FIRST AMENDMENT AND EXTENSION OF FIRST AMENDED AND RESTATED
LIMITED FORBEARANCE AGREEMENT
THIS FIRST AMENDMENT AND EXTENSION OF FIRST AMENDED AND RESTATED
LIMITED FORBEARANCE AGREEMENT (this "First Amendment") is dated as of April 11,
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 First 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
First Amended and Restated Limited Forbearance Agreement dated as of March 8,
2002, (the "Forbearance Agreement") that the Defaults and Events of Default set
forth on the attached Schedule I (the "Existing Defaults") occurred as evidenced
by the Borrower's delivery of a Compliance Certificate on November 14, 2001 and
on February 14, 2002, among other things.
C. The Borrower has advised the Lenders that the Existing Defaults
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 Existing 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 Forbearance
Agreement.
SECTION 2. AMENDMENT AND RESTATEMENT OF SECTION 2 OF THE FORBEARANCE
AGREEMENT. Section 2 of the Forbearance Agreement is hereby amended and restated
in its entirety as follows:
SECTION 2. LIMITED FORBEARANCE. The Borrower has requested that the
Administrative Agent and the Lenders forbear from exercising the rights and
remedies available to them as a result of the Existing Defaults during the
period from the date hereof to and including May 10, 2002. The Administrative
Agent and the Lenders hereby agree to forbear from exercising the rights and
remedies available to them as a result of the Existing Defaults, including the
right to demand default interest under Section 2.08 of the Credit Agreement,
commencing on the earliest date each of the conditions precedent set forth in
Section 10 hereof seen satisfied to, and (so long as none of the events
specified in subsections 2(i) through 2(v) below has occurred) through, the
Termination Date (as defined below), subject to the terms Agreement and subject
to the occurrence of no further Default or Event of Default either pursuant to
the Sections of the Credit Agreement subject to the Existing Defaults or
otherwise. the earlier of (i) the occurrence of any Default or Event of Default,
other than the Existing Defaults, (ii) the filing of, or exercise by, or the
taking of any other action by Borrower, the or any of their Subsidiaries or by
any third party of any right or remedy under any Debtor Law with respect to the
Borrower, the Parent or any of their Subsidiaries, (iii) the payment by the
Borrower of any Distribution to the Parent or their Subsidiaries, or any
Restricted Payment in connection with the Subordinated Notes, the Subordinated
Notes Documentation, the Parent Senior Notes or the Parent Senior Note
Documentation prohibited by Section 7 hereof, failure of Borrower to initiate a
wire transfer of immediately available funds to reimburse Administrative Agent
within two business hours of a request by Administrative Agent for payment in
connection with a drawn Letter of Credit, (v) April 19, 2002, unless that
certain commitment letter that was delivered to the Administrative Agent and
distributed to the Lenders prior to the date hereof, from two lenders to two
proposed investors regarding a proposed loan to the Borrower, dated January 25,
2002 and currently expiring on April 15, 2002, has been expended by the same two
lenders, on the same terms and to the same proposed investors as previously
distributed to the Lenders, through or after May 10, 2002 (or extended through
or after May 10, 2002 on other terms acceptable to the requisite Lenders under
the Credit Agreement), or (vi) May 10, 2002 (the "Termination Date"), the
Administrative Agent's and the Lenders' agreement herein to forbear from
exercising the rights and remedies available to them result of the Existing
Defaults shall immediately terminate, and the Administrative Agent and the
Lenders shall be entitled immediately to exercise any and all rights and
remedies available under the Credit Agreement and any other Loan Paper, at law,
in equity, or otherwise, without notice, demand, presentment, notice of
dishonor, notice of acceleration, notice of intent accelerate, protest, or other
formalities of any kind, all of which are hereby expressly waived by the
Borrower. The Borrower and the Lenders hereby acknowledge Borrower's
noncompliance with the Credit Agreement as a result of the Existing Defaults and
acknowledge that this Agreement constitutes notice thereof and waive any and all
further notices with respect thereto. The agreement of the Administrative Agent
and the Lenders herein shall not constitute a waiver of any Default or Event of
Default including without limitation, the Existing Defaults. The Borrower hereby
acknowledges that the Lenders have no obligation to make Revolver Advances,
Swingline Advances or issue Letters of Credit or otherwise advance any funds to
the Borrower as a result of Borrower's termination of (i) the Commitment, (ii)
the Swingline Commitment and (iii) the Letter of Credit Commitment, each on
December 12, 2001. Notwithstanding any provision in the Credit Agreement or any
other Loan Paper to the contrary,
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hereto expressly acknowledge and agree that, any draw under any Letter of Credit
during the term of this Agreement shall immediately and automatically result in
an obligation for the Borrower to reimburse the Administrative Agent for any
such draw (which reimbursement obligation may not be paid by the Borrower with
the proceeds of a Revolver Advance). Failure of the Borrower to initiate a wire
transfer to reimburse the Administrative Agent in immediately available funds
for any such draw within 2 business hours after receipt of notice of such draw
shall constitute an Event of Default hereunder and under the Credit Agreement
(such reimbursement then to be effected by payment in full from the Cash
Collateral Account or by wire transfer of immediately available funds, or any
combination of the foregoing). The parties hereto expressly acknowledge and
agree that the agreement of the Borrower in the preceding three sentences does
not affect or abrogate any of the obligations of the Lenders to the
Administrative Agent to participate in any such draws under the Letter of Credit
in accordance with the terms of the Credit Agreement. The parties hereto further
expressly acknowledge and agree that the agreements of the Administrative Agent
and the Lenders HEREIN SHALL NOT IN ANY manner restrict or impair any rights or
remedies available to them with respect to any Persons other than the Borrower
and other Persons guaranteeing the Obligations or providing collateral security
therefor. Notwithstanding the forbearance contained in this Agreement, the
issuance of a payment blockage notice by the Administrative Agent or any of the
other Lenders to the Borrower and/or to the Trustee under the Subordinated Notes
Indenture (as provided for in Section 5.5 of the Subordinated Notes Indenture)
shall not be deemed to be an exercise of any right or remedy under the Credit
Agreement or any of the other the Loan Papers, or the exercise of any right or
remedy otherwise available at law or in equity, and shall not be prohibited by
any provision of this Agreement.
SECTION 3. CONDITIONS PRECEDENT. The parties hereto agree that no
provision of this First Amendment shall be effective until (a) the
Administrative Agent shall have received a copy of this First 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 First 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 First Amendment, including legal
and other professional fees and expenses incurred on or prior to the date of
this First Amendment by Administrative Agent, including, without limitation, the
fees and expenses of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., local counsel and Deloitte
Consulting, shall have been paid.
SECTION 4. OTHER AGREEMENTS.
Except as specifically modified by this First 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 First 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 First 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.
SECTION 5. PARTIES TO THIS FIRST 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 First 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 First 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 commenced 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 First 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 First Amendment and the other Loan Papers.
Section 7. MISCELLANEOUS.
(a) RATIFICATION AND CONFIRMATION OF LOAN PAPERS. Except as
specifically modified by this First 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 First 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 First 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) 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
First Amendment 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
but not limited to those under the Loan Papers are hereby ratified and
confirmed as valid, subsisting and continuing to secure the Obligations, and
this First Amendment shall not affect the priority of such Liens. Nothing in
this First Amendment 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 First Amendment
are included herein for convenience of reference only and shall not constitute
a part of this First Amendment for any other purpose or be given any
substantive effect.
(e) APPLICABLE LAW. THIS FIRST AMENDMENT 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 First
Amendment 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
First Amendment 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 First Amendment have been satisfied in
full with respect to any provision of this First Amendment (the "Effective
Date").
(g) FINAL AGREEMENT. THIS FIRST AMENDMENT, 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.
IN WITNESS WHEREOF, the parties hereto have caused this First
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
ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A.,
as Administrative Agent
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇
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By:
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Its:
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Bank of America Canada has executed this First
Amendment below for the sole purpose of
Section 5 of this First Amendment:
BANK OF AMERICA CANADA, a Canadian
chartered bank
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇
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By:
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Its:
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LENDERS:
BANK OF AMERICA, N.A., individually as a
Lender
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇
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By:
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Its:
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DRAFT #2 -- APRIL 12, 2002
FLEET NATIONAL BANK (f/k/a
BANKBOSTON, N.A.)
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Sr. V.P.
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KEY CORPORATE CAPITAL INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Its: S.V.P.
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COBANK, ACB
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: Senior Vice Pres.
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CREDIT LYONNAIS NEW YORK BRANCH
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇ ▇. ▇▇▇▇▇
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Its: Vice President
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DRAFT #2 -- APRIL 12, ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Its: Authorized Signatory
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DRESDNER BANK AG NEW YORK & GRAND
CAYMAN BRANCHES
/s/ ▇▇▇▇ ▇.
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By: ▇▇▇▇ ▇.
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Its: Director
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/s/ ▇▇▇▇▇
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By: ▇▇▇▇▇
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Its: Vice President
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U.S. BANK NATIONAL ASSOCIATION (F/K/A
FIRSTAR BANK, N.A. F/K/A MERCANTILE
BANK NATIONAL ASSOCIATION)
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: Vice President
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IBM CREDIT CORPORATION
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Its: Manager Special Handling
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THE CIT GROUP/EQUIPMENT FINANCING, INC.
SR
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By: ▇▇▇▇▇ ▇▇▇▇▇
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Its: Vice President
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ALLFIRST BANK
/s/ ▇▇▇▇ ▇. Wyrne
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By: ▇▇▇▇ ▇. Wyrne
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Its: Vice President
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PPM SPYGLASS FUNDING TRUST
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: AUTHORIZED AGENT
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PRIME INCOME TRUST
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Its: Executive Director
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ENDURANCE CLO I, LTD
C/o ING Capital Advisors LLC, as Portfolio Manager
▇▇▇▇▇▇ ▇. ▇▇▇▇
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By: ▇▇▇▇▇▇ ▇▇▇▇
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Its: SENIOR VICE PRESIDENT & PORTFOLIO MANAGER
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SEQUILS-ING I (HBDGM), LTD.
By: ING Capital Advisors LLC,
Collateral Manager and Authorized signatory
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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By: ▇▇▇▇▇▇ ▇▇▇▇
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Its: Senior Vice President
& Portfolio Manager
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TORONTO DOMINION (NEW YORK), INC.
/s/ ▇▇▇▇ ▇▇▇▇▇▇
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By: ▇▇▇▇ ▇▇▇▇▇▇
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Its: Vice President
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ARCHIMEDES FUNDING III, Ltd.
By: ING Capital Advisors, LLC,
as Collateral Manager
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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By: ▇▇▇▇▇▇ ▇▇▇▇
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Its: Senior Vice President
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& Portfolio Manager
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SALOMON BROTHERS HOLDING COMPANY INC.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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By: ▇▇▇▇▇ ▇▇▇▇▇▇
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Its: Assistant Vice President
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Accepted and Agreed as
of April 11, 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
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Chief Financial Officer and Vice President
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AIRCOMM OF AVON, LLC
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Chief Financial Officer and Vice President
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HIGH POINT MANAGEMENT CO., INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Chief Financial Officer and Vice President
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TOWER TECHNOLOGY CORPORATION OF
JACKSONVILLE, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Chief Financial Officer and Vice President
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INTERSTATE TOWER COMMUNICATIONS, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Chief Financial Officer and Vice President
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BROADCAST TOWERS, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Chief Financial Officer and Vice President
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PINNACLE TOWERS III INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Chief Financial Officer and Vice President
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▇▇▇▇▇▇▇ & ASSOCIATES, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Chief Financial Officer and Vice President
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PINNACLE ST. LOUIS LLC.
By: Pinnacle Towers Inc., sole member
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Chief Financial Officer and Vice President
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SIERRA TOWERS, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Chief Financial Officer and Vice President
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QTI, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Chief Financial Officer and Vice President
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INTRACOASTAL CITY TOWERS, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Chief Financial Officer and Vice President
PINNACLE TOWERS IV INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Chief Financial Officer and Vice President
PINNACLE TOWERS V INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Chief Financial Officer and Vice President
PINNACLE SAN ANTONIO L.L.C.
By: Pinnacle Towers Inc., sole member
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Chief Financial Officer and Vice President
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COASTAL ANTENNAS, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Chief Financial Officer and Vice President
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PINNACLE TOWERS LTD.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Chief Financial Officer and Vice President
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PINNACLE TOWERS CANADA INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Chief Financial Officer and Vice President
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/s/ J. ▇▇▇▇▇▇ ▇▇▇▇▇
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By: J. ▇▇▇▇▇▇ ▇▇▇▇▇
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April 15, 2002
SCHEDULE I
EXISTING DEFAULTS
1. Noncompliance as of September 30, 2001 with the financial covenants
set forth in Section 8.01 of the Credit Agreement as follows:
a) Leverage Ratio, section 8.01(a);
b) Consolidated Interest Coverage Ratio,
section 8.01(c); and
c) Consolidated Pro Form Debt Service Coverage
Ratio, section 8.01(d).
2. Noncompliance with the requirement to deliver third quarter consolidating
financial statements on November 15, 2001 as required by Section 7.01 of
the Credit Agreement.
3. Noncompliances as of December 31, 2001 with the financial covenants set
forth in Section 8.01 of the Credit Agreement as follows:
a) Leverage Ratio, section 8.01(a);
b) Consolidated Leverage Ratio, section 8.01(b);
c) Consolidated Interest Coverage Ratio, section 8.01(c);
d) Consolidated Pro Forma Debt Service Coverage Ratio, section
8.01(d); and
e) Consolidated Fixed Charge Coverage Ratio, Section 8.01(e).
4. Noncompliance with the requirement to deliver fourth quarter consolidating
financial statements by February 14, 2001 as required by Section 7.01 of
the Credit Agreement.
5. Noncompliance with certain collateral covenants set forth in Section 2.16
of the Credit Agreement, including the following:
a) mortgages/deeds of trust for approximately 59 out of a total of
925 fee owned sites
b) leasehold mortgages for 7 leasehold sites (out of top 20
leaseholds)
6. Pinnacle Holdings Inc. did not pay the interest due March 15, 2002 on its
5-1/2% Convertible Subordinated Notes Due 2007.
SELLER DEBT REPAYMENTS
RECONCILIATION
The following Schedule IV to the Amended and Restated Limited Forbearance
Agreement has been revised to show additional payments being made in connection
with the Seller Notes listed below. The highlighted items are those added to
the Schedule after review of the due diligence materials. We confirmed with
▇▇▇▇▇ ▇▇▇▇▇ that Pinnacle has only been listing the principal payments being
made on the Seller Notes (not the interest payments). However, for ease of
review, we have added in the monthly interest paid.
Pinnacle Towers Inc. Seller
Promissory Notes Payable
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Apr-02 April-02 May-02 May-02
------ -------- ------ ------
Proforma Interest Payment Proforma Principal Interest Payment
Principal Payment Payment
1 Rock & ▇▇▇▇▇▇▇ 916.64 138.38 924.28 125.72
2 ▇▇▇▇▇▇ 1,923.09 16,119.93 1,942.32 16,100.68
4 Lennon 639.29 7,905.82 646.32 7,898.80
6 ▇▇ ▇▇▇▇▇▇ 6,510.91 4,113.01 6,585.16 4,058.76
7 Rose Tower Company 8,333.33 8,333.33
8 ▇▇▇▇ ▇. ▇'▇▇▇▇▇ ▇▇ 2,583.33 2,583.33
9 ▇▇▇▇▇▇ ▇. Bolhern, Jr. 2,583.33 2,583.33
10 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ 2,186.67 2,166.67
11 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 2,186.67 2,166.67
12 ▇▇▇▇▇▇ 4,015.99 2,591.55 4,049.45 2,558.09
14 ▇▇▇▇▇ Communications 125,000.00
15 ▇▇▇▇▇ Enterprises 150,000.00
16 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 10,983.38 10,983.38
17 ▇▇▇ ▇. and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 3,760.00
21 Gator SMR 7,500.00 7,500.00
22 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 5,000.00 5,000.00
23 ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, 10,833.33 10,833.33
▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ 1,405.21 1,405.21
27 ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 1,250.00 1,250.00
28 ▇▇▇▇▇ ▇▇▇▇▇ (Atlanta/▇▇▇▇▇) 6,659.07 863.80 6,717.34 805.53
30 ▇▇▇▇▇▇▇▇▇ Development 5,534.25 733.63 5,580.37 687.51
Corporation (Tampa ▇▇▇▇▇▇▇▇▇)
31 ▇▇▇▇▇▇▇ 1,400.00 1,400.00
33 ▇▇▇▇▇▇▇-▇▇▇▇▇▇ 24,339.20 3,687.80 24,542.02 3,484.98
34 ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 219.81 127.15 221.65 125.31
(▇▇▇▇▇▇▇▇ Land)
35 Two-Way Communication 2,582.07 2,582.07
37 J & D Trunking-Greenville 6,003.85 1,262.64 6,053.88 1,212,61
▇▇▇▇▇▇▇ Deal
38 ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 13,057.52 2,877.78 13,166.33 2,768.95
39 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 4,687.50 4,687.50
40 ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ 2,210.89 1,109.35 2,229.31 1,090.92
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* According to the previous version of Schedule IV attached to the Amended and
Restated
Limited Forbearance Agreement, this $150,000.00 payment was being
made in April.
▇▇▇▇ ▇▇▇▇▇▇
41 H. ▇▇▇▇▇▇▇ ▇▇▇▇▇ 66.09 1733.91 66.58 1733.42
41 H. ▇▇▇▇▇▇▇ ▇▇▇▇▇, as Trustee 3,925.40 2846.69 3,954.84 2817.25
41 H. ▇▇▇▇▇▇▇ ▇▇▇▇▇ 6,412.40 4850.26 6,460.50 4602.16
45 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ 283.33 283.33
▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 16,702.40 4544.64 16,841.58 4405.46
49 ▇▇▇▇▇ Family Limited Partnership 12,500.00 12500.00
50 Y Junction Partnership 500.00 500.00
52 ▇▇▇▇▇▇ and Communications &
Tower Services, Inc. 166.67 166.67
53 Trio Communication 7083.33 7083.33
55 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 326.54 273.46 329.26 270.74
58 S&R Communications 2,508.50 1196.67 2,529.41 1175.76
Partnership (Flint MI Rice Acq)
59 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 107,954.47 37587.79 108,854.10 36,688.18
60 ▇▇▇▇ Family Partnership 5000.00
64 Tower Investments Inc 2,239.38 1933.51 2,258.04 1914.85
(KS Motorola Deal)
65 ▇▇▇▇▇▇▇ ▇. & ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1,828.14 2363.86 1,843.37 2348.63
66 ▇▇▇▇▇▇▇ ▇▇▇▇ 1524.03 1524.03
68 Ver?? 2333.33 2333.33
69 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 158.86 144.82 160.18 143.30
71 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 1225.00 1225.00
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339,152.69 196,639.71 215,936.29 186,106.10
489,162.69