November 7, 2008 James M. Tholey Huntingdon Valley, PA 19006 Dear Jim,Sabre Industries, Inc. • April 30th, 2010
Previously, the terms of your employment with Sabre have been outlined in two letters, one dated December 26, 2007, and one dated April 30, 2008 and a Noncompete Nondisclosure Agreement, all of which are attached. The terms set forth in those documents remain in full force and effect, except to the extent modified below, and are incorporated by reference. This letter is intended to modify paragraphs 10 and 11 of the December 26, 2008 offer letter and provisions in the April 30, 2008 letter regarding stock grants and stock options as follows:
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 30th, 2010 • Sabre Industries, Inc.
This FIRST AMENDMENT, dated as of August 10, 2007 (this “Amendment”), to the Existing Credit Agreement referred to below, is among SABRE COMMUNICATIONS HOLDINGS, INC., a Delaware corporation, SABRE COMMUNICATIONS CORPORATION, an Iowa corporation, and, immediately following the consummation of the Acquisition, SABRE INDUSTRIES, INC., a Delaware corporation, CELLXION, LLC, a Delaware limited liability company, and CELLXION WIRELESS SERVICES, LLC, a Delaware limited liability company (collectively referred to as the “Borrowers” and individually referred to as a “Borrower”), the Lenders, (such capitalized term, and other capitalized terms used in this preamble or the recitals, have the meanings set forth in Article I) parties hereto, DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), and Dresdner Kleinwort Securities LLC, as Sole Lead Arranger and Sole Bookrunner.
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 30th, 2010 • Sabre Industries, Inc.
This SIXTH AMENDMENT, dated as of October 16, 2009 (this “Amendment”), to the Existing Credit Agreement referred to below, is among SABRE COMMUNICATIONS HOLDINGS, INC., a Delaware corporation, SABRE COMMUNICATIONS CORPORATION, an Iowa corporation, SABRE INDUSTRIES, INC., a Delaware corporation, CELLXION, LLC, a Delaware limited liability company, and CELLXION WIRELESS SERVICES, LLC, a Delaware limited liability company (collectively referred to as the “Borrowers” and individually referred to as a “Borrower”), and the Lenders (such capitalized term, and other capitalized terms used in this preamble or the recitals, have the meanings set forth in Article I) parties hereto.
AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • April 30th, 2010 • Sabre Industries, Inc. • Delaware
This AMENDMENT TO STOCKHOLDERS AGREEMENT, dated as of April 27, 2010 (this “Amendment”), is by and between SABRE INDUSTRIES, INC., a Delaware corporation (the “Company”), and CORINTHIAN SC LLC, a Delaware limited liability company (“Corinthian”).
CREDIT AGREEMENT dated as of June 26, 2007, among SABRE COMMUNICATIONS HOLDINGS, INC. andCredit Agreement • April 30th, 2010 • Sabre Industries, Inc. • New York
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
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • April 30th, 2010 • Sabre Industries, Inc. • New York
This Agreement (“Agreement”) is entered into on the 1st day of May 2009, by and between Sabre Industries, Inc., a Delaware corporation (hereinafter “SABRE”), and Business Resource Consulting, LLC, a Connecticut Limited Liability Company hereinafter (“Contractor”) address: 150 Knotter Drive, Cheshire, CT 06410.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 30th, 2010 • Sabre Industries, Inc. • New York
REGISTRATION RIGHTS AGREEMENT, dated as of May 9, 2006 (this “Agreement”), by and among SABRE COMMUNICATIONS HOLDINGS, INC., a Delaware corporation (the “Company”), CORINTHIAN SC LLC, a Delaware limited liability company (“Corinthian”), D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., a Delaware limited partnership (“Zwirn”), and James D. Mack (“Mack”, together with Corinthian and Zwirn, the “Holders”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 30th, 2010 • Sabre Industries, Inc.
This SECOND AMENDMENT, dated as of July 16, 2008 (this “Amendment”), to the Existing Credit Agreement referred to below, is among SABRE COMMUNICATIONS HOLDINGS, INC., a Delaware corporation, SABRE COMMUNICATIONS CORPORATION, an Iowa corporation, SABRE INDUSTRIES, INC., a Delaware corporation, CELLXION, LLC, a Delaware limited liability company, and CELLXION WIRELESS SERVICES, LLC, a Delaware limited liability company (collectively referred to as the “Borrowers” and individually referred to as a “Borrower”), and the Lenders (such capitalized term, and other capitalized terms used in this preamble or the recitals, have the meanings set forth in Article I) parties hereto.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 30th, 2010 • Sabre Industries, Inc.
This FOURTH AMENDMENT, dated as of July 31, 2008 (this “Amendment”), to the Existing Credit Agreement referred to below, is among SABRE COMMUNICATIONS HOLDINGS, INC., a Delaware corporation, SABRE COMMUNICATIONS CORPORATION, an Iowa corporation, SABRE INDUSTRIES, INC., a Delaware corporation, CELLXION, LLC, a Delaware limited liability company, and CELLXION WIRELESS SERVICES, LLC, a Delaware limited liability company (collectively referred to as the “Borrowers” and individually referred to as a “Borrower”), and the Lenders (such capitalized term, and other capitalized terms used in this preamble or the recitals, have the meanings set forth in Article I) parties hereto.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 30th, 2010 • Sabre Industries, Inc.
This THIRD AMENDMENT, dated as of July 18, 2008 (this “Amendment”), to the Existing Credit Agreement referred to below, is among SABRE COMMUNICATIONS HOLDINGS, INC., a Delaware corporation, SABRE COMMUNICATIONS CORPORATION, an Iowa corporation, SABRE INDUSTRIES, INC., a Delaware corporation, CELLXION, LLC, a Delaware limited liability company, and CELLXION WIRELESS SERVICES, LLC, a Delaware limited liability company (collectively referred to as the “Borrowers” and individually referred to as a “Borrower”), and the Lenders (such capitalized term, and other capitalized terms used in this preamble or the recitals, have the meanings set forth in Article I) parties hereto.
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 30th, 2010 • Sabre Industries, Inc.
This SEVENTH AMENDMENT, dated as of April 2, 2010 (this “Amendment”), to the Existing Credit Agreement referred to below, is among SABRE COMMUNICATIONS HOLDINGS, INC., a Delaware corporation, SABRE COMMUNICATIONS CORPORATION, an Iowa corporation, SABRE INDUSTRIES, INC., a Delaware corporation, CELLXION, LLC, a Delaware limited liability company, and CELLXION WIRELESS SERVICES, LLC, a Delaware limited liability company (collectively referred to as the “Borrowers” and individually referred to as a “Borrower”), the Lenders, (such capitalized term, and other capitalized terms used in this preamble or the recitals, have the meanings set forth in Article I) parties hereto.
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 30th, 2010 • Sabre Industries, Inc. • New York
This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of April 27, 2010, effective as of September 12, 2007 (the “Effective Date”), by and among SABRE INDUSTRIES, INC., a Delaware corporation (the “Company”), CORINTHIAN SC LLC, a Delaware limited liability company (“Corinthian”), ZM PRIVATE EQUITY FUND I, L.P., a Delaware limited partnership (“ZM I”), ZM PRIVATE EQUITY FUND II, L.P. (together with ZM I, the “ZM Funds”), and James D. Mack (“Mack”, together with Corinthian and the ZM Funds, the “Holders”).
STOCKHOLDERS AGREEMENTStockholders Agreement • April 30th, 2010 • Sabre Industries, Inc. • Delaware
STOCKHOLDERS AGREEMENT, dated as of September 12, 2007 (this “Agreement”), among SABRE INDUSTRIES, INC., a Delaware corporation (the “Company”), CORINTHIAN SC, LLC, a Delaware limited liability company (“Corinthian”), D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., a Delaware limited partnership and ZM PRIVATE EQUITY FUND I, L.P., a Delaware limited partnership, each in its capacity as holder of a Warrant (together, the “Warrantholders”), D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., a Delaware limited partnership and ZM PRIVATE EQUITY FUND I, L.P., a Delaware limited partnership, each in its capacity as holder of the Co-Investment Shares (together, the “Co-Investors”), James D. Mack (“Mack” and, together with Corinthian, Warrantholder and Co-Investor, the “Sabre Holders”), SCHOONOVER INVESTMENTS, L.P., a Texas limited partnership, BENT TREE INVESTMENTS, LLC, a Louisiana limited liability company, TODD INVESTMENTS, LLC a Louisiana limited liability company, Frederickson Holdings LLC, an Ok
November 18, 2008 David de PoincySabre Industries, Inc. • April 30th, 2010
April 11, 2008 David J. de PoincySabre Industries, Inc. • April 30th, 2010
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 30th, 2010 • Sabre Industries, Inc.
This FIFTH AMENDMENT, dated as of December 11, 2008 (this “Amendment”), to the Existing Credit Agreement referred to below, is among SABRE COMMUNICATIONS HOLDINGS, INC., a Delaware corporation, SABRE COMMUNICATIONS CORPORATION, an Iowa corporation, SABRE INDUSTRIES, INC., a Delaware corporation, CELLXION, LLC, a Delaware limited liability company, and CELLXION WIRELESS SERVICES, LLC, a Delaware limited liability company (collectively referred to as the “Borrowers” and individually referred to as a “Borrower”), and the Lenders (such capitalized term, and other capitalized terms used in this preamble or the recitals, have the meanings set forth in Article I) parties hereto.
SABRE COMMUNICATIONS CORPORATIONSabre Industries, Inc. • April 30th, 2010 • Iowa
Sabre Communications Corporation, an Iowa corporation (the “Company”), hereby agrees to employ you and you hereby agree to accept such employment under the following terms and conditions:
