UniTek Global Services, Inc. - FORM 8-K - EX-99.1

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8-K - 8-K - UniTek Global Services, Inc.	a13-16668_28k.htm

Exhibit 99.1

AMENDMENT TO FORBEARANCE AGREEMENT

THIS AMENDMENT TO FORBEARANCE AGREEMENT, (this “Amendment”), dated as of July 17, 2013, is by and among UniTek Global Services, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors signatory hereto, the several banks and financial institutions signatory hereto as Lenders, constituting collectively Required Lenders under the Credit Agreement (as defined in the Forbearance Agreement), and Cerberus Business Finance, LLC, in its capacity as administrative agent under the Credit Agreement (the “Administrative Agent”). All capitalized terms not defined herein shall have the meaning ascribed to them in the Forbearance Agreement (as defined below).

W I T N E S S E T H:

WHEREAS, reference is made to that certain Forbearance Agreement, dated as of June 7, 2013 (as amended, supplemented or otherwise modified from time to time, the “Forbearance Agreement”), by and among the Borrower, the several banks and financial institutions or entities party thereto as Lenders and the Administrative Agent;

WHEREAS, the Borrower has requested that the Lenders amend the Forbearance Agreement to modify the Forbearance Period; and

WHEREAS, the Required Lenders have agreed to the requested modifications but only on the terms and conditions contained in this Amendment.

NOW, THEREFORE, the parties hereto hereby agree as follows:

Section 1. Amendments. The Required Lenders hereby agree to amend the Forbearance Agreement by amending and restating Section 3.1(i) in its entirety as follows:

“(i) July 26, 2013; and”

Section 2. Agreements. During the period from the date hereof until the Forbearance Period Termination Date, Borrower, Administrative Agent and Lenders agree to negotiate, prepare, execute and deliver definitive documentation for a limited waiver and second amendment to the Credit Agreement (the “Amendment Documentation”) in accordance with the terms and provisions set forth in the Term Sheet attached hereto as Exhibit A. For the avoidance of doubt, nothing herein shall prohibit the negotiation by the Borrower of a refinancing of the Credit Agreement with any other parties, in lieu of the Amendment Documentation.

Section 3. Continuing Effect of the Credit Agreement; No Other Changes. This Amendment shall not constitute an amendment of any provision of the Forbearance Agreement, the Credit Agreement or any other Loan Document not expressly referred to herein. The provisions of the Credit Agreement are and shall remain in full force and effect in accordance with its terms. This Amendment shall constitute a Loan Document.

Section 4. Effectiveness. This Amendment shall become effective on the date on which each of the following conditions precedent shall have been satisfied or waived:

(a) Amendment. The Administrative Agent shall have received this Amendment, duly executed by each of the Borrower, Administrative Agent and Lenders constituting collectively the Required Lenders.

(b) Payment of Costs, Expenses and Fees. (i) All unpaid fees and expenses of the Administrative Agent (including the legal fees and expenses of Klee, Tuchin, Bogdanoff and Stern LLP (“KTB&S”)) and any counsel to the Lenders shall have been paid by the Borrower in connection with the Credit Agreement, this Amendment and any related transactions, (ii) a retainer in the amount of $100,000 shall have been paid to KTB&S by the Borrower for KTB&S’s fees and expenses in connection with the negotiation and preparation of the Amendment Documentation and other work done on behalf of the Administrative Agent and (iii) a forbearance fee in an amount equal to 0.50% of the principal amount of the outstanding Term Loans held as of the date hereof by each Lender party hereto, which fee shall be fully earned on the date hereof, shall constitute an Obligation under the Credit Agreement and the other Loan Documents and shall have been paid by the Borrower on the date hereof by adding such fee to the principal amount of the outstanding Term Loans held by such Lender on such date.

Section 5. No Default. The Borrower represents that, immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing, except as set forth in the Forbearance Agreement.

Section 6. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including by facsimile), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

Section 7. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 8. Binding Effect; Successors and Assigns. All agreements, representations, warranties, indemnities and covenants contained herein and the respective rights and obligations of the parties hereunder and thereunder shall be binding upon the Person making the same and its successors and assigns, and inure to the benefit of, each Person for whom made and its respective successors and permitted assigns.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and as of the date first written above.

BORROWER:	UNITEK GLOBAL SERVICES, INC.


	By:	/s/ Andrew J. Herning
	Name:	Andrew J. Herning
	Title:	Chief Financial Officer


SUBSIDIARY GUARANTORS:	UNITEK ACQUISITION, INC.


	By:	/s/ Andrew J. Herning
	Name:	Andrew J. Herning
	Title:	Chief Financial Officer


	PINNACLE WIRELESS USA, INC.
	UNITEK USA, LLC
	ADVANCED COMMUNICATIONS USA, INC.
	DIRECTSAT USA, LLC
	FTS USA, LLC


	By:	/s/ Andrew J. Herning
	Name:	Andrew J. Herning
	Title:	Treasurer