EXHIBIT 10.61
SIXTH AMENDMENT
TO
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT is
dated as of the 24th day of April, 2001 (this "Sixth Amendment"), and entered
into among PINNACLE TOWERS INC. a Delaware corporation (the "Borrower"), the
Lenders signatory hereto, BANK OF AMERICA, N.A., a national banking association,
individually and as Administrative Agent (in such latter capacity, the
"Administrative Agent").
WITNESSETH:
WHEREAS, the Borrower, the Administrative Agent, and Lenders entered
into a Fifth Amended and Restated Credit Agreement, dated as of September 17,
1999 (as amended by that certain First Amendment to Fifth Amended and Restated
Credit Agreement, dated as of October 29, 1999, by that certain Second Amendment
to Fifth Amended and Restated Credit Agreement, dated as of December 6, 1999, by
that certain Third Amendment to Fifth Amended and Restated Credit Agreement,
dated as of January 13, 2000, by that certain Fourth Amendment to Fifth Amended
and Restated Credit Agreement, Dated as of August 11, 2000, by that certain
Fifth Amendment to Fifth Amended and Restated Credit Agreement, dated as of
February 13, 2001, and as further amended, restated, or otherwise modified from
time to time, the "Credit Agreement"). Unless specifically defined or redefined
below, capitalized terms used herein shall have the meanings ascribed thereto in
the Credit Agreement;
WHEREAS, the Lenders, the Borrower, and the Administrative Agent have
agreed to amend the Credit Agreement to make certain changes to the terms
therein upon the terms and conditions set forth below;
NOW, THEREFORE, for valuable consideration hereby acknowledged, the
Borrower, the Lenders, and the Administrative Agent agree as follows:
SECTION 1. Amendment to Article I Definitions.
(a) The definition of "Applicable Margin" in Article I of the
Credit Agreement shall be deleted in its entirety and the following definition
of "Applicable Margin" shall be substituted in its stead:
"Applicable Margin" means, (a) with respect to Advances
outstanding under the Term Loan A and the Revolver Loan, 3.250% per
annum for LIBOR Advances and 2.000% per annum for Base
Advances and (b) with respect to Advances under the Term Loan B,
3.500% per annum for LIBOR Advances and 2.250% for Base
Advances, provided that, after the date which the Administrative Agent
and the Lenders receive a Compliance Certificate required to be
delivered in accordance with the terms of Section 7.01 hereof for the
fiscal quarter ended June 30, 2000, then, if there exists no Default
or Event of Default, the Applicable Margin for LIBOR Advances will be
the following per annum percentages applicable in the following
situations:
Term Loan A and
Revolver Loan Term Loan B
Applicability Percentage Percentage
------------- ---------------- ------------
(i) If the Leverage 3.250% 3.500%
Ratio is equal to or
greater than 6.00 to 1.00
(ii) If the Leverage 3.000% 3.500%
Ratio is equal to or
greater than 5.50 to 1.00
but is less than 6.00 to 1.00
(iii) If the Leverage 2.750% 3.500%
Ratio is equal to or
greater than 5.00 to 1.00
but is less than 5.50 to 1.00
(iv) If the Leverage 2.500% 3.500%
Ratio is equal to or
greater than 4.50 to 1.00
but is less than 5.00 to 1.00
(v) If the Leverage 2.250% 3.250%
Ratio is equal to or
greater than 4.00 to 1.00
but is less than 4.50 to 1.00
(vi) If the Leverage 2.000% 3.250%
Ratio is equal to or
greater than 3.50 to 1.00
but is less than 4.00 to 1.00
(vii) If the Leverage 1.750% 3.250%
Ratio is less than 3.50 to 1.00
In each case in the above grid, the Applicable Margin for Base Advances
shall be a per annum rate equal to 1.25% less than the Applicable
Margin for the applicable LIBOR Advance. The Applicable Margin payable
by the Borrower shall be (a) after the Administrative Agent has
received all financial information required by Section 7.01 hereof for
the fiscal quarter ended June 30, 2000, reduced or increased as
applicable and as set forth in the table above, on a quarterly basis
according to the performance of the Parent, Borrower and Subsidiaries
of Borrower as tested by the Leverage Ratio and (b) further increased
as set forth in Section 6.15(c) hereof. Except as set forth in the last
sentence hereof, any such increase or reduction in the Applicable
Margin provided for herein shall be effective three Business Days after
receipt by Administrative Agent of the applicable financial statements
and corresponding Compliance Certificate. If financial statements and a
Compliance
2
Certificate of the Borrower setting forth the Leverage Ratio are not
received by the Administrative Agent by the date required pursuant to
Article VII hereof, the Applicable Margin shall be determined as if the
Leverage Ratio exceeds 6.00 to 1.00, until such time as such financial
statements and Compliance Certificate are received. For the final
quarter of any fiscal year of the Borrower, the Borrower may provide
the unaudited financial statements of the Borrower, subject only to
year-end adjustments, for the purpose of adjusting the Applicable
Margin.
SECTION 2. Waiver
The Borrower has informed the Administrative Agent that (1) for the
fiscal quarter ended December 31, 1999, its Leverage Ratio was in excess of 6.50
to 1.00, in excess of the maximum ratio permitted pursuant to Section 8.01(a) of
the Credit Agreement for such fiscal quarter, (2) for the fiscal quarter ended
December 31, 2000, its Leverage Ratio was in excess of 5.00 to 1.00, in excess
of the maximum ratio permitted pursuant to Section 8.01 (a) of the Credit
Agreement for such fiscal quarter, (3) for the fiscal quarter ended December 31,
1999, its Pro Forma Debt Service ratio was less than 1.50 to 1.00, which is less
than the minimum ratio permitted pursuant to Section 8,01 (d) of the Credit
Agreement for such fiscal quarter and (4) for the fiscal quarter ended December
31, 2000, its Pro Forma Debt Service ratio was less than 1.25 to 1.00, which is
less than the minimum ratio permitted pursuant to Section 8.01(d) of the Credit
Agreement for such fiscal quarter (collectively, the "Covenant Breaches").
Subject to the terms and conditions set forth in Section 3 below, the
Administrative Agent and the Lenders hereby grant a one-time waiver with respect
to the Covenant Breaches for the fiscal quarters ended December 31, 1999 and
December 31, 2000 only, so long as (1) the Borrower's Leverage Ratio for the
December 31, 1999 fiscal quarter is not in excess of 7.35 to 1.00, (2) the
Borrower's Leverage Ratio for the December 31, 2000 fiscal quarter is not in
excess of 5.40 to 1.00, (3) the Borrower's Pro Forma Debt Service ratio for the
December 31, 1999 fiscal quarter is not less than 1.30 to 1.00 and (4) the
Borrower's Pro Forma Debt Service ratio for the December 31, 2000 fiscal quarter
is not less than 1.10 to 1.00.
SECTION 3. Conditions Precedent. This Sixth Amendment shall not
be effective until all proceedings of the Borrower taken in connection with this
Sixth Amendment and the transactions contemplated hereby shall be satisfactory
in form and substance to the Administrative Agent and Lenders, and the
Administrative Agent and Lenders shall have each received:
(a) copies of resolutions authorizing the execution,
delivery and performance of this Sixth Amendment and the transactions
contemplated hereby by the Borrower, the Parent, and their
Subsidiaries;
(b) legal opinions by counsel to the Parent, the Borrower
and their Subsidiaries and GAAP subsidiaries in form and substance
satisfactory to the Administrative Agent regarding the due execution,
delivery and performance of this Sixth Amendment and the transactions
contemplated hereby, and the legality, validity and the enforceability
thereof, and that this amendment and the transactions permitted hereby
do not conflict with other agreements of the Borrower, the Parent and
their Subsidiaries, including without limitation, the Indenture and the
Parent Senior Notes Documentation;
3
(c) payment to the Administrative Agent (i) for the pro
rata account of each the Lenders executing this Sixth Amendment by 5:00
p.m. (Dallas time), April 24, 2001, an amendment fee equal to
$577,500.00, which is equal to 12.50 bps on each such Lender's pro
rata portion of the outstanding Loans plus the unused Commitment; and
(ii) reimbursement for legal fees and other expenses incurred by the
Administrative Agent in connection with the Loans and this Sixth
Amendment;
(d) this Sixth Amendment, fully executed by the Borrower,
such execution and delivery shall evidence the fact that the
representations and Warranties set forth below are true and correct as
of the date hereof, and
(e) such other documents, instruments, and certificates
requested by any Lender, each in form and substance satisfactory to the
Administrative Agent, as the Administrative Agent shall deem necessary
or appropriate in connection with this Sixth Amendment and the
transactions contemplated hereby.
SECTION 4. Representations and Warranties. The Borrower
represents and warrants to the Lenders and the Administrative Agent that (a)
this Sixth Amendment constitutes its legal, valid, and binding obligations,
enforceable in accordance with the terms hereof (subject as to enforcement of
remedies to any applicable bankruptcy, reorganization, moratorium, or other laws
or principles of equity affecting the enforcement of creditors' rights
generally), (b) there exists no Event of Default or Default under the Credit
Agreement both before and after giving effect to this Sixth Amendment, except as
expressly waived hereby, (c) its representations and warranties set forth in the
Credit Agreement and other Loan Papers are true and correct on the date hereof
both before and after giving effect to this Sixth Amendment, (d) it has complied
with all agreements and conditions to be complied with by it under the Credit
Agreement and the other Loan Papers by the date hereof, (e) the Credit
Agreement, as amended hereby, and the other Loan Papers remain in full force and
effect, and (f) no notice to, or consent of, any Person is required under the
terms of any agreement of the Borrower in connection with the execution of this
Sixth Amendment.
SECTION 5. Further Assurances. The Borrower shall execute and
deliver such further agreements, documents, instruments, and certificates in
form and substance satisfactory to the Administrative Agent, as the
Administrative Agent or any Lender may deem necessary or appropriate in
connection with this Sixth Amendment.
SECTION 6. Counterparts. This Sixth Amendment and the other
Loan Papers may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument. In making proof of any
such agreement, it shall not be necessary to produce or account for any
counterpart other than one signed by the party against which enforcement is
sought.
SECTION 7. ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN
PAPERS REPRESENT 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.
4
SECTION 8. GOVERNING LAW. (a) THIS AGREEMENT AND ALL LOAN PAPERS
SHALL BE DEEMED CONTRACTS MADE UNDER THE LAWS OF TEXAS AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF TEXAS, EXCEPT TO THE
EXTENT (A) FEDERAL LAWS GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND
INTERPRETATION OF ALL OR ANY PART OF THIS AGREEMENT AND ALL LOAN PAPERS OR (B)
STATE LAW GOVERNS UCC COLLATERAL INTERESTS FOR PROPERTIES OF THE BORROWER AND
THE SUBSIDIARIES OUTSIDE THE STATE OF TEXAS. WITHOUT EXCLUDING ANY OTHER
JURISDICTION, THE BORROWER AND EACH SUBSIDIARY AGREES THAT THE COURTS OF TEXAS
WILL HAVE JURISDICTION OVER PROCEEDINGS IN CONNECTION HEREWITH.
(b) THE BORROWER AND EACH SUBSIDIARY HEREBY WAIVES PERSONAL
SERVICE OF ANY LEGAL PROCESS UPON IT. IN ADDITION, THE BORROWER AND EACH
SUBSIDIARY AGREES THAT SERVICE OF PROCESS MAY BE MADE UPON IT BY REGISTERED
MAIL. (RETURN RECEIPT REQUESTED) DIRECTED TO THE BORROWER AT ITS ADDRESS
DESIGNATED FOR NOTICE UNDER THIS AGREEMENT AND SERVICE SO MADE SHALL BE DEEMED
TO BE COMPLETED UPON RECEIPT BY THE BORROWER NOTHING IN THIS SECTION SHALL
AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO SERVE LEGAL
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
SECTION 9. WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED
BY LAW, EACH PARTY HERETO, AND EACH LENDER HEREBY WAIVES ANY RIGHT THAT IT MAY
HAVE TO A TRIAL BY JURY OF ANY DISPUTE (WHETHER A CLAIM IN TORT, CONTRACT,
EQUITY, OR OTHERWISE) ARISING UNDER OR RELATING TO THIS AGREEMENT, THE OTHER
LOAN PAPERS, OR ANY RELATED MATTERS, AND AGREES THAT ANY SUCH DISPUTE SHALL BE
TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.
IN WITNESS WHEREOF, this Sixth Amendment to Fifth Amended and Restated
Credit Agreement is executed as of the date first set forth above.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
5
THE BORROWER:
PINNACLE TOWERS INC.
/s/ XXXXXXXXX X. XXXXXXX
----------------------------
By: XXXXXXXXX X. XXXXXXX
-----------------------
Its: TREASURER
-----------------------
6
ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A.,
as Administrative Agent
/s/ XXXXXX X. XXXXXXX
----------------------------
By: XXXXXX X. XXXXXXX
-----------------------
Its: VICE PRESIDENT
-----------------------
7
LENDERS:
BANK OF AMERICA, N.A., individually as
a Lender
/s/ XXXXXX X. XXXXXXX
-------------------------------------
By: XXXXXX X. XXXXXXX
---------------------------------
Its: VICE PRESIDENT
---------------------------------
8
FLEET NATIONAL BANK (f/k/a
BANKBOSTON, N.A.)
--------------------------------------
By:
---------------------------------
Its:
---------------------------------
9
BANKERS TRUST COMPANY
/s/ Xxxx Xxxxxx
--------------------------------------
By: Xxxx Xxxxxx
---------------------------------
Its: DIRECTOR
---------------------------------
10
SOCIETE GENERALE
/s/ XXXX XXXXX
-----------------------------------
By: XXXX XXXXX
------------------------------
Its: DIRECTOR
------------------------------
00
XXXXX XXXX XX XXXXXXXXXX, N.A.
/s/ XXXXX X. XXXXXX
-----------------------------
By: XXXXX X. XXXXXX
-----------------------
Its: VICE PRESIDENT
-----------------------
12
KEY CORPORATE CAPITAL INC.
/s/ XXXXX X. XXXXXX
-----------------------------
By: XXXXX X. XXXXXX
-----------------------
Its: SENIOR VICE PRESIDENT
-----------------------
13
COBANK, ACB
/s/ XXXXXX X. XXXXXXXX
-----------------------------
By: XXXXXX X. XXXXXXXX
-----------------------
Its: VICE PRESIDENT
-----------------------
14
CREDIT LYONNAIS NEW YORK BRANCH
/s/ XXXXXXX XXXXXXXX
----------------------------------------
BY: XXXXXXX XXXXXXXX
-----------------------------------
ITS: AUTHORIZED SIGNATURE
-----------------------------------
00
XXX XXXX XX XXXX XXXXXX
/s/ XXXX X. XXXXXXXXXXXXX
----------------------------------------
BY: P. A. XXXXXXXXXXXXX
-----------------------------------
ITS: AUTHORIZED SIGNATORY
-----------------------------------
16
DRESDNER BANK AG NEW YORK &
GRAND CAYMAN BRANCHES
/s/ XXXX X. XXXXXXX
----------------------------------------
BY: XXXX X. XXXXXXX
-----------------------------------
ITS: FIRST VICE PRESIDENT
-----------------------------------
/s/ XXXXX XXXXXXXXX
----------------------------------------
BY: XXXXX XXXXXXXXX
-----------------------------------
ITS: ASSISTANT VICE PRESIDENT
-----------------------------------
17
FIRSTAR BANK, N.A. (f/k/a
MERCANTILE BANK NATIONAL ASSOCIATION)
/S/ XXXXXXX X. BEST
----------------------------------------
BY: XXXXXXX X. BEST
-----------------------------------
ITS: BANKING OFFICER
-----------------------------------
18
U.S. BANK NATIONAL ASSOCIATION
----------------------------------------
BY:
-----------------------------------
ITS:
-----------------------------------
19
DEXIA PUBLIC FINANCE BANK (f/k/a CREDIT
LOCAL DE FRANCE -- NEW YORK AGENCY
----------------------------------------
BY:
-----------------------------------
ITS:
-----------------------------------
----------------------------------------
BY:
-----------------------------------
ITS:
-----------------------------------
20
IBM CREDIT CORPORATION
/s/ XXXXXX X. XXXXXX
----------------------------------------
BY: XXXXXX X. XXXXXX
-----------------------------------
ITS: MANAGER OF CREDIT, COMMERCIAL
AND SPECIALTY FINANCING
-----------------------------------
21
THE CIT GROUP/EQUIPMENT FINANCING, INC.
/s/ XXXXXXXX X. XXXXXXXXXX
----------------------------------------
BY: XXXXXXXX X. XXXXXXXXXX
-----------------------------------
ITS: VICE PRESIDENT
-----------------------------------
22
ALLFIRST BANK
/s/ W. XXXXX XXXXXXX
---------------------------
By: W. XXXXX XXXXXXX
----------------------
Its: VICE PRESIDENT
----------------------
23
XXXXXXX XXXXX BANK, FSB
/s/ XXXX X. XXXXXXXXX
---------------------------
By: XXXX X. XXXXXXXXX
----------------------
Its: VICE PRESIDENT
----------------------
24
XXXXXX FINANCIAL, INC.
/s/ XXXXX XXXXXX
---------------------------
By: XXXXX XXXXXX
----------------------
Its: VICE PRESIDENT
----------------------
25
PILGRIM PRIME RATE TRUST
By: ING PILGRIM INVESTMENTS,
AS ITS INVESTMENT MANAGER
/s/ XXXXXXX X. XXXXXXX
---------------------------
By: XXXXXXX X. XXXXXXX
----------------------
Its: SENIOR VICE PRESIDENT
----------------------
26
PPM SPYGLASS FUNDING TRUST
/s/ XXX X. XXXXXX
---------------------------
By: XXX X. XXXXXX
----------------------
Its: AUTHORIZED AGENT
----------------------
27
XXXXXX XXXXXXX XXXX XXXXXX
PRIME INCOME TRUST
/s/ Xxxxxx X. Xxxxxxxx
------------------------------
By: XXXXXX X. XXXXXXXX
---------------------------
Its: SENIOR VICE PRESIDENT
--------------------------
28
KZHG ING-1 LLC
/s/ Xxxxxxxx Xxxx
-------------------------
By: XXXXXXXX XXXX
----------------------
Its: AUTHORIZED AGENT
---------------------
29
KZHG ING-1 LLC
/s/ Xxxxx Xxx
-------------------------
By: XXXXX XXX
----------------------
Its: Authorized Agent
---------------------
30
SEQUILS-ING1 (HBDGM), LTD.
By: ING Capital Advisors LLC,
Collateral Manager and Authorized
signatory
/s/ Xxxxxx Xxxxxx
--------------------------------
By: XXXXXX XXXXXX
----------------------------
Its: VICE PRESIDENT &
SENIOR CREDIT ANALYST
----------------------------
31
TORONTO DOMINION (NEW YORK), INC.
/s/ Xxxx Xxxxxx
-----------------------
By: XXXX XXXXXX
-------------------
Its: VICE PRESIDENT
-------------------
32
SEQUILS PILGRIM 1, LTD.
By: ING Pilgrim Investments,
as its investment manager
/s/ Xxxxxxx X. Xxxxxxx
------------------------------
By: XXXXXXX X. XXXXXXX
--------------------------
Its: SENIOR VICE PRESIDENT
--------------------------
33
XXXXXXX BANK
/s/ XXXXXXX X. XXXXXXXXX
----------------------------
By: XXXXXXX X. XXXXXXXXX
-----------------------
Its: VICE PRESIDENT
-----------------------
34
ARCHIMEDES FUNDING III, Ltd.
By: ING Capital Advisors LLC
as Collateral Manager
/s/ XXXXXX XXXXXX
---------------------------
By: XXXXXX XXXXXX
----------------------
Its: VICE PRESIDENT &
----------------------
SENIOR CREDIT ANALYST
35
CITIZENS BANK OF MASSACHUSETTS
/s/ XXXXX X. XXXXXXXX
------------------------------
By: XXXXX X. XXXXXXXX
-------------------------
Its: ASSISTANT VICE PRESIDENT
-------------------------
36
Accepted and Agreed as
of April 23, 2001:
--------------------------------------------------------------------------------
PINNACLE HOLDINGS, INC.
/s/ Xxxxxxxxx X. Xxxxxxx
-------------------------
By: Xxxxxxxxx X. Xxxxxxx
--------------------
Its: Treasurer
--------------------
COVERAGE PLUS ANTENNA SYSTEMS, INC.
/s/ Xxxxxxxxx X. Xxxxxxx
-------------------------
By: Xxxxxxxxx X. Xxxxxxx
--------------------
Its: Treasurer
--------------------
TOWER SYSTEMS, INC.
/s/ Xxxxxxxxx X. Xxxxxxx
-------------------------
By: Xxxxxxxxx X. Xxxxxxx
--------------------
Its: Treasurer
--------------------
RADIO STATION WGLD, INC.
/s/ Xxxxxxxxx X. Xxxxxxx
-------------------------
By: Xxxxxxxxx X. Xxxxxxx
--------------------
Its: Treasurer
--------------------
ICB TOWERS, LLC
/s/ Xxxxxxxxx X. Xxxxxxx
-------------------------
By: Xxxxxxxxx X. Xxxxxxx
--------------------
Its: Treasurer
--------------------
37
AIRCOMM OF AVON, LLC
/s/ XXXXXXXXX X. XXXXXXX
-----------------------------------------
BY: XXXXXXXXX X. XXXXXXX
------------------------------------
ITS: TREASURER
------------------------------------
HIGH POINT MANAGEMENT CO., INC.
/s/ XXXXXXXXX X. XXXXXXX
-----------------------------------------
BY: XXXXXXXXX X. XXXXXXX
------------------------------------
ITS: TREASURER
------------------------------------
TOWER TECHNOLOGY CORPORATION OF
JACKSONVILLE
/s/ XXXXXXXXX X. XXXXXXX
-----------------------------------------
BY: XXXXXXXXX X. XXXXXXX
------------------------------------
ITS: TREASURER
------------------------------------
COASTAL ANTENNA'S INC.
/s/ XXXXXXXXX X. XXXXXXX
-----------------------------------------
BY: XXXXXXXXX X. XXXXXXX
------------------------------------
ITS: TREASURER
------------------------------------
MARMAC INDUSTRIES INCORPORATED
/s/ XXXXXXXXX X. XXXXXXX
-----------------------------------------
BY: XXXXXXXXX X. XXXXXXX
------------------------------------
ITS: TREASURER
------------------------------------
38
PINNACLE TOWERS III INC.
/s/ XXXXXXXXX X. XXXXXXX
-----------------------------------------
BY: XXXXXXXXX X. XXXXXXX
------------------------------------
ITS: TREASURER
------------------------------------
XXXXXXX & ASSOCIATES, INC.
/s/ XXXXXXXXX X. XXXXXXX
-----------------------------------------
BY: XXXXXXXXX X. XXXXXXX
------------------------------------
ITS: TREASURER
------------------------------------
PTI COMMUNICATIONS COMPANY, INC.
/s/ XXXXXXXXX X. XXXXXXX
-----------------------------------------
BY: XXXXXXXXX X. XXXXXXX
------------------------------------
ITS: TREASURER
------------------------------------
INTELLICOM, INC.
/s/ XXXXXXXXX X. XXXXXXX
-----------------------------------------
BY: XXXXXXXXX X. XXXXXXX
------------------------------------
ITS: TREASURER
------------------------------------
PINNACLE ST. LOUIS LLC
/s/ XXXXXXXXX X. XXXXXXX
-----------------------------------------
BY: XXXXXXXXX X. XXXXXXX
------------------------------------
ITS: TREASURER
------------------------------------
SIERRA TOWERS, INC.
/s/ XXXXXXXXX X. XXXXXXX
-----------------------------------------
BY: XXXXXXXXX X. XXXXXXX
------------------------------------
ITS: TREASURER
------------------------------------
39
QTI, INC.
/s/ XXXXXXXXX X. XXXXXXX
-----------------------------------------
BY: XXXXXXXXX X. XXXXXXX
------------------------------------
ITS: TREASURER
------------------------------------
INTRACOASTAL CITY TOWERS, INC.
/s/ XXXXXXXXX X. XXXXXXX
-----------------------------------------
BY: XXXXXXXXX X. XXXXXXX
------------------------------------
ITS: TREASURER
------------------------------------
PINNACLE TOWERS IV INC.
/s/ XXXXXXXXX X. XXXXXXX
-----------------------------------------
BY: XXXXXXXXX X. XXXXXXX
------------------------------------
ITS: TREASURER
------------------------------------
PINNACLE TOWERS V INC.
/s/ XXXXXXXXX X. XXXXXXX
-----------------------------------------
BY: XXXXXXXXX X. XXXXXXX
------------------------------------
ITS: TREASURER
------------------------------------
PINNACLE SAN ANTONIO L.L.C.
BY: PINNACLE TOWERS INC., SOLE MEMBER
/s/ XXXXXXXXX X. XXXXXXX
-----------------------------------------
BY: XXXXXXXXX X. XXXXXXX
------------------------------------
ITS: TREASURER
------------------------------------
40
