date first above written.


 


 


	
   

  	
   

  	
  [GRANTOR]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


 


ACCEPTED AND AGREED FOR
ITSELF


AND ON BEHALF OF THE
SECURED PARTIES:


 


 


DRESDNER BANK AG, NEW
YORK AND GRAND CAYMAN BRANCHES,

as the Administrative Agent


 


 


	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 

















 


SCHEDULE I

to Patent Security Agreement


 


Item A.  Patents


 


Issued Patents


 


	
  Country

  	
   

  	
  Patent No.

  	
   

  	
  Issue Date

  	
   

  	
  Inventor(s)

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Pending Patent
Applications


 


	
  Country

  	
   

  	
  Serial No.

  	
   

  	
  Filing Date

  	
   

  	
  Inventor(s)

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Patent Applications
in Preparation


 


	
   

  	
   

  	
   

  	
   

  	
  Expected

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country

  	
   

  	
  Docket No.

  	
   

  	
  Filing Date

  	
   

  	
  Inventor(s)

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Item B. Patent
Licenses


 


	
  Country or

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Effective

  	
   

  	
  Expiration

  	
   

  	
  Subject

  	
   

  
	
  Territory

  	
   

  	
  Licensor

  	
   

  	
  Licensee

  	
   

  	
  Date

  	
   

  	
  Date

  	
   

  	
  Matter

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


EXHIBIT B

to Security Agreement


 


TRADEMARK SECURITY
AGREEMENT


 


This TRADEMARK SECURITY
AGREEMENT, dated as of              ,
200    (this “Agreement”), is made by [NAME OF GRANTOR],
a                               (the
“Grantor”), in favor of Dresdner Bank AG, New York and Grand Cayman
Branches, as the administrative agent (together with its successor(s) thereto
in such capacity, the “Administrative Agent”) for each of the Secured
Parties.


 


W I T N E S S E T H :


 


WHEREAS, pursuant to a
Credit Agreement, dated as of June 26, 2007 (as amended, supplemented,
amended and restated or otherwise modified from time to time, the “Credit
Agreement”), 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, the “Borrowers”), the Lenders, the Administrative Agent
and Dresdner Kleinwort Securities LLC, as the Lead Arranger, the Lenders and
the Issuers have extended Commitments to make Credit Extensions to the Borrowers;


 


WHEREAS, in connection
with the Credit Agreement, the Grantor has executed and delivered a Pledge and
Security Agreement, dated as of June 26, 2007 (as amended, supplemented,
amended and restated or otherwise modified from time to time, the “Security
Agreement”);


 


WHEREAS, pursuant to the
Credit Agreement and pursuant to clause (e) of Section 4.5 of the
Security Agreement, the Grantor is required to execute and deliver this
Agreement and to grant to the Administrative Agent a continuing security
interest in all of the Trademark Collateral (as defined below) to secure all
Obligations; and


 


WHEREAS, the Grantor has
duly authorized the execution, delivery and performance of this Agreement; and


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Grantor agrees, for the benefit of each Secured Party, as
follows:


 


SECTION 1.           Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Agreement, including its
preamble and recitals, have the meanings provided in the Security Agreement.


 


SECTION 2.         Grant of Security Interest. The Grantor hereby assigns, pledges,
hypothecates, charges, mortgages, delivers, and transfers to the Administrative
Agent, for its benefit and the ratable benefit of each other Secured Party, and
hereby grants to the Administrative Agent, for its benefit and the ratable
benefit of each other Secured Party, a


 

















 


continuing security
interest in all of the following property, whether now or hereafter existing or
acquired by the Grantor (the “Trademark Collateral”):


 


(a)           (i) all of its Trademarks, trade
names, corporate names, company names, business names, fictitious business
names, trade styles, service marks, certification marks, collective marks,
logos and other source or business identifiers, and all goodwill of the
business associated therewith, now existing or hereafter adopted or acquired
including those referred to in Item A of Schedule I hereto,
whether currently in use or not, all registrations and recordings thereof and
all applications in connection therewith, whether pending or in preparation for
filing, including registrations, recordings and applications in the United
States Patent and Trademark Office or in any office or agency of the United
States of America or any State thereof or any other country or political
subdivision thereof or otherwise, and all common-law rights relating to the
foregoing, and (ii) the right to obtain all reissues, extensions or
renewals of the foregoing (collectively referred to as the “Trademark”);


 


(b)           all Trademark licenses for the grant by
or to the Grantor of any right to use any Trademark, including each Trademark
license referred to in Item B of Schedule I hereto;


 


(c)           all of the goodwill of the business
connected with the use of, and symbolized by the items described in, clause
(a), and to the extent applicable clause (b);


 


(d)           the right to sue third parties for past,
present and future infringements of any Trademark Collateral described in clause
(a) and, to the extent applicable, clause (b); and


 


(e)           all Proceeds of, and rights associated
with, the foregoing, including any claim by the Grantor against third parties
for past, present or future infringement or dilution of any Trademark,
Trademark registration or Trademark license, or for any injury to the goodwill
associated with the use of any such Trademark or for breach or enforcement of
any Trademark license and all rights corresponding thereto throughout the
world.


 


SECTION 3.           Security Agreement. This Agreement has been executed and
delivered by the Grantor for the purpose of registering the security interest
of the Administrative Agent in the Trademark Collateral with the United States
Patent and Trademark Office and corresponding offices in other countries of the
world. The security interest granted hereby has been granted as a supplement
to, and not in limitation of, the security interest granted to the
Administrative Agent for its benefit and the ratable benefit of each other
Secured Party under the Security Agreement. The Security Agreement (and all
rights and remedies of the Administrative Agent and each Secured Party
thereunder) shall remain in full force and effect in accordance with its terms.


 


SECTION 4.           Release of Liens. Upon (i) the Disposition of
Trademark Collateral in accordance with the Credit Agreement or (ii) the
occurrence of the Termination Date, the security interests granted herein shall
automatically terminate with respect to (A) such Trademark Collateral (in
the case of clause (i)) or (B) all Trademark Collateral (in the
case of clause (ii)). In addition, at the request of the Borrowers, and
at the sole expense of the


 

















 


Borrowers, the Grantor
shall be released from its obligations hereunder in the event that the Capital
Securities of the Grantor are Disposed of in a transaction permitted by the
Credit Agreement; provided, that the Borrowers shall have delivered to
the Administrative Agent, at least three Business Days prior to the date of the
proposed release, a written request for release identifying the Grantor and a
certification by the Borrowers stating that such transaction is in compliance
with the Loan Documents. Upon any such Disposition or termination, the
Administrative Agent will, at the Grantor’s sole expense, deliver to the
Grantor, without any representations, warranties or recourse of any kind
whatsoever, all Trademark Collateral held by the Administrative Agent
hereunder, and execute and deliver to the Grantor such Documents as the Grantor
shall reasonably request to evidence such termination.


 


SECTION 5.           Acknowledgment. The Grantor does hereby further
acknowledge and affirm that the rights and remedies of the Administrative Agent
with respect to the security interest in the Trademark Collateral granted
hereby are more fully set forth in the Security Agreement, the terms and
provisions of which (including the remedies provided for therein) are
incorporated by reference herein as if fully set forth herein.


 


SECTION 6.           Loan Document. This Agreement is a Loan Document
executed pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions thereof, including Article X thereof.


 


SECTION 7.           Counterparts. This Agreement may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.


 


*      *      *      *      *


 

















 


IN WITNESS WHEREOF, each
of the parties hereto has caused this Agreement to be duly executed and
delivered by Authorized Officer as of the date first above written.


 


	
   

  	
   

  	
  [GRANTOR]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


 


ACCEPTED AND
AGREED FOR ITSELF


AND ON BEHALF OF
THE SECURED PARTIES:


 


 


DRESDNER BANK AG,
NEW YORK AND GRAND CAYMAN BRANCHES,

as the Administrative Agent


 


 


	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 














 


SCHEDULE I


to Trademark
Security Agreement


 


Item A. Trademarks


 


Registered
Trademarks


 


	
  Country

  	
   

  	
  Trademark

  	
   

  	
  Registration No.

  	
   

  	
  Registration Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Pending Trademark
Applications


 


	
  Country

  	
   

  	
  Trademark

  	
   

  	
  Serial No.

  	
   

  	
  Filing Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Trademark
Applications in Preparation


 


	
  Country

  	
   

  	
  Trademark

  	
   

  	
  Docket No.

  	
   

  	
  Expected

  Filing Date

  	
   

  	
  Products/

  Services

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Item B. Trademark
Licenses


 


	
  Country or

  Territory

  	
   

  	
  Trademark

  	
   

  	
  Licensor

  	
   

  	
  Licensee

  	
   

  	
  Effective

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


EXHIBIT C


to Security Agreement


 


COPYRIGHT SECURITY AGREEMENT


 


This COPYRIGHT SECURITY AGREEMENT, dated as
of                       ,
20            (this
“Agreement”), is made by [NAME OF GRANTOR], a                                 (the “Grantor”), in favor of
Dresdner Bank AG, New York and Grand Cayman Branches, as the administrative
agent (together with its successor(s) thereto in such capacity, the “Administrative
Agent”) for each of the Secured Parties.


 


W I T N E S S E T H :


 


WHEREAS,
pursuant to a Credit Agreement, dated as of June 26, 2007 (as amended,
supplemented, amended and restated or otherwise modified from time to time, the
“Credit Agreement”), 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, the “Borrowers”), the Lenders,
the Administrative Agent and Dresdner Kleinwort Securities LLC, as the Lead
Arranger, the Lenders and the Issuers have extended Commitments to make Credit
Extensions to the Borrowers


 


WHEREAS,
in connection with the Credit Agreement, the Grantor has executed and delivered
a Pledge and Security Agreement, dated as of June 26, 2007 (as amended,
supplemented, amended and restated or otherwise modified from time to time, the
“Security Agreement”);


 


WHEREAS,
pursuant to the Credit Agreement and pursuant to clause (e) of Section 4.5
of the Security Agreement, the Grantor is required to execute and deliver this
Agreement and to grant to the Administrative Agent a continuing security
interest in all of the Copyright Collateral (as defined below) to secure all
Obligations; and


 


WHEREAS,
the Grantor has duly authorized the execution, delivery and performance of this
Agreement; and


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Grantor agrees, for the benefit of each
Secured Party, as follows:


 


SECTION 1.
Definitions. Unless otherwise defined herein or the context otherwise
requires, terms used in this Agreement, including its preamble and recitals,
have the meanings provided in the Security Agreement.


 


SECTION 2.
Grant of Security Interest. The Grantor hereby assigns, pledges,
hypothecates, charges, mortgages, delivers, and transfers to the Administrative
Agent, for its benefit and the ratable benefit of each other Secured Party, and
hereby grants to the


 

















 


Administrative
Agent, for its benefit and the ratable benefit of each other Secured Party, a
continuing security interest in all of the following (the “Copyright
Collateral”), whether now or hereafter existing or acquired by the Grantor:
all copyrights of the Grantor, whether statutory or common law, registered or
unregistered and whether published or unpublished, now or hereafter in force
throughout the world including all of the Grantor’s right, title and interest
in and to all copyrights registered in the United States Copyright Office or
anywhere else in the world and also including the copyrights referred to in Item
A of Schedule I hereto, and registrations and recordings thereof and
all applications for registration thereof, whether pending or in preparation,
all copyright licenses, including each copyright license referred to in Item
B of Schedule I hereto, the right to sue for past, present and
future infringements of any of the foregoing, all rights corresponding thereto,
all extensions and renewals of any thereof and all Proceeds of the foregoing,
including licenses, royalties, income, payments, claims, damages and Proceeds
of suit.


 


SECTION 3.
Security Agreement. This Agreement has been executed and delivered by
the Grantor for the purpose of registering the security interest of the
Administrative Agent in the Copyright Collateral with the United States
Copyright Office and corresponding offices in other countries of the world. The
security interest granted hereby has been granted as a supplement to, and not
in limitation of, the security interest granted to the Administrative Agent for
its benefit and the ratable benefit of each other Secured Party under the
Security Agreement. The Security Agreement (and all rights and remedies of the
Administrative Agent and each Secured Party thereunder) shall remain in full
force and effect in accordance with its terms.


 


SECTION 4.
Release of Liens. Upon (i) the Disposition of Copyright Collateral
in accordance with the Credit Agreement or (ii) the occurrence of the
Termination Date, the security interests granted herein shall automatically
terminate with respect to (A) such Copyright Collateral (in the case of clause
(i)) or (B) all Copyright Collateral (in the case of clause (ii)).
In addition, at the request of the Borrowers, and at the sole expense of the
Borrowers, the Grantor shall be released from its obligations hereunder in the
event that the Capital Securities of the Grantor are Disposed of in a
transaction permitted by the Credit Agreement; provided, that the
Borrowers shall have delivered to the Administrative Agent, at least three
Business Days prior to the date of the proposed release, a written request for
release identifying the Grantor and a certification by the Borrowers stating
that such transaction is in compliance with the Loan Documents. Upon any such
Disposition or termination, the Administrative Agent will, at the Grantor’s
sole expense, deliver to the Grantor, without any representations, warranties
or recourse of any kind whatsoever, all Copyright Collateral held by the
Administrative Agent hereunder, and execute and deliver to the Grantor such
Documents as the Grantor shall reasonably request to evidence such termination.


 


SECTION 5.
Acknowledgment. The Grantor does hereby further acknowledge and affirm
that the rights and remedies of the Administrative Agent with respect to the
security interest in the Copyright Collateral granted hereby are more fully set
forth in the Security Agreement, the terms and provisions of which (including
the remedies provided for therein) are incorporated by reference herein as if
fully set forth herein.


 


SECTION 6.
Loan Document. This Agreement is a Loan Document executed pursuant to
the Credit Agreement and shall (unless otherwise expressly indicated herein) be
construed,


 

















 


administered
and applied in accordance with the terms and provisions thereof, including Article X
thereof.


 


SECTION 7.
Counterparts. This Agreement may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an original and all
of which shall constitute together but one and the same agreement.


 


*   *   *   *   *


 

















 


IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
duly executed and delivered by its Authorized Officer as of the date first
above written.


 


 


	
   

  	
  [GRANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


ACCEPTED
AND AGREED FOR ITSELF


AND
ON BEHALF OF THE SECURED PARTIES:


 


 


DRESDNER
BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,


as
the Administrative Agent


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


SCHEDULE I


to Copyright Security Agreement


 


Item
A. Copyrights/Mask Works


 


Registered Copyrights/Mask
Works


 


	
  Country

  	
   

  	
  Registration No.

  	
   

  	
  Registration Date

  	
   

  	
  Author(s)

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Copyright/Mask Work Pending
Registration Applications


 


	
  Country

  	
   

  	
  Serial
  No.

  	
   

  	
  Filing
  Date

  	
   

  	
  Author(s)

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Copyright/Mask Work
Registration Applications in Preparation


 


	
  Country

  	
   

  	
  Docket
  No.

  	
   

  	
  Expected

  Filing Date

  	
   

  	
  Author(s)

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Item B. Copyright/Mask Work Licenses


 


	
  Country or

  Territory

  	
   

  	
  Licensor

  	
   

  	
  Licensee

  	
   

  	
  Effective

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


ANNEX I


to Security Agreement


 


SUPPLEMENT TO


PLEDGE AND SECURITY AGREEMENT


 


This SUPPLEMENT, dated as
of                           ,         (this
“Supplement”), is to the Pledge and Security Agreement, dated as of June 26,
2007 (this “Agreement”), is made by [NAME OF GRANTOR], a
                                (the
“Grantor”), in favor of Dresdner Bank AG, New York and Grand Cayman
Branches, as the administrative agent (together with its successor(s) thereto
in such capacity, the “Administrative Agent”) for each of the Secured
Parties.


 


W I T N E S S E T H :


 


WHEREAS,
pursuant to a Credit Agreement, dated as of June 26, 2007 (as amended,
supplemented, amended and restated or otherwise modified from time to time, the
“Credit Agreement”), 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, the “Borrowers”), the Lenders,
the Administrative Agent and Dresdner Kleinwort Securities LLC, as the Lead
Arranger, the Lenders and the Issuers have extended Commitments to make Credit
Extensions to the Borrowers;


 


WHEREAS,
pursuant to the provisions of Section 7.6 of the Security Agreement, each
of the undersigned is becoming a Grantor under the Security Agreement; and


 


WHEREAS,
each of the undersigned desires to become a “Grantor” under the Security
Agreement in order to induce the Secured Parties to continue to extend Loans
and issue Letters of Credit under the Credit Agreement; and


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, each of the undersigned agrees, for the benefit
of each Secured Party, as follows.


 


SECTION 1.
Party to Security Agreement, etc. In accordance with the terms of the
Security Agreement, by its signature below each of the undersigned hereby
irrevocably agrees to become a Grantor under the Security Agreement with the
same force and effect as if it were an original signatory thereto and each of
the undersigned hereby (a) agrees to be bound by and comply with all of
the terms and provisions of the Security Agreement applicable to it as a
Grantor and (b) represents and warrants that the representations and
warranties made by it as a Grantor thereunder are true and correct as of the
date hereof, unless stated to relate solely to an earlier date, in which case
such representations and warranties shall be true and correct as of such
earlier date. In furtherance of the foregoing, each reference to a “Grantor”
and/or “Grantors” in the Security Agreement shall be deemed to include each of
the undersigned.


 

















 


SECTION 2.
Representations. Each of the undersigned Grantor hereby represents and
warrants that this Supplement has been duly authorized, executed and delivered
by it and that this Supplement and the Security Agreement constitute the legal,
valid and binding obligation of each of the undersigned, enforceable against it
in accordance with its terms.


 


SECTION 3.
Full Force of Security Agreement. Except as expressly supplemented hereby,
the Security Agreement shall remain in full force and effect in accordance with
its terms.


 


SECTION 4.
Severability. Wherever possible each provision of this Supplement shall
be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Supplement shall be prohibited by or invalid
under such law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Supplement or the Security Agreement.


 


SECTION 5.
Governing Law, Entire Agreement, etc. THIS SUPPLEMENT 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 Supplement and the other Loan
Documents constitute the entire understanding among the parties hereto with
respect to the subject matter thereof and supersede any prior agreements,
written or oral, with respect thereto.


 


SECTION 6.
Counterparts. This Supplement may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an original and all
of which shall constitute together but one and the same agreement.


 


*   *   *   *   *


 

















 


IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
duly executed and delivered by its Authorized Officer as of the date first
above written.


 


 


	
   

  	
  [NAME
  OF ADDITIONAL SUBSIDIARY]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
   

  	
  [NAME
  OF ADDITIONAL SUBSIDIARY]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


ACCEPTED
AND AGREED FOR ITSELF


AND
ON BEHALF OF THE SECURED PARTIES:


 


 


DRESDNER
BANK AG, NEW YORK AND GRAND CAYMAN BRANCHEs,


as
the Administrative Agent


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


[COPY SCHEDULES FROM SECURITY AGREEMENT]


 














 


MORTGAGE

Recorder’s Cover Sheet


 


Preparer Information:


Michael
Sloyer, Mayer, Brown, Rowe & Maw LLP, 1675 Broadway, New York, NY
10019


Telephone
212-506-2552


 


Taxpayer Information:


Sabre
Communications Corporation

2101 Murray

P. O. Box 658

Sioux City, Iowa 51111


 


Return Address


Michael
Sloyer, Mayer, Brown, Rowe & Maw LLP, 1675 Broadway, New York, NY
10019


 


Grantors:


Sabre
Communications Corporation


 


Grantees:


Dresdner
Bank AG, New York and Grand Cayman Branches, as Administrative Agent


 


Legal Description: Lots 3, 4, 5, 6, 7, 8, 9,
and 10, Replat of Part of Lots 7 and 8, Bridgeport Industrial Park 2nd Filing, an Addition to Sioux
City, Woodbury County, Iowa.


 


Document or instrument number if applicable:


 

















 






 


SABRE COMMUNICATIONS CORPORATION,


 


Mortgagor,


 


to


 


DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,

as Administrative Agent,


 


Mortgagee


 






 


MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,

SECURITY AGREEMENT AND FIXTURE FILING


 






 


Dated as of June 26, 2007


 


This instrument affects certain real and personal property

located in Woodbury County,

State of Iowa.


 






 


Record and return to:


 


Mayer, Brown, Rowe & Maw LLP

1675 Broadway

New York, New York 10019

Attention: Michael Sloyer, Esq.


 


This
instrument was prepared by the above-named attorney.


 


THIS
MORTGAGE encumbers both real and personal property, contains an after-acquired
property clause and secures present and future loans and advances.


 


NOTICE:
This Mortgage secures credit in the amount of $175,000,000. Loans and advances
up to this amount, together with interest are senior to indebtedness to other
creditors under subsequently recorded or filed mortgages and liens.


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  COVENANTS AND AGREEMENTS OF THE MORTGAGOR

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.1.

  	
  Payment
  of Obligations

  	
   

  	
  4

  
	
  SECTION 1.2.

  	
  Title
  to Collateral, etc.

  	
   

  	
  4

  
	
  SECTION 1.3.

  	
  Title
  Insurance

  	
   

  	
  5

  
	
  SECTION 1.3.1

  	
  Title
  Insurance Policy

  	
   

  	
  5

  
	
  SECTION 1.3.2

  	
  Title
  Insurance Proceeds

  	
   

  	
  5

  
	
  SECTION 1.4.

  	
  Recordation

  	
   

  	
  5

  
	
  SECTION 1.5.

  	
  Payment
  of Impositions, etc.

  	
   

  	
  5

  
	
  SECTION 1.6.

  	
  Leases

  	
   

  	
  5

  
	
  SECTION 1.7.

  	
  Compliance
  with Instruments

  	
   

  	
  5

  
	
  SECTION 1.8.

  	
  Alterations,
  Additions, etc.

  	
   

  	
  6

  
	
  SECTION 1.9.

  	
  Acquired
  Property Subject to Lien

  	
   

  	
  6

  
	
  SECTION 1.10.

  	
  Assignment
  of Rents, Proceeds, etc.

  	
   

  	
  6

  
	
  SECTION 1.11.

  	
  No
  Claims Against the Mortgagee

  	
   

  	
  7

  
	
  SECTION 1.12.

  	
  No
  Transfer of the Property

  	
   

  	
  7

  
	
  SECTION 1.13.

  	
  Security
  Agreement

  	
   

  	
  7

  
	
  SECTION 1.14.

  	
  Representations
  and Warranties

  	
   

  	
  8

  
	
  SECTION 1.15.

  	
  Mortgagor’s
  Covenants

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  INSURANCE

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.1.

  	
  Application
  of Proceeds and Awards

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  EVENTS OF DEFAULT; REMEDIES, ETC.

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.1.

  	
  Events
  of Default; Acceleration

  	
   

  	
  8

  
	
  SECTION 3.2.

  	
  Legal
  Proceedings; Foreclosure

  	
   

  	
  8

  
	
  SECTION 3.3.

  	
  Redemption

  	
   

  	
  9

  
	
  SECTION 3.4.

  	
  Uniform
  Commercial Code Remedies

  	
   

  	
  9

  
	
  SECTION 3.5.

  	
  Other
  Rights and Remedies

  	
   

  	
  9

  
	
  SECTION 3.6.

  	
  Purchase
  of Collateral by Mortgagee

  	
   

  	
  9

  
	
  SECTION 3.7.

  	
  Receipt
  a Sufficient Discharge to Purchaser

  	
   

  	
  10

  
	
  SECTION 3.8.

  	
  Waiver
  of Appraisement, Valuation, etc.

  	
   

  	
  10

  
	
  SECTION 3.9.

  	
  Sale
  a Bar Against Mortgagor

  	
   

  	
  10

  
	
  SECTION 3.10.

  	
  Obligations
  To Become Due on Sale

  	
   

  	
  10

  
	
  SECTION 3.11.

  	
  Application
  of Proceeds of Sale and Other Moneys

  	
   

  	
  10

  
	
  SECTION 3.12.

  	
  Appointment
  of Receiver

  	
   

  	
  11

  
	
  SECTION 3.13.

  	
  Possession,
  Management and Income

  	
   

  	
  11

  
	
  SECTION 3.14.

  	
  Right
  of Mortgagee to Perform Mortgagor’s Covenants, etc.

  	
   

  	
  11

  
					



 

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.15.

  	
  Subrogation

  	
   

  	
  11

  
	
  SECTION 3.16.

  	
  Remedies,
  etc., Cumulative

  	
   

  	
  12

  
	
  SECTION 3.17.

  	
  Provisions
  Subject to Applicable Law

  	
   

  	
  12

  
	
  SECTION 3.18.

  	
  No
  Waiver, etc.

  	
   

  	
  12

  
	
  SECTION 3.19.

  	
  Compromise
  of Actions, etc.

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  DEFINITIONS

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.1.

  	
  Use
  of Defined Terms

  	
   

  	
  12

  
	
  SECTION 4.2.

  	
  Credit
  Agreement Definitions

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  MISCELLANEOUS

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.1.

  	
  Further
  Assurances; Financing Statements

  	
   

  	
  12

  
	
  SECTION 5.1.1

  	
  Further
  Assurances

  	
   

  	
  13

  
	
  SECTION 5.1.2

  	
  Financing
  Statements

  	
   

  	
  13

  
	
  SECTION 5.2.

  	
  Additional
  Security

  	
   

  	
  13

  
	
  SECTION 5.3.

  	
  Defeasance;
  Partial Release, etc.

  	
   

  	
  13

  
	
  SECTION 5.3.1

  	
  Defeasance

  	
   

  	
  13

  
	
  SECTION 5.3.2

  	
  Partial
  Release, etc.

  	
   

  	
  13

  
	
  SECTION 5.4.

  	
  Notices,
  etc.

  	
   

  	
  14

  
	
  SECTION 5.5.

  	
  Waivers,
  Amendments, etc.

  	
   

  	
  14

  
	
  SECTION 5.6.

  	
  Cross-References

  	
   

  	
  14

  
	
  SECTION 5.7.

  	
  Headings

  	
   

  	
  14

  
	
  SECTION 5.8.

  	
  Currency

  	
   

  	
  14

  
	
  SECTION 5.9.

  	
  Governing
  Law

  	
   

  	
  14

  
	
  SECTION 5.10.

  	
  Successors
  and Assigns, etc.

  	
   

  	
  14

  
	
  SECTION 5.11.

  	
  Waiver
  of Jury Trial; Submission to Jurisdiction

  	
   

  	
  14

  
	
  SECTION 5.12.

  	
  Severability

  	
   

  	
  15

  
	
  SECTION 5.13.

  	
  Loan
  Document

  	
   

  	
  15

  
	
  SECTION 5.14.

  	
  Usury
  Savings Clause

  	
   

  	
  15

  
	
  SECTION 5.15.

  	
  Future
  Advances

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  EXECUTION PAGE

  	
   

  	
  17

  
	
   

  	
   

  	
   

  
	
  Schedule 1

  	
  - Legal Description of the Land

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 2

  	
  - Permitted Encumbrances

  	
   

  	
   

  
						



 


ii

















 


MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,

SECURITY AGREEMENT AND FIXTURE FILING


 


MORTGAGE,
ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING, dated as
of June 26, 2007 (this “Mortgage”), made by SABRE COMMUNICATIONS
CORPORATION, an Iowa corporation (the “Mortgagor”), having an address at
2101 Murray Street, P.O. Box 658, Sioux City, Iowa 51102-0658 to DRESDNER
BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, having an address at 1301 Avenue
of the Americas, New York, New York 10019, as the Administrative Agent under
the Credit Agreement referred to below (together with its successors and
assigns from time to time acting as Administrative Agent under such Credit
Agreement, the “Mortgagee”).


 


W I T N E S S E T H  T H A T:


 


WHEREAS,
the Mortgagor is on the date of delivery hereof the owner of fee title to the
parcel of land described in Schedule 1 hereto (the “Land”)
and of the Improvements (such term and other capitalized terms used in this
Mortgage having the respective meanings specified or referred to in Article IV);


 


WHEREAS,
pursuant to the terms, conditions and provisions of the Credit Agreement, dated
as of the date hereof (as amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among Sabre Communications
Holdings, Inc., a Delaware corporation (“Sabre”), Sabre
Communications Corporation, an Iowa corporation (“SCC”) and, immediately
following the consummation of the Acquisition, Sabre Industries, Inc., a
Delaware corporation (“Holdings”), CellXion, LLC, a Delaware limited
liability company (the “Target”), and CellXion Wireless Services, LLC, a
Delaware limited liability company (“CellXion Wireless”; Target, CellXion
Wireless, Sabre, SCC and Holdings shall be referred to individually as a “Borrower”
and, collectively, as the “Borrowers”), the various financial
institutions and other Persons from time to time parties thereto (collectively,
the “Lenders”), Dresdner Bank AG, New York and Grand Cayman Branches, as
the administrative agent (in such capacity, the “Administrative Agent”)
for the Lenders and Dresdner Kleinwort Securities LLC, as the sole lead
arranger and sole bookrunner (in such capacity, the “Lead Arranger”),
the Lenders have agreed to make Loans to, and to issue (or participate in)
Letters of Credit for the account of, the Borrowers in the maximum original
principal amount of ONE HUNDRED SEVENTY FIVE MILLION DOLLARS ($175,000,000)
(such Loans and Letters of Credit are hereinafter referred to collectively as
the “Credit Extensions”);


 


WHEREAS,
the Credit Extensions consist of:


 


(i)            a Revolving Loan
facility in the maximum original principal amount of TWENTY FIVE MILLION
DOLLARS ($25,000,000), which shall include a Swing Line Loan sub-facility of
FIVE MILLION DOLLARS ($5,000,000) and a Letter of Credit sub-facility of TEN
MILLION DOLLARS ($10,000,000); and


 


(ii)           Term Loans in the
maximum original principal amount of ONE HUNDRED FIFTY MILLION DOLLARS
($150,000,000) consisting of a Closing Date Term B Loans facility in the
maximum original principal amount of EIGHTY MILLION DOLLARS ($80,000,000), and
a Delayed Draw Term B Loans facility in the maximum original principal amount
of SEVENTY MILLION DOLLARS ($70,000,000); and


 


WHEREAS, the Mortgagor has duly authorized the execution, delivery and
performance of this Mortgage.


 

















 


G R A N T :


 


NOW, THEREFORE, for and in consideration of the premises, and of the
mutual covenants herein contained, and in order to induce the Lenders to make
the Credit Extensions pursuant to the Credit Agreement, and in order to secure
the full, timely and proper payment and performance of and compliance with each
and every one of the Credit Extensions and the other Obligations, the Mortgagor
hereby irrevocably grants, bargains, sells, mortgages, warrants, aliens,
demises, releases, hypothecates, pledges, assigns, transfers and conveys to the
Mortgagee and its successors and assigns, forever, all of the following (the “Collateral”):


 


(a)             Real Estate. All of the
Land and all additional lands and estates therein now owned or hereafter
acquired by the Mortgagor for use or development with the Land or any portion
thereof, together with all and singular the tenements, rights, easements,
hereditaments, rights of way, privileges, liberties, appendages and
appurtenances now or hereafter belonging or in any way pertaining to the Land
and such additional lands and estates therein (including, without limitation,
all rights relating to storm and sanitary sewer, water, gas, electric, railway
and telephone services); all development rights, air rights, riparian rights,
water, water rights, water stock, all rights in, to and with respect to any and
all oil, gas, coal, minerals and other substances of any kind or character
underlying or relating to the Land and such additional lands and estates
therein and any interest therein; all estate, claim, demand, right, title or
interest of the Mortgagor in and to any street, road, highway or alley, vacated
or other, adjoining the Land or any part thereof and such additional lands and
estates therein; all strips and gores belonging, adjacent or pertaining to the
Land or such additional lands and estates; and any after-acquired title to any
of the foregoing (herein collectively referred to as the “Real Estate”);


 


(b)              Improvements. All buildings,
structures and other improvements and any additions and alterations thereto or
replacements thereof, now or hereafter built, constructed or located upon the
Real Estate; and, to the extent that any of the following items of property
constitutes fixtures under applicable laws, all of the Mortgagor’s right, title
and interest in and to all furnishings, fixtures, fittings, appliances,
apparatus, equipment, machinery, building and construction materials and other
articles of every kind and nature whatsoever and all replacements thereof, now
or hereafter affixed or attached to, placed upon or used in any way in
connection with the complete and comfortable use, enjoyment, occupation, operation,
development and/or maintenance of the Real Estate or such buildings, structures
and other improvements, including, but not limited to, partitions, furnaces,
boilers, oil burners, radiators and piping, plumbing and bathroom fixtures,
refrigeration, heating, ventilating, air conditioning and sprinkler systems,
other fire prevention and extinguishing apparatus and materials, vacuum
cleaning systems, gas and electric fixtures, incinerators, compactors,
elevators, engines, motors, generators and all other articles of property which
are considered fixtures under applicable law (such buildings, structures and
other improvements and such other property are herein collectively referred to
as the “Improvements”; the Real
Estate and the Improvements are herein collectively referred to as the “Property”);


 


(c)               Goods. All of the
Mortgagor’s right, title and interest in and to building materials, goods,
construction materials, appliances (including, without limitation, stoves,
ranges, ovens, disposals, refrigerators, water fountains and coolers, fans,
heaters, dishwashers, clothes washers and dryers, water heaters, hood and fan
combinations, kitchen equipment, laundry equipment, kitchen cabinets and other
similar equipment), stocks, beds, mattresses, bedding and linens, supplies,
blinds, window shades, drapes, carpets, floor coverings, manufacturing
equipment and machinery, office equipment, growing plants and shrubberies,
control devices, equipment (including window cleaning, building cleaning,
swimming pool, recreational, monitoring, garbage, pest control and other
equipment), motor vehicles, tools, furnishings, furniture, lighting,
non-structural additions to the Real Estate and Improvements and all other


 


2

















 


tangible
property of any kind or character, together with all replacements thereof, now
or hereafter located on or in or used or useful in connection with the complete
and comfortable use, enjoyment, occupation, operation, development and/or
maintenance of the Property, regardless of whether or not located on or in the
Property or located elsewhere for purposes of storage, fabrication or otherwise
(herein collectively referred to as the “Goods”);


 


(d)           Intangibles.
All of the Mortgagor’s right, title and interest in and to goodwill,
trademarks, trade names, option rights, purchase contracts, real and personal
property tax refunds, books and records and general intangibles of the
Mortgagor relating to the Property and all accounts, contract rights,
instruments, chattel paper and other rights of the Mortgagor for the payment of
money for property sold or lent, for services rendered, for money lent, or for
advances or deposits made, and any other intangible property of the Mortgagor
relating to the Property (herein collectively referred to as the “Intangibles”);


 


(e)           Leases.
All rights of the Mortgagor in, to and under all leases, licenses, occupancy
agreements, concessions and other arrangements, oral or written, now existing
or hereafter entered into, whereby any Person agrees to pay money or any other
consideration for the use, possession or occupancy of, or any estate in, the
Property or any portion thereof or interest therein (herein collectively
referred to as the “Leases”), and the right, subject to applicable law,
upon the occurrence of any Event of Default hereunder, to receive and collect
the Rents (as hereinafter defined) paid or payable thereunder;


 


(f)            Plans.
All rights of the Mortgagor in and to all plans and specifications, designs,
drawings and other information, materials and matters heretofore or hereafter
prepared relating to the Improvements or any construction on the Real Estate
(herein collectively referred to as the “Plans”);


 


(g)           Permits.
All rights of the Mortgagor, to the extent assignable, in, to and under all
permits, franchises, licenses, approvals and other authorizations respecting
the use, occupation and operation of the Property and every part thereof and
respecting any business or other activity conducted on or from the Property,
and any product or proceed thereof or therefrom, including, without limitation,
all building permits, certificates of occupancy and other licenses, permits and
approvals issued by governmental authorities having jurisdiction (herein
collectively referred to as the “Permits”);


 


(h)           Contracts.
All right, title and interest of the Mortgagor in and to all agreements,
contracts, certificates, instruments, warranties, appraisals, engineering,
environmental, soils, insurance and other reports and studies, books, records,
correspondence, files and advertising materials, and other documents, now or
hereafter obtained or entered into, as the case may be, pertaining to the
construction, use, occupancy, possession, operation, management, leasing,
maintenance and/or ownership of the Property and all right, title and interest
of the Mortgagor therein (herein collectively referred to as the “Contracts”);


 


(i)            Leases
of Furniture, Furnishings and Equipment. All right, title and interest of
the Mortgagor as lessee in, to and under any leases of furniture, furnishings,
equipment and any other Goods now or hereafter installed in or at any time used
in connection with the Property;


 


(j)            Rents.
All rents, issues, profits, royalties, avails, income and other benefits
derived or owned, directly or indirectly, by the Mortgagor from the Property,
including, without limitation, all rents and other consideration payable by
tenants, claims against guarantors, and any cash or other securities deposited
to secure performance by tenants, under the Leases (herein collectively
referred to as “Rents”);


 


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(k)           Proceeds.
All proceeds of the conversion, voluntary or involuntary of any of the
foregoing into cash or liquidated claims, including, without limitation,
proceeds of insurance and condemnation awards (herein collectively referred to
as “Proceeds”); and


 


(1)           Other
Property. All other property and rights of the Mortgagor of every kind and
character relating to the Property, and all proceeds and products of any of the
foregoing;


 


provided that, notwithstanding the foregoing, the term “Collateral”
(and the components thereof) shall not include: (i) any Intangibles,
Rents, Proceeds or other rights arising under any Contracts, Leases or Permits
as to which the grant of a security interest would (A) constitute a
violation of a valid and enforceable restriction in favor of a third party on
such grant, unless and until any required consents shall have been obtained, or
(B) give any other party to such Contract, Lease or Permit the right to
terminate its obligations thereunder; (ii) any asset (other than the
Property), the granting of a security interest in which would be void or
illegal under any applicable governmental law, rule or regulation, or
pursuant thereto would result in, or permit the termination of, such asset; (iii) any
asset (other than the Property) subject to a Permitted Encumbrance (other than
Liens in favor of the Administrative Agent) to the extent that the grant of
other Liens on such asset (A) would result in a breach or violation of, or
constitute a default under, the agreement or instrument governing such
Permitted Encumbrance, (B) would result in the loss of use of such asset
or (C) would permit the holder of such Permitted Encumbrance to terminate
the Mortgagor’s use of such asset; and (iv) any asset not required to be
pledged under Section 7.1.8 of the Credit Agreement.


 


AND,
without limiting any of the other provisions of this Mortgage, the Mortgagor
expressly grants to the Mortgagee, as secured party, a security interest in all
of those portions of the Collateral which are or may be subject to the Uniform
Commercial Code provisions applicable to secured transactions in the State of
Iowa (the “State”);


 


TO
HAVE AND TO HOLD the Collateral unto the Mortgagee, its successors and assigns,
forever.


 


FURTHER
to secure the full, timely and proper payment and performance of the Credit
Extensions and other Obligations, the Mortgagor hereby covenants and agrees
with and warrants to the Mortgagee as follows:


 


ARTICLE I


 


COVENANTS AND AGREEMENTS OF
THE MORTGAGOR


 


SECTION 1.1.        Payment
of Obligations. The Mortgagor agrees that:


 


(a)                           it will duly and punctually pay and
perform or cause to be paid and performed each of the Obligations at the time
and in accordance with the terms of the Loan Documents, and


 


(b)                           when and as due and payable from time to
time in accordance with the terms hereof or of any other Loan Documents, pay
and perform, or cause to be paid and performed, all other Obligations.


 


SECTION 1.2.        Title
to Collateral, etc. The Mortgagor represents and warrants to and covenants
with the Mortgagee that:


 


(a)                           as of the date hereof and at all times
hereafter while this Mortgage is outstanding, the Mortgagor (1) is and shall be
the absolute owner of the legal and beneficial title


 


4

















 


to
the Property and to all other property material to its business included in the
Collateral, and (2) has and shall have good and marketable title in fee
simple absolute to the Property, subject in each case only to this Mortgage,
the liens expressly permitted pursuant to the terms of the Credit Agreement and
the encumbrances set forth in Schedule 2 hereto (collectively, the “Permitted
Encumbrances”); and


 


(b)                           the Mortgagor, at its
expense, will warrant and defend to the Mortgagee and any purchaser under the
power of sale herein or at any foreclosure sale such title to the Collateral
and the first mortgage lien and first priority perfected security interest of
this Mortgage thereon and therein against all claims and demands and will
maintain, preserve and protect such lien and security interest and will keep
this Mortgage a valid, direct first mortgage lien of record on and a first
priority perfected security interest in the Collateral, subject only to the
Permitted Encumbrances.


 


SECTION 1.3.        Title
Insurance.


 


SECTION 1.3.1      Title Insurance Policy. Concurrently
with the execution and delivery of this Mortgage, the Mortgagor, at its
expense, has obtained and delivered to the Mortgagee a loan policy or policies
of title insurance in an amount, and in form and substance, reasonably
satisfactory to the Mortgagee naming the Mortgagee as the insured, insuring the
title to and the first mortgage lien of this Mortgage on the Property, with endorsements
reasonably requested by the Mortgagee. The Mortgagor has duly paid in full all
premiums and other charges due in connection with the issuance of such policy
or policies of title insurance.


 


SECTION 1.3.2      Title Insurance Proceeds. All proceeds received by and
payable to the Mortgagee for any loss under the loan policy or policies of
title insurance delivered to the Mortgagee pursuant to Section 1.3.1,
or under any policy or policies of title insurance delivered to the Mortgagee
in substitution therefor or replacement thereof, shall be the property of the
Mortgagee and shall be applied by the Mortgagee in accordance with the
provisions of Section 2.1.


 


SECTION 1.4.        Recordation.
The Mortgagor, at its expense, will at all times cause this Mortgage and any
instruments amendatory hereof or supplemental hereto (and any appropriate
financing statements or other instruments and continuations thereof), and each
other instrument delivered in connection with the Credit Agreement or any other
Loan Document and intended thereunder to be recorded, registered and filed, to
be kept recorded, registered and filed, in such manner and in such places, and
will pay all such recording, registration, filing fees, taxes and other
charges, and will comply with all such statutes and regulations as may be
required by law in order to establish, preserve, perfect and protect the lien
and security interest of this Mortgage as a valid, direct first mortgage lien
and first priority perfected security interest in the Collateral, subject only
to the Permitted Encumbrances. The Mortgagor will pay or cause to be paid, and
will indemnify the Mortgagee in respect of, all taxes (including interest and
penalties) at any time payable in connection with the filing and recording of
this Mortgage and any and all supplements and amendments hereto.


 


SECTION 1.5.        Payment
of Impositions, etc. The Mortgagor will pay or cause to be paid all taxes,
assessments and governmental charges (collectively, the “Impositions”)
in accordance with Section 4.6(b) of the Credit Agreement.


 


SECTION 1.6.        Leases.
The Mortgagor represents and warrants to the Mortgagee that, as of the date
hereof, there are no written or oral leases or other agreements of any kind or
nature relating to the occupancy of any portion of the Property by any Person
other than the Mortgagor.


 


SECTION 1.7.        Compliance
with Instruments. The Mortgagor at its expense will promptly comply with
all rights of way or use, privileges, franchises, servitudes, licenses,
easements, tenements,


 


5

















 


hereditaments
and appurtenances forming a part of the Property and all instruments creating
or evidencing the same, in each case, to the extent compliance therewith is
required of the Mortgagor under the terms thereof, provided that the
Mortgagor may contest the same in good faith.


 


SECTION 1.8.        Alterations,
Additions, etc. So long as no Event of Default shall have occurred and be
continuing, the Mortgagor shall have the right at any time and from time to
time to make or cause to be made reasonable alterations of and additions to the
Property or any part thereof, provided that any alteration
or addition: (a) shall not materially reduce the fair market value thereof
below its value immediately before such alteration or addition, or materially
impair the usefulness of the Property; (b) is effected with due diligence,
in a good and workmanlike manner and in compliance with all material laws and
material applicable insurance policies; and (c) is promptly and fully paid
for, or caused to be paid for, by the Mortgagor.


 


SECTION 1.9.        Acquired
Property Subject to Lien. All property at any time acquired by the
Mortgagor and provided or required by this Mortgage to be or become subject to
the lien and security interest hereof, whether such property is acquired by
exchange, purchase, construction or otherwise, shall forthwith become subject
to the lien and security interest of this Mortgage without further action on
the part of the Mortgagor or the Mortgagee. The Mortgagor, at its expense, will
execute and deliver to the Mortgagee (and will record and file as provided in Section 1.4)
an instrument supplemental to this Mortgage reasonably satisfactory in
substance and form to the Mortgagee, whenever such an instrument is necessary
under applicable law to subject to the lien and security interest of this
Mortgage all right, title and interest of the Mortgagor in and to all property
provided or required by this Mortgage to be subject to the lien and security
interest hereof.


 


SECTION 1.10.      Assignment
of Rents, Proceeds, etc. The assignment, grant and conveyance of the
Leases, Rents, Proceeds and other rents, income, proceeds and benefits of the
Collateral contained in the Granting Clause of this Mortgage shall constitute
an absolute, present and irrevocable assignment, grant and conveyance, provided,
however, that permission is hereby given to the Mortgagor, so long as no
Event of Default has occurred and is continuing hereunder, to collect, receive
and apply such Rents, Proceeds and other rents, income, proceeds and benefits
as they become due and payable, but not in advance thereof, and in accordance
with all of the other terms, conditions and provisions hereof, of the Loan
Documents, and of the Leases, contracts, agreements and other instruments with
respect to which such payments are made or such other benefits are conferred.
Upon the occurrence, and during the continuation, of an Event of Default, such
permission shall terminate immediately and automatically, without notice to the
Mortgagor or any other Person except as required by law. Such assignment shall
be fully effective without any further action on the part of the Mortgagor or
the Mortgagee and the Mortgagee shall be entitled, at its option and upon ten (10) days
written notice to Mortgagor (unless the giving of such notice is precluded by
law), upon the occurrence and during the continuation of an Event of Default
hereunder, to collect, receive and apply all Rents, Proceeds and all other
rents, income, proceeds and benefits from the Collateral, including all right,
title and interest of the Mortgagor in any escrowed sums or deposits or any
portion thereof or interest therein, whether or not the Mortgagee takes
possession of the Collateral or any part thereof. The Mortgagor further grants
to the Mortgagee the right, at the Mortgagee’s option, upon the occurrence and
during the continuation of an Event of Default hereunder, to:


 


(a)                           enter upon and take possession of the
Property for the purpose of collecting Rents, Proceeds and said rents, income,
proceeds and other benefits;


 


(b)                           dispossess by the customary summary
proceedings any tenant, purchaser or other Person defaulting in the payment of
any amount when and as due and payable, or in the performance of any other
obligation, under any Lease, contract or other instrument to which said Rents,
Proceeds or other rents, income, proceeds or benefits relate;


 


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(c)                           let or convey the Collateral or any
portion thereof or any interest therein; and


 


(d)                           apply Rents, Proceeds and such rents,
income, proceeds and other benefits, after the payment of all necessary fees,
charges and expenses, on account of the Obligations in accordance with Section 3.11.


 


SECTION 1.11.      No
Claims Against the Mortgagee. Nothing contained in this Mortgage shall
constitute any consent or request by the Mortgagee, express or implied, for the
performance of any labor or the furnishing of any materials or other property
in respect of the Property or any part thereof, or be construed to permit the
making of any claim against the Mortgagee in respect of labor or services or
the furnishing of any materials or other property or any claim that any lien
based on the performance of such labor or the furnishing of any such materials
or other property is prior to the lien and security interest of this Mortgage. All contractors, subcontractors, vendors and other
persons dealing with the Property, or with any persons interested therein, are
hereby required to take notice of the provisions of this Section.


 


SECTION 1.12.      No
Transfer of the Property. Except as permitted by the Credit Agreement, the
Mortgagor shall not, without the prior written consent of the Mortgagee, which
consent may be granted or withheld in the sole and absolute discretion of the
Mortgagee (i) sell, convey, assign or otherwise transfer the Property or
any portion of the Mortgagor’s interest therein or (ii) further encumber
the Property or permit the Property to become encumbered by any lien, claim,
security interest or other indebtedness of any kind or nature other than the
Permitted Encumbrances.


 


SECTION 1.13.      Security
Agreement. With respect to the items of personal property and fixtures
referred to and described in the Granting Clause of this Mortgage and included
as part of the Collateral, this Mortgage is hereby made and declared to be a
security agreement encumbering each and every item of personal property and
fixtures now or hereafter owned by Mortgagor and included herein as a part of
the Collateral, in compliance with the provisions of the Uniform Commercial
Code as enacted in the State. In this respect, Mortgagor, as “Debtor”,
expressly grants to Mortgagee, as “Secured Party”, a security interest in and
to all of the property now or hereafter owned by Mortgagor which constitutes
the personal property and fixtures hereinabove referred to and described in
this Mortgage, including all extensions, accessions, additions, improvements, betterments,
renewals, replacements and substitutions thereof or thereto, and all proceeds
from the sale or other disposition thereof. Mortgagor agrees that Mortgagee may
file this Mortgage, or a reproduction thereof, in the real estate records or
other appropriate index, as, and this Mortgage shall be deemed to be, a
financing statement filed as a fixture filing in accordance with Section 554.9502
of the Iowa Code. Any reproduction of this Mortgage or of any other security
agreement or financing statement shall be sufficient as a financing statement.
In addition, Mortgagor agrees to execute and deliver to Mortgagee, upon
Mortgagee’s request, any other security agreement and financing statements, as
well as extensions, renewals, and amendments thereof, and reproductions of this
Mortgage, in such form as Mortgagee may require to perfect a security interest
with respect to said items. Mortgagor shall pay all costs of filing such
financing statements and any extensions, renewals, amendments and releases
thereof, and shall pay all reasonable costs and expenses of any record searches
for financing statements Mortgagee may reasonably require. Except as permitted
by the Credit Agreement, without the prior written consent of Mortgagee,
Mortgagor shall not create or suffer to be created pursuant to the Uniform
Commercial Code any other security interest in the above-described personal
property and fixtures, including any replacements and additions thereto. Upon
the occurrence and during the continuation of an Event of Default under this
Mortgage, the Mortgagee shall have and shall be entitled to exercise any and
all of the rights and remedies (i) as prescribed in this Mortgage, or (ii) as
prescribed by general law, or (iii) as prescribed by the specific
statutory provisions now or hereafter enacted and specified in said Uniform
Commercial Code, all at Mortgagee’s sole election. Mortgagor and Mortgagee
agree that the filing of any financing statements in the records normally
having to do with personal property shall not in any way affect the agreement
of Mortgagor and


 


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Mortgagee that everything located in, on or about, or used or intended
to be used with or in connection with the use, operation or enjoyment of, the
Collateral, which is described or reflected as a fixture in this Mortgage, is,
and at all times and for all purposes and in all proceedings, both legal and
equitable, shall be, regarded as part of the Property conveyed hereby.
Mortgagor warrants that Mortgagor’s name, identity and address are as set forth
herein. The mailing address of the Mortgagee from which information may be
obtained concerning the security interest created herein is also set forth
herein. This information hereof is provided in order that this Mortgage shall
comply with the requirements of the Uniform Commercial Code as enacted in the
State for instruments to be filed as financing statements. In accordance with Section 554.9515
of the Iowa Code, this Mortgage shall remain effective as a fixture filing
until this Mortgage is released or satisfied of record or its effectiveness
otherwise terminates as to the Collateral.


 


SECTION 1.14.      Representations
and Warranties. In order to induce the Mortgagee to enter into this
Mortgage, the Credit Agreement and the other Loan Documents, the Mortgagor
agrees that all of the representations and warranties set forth in the Credit
Agreement are incorporated into this Mortgage by reference as if fully set
forth herein.


 


SECTION 1.15.      Mortgagor’s
Covenants. In order to induce the Mortgagee to enter into this Mortgage,
the Credit Agreement and the other Loan Documents, the Mortgagor agrees that
all of the covenants set forth in the Credit Agreement are incorporated into
this Mortgage by reference as if fully set forth herein.


 


ARTICLE II


 


INSURANCE


 


SECTION 2.1.        Application
of Proceeds and Awards. The Mortgagee shall be entitled to receive any
proceeds of insurance as provided in the Credit Agreement, and the Mortgagee
shall apply all amounts recovered under any insurance policy required to be
maintained by the Mortgagor and all awards received by it on account of any
taking in accordance with the Credit Agreement.


 


ARTICLE III



EVENTS OF DEFAULT; REMEDIES, ETC.


 


SECTION 3.1.        Events
of Default; Acceleration. If an “Event of Default” (pursuant to and as
defined in the Credit Agreement) shall have occurred, then and in any such
event the Mortgagee may at any time thereafter (unless all Events of Default
shall theretofore have been remedied and all costs and expenses, including,
without limitation, attorneys’ fees and expenses incurred by or on behalf of
the Mortgagee, shall have been paid in full by the Mortgagor) declare, by
written notice to the Mortgagor, the Loans and all other Obligations to be due
and payable immediately or on a date specified in such notice (provided that,
upon the occurrence of any Event of Default described in Section 8.1.9 of
the Credit Agreement, the Loans and all other Obligations shall automatically
become due and payable), and on such date the same shall be and become due and
payable, together with interest accrued thereon, without presentment, demand,
protest or notice, all of which the Mortgagor hereby waives. The Mortgagor will
pay on demand all costs and expenses, including, without limitation, attorneys’
fees and expenses, incurred by or on behalf of the Mortgagee in enforcing this
Mortgage, or any other Loan Document, or occasioned by any Event of Default.


 


SECTION 3.2.        Legal
Proceedings; Foreclosure. If an Event of Default shall have occurred and be
continuing, the Mortgagee at any time may, at its election and upon ten (10) days
written notice to Mortgagor (unless the giving of such notice is precluded by
law), proceed at law or in equity or otherwise to enforce the payment and
performance of the Obligations in accordance with the terms hereof and


 


8

















 


thereof
and to foreclose the this Mortgage in accordance with the laws of the State as
against all or any part of the Collateral and to have the same sold under the
judgment or decree of a court of competent jurisdiction. The Mortgagee shall be
entitled to recover in such proceedings all costs incident thereto, including
attorneys’ fees and expenses in such amounts as may be fixed by the court.


 


SECTION 3.3.        Redemption.
It is agreed that if this Mortgage covers less than ten (10) acres  of land, and in
the event of the foreclosure of this Mortgage and sale of the property by
sheriff’s sale in such foreclosure proceedings, the time of one year for
redemption from said sale provided by the statutes of the State of Iowa shall
be reduced to six (6) months provided the Mortgagee, in such action, files
an election to waive any deficiency judgment against Mortgagors which may arise
out of the foreclosure proceedings; all to be consistent with the provisions of
Chapter 628 of the Iowa Code. If the redemption period is so reduced, for the
first three (3) months after sale such right of redemption shall be
exclusive to the Mortgagor, and the time periods in Sections 628.5, 628.15 and
618.16 of the Iowa Code shall be reduced to four (4) months.


 


It
is further agreed that the period of redemption after a foreclosure of this
Mortgage shall be reduced to sixty (60) days if all of the three following
contingencies develop: (1) the real estate is less than ten (10) acres
in size; (2) the Court finds affirmatively that the said real estate has
been abandoned by the owners and those persons personally liable under this
Mortgage at the time of such foreclosure; and (3) Mortgagee in such action
files an election to waive any deficiency judgment against Mortgagors or their
successors in interest in such action. If the redemption period is so reduced,
Mortgagors or their successors in interest or the owner shall have the exclusive
right to redeem for the first thirty (30) days after such sale, and the time
provided for redemption by creditors as provided in Sections 628.5, 628.15 and
628.16 of the Iowa Code shall be reduced to forty (40) days. Entry of
appearance by pleading or docket entry by or on behalf of Mortgagor shall be a
presumption that the property is not abandoned. Any such redemption period
shall be consistent with all of the provisions of Chapter 628 of the Iowa Code.
This paragraph shall not be construed to limit or otherwise affect any other
redemption provisions contained in Chapter 628 of the Iowa Code.


 


SECTION 3.4.        Uniform
Commercial Code Remedies. If an Event of Default shall have occurred and be
continuing and upon ten (10) days written notice to Mortgagor (unless the
giving of such notice is precluded by law), the Mortgagee may exercise from
time to time and at any time any rights and remedies available to it under
applicable law upon default in the payment of indebtedness, including, without
limitation, any right or remedy available to it as a secured party under the
Uniform Commercial Code of the State. The Mortgagor shall, promptly upon
request by the Mortgagee, assemble the Collateral, or any portion thereof
generally described in such request, and make it available to the Mortgagee at
such place or places designated by the Mortgagee and reasonably convenient to
the Mortgagee or the Mortgagor. If the Mortgagee elects to proceed under the
Uniform Commercial Code of the State to dispose of portions of the Collateral,
the Mortgagee, at its option, may give the Mortgagor notice of the time and
place of any public sale of any such property, or of the date after which any
private sale or other disposition thereof is to be made, by sending notice by
registered or certified first class mail, postage prepaid, to the Mortgagor at
least ten (10) days before the time of the sale or other disposition. If
any notice of any proposed sale, assignment or transfer by the Mortgagee of any
portion of the Collateral or any interest therein is required by law, the
Mortgagor conclusively agrees that ten (10) days notice to the Mortgagor
of the date, time and place (and, in the case of a private sale, the terms)
thereof is reasonable.


 


SECTION 3.5.        Other
Rights and Remedies. The Mortgagor shall have such other rights and  remedies as may
be available to Mortgagors under the law of the State.


 


SECTION 3.6.        Purchase
of Collateral by Mortgagee. The Mortgagee may be a purchaser of the
Collateral or of any part thereof or of any interest therein at any sale
thereof, whether pursuant to power of sale, foreclosure or otherwise, and the
Mortgagee may apply upon the purchase price thereof the


 


9

















 


indebtedness
secured hereby owing to the Mortgagee. Such purchaser shall, upon any such
purchase, acquire good title to the properties so purchased, free of the
security interest and lien of this Mortgage and free of all rights of
redemption in the Mortgagor.


 


SECTION 3.7.        Receipt
a Sufficient Discharge to Purchaser. Upon any sale of the Collateral  or any part
thereof or any interest therein, whether pursuant to foreclosure or otherwise,
the receipt of the Mortgagee or the officer making the sale under judicial
proceedings shall be a sufficient discharge to the purchaser for the purchase
money, and such purchaser shall not be obliged to see to the application
thereof.


 


SECTION 3.8.        Waiver
of Appraisement, Valuation, etc. The Mortgagor hereby waives, to the
fullest extent it may lawfully do so, the benefit of all appraisement,
valuation, stay, extension and redemption laws now or hereafter in force and
all rights of marshaling in the event of any sale of the Collateral or any part
thereof or any interest therein.


 


SECTION 3.9.        Sale a
Bar Against Mortgagor. Any sale of the Collateral or any part thereof or
any interest therein under or by virtue of this Mortgage, whether pursuant to
power of sale, foreclosure or otherwise, shall forever be a bar against the
Mortgagor.


 


SECTION 3.10.      Obligations
To Become Due on Sale. Upon any sale of the Collateral or any  portion thereof
or interest therein by virtue of the exercise of any remedy by the Mortgagee
under or by virtue of this Mortgage, whether pursuant to power of sale,
foreclosure or otherwise in accordance with this Mortgage or by virtue of any
other remedy available at law or in equity or by statute or otherwise, at the
option of the Mortgagee, any sums or monies due and payable pursuant to the
Credit Agreement, the Loan Documents and in connection with the Loans and/or
the Obligations shall, if not previously declared due and payable, immediately
become due and payable, together with interest accrued thereon, and all other
indebtedness which this Mortgage by its terms secures.


 


SECTION 3.11.      Application
of Proceeds of Sale and Other Moneys. The proceeds of any sale of the
Collateral or any part thereof or any interest therein under or by virtue of
this Mortgage, whether pursuant to power of sale, foreclosure or otherwise, and
all other moneys at any time held by the Mortgagee as part of the Collateral,
shall be applied in such order of priority as the Mortgagee shall determine in
its sole and absolute discretion including, without limitation, as follows:


 


(a)                           first,
to the payment of the reasonable costs and expenses of such sale (including,
without limitation, the cost of evidence of title and the costs and expenses,
if any, of taking possession of, retaining custody over, repairing, managing,
operating, maintaining and preserving the Collateral or any part thereof prior
to such sale), all reasonable costs and expenses incurred by the Mortgagee or
any other Person in obtaining or collecting any insurance proceeds,
condemnation awards or other amounts received by the Mortgagee, all reasonable
costs and expenses of any receiver of the Collateral or any part thereof, and
any Impositions or other charges or expenses prior to the security interest or
lien of this Mortgage, which the Mortgagee may consider it necessary or
desirable to pay;


 


(b)                           second,
to the payment of any Obligation (other than those set forth in Section 3.11(c) below);


 


(c)                           third,
to the payment of all amounts of principal of and interest at the time due and
payable under the Credit Agreement at the time outstanding (whether due by
reason of maturity or by reason of any prepayment requirement or by declaration
or acceleration or otherwise), including interest at the rate provided for in
the Credit Agreement on any overdue principal and (to the extent permitted
under applicable law) on any overdue interest; and, in case such moneys shall
be insufficient to pay in full such principal and interest, then, first,
to the


 


10

















 


payment
of all amounts of interest at the time due and payable and, second, to
the payment of all amounts of principal at the time due and payable under the
Credit Agreement; and


 


(d)                           fourth, the
balance, if any, held by the Mortgagee after payment in full of  all amounts
referred to in subdivisions Sections 3.11(a), (b) and (c) above,
shall, unless a court of competent jurisdiction may otherwise direct by final
order not subject to appeal, be paid to or upon the direction of the Mortgagor.


 


SECTION 3.12.      Appointment
of Receiver. If an Event of Default shall have occurred and be  continuing, the
Mortgagee shall, as a matter of right, upon ten (10) days written notice
to the Mortgagor (unless the giving of such notice is precluded by law), and
without regard to the adequacy of any security for the indebtedness secured
hereby or the solvency of the Mortgagor, be entitled to the appointment of a
receiver for all or any part of the Collateral, whether such receivership be
incidental to a proposed sale of the Collateral or otherwise, and the Mortgagor
hereby consents to the appointment of such a receiver and will not oppose any
such appointment.


 


SECTION 3.13.      Possession,
Management and Income. If an Event of Default shall have  occurred and be
continuing, in addition to, and not in limitation of, the rights and remedies
provided in Section 1.13, the Mortgagee, upon ten (10) days
notice to the Mortgagor, may enter upon and take possession of the Collateral
or any part thereof by force, summary proceeding, ejectment or otherwise and
may remove the Mortgagor and all other Persons and any and all property therefrom
and may hold, operate, maintain, repair, preserve and manage the same and
receive all earnings, income, Rents, issues and Proceeds accruing with respect
thereto or any part thereof. The Mortgagee shall be under no liability for or
by reason of any such taking of possession, entry, removal or holding,
operation or management, except that any amounts so received by the Mortgagee
shall be applied to pay all costs and expenses of so entering upon, taking
possession of, holding, operating, maintaining, repairing, preserving and
managing the Collateral or any part thereof, and any Impositions or other
charges prior to the lien and security interest of this Mortgage which the
Mortgagee may consider it necessary or desirable to pay, and any balance of such
amounts shall be applied as provided in Section 3.11.


 


SECTION 3.14.      Right
of Mortgagee to Perform Mortgagor’s Covenants, etc. If the  Mortgagor shall
fail to make any payment or perform any act required to be made or performed
hereunder, the Mortgagee, upon ten days notice to the Mortgagor (provided that
no such notice shall be required in the event of an emergency) and without
waiving or releasing any obligation or Event of Default, may (but shall be
under no obligation to) at any time thereafter make such payment or perform
such act for the account and at the expense of the Mortgagor, and may enter
upon the Collateral for such purpose and take all such action thereon as, in
the Mortgagee’s opinion, may be necessary or appropriate therefor. No such
entry and no such action shall be deemed an eviction of any lessee of the
Property or any part thereof. All sums so paid by the Mortgagee and all costs
and expenses (including, without limitation, attorneys’ fees and expenses) so
incurred, together with interest thereon at the rate provided for in the Credit
Agreement from the date of payment or incurring, shall constitute additional
indebtedness under the Credit Agreement secured by this Mortgage and shall be
paid by the Mortgagor to the Mortgagee on demand.


 


SECTION 3.15.      Subrogation.
To the extent that the Mortgagee, on or after the date hereof, pursuant to this
Mortgage, pays any sum due under any provision of any law or any instrument
creating any lien prior or superior to the lien of this Mortgage, or the Mortgagor
or any other Person pays any such sum with the proceeds of the loan evidenced
by the Credit Agreement, the Mortgagee shall have and be entitled to a lien on
the Collateral equal in priority to the lien discharged, and the Mortgagee
shall be subrogated to, and receive and enjoy all rights and liens possessed,
held or enjoyed by, the holder of such lien, which shall remain in existence
and benefit the Mortgagee in securing the Obligations.


 


11

















 


SECTION 3.16.      Remedies,
etc., Cumulative. Each right, power and remedy of the Mortgagee provided
for in this Mortgage, the Credit Agreement or any other Loan Document, or now
or hereafter existing at law or in equity or by statute or otherwise shall be
cumulative and concurrent and shall be in addition to every other right, power
or remedy provided for in this Mortgage, the Credit Agreement or any other Loan
Document, or now or hereafter existing at law or in equity or by statute or
otherwise, and the exercise or beginning of the exercise by the Mortgagee of
any one or more of the rights, powers or remedies provided for in this
Mortgage, the Credit Agreement, or any other Loan Document, or now or hereafter
existing at law or in equity or by statute or otherwise shall not preclude the
simultaneous or later exercise by the Mortgagee of any or all such other
rights, powers or remedies.


 


SECTION 3.17.      Provisions
Subject to Applicable Law. All rights, powers and remedies provided in this
Mortgage may be exercised only to the extent that the exercise thereof does not
violate any applicable provisions of law and are intended to be limited to the
extent necessary so that they will not render this Mortgage invalid,
unenforceable or not entitled to be recorded, registered or filed under the
provisions of any applicable law. If any term of this Mortgage or any
application thereof shall be invalid or unenforceable, the remainder of this
Mortgage and any other application of such term shall not be affected thereby.


 


SECTION 3.18.      No Waiver,
etc. No failure by the Mortgagee to insist upon the strict performance of
any term hereof or of the Credit Agreement, or of any other Loan Document, or
to exercise any right, power or remedy consequent upon a breach hereof or
thereof, shall constitute a waiver of any such term or of any such breach. No
waiver of any breach shall affect or alter this Mortgage, which shall continue
in full force and effect with respect to any other then existing or subsequent
breach. By accepting payment or performance of any amount or other Obligations
secured hereby before or after its due date, the Mortgagee shall not be deemed
to have waived its right either to require prompt payment or performance when
due of all other amounts and Obligations payable hereunder or to declare a
default for failure to effect such prompt payment.


 


SECTION 3.19.      Compromise
of Actions, etc. Any action, suit or proceeding brought by the Mortgagee
pursuant to any of the terms of this Mortgage, the Credit Agreement, any other
Loan Document, or otherwise, and any claim made by the Mortgagee hereunder or
thereunder, may be compromised, withdrawn or otherwise dealt with by the
Mortgagee without any notice to or approval of the Mortgagor.


 


ARTICLE IV


 


DEFINITIONS


 


SECTION 4.1.        Use of
Defined Terms. Terms for which meanings are provided in this  Mortgage shall,
unless otherwise defined or the context otherwise requires, have such meanings
when used in any certificate and any opinion, notice or other communication
delivered from time to time in connection with this Mortgage or pursuant
hereto.


 


SECTION 4.2.        Credit
Agreement Definitions. Unless otherwise defined herein or the  context
otherwise requires, terms used in this Mortgage, including its preamble and
recitals, have the meanings provided in the Credit Agreement.


 


ARTICLE V


 


MISCELLANEOUS


 


SECTION 5.1         Further
Assurances; Financing Statements.


 


12

















 


SECTION 5.1.1      Further
Assurances. The Mortgagor, at its expense, will execute, acknowledge and
deliver all such instruments and take all such other action as the Mortgagee
from time to time may reasonably request:


 


(a)                           to
better subject to the lien and security interest of this Mortgage all or any
portion of the Collateral,


 


(b)                           to
perfect, publish notice or protect the validity of the lien and security
interest of this Mortgage,


 


(c)                           to
preserve and defend the title to the Collateral and the rights of the Mortgagee
therein against the claims of all Persons as long as this Mortgage shall remain
undischarged (subject to the Permitted Encumbrances),


 


(d)                           to
better subject to the lien and security interest of this Mortgage or to
maintain or preserve the lien and security interest of this Mortgage with
respect to any replacement or substitution for any Collateral or any other
after-acquired property, or


 


(e)                           in
order to further effectuate the purposes of this Mortgage and to carry out the
terms hereof and to better assure and confirm to the Mortgagee its rights,
powers and remedies hereunder.


 


SECTION 5.1.2      Financing
Statements. Notwithstanding any other provision of this Mortgage, the
Mortgagor hereby agrees that, without notice to or the consent of the
Mortgagor, the Mortgagee may file with the appropriate public officials such
financing statements, continuation statements, amendments and similar documents
as are or may become necessary to perfect, preserve or protect the security
interest granted by this Mortgage.


 


SECTION 5.2.        Additional
Security. Without notice to or consent of the Mortgagor, and without impairment
of the security interest and lien of and rights created by this Mortgage, the
Mortgagee and the Lenders may accept from the Mortgagor or any other Person
additional security for the Obligations. Neither the giving of this Mortgage
nor the acceptance of any such additional security shall prevent the Mortgagee
from resorting, first, to such additional security, or, first, to the security
created by this Mortgage, or concurrently to both, in any case without
affecting the Mortgagee’s lien and rights under this Mortgage.


 


SECTION 5.3.        Defeasance;
Partial Release, etc.


 


SECTION 5.3.1      Defeasance.
If the Credit Extensions and all other amounts owing pursuant to the Credit
Agreement and the other Loan Documents shall be repaid in full in accordance
with the terms thereof, and if the Mortgagor shall pay, in full, the principal
of and premium, if any, and interest on the Obligations in accordance with the
terms thereof and hereof and all other sums payable hereunder by the Mortgagor
and shall comply with all the terms, conditions and requirements hereof and of
the Obligations, then on such date, the Mortgagee shall, upon the request of
the Mortgagor and at the Mortgagor’s sole cost and expense, execute and deliver
such instruments, in form and substance reasonably satisfactory to the
Mortgagee, as may be necessary to reconvey, release and discharge this
Mortgage.


 


SECTION 5.3.2      Partial
Release, etc. The Mortgagee may, at any time and from time to time, without
liability therefor, with prior written notice to the Mortgagor, release or
reconvey any part of the Collateral, consent to the making of any map or plat
of the Property, join in granting any easement thereon or join in any extension
agreement or agreement subordinating the lien of this Mortgage, or enter into any
other agreement in connection with the Collateral. Upon the Disposition of
Collateral in


 


13

















 


accordance with the Credit Agreement, the Liens granted herein shall
automatically terminate with respect to such Collateral. In addition, at the
request of the Mortgagor, and at the sole expense of the Mortgagor, the
Mortgagor shall be released from its obligations hereunder in the event that
the Capital Securities of the Mortgagor are Disposed of in a transaction permitted
by the Credit Agreement; provided that the Mortgagor shall have delivered to
the Administrative Agent, at least three Business Days prior to the date of the
proposed release, a written request for release and a certification by the
Mortgagor stating that such transaction is in compliance with the Loan
Documents. Upon any such Disposition, the Mortgagee will, at the Mortgagor’s
sole expense, deliver to the Mortgagor, without any representations, warranties
or recourse of any kind whatsoever, all Collateral held by the Mortgagee
hereunder, and execute and deliver to the Mortgagor such documents as the
Mortgagor shall reasonably request to evidence such termination.


 


SECTION 5.4.        Notices,
etc. All notices and other communications provided to any of the parties
hereto shall be in writing and addressed, delivered or transmitted to such
party as set forth in the Credit Agreement.


 


SECTION 5.5.        Waivers,
Amendments, etc. The provisions of this Mortgage may be amended, discharged
or terminated and the observance or performance of any provision of this
Mortgage may be waived, either generally or in a particular instance and either
retroactively or prospectively, only by an instrument in writing executed by
the Mortgagor and the Mortgagee.


 


SECTION 5.6.        Cross-References.
References in this Mortgage and in each instrument executed pursuant hereto to
any Section or Article are, unless otherwise specified, to such Section or
Article of this Mortgage or such instrument, as the case may be, and
references in any Section, Article or definition to
any clause are, unless otherwise specified, to such clause of such Section, Article or
definition.


 


SECTION 5.7.        Headings.
The various headings of this Mortgage and of each instrument executed pursuant
hereto are inserted for convenience only and shall not affect the meaning or
interpretation of this Mortgage or such instrument or any provisions hereof or
thereof.


 


SECTION 5.8.        Currency.
Unless otherwise expressly stated, all references to any currency or money, or
any dollar amount, or amounts denominated in “Dollars” herein will be deemed to
refer to the lawful currency of the United States.


 


SECTION 5.9.        Governing
Law. THIS MORTGAGE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED
BY THE LAWS OF THE STATE.


 


SECTION 5.10.      Successors
and Assigns, etc. This Mortgage shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and assigns.


 


SECTION 5.11.      Waiver
of Jury Trial; Submission to Jurisdiction.


 


(a)                           EACH
OF THE MORTGAGOR AND THE MORTGAGEE HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS MORTGAGE, THE CREDIT AGREEMENT, ANY LOAN DOCUMENT OR ANY OTHER RELATED
INSTRUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
ORAL OR WRITTEN), OR ACTIONS OF THE MORTGAGOR OR THE MORTGAGEE. THIS PROVISION
IS A MATERIAL INDUCEMENT FOR THE MORTGAGEE AND THE LENDERS TO ENTER INTO THE
TRANSACTIONS PROVIDED FOR IN THE CREDIT AGREEMENT AND TO MAKE THE CREDIT
EXTENSIONS.


 


14

















 


(b)                           FOR THE PURPOSE
OF ANY ACTION OR PROCEEDING INVOLVING THIS MORTGAGE, THE CREDIT AGREEMENT OR
ANY OTHER LOAN DOCUMENT, EACH OF THE MORTGAGOR AND THE MORTGAGEE HEREBY
EXPRESSLY AND IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ALL
FEDERAL AND STATE COURTS LOCATED IN THE STATE AND CONSENTS THAT IT MAY BE
SERVED WITH ANY PROCESS OR PAPER BY REGISTERED MAIL OR BY PERSONAL SERVICE
WITHIN OR WITHOUT THE STATE IN ACCORDANCE WITH APPLICABLE LAW, PROVIDED A
REASONABLE TIME FOR APPEARANCE IS ALLOWED. EACH OF THE MORTGAGOR AND THE
MORTGAGEE EXPRESSLY WAIVES, TO THE EXTENT IT MAY LAWFULLY DO SO, ANY
OBJECTION, CLAIM OR DEFENSE WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF
VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS MORTGAGE, THE
CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY SUCH COURT, IRREVOCABLY
WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER IRREVOCABLY WAIVES
THE RIGHT TO OBJECT, WITH RESPECT TO ANY SUCH CLAIM, SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER THE
PERSON OF THE MORTGAGOR OR THE MORTGAGEE. NOTHING CONTAINED HEREIN WILL BE
DEEMED TO PRECLUDE ANY PARTY FROM BRINGING AN ACTION AGAINST THE OTHER PARTY IN
ANY OTHER JURISDICTION.


 


SECTION 5.12.      Severability. Any provision of this Mortgage, the Credit Agreement or any  other Loan
Document which is prohibited or unenforceable in any jurisdiction shall as to
such provision and such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
of this Mortgage, the Credit Agreement or such Loan Document or affecting the
validity or enforceability of such provision in any other jurisdiction.


 


SECTION 5.13.      Loan
Document. This Mortgage is a Loan Document executed pursuant to the Credit
Agreement and, unless otherwise expressly indicated herein, shall be construed,
administered and applied in accordance with the terms and provisions thereof.


 


SECTION 5.14.      Usury
Savings Clause. It is the intention of the Mortgagor and the Mortgagee to
conform strictly to the usury laws governing the Loan Documents and any
interest payable under the Loan Documents shall be subject to reduction to the
amount not in excess of the maximum non-usurious amount allowed under such
laws, as construed by the courts having jurisdiction over such matters. In the
event the maturity of the Obligations is accelerated by reason of any provision
of the Loan Documents, or by reason of an election by the Mortgagee resulting
from an Event of Default, then interest may never include more than the maximum
amount permitted by law, computed from the dates of each advance of loan
proceeds under the Credit Agreement until payment, and any interest in excess
of the maximum amount permitted by law shall be canceled automatically or, if theretofore
paid, at the option of the Mortgagee, shall be rebated to the Mortgagor, or
shall be credited on the principal amount of the Obligations or, if all
principal has been repaid, then the excess shall be rebated to the Mortgagor.
If any interest is canceled, credited against principal or rebated to the
Mortgagor in accordance with the foregoing sentence and, if thereafter the
interest payable hereunder is less than the maximum amount permitted by
applicable law, the rate hereunder shall automatically be increased to the
maximum extent possible to permit repayment to the Mortgagee and the Lenders as
soon as possible of any interest in excess of the maximum amount permitted by
law which was earlier canceled, credited against principal or rebated to the Mortgagor
pursuant to the provisions of the foregoing sentence.


 


SECTION 5.15.      Future Advances. This Mortgage is a “Future Advance Mortgage” under Section 654.12A
of the Iowa Code. Any and all future advances under this Mortgage and the Loan


 


15

















 


Documents shall have the same priority as if the future advance was
made on the date that this Mortgage was recorded. This Mortgage shall secure
the Obligations, whenever incurred, such Obligations to be due at the times
provided in the Loan Documents. Notice is hereby given that the Obligations may
increase as a result of any defaults hereunder by Mortgagor due to, for
example, and without limitation, unpaid interest or late charges, unpaid taxes
or insurance premiums which the Mortgagee elects to advance, defaults under
leases that the Mortgagee elects to cure, attorney fees or costs incurred in
enforcing the Loan Documents or other expenses incurred by the Mortgagee in
protecting the Collateral, the security of this Mortgage or the Mortgagee’s
rights and interests.


 


16














 


In Witness Whereof, the undersigned, by its
duly elected officers and pursuant to proper authority of its board of
directors has duly executed, sealed, acknowledged and delivered this instrument
as of the day and year first above written.


 


	
   

  	
  SABRE
  COMMUNICATIONS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


 


STATE OF IOWA, COUNTY OF                             


 


This instrument was acknowledged before me on June   ,
2007, by                           as


 


                                     of
Sabre Communications Corporation, an Iowa corporation.


 


 


                               ,
Notary Public        


(Section 9E.15(2), Code of Iowa)


 


 


DRAFTED BY:


 


Mayer, Brown, Rowe & Maw LLP


1675 Broadway


New York, New York 10019


Attention: Michael Sloyer, Esq.


 

















 


SCHEDULE 1


 


Legal Description of the Land


 


Lots
3, 4, 5, 6, 7, 8, 9, and 10, Replat of Part of Lots 7 and 8, Bridgeport
Industrial Park 2nd Filing, an Addition to Sioux City, Woodbury
County, Iowa.


 

















 


SCHEDULE 2


 


Permitted
Encumbrances


 


1.     Standby fees, taxes and
assessments for the year 2007 and subsequent years, which are a lien not yet
due and payable.


 


2.     Items 10 and 15 in the
Commitment for Title Insurance issued by Chicago Title Insurance Company,
Commitment Number 100718783, dated June 15, 2007 at 7:00 A.M.


 

















 


EXHIBIT J


 


FORM OF JOINDER AGREEMENT


 


THIS
JOINDER AGREEMENT (this “Joinder Agreement”), dated as of [September    ],
2007, is made by and among the New Borrowers referred to herein and Dresdner
Bank AG, New York And Grand Cayman Branches, as administrative agent (in such
capacity, the “Administrative Agent”) for the Lenders referred to below.
Capitalized terms used herein, unless otherwise defined herein, have the
meanings provided in the Credit Agreement (as defined below).


 


W I T N E S S E T H:


 


WHEREAS,
pursuant to that certain Credit Agreement, dated as of June 26, 2007 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 (“Holdings”), CellXion, LLC, a Delaware limited liability
company (“CellXion”), and Cellxion Wireless Services, LLC, a Delaware
limited liability company (“CellXion Wireless”) (each a “Borrower”
and, collectively, the “Borrowers”), the various financial institutions
and other Persons from time to time parties thereto (the “Lenders”), the
Administrative Agent, and Dresdner Kleinwort Securities LLC, as the Lead
Arranger, the Lenders and the Issuers have extended Commitments to make Credit
Extensions to the Borrowers; and


 


WHEREAS,
the Credit Agreement requires each of Holdings, CellXion and CellXion Wireless
(each a “New Borrower” and, collectively, the “New Borrowers”) to
execute and deliver this Joinder Agreement in order to evidence its agreement
to become a party to the Credit Agreement as an additional “Borrower”;


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and in order to induce the Lenders and the
Issuers to make Credit Extensions to the New Borrowers pursuant to the Credit
Agreement, the parties hereto hereby agree as follows:


 


Section 1.              Credit
Agreement.  Each New Borrower hereby (i) agrees
that by its execution and delivery of a counterpart signature page to this
Joinder Agreement, such New Borrower shall become a “Borrower” and a “Guarantor
under the Credit Agreement with the same force and effect as if it had
originally been a signatory thereto, and shall assume all of the rights and
obligations of a “Borrower” and a “Guarantor” thereunder, (ii) acknowledges
receipt of a copy of, and agrees to be obligated and bound by all of the terms
and provisions of, the Credit Agreement and (iii) acknowledges and agrees
that, from and after the date hereof, each reference in the Credit Agreement to
a “Borrower” or a “Guarantor” shall be deemed to include such New Borrower. The
Administrative Agent agrees that such New Borrower shall become a “Borrower”
and a “Guarantor” under the Credit Agreement as of the date hereof with the
same force and effect as it had originally been a signatory thereto in such
capacity.


 

















 


Section 2.              Representations and Warranties. Each New
Borrower hereby represents and warrants that:


 


(a)           this Joinder Agreement has been duly authorized,
executed and delivered by such New Borrower and constitutes a valid and binding
agreement of such New Borrower, enforceable against such New Borrower in
accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors’ rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing; and


 


(b)           each of the representations and warranties contained
in the Credit Agreement, insofar as any such representation or warranty relates
to such New Borrower, is true and correct in all material respects as of the
date hereof (except to the extent any such representation or warranty is
expressly stated to relate to an earlier date or dates, in which case such
representation or warranty was true and correct in all material respects as of
such earlier date or dates), with the same effect as though such
representations and warranties had been made on and as of the date hereof after
giving effect to the joinder of such New Borrower as an additional “Borrower”
and an additional “Guarantor” under the Credit Agreement and an additional “Grantor”
under the Security Agreement.


 


Section 3.              Effectiveness. This Joinder
Agreement shall become effective on the date  when the Lead Arranger shall
have received duly executed counterparts of this Joinder Agreement from each
New Borrower.


 


Section 4.              Confirmation. All terms and
provisions of the Credit Agreement and the Schedules thereto shall continue in
full force and effect and unchanged and are hereby confirmed in all respects.


 


Section 5.              GOVERNING LAW. THIS JOINDER
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND S-1402 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).


 


Section 6.              Loan Document. This Joinder
Agreement is a Loan Document executed  pursuant to the Credit
Agreement and shall be construed, administered and applied in accordance with
the terms and provisions thereof, including Article X thereof.


 


Section 7.              Counterparts. This Joinder
Agreement may be executed by the parties hereto in several counterparts, each
of which shall be an original and all of which shall constitute together but
one and the same agreement.


 


Section 8.              Severability. Any provision
of this Joinder Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such provision and such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Joinder Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction.


 

















 


Section 9.              Headings.  The various
headings of this Joinder Agreement are inserted for convenience only and shall
not affect the meaning or interpretation of this Joinder Agreement or any
provisions thereof.


 


[Signature Pages to Follow]


 

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.


 


 


	
   

  	
  SABRE
  INDUSTRIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CELLXION,
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CELLXION
  WIRELESS SERVICES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
  DRESDNER BANK AG, NEW YORK AND

  
	
   

  	
  GRAND CAYMAN BRANCHES,

  
	
   

  	
  as the Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 














 


EXHIBIT K


 


FORM OF INTERCO SUBORDINATION AGREEMENT


 


THIS INTERCO SUBORDINATION AGREEMENT (this “Subordination Agreement”),
dated as of [       ], 2007, made by and
among each of the undersigned Persons and each other Person that may from time
to time become a party hereto pursuant to the terms hereof (collectively, the “Subordinated
Creditors”), in favor of Dresdner Bank AG, New York And Grand Cayman
Branches, as administrative agent (together with its successor(s) thereto
in such capacity, the “Administrative Agent”) for each of the Secured
Parties.


 


W I T N E S S E T H:


 


WHEREAS,
pursuant to that certain Credit Agreement, dated as of June 26, 2007, (as
amended, supplemented, amended and restated or otherwise modified from time to
time, the “Credit Agreement”), 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 (“Holdings”), CellXion,
LLC, a Delaware limited liability company, and CellXion Wireless Services, LLC,
a Delaware limited liability company (each a “Borrower” and,
collectively, the “Borrowers”), the Lenders, the Administrative Agent
and Dresdner Kleinwort Securities LLC, as the Lead Arranger, the Lenders and
the Issuers have extended Commitments to make Credit Extensions to the
Borrowers;


 


WHEREAS,
each Borrower and each other Guarantor (collectively, the “Subordinated
Debtors”) is now or may hereafter from time to time become indebted or
otherwise obligated to the Subordinated Creditors in respect of Indebtedness
related to or resulting from intercompany Indebtedness from, non-equity
investments by or any obligation to pay for goods and services to, any
Subordinated Creditor (all such present and future Indebtedness or obligations
owing to or investments made by the Subordinated Creditors (whether created
directly or acquired by assignment or otherwise), and all interest, premiums
and fees, if any, thereon and all other amounts payable in respect thereof and
all rights and remedies of the Subordinated Creditors with respect thereto,
being referred to as the “Intercompany Subordinated Debt”);


 


WHEREAS,
pursuant to clause (f) of Section 7.2.2 of the Credit Agreement, each
Subordinated Creditor is required to execute and deliver this Subordination
Agreement;


 


WHEREAS,
each Subordinated Creditor has duly authorized the execution, delivery and
performance of this Subordination Agreement; and


 


WHEREAS,
it is in the best interests of each Subordinated Creditor to execute this
Subordination Agreement inasmuch as each Subordinated Creditor will derive
substantial direct and indirect benefits from the Credit Extensions made from
time to time to the Borrowers by the Lenders and the Issuers pursuant to the
Credit Agreement;


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and in order to induce (i) the Lenders and
the Issuers to make


 

















 


Credit
Extensions to the Borrowers pursuant to the Credit Agreement and (ii) certain
of the Secured Parties to enter into Rate Protection Agreements, the parties
hereto hereby agree as follows:


 


ARTICLE I

DEFINITIONS


 


SECTION 1.1
Certain Terms. The following terms (whether or not underscored) when
used in this Subordination Agreement, including its preamble and recitals,
shall have the following meanings (such definitions to be equally applicable to
the singular and plural forms thereof):


 


“Administrative
Agent” is defined in the preamble.


 


“Borrower”
and “Borrowers” are defined in the first recital.


 


“Credit
Agreement” is defined in the first recital.


 


“Holdings”
is defined in the first recital.


 


“Intercompany
Subordinated Debt” is defined in the second recital.


 


“Senior
Indebtedness” is defined in clause (a) of Section 2.1.


 


“Subordinated
Creditors” is defined in the preamble.


 


“Subordinated
Debtors” is defined in the second recital.


 


“Subordination
Agreement” is defined in the preamble.


 


SECTION 1.2
Credit Agreement Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Subordination Agreement,
including its preamble and recitals, have the meanings provided in the Credit
Agreement.


 


ARTICLE II

AGREEMENT


 


SECTION 2.1
Agreement to Subordinate.


 


(a) Each of the Subordinated Debtors and the Subordinated
Creditors agrees that the Intercompany Subordinated Debt is and shall be
subject, subordinate and rendered junior, to the extent and in the manner
hereinafter set forth, in right of payment, to the prior indefeasible payment
in full in cash of all Obligations of the Subordinated Debtors now existing or
hereafter arising under any Loan Document whether for (i) principal,  (ii) Reimbursement
Obligations in respect of Letters of Credit, (iii) interest (including
interest accruing after the filing of a petition initiating any proceeding
referred to in  clause (a) of Section 2.2,
whether or not allowed as a claim in such proceeding),


 


2

















 


(iv) costs,
(v) fees (including reasonable attorneys’ fees and disbursements),  (vi) expenses,
(vii) reduction of the “credit exposure” of a Secured Party under a Rate
Protection Agreement and (viii) otherwise (the Obligations specified in clauses
(a)(i) through (a)(vii) above are referred to collectively
as the “Senior Indebtedness”). For purposes of this Subordination
Agreement, the “credit exposure” at any time of any Secured Party with respect
to a Rate Protection Agreement to which such Secured Party is a party shall be
determined at such time in accordance with the customary methods of calculating
credit exposure under similar arrangements by the counterparty to such
arrangements, taking into account potential interest rate movements and the
respective termination provisions and notional principal amount and term of
such Rate Protection Agreement. For purposes of this Subordination Agreement,
the Senior Indebtedness shall not be deemed to have been indefeasibly paid in
full in cash until the Secured Parties shall have received full payment of the
Senior Indebtedness in cash (other than indemnity obligations not yet due and
payable) and all Letters of Credit issued under the Credit Agreement have
expired, been terminated or been Cash Collateralized in full, which payment
shall have been retained by the Secured Parties for a period of time in excess
of all applicable preference or other similar periods under applicable
bankruptcy, insolvency or creditors’ rights laws. Each of the Subordinated
Debtors and the Subordinated Creditors waive notice of acceptance of this
Subordination Agreement by the Secured Parties, and the Subordinated Creditors
waive notice of and consent to the making, amount and terms of the Senior
Indebtedness which may exist or be created from time to time and any renewal,
extension, amendment or modification thereof, and any other lawful action which
any Secured Party in its sole and absolute discretion may take or omit to take
with respect thereto. The provisions of this Section shall constitute a
continuing offer made for the benefit of and to all Secured Parties, and each
Secured Party is hereby irrevocably authorized to enforce such provisions.


 


(b) In the event that any Subordinated
Debtors shall make, and/or any Subordinated Creditor shall receive from any source
whatsoever, any payment on Intercompany Subordinated Debt in contravention of
this Subordination Agreement or the terms of the Credit Agreement, then and in
any such event such payment shall be deemed to be the property of, segregated
by, received by, and held in trust for the benefit of, the Administrative
Agent, and shall be promptly paid over and delivered to the Administrative
Agent for the pro rata benefit of the Secured Parties.


 


(c) No Subordinated Debtor shall make,
and no Subordinated Creditor shall receive or accept from any source
whatsoever, any payment in respect of any Intercompany Subordinated Debt if any
Default of the nature set forth in Section 8.1.1 or 8.1.9 of the Credit
Agreement or any Event of Default shall have occurred and be continuing or
would result therefrom, unless and until (i) the Senior Indebtedness has
been paid in full in cash or (ii) in the case of a Default or an Event of
Default referred to above other than a Default of the nature set forth in Section 8.1.9
of the Credit Agreement, such Default or Event of Default has been cured or
waived.


 


(d) Subject to the provisions of this
Subordination Agreement, the Subordinated Debtors may make, and the
Subordinated Creditors will be permitted to accept and receive, payments on the
Intercompany Subordinated Debt. Each Subordinated Debtor


 


3

















 


agrees
that it will not make any payment on any of the Intercompany Subordinated Debt,
or take any other action, in contravention of the provisions of this
Subordination Agreement.


 


SECTION 2.2
In Furtherance of Subordination.


 


(a) Upon any distribution of all or any
of the assets of any Subordinated Debtor or any Subordinated Creditor in the
event of


 


(i) any insolvency or
bankruptcy case or proceeding, or any receivership, liquidation, reorganization
or other similar case or proceeding in connection therewith, relative to such
Subordinated Debtor or such Subordinated Creditor, or to its creditors, as
such, or to its assets,


 


(ii) any liquidation,
dissolution or other winding up of such Subordinated Debtor or such
Subordinated Creditor, whether voluntary or involuntary and whether or not
involving insolvency or bankruptcy, or


 


(iii) any assignment
for the benefit of creditors or any other marshaling of assets and liabilities
of such Subordinated Debtor or such Subordinated Creditor,


 


then,
and in any such event, unless the Administrative Agent (at the direction of the
Secured Parties) shall otherwise agree in writing, the Administrative Agent
(for the benefit of the Secured Parties) shall receive indefeasible payment in
full in cash of all amounts due or to become due (whether or not the Senior
Indebtedness has been declared due and payable prior to the date on which the
Senior Indebtedness would otherwise have become due and payable) on or in
respect of all Senior Indebtedness (including post-petition interest, whether
or not allowed as a claim) before the Subordinated Creditors or anyone claiming
through or on their behalf (including any receiver, trustee, or otherwise) are
entitled to receive any payment on account of principal of (or premium, if any)
or interest on or other amounts payable in respect of the Intercompany
Subordinated Debt, and to that end, any payment or distribution of any kind or
character, whether in cash, property or securities, which may be payable or
deliverable in respect of the Intercompany Subordinated Debt in any such case,
proceeding, dissolution, liquidation or other winding up or event, shall be
paid or delivered directly to the Administrative Agent for the application (in
the case of cash) to, or as collateral (in the case of non-cash property or
securities) for the payment or prepayment of the Senior Indebtedness until the
Senior Indebtedness shall have been indefeasibly paid in full in cash.


 


(b) If any proceeding, liquidation,
dissolution or winding up referred to in clause (a) above is
commenced by or against any Subordinated Debtor or any Subordinated Creditor,


 


(i) the Administrative
Agent is hereby irrevocably authorized and empowered (in its own name or in the
name of such Subordinated Debtor, the Subordinated Creditors or otherwise), but
shall have no obligation, to demand, sue for, collect and receive every payment
or distribution in respect of the Intercompany Subordinated Debt above and give
acquittance therefor and to file


 


4

















 


claims
and proofs of claim and take such other action (including voting the
Intercompany Subordinated Debt or enforcing any security interest or other lien
securing payment of the Intercompany Subordinated Debt) as the Administrative
Agent may deem necessary or advisable for the exercise or enforcement of any of
the rights or interests of the Secured Parties hereunder; provided, that
in the event the Administrative Agent takes such action, the Administrative
Agent shall apply all proceeds first, to the payment of the costs of
enforcement of this Subordination Agreement, and second, to the pro rata
payment, prepayment and/or Cash Collateralization of the Senior Indebtedness;
and


 


(ii) the Subordinated Creditors shall duly and
promptly take such action as the Administrative Agent may request (A) to
collect the Intercompany Subordinated Debt for the account of the Secured
Parties and to file appropriate claims or proofs of claim in respect of the
Intercompany Subordinated Debt, (B) to execute and deliver to the
Administrative Agent such powers of attorney, assignments, or other instruments
as the Administrative Agent may reasonably request in order to enable it to
enforce any and all claims with respect to, and any security interests and
other liens securing payment of, the Intercompany Subordinated Debt and (C) to
collect and receive any and all payments or distributions which may be payable
or deliverable upon or with respect to the Intercompany Subordinated Debt.


 


(c) All payments or distributions of
assets of any Subordinated Debtor, whether in cash, property or securities upon
or with respect to the Intercompany Subordinated Debt which are received by the
Subordinated Creditors contrary to the provisions of this Subordination
Agreement shall be received in trust and held separate from all other property
of the Subordinated Creditors for the benefit of the Administrative Agent,
shall be segregated from other funds and property held by the Subordinated
Creditors and shall be forthwith paid over to the Administrative Agent in the
same form as so received (with any necessary indorsement) to be applied, pro
rata (in the case of cash) to, or held as collateral (in the case of
non-cash property or securities) for, the payment or prepayment of the Senior
Indebtedness, whether matured or unmatured, in accordance with the terms of
this Subordination Agreement.


 


(d) The Administrative Agent is hereby
authorized to demand specific performance of this Subordination Agreement,
whether or not any Subordinated Debtor or any Subordinated Creditor shall have
complied with any of the provisions hereof applicable to it, at any time when
the Subordinated Creditors or any one of them shall have failed to comply with
any of the provisions of this Subordination Agreement applicable to it. The
Subordinated Creditors hereby irrevocably waive any defense (other than the
defense of indefeasible payment in full in cash of the Senior Indebtedness)
based on the adequacy of a remedy at law which might be asserted as a bar to
such remedy of specific performance.


 


SECTION 2.3
No Enforcement or Commencement of Any Proceedings. (a) Each
Subordinated Creditor agrees that, until the Termination Date has occurred, it
will not accelerate the maturity of the Intercompany Subordinated Debt,
exercise any remedies (including the


 


5

















 


assertion
of any claims, motions, objections or arguments) or commence, or join with any
creditor other than the Secured Parties in commencing, any proceeding referred
to in clause (a) of Section 2.2.


 


(b) Each
Subordinated Creditor further agrees not to, directly or indirectly, whether in
connection with an event or proceeding referred to in clause (a) of
Section 2.2 or otherwise, take any action that would be in
violation of, or inconsistent with, or result in a breach of, this
Subordination Agreement or to challenge or contest (i) the validity,
perfection, priority or enforceability of any Senior Indebtedness or the Liens
in favor of the Administrative Agent, for the benefit of the Secured Parties,
to secure the payment, performance or observance of all or any part of the
Senior Indebtedness, (ii) the rights of the Secured Parties set forth in
any of the Loan Documents with respect to any such Lien, or (iii) the
validity or enforceability of any of the Loan Documents.


 


SECTION 2.4
Rights of Subrogation. The Subordinated Creditors agree that no payment
or distribution to any of the Secured Parties pursuant to the provisions of
this Subordination Agreement shall entitle the Subordinated Creditors to
exercise any rights of subrogation in respect thereof until the Termination
Date has occurred. The Subordinated Creditors agree that the subordination
provisions contained herein shall not be affected by any action, or failure to
act, by any Secured Party which results, or may result, in affecting, impairing
or extinguishing any right of reimbursement or subrogation or other right or
remedy of the Subordinated Creditors against the Subordinated Debtors.


 


SECTION 2.5
Subordination Legend; Further Assurances. The Subordinated Creditors and
the Subordinated Debtors will cause each note and instrument (if any)
evidencing the Intercompany Subordinated Debt to be endorsed with the following
legend:


 


“The indebtedness evidenced by this instrument is subordinated to the
prior indefeasible payment in full in cash of the Senior Indebtedness (as
defined in the Interco Subordination Agreement, dated as of June [     ],
2007) pursuant to, and to the extent provided in, the Interco Subordination
Agreement by the maker hereof and payee named herein in favor of the Secured
Parties and any person now or hereafter designated as their agent.”


 


Each
of the Subordinated Debtors and the Subordinated Creditors hereby agree to mark
its books of account in such a manner as shall be effective to give proper
notice of the effect of this Subordination Agreement and will, in the case of
any Intercompany Subordinated Debt not evidenced by any note or instrument,
following the occurrence and continuation of a Default of the nature set forth
in Section 8.1.1 or 8.1.9 of the Credit Agreement or an Event of Default,
upon the Administrative Agent’s request, cause such Intercompany Subordinated
Debt to be evidenced by an appropriate note or instrument or instruments
endorsed with the above legend. Each of the Subordinated Creditors and the
Subordinated Debtors will at its expense and at any time and from time to time
promptly execute and deliver all further instruments and documents and take all
further action that may be necessary or that the Administrative Agent may
reasonably request to protect any right or interest granted or purported to be
granted hereunder or to enable the Administrative Agent to exercise and enforce
its rights and remedies hereunder.


 


6

















 


SECTION 2.6
No Change in or Disposition of Intercompany Subordinated Debt. The
Subordinated Creditors will not, without the prior written consent of the
Administrative Agent except as otherwise permitted by the Credit Agreement
and/or unless such Indebtedness is permitted to be incurred pursuant to the
Credit Agreement:


 


(a) sell, assign, transfer, endorse,
pledge, encumber or otherwise dispose of any of the Intercompany Subordinated
Debt except pursuant to the Loan Documents;


 


(b) permit the terms of any of the
Intercompany Subordinated Debt to be changed in such a manner as to have a
material adverse effect upon rights or interests of any Secured Party; or


 


(c) upon the occurrence and during the
continuation of any Default of the nature set forth in Section 8.1.1 or
8.1.9 of the Credit Agreement or Event of Default, take, or permit to be taken,
any action to assert, collect or enforce the Intercompany Subordinated Debt or
any part thereof.


 


SECTION 2.7
Obligations Hereunder Not Affected. All rights and interest of the
Administrative Agent and the other Secured Parties hereunder, and all
agreements and obligations of the Subordinated Creditors and the Subordinated
Debtors hereunder, shall remain in full force and effect irrespective of:


 


(a) any lack of validity or
enforceability of any document evidencing Senior Indebtedness;


 


(b) any change in the time, manner or
place of payment of, or any other term of, all or any of the Senior
Indebtedness, or any other amendment or waiver of or any consent to departure
from any of the documents evidencing or relating to the Senior Indebtedness;


 


(c) any exchange, release or non-perfection
of any collateral, or any release or amendment or waiver of or consent to
departure from any guaranty or Loan Document, for all or any of the Senior
Indebtedness;


 


(d) any failure of any Secured Party to
assert any claim or to enforce any right or remedy against any other party
hereto under the provisions of any Loan Document;


 


(e) any reduction,
limitation, impairment or termination of the Senior
Indebtedness for any reason (other than indefeasible payment in full in cash of
the Senior Indebtedness), including any claim of waiver, release, surrender,
alteration or compromise, and shall not be subject to any defense (other than
the defense of indefeasible payment in full in cash of the Senior Indebtedness)
or setoff, counterclaim, recoupment or termination whatsoever by reason of
invalidity, illegality, non-genuineness, irregularity, compromise,
unenforceability of, or any other event or occurrence affecting, any Senior
Indebtedness (which each Subordinated Debtor and each Subordinated Creditor
hereby waives any right to or claim of until the Termination Date to the
maximum extent permitted by applicable law); and


 


7

















 


(f) any other
circumstance which might otherwise constitute a defense (other than the defense
of indefeasible payment in full in cash of the Senior Indebtedness) available
to, or a discharge of, any Subordinated Debtor in respect of the Senior
Indebtedness or the Subordinated Creditors in respect of this Subordination
Agreement.


 


This
Subordination Agreement shall continue to be effective or be reinstated, as the
case may be, if at any time any payment of any of the Senior Indebtedness is
rescinded or must otherwise be returned by the Administrative Agent or any
other Secured Party upon the insolvency, bankruptcy or reorganization of any
Subordinated Debtor or otherwise, all as though such payment had not been made.
The Subordinated Creditors acknowledge and agree that the Secured Parties may,
in accordance with the terms of the Credit Agreement, without notice or demand
and without affecting or impairing the Subordinated Creditors’ obligations
hereunder, from time to time (i) renew, compromise, extend, increase,
accelerate or otherwise change the time for payment of, or otherwise change the
terms of the Senior Indebtedness or any part thereof, including to increase or
decrease the rate of interest thereon or the principal amount thereof; (ii) take
or hold security for the payment of the Senior Indebtedness and exchange,
enforce, foreclose upon, waive and release any such security; (iii) apply
such security and direct the order or manner of sale thereof as the
Administrative Agent may determine in its sole discretion; (iv) release
and substitute one or more endorsers, warrantors, borrower or other obligor;
and (v) exercise or refrain from exercising any rights against the
Borrowers or any other Person.


 


ARTICLE III

MISCELLANEOUS


 


SECTION 3.1
Representations and Warranties. Each of the Subordinated Creditors and
each Subordinated Debtor hereby represents and warrants as follows:


 


(a) no default exists in respect of any
such Intercompany Subordinated Debt;


 


(b) the Subordinated Creditors own the
Intercompany Subordinated Debt now outstanding free and clear of any Lien other
than Liens created or permitted pursuant to the Loan Documents; and


 


(c) this Subordination Agreement
constitutes a legal, valid and binding obligation of each Subordinated Creditor
and each Subordinated Debtor, enforceable in accordance with its terms (except
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally and by
principles of equity).


 


SECTION 3.2
Loan Document. This Subordination Agreement is a Loan Document executed
pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions thereof, including Article X thereof.


 


SECTION 3.3
Binding on Successors, Transferees and Assigns; Continuing Agreement.
This Subordination Agreement shall remain in full force and effect until the
Termination Date has occurred, shall be jointly and severally binding upon each
Subordinated Debtor and each


 


8

















 


Subordinated
Creditor and their respective successors, transferees and assigns and shall
inure to the benefit of and be enforceable by each Secured Party and its
successors, transferees and assigns. This Subordination Agreement is a
continuing agreement of subordination and the Secured Parties may, from time to
time and without notice to the Subordinated Creditors, extend credit to or make
other financial arrangements with each Subordinated Debtor in reliance hereon.


 


SECTION 3.4
Amendments, Waivers. No amendment or waiver of any provision of this
Subordination Agreement, nor any consent or any departure by the Subordinated
Creditors or the Subordinated Debtors herefrom, shall in any event be effective
unless the same shall be in writing and signed by each party hereto, and then
such waiver, amendment or consent shall be effective only in the specific
instance and for the specific purpose for which given. No failure on the part
of any Secured Party to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right hereunder preclude any other or further exercise thereof or the
exercise of any other right, and every right, power or remedy of the Secured
Parties shall continue in full force and effect until such right, power or
remedy is specifically waived in a writing executed or authorized by the
Secured Parties.


 


SECTION 3.5
Notices. All notices and other communications provided for hereunder
shall be in writing or by facsimile and addressed, delivered or transmitted to
the appropriate party at the address or facsimile number of such party (in the
case of any Subordinated Creditor or Subordinated Debtor, in care of Holdings)
set forth below its name on the signature pages of the Credit Agreement or
at such other address or facsimile number as may be designated by such party in
a notice to the other party. Any notice, if mailed and properly addressed with
postage prepaid or if properly addressed and sent by pre-paid courier service,
shall be deemed given when received; any such notice, if transmitted by
facsimile, shall be deemed given when the confirmation of transmission thereof
is received by the transmitter.


 


SECTION 3.6
Additional Subordinated Creditors. Each Person that is required to
become a party to this Agreement to permit the incurrence by any Obligor of any
Indebtedness permitted pursuant to clause (f) of Section 7.2.2 of the
Credit Agreements shall become a Subordinated Creditor for all purposes of this
Subordination Agreement upon execution and delivery by such Person of an
Assumption Agreement in the form of Annex I attached hereto, an executed
original of which shall be furnished to the Administrative Agent promptly after
the execution thereof.


 


SECTION 3.7
Severability. Wherever possible each provision of this Subordination
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Subordination Agreement
shall be prohibited by or invalid under such law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Subordination Agreement.


 


SECTION 3.8
Cumulative Rights. The rights, powers and remedies of the Secured
Parties under this Subordination Agreement shall be in addition to all rights,
powers and remedies given to such Persons by virtue of any contract, statute or
rule of law, all of which rights, powers and remedies shall be cumulative
and may be exercised successively or


 


9

















 


concurrently.
The parties hereto expressly acknowledge and agree that the Secured Parties are
intended, and by this reference expressly made, third party beneficiaries of
the provisions of this Subordination Agreement.


 


SECTION 3.9
Governing Law, Entire Agreement, etc. THIS SUBORDINATION AGREEMENT WILL 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 Subordination Agreement and the other Loan Documents
constitute the entire understanding among the parties hereto with respect to
the subject matter thereof and supersede any prior agreements, written or oral,
with respect thereto.


 


SECTION 3.10
Forum Selection and Consent to Jurisdiction. ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, ANY LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE
AGENT, THE LENDERS, THE ISSUERS OR ANY SUBORDINATED CREDITOR OR SUBORDINATED
DEBTOR IN CONNECTION HEREWITH OR THEREWITH MAY BE BROUGHT AND MAINTAINED
IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY
COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT’S
OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER
PROPERTY MAY BE FOUND. EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE
WITHIN OR WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR NOTICES SPECIFIED
FOR HOLDINGS IN SECTION 10.2 OF THE CREDIT AGREEMENT. EACH PARTY HERETO
HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE
LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO
ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. TO THE EXTENT THAT ANY PARTY HERETO HAS OR HEREAFTER MAY ACQUIRE
ANY IMMUNITY (ON THE GROUNDS OF SOVEREIGNTY OR OTHERWISE) FROM JURISDICTION OF
ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE,
ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH
RESPECT TO ITSELF OR ITS PROPERTY, SUCH PARTY HERETO HEREBY IRREVOCABLY WAIVES
TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THE LOAN DOCUMENTS.


 


SECTION 3.11
Waiver of Jury Trial. THE
ADMINISTRATIVE AGENT (ON BEHALF OF ITSELF AND EACH OTHER SECURED PARTY) AND
EACH OTHER PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR


 


10

















 


ARISING
OUT OF, UNDER, OR IN CONNECTION WITH, EACH LOAN DOCUMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF
THE ADMINISTRATIVE AGENT, SUCH LENDER, SUCH ISSUER OR SUCH SUBORDINATED DEBTOR
OR SUBORDINATED CREDITOR IN CONNECTION THEREWITH. EACH PARTY HERETO
ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION
FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO
WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
ADMINISTRATIVE AGENT, EACH LENDER AND EACH ISSUER ENTERING INTO THE LOAN
DOCUMENTS.


 


SECTION 3.12
Section Captions. Section captions used in this Subordination
Agreement are for convenience of reference only, and shall not affect the
construction of this Subordination Agreement.


 


SECTION 3.13
Execution in Counterparts. This Subordination Agreement may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
agreement.


 


11














 


IN
WITNESS WHEREOF, the parties have caused this Subordination Agreement to be
duly executed and delivered as of the date first above written.


 


	
   

  	
   

  	
  SUBORDINATED
  CREDITORS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SABRE
  INDUSTRIES, INC.,

  
	
   

  	
   

  	
  as
  a Subordinated Creditor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SABRE
  COMMUNICATIONS HOLDINGS, INC.,

  as
  a Subordinated Creditor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SABRE
  COMMUNICATIONS CORPORATION,

  as
  a Subordinated Creditor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CELLXION,
  LLC,

  
	
   

  	
   

  	
  as
  a Subordinated Creditor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CELLXION
  WIRELESS SERVICES LLC,

  as
  a Subordinated Creditor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


S-1

















 


	
  ACKNOWLEDGED
  AND ACCEPTED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SUBORDINATED
  DEBTORS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SABRE
  INDUSTRIES, INC.,

  as
  a Subordinated Debtor

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SABRE
  COMMUNICATIONS HOLDINGS, INC.,

  as
  a Subordinated Debtor

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SABRE
  COMMUNICATIONS CORPORATION,

  as
  a Subordinated Debtor

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CELLXION,
  LLC,

  as
  a Subordinated Debtor

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CELLXION
  WIRELESS SERVICES, LLC,

  as
  a Subordinated Debtor

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


S-2

















 


	
  ACKNOWLEDGED
  AND ACCEPTED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
  BRANCHES, 

  as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


S-3

















 


ANNEX I


 


ASSUMPTION AGREEMENT


 


THIS ASSUMPTION AGREEMENT (this “Assumption Agreement”), dated
as of                ,        ,
is made by [Name of Additional Subordinated Creditor], a
                     
(the “Additional Subordinated Creditor”), in favor of [                                     ],
as administrative agent (together with its successor(s) thereto in such
capacity, the “Administrative Agent”) for each of the Secured Parties.
Any capitalized term not defined herein shall have the meaning assigned to it
in the Credit Agreement (as defined below).


 


W       I       T       N       E       S       S       E       T       H: 


 


WHEREAS, pursuant to that certain Credit Agreement, dated as of June [        ],
2007 (as amended, supplemented, amended and restated or otherwise modified from
time to time, the “Credit Agreement”), 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 (each a “Borrower” and,
collectively, the “Borrowers”), the Lenders, the Administrative Agent
and Dresdner Kleinwort Securities LLC, the Lenders and the Issuers have
extended Commitments to make Credit Extensions to the Borrowers;


 


WHEREAS,
in connection with the Credit Agreement, the Borrowers and each other Guarantor
entered into the Interco Subordination Agreement, dated as of December 20,
2006 (as amended, supplemented, amended and restated or otherwise modified
prior to the date hereof, the “Subordination Agreement”) in favor of the
Administrative Agent for the benefit of the Secured Parties;


 


WHEREAS,
pursuant to clause (f) of Section 7.2.2 of the Credit Agreement, the
Additional Subordinated Creditor is required to become a party to the
Subordination Agreement;


 


WHEREAS,
the Additional Subordinated Creditor has agreed to execute and deliver this
Assumption Agreement in order to become a party to the Subordination Agreement;


 


WHEREAS,
it is in the best interests of the Additional Subordinated Creditor to execute
this Assumption Agreement inasmuch as the Additional Subordinated Creditor will
derive substantial direct and indirect benefits from the Credit Extensions made
from time to time to the Borrowers by the Lenders and the Issuers pursuant to
the Credit Agreement; and


 


WHEREAS,
the Additional Subordinated Creditor has duly authorized the execution,
delivery and performance of this Assumption Agreement;


 


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and in order to
induce (i) the Lenders and the Issuers to make Credit Extensions to the
Borrowers pursuant to the Credit Agreement and (ii)


 


1

















 


certain
of the Secured Parties to enter into Rate Protection Agreements, the parties
hereto hereby agree as follows:


 


1.             Subordination
Agreement. By executing and delivering this Assumption Agreement, the
Additional Subordinated Creditor hereby becomes a party to the Subordination
Agreement as a “Subordinated Creditor” thereunder with the same force and
effect as if originally named therein as a “Subordinated Creditor” and, without
limiting the generality of the foregoing, hereby expressly assumes all
obligations and liabilities of a “Subordinated Creditor” thereunder. The
Additional Subordinated Creditor hereby makes on the date hereof, with respect
to itself and the Subordinated Obligations of which it is a payee, each of the
representations and warranties of a Subordinated Creditor contained in the
Subordination Agreement, as applicable.


 


2.             GOVERNING LAW.
THIS ASSUMPTION AGREEMENT WILL 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) WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THEREOF.


 


3.             Section Captions.
Section captions used in this Assumption Agreement are for convenience of
reference only, and shall not affect the construction of this Assumption
Agreement.


 


4.             Execution in
Counterparts. This Assumption Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which when
taken together shall constitute one and the same agreement.


 


[REST OF PAGE LEFT INTENTIONALLY BLANK]


 


2

















 


IN WITNESS WHEREOF, the undersigned has caused this
Assumption Agreement to be duly executed and delivered as of the date first
above written.


 


	
   

  	
   

  	
  ADDITIONAL
  SUBORDINATED CREDITOR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [NAME
  OF ADDITIONAL SUBORDINATED CREDITOR]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACKNOWLEDGED AND AGREED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SUBORDINATED
  DEBTORS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [NAME
  OF SUBORDINATED DEBTOR]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


3

















 


	
  ACKNOWLEDGED
  AND ACCEPTED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
  BRANCHES, 

  as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


4














 


EXHIBIT L


 


LANDLORD’S LIEN WAIVER, ACCESS AGREEMENT AND CONSENT


 


THIS LANDLORD’S LIEN WAIVER, ACCESS AGREEMENT AND CONSENT (the “Agreement”) is made and entered into as of June    , 2007, by and
between [INSERT NAME OF LANDLORD], having an office at [        ]
(“Landlord”) and Dresdner Bank AG, New
York and Grand Cayman Branches as administrative agent, having an office at
1301 Avenue of the Americas, New York, NY 10019 (in such capacity, the “Administrative Agent”), for the Lenders (as hereinafter
defined) under the Credit Agreement (as hereinafter defined).


 


R E C I T A L S:


 


A.             Landlord is the
record title holder and owner of the real property described in Schedule A attached hereto (the “Real
Property”).


 


B.              Landlord has
leased all or a portion of the Real Property (the “Leased
Premises”) to Sabre Communications Corporation, an Iowa corporation
(“Lessee”) pursuant to a certain lease
agreement described in Schedule B
attached hereto (as amended, amended and restated, supplemented or otherwise
modified from time to time, the “Lease”).


 


C.              Lessee, Sabre
Communications Holdings, Inc., a Delaware 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, the “Borrowers”),
the various financial institutions and other persons from time to time parties
thereto (collectively, the “Lenders”) and
Administrative Agent, among others, are, in connection with the execution and
delivery of this Agreement, entering into a credit agreement, dated as of June 26,
2007, (as amended, amended and restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”,
pursuant to which the Lenders make certain loans (collectively, the “Loans”).


 


D.              As security for
the payment and performance of Lessee’s obligations under the Credit Agreement,
Administrative Agent (for its benefit and the benefit of the Lenders will
acquire a security interest in and lien upon all of Lessee’s personal property,
inventory, accounts, goods, machinery, equipment, furniture and fixtures
(together with all additions, substitutions, replacements and improvements to,
and proceeds of, the foregoing, collectively, the “Personal
Property”).


 


E.              Administrative
Agent has requested that Landlord execute this Agreement as a condition
precedent to making the Loans.


 


A G R E E M E N T:


 


NOW,
THEREFORE, for and in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Landlord hereby represents, warrants and agrees in favor of Administrative
Agent, as follows:


 

















 


1.               Landlord hereby
waives and releases unto Administrative Agent (i) any contractual landlord’s
lien and any other landlord’s lien which it may be entitled to at law or in
equity against any Personal Property, (ii) any and all rights granted by
or under any present or future laws to levy or distrain for rent or any other
charges which may be due to the Landlord against the Personal Property and (iii) any
and all claims, liens and demands of every kind which it has or may hereafter
have against the Personal Property (including, without limitation, any right to
include the Personal Property in any secured financing Landlord may become
party to). Landlord acknowledges that the Personal Property is and will remain
personal property and not fixtures even though it may be affixed to or placed
on the Real Property.


 


2.               Landlord
certifies that (i) Landlord is the landlord under the Lease described in Schedule B attached hereto, (ii) the Lease is in full
force and effect and has not been amended, modified or supplemented except as
set forth in Schedule B hereto, (iii) there
is no defense, offset, claim or counterclaim by or in favor of Landlord against
Lessee under the Lease or against the obligations of Landlord under the Lease
and (iv) no notice of default has been given under or in connection with
the Lease which has not been cured, and Landlord has no knowledge of any
occurrence of any other default under or in connection with the Lease, (v) Lessee
is in possession of the Leased Premises.


 


3.                  Landlord
agrees that Administrative Agent has the right to remove the Personal Property
from the Leased Premises at any time prior to the occurrence of a default under
the Lease and, after the occurrence of such a default, during the Standstill
Period (as hereinafter defined) provided that Administrative Agent shall repair any damage arising
from such removal. Landlord further agrees that, during the foregoing periods,
Landlord will not (i) remove any of the Personal Property from the Leased
Premises or (ii) hinder Administrative Agent’s actions in removing
Personal Property from the Leased Premises or Administrative Agent’s actions in
otherwise enforcing its security interest in the Personal Property.
Administrative Agent shall not be liable for any diminution in value of the
Leased Premises caused by the absence of Personal Property actually removed or
by the need to replace the Personal Property after such removal. Landlord
acknowledges that Administrative Agent shall have no obligation to remove the
Personal Property from the Leased Premises.


 


4.                  Landlord
acknowledges and agrees that Lessee’s granting of a security interest in the
Personal Property in favor of the Administrative Agent (for its benefit and the
benefit of the Lenders) shall not constitute a default under the Lease nor
permit Landlord to terminate the Lease or re-enter or repossess the Leased
Premises or otherwise be the basis for the exercise of any remedy by Landlord
and Landlord hereby expressly consents to the granting of such security
interest.


 


5.                  Notwithstanding
anything to the contrary contained in this Agreement or the Lease, in the event
of a default by Lessee under the Lease, Landlord agrees that (i) it shall
provide to Administrative Agent at the address set forth in the introductory
paragraph hereof a copy of any notice of default delivered to Lessee under the Lease
and (ii) it shall not exercise any of its remedies against Lessee provided
in favor of Landlord under the Lease or at law or in equity until, in the case
of a monetary default, the date which is 45 days after the date the Landlord
delivers written notice of such monetary default to Administrative Agent, and
in the case of a non-monetary default, the date which is 60 days after the date
the Landlord delivers


 


2

















 


written
notice of such non-monetary default to Lessee (such 45-day period for monetary
defaults and such 60 day period for non-monetary defaults, as applicable, being
referred to as the “Standstill Period”),  provided, however, if such non-monetary
default by its nature cannot reasonably be cured by Administrative Agent within
such 60 day period, the Administrative Agent shall have such additional period
of time as may be reasonably necessary to cure such non-monetary default, so
long as Administrative Agent commences such curative measures within such 60
day period and thereafter proceeds diligently to complete such curative
measures. In the event that any such non-monetary default by its nature cannot
reasonably be cured by Administrative Agent, Landlord shall, provided
Administrative Agent has theretofore cured all monetary defaults (if any), upon
the request of Administrative Agent enter into a new lease with Administrative
Agent (or its nominee) on the same terms and conditions as the Lease.
Administrative Agent shall have the right, but not the obligation, during the
Standstill Period, to cure any such default and Landlord shall accept any such
cure by Administrative Agent or Lessee. If, during the Standstill Period,
Administrative Agent or Lessee or any other person cures any such default, then
Landlord shall rescind the notice of default.


 


6.                In the event of
a termination, disaffirmance or rejection of the Lease for any reason,
including, without limitation, pursuant to any laws (including any bankruptcy
or other insolvency laws) by Lessee or the termination of the Lease for any
reason by Landlord, Landlord will give the Administrative Agent the right,
within sixty (60) days of such event, provided all monetary defaults under the
Lease have been cured, to enter into a new lease of the Leased Premises, in the
name of the Administrative Agent (or a designee to be named by the
Administrative Agent at the time), for the remainder of the term of the Lease
and upon all of the terms and conditions thereof, or, if the Administrative
Agent shall elect not to exercise such right (such election to be made by
Administrative Agent at its sole discretion), Landlord will give the
Administrative Agent the right to enter upon the Leased Premises during such
sixty (60) day period for the purpose of removing Lessee’s personal property
therefrom.


 


7.                Notwithstanding
any provision to the contrary contained in the Lease, any acquisition of Lessee’s
interest by Administrative Agent, its nominee, or the purchaser at any
foreclosure sale conducted by Administrative Agent shall not create a default
under, or require Landlord’s consent under, the Lease.


 


8.                The terms and
provisions of this Agreement shall inure to the benefit of and be binding upon
the successors and assigns of Landlord (including, without limitation, any successor
owner of the Real Property) and Administrative Agent. Landlord will disclose
the terms and conditions of this Agreement to any purchaser or successor to
Landlord’s interest in the Leased Premises. Notwithstanding that the provisions
of this Agreement are self-executing, Landlord agrees, upon request by
Administrative Agent, to execute and deliver a written acknowledgment
confirming the provisions of this Agreement in form and substance satisfactory
to Administrative Agent.


 


9.                All notices to
any party hereto under this Agreement shall be in writing and sent to such
party at its respective address set forth above (or at such other address as
shall be designated by such party in a written notice to the other party
complying as to delivery with the terms of this Section 9) by certified
mail, postage prepaid, return receipt requested, by prepaid overnight delivery
service or by prepaid courier service.


 


3

















 


10.              The provisions of
this Agreement shall continue in effect until Landlord shall have received
Administrative Agent’s written certification that all of Lessee’s obligations
under the Credit Agreement have been satisfied.


 


11.              THE
INTERPRETATION, VALIDITY AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
THE CONFLICTS OF LAWS PRINCIPLES THEREOF.


 


12.              Landlord agrees
to execute, acknowledge and deliver such further instruments as Administrative
Agent may request to allow for the proper recording of this Agreement
(including, without limitation, a revised landlord’s waiver in form and
substance sufficient for recording) or to otherwise accomplish the purposes of
this Agreement.


 


13.              Landlord agrees
that, so long as Lessee’s obligations under the Credit Agreement remain
outstanding and Administrative Agent retains an interest in the Personal
Property, no modification, alteration or amendment shall be made to the Lease
without the prior written consent of Administrative Agent if such modification,
alteration or amendment could have a material adverse effect on the value or
use of the Leased Premises or Lessee’s obligations or rights under the Lease.


 


[Signature
page follows]


 


4

















 


IN WITNESS WHEREOF, Landlord and Administrative
Agent have caused this Agreement to be duly executed and delivered by their
duly authorized officers as of the date first above written.


 


	
   

  	
   

  	
  [INSERT
  NAME OF LANDLORD], as Landlord

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DRESDNER
  BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACKNOWLEDGED AND AGREED TO BY:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SABRE
  COMMUNICATIONS CORPORATION, as Lessee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 

















 


	
  State
  of

  	
   

  	
  )

  
	
   

  	
   

  	
  )
  ss:

  
	
  County
  of

  	
   

  	
  )

  



 


On the         day
of                in
the
year            before
me personally came
                                          to
me known, who, being by me duly sworn, did depose and say that he/she resides
in                                                 (include
the street address if in a city); that he/she is
the                           of                                  
(name of corporation), the corporation described in and which executed the above
instrument; and that he/she signed his/her name thereto by authority of the
board of directors of said corporation.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary
  Public

  
	
   

  	
   

  	
   

  
	
  My
  Commission Expires:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
  State
  of

  	
   

  	
  )

  
	
   

  	
   

  	
  )
  ss:

  
	
  County
  of

  	
   

  	
  )

  



 


On the            
day of            in the year
              before
me personally came
                                               
to me known, who, being by me duly sworn, did depose and say that he/she
resides in                                                         
(include the street address if in a city); that he/she is the                                                  
of                                         
(name of corporation), the corporation described in and which executed the
above instrument; and that he/she signed his/her name thereto by authority of
the board of directors of said corporation.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary
  Public

  
	
   

  	
   

  	
   

  
	
  My
  Commission Expires:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


	
  State
  of

  	
   

  	
  )

  
	
   

  	
   

  	
  )
  ss:

  
	
  County
  of

  	
   

  	
  )

  



 


On
the                    day
of                      ,                  ,
before me personally
came                                                              to
me known to be the individual who executed the foregoing instrument, and who,
being duly sworn by me, did depose and say that he/she is (the)(a) (member)
(manager)
of                                                     ,
a                                                         Limited
Liability Company, and that he/she has authority to sign the same, and acknowledged
that he/she executed the same as the act and deed of the Limited Liability
Company.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary
  Public

  
	
   

  	
   

  	
   

  
	
  My
  Commission Expires:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
  State
  of

  	
   

  	
  )

  
	
   

  	
   

  	
  )
  ss:

  
	
  County
  of

  	
   

  	
  )

  



 


On
this            day
of               ,               ,
before me personally
came                                                    ,
to me known to be the individual described in and who executed the foregoing
instrument and to me known to be the general partner of the partnership
described in and which by said partner executed the foregoing instrument and
acknowledged that he executed the same as the act and deed of said partnership.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary
  Public

  
	
   

  	
   

  	
   

  
	
  My
  Commission Expires:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


SCHEDULE A


 


Description of Real Property


 

















 


SCHEDULE B


 


Description of Leases


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Location/

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Property

  	
   

  
	
  Lessor

  	
   

  	
  Lessee

  	
   

  	
  Dated

  	
   

  	
  Modification

  	
   

  	
  Address