SECOND AMENDMENT AND EXTENSION OF LIMITED FORBEARANCE AGREEMENT

EXHIBIT 10.64

SECOND AMENDMENT AND EXTENSION OF LIMITED FORBEARANCE
AGREEMENT

THIS SECOND AMENDMENT AND EXTENSION OF LIMITED FORBEARANCE AGREEMENT
(this "Second Amendment") is dated as of February 6, 2002, among PINNACLE
TOWERS, INC., a Delaware corporation (the "Borrower"), the Parent, each of
their Subsidiaries (the Borrower, the Parent and their Subsidiaries, each a
"Loan Party" and collectively, the "Loan Parties") the several Lenders (as such
term is defined in the hereinafter described Credit Agreement) parties to this
Second Amendment, and BANK OF AMERICA, N.A., as Administrative Agent for the
Lenders (in such capacity, the "Administrative Agent").

RECITALS:

A. The Borrower, the Administrative Agent, and the several
Lenders parties thereto entered into that certain Fifth Amended and Restated
Credit Agreement, dated as of September 17, 1999 (as amended through the date
hereof and as may be further amended, modified, restated, supplemented,
renewed, extended, increased, rearranged and/or substituted from time to time,
the "Credit Agreement").

B. The Borrower advised the Lenders in connection with that
certain Limited Forbearance Agreement dated as of November 16, 2001, as amended
by the First Amendment to Forbearance Agreement dated as of December 12, 2001
as amended, (the "Forbearance Agreement") that the Defaults and Events of
Default set forth on the attached Schedule I (the "Anticipated Defaults") would
exist and be continuing upon the Borrower's delivery of a Compliance
Certificate on November 14, 2001.

C. The Borrower has advised the Lenders that the Anticipated
Defaults have now become Events of Default under the Credit Agreement and
continue to exist. The Borrower has advised the Administrative Agent that there
are no other Defaults or Events of Default except those set forth on Schedule I
hereto.

D. The Borrower has requested that the Lenders agree to amend
and extend the Forbearance Agreement and to forbear from exercising certain
rights available to them as a result of the Anticipated Defaults by the
Borrower, and the Lenders have agreed to do so on the terms set forth herein.

NOW THEREFORE, subject to compliance with the Forbearance Agreement as
amended hereby, and in consideration of the premises and the covenants, terms,
conditions, representations and warranties herein contained, the parties hereto
agree hereby as follows:

Section 1. DEFINED TERMS. Capitalized terms used herein and
not otherwise defined herein shall have the meanings set forth in the Credit
Agreement. The following defined terms are added for purposes of this Second
Amendment.

(a) "Subordinated Notes" means those certain 5 1/2%
Convertible Subordinated Notes due 2007 aggregating $200,000,000 amount in
face value,

unsecured, cash interest bearing and issued by the Parent pursuant to
the Subordinated Notes Documentation.

(b) "Subordinated Notes Documentation" means that certain
Subordinated Notes Indenture and all other written agreements and
documentation relating to the Subordinated Notes as it existed on
November 1, 2001.

(c) "Subordinated Notes Indenture" means that certain
Indenture, dated March 22, 2000, between the Parent and The Bank of New
York, as trustee, in connection with the Subordinated Notes.

Section 2. AMENDMENT OF SECTION 2 OF THE FORBEARANCE AGREEMENT. The
date "February 6, 2002" each time it is used in Section 2 of the Forbearance
Agreement is hereby amended to the date "March 8, 2002."

Section 3. CONDITIONS PRECEDENT. The parties hereto agree that no
provision of this Second Amendment shall be effective until (a) the
Administrative Agent shall have received a copy of this Second Amendment
executed and delivered by each of the Loan Parties made signatory hereto and by
each Lender required by the Credit Agreement for the effectiveness of such
provision hereof, (b) the Administrative Agent shall have received all accrued
and unpaid interest up to the Effective Date of this Second Amendment in
connection with Section 3(a) of the Forbearance Agreement and (c) all fees and
expenses in connection with the Loan Papers, including this Second Amendment,
including legal and other professional fees and expenses incurred on or prior
to the date of this Second Amendment by Administrative Agent, including, without
limitation, the fees and expenses of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. and
Deloitte Consulting, shall have been paid.

Section 4. OTHER AGREEMENTS.

(a) Except as specifically modified by this Second Amendment, the
terms, provisions, conditions and covenants of the Credit Agreement and the
other Loan Papers remain in full force and effect and are hereby ratified and
confirmed, and the execution, delivery and performance of this Second Amendment
shall not in any manner operate as a waiver of, consent to or amendment of any
other term, provision, condition or covenant of the Credit Agreement or any
other Loan Paper. Without limiting the generality of the foregoing, the
forbearance provided by this Second Amendment shall not be deemed to constitute
a waiver of compliance or consent to noncompliance by any of the Loan Parties
with respect to any other term, provision, condition or covenant of the Credit
Agreement or other Loan Papers.

(b) Each of the parties signatory hereto agrees that the
Administrative Agent may, in its sole discretion (but shall not be obligated
to), until such time as (i) otherwise directed by Majority Lenders or (ii) the
Borrower, the Parent or any of their Subsidiaries are granted relief under any
Debtor Relief Laws, renew and extend (but not increase) any Letter of Credit
outstanding on the date of this Agreement.

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(c) The Borrower may not make a Distribution to Parent or any
Restricted Payment in connection with the Subordinated Notes or the
subordinated Notes Documentation, provided that (i) if there exists no Default
or Event of Default both before and after giving effect to any such
Distribution (whether or not such Default or Event of Default is forborn under
a forbearance agreement), (ii) Borrower has delivered not less than 5 Business
Days prior to each such payment, written detailed calculations and evidence
demonstrating pro forma compliance with each of the terms of Section 8.01 of
the Credit Agreement in the form of a Compliance Certificate (in each case
certified by the Chief Financial Officer of the Borrower as to its accuracy and
completeness) and (iii) the Borrower meets each of the criteria in order to be
allowed to make a Restricted Payment under the (A) Subordinated Notes, (B)
Subordinated Notes Documentation, (C) Parent Senior Note and the (D) Parent
Senior Notes Documentation, the Borrower may make a Distribution to the Parent
in the amount of such payment less cash on hand at the Parent, and the Parent
may make required scheduled interest payments on the Subordinated Notes in
accordance with the terms of the Subordinated Notes Documentation, as such
documentation exists on November 1, 2001. For purposes of this Section 4, pro
forma compliance means treating such proposed interest payment with respect to
the Subordinated Notes in the calculations of each of the subsections of
Section 8.01 of the Credit Agreement as if such interest payment had already
been paid, and demonstrating that both before and after such payment
application there exists no Default or Event of Default.

SECTION 5. PARTIES TO THIS SECOND AMENDMENT. For purposes of the
benefit of all of the Collateral securing the Obligations, the Canada Lender
and each Bank Affiliate which is a party to any Interest Rate Protection
Agreement are hereby deemed to be lender parties to the Credit Agreement and
this Second Amendment.

SECTION 6. RELEASE.

(a) Borrower, the Parent, and each of their Subsidiaries
(collectively, the "Borrower Parties") hereby unconditionally and irrevocably
remises, acquits, and fully and forever releases and discharges the
Administrative Agent and the Lenders and all respective Affiliates, Bank
Affiliates and Subsidiaries of the Administrative Agent and the Lenders, their
respective officers, servants, employees, agents, attorneys, financial
advisors, principals, directors and shareholders, and their respective heirs,
legal representatives, successors and assigns (collectively, the "Released
Lender Parties") from any and all claims, demands, causes of action,
obligations, remedies, suits, damages and liabilities of any nature whatsoever,
whether now known, suspected or claimed, whether arising under common law, in
equity or under statute, which any Borrower Party ever had or now has against
the Released Lender Parties which may have arisen at any time on or prior to
the date of this Second Amendment and which were in any manner related to any
of the Loan Papers or the enforcement or attempted enforcement by the
Administrative Agent or the Lenders of rights, remedies or recourses related
thereto (collectively, the "Borrower Claims").

(b) Each Borrower Party covenants and agrees never to commence,
voluntarily aid in any way, prosecute or cause to be commences or prosecuted
against any of the Released Lender

Parties any of the Borrower Claims which may have arisen at any time on or
prior to the date of this Second Amendment and were in any manner related to
any of the Loan Papers.

(c) The agreements of each Borrower Party set forth in this
Section 6 shall survive termination of this Second Amendment and the other Loan
Papers.

SECTION 7. MISCELLANEOUS.

(a) RATIFICATION AND CONFIRMATION OF LOAN PAPERS. Except as
specifically modified by this Agreement, the terms, provisions, conditions and
covenants of the Credit Agreement and the other Loan Papers remain in full
force and effect and are hereby ratified and confirmed, and the execution,
delivery and performance of this Agreement shall not in any manner operate as a
waiver of, consent to or amendment of any other term, provision, condition or
covenant of the Credit Agreement or any other Loan Paper. Without limiting the
generality of the foregoing, the forbearance provided by this Agreement shall
not be deemed to constitute a waiver of compliance or consent to noncompliance
by any of the Loan Parties with respect to any other term, provision, condition
or covenant of the Credit Agreement or other Loan Papers.

(b) AFFIRMATION OF GUARANTEES. Notwithstanding that such consent
is not required thereunder, the Parent, the Borrower and the Subsidiaries of
the Parent and the Borrower hereby consent to the execution and delivery of
this Agreement by the parties hereto and reaffirm their respective obligations
under each of their respective Guaranties.

(c) LIENS. The Parent, the Borrower and the Subsidiaries agree
hereby that all Liens, security interests, assignments, superior titles,
rights, remedies, powers, equities and priorities securing the Obligations
including by not limited to those under the Loan Papers are hereby ratified and
confirmed as valid, subsisting and continuing to secure the Obligations, and
this Agreement shall not affect the priority of such Liens. Nothing in this
Agreement shall in any manner diminish, impair or extinguish any of the Liens
securing the Obligations, the Guaranties, or the other Loan Papers or be
construed as a novation in any respect.

(d) HEADINGS. Section and subsection headings in this Agreement
are included herein for convenience of reference only and shall not constitute
a part of this Agreement for any other purpose or be given any substantive
effect.

(e) APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
TEXAS, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

(f) COUNTERPARTS, BINDING EFFECT AND EFFECTIVE DATE. This
Agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument; signature pages may be detached
from Multiple separate counterparts and attached to a single counterpart so that
all signature pages are physically attached to the same document. This
Agreement constitutes the

legal, valid and binding obligations of each signatory hereto and such
obligations shall survive the assignment of such obligations and be binding on
each assignee with respect to such signatory's obligations hereunder. The
Effective Date shall occur when the conditions precedent set forth in Section 3
of this Agreement have been satisfied in full with respect to any provision of
this Agreement (the "Effective Date").

(g) FINAL AGREEMENT. THIS AGREEMENT, TOGETHER WITH THE CREDIT
AGREEMENT AND OTHER LOAN PAPERS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.

(Remainder of Page Intentionally Left Blank; Signature Pages Follow)

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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed and delivered by their proper and duly authorized
officers effective as of the day and year first above written.

THE BORROWER:

PINNACLE TOWERS INC.

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Chief Financial Officer and Vice President

Accepted and Agreed as
of February 5, 2002:

PINNACLE HOLDINGS INC.

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Chief Financial Officer and
Vice President

COVERAGE PLUS ANTENNA SYSTEMS, INC.

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Chief Financial Officer and
Vice President

TOWER SYSTEMS, INC.

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Chief Financial Officer and
Vice President

RADIO STATION WGLD, INC.

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Chief Financial Officer and
Vice President

ICB TOWERS, LLC

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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Chief Financial Officer and Vice President

AIRCOMM OF AVON, LLC

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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Chief Financial Officer and Vice President

HIGHPOINT MANAGEMENT CO., INC.

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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Chief Financial Officer and Vice President

TOWER TECHNOLOGY CORPORATION OF
JACKSONVILLE, INC.

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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Chief Financial Officer and Vice President

INTERSTATE TOWER COMMUNICATIONS, INC.

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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