EXHIBIT 10.65
ASSET SALE CONSENT AGREEMENT
THIS ASSET SALE CONSENT AGREEMENT (this "Agreement") is dated
as of February 28, 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 Agreement, 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, the other Loan Parties, the Lenders and the
Administrative Agent have entered into that certain Limited Forbearance
Agreement dated as of November 16, 2001, as amended by that certain First
Amendment and Extension of Limited Forbearance Agreement dated as of December
12, 2001, as further amended by that certain Second Amendment and Extension of
Limited Forbearance Agreement dated as of February 6, 2002 (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 "Forebearance Agreement") in connection with certain Events of Default under
the Credit Agreement.
C. The Borrower has advised the Lenders that the Borrower desires
to sell certain assets some of which are pledged as Collateral under the Loan
Papers, as more fully set forth on the attached Schedule I and Schedule II.
D. The Borrower has requested that the Lenders agree to the sale
of such assets in one or multiple transactions and in connection with such sale,
to release any Liens on such Collateral, and the Lenders have agreed to do so on
the terms set forth herein.
NOW, THEREFORE, 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.
SECTION 2. PERMITTED ASSET SALES. On the Effective Date and
continuing until the Termination Date (as defined in the Forbearance Agreement,
as such definition may be amended), so long as (a) there exists no Default or
Event of Default both before and after giving effect to such sale (except the
Defaults and Events of Default set forth on Schedule I of the
Forbearance Agreement), (b) the gross proceeds of each such sale of assets or
Properties are in cash only, the Net Proceeds are distributed in accordance with
the terms of Section 3 hereof and the Borrower is in full compliance with the
terms of Section 3 hereof and this Agreement, (c) the sale price of such assets
or Properties are no less than the fair market value of such assets or
Properties at the time of such sale as demonstrated by a third parry appraisal
of such assets or Properties, if available (this provision not requiring a new
third party appraisal if such appraisal has not already been obtained), or as
certified by an Authorized Officer of the Borrower if a third party appraisal is
not available and (d) 100% of all Net Proceeds and other monies from the buyer
of any such assets and Properties are wired directly to the Administrative Agent
(and not to the Borrower, the Parent, any of their Subsidiaries or any other
Person) pursuant to instructions from the Borrower and its Subsidiaries
whereupon the Administrative Agent shall distribute such funds as set forth in
Section 3 hereof, Borrower may consummate the sale of the assets and
Properties described on Schedule I and Schedule II hereto on the terms and
conditions described on such Schedules.
In connection with any asset sale permitted by this Section 2, the
Administrative Agent is hereby authorized by each Lender to (i) execute any and
all releases deemed appropriate by it to release such assets of the Borrower,
the Parent and their Subsidiaries constituting Collateral from all Liens and
security interests securing all or any portion of the Obligations, (ii) return
to the Borrower any such Collateral in the possession of the Administrative
Agent, and (iii) take such other action as the Administrative Agent deems
necessary or appropriate in connection with such transaction and in furtherance
of the effectuation thereof.
SECTION 3. PROCEEDS OF ASSET SALES. The Borrower shall use the Net
Proceeds of sales of assets or Properties by the Borrower, the Parent or any of
their Subsidiaries (which for purposes of this Agreement (i) shall not exclude
asset sales in the ordinary course of business, but provided that no such sales
of assets or Properties by the Parent, the Borrower or any of their
Subsidiaries shall be permitted except as set forth in Section 2 hereof and
(ii) to the extent that there exists no other Default or Event of Default
during the term of this agreement other than as listed on Schedule I to the
Forbearance Agreement, Debt under the Credit Agreement secured by the assets
pledged under the Loan Papers (other than assets or Properties owned by the
Canada Sub and pledged to secure the Canada Indebtedness) shall not require
immediate repayment of such Debt other than) as follows: (a) First, if amounts
in the letter of credit cash collateral account are less than $2,500,000, the
cash collateral account established pursuant to Section 4 of the Forbearance
Agreement shall be replenished by the Net Proceeds of any such asset sales
until the amount in such cash collateral account is not less than $2,500,000,
(b) then, if there exists no Default or Event of Default other than as listed on
Schedule I to the Forbearance Agreement, (i) the Administrative Agent shall
return to the Borrower for its own use an amount equal to the difference
between 20% of the remaining Net Proceeds of any such sales and (A) fees owing
under the Forbearance Agreement, if any, (which such fees shall be retained by
the Administrative Agent for distribution to certain Lenders as provided in the
Forbearance Agreement) and (B) current fees and expenses owed to Special
Counsel and Deloitte Consulting, provided that within 365 days of receipt of
such Net Proceeds, Borrower shall use such Net Proceeds, either (x) to invest
in assets related to the same line of business as Parent or a business
reasonably ancillary thereto or (y) permanently to repay the Obligations
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under the Credit Agreement, and (ii) the remaining 80% of such remaining Net
Proceeds shall be retained by the Administrative Agent and must be used to
repay the Obligations, applied among the Revolver Loan, the Term Loan A and the
Term Loan B, ratably based on outstandings, applied in the inverse order of
maturity and not affecting the scheduled reductions of the Commitment required
by Section 2.11(b) of the Credit Agreement, and (c) if there exists any Default
or Event of Default in addition to those listed on Schedule I to the
Forbearance Agreement, 100% of the remaining Net Proceeds must be used to repay
the Obligations, applied among the Revolver Loan, the Term Loan A and the Term
Loan B, ratably based on outstandings, applied in the inverse order of maturity
and not affecting the scheduled reductions of the Commitment required by
Section 2.11(b) of the Credit Agreement. This Section 3 shall supersede Section
4 of the Forbearance Agreement related to proceeds of asset sales with respect
to all asset sales contemplated hereunder or otherwise.
SECTION 4. RELEASE.
(a) Borrower, the Patent, 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 Agreement 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 Agreement and were in
any manner related to any of the Loan Papers.
(c) The agreements of each Borrower Party set forth in this
Section 4 shall survive termination of this Agreement and other Loan Papers.
SECTION 5. CONDITIONS PRECEDENT. The parties hereto agree that no
provision of this Agreement shall be effective until (a) the Administrative
Agent shall have received a copy of this Agreement 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 and (b) all
fees and expenses in connection with the Loan Papers, including this Agreement,
including legal and other professional fees and expenses incurred on or prior to
the date of this Agreement by Administrative Agent, including, without
limitation, the
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fees and expenses of Xxxxxxxx Xxxxxxxx & Xxxxxx P.C. and Deloitte Consulting,
shall have been paid.
SECTION 6. REPRESENTATIONS AND WARRANTIES. To induce the
Administrative Agent and the several Lenders parties hereto to enter into this
Agreement and to grant the permission contained herein, the Parent and the
Borrower jointly and severally represent and warrant to the Administrative Agent
and the Lenders as follows;
(a) AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by the Loan Parties of this Agreement have been duly authorized by
all necessary partnership, corporate or limited liability company action, as
applicable, and do not and will not (i) contravene the terms of any charter
documents of any Loan Party, (ii) conflict with or result in any breach or
contravention of, or the creation of any Lien under, any document evidencing any
contractual obligation to which any Loan Party is a party or any order,
injunction, writ or decree of any governmental authority to which any Loan Party
is a party or its property is subject, or (iii) violate any requirement of Law.
(b) GOVERNMENTAL AUTHORIZATION. No approval, consent, exemption,
authorization or other action by, or notice to, or filing with or approvals
required under state blue sky securities laws or by any governmental authority
is necessary or required in connection with the execution, delivery, performance
or enforcement of this Agreement.
(c) NO DEFAULT. Other than as listed on Schedule I of the
Forbearance Agreement, no Default or Event of Default exists under any of the
Loan Papers. No Loan Party is in default under or with respect to (i) its
charter documents or (ii) charter material contractual obligation of such
Person. The execution, delivery and performance of this Agreement shall not
result in any default under any contractual obligation of any Loan Party in any
respect.
(d) BINDING EFFECT. This Agreement constitutes the legal, valid
and binding obligations of the Loan Parties that are parties thereto,
enforceable against such Loan Parties in accordance with their respective terms,
except as enforceability may be limited by applicable bankruptcy, insolvency, or
similar laws affecting the enforcement of creditors' rights generally or by
equitable principles of general applicability.
(e) REPRESENTATIONS ARID WARRANTIES. Except with respect to the
existence of the Anticipated Defaults listed on Schedule I of the Forbearance
Agreement, the representations and warranties set forth in the Credit Agreement
and the other Loan Papers are true and correct in all material respects on and
as of the Effective Date, as if such representation and warranties were being
made on and as of the Effective Date.
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
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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 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 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 heading 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 as such
Agreement is executed by such signatory 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 5 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
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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 Asset Sale
Permission Agreement 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/ Xxxxxxx X. Xxxxxxx
------------------------------------------------
By: Xxxxxxx X. Xxxxxxx
Its: Chief Financial Officer and Vice President
ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A.,
as Administrative Agent
/s/ Xxxxxxx X. Xxxxxxxxxxx XX
------------------------------
By: Xxxxxxx X. Xxxxxxxxxxx XX
-------------------------
Its: Managing Director
-------------------------
LENDERS:
BANK OF AMERICA, N.A., individually as a
Lender
/s/ Xxxxxxx X. Xxxxxxxxxxx, XX
-------------------------------
By: Xxxxxxx X. Xxxxxxxxxxx, XX
--------------------------
Its: Managing Director
--------------------------
FLEET NATIONAL BANK (f/k/a
BANKBOSTON, N.A.)
------------------------------
By:
-------------------------
Its:
-------------------------
BANKERS TRUST COMPANY
/s/ Xxxx Xxxxxx
------------------------
By: Xxxx Xxxxxx
-------------------
Its: Director
-------------------
SOCIETE GENERALE
/s/ Xxxxxxxxxx X. Xxxxxx
-------------------------------
By: Xxxxxxxxxxx X. Xxxxxx
-------------------------
Its: Director
-------------------------
UNION BANK OF CALIFORNIA, N.A.
/s/ Xxxx-Xxxxxx Xxxxxx
-------------------------------
By: Xxxx-Xxxxxx Xxxxxx
---------------------------
Its: ASSISTANT VICE PRESIDENT
---------------------------
KEY CORPORATE CAPITAL INC.
/s/ Xxxxxxx X. Xxxxx
-------------------------------
By: Xxxxxxx X. Xxxxx
---------------------------
Its: SVP
---------------------------
COBANK, ACB
/s/ Xxxxxx X. Xxxxxx
-------------------------------
By: Xxxxxx X. Xxxxxx
---------------------------
Its: Senior Vice President
---------------------------
CREDIT LYONNAIS NEW YORK BRANCH
-------------------------------
By:
---------------------------
Its:
---------------------------
THE BANK OF NOVA SCOTIA
/s/ XXXX X. XXXXXXXXXXXXX
----------------------------------------
BY: XXXX X. XXXXXXXXXXXXX
-----------------------------------
ITS: AUTHORIZED SIGNATORY
-----------------------------------
DRESDNER BANK AG NEW YORK & GRAND
CAYMAN BRANCHES
/s/ XXXX X. XXXXXXX
----------------------------------------
BY: XXXX X. XXXXXXX
-----------------------------------
ITS: DIRECTOR
-----------------------------------
/s/ XXXXXXX X. XXXXXXX
----------------------------------------
BY: XXXXXXX X. XXXXXXX
-----------------------------------
ITS: VICE PRESIDENT
-----------------------------------
U.S. BANK NATIONAL ASSOCIATION (f/k/a
FIRSTAR BANK, N.A. f/k/a MERCANTILE
BANK NATIONAL ASSOCIATION)
/s/ XXXXXXX X. XXXXXX
----------------------------------------
BY: XXXXXXX X. XXXXXX
-----------------------------------
ITS: VICE PRESIDENT
-----------------------------------
SALOMON BROTHERS HOLDING COMPANY INC.
/s/ XXXXX XXXXXX
----------------------------------------
BY: XXXXX XXXXXX
-----------------------------------
ITS: ASSISTANT VICE PRESIDENT
-----------------------------------
IBM CREDIT CORPORATION
/s/ XXXXX XXXXXXXX
----------------------------------------
BY: XXXXX XXXXXXXX
FOR XXXXXX XXXXXXXX
-----------------------------------
ITS: MANAGER, SPECIAL HANDLING GROUP
-----------------------------------
THE CIT GROUP/EQUIPMENT FINANCING, INC.
/s/ XXXXXX XXXX
----------------------------------------
BY: XXXXXX XXXX
-----------------------------------
ITS: VICE PRESIDENT
-----------------------------------
ALLFIRST BANK
/s/ XXXX X. XXXXX
----------------------------------------
BY: XXXX X. XXXXX
-----------------------------------
ITS: VICE PRESIDENT
-----------------------------------
XXXXXXX XXXXX BANK, FSB
/s/ XXXXXX X. XXXXX, XX.
----------------------------------------
BY: XXXXXX X. XXXXX, XX.
-----------------------------------
ITS: VICE PRESIDENT
-----------------------------------
XXXXXX FINANCIAL, INC.
/s/ XXXXX XXXXXX
----------------------------------------
BY: XXXXX XXXXXX
-----------------------------------
ITS: VICE PRESIDENT
-----------------------------------
PILGRIM PRIME RATE TRUST
By: ING Pilgrim Investments, LLC
as its investment manager
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------
Name: XXXXXXX X. XXXXXXX
Title: SENIOR VICE PRESIDENT
PILGRIM AMERICA HIGH INCOME
INVESTMENTS Ltd.
By: ING Pilgrim Investments, LLC
as its investment manager
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------
Name: XXXXXXX X. XXXXXXX
Title: SENIOR VICE PRESIDENT
PPM SPYGLASS FUNDING TRUST
/s/ Xxxxx X. Xxxxxxx
--------------------
By: XXXXX X. XXXXXXX
--------------------
Its: AUTHORIZED AGENT
--------------------
XXXXXX XXXXXXX PRIME INCOME TRUST
/s/ Xxxxxx Xxxxxxxx
------------------------------------
By: XXXXXX XXXXXXXX
--------------------------------
Its: EXECUTIVE DIRECTOR
--------------------------------
ENDURANCE CLO I, LTD
C/o ING Capital Advisors LLC,
As Portfolio Manager
By: /s/ Xxxxxx X. Xxxx
--------------------------------
Name: XXXXXX XXXX
Title: SENIOR VICE PRESIDENT
& PORTFOLIO MANAGER
KZH ING-2 LLC
/s/ XXXXX XXX
-------------------------
By: XXXXX XXX
---------------------
Its: Authorized Agent
---------------------
SEQUILS-ING I (HBDGM), LTD.
By: ING Capital Advisors LLC,
Collateral Manager and Authorized signatory
/s/ Xxxxxx X. Xxxx
------------------------------------------------
By: XXXXXX XXXX
--------------------------------------------
Its: SENIOR VICE PRESIDENT
& PORTFOLIO MANAGER
--------------------------------------------
TORONTO DOMINION (NEW YORK), INC.
/s/ Xxxx Xxxxxx
-------------------------
By: XXXX XXXXXX
---------------------
Its: VICE PRESIDENT
---------------------
SEQUILS PILGRIM - 1 Ltd.
By: ING Pilgrim Investments, LLC
as its investment manager
/s/ XXXXXXX XXXXXXX
-------------------------------
By: XXXXXXX X. XXXXXXX
--------------------------
Its: SENIOR VICE PRESIDENT
--------------------------
XXXXXXX BANK
/s/ XXXX X. XXXXXX
---------------------------
By: XXXX X. XXXXXX
----------------------
Its: VICE PRESIDENT
----------------------
ARCHIMEDES FUNDING III, Ltd.
BY: ING Capital Advisors LLC,
as Collateral Manager
/s/ XXXXXX X. XXXX
----------------------------------------
BY: XXXXXX XXXX
-----------------------------------
ITS: SENIOR VICE PRESIDENT &
PORTFOLIO MANAGER
-----------------------------------
ACCEPTED AND AGREED AS
OF MARCH __, 2002:
PINNACLE HOLDINGS INC.
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
BY: Xxxxxxx X. Xxxxxxx
-----------------------------------
ITS: Chief Financial Officer and
Vice President
-----------------------------------
COVERAGE PLUS ANTENNA SYSTEMS, INC.
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
BY: Xxxxxxx X. Xxxxxxx
-----------------------------------
ITS: Chief Financial Officer and
Vice President
-----------------------------------
TOWER SYSTEMS, INC.
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
BY: Xxxxxxx X. Xxxxxxx
-----------------------------------
ITS: Chief Financial Officer and
Vice President
-----------------------------------
RADIO STATION WGLD, INC.
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
BY: Xxxxxxx X. Xxxxxxx
-----------------------------------
ITS: Chief Financial Officer and
Vice President
-----------------------------------
ICB TOWERS, LLC
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
BY: Xxxxxxx X. Xxxxxxx
-----------------------------------
ITS: Chief Financial Officer and
Vice President
-----------------------------------
AIRCOMM OF AVON, LLC
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
BY: Xxxxxxx X. Xxxxxxx
-----------------------------------
ITS: Chief Financial Officer and
Vice President
-----------------------------------
HIGH POINT MANAGEMENT CO., INC.
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
BY: Xxxxxxx X. Xxxxxxx
-----------------------------------
ITS: Chief Financial Officer and
Vice President
-----------------------------------
TOWER TECHNOLOGY CORPORATION OF
JACKSONVILLE, INC.
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
BY: Xxxxxxx X. Xxxxxxx
-----------------------------------
ITS: Chief Financial Officer and
Vice President
-----------------------------------
INTERSTATE TOWER COMMUNICATIONS, INC.
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
BY: Xxxxxxx X. Xxxxxxx
-----------------------------------
ITS: Chief Financial Officer and
Vice President
-----------------------------------
BROADCAST TOWERS, INC.
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
BY: Xxxxxxx X. Xxxxxxx
-----------------------------------
ITS: Chief Financial Officer and
Vice President
-----------------------------------
PINNACLE TOWERS III INC.
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
BY: Xxxxxxx X. Xxxxxxx
-----------------------------------
ITS: Chief Financial Officer and
Vice President
-----------------------------------
XXXXXXX & ASSOCIATES, INC.
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
BY: Xxxxxxx X. Xxxxxxx
-----------------------------------
ITS: Chief Financial Officer and
Vice President
-----------------------------------
PINNACLE ST. LOUIS LLC
By: Pinnacle Towers Inc., sole member
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
BY: Xxxxxxx X. Xxxxxxx
-----------------------------------
ITS: Chief Financial Officer and
Vice President
-----------------------------------
SIERRA TOWERS, INC.
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
BY: Xxxxxxx X. Xxxxxxx
-----------------------------------
ITS: Chief Financial Officer and
Vice President
-----------------------------------
QTI, INC.
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
BY: Xxxxxxx X. Xxxxxxx
-----------------------------------
ITS: Chief Financial Officer and
Vice President
-----------------------------------
INTRACOASTAL CITY TOWERS, INC.
/s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------------
By: Xxxxxxx X. Xxxxxxx
Its: Chief Financial Officer and Vice President
PINNACLE TOWERS IV INC.
/s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------------
By: Xxxxxxx X. Xxxxxxx
Its: Chief Financial Officer and Vice President
PINNACLE TOWERS V INC.
/s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------------
By: Xxxxxxx X. Xxxxxxx
Its: Chief Financial Officer and Vice President
PINNACLE SAN ANTONIO L.L.C.
By: Pinnacle Towers Inc., sole member
/S/ Xxxxxxx X. Xxxxxxx
-----------------------------------------------
By: Xxxxxxx X. Xxxxxxx
Its: Chief Financial Officer and Vice President
COASTAL ANTENNAS, INC.
/S/ Xxxxxxx X. Xxxxxxx
-----------------------------------------------
By: Xxxxxxx X. Xxxxxxx
Its: Chief Financial Officer and Vice President
PINNACLE TOWERS LTD.
/S/ Xxxxxxx X. Xxxxxxx
-----------------------------------------------
By: Xxxxxxx X. Xxxxxxx
Its: Chief Financial Officer and Vice President
PINNACLE TOWERS CANADA INC.
/S/ Xxxxxxx X. Xxxxxxx
-----------------------------------------------
By: Xxxxxxx X. Xxxxxxx
Its: Chief Financial Officer and Vice President
SCHEDULE I
DESCRIPTION OF ASSETS TO BE SOLD
1. The Borrower may consummate the sale of its carrier hotel
facilities owned by the Borrower or any of its Subsidiaries in Harlingen,
Texas, provided that gross cash proceeds related to such asset sale are not
less than $1,000,000.
2. The Borrower may consummate the sale of its carrier hotel
facilities owned by the Borrower or any of its Subsidiaries in San Antonio,
Texas, provided that gross cash proceeds related to such asset sale are not
less than $4,900,000.
3. The Borrower may consummate the sale of the Oldsmar rental
building, Site No. 0324-009 owned by the Borrower or any of its Subsidiaries in
Oldsmar, Florida, provided that gross cash proceeds related to such asset sale
are not less than $3,100,000.
4. The Borrower may consummate the sale of its vacant land, Site
No. 0165-004 owned by the Borrower or any of its Subsidiaries in Harrison,
Arkansas, provided that gross cash proceeds related to such asset sale are not
less than $10,000.
5. The Borrower may consummate the sale of its residential
parcel and excess land, Site No. 0025-003 owned by the Borrower or any of its
Subsidiaries in Hueytown, Alabama, provided that gross cash proceeds related to
such asset sale are not less than $20,000.
6. The Borrower may consummate the sale of its excess land, Site
No. 0060-001 owned by the Borrower or any of its Subsidiaries in Tampa
Broadway, Florida, as described on Schedule I hereto, provided that gross cash
proceeds related to such asset sale are not less than $75,000.
7. The Borrower may consummate the sale of other assets or
Properties owned by the Borrower or any of its Subsidiaries, provided that, the
aggregate value of all assets and Properties permitted to be sold by this
subpart 7 of Schedule I during the remaining term of the Credit Agreement
shall not exceed $5,000,000 as measured in each case by the greatest of such
assets' or Properties' (a) current fair market value, (b) current accounting
book value or (c) original cost.
8. The Borrower may consummate the sale in one transaction of
the land parcels described on Schedule II hereto, provided that gross cash
proceeds related to such asset sales are not less than $8,000,000.
SCHEDULE II
0272 001 10,807.08 Brawton (Xxxxxxxx Xx) $935.59 $935.59 $35.00
0272 002 10,748.28 Axis (US Highway 43) $907.69 $907.69 $12.00
0272 003 10,720.92 Fairview (Illinois Central Gulf Railroad) $906.41 $906.41 $13.00
0272 004 8,935.92 Chapel Church $764.68 $764.68 $20.00
0272 005 7,428.84 Xxxxx Xxxx (XX Xxx 00) $823.07 $823.07 $4.00
0272 006 6,010.68 Xxxx Xxxx (Xxxxxxx Xxx 00) $502.89 $502.89 $2.00
0272 007 3,000.00 Seymour $850.00 $850.00 $400.00
0272 008 3,000.00 Oak Grove $750.00 $750.00 $500.00
0272 009 3,000.00 Lake Serene $750.00 $750.00 $500.00
0272 010 3,000.00 Belle Xxxxxx $620.00 $620.00 $370.00
0272 011 7,656.00 Gautier $650.00 $650.00 $12.00
0272 012 3,000.00 St. Xxxxxx $800.00 $800.00 $550.00
0272 014 3,000.00 Tangipahoa River $750.00 $750.00 $500.00
0272 015 11,292.00 Xxxxx Valve $950.00 $950.00 $9.00
0272 016 3,000.00 Satsurna $750.00 $750.00 $500.00
0272 017 2,376.00 Royal Oak $1,050.00 $1,050.00 $852.00
0272 018 3,000.00 Malbis $950.00 $950.00 $700.00
0272 019 3,000.00 Union Church $850.00 $850.00 $800.00
0272 021 6,516.00 Mid City $750.00 $750.00 $207.00
0272 022 8,424.00 Cat Branch $750.00 $750.00 $48.00
0272 023 7,176.00 Crestview $625.00 $625.00 $27.00
0315 001 13,110.72 Orlando Land $1,384.56 $1,384.56 $292.00
0357 001 2,246.04 Orlando (Xxxxxx) $479.17 $479.17 $292.00
0358 001 20,513.76 Clearwater (Highland Ave) $2,022.48 $2,022.48 $313.00
0362 001 13,837.32 Xxxxxx Land $2,103.11 $2,103.11 $950.00
0362 002 22,584.00 Xxxxxxx $1,900.00 $1,900.00 $18.00
0365 001 8,496.00 Tampa (X. Xxxx Xxxxx) $1,000.00 $1,000.00 $292.00
0367 001 4,992.00 Leesburg Xxxxxxx (Hwy 441) $500.00 $500.00 $84.00
0370 001 8,683.96 Palm Harbor (Alt 19) $750.00 $750.00 $194.00
0376 001 16,464.00 Richmond (Ridgedale Pkway) $1,500.00 $1,500.00 $128.00
0379 001 6,345.00 Monroe (Xxxxxx-Xxxxxxx Rd) $700.00 $700.00 $171.00
0381 001 7,606.44 Tampa (31st St) $811.20 $811.20 $177.33
0383 001 2,436.04 Ocklewaha (Hwy 464C) $397.84 $397.84 $194.67
0387 001 4,603.20 Xxxxxxxx (Hwy 183) $500.00 $500.00 $116.40
0387 002 4,788.00 Xxxxxxxx (FM 2001) $500.00 $500.00 $101.00
0388 001 26,866.00 San Antonio (Sprint Tower I) $2,340.00 $2,340.00 $101.00
0388 002 21,600.00 San Antonio (Sprint Tower II) $1,800.00 $1,800.00
0388 002 23,988.00 San Antonio (Sprint Tower II) $2,100.00 $2,100.00 $101.00
0390 001 10,426.80 Land O Lakes (Causeway Blvd) $1,063.57 $1,063.57 $194.67
0405 001 4,428.00 Sterlington $750.00 $750.00 $381.00
0406 001 -1,212.00 Sterlington (US Hwy 165) $420.00 $420.00 $521.00
0411 001 9,000.00 San Antonio (Xxxxxxx St) $750.00 $750.00
0411 001 4,863.96 San Antonio (Xxxxxxx St) $600.00 $600.00 $194.67
0414 001 6,000.00 Beaumont (N. 11th St) $500.00 $500.00 $0.00
0426 001 15,663.96 Sarasota (Linger Lodge Rd) $1,500.00 $1,500.00 $194.67
0428 001 15,697.24 Winter Park (Fairbanks Road) $1,616.77 $1,616.77 $292.00
0429 001 1,263.98 Oxford/Wildwood (CR 237) $300.00 $300.00 $194.67
0429 001 6,000.00 Oxford/Wildwood (CR 237) $500.00 $500.00
0431 001 4,422.00 Guaydan (Xxxxx Xxxxxx Rd) $500.00 $500.00 $131.50
0440 001 15,663.96 Thonolosassa $1,500.00 $1,500.00 $194.67
0440 002 13,263.96 2 Rivers Ranch $1,300.00 $1,300.00 $194.67
0441 001 8,400.00 Fresno (Golden State Hwy) $700.00 $700.00 $0.00
0441 002 6,569.04 Fresno (Golden State Hwy) $547.42 $547.42
0441 002 4,500.00 Fresno (Golden State Hwy) $375.00 $375.00 $0.00
0447 001 2,496.00 Monroe (Nutland Rd) $500.00 $500.00 $292.00
0457 001 5,400.00 Paxon (N. 0000 X. Xx) $450.00 $450.00 $0.00
0458 001 9,482.40 Palmetto $811.20 $811.20 $21.00
0484 001 15,000.00 Winter Haven (Hwy 557) $1,250.00 $1,250.00 $0.00
0475 001 6,000.00 Southhampton (Red Lion) $500.00 $500.00
0475 001 19,800.00 Southhampton (Red Lion) $1,650.00 $1,650.00 $0.00
0475 001 7,200.00 Southhampton (Red Lion) $800.00 $600.00
0475 001 12,000.00 Southhampton (Red Lion) $1,000.00 $1,000.00
0481 001 11,400.00 Boston/1495 $950.00 $950.00 $0.00
0485 001 9,734.40 Austin (Bee Cave Rd) $811.20 $811.20 $0.00
0485 001 13,800.00 Austin (Bee Cave Rd) $1,150.00 $1,150.00
0490 001 6,540.00 Atlanta (Xxxxxx St) $575.00 $575.00 $30.00
0496 001 5,000.00 Xxxxxxxxxx (XX Xxxxx 00X) $500.00 $500.00 $0.00
0497 001 8,049.96 Dallas (Xxxxxxx Xx) $670.83 $670.83 $0.00
0500 001 13,200.00 Palmetto (16th Ave East) $1,100.00 $1,100.00 $0.00
0501 001 5,750.04 Lake Whales (U.S. 27) $479.17 $479.17 $0.00
0519 001 8,508.00 Miami (61st Street) $800.00 $800.00 $91.00
0519 002 8,412.00 Hialeah (00xx Xxxxxx) $800.00 $800.00 $99.00
0519 003 17,628.00 Hialeah (W. 3rd Court) $1,587.00 $1,587.00 $96.00
0519 004 19,901.28 Ft. Lauderdale (NW 25th Terrace) $1,633.44 $1,633.44
0519 004 10,116.00 Ft. Lauderdale (NW 25th Terrace) $1,000.00 $1,000.00 $157.00
0519 005 22,002.96 Ft. Lauderdale (SE 14th Avenue) $1,833.58 $1,833.58
0519 005 11,040.00 Ft. Lauderdale (SE 14th Avenue) $1,125.00 $1,125.00 $205.00
0519 005 16,200.00 Ft. Lauderdale (SE 14th Avenue) $1,350.00 $1,350.00
0521 001 3,000.00 Green Cove Springs (Hwy 17) $250.00 $250.00 $0.00
0525 001 6,223.32 Fort Lauderdale (Xxxxxx Xx) $1,458.81 $1,458.81 $940.00
0525 001 28,489.64 Fort Lauderdale (Xxxxxx Xx) $2,372.47 $2,372.47
0537 001 7,580.00 Sorrento (Wekhe Pines Blvd) $630.00 $630.00 $0.00
0543 001 31,580.00 Atlanta Southeast (Research Drive) $2,630.00 $2,630.00 $0.00
0545 001 9,930.00 Baltimore (Xxxxxxxxx Xx) $1,457.50 $1,457.50 $630.00
0556 001 16,872.98 Lehigh Acres $1,406.08 $1,406.08 $0.00
0556 002 14,916.00 Xxxxxxx Xxxx (XX 00xx Xxxxxx) $1,400.00 $1,400.00 $157.00
0557 001 6,000.00 Green Cove Springs (Enterprise Way) $500.00 $500.00 $0.00
0563 001 12,072.00 Miami (Biscayne Blvd) $1,320.00 $1,320.00 $314.00
0563 001 15,000.00 Miami (Biscayne Blvd) $1,250.00 $1,250.00
0577 001 12,000.00 Augusta (Xxxxx Dr) $1,000.00 $1,000.00 $0.00
0578 001 7,279.80 Jasper (Oglethorpe Mountain) $606.65 $606.65 $0.00
0583 001 5,291.52 Burisson (SW Wilshire) $648.95 $648.95 $208.00
0601 001 9,780.00 Miami (SW 133 Street) $815.00 $815.00 $0.00
0601 002 19,465.80 Miami (SW 133 Street) $1,622.40 $1,622.40 $0.00
0607 001 4,800.00 Orange $400.00 $400.00 $0.00
0612 001 11,230.92 West Hollywood (SW 57 Terrace) $935.91 $935.91 $0.00
0612 001 11,248.68 West Hollywood (SW 57 Terrace) $837.39 $837.39 $0.00
0615 001 10,776.00 Lawrenceville (Hwy 20) $1,200.00 $1,200.00 $302.00
0631 001 7,636.48 Lakeland (Fish Hatchery Rd) $636.54 $636.54 $0.00
0633 001 19,416.00 Xxxxxxx (N Xxxxxxx) $1,775.00 $1,775.00 $157.00
0634 001 18,581.12 Richmond (Station Rd) $3,038.78 $3,038.78 $1,492.00
1,011,846.38 $101,394.12 $101,394.12 $17,073.59
1,011,846.36
$101,394.12
$17,073.59
$84,320.53
